SecProbe.io

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April 15, 2005

Ms. Linda Cvrkel, Branch Chief
Division of Corporate Finance
Securities and Exchange Commission
Mail Stop 03-05
Washington, D.C.  20549

                                   RE:  Noble Roman's, Inc.
                                        Form 10-K For Year Ended 12/31/04
                                        Commission File #000-11104

Dear Ms. Cvrkel:

We received your comments regarding the above-referenced file. Our responses to
those comments below correspond to the numbered comments in your letter of April
7, 2005. As you requested, Noble Roman's, Inc. hereby acknowledges that it is
responsible for the adequacy and accuracy of the disclosure in its filings.

1)   The company is a Franchisor of Noble Roman's Pizza franchises and Tuscano's
     Italian Style Subs franchises. In conjunction with the development of those
     concepts, the company has devised recipes for many of the ingredients that
     go into making its products ("Proprietary Products"). The company has
     contracted with various ingredient manufacturers to manufacture its
     Proprietary Products in accordance with the company's recipes and formulas.
     Pursuant to such contracts, the manufacturers sell, at a price fixed by the
     contract, the Proprietary Products to distributors, which have contracted
     with company to distribute to the company's franchisees, at a contracted
     margin over the purchase price from the manufacturer. The contracts for
     Proprietary Products obligate the manufacturers to pay to the company
     certain amounts based on volume of usage and other factors, certain
     allowance for the use of its recipes and formulas in manufacturing the
     Proprietary Products. Most such contracts require the product allowances to
     be paid on a monthly basis, however, some are on an annual basis. The
     company recognizes the product allowances at the rate set in each contract
     based on purchase reports from its distributors as the allowance revenue is
     earned.

2)   In future filings, the company will include a tabular disclosure of its
     contractual obligations.

3)   In future filings the company will disclose its critical accounting
     estimates as part of its MD&A. The preparation of the consolidated
     financial statements in conformity with generally accepted accounting
     principles requires management to make estimates and assumptions that

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     affect the amounts reported in the consolidated financial statements and
     accompanying notes. Actual results could differ from those estimates. The
     Company evaluates its property and equipment and related costs periodically
     to assess whether any impairment indications are present, including
     recurring operating losses and significant adverse changes in legal factors
     or business climate that affect the recovery of recorded value. If any
     impairment of an individual asset is evident, a loss would be provided to
     reduce the carrying value to its estimated fair value.

4)   Valuation allowances for accounts and notes receivable were $142,992 at
     December 31, 2003 and $82,262 at December 31, 2004. The valuation allowance
     was established in 2003 to adjust the total receivables to the company's
     best estimate of what would be collected from the total receivables. In
     2004, certain of those accounts in the amount of $60,730 were determined to
     be uncollectible and were charged off against the allowance. The company's
     policy is to create a valuation allowance in a sufficient amount to adjust
     the total receivables value, in its best judgment, to reflect the amount
     that the company estimates will be collected from its total receivables. As
     any accounts are determined to be uncollectible, they are charged off
     against the allowance.

5)   We do not deem the activity in the allowance account to be material at this
     time. If it becomes material in future filings, we will include on Schedule
     II.

6)   The subordinated debentures bear interest at the rate of 8% per annum
     payable quarterly and mature December 31, 2006. This disclosure will be
     included in the footnotes in future filings.

7)   The company received interest income of $60,199 in 2004. The interest
     income was included in the company's Consolidated Statement of Operations
     in total revenue in the line item "Administrative fees and other". It is
     not required to be separately presented because it is not material.

8)   In the earnings per share presentation, the line item should have been "Net
     income from continuing operations" consistent with the same line item in
     the Statement of Operations. The company will comply with FAS 128 in future
     filings. This heading will be corrected in future filings.

9)   Restricted cash will not be included in the Statement of Cash Flows in
     future filings.

10)  In future filings, the company will include a supplement disclosure of any
     non-cash investing and financing activities.

