SecProbe.io

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December 28, 2005

By facsimile to (212) 593-5955 and U.S. Mail

Mr. Thomas J. Baldwin
Executive Vice President and Chief Financial Officer
Morton`s Restaurant Group, Inc.
3333 New Hyde Park Road, Suite 210
New Hyde Park, NY 11042

Re:	Morton`s Restaurant Group, Inc.
	Registration Statement on Form S-1
	Filed December 2, 2005
File No. 333-130072
Annual Report on Form 10-K for the fiscal year ended December 31,
2004 and Subsequent Exchange Act Reports
File No. 1-12692

Dear Mr. Baldwin:

	We reviewed the filings and have the comments below.

	Where indicated, we think that you should revise the
documents
in response to the comments.  If you disagree, we will consider
your
explanation why a comment is inapplicable or a revision is
unnecessary.  Be as detailed as necessary in your explanation.  To
understand better your disclosure, we may ask you in some comments
to
provide us supplemental information.  We may raise additional
comments after reviewing this information.

	Our review`s purpose is to assist you in your compliance with
applicable disclosure requirements and to enhance the overall
disclosure in your documents.  We look forward to working with you
to
achieve these objectives.  We welcome any questions that you may
have
about comments or any other aspect of our review.  You may call us
at
the telephone numbers listed at the end of this letter.

S-1

1. We note that non-Rule 430A information is omitted throughout
the
S-1.  To the extent practicable, complete the information before
amending the S-1.

2. We note that Morton`s Restaurant Group, Inc. or Morton`s
intends
to file by amendment numerous exhibits, including the underwriting
agreement and the legality opinion.  Allow us sufficient time to
review the exhibits before requesting acceleration of the
registration statement`s effectiveness.

3. We note that Morton`s intends to include artwork in the
registration statement.  Submit the artwork for our review before
the
registration statement`s effectiveness.  For any artwork included
in
the registration statement:

* Ensure that the artwork does not serve as a substitute for or as
a
supplement to the prospectus` summary and business sections.

* Ensure that any graphical presentation and accompanying text
provide a balanced view of Morton`s and its business.

* Limit any artwork on the prospectus` inside front cover page to
a
single page.

* Limit any graphics to a pictorial depiction of Morton`s products
and services with simple labels or phrases that are directed to
investors.  Explain the graphical representations` meaning and
significance.

* Include any information about Morton`s third party relationships
in
the prospectus` business section.  Explain the relevance and
significance of any third party relationship.

* Place any promotional material in the business section where it
can
be analyzed and understood in its proper context.

Prospectus` Outside Front Cover Page

4. We note that you omit an estimated price range for the
offering.
You may omit an estimated price range in the first amendment,
provided you give us adequate time to review the registration
statement with the estimated price range in it before requesting
acceleration of the registration statement`s effectiveness.  We
consider estimated price ranges of up to $2.00 if under $20.00 or
10%
if over $20.00 to be a good faith estimate for purposes of
requirements under the Securities Act.  Further, confirm that you
will include an estimated price range in the form of preliminary
prospectus distributed to prospective purchasers.  See Item
501(b)(3)
of Regulation S-K and the item`s instructions.

Table of Contents, page i

5. Move the paragraphs after the table of contents on pages i-ii
so
that they follow the summary and risk factor sections.  See Item
502
of Regulation S-K and section IV.B. of Release 33-7497.  If your
underwriters eliminate the prospectus` outside back cover page,
you
may include disclosure of dealer prospectus delivery obligations
on
page i.  Otherwise, move that disclosure to the prospectus`
outside
back cover page.  See Item 502(b) of Regulation S-K.

6. You state in the paragraph after the table of contents that
investors should not rely on any information other than the
information in the prospectus.  If you intend to use any free
writing
prospectuses, you should consider removing this language when you
have a section 10 prospectus ready since Morton`s would be liable
for, and investors would be entitled to rely upon, that
information
also.

Industry and Market Data, page ii

7. Amend this paragraph`s language to remove the implication that
you
are disclaiming responsibility for information that you have
chosen
to include in the prospectus.

Summary, page 1

8. The summary is much too detailed and includes information about
Morton`s and its business best included elsewhere in the
prospectus.
Revise so that the summary highlights in a brief overview the key
aspects or features of Morton`s and its business.  In particular,
delete or condense significantly "Our Competitive Strengths" and
"Our
Business Strategy."  See Item 503(a) of Regulation S-K.  To the
extent that you retain disclosure of this nature, ensure that you
balance it by summarizing significant attendant risks.

