SecProbe.io

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						February 14, 2005

Mail Stop 03-05

Via US Mail and Facsimile

Mr. Donald H. Walker
Vice President, Treasurer and Chief Financial Officer
2800 Gilbert Avenue
Cincinnati, Ohio 45206

Re:	Frisch`s Restaurants, Inc.
	Form 10-K for the year ended May 30, 2004
Forms 10-Q for the quarters ended September 19, 2004 and December
12,
2004
	Commission file #: 001-07323

Dear Mr. Walker:

We have reviewed the above referenced filing and have the
following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

* * * * * * * * * * * * * * * * * * * * * * *

Form 10-K for the year ended May 30, 2004

MD&A Critical Accounting Policies
1. We note in your disclosure of critical accounting policies that
the accounting for the impairment of long-lived assets is your
only
critical accounting policy.  We also note that you do not provide
a
detailed discussion of this accounting policy but instead refer to
your discussion in the notes to the financial statements.  In
future
filings, please revise your MD&A disclosure on critical accounting
policies to supplement, but not duplicate, the description of
accounting policies in the notes to the financial statements and
provide greater insight into the judgments and estimates made in
applying your impairment policy and the likelihood that materially
different results could occur if different assumptions or
judgments
were used.  The discussion in MD&A should present your analysis of
the uncertainties involved in applying the policy at a given time
or
the variability that is reasonably likely to result from its
application over time.  See FRR 60 and SEC Release 33-8350.

2. We note from the notes to the financial statements that you
sponsor defined benefit pension plans for which you incur material
amounts of pension expense.  Given the relative and increasing
materiality of your pension costs in recent periods, we believe
that
the measurement of these pension obligations, costs and
liabilities,
which is dependent on a variety of assumptions and estimates, may
be
material to your financial condition and operating performance.
SEC
Release 33-8350 states that companies should provide disclosure
when
the nature of the estimates or assumptions is material due to the
levels of subjectivity and judgment necessary to account for
highly
uncertain matters or the susceptibility of such matters to change;
and the impact of the estimates and assumptions on financial
condition or operating performance is material.  Please
supplementally tell us why you believe that your pension
accounting
and related assumptions and methods used do not need to be
disclosed
in the MD&A critical accounting policies section or alternatively
present such disclosure in future filings.

Notes to the Financial Statements

Note A.  Accounting Policies

- Property and Equipment

3. Based on the disclosures provided in Note A on page 31, it
appears
the Company`s capitalized software development costs are becoming
increasingly material. Accordingly, please tell us and revise
future
filings to explain how the Company`s cost capitalization policies
with respect to software development costs comply with the
requirements of SOP 98-1.

4. Your description of the ($810,586) credit to "impairment of
long-
lived assets" in your consolidated statement of operations does
not
appear to be appropriate. As $666,000 of this credit relates to
the
reversal of previously established accruals for future lease costs
associated with a closed restaurant, we believe your income
statement
description should be revised to more appropriately describe the
nature of this credit to your operations. Additionally, gains on
the
disposal of assets previously written down, do not result in
"credits" to previously established impairment charges.
Accordingly,
revise to describe the $145,000 gain on disposal of the restaurant
as
a gain of sale of assets. Your discussion of these credits to
operations included in MD&A should be similarly revised.

- Self Insurance

5. We note that you perform an annual review of claims experience
during the first quarter of ensuing fiscal years in order to
adjust
your accrual.  Please supplementally tell us, and disclose in
future
filings if this review is performed by an actuary and if the
reserve
includes an amount developed for incurred but not reported claims.
Additionally, in light of the trend of a decrease in the reserve
during fiscal year 2003, 2004 and the first quarter of fiscal
2005,
please supplementally explain to us why you believe that
reductions
in this reserve are appropriate.  Additionally, given the
increasing
significance of the reserve adjustments required in recent
periods,
please explain why you do not believe more frequent analysis of
your
claims experience (i.e., quarterly) should be performed.  We may
have
further comment upon receipt of your response.

Note C - Leased Property

6. Please tell us and disclose in future filings whether the
Company
accounts for operating leases that provide for escalating rental
payments over their term on a straight-line basis in accordance
with
paragraph 15 of SFAS No.13. If not, please explain why the Company
believes the treatment used is appropriate.

Quarterly Results (Unaudited)

7. We note that you have presented the measure "gross profit" in
your
quarterly results of operations. However, we also note that this
measure has not been presented in your consolidated statements of
operations. Please revise your disclosure regarding your quarterly
results of operations to explain how this measure is calculated
and
why you believe its presentation is meaningful or revise your
disclosure of quarterly financial information so that your
presentation is consistent with your consolidated statements of
earnings.

* * * * * * * * * * * * * * * * * * * * * * *

As appropriate, please respond to these comments within 10
business
days or tell us when you will provide us with a response.  Please
furnish a cover letter that keys your responses to our comments
and
provides any requested supplemental information.  Please
understand
that we may have additional comments after reviewing your
responses
to our comments.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

You may contact Claire Lamoureux at 202-824-5663 or me at 202-942-
1936 if you have questions.

								Sincerely,

								Linda Cvrkel
								Branch Chief
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Frisch's Restaurants, Inc.
February 14, 2005
Page 1

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