11)  The 115,000 common shares issued during 2002 were partial settlement, in
     addition to cash paid, for the termination of a lease for one of the
     locations in the discontinued operations. At the time of this settlement,
     the company was still losing money, highly leveraged, registered shares in

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     very minimal trading were approximately $.60 per share, the shares issued
     were not registered and bore a restrictive legend, therefore, it was
     determined that any value attributable to those shares was minimal and
     immaterial to the financial statements.

     The 111,666 common shares were the result of two exercises of warrants
     which had been issued in 1998. The 1998 warrant provided that if the market
     price at the time of exercise was greater than the exercise price, in lieu
     of exercising the warrant for cash, the holder may, at its option, elect to
     have a net exercise. In the first exercise the warrant holder submitted a
     warrant for 150,000 shares at $.40 per share and elected a net exercise of
     100,000 shares. Since the market value at the date of exercise was $1.60
     the holder surrendered 25,000 shares as the net exercise price and was
     issued a certificate for 75,000 shares and a new warrant for the remaining
     50,000 shares at the same terms as before. In the second exercise, the
     holder exercised the warrant to purchase the 50,000 shares remaining after
     the preceding exercise and the market value on the date of that exercise
     was $1.50. In the net exercise the holder surrendered 13, 334 shares and
     was issued a certificate for 36,666 shares.

12)  In future filings we will include in the Notes to Financial Statements and
     in the MD&A discussion, the potential effects of any recently issued
     accounting pronouncements.

13)  In April 1999 the company obtained financing by issuing Participating
     Income Notes on April 30, 1999 in the total principal amount of $2,281,133
     to various individuals and funds affiliated with Geometry Group, Inc., no
     prior affiliation with the company, which matured April 15, 2003 and
     provided that the note, on maturity, shall be paid at the election of the
     Holder (i) in cash, (ii) in common stock of the company at the rate of
     $1.375 per share or (iii) partly in cash and partly in shares in 2003. In
     2000, as a condition to additional financing with the Geometry Group, Inc.,
     the conversion rate of $1.375 per share was amended to $1.00 per share. All
     individuals and funds associated with the Geometry Group, Inc. in 2003
     elected to receive payment for their Participating Income Notes in cash
     except one individual and one fund who negotiated with the company to
     extend the maturity of their Participating Income Notes in principal amount
     totaling $859,060 to mature December 31, 2004 with all other terms and
     conditions of the notes remaining the same. On December 31, 2004, the two
     remaining Holders of the Participating Income Notes elected to receive
     their payment in stock at the $1.00 per share conversion rate. There was
     not a beneficial conversion feature present at the time the notes were
     issued. The conversion rate was determined by negotiations by the company
     with the Geometry Group, Inc., an independent party. Since the Holders had
     a right to receive repayment of the note at their option either in cash or
     in stock, there was no treatment of the conversion feature in our financial
     statements until the Holders made their election. The Holders who elected
     cash simply received cash for their notes. The Holders who elected

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     conversion received stock certificates for the surrender of their notes and
     the company recorded a corresponding classification of value on the
     financial statements from notes payable to common stock.

14)  In future filings we will include all disclosure requirements in SFAS
     No.148 and Paragraphs 47 and 48 of SFAS No. 123.

15)  At December 31, 2004 the company had outstanding warrants to purchase
     common stock as follows:

     --------------------------------------------------------------------------
     # Common Shares Represented     Exercise Price    Warrant Expiration Date
     --------------------------------------------------------------------------
                50,000                   $ 1.00               6/30/2005
     --------------------------------------------------------------------------
                50,000                   $ 1.50               6/30/2006
     --------------------------------------------------------------------------
              1,000,000                  $ .40                12/31/2007
     --------------------------------------------------------------------------
              1,000,000                  $ .93                12/31/2007
     --------------------------------------------------------------------------
              1,000,000                  $ .93                 1/7/2010
     --------------------------------------------------------------------------
               600,000                   $ .93                1/24/2011
     --------------------------------------------------------------------------

