FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * TILLEY WILLIAM H   2. Issuer Name and Ticker or Trading Symbol BJs RESTAURANTS INC [BJRI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2200 WEST VALLEY BLVD. 3. Date of Earliest Transaction (Month/Day/Year) 02/07/2006 (Street) ALHAMBRA, CA 91803 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, no par value               643,418 D   Common Stock, no par value 02/07/2006   G   10,000 (6) D $ 25.39 1,073,400 D (1)   Common Stock, no par value               2,624,129 I By The Jacmar Companies (1) (2) Common Stock, no par value               4,000 I By Bethany Commercial Center Partnership (3) Common Stock, no par value               15,031 I By son (4) Common Stock, no par value               7,700 I By daughter (4) Common Stock, no par value               4,000 I By Jacmar & Jaksick Investment Company (2) Common Stock, no par value               1,000 I By TNT Long Beach Partners (5) Common Stock, no par value               1,900 I By Nadine B. Tilley and William H. Tilley TTEE FBO Nadine B. Tilley Trust UDT 1/21/2003 Common Stock, no par value               111,300 I By The William Tilley Family Foundation

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
TILLEY WILLIAM H 2200 WEST VALLEY BLVD. ALHAMBRA, CA 91803		X

Signatures

Dianne Scott Attorney-in-fact for William H. Tilley		02/09/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On May 2, 2005, BJ Chicago LLC distributed all of its shares of BJ's Restaurants Common Stock pro rata to its members in connection with the planned dissolution of BJ Chicago. The members now hold directly the same number of shares of BJ's Restaurants Common Stock that they previously held indirectly through BJ Chicago.
(2)	The reporting person disclaims beneficial ownership of these securities, except to the extent of the reporting person's pecuniary interest therein.
(3)	The reporting person is the general partner of the partnership that owns the reported securities. The reporting person disclaims beneficial ownership of these securities, except to the extent of the reporting person's pecuniary interest therein.
(4)	The reporting person disclaims beneficial ownership of these securities.
(5)	The reporting person is the majority owner of the partnership that owns the reported securities. The reporting person disclaims beneficial ownership of these securities, except to the extent of the reporting person's pecuniary interest therein.
(6)	On February 7, 2006 Mr. Tilley gifted 10,000 shares to the University of Southern California.

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