9. We note your market position for company-owned, upscale
steakhouses.  Revise to disclose your market position in the
broader
category of upscale steakhouses and upon what metrics the market
position is determined.

10. In presenting Morton`s total revenues and operating income,
disclose also Morton`s net income for the periods presented.

11. Please revise to remove disclosure of average restaurant-level
operating margins on pages 2 and 49.  Our principal objection is
to
the exclusion of operating costs, such as depreciation and general
and administrative expenses, which facilitate the profitability
and
performance of your restaurants.  For example, we note your
disclosure on page 10 that a majority of your growth has been due
to
opening new restaurants and that this depends on your ability to
find
quality locations and reach acceptable lease terms.

12. We note from the bottom of page 8 and your disclosure on page
7
that you plan on providing unaudited as adjusted balance sheet
data
as of October 2, 2005 to give effect to the offering and related
transactions as if they had occurred on October 2, 2005.  Please
ensure that footnote disclosures are included to explain all
adjustments that have not been explained on the capitalization
table
on page 28 (i.e., current assets, property and equipment, current
liabilities, etc.).

13. Disclose the price per share paid in the July 2002 going
private
transaction.  Disclose also the equity stake that the sponsor will
have after the offering.

Risk Factors, page 10

14. Disclosure in this section`s first paragraph states that "The
risks described below are not the only risks that we face.
Additional risks and uncertainties not currently known to us or
that
we currently deem to be immaterial may also impair our business."
Since Morton`s must disclose all risks that it believes are
material,
delete the two sentences.

15. Some risk factors` captions or headings state merely a fact or
describe an event that may occur in the future or are too vague to
describe adequately the risk that follows.  For example, refer to
the
first, third, fifth, eighth, ninth, twelfth, fourteenth,
sixteenth,
seventeenth, twentieth, twenty-second, twenty-fourth, and
thirtieth
risk factors.  State succinctly the risk that flows from the fact
or
uncertainty.

16. Include in each risk factor`s discussion information necessary
to
assess the risk, including its magnitude.  For example:

* The first risk factor states that the vast majority of Morton`s
weekday revenues and substantial portion of Morton`s weekend
revenues
are obtained from business people using expense accounts.
Quantify
the portion of Morton`s weekday revenues and the portion of
Morton`s
weekend revenues obtained from business people using expense
accounts
during the periods presented in the financial statements.

* The second risk factor states that a substantial majority of
Morton`s historical growth has been due to opening new
restaurants.
Quantify the portion of Morton`s historical growth that has been
due
to opening new restaurants during the periods presented in the
financial statements.

* The second risk factor states that there is a "ramp-up" period
before we expect a new Morton`s steakhouse to achieve our targeted
level of performance.  Specify the average "ramp-up" period
required
for a new Morton`s steakhouse to achieve your targeted level of
performance.

* The third risk factor states that Morton`s has closed in the
past
and may close in the future one or more of its restaurants.
Quantify
the number of restaurants that Morton`s has closed during the
periods
presented in the financial statements.

* The seventeenth risk factor states that Morton`s level of
indebtedness could adversely affect its financial condition.
Quantify the level of Morton`s indebtedness.

* The twentieth risk factor states that some of Morton`s senior
executives are important to its success.  Identify the senior
executives who are important to Morton`s success.

* The twenty-fourth risk factor states that Morton`s intends to
redeem or repurchase all of its outstanding notes.  Quantify the
amount of Morton`s outstanding 7.5% senior secured notes and 14%
senior secured notes.

* The twenty-eighth risk factor states that Morton`s plans to
issue
options, restricted stock, or other forms of stock-based
compensation
to its directors, officers, and employees.  Quantify the amount
and
other material terms of the options, restricted stock, or other
forms
of stock-based compensation that Morton`s plans to issue to its
directors, officers, and employees.  We note the disclosure on
page
66 and elsewhere that Morton`s plans to make the awards before
this
offering`s completion.

17. Some risk factors` headings and discussions include generic
conclusions such as Morton`s results of operations, business, or
financial condition would or could be materially and adversely
affected or would or could be harmed.  For example, refer to the
first, third, fifth, thirteenth, twentieth, twenty-first, and
twenty-
second risk factors.  Avoid generic conclusions.  Rather, explain
specifically what the risk`s consequences or effects are for
Morton`s
and its securityholders.

