SecProbe.io

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							November 15, 2005

Mail Stop 3561

Mr. Lattimore M. Michael, Chairman and Chief Executive Officer
Backyard Burgers, Inc.
1657 N. Shelby Oaks Drive, Suite 105
Memphis, Tennessee 38134-7401

Re:	Backyard Burgers, Inc. (the "Company")
	Form 10-K for the year ended January 1, 2005
      File No. 001-12104

Dear Mr. Michael:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  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.

	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.

Management`s Discussion and Analysis

Results of Operations - page F-5
1. Pursuant to FR-72, you should consider revising the disclosures
in
MD&A with respect to your restaurant sales, franchise and area
development fees, and royalty fees. Where changes in sales and
fees`
results are attributed to more than one factor, please revise to
quantify the impact of each factor where practicable.  For
example,
you state that the increase in restaurant sales is partially the
result of a 2.8% increase in same store sales at company owned
restaurants during 2004. Please quantify the dollar and/or
percentage
amount of the same store sales and describe and quantify the
impact
of the other factors that are partially responsible for the
changes
in sales and fee results.

2. We note in your Restaurant Operations section, page 6, that you
collect 1% of taxable sales from each franchisee and company-
operated
restaurant to pay for the creation of marketing materials and new
products and operational improvements. In your discussion of
advertising fees on page F-5, you note that advertising fees
increased primarily due to increased franchised restaurant sales,
"upon which a portion of the fees is based." Please describe to us
all of the components upon which this fee is based, and if
material,
consider revising your Restaurant Operations disclosures to
reflect
these other factors.

Liquidity and Capital Resources - page F-9

3. Your disclosure notes that you expect to open four additional
company-owned stores during 2005 and that you anticipate capital
expenditures of $5.5 to $6.0 million for this development. We also
note your disclosure that you had $2.5 million in unused borrowing
capacity at January 1, 2005. Given that your anticipated capital
expenditures are unusually high relative to previous years and
that
your cash flow from operations was less than $2.0 million in 2004,
please consider discussing the possibility of obtaining additional
financing, any factors that are reasonably likely to affect those
sources of liquidity, and the likelihood of reducing your planned
expansion of company-owned stores in 2005.

Off-Balance Sheet Arrangements - page F-13

4. Regarding the disclosure of your guarantee of your franchisee`s
loan, please tell us supplementally what consideration you gave to
the recognition and measurement provisions of FASB Interpretation
No.
45 and how you reached your conclusion. Also, please provide to us
supplementally information about the guarantee required under FASB
Interpretation No. 45, paragraphs 13(a) - (d).

Consolidated Financial Statements

Consolidated Statements of Income - page F-15

5. From your consolidated statement of cash flows, we note that
you
have recognized gains on sales of fixed assets.   Please classify
gains (losses) on sales of assets within operating income (loss)
in
accordance with the guidance in footnote 68 of Staff Accounting
Bulletin No. 104 (Topic 13).

Consolidated Statements of Cash Flows - page F-17

6. We note you received approximately $1 million in proceeds from
the
sale of property and equipment during 2004. However, we do not
note
any disclosure regarding these sales either in MD&A or Note 5 of
the
footnotes to the consolidated financial statements. Please
describe
the nature of these transactions and add disclosure where
appropriate.

* * * * *

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain 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 Rob Perdue at (202) 551-3303 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3816 with any other
questions.

Sincerely,

Joseph A. Foti
Senior Assistant Chief Accountant

Via Facsimile: Mr. Michael G. Webb, CFO
		(901) 367-0999
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Mr. Lattimore M. Michael
Backyard Burgers, Inc.
November 15, 2005
Page 1 of 4

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