SecProbe.io

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						February 28, 2005

Via US Mail and Facsimile

Fran V. Ross
Chief Financial Officer
Boston Restaurant Associates, Inc.
999 Broadway, Suite 400
Saugus, Massachusetts 01906

Re:	Boston Restaurant Associates, Inc.
	Form 10-K for the year ended April 25, 2004
	Commission File Number:  000-18369

Dear Ms. Ross:

We have reviewed the above referenced filing and have the
following
comments.  We have limited our review to the financial statements
and
related disclosures included within these documents.  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 filings.

Where expanded or revised disclosure is requested, you may comply
with these comments in future filings.  If you disagree, we will
consider your explanation as to why our comments are inapplicable
or
a revision is unnecessary.  In some of our comments, we may ask
you
to provide us with supplemental information so we may better
understand your disclosure.  Please be as detailed as necessary in
your explanation.

We look forward to working with you in these respects and welcome
any
questions you may have about any aspects of our review.

* * * * * * * * * * * * * * * * * * * * * * *

Item 6. Selected Financial Data, page 19

1. Please consider the addition of certain operating data to your
selected financial data as such information might be helpful in
the
discussion of operating results.  Such data might include average
guest check per brand, number of restaurants per year by brand,
comparable restaurant sales, customer counts, etc.
Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

Results of Operations for the Years Ended April 25, 2004 and April
27, 2003, page 20
2. The explanations provided within MD & A for operating results
for
fiscal 2004 compared to fiscal 2003 and fiscal 2003 to fiscal 2002
appear to be overly general in nature.  Specifically, it appears
that
the opening and impairment of your Polcari`s Cambridge location is
the primary reason for the net loss incurred in fiscal 2004, but
you
have not quantified what portion of the increase in net sales and
operating expenses is attributable to this opening.    Also, you
state that you experienced a sales decline at your Pizzeria Regina
stores due to the temporary closing of the Fanueil Hall location,
but
do not discuss the reasons for that closing, the estimated loss in
sales, or the possibility that this location may be closed
temporarily again in the future.  You also do not explain why the
Pizzeria Regina franchise at The Palms closed on April 30, 2004.
Please revise your disclosure to quantify the effects of all
changes
cited within MD & A to the extent practicable.  Refer to the
guidance
in FR 72.  Also, please supplementally explain to us the facts and
circumstances leading to the specific situations cited above.

Liquidity and Capital Resources, page 31
3. Please revise your disclosure to indicate the method and amount
of
the valuation of the warrants issued in connection with the bank
covenant waiver.  Similar disclosure should be made throughout
your
filing related to these and the August 2004 bridge financing
warrants.

Note 1. Nature of Business and Basis of Presentation

Property and Equipment, page F-9

4. Please revise your disclosure to include the useful lives and
depreciation methods by asset class.  Please also supplementally
explain to us and expand your disclosure to indicate why you
employ
two different depreciation methods.

Form 10-Q for the Quarterly Period Ended October 24, 2004

Note 14. Asset Impairment Charge, page F-32

5. We note from your disclosure that you have taken an impairment
charge of $2.16 million related to the Polcari`s Cambridge
location,
reducing the value of the leasehold improvements to $0 and
reducing
the restaurant equipment to the estimated residual value of
$81,714.
We also note that it appears these assets have been reclassified
to
assets held for sale in your October 24, 2004 Form 10-Q.
Further,
we note from your disclosure in Note 5 of your October 24, 2004
Form
10-Q that, on July 31, 2005, Technology Square Finance, LLC will
pay
$300,000 for the assets of Polcari`s of Cambridge.  Supplementally
explain to us the facts and circumstances used to determine the
value
of these assets at April 25, 2004 and as of each subsequent
balance
sheet date.  Specifically, please tell us over what period
discounted
cash flows were considered, how you determined this period, when
you
committed to sell these assets, why this decision was made so soon
after the restaurant opening, how cash flow projections would have
impacted the net loss provisions of your debt covenants, and how
you
considered the $300,000 to be received from TSF in your analysis.

* * * * * * * * * * * * * * * * * * * * * * *

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require.  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 filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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.

Please file your response to our comments via EDGAR within ten
business days from the date of this letter.  Please understand
that
we may have additional comments after reviewing your response.
You
may contact Amy Geddes at 202-942-2885 or Margery Reich at 202-
942-
1839 if you have questions or me at 202-942-1995 with any concerns
as
I supervised the review of your filing.

								Sincerely,

								David R. Humphrey
								Branch Chief

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Boston Restaurant Associates, Inc.
February 28, 2005
Page 1

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