content: <PAGE>   1
   
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 1997.
   
                                                       REGISTRATION NO. 333-
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                               ---------------------
                                      FORM S-8
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                               ---------------------
                               ROADHOUSE GRILL, INC.
               (Exact name of registrant as specified in its charter)
   
  <TABLE>
  <C>                                             <C>
                     FLORIDA                                        65-0367604
         (State or other jurisdiction of             (I.R.S. Employer Identification Number)
          incorporation or organization)
  </TABLE>
   
                          6600 N. ANDREWS AVE., SUITE 160
                           FORT LAUDERDALE, FLORIDA 33309
                (Address of Principal Executive Offices) (Zip Code)
                               ---------------------
                    AMENDED AND RESTATED 1994 STOCK OPTION PLAN
                              (Full title of the plan)
                                JOHN DAVID TOOLE III
                              CHIEF EXECUTIVE OFFICER
                               ROADHOUSE GRILL, INC.
                          6600 N. ANDREWS AVE., SUITE 160
                           FORT LAUDERDALE, FLORIDA 33309
                                   (954) 489-9699
    (Name and address, including zip code, and telephone number, including area
                            code, of agent for service)
                               ---------------------
                                      COPY TO:
                                     DAN BUSBEE
                             LOCKE PURNELL RAIN HARRELL
                            (A PROFESSIONAL CORPORATION)
                                  2200 ROSS AVENUE
                                     SUITE 2200
                                DALLAS, TEXAS 75201
                                   (214) 740-8000
   
                          CALCULATION OF REGISTRATION FEE
   
  <TABLE>
  <CAPTION>
  ==============================================================================================================
                                                    PROPOSED MAXIMUM     PROPOSED MAXIMUM
     TITLE OF SECURITIES         AMOUNT TO BE      OFFERING PRICE PER   AGGREGATE OFFERING        AMOUNT OF
       TO BE REGISTERED           REGISTERED             SHARE *              PRICE*         REGISTRATION FEE *
  --------------------------------------------------------------------------------------------------------------
  <S>                         <C>                  <C>                  <C>                  <C>
  Common Stock, $.03 par
    value...................    516,666 shares            $5.88            $3,037,996.08           $925.00
  ==============================================================================================================
  </TABLE>
   
  * Estimated solely for the purpose of calculating the registration fee. This fee
    was calculated pursuant to Rule 457(c) and (h) under the Securities Act of
    1933, as amended, on the basis of the average of the high and low prices for
    the Common Stock of the Company reported on the NASDAQ -- National Market
    System on June 30, 1997.
   
       In addition, pursuant to Rule 416 under the Securities Act of 1933, as
  amended, this Registration Statement also covers shares of Common Stock of the
  Company issuable to prevent dilution resulting from stock splits, stock
  dividends or similar transactions.
  ================================================================================
  <PAGE>   2
   
                                       PART I
   
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
   
       The information specified by Item 1 and Item 2 of Part I of Form S-8 is
  omitted from this filing in accordance with provisions of Rule 428 under the
  Securities Act of 1933 (the "Securities Act") and the introductory Note to Part
  I of Form S-8. The documents containing the information specified in Part I will
  be sent or given to employees as specified by Rule 428(b)(1).
   
                                         I-1
  <PAGE>   3
   
                                      PART II
   
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
   
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
   
       The documents set forth below are incorporated by reference in this
  Registration Statement. All documents subsequently filed by Roadhouse Grill,
  Inc. (the "Company") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
  Securities Exchange Act of 1934 (the "Exchange Act"), prior to the filing of a
  post-effective amendment which indicates that all securities offered have been
  sold or which deregisters all securities then remaining unsold, shall be deemed
  to be incorporated by reference in this Registration Statement and to be part
  hereof commencing on the respective dates on which such documents are filed. Any
  statement contained in a document incorporated or deemed to be incorporated by
  reference herein shall be deemed to be modified or superseded for purposes of
  this Registration Statement to the extent that a statement contained herein or
  in any other subsequently filed document which also is or is deemed to be
  incorporated by reference herein modifies or supersedes such statement. Any such
  statement so modified or superseded shall not be deemed, except as so modified
  or superseded, to constitute a part of this Registration Statement.
   
       (1) Annual Report on 10-K for the year ended December 29, 1996.
   
       (2) Quarterly Report on Form 10-Q for the quarter ended March 30, 1997.
   
