SecProbe.io

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Mail Stop 3-5
      January 21, 2005

Robert M. Lombardi
Chairman and President
Chefs International, Inc.
62 Broadway
Point Pleasant Beach, NJ  08742

Re:  	Chefs International, Inc.
Schedule 13E-3 filed December 23, 2004
File No. 005-20011
Schedule 14A filed December 23, 2004
File No. 001-08513

Dear Mr. Lombardi:

      We have reviewed your filings 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.

      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 and welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

Schedule 13E-3

Cover page
1. As is required by the form of the Schedule 13E-3 cover page,
please include items b-d, and a statement as to whether this is a
final amendment reporting the results of the transaction.

General
2. Consideration should be given to the updating requirements of
Item
310(g) of Regulation S-B.
3. Please note that each filing person must individually comply
with
the filing, dissemination and disclosure requirements of Schedule
13E-3.  In this regard, please revise the disclosure in the proxy
statement and Schedule 13E-3 to include all of the information
required by Schedule 13E-3 and its instructions for every filing
person.  For example, include a statement as to whether each
person
believes the Rule 13e-3 transaction to be fair, procedurally and
substantively, to unaffiliated security holders and an analysis of
the material factors upon which they relied in reaching such a
conclusion.  See Item 8 of Schedule 13E-3, Item 1014 of Regulation
M-
A and Question and Answer No. 5 of Exchange Act Release No. 34-
17719
(April 13, 1981).

Item 7. Purposes, Alternatives, Reasons and Effects
4. Discuss in detail each filing persons` purpose for engaging in
the
transaction, and the reasons for undertaking the transaction now.
Consider Instruction 1 to Item 1013 of Regulation M-A in drafting
your disclosure.
5. The information you incorporate by reference does not address
whether any alternative means were considered to accomplish the
purpose of the 13e-3 transaction.  Please disclose whether
alternative means were considered, and if applicable, indicate why
they were found to be inferior to the proposed transaction.  If
other
such options were not considered, please disclose that and explain
why not.
6. Please discuss the effects of the Rule 13e-3 transaction on
Continuing Stockholders` interest in the net book value and net
earnings of the company in terms of both dollar amounts and
percentages.  Also discuss the federal tax consequences of the
Rule
13e-3 transaction on each filing party.  See Item 1013(d) of
Regulation M-A.

Item 16. Exhibits
7. Please tell us when you plan to formalize the bank loan
agreements
with Enterprise Bank, referenced on page 50 in the "sources of
funding" section of your proxy statement and confirm to us that,
when
the financing is complete, you will file the relevant agreements
as
exhibits to your document as required by Item 1016(b) of
Regulation
M-A.  In addition, we note that the transaction is not conditioned
on
the bank financing.  Expand your disclosure to explain how the
transaction will be financed in absence of the loan.

Schedule 14A

General
8. Please revise your proxy statement so that all of the
disclosure
required by Items 7, 8 and 9 of Schedule 13E-3 appears in the
"Special Factors" section at the beginning of the proxy statement
immediately following the summary term sheet.  See Rule 13e-
3(e)(1)(ii).

Notice of Special Meeting of Stockholders
9. Please clarify why you fixed the record date for a date after
you
originally filed this proxy, and how you determined the number of
stockholders of record you had on a date in the future.  Please
update this information as necessary with the next amendment.

Proxy Statement, pages 1-3
10. Revise to include a more specific citation to where in the
document shareholders can learn about revoking their proxy, such
as
on page 14 in response to the question "Can you change your
vote..."and also disclose in the Q&A on page 14 the mailing
address
where shareholders may submit any written requests for revoking
the
proxy.

Summary Term Sheet, page 4
11. Please confirm that the summary term sheet will begin on the
first or second page of the disclosure document provided to
security
holders, pursuant to Instruction 2 to Item 1001 of Regulation M-A.
Revise as necessary.
12. Please ensure that the summary term sheet highlights all of
the
essential features of and the significance of the proposed reverse
stock split.  For example, the summary term sheet should

* describe the purposes and/or reasons for the merger;
* address the company`s substantive and procedural fairness
determination as to the unaffiliated security.

