U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                   FORM 10-K/A
                       THE SECURITIES EXCHANGE ACT OF 1934

/X/  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
       ACT OF 1934
                    For the fiscal year ended December 31, 1999

                                       OR

 / /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934

            For the transition period from _______________ to ______

                         Commission file number 0-21423

                          CHICAGO PIZZA & BREWERY, INC.
              (Exact name of registrant as specified in its charter)

 CALIFORNIA                                             33-0485615
(State or other jurisdiction of                        (I.R.S.Employer
  incorporation or organization)                        Identification Number)

                            26131 Marguerite Parkway
                                     Suite A
                         Mission Viejo, California 92692
                                 (949) 367-8616
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

Securities  registered  under  Section  12(b)  of  the  Exchange  Act:   None

Securities  registered  under  Section  12(g)  of  the  Exchange  Act:

   Title of Each Class               Name of each Exchange on Which Registered
   -------------------               -----------------------------------------
Common  Stock,  No  Par  Value                     NASDAQ

Indicate  by  check  mark  whether  the  Registrant  (1)  has  filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
Registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.  YES  X    NO
                                                     ---      ---

Indicate  by check mark if disclosure of delinquent filers pursuant to Item  405
of  Regulation  S-K  is  not contained herein, and will not be contained, to the
best  of  Registrant's  knowledge, in definitive proxy or information statements
incorporated  by  reference  in  Part  III of this Form 10-K or any amendment to
this  Form  10-K.  
                  ---

The  aggregate  market  value  of  the  common  stock of the Registrant ("Common
Stock") held by non-affiliates as of December 31, 1999 based on the market price
at  April  19,  2000 was $9,474,911.  As of April 19, 2000, there were 7,658,321
shares  of  Common Stock of the Registrant outstanding and 7,964,584  Redeemable
Warrants  of  the  Registrant  outstanding.

DOCUMENTS  INCORPORATED  BY  REFERENCE

None


<PAGE>


                                    PART III


ITEM 10.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE          WITH SECTION 16(A) OF THE EXCHANGE ACT


DIRECTORS

<TABLE>
<CAPTION>

     The following table sets forth certain information concerning the members of the Company's
     present Board of Directors:


Nominee                    Principal Occupation                                         Age
---------------------      ----------------------------------------------------         ---
<S>                                                                                     <C>
Paul A. Motenko            Co-Chairman of the Board, Co-Chief Executive Officer,
                           Vice President and Secretary of the Company                  45

Jeremiah J. Hennessy       Co-Chairman of the Board, Co-Chief Executive Officer
                           and Chief Operating Officer of the Company                   41


Ernest T. Klinger          Co-Chairman of the Board, President
                           and Chief Financial Officer of the Company                   64

Barry J. Grumman           Senior Partner in the Law Offices of Grumman
                           & Rockett                                                    49

Stanley B. Schneider       Managing Partner of Gursey, Schneider & Co.                  64

Allyn R. Burroughs         Chief Executive Officer and Chairman of the Board
                           of Directors of American Convenience Corporation             67

Mark James                 Partner in the Law Offices of James, Driggs, Walch,
                           Santoro, Kearney, Johnston & Thompson                        40
</TABLE>



     PAUL  A.  MOTENKO  has  been  Co-Chairman  of the Board, Co-Chief Executive
Officer,  Vice  President  and  Secretary  of  the  Company  since  June  1999.
Previously,  since  its  inception  in 1991, he was the Chief Executive Officer,
Chairman  of the Board, Vice President and Secretary of the Company.  He is also
Chairman  of  the  Board  and  Secretary  of  Chicago  Pizza  Northwest, Inc., a
Washington  corporation  and wholly owned subsidiary of the Company ("CPNI"). He
is  a  certified  public  accountant  and  was  a  founding partner  in the firm
Motenko,  Bachtelle & Hennessy from 1980 to 1991. In this capacity,  Mr. Motenko
provided  accounting  and  consulting services to several restaurant  companies,
including BJ's Chicago Pizzeria. From 1976 to 1980, Mr. Motenko was  employed as
an  accountant  and  consultant for several accounting firms, including  Kenneth
Leventhal  and  Company  and  Peat, Marwick, Main.   Mr. Motenko graduated  with
high  honors from the University of Illinois in 1976 with a Bachelor of  Science
in  accounting.

                                      1

<PAGE>
     JEREMIAH J. HENNESSY  has been Co-Chairman of the Board, Co-Chief Executive
Officer and Chief Operating Officer of the Company since June 1999.  Previously,
since its inception in 1991, he was the President, Chief Operating Officer and a
Director  of  the  Company.  During  1997  he  was appointed the Chief Financial
Officer  of  the Company.  He is also Chief Executive Officer  and a Director of
CPNI.  Mr.  Hennessy  is a certified public accountant and was a  partner in the
firm  Motenko,  Bachtelle  &  Hennessy from 1988 to 1991. His public  accounting
practice  involved extensive work for food service and restaurant  clientele. He
served as a controller for a large Southern California  construction company and
has  extensive  background  in  construction and  development.  Mr. Hennessy has
also worked in various aspects of the restaurant  industry for Marie Callendar's
and  Knott's Berry Farm.   Mr. Hennessy graduated  Magna Cum Laude from National
University  in  1983  with  a  Bachelor  of  Science  in  accounting.