       (3) All other reports filed or to be filed pursuant to Section 13(a) or
           15(d) of the Exchange Act.
   
       (4) The description of the Common Stock, par value $.03 per share (the
           "Common Stock"), contained in the Company's Registration Statement on
           Form S-1 dated September 26, 1996, as amended (Registration No.
           333-12751) filed pursuant to Section 12 of the Exchange Act, and all
           amendments thereto and reports which have been filed for the purpose of
           updating such description (see, in particular, Amendment No. 1, filed
           with the Commission on October 26, 1996).
   
       (5) Roadhouse Grill Amended and Restated 1994 Stock Option Plan.
   
  ITEM 4. DESCRIPTION OF SECURITIES.
   
       Not Applicable.
   
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
   
       Not Applicable.
   
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
   
       Section 607.0850 of the Florida Business Corporation Act permits, and, in
  certain cases, requires, a corporation to indemnify certain persons, including
  officers and directors and former officers and directors, and to purchase
  insurance with respect to liability arising out of their capacity or status as
  officers and directors. Such law provides further that the indemnification
  permitted thereunder will not be deemed exclusive of any other rights to which
  officers and directors may be entitled under the corporation's articles of
  incorporation, bylaws, any agreement or otherwise. In addition, Section 607.0831
  of the Florida Business Corporation Act presently limits the personal liability
  of a director for monetary damages, except where the director (i) breaches his
  or her fiduciary duties and (ii) such breach constitutes or includes certain
  unlawful distributions or certain other reckless, wanton or willful acts or
  misconduct.
   
                                         I-2
  <PAGE>   4
   
       Paragraph 10 of the Company's Articles of Incorporation and Article IX of
  the Company's Bylaws provide that the Company, to the fullest extent permitted
  by the Florida Business Corporation Act, shall indemnify any person made, or
  threatened to be made, a party to any action or suit because he or she was or is
  a director or officer of the Company or was serving at the request of the
  Company as a director or officer of another corporation. Paragraph 10 of the
  Company's Articles of Incorporation and Article IX of the Company's Bylaws,
  which will be filed as Exhibits 3.1 and 3.2, respectively, to this Registration
  Statement, will be incorporated herein by reference.
   
       The Company intends to maintain liability insurance for the benefit of its
  directors and officers.
   
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
   
       Not Applicable.
   
  ITEM 8. EXHIBITS.
   
  <TABLE>
  <C>                      <S>
            4.1            -- Specimen of Certificate of Common Stock of the Company
                              (incorporated by reference to Exhibit 4.1 to the
                              Company's Registration Statement on Form S-1, dated
                              September 26, 1996).
            4.2            -- Articles of Incorporation of the Company, as amended
                              (incorporated by reference to Exhibit 3.1 to Amendment
                              No. 3 to the Company's Registration Statement on Form
                              S-1, dated November 15, 1996).
            4.3            -- Bylaws of the Company (incorporated by reference to
                              Exhibit 3.2 to the Company's Registration Statement on
                              Form S-1, dated September 26, 1996).
            4.4            -- Amended and Restated 1994 Stock Option Plan (incorporated
                              by reference to Exhibit 3.1 to Exhibit 10.37 to Amendment
                              No. 3 to the Company's Registration Statement on Form
                              S-1, dated November 15, 1996).
            5.1            -- Opinion of Locke Purnell Rain Harrell (A Professional
                              Corporation).
           23.1            -- Consent of KPMG Peat Marwick, Independent Accountants.
           23.2            -- Consent of Coopers & Lybrand L.L.P.
           23.4            -- Consent of Locke Purnell Rain Harrell (A Professional
                              Corporation) (included in its opinion filed as Exhibit
                              5.1).
           24.1            -- Powers of Attorney (included on the signature page of
                              this Registration Statement).
  </TABLE>
   
  ITEM 9. UNDERTAKINGS.
   
