SecProbe.io

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Mail stop 03-05

      July 5, 2005

Mr. Gregory L. Burns
Chief Executive Officer and Chairman of the Board
O`Charley`s Inc.
3038 Sidco Drive
Nashville, TN 37204

      Re:	O`Charley`s Inc.
      Form 10-K for the year ended December 26, 2004
      File No. 000-18629
		Filed March 28, 2005

Dear Mr. Burns:

      We have reviewed your 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
information so we may better understand your disclosure.  After
reviewing this information, we may 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 December 26, 2004

Item 7:  Management`s Discussion and Analysis
Liquidity and Capital Resources, page 28
1. Please revise future filings to separately quantify your
historical capital expenditures, as discussed on page 30, into
growth
capital expenditure and maintenance capital expenditure
components.
Provide us your intended disclosure.

2. We note that you have provided certain financial ratios as of
the
end of fiscal years 2004 and 2003.  Please revise future filings
to
discuss these ratios in relation to the financial covenants of
your
credit facility.  Highlight the amount of any "headroom" under
these
covenants.

Item 8:  Financial Statements
Note 1 - Summary of Significant Accounting Policies, page 45
O`Charley`s Inc., page 45
3. Please explain why the accounts of the Louisiana joint venture
franchisee are consolidated in your financial statements.  It is
not
apparent from your disclosures why the Louisiana joint venture
franchisee is being consolidated.  In this regard, we note your
statement on page 34 that the Louisiana joint venture is owned
equally between you and the joint venture partner.  The usual
condition for consolidation is the ownership of a majority voting
interest.  For guidance, refer to FAS 94.

In addition, please tell us how you have evaluated the Louisiana
joint venture as a variable interest entity under consolidation
criteria specified in FIN 46.

Property and Equipment, page 45
4. We note you include one renewal period for all equipment under
capital leases.  Please explain how one renewal period for all
your
equipment under capital lease is "reasonably assured" as defined
under FAS 13.

Managing Partner Program for Stoney River, page 45
5. Please explain to us both how you are accounting for the
managing
partner program and the reason your accounting is appropriate.  As
part of your response, address the accounting for any periodic
payments made under the program and the accounting for the buyback
of
the investment.  In addition, provide us an analysis of the
significant terms and characteristics of the equity interests that
are being issued.  Finally, provide an accounting policy for your
program in future filings.

Note 17:  Litigation and Contingencies, page 63
6. Please explain to us the defenses that you have with respect to
the Hepatitis A outbreak litigation.
7. Tell us the amount of insurance coverage that you have
available
for each individual asserted and unasserted Hepatitis A outbreak
claim.
8. Revise future filings to address your response to the two
preceding comments.

* * * * *

	Please file your response to our comments via EDGAR within 10
business days from the date of this letter.  Please understand
that
we may have additional comments after reviewing your response.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and 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 filing;

* 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 Tracie Northan at 202-551-3311 or me at 202-551-
3812
if you have questions regarding comments on the financial
statements
and related matters.

Sincerely,

Michael Fay
Branch Chief Accountant

Via facsimile:  Lawrence E. Hyatt, CFO
		(615) 782-5043

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Mr. Gregory L. Burns
O'Charley's Inc.
July 5, 2005
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