     ERNEST  T.  KLINGER  was  appointed  President, Chief Financial Officer and
Co-Chairman  of  the  Board  on  June  21,  1999. He has been  a Director of the
Company  since  April   1997.  Mr.  Klinger is a certified public accountant and
previously  served  as  Chief   Financial Officer and Vice President-Finance and
Administration  of  Arden   Group,  Inc.,  which  consists  of  thirteen
supermarkets,  including  Gelson's and Mayfair.  Mr. Klinger received a Bachelor
of  Laws  from  LaSalle University, Chicago, Illinois and a Bachelor of Business
Administration from the University of Minnesota, Minneapolis. Mr. Klinger serves
as  a  director  of  HomeBase,  Inc.

     STANLEY  B.  SCHNEIDER  has  been a Director of the Company since August 7,
1996.  Mr.  Schneider  is  a certified public accountant and founding member and
the  managing  partner  of  Gursey,  Schneider  & Co. LLP, an independent public
accounting  firm  founded  in  1964  that  specializes  in  general  accounting
services, litigation support, audits, tax consulting and compliance as well   as
business management and management advisory services.  Mr. Schneider   serves as
a director of Perceptronics, Inc., a Woodland Hills, California  based high-tech
defense  firm;  Jerry's  Famous  Deli,  Inc.,  a  Los Angeles-based   restaurant
company and The Autry Museum of Western Heritage and   P.A.T.H., an organization
dedicated  to  helping  the homeless in Los Angeles.    Mr. Schneider obtained a
Bachelor  of  Science  in  accounting  from  the University of California at Los
Angeles  in  1958.

     BARRY  J.  GRUMMAN  was  named  a Director of the Company in November 1994.
Mr.  Grumman  has  been  the  Senior  Partner  in  the  Law Offices of Grumman &
Rockett,  a  Newport  Beach,  California  law  firm  specializing  in  civil
litigation,  since  1977.  Mr.  Grumman  also  has  extensive  experience  as an
investor  in  private  companies  and  has  invested in companies that have gone
public.  Mr. Grumman is very active in various charities and is a past recipient
of  the  prestigious "Breath of Life" award from the Cystic Fibrosis Foundation.
Mr. Grumman received a Bachelor of Arts in political science from the University
of  California  at Los Angeles in 1972 and a JD from USF College of Law in 1975.

                                      2 

<PAGE>
     ALLYN  R. BURROUGHS is Chief Executive Officer and Chairman of the Board of
American  Convenience  Corp.  For the past 15 years, Mr. Burroughs has served as
an executive officer of various real estate and hotel development and management
companies.  He  has  participated  in  the investment, acquisition, development,
sale and management of multi-family residential properties, shopping centers and
office buildings in the western region of the United States.  Most recently, Mr.
Burroughs  was  Executive  Vice  President  of  NCA  Management,  Inc.,  a hotel
management  company  where  his  responsibilities  were  senior  hotel staffing,
management  information  systems,  sales,  monitoring  daily operations and cash
management.


     MARK  JAMES  and  several  partners joined to create the law firm of James,
Driggs  &  Walch,  which  has  now  become the law firm of James, Driggs, Walch,
Santoro,  Kearney,  Johnson  & Thompson.  Mr. James has an extensive practice in
the  areas  of  business  litigation,  water  law  and  natural  resources  and
environmental  law.  Previously,  he  was with the law firm of Baker & Botts and
the  Las  Vegas  firm of Jolley, Urga, Wirth & Woodbury.  In 1992, Mr. James was
elected  to  the  Nevada  State  Senate.  He  was  selected  to chair the Senate
Judiciary  Committee,  the  only  freshman selected for the post since 1935.  In
1994,  he  was  re-elected  and continues to serve as Senate Judiciary Committee
chairman.  Mr.  James  received  a  B.S. in Political Science from Lewis & Clark
College  and  earned  a  JD with High Distinction from the University of Arizona
College  of  Law.

     The  terms  of  all  directors  will  expire  at the next annual meeting of
shareholders  or  when  their successors are elected and qualified.  The Company
has  an  agreement with ASSI, Inc. to use its best efforts to have two designees
of  ASSI,  Inc.  elected to the Board of Directors of the Company. Mr. Burroughs
and  Mr.  James are the current directors designated by ASSI, Inc. The Board  of
Directors  may fill interim vacancies of directors.  Each officer is  elected by
and serves at the discretion of, the Board of Directors, subject to the terms of
any  employment  agreement.

