SecProbe.io

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Mail Stop 3561

October 5, 2005

Via U.S. Mail

Mr. Peter A. Morton
Chief Executive Officer
Hard Rock Hotel, Inc.
4455 Paradise Road
Las Vegas, Nevada 89109

	RE:	Hard Rock Hotel, Inc.
		Form 10-K for the year ended December 31, 2004
		Filed March 31, 2005
		File No. 333-53211

Dear Mr. Morton:

We have reviewed your filings 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.  Where indicated, we think you should revise
your
document in future filings in response to these comments.  If you
disagree, we will consider your explanation as to why our comments
are 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 information so we may better understand
your disclosure.  After reviewing this information, we may 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 filings.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Financial Statements, page 37
Statements of Operations, page 40

1. We note that you have reflected the loss on disposal of assets
as
a component of other income (expense), net.  Please tell us why
this
loss was not classified as a component of operating income.  Refer
to
the guidance outlined in paragraphs 25 and 45 of SFAS No.144 and
footnote 68 to SAB Topic 13.

Notes to Consolidated Financial Statements, page 44
Note 1. Company Structure and Significant Accounting Policies,
page
44
Long-term Assets, page 30

2. We note from page 24 that you consider the evaluation of
impairments to your long-lived assets a critical accounting policy
due to the significant investments in property and equipment you
hold.  Your disclosure states that you will record an impairment
if
the useful life of a class of assets differs from the estimated
useful life.  Please note that the useful life is considered in
the
estimates of future cash flows used in the recoverability test and
is
also a possible indicator of impairment if the useful life has
declined.  However, the change in the useful life of an asset is
not
a factor which will necessarily result in an impairment.  Please
clarify for us how your accounting for impairments of long-lived
assets complies with paragraphs 16 through 24 of SFAS 144 and
confirm
that the test revealed no such impairments in 2002, 2003, and
2004.
Please also confirm, and clarify in future filings, that you
review
long-lived assets for impairment whenever events or changes in
circumstances indicate that carrying amounts may not be
recoverable.

Note 12. Preferred Stock, page 51

3. We note the disclosure in Note 12 indicating that the Company
exchanged all of its outstanding preferred stock and the related
accrued unpaid dividends thereon for an aggregate principal amount
of
Qualified Subordinated notes equal to approximately $50 million
during May 2003.  Please tell us and explain in the notes to your
financial statements in future filings whether this exchange
transaction resulted in the recognition of a gain or loss in the
Company`s consolidated financial statements.  If not, please
explain
why.  As part of your response, please indicate the rights, terms,
and privileges of the preferred stock that was redeemed in this
transaction and the carrying value of the preferred stock and
related
dividends exchanged as part of this transaction.  Your response
should also explain how you determined that the fair value of the
preferred stock redeemed was equal to the fair value of the
Qualified
Subordinated notes issued in the exchange transaction.  We may
have
further comment upon receipt of your response.
As appropriate, please respond to these comments within 10
business
days or tell us when you will provide us with a response.  Please
furnish a cover letter that keys your responses to our comments
and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your responses to our comments.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings to be certain that the filings
include all information required under the Securities Exchange Act
of
1934 and they have provided all information investors require for
an
informed investment 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 filings;

* 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 Heather Tress at (202) 551-3624 or me at (202)
551-
3813 if you have questions.

Sincerely,

Linda Cvrkel
Branch Chief

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Mr. Peter Morton
Hard Rock Hotel, Inc.
October 5, 2005
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