UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~January 23, ~~2011~~2012

Morton’s Restaurant Group, Inc.

(Exact name of registrant as specified in charter)

Delaware

1-12692

13-3490149

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

325 North LaSalle Street, Suite 500

Chicago, Illinois 60654

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (312) 923-0030

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events

On ~~December~~January 23, ~~2011~~2012, Morton’s Restaurant Group, Inc. (~~“Morton’s” or~~ the “Company”) announced that it ~~called~~completed ~~for~~the redemption of all ~~outstanding shares~~ of its outstanding Series A Convertible Preferred Stock, par value $0.01 per share (the “~~Series A~~ Preferred Stock”). onThe ~~January 23,~~redemption ~~2012~~price was $5.00 ~~The~~per ~~Series~~share Aof Preferred Stock. ~~will~~On beJanuary 20, ~~redeemed~~2012, atthe aCompany ~~redemption~~deposited ~~price of~~ $~~5.00~~6,000,000 ~~per~~with ~~share~~the inredemption ~~cash~~agent, ~~without~~American ~~interest,~~Stock ~~less~~Transfer ~~any applicable~~and ~~tax~~Trust ~~withholding~~Company, LLC, asfor ~~may~~the beredemption ~~required~~of bythe ~~law.~~1,200,000 ~~The~~shares ~~Series~~of A Preferred Stock isoutstanding ~~currently listed~~ on the ~~New~~January 23, ~~York~~2012 ~~Stock~~redemption ~~Exchange~~date, ~~under~~and ~~the~~such ~~symbol~~funds ~~“MRTPRA”.~~have Abeen ~~copy~~made ofavailable to the ~~press~~holders ~~release~~of ~~and~~the ~~notice~~Preferred ofStock. From the redemption ~~for~~date ~~the~~forward, ~~Series~~holders Aof the Preferred Stock ~~are~~will ~~attached~~have ~~hereto~~no rights as ~~Exhibits~~holders ~~99.1~~of ~~and~~such ~~99.2,~~shares ~~respectively,~~other ~~and~~than ~~are~~the ~~incorporated~~right ~~herein~~to byreceive ~~reference~~the $5.00 per share redemption price.

A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d)

Exhibits

Exhibit No.		Exhibit
99.1		Press Release issued by the Company, dated ~~December~~January 23, ~~2011~~2012.
99.2		Notice of Redemption of Series A Convertible Preferred Stock dated December 23, 2011

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Morton’s Restaurant Group, Inc.
Date: December 23, 2011		/S/ RONALD M. DINELLA
Date: January 23, 2012	/S/ RONALD M. DINELLA
		Ronald M. DiNella
	Ronald M. DiNella Senior Vice President, Chief Financial Officer And Treasurer
		Senior Vice President, Chief Financial Officer And Treasurer

Exhibit Index

Exhibit No.		Exhibit
99.1		Press Release issued by the Company dated December 23, 2011
99.2		Notice of Redemption of Series A Convertible Preferred Stock dated December 23, 2011

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