SIGNIFICANT EMPLOYEES

<TABLE>
<CAPTION>

     The following table sets forth certain information concerning certain
significant
employees of the Company.


NAME                    AGE         POSITION
--------------------    ---         ------------------------------------------
<S>                     <C>
Alexander M. Puchner    39          Senior Vice President Brewing Operations
R. Dean Gerrie          48          Senior Vice President Design & Marketing
Salvador A. Navarro     45          Vice President of Food and Beverage
Ramon David             50          President of Chicago Pizza Northwest, Inc.
Alan S. Rodomsky        52          Director of Northwest Operations
</TABLE>



     ALEXANDER M. PUCHNER is Senior Vice President of Brewing Operations for the
Company,  having  been  appointed  to  such  position in March 1999 and was Vice
President  of  Brewing  Operations  since  January 1996.  From 1994 to 1995, Mr.
Puchner  served as brewmaster for Laguna Beach Brewing Co. and from 1993 to 1994
as  brewmaster for the Huntington Beach Beer Co.  From 1988 to 1993, Mr. Puchner

                                      3

<PAGE>
served  as  Product  Manager for Aviva Sports/Mattel Inc. and Marketing Research
Manager  for  Mattel  Inc.  Mr. Puchner was awarded a silver medal in the strong
ale category at the 1996 Great American Beer Festival for BJ's Jeremiah Red Ale.
That  was  followed  by a bronze medal in The American Pale Ale category in 1998
for BJ's Piranha Pale Ale.  Other awards for BJ's beers include:  a silver medal
at  the  1998 World Beer Cup and First Place awards at the California State Fair
in  both  1997  and  1998.  Mr.  Puchner  has  also  earned  over 40 awards as a
homebrewer,  including  in  1991  and 1992 at the National Homebrew Competition.
Mr.  Puchner has been a nationally certified beer judge since 1990.  Mr. Puchner
received  a  Bachelor  of  Arts  from Cornell University in 1983 and a Master of
Business  Administration  degree  from  the  University of Chicago in June 1986.

     R.  DEAN GERRIE has served as Senior Vice President of Marketing and Design
since  March 1999 and served as its Vice President of Marketing and Design since
January  1997.  Previously,  Mr.  Gerrie  served as President/Creative  Director
with  Guzman  Gerrie  Advertising  from  1980 to 1989 and as principal of   Dean
Gerrie  Design,  a  corporate identity and marketing consultancy, from 1989   to
1997.  Mr. Gerrie studied economics/business administration at the University of
California,  Berkeley  and design at California State University, Long Beach. He
taught  as an adjunct professor at the Southern California Institute of the Arts
from  1994  to  1997.

     SALVADOR  A.  NAVARRO has served as the Vice President of Food and Beverage
for  the  Company since June 1998 and as its Director of Food and Beverage since
1995. He brings to his position more than 20 years of experience in the food and
beverage  industry.  Before  joining  Chicago  Pizza  & Brewery, Mr. Navarro was
Central  Operations  Manager for Knott's Berry Farm in Buena Park, CA.  Prior to
that,  he  spent  14 years as Director of Food and Beverage for Southwest Foods,
Inc.'s  Claim Jumper Restaurants.  Mr. Navarro was instrumental in the expansion
of  BJ's  menu.

     RAMON DAVID came to Chicago Pizza & Brewery, Inc. after 30 years of service
with  Pietro's  Corporation,  former owner and operator of Pietro's restaurants.
Chicago  Pizza  bought  the  Pietro's  chain  in 1995.  Mr. David is the current
President  of Chicago Pizza Northwest, Inc., a Washington corporation and wholly
owned  subsidiary  of  Chicago  Pizza & Brewery, Inc.  He also serves as Chicago
Pizza's  Director  of Human Resources, the same post he held with Pietro's.  Mr.
David  has a Bachelor's Degree from the University of Oregon and is certified as
a  senior  professional  in  human  resources.

     ALAN  S.  RODOMSKY  ,  Director  of  Operations,  came  to  Chicago Pizza &
Brewery,  Inc.  in  1998 with more than 21 years of experience in the restaurant
industry.  Before  joining  Chicago  Pizza, Mr. Rodomsky was general manager for
the  10,000  square  food Champps Americana restaurant and sports bar in Irvine,
CA.  There  he oversaw a staff of 175 employees and 10 managers producing annual
sales  of  more  than  $5.5  million.  Mr.  Rodomsky  also  has  supervised  75
restaurants  and  3  district  managers  as  a  Regional  Manager  for  Subway
restaurants,  was  a district manager for the casual dining Olga's Kitchen chain
and  began  his career with Marriott's Roy Rogers concept.  Mr. Rodomsky holds a
Bachelor  of  Arts Degree from Northland College and has completed graduate work
at  the  University  of  Miami.

