8-K

                                   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): October 29, 2004
                                                  --------------------



                         CANTERBURY CONSULTING GROUP, INC.
                        ---------------------------------
             (Exact name of registrant as specified in its charter)



Pennsylvania                        0-15588                   23-2170505
- ------------                   ----------------        ----------------------
State or other jurisdiction    (Commission                (IRS Employer
of incorporation)               File Number)              Identification No.)



352 Stokes Road, Suite 200,  Medford, New Jersey                 08055
- -------------------------------------------------------------------------
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code:  (609) 953-0044
                                                   -------------------


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
- ---------------------------------------------------------

The Company issued a press release on November 1, 2004 with respect to a
proposal from a group of its shareholders.  A copy of the press release is
attached as Exhibit 99.1 to this report and is incorporated by reference into
this Item 8.01.


ITEM 9.01 Financial Statements and Exhibits


      (c)  Exhibits

           Number                   Description

           99.1      Canterbury Board Approves Proposal to Become
                     a Privately-Held Company

                             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.

                                         CANTERBURY CONSULTING GROUP, INC.
                                         BY: /s/ Kevin J. McAndrew
                                         ----------------------------
                                         Kevin J. McAndrew, President
Dated: November 1, 2004

EX-99

Canterbury Consulting Group, Inc.                           352 Stokes Road
                                                                  Suite 200
                                                 Medford, New Jersey  08055
                                        (609) 953-0044 * FAX (609) 953-0062


                         FOR IMMEDIATE RELEASE

                   CANTERBURY BOARD APPROVES PROPOSAL
                   TO BECOME A PRIVATELY-HELD COMPANY

Medford, NJ - November 1, 2004

Canterbury Consulting Group, Inc. (NASDAQ:CITI) announced today that a group
of its shareholders, including members of management, submitted a proposal of
merger to the Company that would result in the Company becoming privately-
held.  Under the terms of the proposal, which is non-binding, the shareholder
group would pay $0.40 per share in cash for each share of the Company's stock
not held by members of the group.  The shareholder group would then be the
only owners of the Company following the consummation of the transaction.
Once the Company is privately held, it would no longer be subject to the
periodic reporting requirements under the Securities Exchange Act of 1934, as
amended.

Both the Company's Board of Directors and a Special Committee of the Board of
Directors has reviewed and approved the non-binding proposal.  The proposal
is subject to numerous conditions, including the satisfaction of requirements
of corporate law and federal securities laws.

Kevin J. McAndrew, Canterbury's President was quoted as saying, " The costs
associated with remaining a small public company have become exorbitant.
Public companies, like Canterbury, are subject to increasing financial,
disclosure and corporate governance costs in light of the regulatory
environment following the Sarbanes-Oxley Act of 2002.  We have estimated that
it costs our company well over $200,000 per year to remain a public company,
from which we derive very little benefit at a time in our history that we are
trying to return to profitability."

"The public markets for our common stock have become extremely illiquid,
making it very difficult for any of our shareholders to sell any significant
number of their shares at all, let alone at a price that they could depend
upon receiving.  For the past month beginning on October 1, 2004, the closing
bid price of our stock has averaged $0.37 per share and our stock has traded
as low as $0.25 per share."

"Because of these compelling reasons, both our Board of Directors, and a
special independent committee designated by the Board to study this proposal
believe it to be in the best interests of our shareholders to accept the
proposal of $0.40 per share in cash. Ultimately the decision to accept this
offer will be decided by Canterbury's shareholders."

*  *  *  *  *

This press release contains forward-looking statements. The Company's
performance and financial results could differ materially from those
reflected in the forward-looking statements due to general financial,
economic, regulatory and political conditions or additional factors unknown
to the Company at this time, as well as more specific risks and uncertainties
such as those set forth in documents filed by the Company with the SEC
(including its Annual Report on Form 10-K for the year ended November 30,
2003 and its most recent reports on Form 8-K and Form 10-Q, copies of which
are available upon request or over the Internet at www.sec.gov). Given these
risks and uncertainties, any or all of these forward-looking statements may
prove to be incorrect. Therefore, current or prospective investors are
cautioned not to place undue reliance on any such forward-looking statements.
Furthermore, the Company has no intent, and disclaims any obligation, to
update any such factors or forward-looking statements to reflect future
events or developments.

Darcy Teibel, Investor Relations
Canterbury Consulting Group, Inc.
609-953-0044