18. Some risk factors include language like "we cannot assure,"
"We
cannot assure," "There can be no assurance," "We cannot
guarantee,"
and "No assurance can be given."  For example, refer to the fifth,
thirteenth, seventeenth, eighteenth, twentieth, twenty-fourth, and
thirtieth risk factors.  Since the risk is the situation described
and not Morton`s inability to assure or guarantee, please revise.

19. Disclose in an appropriate risk factor that the new revolving
credit facility will carry a floating rate of interest and the
risks
that this presents to Morton`s.

Use of Proceeds, page 23

20. Disclose that the proceeds from the 14% senior secured notes
were
used to pay a dividend distribution of $36.9 million to the equity
holders of Morton`s Holdings, LLC or MHLLC.

Dilution, page 25

21. We note that the comparative table excludes shares issuable
upon
exercise of options and restricted stock grants that Morton`s
expects
to award under its proposed equity incentive plan.  The
requirement
for including shares subject to options and restricted stock
grants
in the comparative table pertains also to any shares that
directors,
officers, promoters, and affiliated persons "have the right to
acquire."  See Item 506 of Regulation S-K.  Revise so that the
table
includes all shares that directors, officers, promoters, and
affiliated persons have the right to acquire.

Capitalization, page 27

22. Please revise your footnotes to the capitalization table to
include a disclosure that the actual basis reflects the __ for one
stock split of shares of our common stock prior to the closing of
the
offering.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 32

23. Disclosure on pages 41 and 67 and elsewhere indicates that
Morton`s plans to enter into a new senior revolving credit
facility.
For any credit facility or other financial instrument that
requires
Morton`s or its restricted subsidiaries to satisfy specified
financial ratios and tests, state what the limits of all material
financial ratios and tests are.  We note the disclosure in the
eighteenth risk factor.

24. File the new senior revolving credit facility as an exhibit to
the registration statement.

25. We note your disclosure that you expect that your new senior
revolving credit facility will contain customary affirmative and
negative covenants and require you to meet certain financial
ratios.
Please revise your disclosure in MD&A to specifically state that
the
new credit facility will most likely restrict the payment of
dividends, if so expected.

26. We note that you have included a contractual commitments table
on
a pro forma basis assuming receipt of the net proceeds from your
sale
of common stock.  Please revise your filing to precede this table
with a table of contractual obligations as of October 2, 2005 on
an
actual basis, without giving effect to the planned application of
the
proceeds.   See requirements in Item 303(a)(5) of Regulation S-K.

Restaurant Industry Overview, page 48

27. We note the market statistics for the restaurant industry as a
whole.  Provide comparable statistics for the upscale steakhouse
market.

Legal Proceedings, page 56

28. For each of the August 2002, November 2004, and May 2005
matters,
quantify the known or estimated dollar amount of damages sought by
the plaintiffs.  See Item 103 of Regulation S-K and the item`s
instructions.  We note the disclosure in the fifth risk factor.

29. For the November 2004 and May 2005 matters, specify the names
of
the courts in California and Massachusetts in which the
proceedings
were initiated.  See Item 103 of Regulation S-K.

30. Expand the disclosure in this section`s last sentence to
explain
in sufficient detail what the phrase "based on current knowledge
of
these matters" encompasses.

Management, page 58

31. Disclosure on page 58 includes the names of persons who will
become directors upon the offering`s completion.  File the consent
of
each person as an exhibit to the registration statement.  See Rule
438 of Regulation C under the Securities Act.

32. Disclosure under "Board Composition" on page 62 states that
Morton`s intends to have a classified board.  Identify the members
of
each class.  State the term of each class.

33. Disclosure under "Employment Agreements" on page 62 states
that
Morton`s anticipates that Mr. Thomas J. Baldwin`s employment
agreement will be amended.  Disclose the amended employment
agreement`s material terms in the prospectus.  File the amended
employment agreement as an exhibit to the registration statement.

34. Disclosure under "Equity Incentive Plan" on pages 63 and 66
states that Morton`s plans to implement a new equity incentive
plan
and plans to grant incentive stock options and restricted stock to
members of Morton`s executive management team.  Identify the
members
of the executive management team who will receive the awards.
State
the type, amount, and, if applicable, term and exercise price of
the
awards that each member will receive.  Disclose whether the
exercise
price of an award will be less than the initial public offering or
IPO price of the shares of common stock offered under this
registration statement.  If the exercise price of an award is
anticipated to be less than the IPO price, expand the disclosure
to
address any material stock compensation costs.  File the equity
incentive plan as an exhibit to the registration statement.

35. Disclosure unde