SecProbe.io

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						March 21, 2005

Via US Mail and Facsimile

Mr. Frederick J. Dreibholz
Chief Financial Officer
Champps Entertainment, Inv.
10375 Park Meadows Drive, Suite 560
Littleton, CO 80124

Re:	Champps Entertainment, Inc.
	Form 10-K for the year ended June 27, 2004
	Commission File Number:  000-22639

Dear Mr. Dreibholz:

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.

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

Form 10-K for the Fiscal Year Ended June 27, 2004

Non-GAAP Financial Measures, pages 4 and 28

1. In light of FR-65 and the related guidance mad available by the
Division of Corporation Finance on June 13, 2003, we believe you
should discontinue your presentations of restaurant level
operating
cash flows, restaurant level operating profit and restaurant
operating and franchise contribution.  In this regard, our
principal
objection is to the exclusion of general and administrative
expenses.
Since your revenue growth has been primarily attributable to the
opening of additional restaurants, the expenses relating to the
corporate and administrative functions that facilitate this growth
should be included in any measure of profitability or performance.
On page 5, you state that your site selection strategy is critical
to
your success and you devote substantial effort to evaluating each
potential site at the highest levels within your organization.  In
addition, we believe the titles and descriptions of your Non-GAAP
financial measures are too similar to those used for GAAP
purposes,
such as income from operations and cash flows from operating
activities.  Since the availability of borrowing under your $25
million credit facility appears contingent upon the maintenance of
certain ratios involving EBITDA, you may want to consider limiting
your presentations of Non-GAAP financial measures to a discussion
of
EBITDA and its relationship to your loan covenants.

Item 7. Management`s Discussion and Analysis

Liquidity and Capital Resources, page 32

2. Since you disclose that your $25 million credit facility is one
of
your primary sources of liquidity, please expand and clarify your
description of the debt covenants and specific financial ratios
required under this credit facility.  In this regard, we note the
disclosure in Note 7 to your financial statements with respect to
your former bank facility with First National Bank of Colorado.
This
disclosure provided specific ratios and a definition of EBITDA.
Also, as suggested in our previous comment, you may want to
consider
including a discussion of EBITDA and its relationship to your
current
loan covenants. See the response to Question #10 of the Division
of
Corporation Finance`s outline, Frequently Asked Questions
Regarding
the Use of Non-GAAP Financial Measures, dated June 13, 2003, for
additional guidance.

Contractual Obligations and Commitments, page 35

3. We note from your disclosure on page 12 that you are required
to
pay the seller of the "Champ`s" and "Champp`s" service marks an
annual fee.  Supplementally explain to us how you have included
this
fee in your table of contractual obligations.  If this fee has not
been included, please revise in future filings.

4. We note that you have included interest payments in your table
of
contractual obligations and that a portion of your debt is charged
interest at variable rates.  Supplementally explain to us and
expand
your disclosure in future filings to indicate how such interest is
calculated.

5. In the second paragraph below the table, you state that your
long-
term debt is principally comprised of convertible notes due
December
2007, unless otherwise earlier converted into your common stock.
Please revise this disclosure to clarify that conversion is at the
option of the holder, and there can be no assurance that the price
of
your common stock will rise above the conversion price.  Further,
please discuss management`s expectations with respect to repayment
or
refinancing of this debt in the event it is not converted into
your
common stock in the future.  See Instruction #5 to Item 303(a) of
Regulation S-K.

Consolidated Statements of Operations, page F-3

6. We note the Total All Day Sales presented in the table on page
6
is $333,000 lower than the total restaurant sales presented in
your
Consolidated Statement of Operations.  Please revise or advise us
supplementally with respect to this difference.

Consolidated Statement of Cash Flows, page F-5

7. The value assigned to proceeds from issuance of convertible
subordinated notes of $115 million is inconsistent with the
related
footnotes, which disclose a value of $15 million.  Please revise.

Note 4 - Other Assets, page F-14

8. Please explain to us the facts and circumstances surrounding
the
acquisition of the available for sale securities with zero cost
basis.

Form 10-Q for the quarterly period ended January 2, 2005

Consolidated Statements of Operations, page 2

9. As discussed in our comments on your Form 10-K, we believe you
should discontinue your presentations of certain Non-GAAP
financial
measures, including restaurant operating and franchise
contribution.
In addition, even if such presentations were appropriate, Non-GAAP
financial measures cannot be presented on the face of your
financial
statements.  See Item 10(e)(1)(ii)(C) of Regulation S-K.  This
comment also applies to the restated Statements of Operations
presented in Note 2 to your interim financial statements.

Form 8-K, dated January 31, 2005

10. We note that you have included the effect of the restatement
in
this Form 8-K.  We also note that you have stated that your Forms
10-
Q and 10-K can no longer be relied upon due to this restatement.
Please file amended Forms 10-Q and 10-K reflecting these changes
for
the first quarter of 2005 and fiscal 2004, respectively, as soon
as
practicable.  Similar disclosure to the explanatory note included
in
this Form 8-K should be presented in these amended forms.

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

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 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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Champps Entertainment, Inc.
March 21, 2005
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