       The Company herein undertakes:
   
            (1) To file, during any period in which offers or sales are being
       made, a post-effective amendment to this Registration Statement:
   
               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act;
   
               (ii) To reflect in the prospectus any facts or events arising after
          the effective date of this Registration Statement (or the most recent
          post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration Statement;
   
               (iii) To include any material information with respect to the plan
          of distribution not previously disclosed in this Registration Statement
          or any material change to such information in the Registration
          Statement;
   
          provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
          the registration statement is on Form S-3, Form S-8 or Form F-3, and the
          information required to be included in a post-effective
   
                                         I-3
  <PAGE>   5
   
          amendment by those paragraphs is contained in periodic reports filed
          with or furnished to the Securities and Exchange Commission by the
          Company pursuant to Section 13 or Section 15(d) of the Exchange Act that
          are incorporated by reference in the Registration Statement.
   
            (2) That, for the purpose of determining any liability under the
       Securities Act, each such post-effective amendment shall be deemed to be a
       new registration statement relating to the securities offered therein, and
       the offering of such securities at that time shall be deemed to be the
       initial bona fide offering thereof.
   
            (3) To remove from registration by means of a post-effective amendment
       any of the securities being registered which remain unsold at the
       termination of the offering.
   
            (4) That, for purposes of determining any liability under the
       Securities Act, each filing of the Company's annual report pursuant to
       Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
       each filing of an employee benefit plan's annual report pursuant to Section
       15(d) of the Exchange Act) that is incorporated by reference in the
       Registration Statement shall be deemed to be a new registration statement
       relating to the securities offered therein, and the offering of such
       securities at that time shall be deemed to be the initial bona fide
       offering thereof.
   
            (5) Insofar as indemnification for liabilities arising under the
       Securities Act may be permitted to directors, officers and controlling
       persons of the Company pursuant to the foregoing provisions, or otherwise,
       the Company has been advised that in the opinion of the Securities and
       Exchange Commission such indemnification is against public policy as
       expressed in the Securities Act and is, therefore, unenforceable. In the
       event that a claim for indemnification against such liabilities (other than
       the payment by the Company of expenses incurred or paid by a director,
       officer or controlling person of the Company in the successful defense of
       any action, suit or proceeding) is asserted by such director, officer or
       controlling person in connection with the securities being registered, the
       Company will, unless in the opinion of its counsel the matter has been
       settled by controlling precedent, submit to a court of appropriate
       jurisdiction the question whether such indemnification by it is against
       public policy as expressed in the Securities Act and will be governed by
       the final adjudication of such issue.
   
                                         I-4
  <PAGE>   6
   
                                 POWER OF ATTORNEY
   
       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
  below hereby constitutes and appoints John David Toole III and Dennis C. Jones,
  each of them or any one of them, as his true and lawful attorneys-in-fact and
  agents, with full power of substitution and resubstitution, for him and in his
  name, place and stead, in any and all capacities, to sign any and all amendments
  (including post-effective amendments) to this Registration Statement, and to
  file the same, with all exhibits thereto, and all other documents in connection
  therewith, with the Securities and Exchange Commission and any state or other
  securities authority, granting unto said attorneys-in-fact and agents and each
  of them or any of them, full power and authority to do and perform each and
  every act in person, hereby ratifying and confirming all that said
  attorneys-in-fact and agents, or his or their substitute or substitutes may
  lawfully do or cause to be done by virtue hereof.
   
                                     SIGNATURES
   
       Pursuant to the requirements of the Securities Act of 1933, the Company
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Fort Lauderdale, State of Florida on June 30, 1997.
   
                                              ROADHOUSE GRILL, INC.
   
                                              By:  /s/ JOHN DAVID TOOLE III
                                                ----------------------------------
                                                       John David Toole III
                                                President, Chief Executive Officer
                                                            and Director
   
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
   
  <TABLE>
  <CAPTION>
                        SIGNATURE                                     TITLE                     DATE
                        ---------                                     -----                     ----
  <C>                                                    <S>                                <C>
   
                /s/ JOHN DAVID TOOLE III                 President, Chief Executive         June 30, 1997
  -----------------------------------------------------  Officer and Director (Principal
                  John David Toole III                   Executive Officer)
   
                   /s/ DENNIS C. JONES                   Chief Financial Officer            June 30, 1997
  -----------------------------------------------------  (Principal Financial Officer and
                     Dennis C. Jones                     Principal Accounting Officer)
   
                /s/ DR. CHRISTIAN F. HORN                Director                           June 13, 1997
  -----------------------------------------------------
                  Dr. Christian F. Horn
   
                      /s/ K. P. TAN                      Director                           June 30, 1997
  -----------------------------------------------------
                        K. P. Tan
   
