Items 1 through 9, and Item 11.

This Amendment No. 3 to Tender Offer Statement on Schedule TO amends and supplements the statement originally filed on January 6, 2006, as amended, by F&H Acquisition Corp., a Delaware corporation (“Parent”), NPSP Acquisition Corp. (the “Purchaser”), a Delaware corporation and a wholly owned subsidiary of Parent, Newcastle Partners, L.P., a Texas limited partnership, and Steel Partners II, L.P., a Delaware limited partnership. This Schedule TO relates to the offer by the Purchaser to purchase all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Fox & Hound Restaurant Group, a Delaware corporation (the “Company”), at $16.30 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 6, 2006, as amended (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference with respect to Items 1 through 9 and 11 of this Schedule TO.

The following is hereby inserted at the end of Section 11 (“Background of the Offer”):

“On January 30, 2006, the Company and Parent issued separate press releases announcing that the Company’s Board has determined that Parent's offer to enter into a negotiated tender offer/merger for $16.30 per share in cash is a superior offer to the existing $16.00 per share offer of LLCP made pursuant to LLCP’s Amended Merger Agreement.

Also, on January 30, 2006, Parent signed and delivered in escrow a definitive tender offer/merger agreement to acquire all of the outstanding shares of common stock of the Company not already owned by it for $16.30 per share (the “Escrowed Merger Agreement”). The Escrowed Merger Agreement is being held in escrow pursuant to a letter agreement (the “January 30 Escrow Letter”) with Fox & Hound. Pursuant to the January 30 Escrow Letter, each of Parent, the Purchaser, Newcastle and Steel irrevocably agreed that each party shall not withdraw such party’s agreement to the Escrowed Merger Agreement or otherwise terminate such party’s offer made to the Company as set forth in the Escrowed Merger Agreement at any time prior to the earliest of (a) Midnight (Eastern Standard Time) on February 2, 2006, (b) notification by the Company that the Company is unable to make the representations and warranties or perform its obligations in the Escrowed Merger Agreement, and (c) the Board of Directors of the Company has determined that the proposal contemplated by the Escrowed Merger Agreement no longer constitutes a superior offer. Pursuant to the January 30 Escrow Letter, the Company has agreed to use reasonable best efforts to cause the execution and delivery of the Escrowed Merger Agreement within twenty-four (24) hours after termination of LLCP’s Amended Merger Agreement.”

Not applicable.