                                      4

<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section  16  of  the  Securities Exchange Act of 1934, as amended, requires
the  Company's  directors  and  executive officers and persons who own more than
10%  of  a  registered  class of the Company's equity securities to file various
reports  with  the  Securities and Exchange Commission concerning their holdings
of, and transactions in, securities of the Company.  Copies of these filings are
required  to  be  furnished  to  the Company. During the year ended December 31,
1999, three Form-5's and two Form-3's were not filed on a timely basis by either
a  Company  director  or  executive  officer.  The  five reports not made by the
required  dates  related to six grants of incentive stock options. Subsequent to
the  respective  required reporting dates, the Form-5's and Form-3's were filed,
and  the  Company  has  no  knowledge  of  any failures to file a required form.


ITEM 11.     EXECUTIVE COMPENSATION.


     The  following  table sets forth information concerning compensation of the
Chief  Executive  Officer and each executive officer of the Company whose salary
and  bonus compensation was at least  $100,000 in the fiscal year ended December
31,  1999:

<TABLE>
<CAPTION>

                                      SUMMARY COMPENSATION TABLE

                                                   Annual Compensation
                                                 -----------------------   Other Annual   Stock option
Name and Principal Position (1)                  Year   Salary    Bonus    Compensation      Grants
-----------------------------------------------  ----  --------  -------  --------------  ------------
<S>                                              <C>   <C>       <C>          <C>           <C>
Paul A. Motenko                                  1999  $145,715  $25,000      $10,148(3)        -0-
   Co-Chief Executive Officer, Vice-President,   1998  $141,900  $25,000      $10,955(4)        -0-
   Secretary and Co-Chairman of the Board        1997  $137,975  $   -0-      $ 8,188(5)        -0-

Jeremiah J. Hennessy                             1999  $145,715  $25,000      $10,092(6)        -0-
    Co-Chief Executive Officer and               1998  $141,900  $25,000      $11,569(7)        -0-
    Co-Chairman of the Board                     1997  $137,975  $   -0-      $ 7,877(8)        -0-

Ernest T. Klinger (2)                            1999  $ 73,447  $13,288      $14,963(9)    400,000
    President, Chief Financial Officer and       1998  $    -0-  $   -0-      $   -0-        10,000
    Co-Chairman of the Board                     1997  $    -0-  $   -0-      $   -0-        25,000

R. Dean Gerrie                                   1999  $132,069  $10,000      $11,552(10)       -0-
    Senior Vice President                        1998  $125,000  $   -0-      $13,056(11)       -0-
                                                 1997  $125,000  $   -0-      $ 4,716(12)       -0-
<FN>

(1)  No other executive officer received salary and bonuses in excess of $100,000 in 1999.

(2)  Mr. Klinger was first employed by the Company on June 21, 1999 in the capacities shown.

(3)  The amount shown above is the estimated value of perquisites and other personal benefits,
     including health insurance (approximately $5,424) and life insurance/disability insurance 
     (approximately $4,724).

                                      5

<PAGE>
(4)  The amount shown above is the estimated value of perquisites and other personal benefits,
     including health insurance (approximately $7,056) and life insurance/disability insurance
     (approximately $3,899).

(5)  The amount shown above is the estimated value of perquisites and other personal benefits,
     including health insurance (approximately $6,805) and life insurance (approximately $1,383).

(6)  The amount shown above is the estimated value of perquisites and other personal benefits,
     including health insurance (approximately $5,424) and life/disability insurance (approximately
     $4,668).

(7)  The amount shown above is the estimated value of perquisites and other personal benefits,
     including health insurance (approximately $7,056) and life insurance/disability insurance
     (approximately $4,513).

(8)  The amount shown above is the estimated value of perquisites and other personal benefits,
     including health insurance (approximately $6,494) and life insurance (approximately $1,383).

(9)  The amount shown above is the estimated value of perquisites and other personal benefits,
     including health insurance (approximately $5,540), life insurance (approximately $3,423) and
     auto allowance (approximately $6,000).

(10) The amount shown above is the estimated value of perquisites and other personal benefits
     including health insurance (approximately $5,552) and auto allowance (approximately $6,000).

(11) The amount shown above is the estimated value of perquisites and other personal benefits,
     including health insurance (approximately $7,056) and auto allowance (approximately $6,000).

(12) The amount shown above is the estimated value of perquisites and other personal benefits
     including health insurance (approximately $4,716).
</TABLE>

                                      6

<PAGE>

<TABLE>
<CAPTION>

                                       OPTION GRANTS IN 1999

     The following table sets forth information concerning stock options that were granted in 1999
to the officers named in the Summary Compensation Table:


                                  % of Total
                                    Options
                                  Granted to                 Black-Scholes
                       Options     Employees    Exercise     Valuation on
Name                  Granted(1)  In 1999(2)    Price(3)   Date of Grant(4)   Expiration Date
--------------------  ----------  -----------  ----------  -----------------  ---------------   
<S>                   <C>         <C>          <C>         <C>                <C> 
Paul A. Motenko              -0-        0.00%                          ---              ---
Jeremiah J. Hennessy         -0-        0.00%                          ---              ---
Ernest T. Klinger        400,000       82.82%  $  1.875    $    508,000.00    June 21, 2009
R. Dean Gerrie               -0-        0.00%                          ---              ---
<FN>


(1)     The amounts in the table represent shares of the Company's common stock covered by stock
options granted to the named individual under the Company's Stock Option Plan.