                   /s/ PHILIP FRIEDMAN                   Director                           June 16, 1997
  -----------------------------------------------------
                     Philip Friedman
  </TABLE>
   
                                         I-5
  <PAGE>   7
  <TABLE>
  <CAPTION>
                        SIGNATURE                                     TITLE                     DATE
                        ---------                                     -----                     ----
  <C>                                                    <S>                                <C>
   
                    /s/ PHILIP RATNER                    Director                           June 30, 1997
  -----------------------------------------------------
                      Philip Ratner
   
                     /s/ AYMAN SABI                      Director                           June 20, 1997
  -----------------------------------------------------
                       Ayman Sabi
  </TABLE>
   
                                         I-6
  <PAGE>   8
   
                                 INDEX TO EXHIBITS
   
  <TABLE>
  <CAPTION>
          EXHIBIT
           NUMBER                                    EXHIBIT
          -------                                    -------
  <C>                      <S>
   
           4.1             -- Specimen of Certificate of Common Stock of the Company
                              (incorporated by reference to Exhibit 4.1 to the
                              Company's Registration Statement on Form S-1, dated
                              September 26, 1996.
           4.2             -- Articles of Incorporation of the Company, as amended
                              (incorporated by reference to Exhibit 3.1 to Amendment
                              No. 3 to the Company's Registration Statement on Form
                              S-1, dated November 15, 1996.
           4.3             -- Bylaws of the Company (incorporated by reference to
                              Exhibit 3.2 to the Company's Registration Statement on
                              Form S-1, dated September 26, 1996.
           4.4             -- Amended and Restated 1994 Stock Option Plan (incorporated
                              by reference to Exhibit 3.1 to Exhibit 10.37 to Amendment
                              No. 3 to the Company's Registration Statement on Form
                              S-1, dated November 15, 1996.
           5.1             -- Opinion of Locke Purnell Rain Harrell (A Professional
                              Corporation).
          23.1             -- Consent of KPMG Peat Marwick, Independent Accountants.
          23.2             -- Consent of Coopers & Lybrand L.L.P.
          23.4             -- Consent of Locke Purnell Rain Harrell (A Professional
                              Corporation) (included in its opinion filed as Exhibit
                              5.1).
          24.1             -- Powers of Attorney (included on the signature page of
                              this Registration Statement).
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20723}]
metadata_filer: {"company-data": {"conformed-name": "ROADHOUSE GRILL INC", "cik": "0001019376", "assigned-sic": "5812", "irs-number": "650367604", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30593", "film-number": "97635242"}, "business-address": {"street1": "6600 N ANDREWS AVE STE 160", "city": "FT LAUDERDALE", "state": "FL", "zip": "33309", "phone": "9544899699"}, "mail-address": {"street1": "6600 N ANDREWS AVE STE 160", "city": "FT LAUDERDALE", "state": "FL", "zip": "33309"}}
text: 1
   
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 1997.
   
                                                       REGISTRATION NO. 333-
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                               ---------------------
                                      FORM S-8
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                               ---------------------
                               ROADHOUSE GRILL, INC.
               (Exact name of registrant as specified in its charter)
  FLORIDA                                        65-0367604
         (State or other jurisdiction of             (I.R.S. Employer Identification Number)
          incorporation or organization)
  6600 N. ANDREWS AVE., SUITE 160
                           FORT LAUDERDALE, FLORIDA 33309
                (Address of Principal Executive Offices) (Zip Code)
                               ---------------------
                    AMENDED AND RESTATED 1994 STOCK OPTION PLAN
                              (Full title of the plan)
                                JOHN DAVID TOOLE III
                              CHIEF EXECUTIVE OFFICER
                               ROADHOUSE GRILL, INC.
                          6600 N. ANDREWS AVE., SUITE 160
                           FORT LAUDERDALE, FLORIDA 33309
                                   (954) 489-9699
    (Name and address, including zip code, and telephone number, including area
                            code, of agent for service)
                               ---------------------
                                      COPY TO:
                                     DAN BUSBEE
                             LOCKE PURNELL RAIN HARRELL
                            (A PROFESSIONAL CORPORATION)
                                  2200 ROSS AVENUE
                                     SUITE 2200
                                DALLAS, TEXAS 75201
                                   (214) 740-8000
   
