SecProbe.io

CORRESP
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April 11, 2005

Ms. Linda
Cvrkel

Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549-0305

Re:New World Restaurant Group, Inc.

Form 10-K for the fiscal year ended December 28, 2004

File No. 0-27148

Dear Ms. Cvrkel:

        On
behalf of New World Restaurant Group, Inc. (the "Company"), please find the responses and the supplemental information requested by the Staff of the Securities and Exchange
Commission (the "Staff") in its letter dated April 8, 2005 to Richard Dutkiewicz, Chief Financial Officer of the Company (the "Comment Letter"), with respect to the above-referenced Annual
Report on Form 10-K of the Company. The responses and supplemental information provided herein in response to the Comment Letter are based upon conferences with representatives of
the Company and other information supplied by its advisors. We have not independently verified the accuracy and completeness of such information.

        Each
numbered comment of the Comment Letter has been reproduced below, followed by the Company's response.

Form 10-K for the fiscal year ended December 28, 2004

Non-GAAP Measures, page 26

        1.     We
note your response to prior comment number three citing the non-GAAP measure presented in the filing represents a liquidity measure and a material covenant
of the credit agreement that is material to an investor's understanding of your financial situation. However, in addition to disclosing the information as outlined in FAQ No. 10 of the
"Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures," we believe you should also avoid using the term "EBITDA" to the extent your non-GAAP measure
adjusts for items other than interest, taxes, depreciation and amortization. Also, please note that any discussion of the non-GAAP financial measure other than for the reason(s) discussed
above (i.e. as an operating performance measure) would not be permitted unless otherwise allowable under Item 10(e) of Regulation S-K. Additionally, since your response
indicates that you utilize the measure principally as a liquidity measure of operating performance, please revise future filings to reconcile this measure to the most comparable GAAP measure, cash
flows from operations, rather than net income (loss). Please confirm you will revise future filings accordingly.

        Response:    The Company supplementally informs the Staff that to the extent it discloses non-GAAP financial
measures in future filings, it will revise those future filings to:

•use
the term "Adjusted EBITDA," rather than "EBITDA," to identify any non-GAAP financial measure that adjusts for items other than interest, taxes, depreciation
and amortization;

•comply
with Item 10(e) of Regulation S-K where any non-GAAP financial measure is presented as an operating performance measure; and

•include
a reconciliation to cash flows from operations, the most comparable GAAP measure, where any non-GAAP financial measure is presented as a liquidity
measure.

        If
you would like to discuss any of the responses above or any other matter, please contact the undersigned at (303) 866-0616 or Jennifer D'Alessandro at
(303) 866-0635.

Sincerely,

/s/  MASHENKA LUNDBERG

Mashenka Lundberg

cc:Jean
Yu

Richard P. Dutkiewicz

Jill B.W. Sisson, Esq.

Dannette D. Boyd
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