If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:             

PART I — REGISTRANT INFORMATION

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Company is unable, without unreasonable effort and expense, to file its Annual Report on Form 10-K for the fiscal year ended December 26, 2004 on a timely basis because the Company requires additional time to correct its lease accounting practices in light of the views expressed by the Office of the Chief Accountant of the Securities and Exchange Commission (“SEC”) on February 7, 2005 in a letter to the American Institute of Certified Public Accountants regarding certain operating lease accounting issues and their application under generally accepted accounting principles. After review of the February 7, 2005 letter, the Company’s management and the Audit Committee of the Board of Directors determined that the Company’s accounting for leases was not in conformity with generally accepted accounting principles as described in the SEC’s letter. Accordingly, the Company’s management and the Audit Committee of the Board of Directors determined that the Company’s previously issued consolidated financial statements, including those in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2003 and the related registered independent public accountants’ report, and those in the Company’s Quarterly Reports on Form 10-Q for the quarters ended April 18, 2004, July 11, 2004 and October 3, 2004 should no longer be relied upon. Further, management and the Audit Committee have determined that the Company’s unaudited financial results included in the Company’s press release issued on February 14, 2005 should no longer be relied upon.

In prior periods, the Company had recognized rent expense for its operating leases using a lease term that commenced when actual rent payments began, which generally coincided with a point in time near the date the Company’s restaurants opened. This generally had the effect of excluding the build-out period of its restaurants (during which the Company typically made no rent payments) from the calculation of the period over which rent was expensed. The Company has since determined that it should have recognized rent expense over a lease term that includes the build-out period, which in most cases will cause rent expense to be recognized sooner than previously reported. Further, in prior periods, the Company’s consolidated balance sheets reflected the unamortized portion of construction allowances funded by landlords as a reduction of the related leasehold improvements. The Company has since determined that construction allowances should have been recognized as deferred rent and amortized over the lease term as a reduction of rent expense. In addition, the Company’s statements of cash flows reflected construction allowances as a reduction of capital expenditures within cash flows from investing activities, rather than cash flows from operating activities. The Company is also evaluating the period of amortization of its leasehold improvements and the expected lease term used for determining deferred rent under its operating leases. The Company is working diligently to complete its review of these matters and to quantify the impact of the necessary adjustments on each of the affected prior periods.

The Company’s Annual Report on Form 10-K for the fiscal year ended December 26, 2004 was due to be filed with the SEC on March 11, 2005. The Company now expects to file its Annual Report on Form 10-K on or before March 28, 2005.

PART IV — OTHER INFORMATION

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

For reasons described more thoroughly in Part III - Narrative, the Company will restate its financial results for prior years, including the most recent fiscal year ended December 26, 2004. As of the date of this filing, the Company is unable, without unreasonable effort and expense to provide a quantitative assessment of the impact that corrections to our lease accounting practices will have on fiscal 2004 and prior period results of operations. The Company is working diligently to complete its review of these matters and to quantify the impact of the necessary adjustments on each of the affected periods. The Company does not expect these adjustments to impact the amount of revenues or cash balances previously reported, nor will they affect the Company’s compliance with covenants under its current credit facility.

        During fiscal 2004, the Company opened 22 new company-owned restaurants and comparable restaurant sales for company-owned restaurants increased 7.5%. The Company’s franchise partners opened 17 new restaurants and reported franchise comparable restaurant sales increases of 5.8% in the U.S. and 4.8% in Canada. As of the end the year, there were 137 company-owned and 118 franchised Red Robin restaurants. The Company anticipates that total revenues for fiscal 2004 will increase $80.5 million, or 24.5%, to $409.1 million. The Company also expects significant increases in income from operations, net income and earnings per share for fiscal 2004 relative to the amounts reported and to be reported for fiscal 2003.

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

GENERAL INSTRUCTIONS