                          CALCULATION OF REGISTRATION FEE
  ==============================================================================================================
                                                    PROPOSED MAXIMUM     PROPOSED MAXIMUM
     TITLE OF SECURITIES         AMOUNT TO BE      OFFERING PRICE PER   AGGREGATE OFFERING        AMOUNT OF
       TO BE REGISTERED           REGISTERED             SHARE *              PRICE*         REGISTRATION FEE *
  --------------------------------------------------------------------------------------------------------------
  Common Stock, $.03 par
    value...................    516,666 shares            $5.88            $3,037,996.08           $925.00
  ==============================================================================================================
  * Estimated solely for the purpose of calculating the registration fee. This fee
    was calculated pursuant to Rule 457(c) and (h) under the Securities Act of
    1933, as amended, on the basis of the average of the high and low prices for
    the Common Stock of the Company reported on the NASDAQ -- National Market
    System on June 30, 1997.
   
       In addition, pursuant to Rule 416 under the Securities Act of 1933, as
  amended, this Registration Statement also covers shares of Common Stock of the
  Company issuable to prevent dilution resulting from stock splits, stock
  dividends or similar transactions.
  ================================================================================
  2
   
                                       PART I
   
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
   
       The information specified by Item 1 and Item 2 of Part I of Form S-8 is
  omitted from this filing in accordance with provisions of Rule 428 under the
  Securities Act of 1933 (the "Securities Act") and the introductory Note to Part
  I of Form S-8. The documents containing the information specified in Part I will
  be sent or given to employees as specified by Rule 428(b)(1).
   
                                         I-1
  3
   
                                      PART II
   
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
   
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
   
       The documents set forth below are incorporated by reference in this
  Registration Statement. All documents subsequently filed by Roadhouse Grill,
  Inc. (the "Company") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
  Securities Exchange Act of 1934 (the "Exchange Act"), prior to the filing of a
  post-effective amendment which indicates that all securities offered have been
  sold or which deregisters all securities then remaining unsold, shall be deemed
  to be incorporated by reference in this Registration Statement and to be part
  hereof commencing on the respective dates on which such documents are filed. Any
  statement contained in a document incorporated or deemed to be incorporated by
  reference herein shall be deemed to be modified or superseded for purposes of
  this Registration Statement to the extent that a statement contained herein or
  in any other subsequently filed document which also is or is deemed to be
  incorporated by reference herein modifies or supersedes such statement. Any such
  statement so modified or superseded shall not be deemed, except as so modified
  or superseded, to constitute a part of this Registration Statement.
   
       (1) Annual Report on 10-K for the year ended December 29, 1996.
   
       (2) Quarterly Report on Form 10-Q for the quarter ended March 30, 1997.
   
       (3) All other reports filed or to be filed pursuant to Section 13(a) or
           15(d) of the Exchange Act.
   
       (4) The description of the Common Stock, par value $.03 per share (the
           "Common Stock"), contained in the Company's Registration Statement on
           Form S-1 dated September 26, 1996, as amended (Registration No.
           333-12751) filed pursuant to Section 12 of the Exchange Act, and all
           amendments thereto and reports which have been filed for the purpose of
           updating such description (see, in particular, Amendment No. 1, filed
           with the Commission on October 26, 1996).
   
       (5) Roadhouse Grill Amended and Restated 1994 Stock Option Plan.
   
  ITEM 4. DESCRIPTION OF SECURITIES.
   
       Not Applicable.
   
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
   
       Not Applicable.
   
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
   
       Section 607.0850 of the Florida Business Corporation Act permits, and, in
  certain cases, requires, a corporation to indemnify certain persons, including
  officers and directors and former officers and directors, and to purchase
  insurance with respect to liability arising out of their capacity or status as
  officers and directors. Such law provides further that the indemnification
  permitted thereunder will not be deemed exclusive of any other rights to which
  officers and directors may be entitled under the corporation's articles of
  incorporation, bylaws, any agreement or otherwise. In addition, Section 607.0831
  of the Florida Business Corporation Act presently limits the personal liability
  of a director for monetary damages, except where the director (i) breaches his
  or her fiduciary duties and (ii) such breach constitutes or includes certain
  unlawful distributions or certain other reckless, wanton or willful acts or
  misconduct.
   