16)  After sustaining net losses before income tax benefit of $4.5 million in
     1996, $9.6 million in 1997 and $3.9 million in 1998, the company made the
     strategic decision to close the entire segment of its business having to do
     with the operations of running full-service restaurants and re-focused all
     of its business efforts on its non-traditional and co-brand franchising
     opportunities that the company commenced in 1997. As a result of that
     strategic decision, a loss on discontinued operations was reflected for:
     all remaining assets associated with its full-service operations which were
     reduced to the then estimated liquidation value, all activities in 1999
     associated with the full-service restaurants and the establishment of a
     reserve for the estimated future costs ($1.6 million) which would be
     associated with those restaurants until they could be closed or franchised
     and the various leases could be terminated or sublet to others. At December
     31, 1999, the company was obligated under numerous non-cancelable long-term
     leases for the properties on those discontinued operations in the
     approximate amount of $10.3 million. In addition, the company had past due
     accounts payable of approximately $3.2 million, most of which were related
     to the segment of its business being discontinued.

     It took the company longer than originally estimated to either sell or
     franchise all of the then remaining full-service restaurants. However, by
     mid-September 2000, all of the segment's full-service restaurants were
     closed or franchised. Because of the longer than estimated time, the
     company incurred more loss from operating that segment until it could be
     sold or franchised than was originally estimated.

     During the process of getting the company out of the discontinued segment
     where locations were sold to others, Noble Roman's was not relieved of its
     contingent liabilities on the non-cancelable leases. Some of the leases
     that were ultimately agreed to be terminated by mutual consent of the
     parties ended in disputes that ultimately ended up in court. Several of the
     past due accounts payable, although already shown on the company's books as
     a payable, because payment had to be delayed and deferred for later payment
     and payment schedules, ended up in dispute which had to be resolved through
     the courts.

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     As a result of all the varied leases and other disputes being handled
     through the courts in regard to the discontinued segment, the company has
     continued to incur large amounts of legal expense, expenses from out of
     court settlements and negotiated settlements with the landlords. Some of
     the assignees resulting from assignments of the leases did not perform and
     the company was called upon later to satisfy the lease commitments.

     Although the legacy obligations are now narrowed to only a few remaining
     issues, there will be some continuing charges to discontinued operations in
     the year 2005. There are still three pending court cases involving the
     discontinued operations although the company has already deposited with the
     court funds to settle two of those cases should there ultimately be an
     adverse final ruling. However, the company does not believe that it has
     liability in either case and continues to defend itself in court. Since the
     2004 10-K was filed, the company has settled two other matters arising out
     of the closing of the discontinued segment by paying relatively small
     settlements to avoid costs of continuing litigation. Even though the
     company paid these settlements, it denied and it denies now that it had any
     obligation under those two claims. The remaining claim, the company
     considers frivolous and will continue to defend.

     All amounts charged to loss from discontinued operations have been the
     result of legal expenses in connection with that discontinued segment, out
     of court settlements to terminate leases usually in settlement of pending
     litigation, out of court settlements in disputed claims by others upon the
     discontinued segment, write down the value of various assets from the
     discontinued operations as they prove to be less than the estimated value
     that the assets were written down to in 1999, and other costs directly
     related to the discontinued segment as the company continues to struggle to
     get all of those issues resolved. Additionally, as disclosed in Note 3 to
     the 2004 financial statements, the company had approximately $2.45 million
     contingent liabilities on non-cancelable leases. Of this amount,
     approximately $1.975 million of this contingent liability relates to
     non-cancelable leases on properties sold or sublet to others where the
     company remains contingently liable. The company believes that those
     obligations will be serviced by the new tenant, however, there can be no
     assurance that the company will not have costs in the future related to
     those contingent obligations.

17)  During the years 1997 through 1999, $1.3 million of the company's potential
     deferred tax asset was not recorded due to a valuation allowance. In
     looking at the company's projections at that time and considering the years
     in which the deferred tax asset would expire, the company co