(2)     The number of shares of Company common stock covered by the options granted to the named
individual during the last completed fiscal year of the Company equals the percentage set forth
below of the total number of shares of the Company's common stock covered by all options granted
by the Company to employees of the Company during such year.

(3)     The exercise price is the market price of the common stock of the Company on the date of
grant.

(4)     The present value of the stock options on the date of grant was calculated using the
Black-Scholes option pricing model.
</TABLE>


                                      7

<PAGE>

OPTION EXERCISES IN FISCAL 1999 AND YEAR-END OPTION VALUES

<TABLE>
<CAPTION>

     The following table sets forth information concerning stock options which were exercised
during, or held at the end of, 1999 by the officers named in the Summary Compensation Table:

                            OPTION EXERCISES AND YEAR-END VALUE TABLE

                                                  Number of              Value of Unexercised
                       Shares                 Unexercised Options        In-the-Money Options
                      Acquired                at Fiscal Year End         at Fiscal Year End(1)
                        on         Value  --------------------------  ---------------------------
Name                  Exercise  Realized  Exercisable  Unexercisable  Exercisable   Unexercisable
--------------------  --------  --------  -----------  -------------  ------------  -------------
<S>                   <C>       <C>       <C>          <C>               <C>           <C>
Paul A. Motenko            -0-       -0-          -0-            -0-           -0-            -0-
Jeremiah J. Hennessy       -0-       -0-          -0-            -0-           -0-            -0-
Ernest T. Klinger          -0-       -0-      270,000        160,000     $  12,500            -0-
R. Dean Gerrie             -0-       -0-       25,000         50,000           -0-            -0-
<FN>

(1)  Common Stock valued at $1.50   per share, the last reported sales price of the Company's
     Common Stock on April 19, 2000.
</TABLE>



EMPLOYMENT AGREEMENTS

     The  Company  entered  into identical eight-year term employment agreements
with  Paul Motenko and Jeremiah J. Hennessy, effective as of March 25, 1996. The
Company  entered  into  a  five year employment agreement with Ernest T. Klinger
effective  June  21,  1999.  The terms of the employment agreements with Messrs.
Motenko,  Hennessy and Klinger (collectively the "Executives") are substantially
similar as described below. Pursuant to such agreements, each Executive receives
an  annual  base  salary  which is currently $145,000 for each Executive, and is
subject to escalation annually in accordance with  the Consumer Price Index (the
"CPI").  In  addition,  each Executive is entitled to receive two annual bonuses
based  on  the Company's financial performance, one for attainment of  specified
earnings  before  interest,  amortization,  depreciation  and  income   taxes
("EBITDA"),  and  one  for  attainment  of  specified  pre-tax  income.

     The EBITDA bonus entitles each Executive to receive the following amounts
if the following EBITDA amounts are attained for each fiscal year during the
term of their respective employment agreements:

 EBITDA                             Cumulative Cash Bonus
 ------                             ---------------------
 $2,000,000                         $ 25,000
 $3,000,000                         $ 35,000
 $6,000,000                         $ 80,000
 $9,000,000                         $150,000

                                      8

<PAGE>
     For the year ended December 31, 1999, Messrs. Motenko and Hennessy earned a
cash  bonus  of  $25,000  based  on  the Company's EBITDA for the fiscal year of
approximately  $2,290,000. Mr. Klinger earned a bonus of $13,288 for 1999 due to
a provision in his agreement which prorated the bonus amount based on the number
of  days  he  was  employed  for  1999.

     The  pre-tax  income  bonus  would  entitle  each  Executive to receive the
following  amounts  if  specified  pre-tax  income amounts (as determined by the
Company's  independent  public   accountants  in  accordance  with  GAAP), which
increase  by  2  percent  each,  year  are  attained  for  each fiscal year. The
following  pre-tax  income  levels  were  required  for  this  bonus:

                      Pre-Tax
Income                               Cumulative Cash Bonus
------                               ---------------------
$2,880,000                               $25,000
$5,760,000                               $75,000
$11,520,000                               $150,000

     For the year ended December 31, 1999, none of the Executives earned a
pre-tax income bonus.

