UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): ~~January~~ 27August 9, 2006

The Smith & Wollensky Restaurant Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 001-16505 (Commission File Number) 58-2350980 (IRS Employer Identification No.)

Delaware (State or other jurisdiction of incorporation)	001-16505 (Commission File Number)		58-2350980 (IRS Employer Identification No.)
880 Third Avenue New York, New York (Address of principal executive offices)		10022 (Zip Code)
	(212) 838-2061 (Registrant’s telephone number, including area code)

1114 First AvenueNew York, New York (Address of principal executive offices) 10021 (Zip Code)

(212) 838-2061 (Registrant's telephone number, including area code)

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:

~~|_|~~ o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~|_| Soliciting~~Item ~~material~~2.02 ~~pursuant~~Results toof ~~Rule~~Operations ~~14a-12~~and ~~under~~Financial ~~the Exchange Act (17 CFR 240.14a-12)~~ Condition

~~|_| Pre-commencement~~On ~~communications~~August ~~pursuant~~9, to2006, ~~Rule~~The ~~14d-2~~Smith & Wollensky Restaurant Group, Inc. (bthe “Company”) ~~under~~issued a press release describing selected financial results of the ~~Exchange~~Company ~~Act~~for ~~(17~~the ~~CFR~~quarter ~~240~~and six months ended July 3, 2006.~~14d~~ A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-~~2(b))~~K and is incorporated herein by reference.

~~|_| Pre-commencement~~On ~~communications~~August ~~pursuant~~9, 2006 the Company held a conference call to ~~Rule~~discuss ~~13e-4(c)~~the ~~under~~selected financial results of the ~~Exchange~~Company ~~Act~~for ~~(17~~the ~~CFR~~quarter ~~240~~and six months ended July 3, 2006.~~13e~~ A copy of the transcript of the call is attached as Exhibit 99.2 to this Current Report on Form 8-~~4(c))~~K and is incorporated herein by reference. The transcript has been selectively edited to facilitate the understanding of the contents of the conference call.

Item 19.01 ~~Entry~~Financial ~~into~~Statements aand ~~Material Definitive Agreement.~~Exhibits

Effective January 27, 2006, The Smith & Wollensky Restaurant Group, Inc. (the “Company”) entered into a line of credit agreement (the “Credit Agreement”) with Morgan Stanley Dean Witter Commercial Financial Services, Inc. for general corporate purposes. The Credit Agreement provides for a maximum available borrowing capacity of $5,000,000 and expires on January 27, 2009. Obligations under the Credit Agreement are guaranteed by Dallas S&W, L.P. (the “Guarantor”), a subsidiary of the borrower (the “Guarantor”), and the Guarantor has pledged its assets to secure its guaranty. The Company will pay interest on the outstanding balance under the Credit Agreement as a fluctuating rate per annum equal to one month LIBOR plus a margin of 2.25% or the prime rate minus 0.50%.

(c)	Exhibits
	99.1	Press Release of The Smith & Wollensky Restaurant Group, Inc. dated August 9, 2006
	99.2	Transcript from the earnings conference call of The Smith & Wollensky Restaurant Group, Inc. held on August 9, 2006

The ~~Credit~~information ~~Agreement~~in ~~contains~~this ~~customary~~Current ~~representations,~~Report ~~warranties~~on ~~and~~Form ~~covenants,~~8-K ~~including~~and ~~covenants~~the ~~limiting~~Exhibits ~~liens,~~attached ~~indebtedness~~hereto ~~and~~shall ~~lease~~not ~~obligations.~~be Indeemed ~~addition,~~to ~~the~~be ~~Credit~~filed ~~Agreement~~for ~~contains~~purposes ~~covenants~~of ~~including~~Section ~~covenants~~18 toof the ~~effect~~Securities ~~that~~Exchange ~~the~~Act ~~Company~~of ~~will maintain a minimum EBITDA level~~1934, ~~minimum Debt Service Coverage Ratio and minimum Funded Debt Leverage Ratio (~~as ~~such terms are defined in the Credit Agreement)~~amended.

In the event of a default by the Company under the Credit Agreement, the lenders may terminate the commitments under the Credit Agreement and declare the amounts outstanding, including all accrued interest and unpaid fees, payable immediately. In addition, the lenders may enforce any and all rights and remedies created under the Credit Agreement, the collateral documents described in the Credit Agreement or applicable law. For events of default relating to insolvency, bankruptcy or receivership, the commitments are automatically terminated and the amounts outstanding become payable immediately.

The Credit Agreement and related agreements are attached as Exhibits 10.103, 10.104, 10.105, 10.106 and 10.107 hereto and are incorporated herein by reference. The above-referenced summary of the material terms of the Credit Agreement and related agreements is qualified in its entirety by reference to such Exhibits.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided under Item 1.01 above, the Credit Agreement and related agreements filed as Exhibits 10.103, 10.104, 10.105, 10.106 and 10.107 hereto are hereby incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description
10.103	Line of Credit Agreement dated as of January 27, 2006 between The Smith & Wollensky Restaurant Group, Inc., as borrower, and Dallas S&W, L.P., as guarantor, and Morgan Stanley Dean Witter Commercial Financial Services, Inc., as lender
10.104	Guaranty of Payment by Dallas S&W, L.P. in favor of Morgan Stanley Dean Witter Commercial Financial Services, Inc., dated as of January 27, 2006
10.105	Joint and Several Hazardous Material Guaranty and Indemnification Agreement by The Smith & Wollensky Restaurant Group, Inc., and Dallas S&W, L.P. dated as of January 27, 2006
10.106	Deed of Trust dated as of January 27, 2006 by Dallas S&W, L.P. for the benefit of Morgan Stanley Dean Witter Commercial Financial Services, Inc.
10.107	Promissory Note by The Smith & Wollensky Restaurant Group, Inc. in favor of Morgan Stanley Dean Witter Commercial Financial Services, Inc., dated as of January 27, 2006

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.

The Smith & Wollensky Restaurant Group, Inc. By: /s/ Samuel Goldfinger Samuel Goldfinger Chief Financial Officer, Treasurer and Secretary

ByDate: ~~/s/~~August ~~Samuel Goldfinger Samuel Goldfinger Chief Financial Officer~~13, ~~Treasurer and Secretary~~2006

Date: January 30, 2006

Index to Exhibits

Exhibit Number	Description
Exhibit No.	Description of document
10.103*	Line of Credit Agreement dated as of January 27, 2006 between The Smith & Wollensky Restaurant Group, Inc., as borrower, and Dallas S&W, L.P., as guarantor, and Morgan Stanley Dean Witter Commercial Financial Services, Inc., as lender
99.1	Press Release of The Smith & Wollensky Restaurant Group, Inc. dated August 9, 2006
10.104*	Guaranty of Payment by Dallas S&W, L.P. in favor of Morgan Stanley Dean Witter Commercial Financial Services, Inc., dated as of January 27, 2006
99.2	Transcript from the earnings conference call of The Smith & Wollensky Restaurant Group, Inc. held on August 9, 2006
10.105*	Joint and Several Hazardous Material Guaranty and Indemnification Agreement by The Smith & Wollensky Restaurant Group, Inc., and Dallas S&W, L.P. dated as of January 27, 2006
10.106*	Deed of Trust dated as of January 27, 2006 by Dallas S&W, L.P. for the benefit of Morgan Stanley Dean Witter Commercial Financial Services, Inc.
10.107*	Promissory Note by The Smith & Wollensky Restaurant Group, Inc. in favor of Morgan Stanley Dean Witter Commercial Financial Services, Inc., dated as of January 27, 2006

_____________

*Filed herewith

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