SecProbe.io

CORRESP
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filename1.htm

  New
  World Restaurant Group, Inc.

  1687
  Cole Boulevard

  Golden,
  Colorado 80401

April
1, 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. (the “Company”)

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

  File No. 0-27148

Dear Ms. Cvrkel:

This letter includes the acknowledgement
requested by the Staff of the Securities and Exchange Commission in its letter
dated March 23, 2005 to the undersigned (the “Comment Letter”) with
respect to the above-referenced Annual Report on Form 10-K (the “Form 10-K”).

In connection with
responding to the Staff’s comments, and as requested in the Comment Letter, the
Company hereby acknowledges 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.

The Company has considered the quantitative and
qualitative aspects of the matters raised by the Staff in the Comment Letter,
and has concluded that the Form 10-K, when filed, was materially accurate
as filed.  The Company does not believe
that any of the matters raised in the Comment Letter would result in the Form
10-K containing any untrue statement

of a material fact or
omitting to state a material fact necessary to make any of the statements
contained therein materially misleading.

  Very truly yours,

  /s/ Richard P.
  Dutkiewicz

  Richard P.
  Dutkiewicz

  cc:

  Jean Yu

  Mashenka Lundberg, Esq.

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