SecProbe.io

April 29, 2005

Via US Mail and Facsimile

David G. Lloyd
Bertucci’s Corporation
155 Otis Street
Northborough, MA 01532

Re: Bertucci’s Corporation
 Form 10-K for the year ended December 29, 2004
 Commission File Number:  333-62775

Dear Mr. Lloyd:

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 requirem ents and to enhance the overall disclosure in
your filings.

Where expanded or revised disc losure is requested, you may co mply with these comments in
future filings.  If you disagree, we will consid er your explanation as to why our comments are
inapplicable or a revision is unnecessary.  In so me 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.

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

Note 2 – Summary of Significant Accounting Policies

Property and Equipment, page 36
1. We note from your disclosure here and elsewh ere in your filing that you have recognized
impairment charges of $6.7 million and $3.6 million during the 2004 and 2003 fiscal years,
respectively, related to certain non-performing re staurant locations.  Supplementally explain
to us and expand your disclosure to indicate  how you determine which restaurants should be
evaluated for impairment.  Specifically, describe the criteria that define a restaurant as non-

Bertucci’s C orporation
April 29, 2005
Page 2

performing, and tell us how long these criteria must be met in order to be considered for
impairment testing.  Please also include in your response why the restaurants impaired in
2004 were not impaired in 2003.

2. As a related matter, we note that no goodwill impairment charges were recorded.  Supplementally describe, in greater detail, the methodology you use to test for possible
goodwill impairment.  Indicate your reporting units and explain how they have been
identified under paragraphs 30 and 31 of SFAS 142.  We may have further comments upon
review of your response.

Note 4 – Restaurant Sales and Closures

Brinker Sale, page 41
3. Supplementally explain to us the facts a nd circumstances surrounding the $650,000 reversal
of accrued liabilities related to the 2001 Brinke r sale.   Include in your response why these
liabilities were initial ly booked, and how you determined that these accruals were no longer
necessary in 2003.  We may have further comment on your response.

Note 5 – Income Taxes, page 43

4. From the disclosure provided it appears you ha ve calculated your valuation allowance based
on the net, not gross, deferred ta x asset.  Please note that each  source of deferred tax assets
must be considered separately and gross of deferred tax liabilities when evaluating the need for a valuation allowance.  Re fer to paragraph 21 of SFAS 109.  As such, plea se reevaluate
your valuation allowance

Note 6 – Senior Notes Payable, page 43

5. Please supplementally reconcile your disclosure regarding rest rictive covenants on page 16
with that contained in Note 6 on page 43 a nd elsewhere in your filing.  Specifically, the
disclosure on page 16 indicate s that there are financial covenants, while the disclosure
included on page 43 and elsewher e in your filing indicates onl y non-financial covenants are
associated with the Senior Notes Payable.

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

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 a ll 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 th e accuracy and adequacy of the disclosures they
have made.

Bertucci’s C orporation
April 29, 2005
Page 3

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 disclo sure in the filings;
‚ staff comments or changes to disclosure in  response to staff comments in the filings
reviewed by the staff do not foreclose th e 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 federa l securities laws of  the United States.

In addition, please be advised that the Division of Enforcement ha s access to all information you
provide to the staff of the Divi sion 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 E DGAR within ten business days from the date of
this letter.  Please understand th at we may have additional comments after reviewing your
response.  You may contact Amy Geddes at 202-551-3304 or Margery Re ich at 202-551-3347 if
you have questions or me at 202- 551-3211 with any concerns as I supervised the review of your
filing.

        S i n c e r e l y ,

        David R. Humphrey
        B r a n c h  C h i e f