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): November 18, 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)

[x] 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 1.01     Entry into a Material Definitive Agreement
- ---------------------------------------------------------

On November 18, 2004, Canterbury Consulting Group, Inc. (the "Company")
entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated
November 16, 2004, between the Company and CCG Group, Inc. ("CCG").  The
Merger Agreement provides for the merger of CCG with and into the Company,
with the Company as the surviving corporation (the "Merger"), pursuant to the
terms and conditions of the Merger Agreement, as soon as practicable after
the approval of the Merger Agreement by the Company's stockholders and the
satisfaction or waiver of the conditions to the Merger.  The primary purpose
of the Merger is to make the Company a privately owned entity.

The stockholders of CCG are Stanton M. Pikus, Chairman of the Board of
Directors of the Company; Kevin J. McAndrew, President, Chief Executive
Officer, Chief Financial Officer, Treasurer and Director of the Company; Jean
Z. Pikus, Vice President and Secretary of the Company; Alan Manin, Director
of the Company; Frank Cappiello, Director of the Company; Patricia Bednarik,
President of USC/Canterbury Corp.; Daniel Kenyon, the Company's Corporate
Sales Manager; Thomas Spurlock, Canterbury's wholly-owned subsidiaries Training
Division Vice President of Operations; The Matthew Zane Pikus Trust, Jack Uris,
Trustee, Louis Kassen IRA, Louis Kassen Trustee, Marlene LaMont Levy; Richard
Molinsky; Richard Zwerlein; Aaron Alter; and Mathews & Associates, Inc.  These
individuals formed CCG for the purpose of entering into the Merger.

Subject to the terms and conditions of the Merger Agreement, at the effective
time of the Merger:

o	Each share of the Company's common stock held by CCG and its
stockholders will remain issued and outstanding upon and after the effective
time and will represent one share of the Company's common stock; and


o	Each share of the Company's common stock held by all of the Company's
other stockholders will be canceled and converted into the right to receive
$0.40 in cash consideration, without interest.

As a result of the Merger, the Company will be owned by the stockholders of CCG
and will be a privately owned entity whose shares will no longer be traded in
the public market.  Following the Merger, the Company plans to terminate the
registration of its common stock and reporting obligations under the Securities
Exchange Act of 1934, as amended.

	The Merger is subject to a number of conditions, including stockholder
approval.


ITEM 9.01 Financial Statements and Exhibits


      (c)  Exhibits

           Number                   Description

           99.1      Canterbury Signs Definitive Agreement To Go Private
                     at $0.40 Per Share *** Will File Preliminary Proxy with SEC

                             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 22, 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 SIGNS DEFINITIVE AGREEMENT
               TO GO PRIVATE AT $0.40 PER SHARE
              WILL FILE PRELIMINARY PROXY WITH SEC

Medford, NJ - November 22, 2004

Canterbury Consulting Group, Inc. (NASDAQ:CITI) stated today that its
Board of Directors and a Special Committee of the Board have approved
the execution of a definitive agreement to merge with a group of its
shareholders, including members of management, at $0.40 per share in
cash for all of the shares not owned by the buying group.  There are
approximately 3,000,000 shares of Canterbury stock on a fully diluted
basis.

The buying group had previously informed the Company that it owns or
has the right to acquire well in excess of fifty percent (50%) of
Canterbury's common stock and that it will be voting these shares in
favor of the merger to go private at $0.40 per share in cash at the
time of the shareholders' vote.  The transaction is subject to
numerous conditions, including the satisfaction of requirements of
corporate law and federal securities laws.

Canterbury has filed a Form 8-K with the Securities and Exchange
Commission relating to this event.  This filing may be accessed in its
entirety on the internet at www.sec.gov or by contacting the Company.

Canterbury intends to file with the SEC a proxy statement and other
relevant materials in connection with the merger.  The proxy statement
will be mailed to the shareholders of Canterbury.  Investors and
security holders of Canterbury are urged to read the proxy statement
and the other relevant materials when they become available before
making any voting decision with respect to the merger because these
filings will contain important information about Canterbury, the
buying group and the merger.

The proxy statement and other relevant materials (when they become
available), and any other documents filed by Canterbury with the SEC,
may be obtained free of charge at the SEC's Web site at www.sec.gov.
In addition, investors and security holders may obtain free copies of
the documents filed with the SEC by Canterbury by contacting Darcy
Teibel at 352 Stokes Road, Suite 200, Medford, NJ  08055 (609) 953-
0044.

*  *  *  *  *

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