SecProbe.io

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May 13, 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 dated May 2, 2005 regarding the above referenced file.
Our response to those comments below corresponds to the numbered comments in
your letter of May 2, 2005.

1)   Noble Roman's, Inc. ("Noble Roman's" or the "Company")hereby acknowledges
     (i) that it is responsible for the adequacy and accuracy of the disclosure
     in its filings, (ii) that 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 (iii) 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.

2)   The following language will be included with financial statements included
     in future filings.

     The preparation of the consolidated financial statements in conformity with
     generally accepted accounting principles requires management to make
     estimates and assumptions that affect the amounts reported in the
     consolidated financial statements and accompanying notes. Actual results
     may differ from those estimates. The Company evaluates the carrying values
     of its assets, including property, equipment and related costs, accounts
     receivable and deferred tax asset, periodically to assess whether any
     impairment indications are present, due to (among other factors) recurring
     operating losses, significant adverse legal developments, competition,
     changes in demands for the Company's products or changes in the business
     climate that affect the recovery of recorded value. If any impairment of an
     individual asset is evident, a charge will be provided to reduce the
     carrying value to its estimated fair value.

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3)   Interest income was included in total revenue for the years 2002, 2003 and
     2004 in the amount of $69,528, $68,948 and $60,449, respectively. The
     amount of interest was not considered material to the financial statements
     as to require separate classification in order to make the statements not
     misleading.

     In future years, if the interest income becomes material to the operating
     income, the Company will include the interest in non-operating income
     presented below the operating income line on the statement of operations.

4)   The 115,000 common shares issued in December 2002 were for partial
     settlement, in addition to cash paid, for the termination of a lease for
     one of the former locations of the discontinued operations. The shares so
     issued contained the following restrictive legend: "The common shares
     represented by this certificate have not been registered under the
     Securities Act of 1933, as amended, or any state's securities laws. These
     shares may not be transferred in any manner without registration or an
     available exemption from registration."

     The Company's common stock was quoted on the OTC/BB at $.65 per share at
     the time of the transaction. This stock only traded nine days during
     December 2002 for a total of 59,700 shares during the entire month. In
     order to assess the fair market value of the shares at the date of
     issuance, because of the minimal trading, there should be some discount, at
     least 20%, which would take the value to $.52 per share and an additional
     discount of at least 33% to reflect securities law restrictions on the
     unregistered stock. Accordingly, the Company estimates that the value of
     the shares was approximately $.35 per share.

     Had the value been attributed to those shares of stock, the entry would
     have been:

                  Debit loss on discontinued operations       $26,565
                  Debit deferred tax asset                     13,685
                  Credit common stock                         $40,250
                  To record the issuance of 115,000
                  shares of common stock as partial payment of a lease
                  termination for one of the locations in the discontinued
                  operations by charging the loss to discontinued operations net
                  of tax effect.

     Had that entry been made, the effect on the statement of operations:

                                                         2002, As   2002, With
                                                         Reported   Above Entry

         Net income from continuing operations          $ 806,913   $ 806,913
         Loss from discontinued operations net of tax    (313,918)   (340,483)
                                                        ---------   ---------
         Net income                                     $ 493,714   $ 466,430

         Net income per share                           $     .03   $     .03

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     Had the entry been made, the effect on equity section of the balance sheet:

                                                       2002, As     2002, With
                                                       Reported     Above Entry

         Common stock                                 $17,789,452   $17,829,702
         Preferred stock                                4,929,274     4,929,274
         Accumulated deficit                          (21,550,365)  (21,576,930)
                                                      -----------   -----------
         Total stockholders' equity                   $ 1,168,361   $ 1,182,046

     The effect on the financial statements, as demonstrated, is immaterial both
     to the statement of operations and the balance sheet. In addition, the
     Company believes the above calculation overstates the true value of
     restricted stock in December 2002. It is the Company's belief that
     restricted stock in 2002 had only minimal, if any, market value.

5)   The Company will include the following note to its financial statements in
     future filings, "In conjunction with the development of Noble Roman's Pizza
     and Tuscano's Italian Style Subs, the Company has devised its own recipes
     for many of the ingredients that go into the making of its products
     ("Proprietary Products"). The Company contracts with various manufacturers
     to manufacture its Proprietary Products in accordance with the Company's
     recipes and formulas and to sell those products to authorized distributors
     at a contract price which includes an allowance for use of the Company's
     recipes. The manufacturing contracts also require the manufacturers to
     remit those allowances to the Company on a periodic basis, usually monthly.
     The Company recognizes those allowances in revenue as earned based on
     purchase reports from the distributors."

6)   In future filings the Company will include the amount of any allowance for
     uncollectible accounts and include in the notes to financial statements the
     Company's policy for recording the allowances, determining past due or
     delinquent status and writing off uncollectible accounts.

7)   The original $1.375 conversion price of the notes and the amended
     conversion price of $1.00 per share were determined by arms length
     negotiations between the investors in the notes and the Company. A detailed
     discussion of the historical background that led to the negotiation and
     execution of the convertible note financing is set forth immediately below.

     During 1995 and 1996, the Company attempted a major acquisition of a
     187-unit pizza restaurant chain operating in seven states in the Northeast
     as a part of a strategic decision to acquire and consolidate other regional
     chains. For a number of reasons this attempted acquisition failed, despite
     senior management devoting substantially all of its attention to that
     attempt for a period of almost 18 months. As the Company's focus was

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     increasingly on the acquisition transaction, the Company's primary market
     was, as a result of several demographic/consumption trends, targeted for
     expansion by a large number of mid-scale dining chains. The unemployment
     rates in the Company's labor markets were approaching record lows and the
     Company's personnel were aggressively recruited by others. Senior
     management, due to the acquisition transaction, was unable to participate
     in daily operations during the period.