For further guidance, see Section II.F.2.a of SEC Release No. 33-
7760.
13. Revise the introductory paragraph to reflect that the Summary
Term Sheet highlights the material aspects of the transaction, not
just "selected information."
14. Please refrain from placing cross-references in all-capital
letters, and instead use bold-faced or italicized typeface to
emphasize those references.
15. Please revise the summary term sheet to state the amount and
percentage of shares already committed to approve the transaction.

Summary Information in Question and Answer Format, page 5
Since the Continuing Stockholders have sufficient votes to approve
the merger, page 7

16. We note your statement that you are holding the meeting in
order
to promote a full discussion of the arguments for and against the
going private transaction.  Therefore, please provide a brief
explanation as to how the meeting will serve that purpose.

What actions have been taken by the Special Committee?, page 9
17. You state that the recommendation of the Special Committee was
partly based upon consultations with its professional advisors.
Please revise to identify those advisors and the specific nature
of
the advisory services they provided to the Special Committee,
including any analysis and/or recommendation they might have made
to
the Special Committee.

What rights do stockholders have to dissent from the Merger?, page
11
18. The length of this discussion is not appropriate for a summary
section.  Please revise to streamline the discussion to include
only
the material aspects of stockholders` rights of appraisal, and
include a cross-reference to page 51 where you discuss these
rights
in more detail.
19. Please state whether any provisions have been made to grant
unaffiliated shareholders access to the corporate files of the
filing
persons or to obtain counsel or appraisal services at the expense
of
the filing persons.  Refer to Item 4 of Schedule 13E-3 and Item
1004(e) of Regulation M-A.

What are the conditions to the Merger, page 13
20. Please revise to reflect that the list includes the material
conditions to the merger, rather than the "certain of the most
important" conditions to the merger.

Information About the Company, page 15
Stock Ownership, page 17
21. Here, or elsewhere as appropriate, provide the addresses of
all
filing persons.  Refer to Item 1003(a) of Regulation M-A.

Information About Acquisition Co., page 18
22. Please disclose the entities related to the Lombardi Brothers
and
tell us what consideration you gave to including them as filing
persons.

Cautionary Statement and Risks Concerning, page 18
23. Please delete the reference to Section 21E of the Securities
Exchange Act of 1934 and Section 27A of the Securities Act of
1933.
By its terms, the Private Securities Litigation Reform Act safe
harbor does not apply to statements made in connection with going
private transactions.  Refer to Regulation M-A telephone
interpretation M.2 available at www.sec.gov in the July 2001
Supplement to the Division of Corporation Finance`s Manual of
Publicly Available Telephone Interpretations.

Voting of Proxies, page 20
24. Please note that if a solicitation is related to a merger, the
staff does not view a postponement or adjournment for the purpose
of
soliciting additional proxies as a matter "incident to the conduct
of
the meetings," as described in Rule 14a-4(c)(7).  While we
understand
that in the present case, the vote is locked up, your disclosure
indicates that you may solicit additional proxies after a
postponement.  Accordingly, discretionary authority cannot be used
to
adjourn a meeting as described in this section.  We would consider
an
adjournment to be a substantive matter requiring its own vote
using a
specific, separately enumerated item on the proxy card.  If you
wish
to obtain authority to adjourn the meeting to solicit additional
proxies for the merger, please revise your proxy card and
disclosure
accordingly.

Special Factors, page 21
Events Leading to the Proposal for and the Acceptance, page 22

25. Please expand your discussion of the reasons for the proposed
merger in greater detail.  As required by Item 1013(b) and (c) of
Regulation M-A, your revised discussion should explain:

* the reasons for undertaking the merger in reasonable detail;

* why the board and filing persons recommended undertaking the
merger
at this particular time;

* whether any alternatives were considered and, if so, why such
alternatives were rejected; and

* the reasons for structuring the proposed going-private
transaction
as a merger.

Note that your revised disclosure should provide reasonably-
detailed
explanations, not just conclusory statements.  See Instruction 1
to
Item 1013 of Regulation M-A.