     Pursuant to their respective employment agreements, the Executives are each
entitled to certain other fringe benefits including use of  a Company automobile
or  automobile allowance, life insurance coverage,  disability insurance, family
health  insurance  and  the  right  to  participate  in  the Company's customary
executive  benefit  plans. Each of the Executive's employment agreements further
provide  that  following  the  voluntary  or  involuntary  termination  of their
employment  by  the Company, each of them is entitled to two demand registration
rights  with  respect  to  the Common Stock held by or issuable to him. Upon the
occurrence  of  any  Termination Event (as hereinafter defined), the Company has
the  right to terminate the Executive.  Upon any such termination, the Executive
will  be  entitled  to  receive  all  amounts  payable by the Company  under his
respective  employment  agreement  to  the  date  of termination. If the Company
terminates  the employment agreement for a reason other than the occurrence of a
Termination  Event  or  if  the  Executive  terminates  the employment agreement
because  of  a  breach  by the Company of its obligations thereunder or for Good
Reason (as hereinafter defined),   the executive will be entitled to receive any
and all payments and benefits which would have been due to him by the Company up
to  and  including  March  24,  2004  or  any  extension thereof had he not been
terminated  and  any  and  all  damages  resulting  therefrom.

     "Termination  Event"  means  any  of  the  following:  (i)  the willful and
continued failure by the Executive to substantially perform his duties under the
Employment Agreement (other than any such failure resulting from the Executive's
incapacity  due  to  physical  or  mental  illness) after demand for substantial
performance  is  delivered by the Company specifically identifying the manner in
which  the  Company  believes  the Executive has not substantially performed his
duties;  (ii)  the  Executive  being convicted of a crime constituting a felony;
(iii)  the  Executive intentionally committing acts or failing to act, either of
which  involves  willful  malfeasance  with  the  intent to maliciously harm the
business  of  the  Company;  (iv)  the  Executive's  willful  violation  of  the

                                      9

<PAGE>
confidentiality  provisions  under  the  Employment Agreement;   or (v) death or
physical  or mental disability which results in the inability   of the Executive
to  perform the required services for an aggregate of 180   calendar days during
any  period  of  12  consecutive  months.  No  act,  or failure   to act, on the
Executive's  part  shall be considered "willful" unless   intentionally done, or
intentionally  omitted  to  be  done,  by  him  not  in good   faith and without
reasonable  belief that his action or omission was in the   best interest of the
Company.  Notwithstanding  the  foregoing,  a Termination   Event shall not have
been  deemed to have occurred unless and until there   shall have been delivered
to  the Executive a copy of a resolution, duly   adopted by the affirmative vote
of  not less than a majority of the entire  membership of the Board at a meeting
of  the Board called and held for such   purpose (after reasonable notice to the
Executive  and  an opportunity for him,   together with his counsel, to be heard
before  the  Board), finding that, in  the good  faith opinion of the Board, the
Executive  conducted, or failed to  conduct, himself in a manner set forth above
in  clauses  (i)-(iv),  and  specifying  the  particulars  thereof  in  detail.

     For purposes of the Employment Agreement, "Good Reason" shall mean (i)  any
removal of the Executive from, or any failure to re-elect the Executive   to his
current  office  except  in  connection  with  termination  of the   Executive's
employment  for  disability;  provided,  however,  that  any  removal  of   the
Executive  from,  or any failure to re-elect the Executive to his current office
(except  in  connection  with  termination  of  the Executive's employment   for
disability) shall not diminish or reduce the obligations of the Company   to the
Executive under the employment agreement; (ii) a reduction of ten  percent (10%)
or  more  in  the Executive's then current base salary; (iii) any failure by the
Company  to  comply  with  any  of  its obligations to the Executive   under the
employment  agreement; (iv) for any reason within 120 days following a Change of
Control  (as  defined  in  the employment agreement); or (v) the  failure of the
Company  to obtain the assumption of the employment agreement   by any successor
to  the  Company,  as  provided  in  the  employment  agreement.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     During  the  year  ended  December  31, 1999, the Board of Directors of the
Company  determined  the compensation for the executive officers of the Company.
Messrs. Paul A. Motenko and Jeremiah J. Hennessy were executive officers and and
were  on  the  Board of Directors in 1996 when the Employment Agreements between
the  Company  and  each  of  them were approved. Mr. Klinger was on the Board of
Directors  in  1999  when  the  Employment Agreement between the Company and Mr.
Klinger  was  approved.  The  Board  of  Directors  serves  the  function  of  a
Compensation  Committee  for  the  Company.

COMPENSATION OF DIRECTORS

     The  Company  pays each non-employee director an annual fee of $1,000, plus
$750  per  board  meeting  attended in person, $400 per telephonic board meeting
over  30  minutes,  $200 per telephonic board meeting under 30 minutes, $500 per
committee  meeting  in  person,  $300  per  telephonic committee meeting over 30
minutes,  and  $100  per  telephonic  committee  meeting  under  30  minutes. In
addition,  the Company grants annual stock options to its non-employee directors
for  each  year  of  service,  exercisable  for  10,000  shares of common stock.