     Because of the Company's dramatic employee turnover and its inability to
     stabilize staffing levels through ordinary recruiting efforts, sales and
     margins declined. The Company suffered serious losses and defaulted on its
     loan agreement with its primary lender. Due to a lack of staffing and the
     Company's financial difficulties, the Company closed 19 of its restaurants
     in May 1997 and initiated a turnaround strategy consisting of three primary
     elements:

          o    Negotiating a series of debt restructurings, as described below,
               with its primary lender, The Provident Bank, whereby the bank
               loaned the Company additional money, converted a portion of its
               debt to equity and extended maturity of remaining debt. The
               Company also obtained additional funding from various investors
               associated with the Geometry Group, New York, in the form of
               convertible participating income notes which may, at the option
               of the investors, be converted to equity April 15, 2003.
          o    Restructuring the Company's executive staff, including the
               appointment of Scott Mobley as President, Wade Shanower as Vice
               President of Operations, Troy Branson as Vice President of
               Franchising and Art Mancino as Vice President of Development.
          o    Initiating franchising Noble Roman's Pizza Express for
               non-traditional locations such as convenience stores, grocery
               stores, truck stops, travel centers, universities, bowling
               centers and to other traditional restaurants as a co-brand.

     On November 19, 1997, the Company entered into an amended and restated
     credit agreement with The Provident Bank. The amended and restated
     agreement provided for the reduction of previous outstanding debt of
     $11,000,000, cancellation of previously accrued interest, no interest to be
     paid or accrued on such debt until November 1, 1998, interest on such debt
     of 8% per annum payable monthly in arrears after November 1, 1998, maturity
     of the subject note extended to December 2001, principal payments on such
     debt beginning December 1, 1998 in an amount equal to 50% of excess cash
     flow as defined in the agreement, and the cancellation of a previously
     issued warrant to purchase 465,000 shares of the Company's common stock. In
     addition, the agreement provided for a new loan in the amount of $2,580,000
     due in December 2000 with interest payable monthly in arrears at a rate of
     prime plus 2.5% per annum. These arrangements were made in consideration
     for a new warrant to purchase 2,800,000 shares of the Company's common
     stock with an exercise price of $.01 per share.

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     On August 13, 1998, the Company obtained additional financing of
     $2,000,000. This financing was in the form of a loan due in December 2001
     and was to bear interest at 2 1/2 % per annum over the prime rate payable
     monthly. Simultaneous with making the loan, the bank received a warrant to
     purchase an additional 750,000 shares of the Company's stock at an exercise
     price of $.01 per share. The warrant was valued at $708,600, reflected as a
     discount to the note and amortized to interest expense over the term of the
     note.

     On December 31, 1998, converted $1,600,000 principal amount of previous
     notes payable plus all accrued interest through December 31, 1998 into
     921,066 shares of common stock in the Company. At the same time, replaced
     the remaining notes with one note in the amount of $14,572,366.47 bearing
     interest of 8.75% per annum. The note was to mature November 30, 2001.
     Interest on said note was to be paid monthly commencing February 1, 1999.
     Principal payments on the note were to be made quarterly in arrears in an
     amount equal to 50% of excess cash flow for the previous quarter as defined
     in the amended credit agreement.

     On May 1, 1999, canceled its existing note in the amount of $14,572,366 and
     replaced the canceled note with Tranche Y Term Loan in the principal amount
     of $8,000,000 and Tranche Z Term Loan in the principal amount of
     $6,572,366. Tranche Y Term Loan was to bear interest of 8.75% per annum
     payable monthly in arrears. Tranche Y Term Loan was to mature on April 15,
     2003. Principal payments on the Tranche Y Term Loan were payable quarterly
     in arrears in an amount equal to 50% of excess cash flow from the previous
     quarter as defined in the amended credit agreement. Tranche Z Term Loan was
     to bear interest of 8.75% per annum to be paid in PIK notes quarterly in
     arrears. Tranch Z Term Loan was to mature on April 15, 2003. There were to
     be no payments on the Tranche Z Term Loan until such time as Tranche Y Term
     Loan was paid in full, after which principal payments would be payable in
     amounts equal to 50% of the excess cash flow from the previous quarter as
     defined in the amended credit agreement. Simultaneous with this
     transaction, the Company and the bank entered into a Security Purchase
     Agreement with Geometry Group whereby Geometry Group, through various
     investors, loaned the Company $2,235,600 evidenced by Participating Income
     Notes which were to bear interest at the rate of 7.5% of certain revenues
     of the Company as defined in the Securities Purchase Agreement and were to
     mature on April 15, 2003. At maturity the Participating Income Note, at the
     option of the holder, was (i) to be paid in cash, (ii) to be paid by
     issuance of common stock at a conversion rate of $1.375, or (iii) a
     combination of cash and common stock.

     In December 1999, given the potential size of the opportunities in the
     non-traditional and co-branding segments, management determined that all
     financial and human resources at the Company's disposal would need to be
     focused on franchise services to maximize the potential outside of
     operating full-service traditional restaurants. As a result of that
     strategic decision, the Company closed another 16 of its full-service

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     restaurants and began efforts to franchise the remaining 31 full-service
     restaurants. Accordingly, all assets associated with the full-service
     operations were reduced to the estimated sales price of the 31 restaurants
     that the Company was expecting to sell. The reduction of the carrying value
     of all of those activities in 1999 associated with the full-service
     restaurants and a reserve for future costs associated with those
     restaurants in the amount of $1,599,032 was charged to a loss on
     discontinued operations totaling $13,754,35