                                         I-2
  4
   
       Paragraph 10 of the Company's Articles of Incorporation and Article IX of
  the Company's Bylaws provide that the Company, to the fullest extent permitted
  by the Florida Business Corporation Act, shall indemnify any person made, or
  threatened to be made, a party to any action or suit because he or she was or is
  a director or officer of the Company or was serving at the request of the
  Company as a director or officer of another corporation. Paragraph 10 of the
  Company's Articles of Incorporation and Article IX of the Company's Bylaws,
  which will be filed as Exhibits 3.1 and 3.2, respectively, to this Registration
  Statement, will be incorporated herein by reference.
   
       The Company intends to maintain liability insurance for the benefit of its
  directors and officers.
   
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
   
       Not Applicable.
   
  ITEM 8. EXHIBITS.
  4.1            -- Specimen of Certificate of Common Stock of the Company
                              (incorporated by reference to Exhibit 4.1 to the
                              Company's Registration Statement on Form S-1, dated
                              September 26, 1996).
            4.2            -- Articles of Incorporation of the Company, as amended
                              (incorporated by reference to Exhibit 3.1 to Amendment
                              No. 3 to the Company's Registration Statement on Form
                              S-1, dated November 15, 1996).
            4.3            -- Bylaws of the Company (incorporated by reference to
                              Exhibit 3.2 to the Company's Registration Statement on
                              Form S-1, dated September 26, 1996).
            4.4            -- Amended and Restated 1994 Stock Option Plan (incorporated
                              by reference to Exhibit 3.1 to Exhibit 10.37 to Amendment
                              No. 3 to the Company's Registration Statement on Form
                              S-1, dated November 15, 1996).
            5.1            -- Opinion of Locke Purnell Rain Harrell (A Professional
                              Corporation).
           23.1            -- Consent of KPMG Peat Marwick, Independent Accountants.
           23.2            -- Consent of Coopers & Lybrand L.L.P.
           23.4            -- Consent of Locke Purnell Rain Harrell (A Professional
                              Corporation) (included in its opinion filed as Exhibit
                              5.1).
           24.1            -- Powers of Attorney (included on the signature page of
                              this Registration Statement).
  ITEM 9. UNDERTAKINGS.
   
       The Company herein undertakes:
   
            (1) To file, during any period in which offers or sales are being
       made, a post-effective amendment to this Registration Statement:
   
               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act;
   
               (ii) To reflect in the prospectus any facts or events arising after
          the effective date of this Registration Statement (or the most recent
          post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration Statement;
   
               (iii) To include any material information with respect to the plan
          of distribution not previously disclosed in this Registration Statement
          or any material change to such information in the Registration
          Statement;
   
          provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
          the registration statement is on Form S-3, Form S-8 or Form F-3, and the
          information required to be included in a post-effective
   
                                         I-3
  5
   
          amendment by those paragraphs is contained in periodic reports filed
          with or furnished to the Securities and Exchange Commission by the
          Company pursuant to Section 13 or Section 15(d) of the Exchange Act that
          are incorporated by reference in the Registration Statement.
   
            (2) That, for the purpose of determining any liability under the
       Securities Act, each such post-effective amendment shall be deemed to be a
       new registration statement relating to the securities offered therein, and
       the offering of such securities at that time shall be deemed to be the
       initial bona fide offering thereof.
   
            (3) To remove from registration by means of a post-effective amendment
       any of the securities being registered which remain unsold at the
       termination of the offering.
   
            (4) That, for purposes of determining any liability under the
       Securities Act, each filing of the Company's annual report pursuant to
       Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
       each filing of an employee benefit plan's annual report pursuant to Section
       15(d) of the Exchange Act) that is incorporated by reference in the
       Registration Statement shall be deemed to be a new registration statement
       relating to the securities offered therein, and the offering of such
       securities at that time shall be deemed to be the initial bona fide
       offering thereof.
   
            (5) Insofar as indemnification for liabilities arising under the
       Securities Act may be permitted to directors, officers and controlling
       persons of the Company pursuant to the foregoing provisions, or otherwise,
       the Company has been advised that in the opinion of the Securities and
       Exchange Commission such indemnification is against public policy as
       expressed in the Securities Act and is, therefore, unenforceable. In the
       event that a claim for indemnification against such liabilities (other than
       the payment by the Company of expenses incurred or paid by a director,
       officer or controlling person of the Company in the successful defense of
       any action, suit or proceeding) is asserted by such director, officer or
       controlling person in connection with the securities being registered, the
       Company will, unless in the opinion of its counsel the matter has been
       settled by controlling precedent, submit to a court of appropriate
       jurisdiction the question whether such indemnification by it is against
       public policy as expressed in the Securities Act and will be governed by
       the final adjudication of such issue.
   