                                     10

<PAGE>

ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table sets forth certain information regarding the beneficial
ownership  of  the  Company's  Common  Stock  as  of  March 31, 2000 by (a) each
director  of  the  Company, (b) each executive officer identified in the Summary
Compensation Table, (c) all executive officers and directors of the Company as a
group  and (d) each person known by the Company to be the beneficial owner of 5%
or  more  of  the  outstanding  shares  of  Common  Stock.


<TABLE>
<CAPTION>

                                            Shares Beneficially Owned(1)
                                            ----------------------------
                                            Number of      Percentage
Name and Address (2)                        Shares(3)      Of Class(3)
-------------------------------------       ------------   -----------
<S>                                         <C>            <C>
ASSI, Inc.                                  2,206,500(4)   28.81%
5075 Spyglass Hill Dr.
Las Vegas, NV 89122

Norton Herrick                                700,000(5)    8.56%
2295 Corporate Blvd., Northwest
Boca Raton, FL 33431

Paul A. Motenko                               680,357       8.88%
Jeremiah J.  Hennessy                         661,357       8.64%
Ernest T. Klinger                             270,000(6)    3.41%
Barry J. Grumman                               45,000(8)     .58%
Stanley B. Schneider                           40,000(9)     .52%
R.Dean Gerrie                                  50,000(10)    .65%
All directors and executive officers
    as a group (7 persons)                  1,746,714      21.66%
<FN>

 (1)  The persons named in the table, to the Company's knowledge, have sole
 voting and sole investment power with respect to all shares of Common Stock
 shown as beneficially owned by them, subject to community property  laws
 where applicable and the information contained in the footnotes hereunder.
 The share ownership information contained in this table is based upon
 information supplied by directors and executive officers of ASSI, Inc.,
 upon public filings with the Securities and Exchange Commission and
 information provided by the Company's transfer agent.

 (2)  The address of the officers and directors of the Company is at the
 Company's principal executive offices at 26131 Marguerite Parkway, Suite A,
 Mission Viejo, California 92692.

 (3)  Shares of Common Stock which a person had the right to acquire within
 60 days are deemed outstanding in calculating the percentage ownership of the
 person, but not deemed outstanding as to any other person.  Does not include
 shares issuable upon exercise of any warrants or options issued by the Company
 which are not exercisabl within 60 days from the date hereof. Percentage of
 beneficial ownership is based on 7,658,321 shares of Common Stock outstanding
 as of April 19, 2000.

                                     11

<PAGE>

 (4)  Consists of 2,206,500 shares held of record by ASSI, Inc., a Nevada
 corporation that is  owned and controlled by Louis Habash whose address is the
 same as that of ASSI, Inc.

 (5)  Consists of 185,000 shares of Common Stock and 515,000 Special Warrants held
 by Norton Herrick, exercisable for $5.50 per share and expiring on April 8, 2002.
 See "Certain Relationships and Related Transactions."

 (6)  Consists of 270,000  shares of Common Stock purchasable upon exercise of
 options.

 (7)  Consists of 91,666  shares of Common Stock purchasable upon exercise of
 options.

 (8)  Consists of 5,000 shares of Common Stock which are held in a Professional
 Corporation Money Purchase Plan of which Mr. Grumman is the beneficiary and 40,000
 shares of Common Stock purchasable upon  exercise of options.

 (9)  Consists of 40,000 shares of Common Stock purchasable upon exercise of
 options.

 (10) Consists of 270,000 shares of Common Stock purchasable upon exercise of
 options.
</TABLE>




ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

PIETRO'S ACQUISITION AND RELATED TRANSACTIONS

     On  March  29,  1996,  the  Company acquired 26 restaurants, eight of which
were  subsequently  sold,  located  in  Washington  and  Oregon by providing the
funding  for  a  plan  of reorganization filed with the U.S. Bankruptcy Court by
Pietro's  Corporation,  a  Washington  state  corporation  (the  "Pietro's
Acquisition.")  In  order  to  finance the Pietro's Acquisition, on February 20,
1996,  the  Company  sold to ASSI, Inc. and to Mr. Norton Herrick for $2,000,000
and  $1,000,000,  respectively,  certain  convertible  notes  (the  "Convertible
Notes")  pursuant  to  certain  note  purchase  agreements  (the  "Note Purchase
Agreements")  with  substantially  similar  terms.  Under  the  Note  Purchase
Agreements,  the  Company  issued  to  each  of  ASSI,  Inc. and to Mr. Herrick,
Convertible  Notes  in  the  principal  amounts  of  $2,000,000  and $1,000,000,
respectively,  which  Convertible  Notes,  plus  accrued  interest thereon, both
converted  simultaneously  with  the  closing  of  the Offering. The Convertible
Note, plus accrued interest thereon, issued to ASSI, Inc. converted into 500,000
shares  of Common Stock and into warrants to purchase 3,000,000 shares of Common
Stock  (together with the 200,000 warrants granted to ASSI, Inc. pursuant to the
consulting  agreements  described  below,  the "ASSI Warrants"). The Convertible
Note,  plus  accrued  interest  thereon,  issued  to  Mr. Herrick converted into
250,000  shares  of  Common  Stock and into warrants (the "Herrick Warrants") to
purchase  1,500,000   shares  of Common Stock (the ASSI Warrants and the Herrick
Warrants  are  collectively  referred to herein as the "Special Warrants").  The
outstanding Special Warrants are each exercisable for $5.50 per share and expire
on  April  8,  2002.  In  addition,  in connection with the above financing, the
Company  agreed subject to the terms of the Note Purchase Agreements, to use its
best   reasonable  efforts  to  cause one individual designated by each of ASSI,
Inc.and  Mr.  Norton  Herrick  to  be  elected  to the Board of Directors of the
Company  or to have such selected  individuals attend all meetings of the  Board
of  Directors  as  non-voting  advisors.  ASSI,  Inc.'s  nominee to the Board of