26. Please clarify the calendar dates of all discussions you
reference in this section. For example, in the first paragraph
provide the dates of the discussions that occurred in the "third
and
fourth quarters of fiscal 2004." Also, please clarify the
circumstances surrounding the organization of Acquisition Co. in
November 2003.  Currently it is not clear from your disclosure
what
precipitated the formation of that entity.  Your disclosure
should:
* indicate when the group was formed;
* disclose who first proposed the possibility of going private and
when this occurred;
* disclose the terms of the original November 2003 offer; and
* address the terms of each offer.
27. Please confirm that you have described all meetings,
negotiations, contacts, etc., among board members, executive
officers
and management, the special committee and the acquisition group
and
revise to expand your discussion as necessary.  You should
identify
the participants in, and the initiator of, each negotiation or
contact, and include a discussion of the substance of all meetings
to
provide the reader with a sense of context for the events leading
up
to the proposal for the merger offer.  For example, who first
suggested the possibility of going private and how was it
determined
that the merger was the best means of accomplishing the stated
goals?
Please revise as appropriate.
28. Disclose any limitations placed on the authority of the
special
committee and any arrangements for compensating the individuals
who
served on the committee.
29. Discuss whether or not the Board or special committee
solicited
or received any third party offers.
30. We note your statement that the Special Committee engaged
Ellenoff Grossman & Schole LLP to serve as independent counsel on
December 17, 2003.  As applicable, please include disclosure
regarding the subsequent role of this law firm in the transaction.
31. Disclose the price established by the special committee and
communicated to the Lombardi Group after the April 21, 2004
meeting.
32. Please place the various events in chronological order.  For
example, we note from the bottom of page 24 your explanation for
why
the Maschler Group, in February 2004, initially contacted the
company.
33. Furthermore, please disclose the dates or range of dates over
which the "subsequent series of discussions" took place between
Michael Lombardi and Matthew Maschler after the initial contact in
February 2004.  Also disclose the date on which the two parties
agreed to the conditions surrounding the Maschler Group joining
the
Lombardi Group as Continuing Stockholders, and discuss whether
that
was a written or oral agreement.
34. We note that you retained Houlihan Lokey on January 30, 2004,
that Houlihan Lokey advised the Special Committee in May 2004 that
it
could opine favorably as to the fairness of the consideration
offered, and that on December 16, 2004 Houlihan Lokey subsequently
updated its analysis and provided the Special Committee with a
written opinion.  Please confirm that you have summarized all
presentations or discussions with the financial advisor, or
reports
issued, as required by Item 9 of Schedule 13E-3 and Item
1015(b)(6)
of Regulation M-A.  In addition, please explain the reason(s) for
the
substantial delay between the special committee`s recommendation
and
the Board`s approval of the transaction.  You should discuss any
meeting, discussions or negotiations that occurred in the
intervening
period.

Recommendation of the Special Committee and the Board, page 25
35. Each filing person must state whether it reasonably believes
that
the transaction is both substantively and procedurally fair or
unfair
to unaffiliated security holders and why.  See Item 1014(a) of
Regulation M-A.  Your current disclosure only addresses the
Board`s
view of the fairness of the transaction.  Please amend the
disclosure
to include statements by each of the filing persons regarding the
substantive and procedural fairness of the transaction to
unaffiliated security holders.  Please also discuss the factors
that
the special committee and each filing person`s fairness
determination
is based upon, as required by Item 1014(b) of Regulation M-A.  See
Answer to Question 20 of  Release No. 34-17719.
36. To the extent any filing party is relying on the analysis of
Houlihan Lokey or any other filing party to satisfy its Item 1014
requirements, it must specifically adopt the analysis as its own.
Refer to Item 1014(b) of Regulation M-A and See Answer to Question
20
of  Release No. 34-17719 and revise as appropriate.
37. Your discussion of factors considered by the Board is overly
vague.  Instruction 3 to Item 1014 of Regulation M-A discourages
the
use of conclusory statements when discussing the factors
considered
by the Board and the special committee in reaching a fairness
determination.  Instead of simply listing or identifying the
factors
the Board considered, you must summarize its analysis of each
factor.
Your revised discussion of the factors considered should show
whether
each factor favored or detracted from the conclusion that the
merger
was fair to unaffiliated shareholders.

38. All of the factors listed in Instruction 2 to Item 1014 of
Regulation M-A are generally relevant to the fairness
determination
in a Rule 13e-3 transaction and should be discussed in
considerable
detail.  Revise each filing person`s fairness determination to
address all of the factors listed in Instruction 2 to Item 1014 of
Regulation M-A.  For example, we note that the Board does not
appear
to address the factors listed in Instruction 2(iv) - (vi) and
(viii).
If a filing person did not consider one or more of the factors,
state
that and explain why the factor