                                         I-4
  6
   
                                 POWER OF ATTORNEY
   
       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
  below hereby constitutes and appoints John David Toole III and Dennis C. Jones,
  each of them or any one of them, as his true and lawful attorneys-in-fact and
  agents, with full power of substitution and resubstitution, for him and in his
  name, place and stead, in any and all capacities, to sign any and all amendments
  (including post-effective amendments) to this Registration Statement, and to
  file the same, with all exhibits thereto, and all other documents in connection
  therewith, with the Securities and Exchange Commission and any state or other
  securities authority, granting unto said attorneys-in-fact and agents and each
  of them or any of them, full power and authority to do and perform each and
  every act in person, hereby ratifying and confirming all that said
  attorneys-in-fact and agents, or his or their substitute or substitutes may
  lawfully do or cause to be done by virtue hereof.
   
                                     SIGNATURES
   
       Pursuant to the requirements of the Securities Act of 1933, the Company
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Fort Lauderdale, State of Florida on June 30, 1997.
   
                                              ROADHOUSE GRILL, INC.
   
                                              By:  /s/ JOHN DAVID TOOLE III
                                                ----------------------------------
                                                       John David Toole III
                                                President, Chief Executive Officer
                                                            and Director
   
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  SIGNATURE                                     TITLE                     DATE
                        ---------                                     -----                     ----
  /s/ JOHN DAVID TOOLE III                 President, Chief Executive         June 30, 1997
  -----------------------------------------------------  Officer and Director (Principal
                  John David Toole III                   Executive Officer)
   
                   /s/ DENNIS C. JONES                   Chief Financial Officer            June 30, 1997
  -----------------------------------------------------  (Principal Financial Officer and
                     Dennis C. Jones                     Principal Accounting Officer)
   
                /s/ DR. CHRISTIAN F. HORN                Director                           June 13, 1997
  -----------------------------------------------------
                  Dr. Christian F. Horn
   
                      /s/ K. P. TAN                      Director                           June 30, 1997
  -----------------------------------------------------
                        K. P. Tan
   
                   /s/ PHILIP FRIEDMAN                   Director                           June 16, 1997
  -----------------------------------------------------
                     Philip Friedman
  I-5
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  SIGNATURE                                     TITLE                     DATE
                        ---------                                     -----                     ----
  /s/ PHILIP RATNER                    Director                           June 30, 1997
  -----------------------------------------------------
                      Philip Ratner
   
                     /s/ AYMAN SABI                      Director                           June 20, 1997
  -----------------------------------------------------
                       Ayman Sabi
  I-6
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                                 INDEX TO EXHIBITS
  EXHIBIT
           NUMBER                                    EXHIBIT
          -------                                    -------
  4.1             -- Specimen of Certificate of Common Stock of the Company
                              (incorporated by reference to Exhibit 4.1 to the
                              Company's Registration Statement on Form S-1, dated
                              September 26, 1996.
           4.2             -- Articles of Incorporation of the Company, as amended
                              (incorporated by reference to Exhibit 3.1 to Amendment
                              No. 3 to the Company's Registration Statement on Form
                              S-1, dated November 15, 1996.
           4.3             -- Bylaws of the Company (incorporated by reference to
                              Exhibit 3.2 to the Company's Registration Statement on
                              Form S-1, dated September 26, 1996.
           4.4             -- Amended and Restated 1994 Stock Option Plan (incorporated
                              by reference to Exhibit 3.1 to Exhibit 10.37 to Amendment
                              No. 3 to the Company's Registration Statement on Form
                              S-1, dated November 15, 1996.
           5.1             -- Opinion of Locke Purnell Rain Harrell (A Professional
                              Corporation).
          23.1             -- Consent of KPMG Peat Marwick, Independent Accountants.
          23.2             -- Consent of Coopers & Lybrand L.L.P.
          23.4             -- Consent of Locke Purnell Rain Harrell (A Professional
                              Corporation) (included in its opinion filed as Exhibit
                              5.1).
          24.1             -- Powers of Attorney (included on the signature page of
                              this Registration Statement).