                                     12

<PAGE>
Directors  of  the  Company was Mr. Ernest T. Klinger in 1997. During 1997 ASSI,
Inc.  relinquished  it's  right  to  nominate  a  board  member  or advisor. Mr.
Herrick's right to designate a board member or advisor expired in March of 1999.
     The  Company  has  adopted  a  policy  not  to  engage in transactions with
officers,  directors, principal shareholders or affiliates of any of them unless
such   actions  have  been approved by a majority of the disinterested directors
and   are  upon  terms  no  less favorable to the Company than could be obtained
from  an  unaffiliated  third  party  in  an  arms  length  transaction.

1999 PRIVATE PLACEMENT WITH ASSI, INC.

     In  March  1999,  the  Company sold, through a private placement, 1,250,000
shares  of  its  Common Stock to ASSI, Inc. (the "ASSI Transaction") in exchange
for  a  cash  payment  of  $1,000,000,  the  termination of each of the Pietro's
Consulting Agreement and the Vegas Consulting Agreement, a release of any claims
that  ASSI and its affiliates may have had against the Company or its affiliates
relating  to  the  consulting agreements and prior investments by ASSI, Inc. and
its  affiliates  in  the  Company.  In  addition,  ASSI,  Inc.  agreed  to  the
cancellation of the 3.2 million Special Warrants owned by it. The shares sold by
the  Company  to ASSI are subject to restrictions on resale including a right of
first refusal in favor of the Company or its designees. As an additional part of
the  consideration  for  the  common  stock,  ASSI,  Inc.  and Louis Habash, the
controlling  shareholder  of ASSI, Inc. agreed to finance or guarantee financing
of  potential  future  development  projects  of the company, subject to project
pre-commitment  approval,  and agreed to cooperate in connection with any gaming
or  licensing  applications  or proceedings involving the Company. In connection
with  its  investment,  ASSI,  Inc.  received  certain  demand  and  piggyback
registration  rights  as  well  as a commitment from the Company to use its best
efforts  to  have  two of the Company's directors be persons designated by ASSI,
Inc. and to cause each of such designees to be included in the slate of director
nominees  for election at each annual meeting of shareholders occurring prior to
March 2002. ASSI, Inc. also received a commitment from Paul Motenko and Jeremiah
Hennessy,  the  Company's  principal executive officers, to vote their shares of
common  stock  in  favor of ASSI, Inc's board nominees in certain circumstances.
Such  rights  terminate  at such time as ASSI, Inc. and its affiliates no longer
own  at least 5 percent of the company's outstanding common stock. Mr. Burroughs
and  Mr.  James  are  the  two  directors  designated  by  ASSI,  Inc.

     Management  believes  that  the  transactions  with  the  officers  and/or
shareholders  of  the  Company  and  their affiliates were made in terms no less
favorable  than would have occurred with unaffiliated third parties. The Company
has  adopted  a  policy  not to engage in transactions with officers, directors,
principal  shareholders  or affiliates of any of them unless such   actions have
been  approved by a majority of the disinterested directors and   are upon terms
no  less  favorable  to  the Company than could be obtained from an unaffiliated
third  party  in  an  arms  length  transaction.

                                     13

<PAGE>


                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                          CHICAGO PIZZA & BREWERY, INC.

By: /s/PAUL A. MOTENKO Paul A. Motenko, Co-Chief Executive Officer

Pursuant to the requirements of the Securities and Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.


By: /s/PAUL A. MOTENKO          Co-Chief Executive Officer,     April 28, 2000
    ------------------          Co-Chairman of the Board and
Paul A. Motenko                 Vice-President and Secretary

By: /s/JEREMIAH J. HENNESSY     Co-Chief Executive Officer      April 28, 2000
    -----------------------     Co-Chairman of the Board
Jeremiah J. Hennessy            of Directors

By: /s/ERNEST T. KLINGER        President, Chief Financial      April 28, 2000
    --------------------        Officer and Co-Chairman of
Ernest T. Klinger               the Board of Directors

By: /s/BARRY J. GRUMMAN          Director                       April 28, 2000
    -------------------
Barry J. Grumman