SecProbe.io

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                                [BERTUCCI'S LOGO]
                                 155 Otis Street
                           Northborough, MA 01532-2414
                                  508-351-2500

May 26, 2005

BY EDGAR TRANSMISSION
---------------------

United States Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street
Washington, DC 20549
Mail Stop: 03-05   Fax: 202-772-9202

         RE:   BERTUCCI'S CORPORATION
               FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 29, 2004
               COMMISSION FILE NUMBER: 333-62775

Ladies and Gentlemen:

     Bertucci's Corporation, a Delaware corporation (the "Company"), hereby
submits by EDGAR transmission the Company's response to each of the comments
made by the staff of the Securities and Exchange Commission by letter dated
April 29, 2005 (the "SEC Comment Letter") commenting on the Company's Form 10-K
for the fiscal year ended December 29, 2004.

     To facilitate your review, the numbered paragraphs of the Company's
response refer to the numbered paragraphs in the SEC Comment Letter. For
convenience, each of the Company's responses is preceded by the text of the
comment from the SEC Comment Letter.

     If you have any questions regarding the information in the Company's
response, please do not hesitate to call the undersigned or Daniel E. Shea, Vice
President - Corporate Controller.

Sincerely,
BERTUCCI'S CORPORATION

By:    /s/ David G. Lloyd
       -------------------------------------------
       David G. Lloyd
       Chief Financial Officer

cc:   Tedd Lustig, Brown Rudnick Berlack Israels LLP
      Steven Feye, Deloitte & Touche LLP

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                             BERTUCCI'S CORPORATION

                          FORM 10-K FOR THE FISCAL YEAR
                             ENDED DECEMBER 29, 2004

              Responses to Comments Set Forth in the Letter of the
                       Securities and Exchange Commission

                              Dated: April 29, 2005

                         Date of Responses: May 26, 2005
                   ...........................................

     Set forth below are the responses of Bertucci's Corporation (the "Company")
to the comments of the staff of the Securities and Exchange Commission (the
"SEC" or the "Commission") contained in a letter (the "Comment Letter") from the
SEC dated April 29, 2005 relating to the Company's Form 10-K for the fiscal year
ended December 29, 2004 and filed with the SEC on April 13, 2005. The numbered
paragraphs below refer to the numbered paragraphs in the Comment Letter. For
convenience, each of the Company's responses is preceded by the text of the
comment from the Comment Letter.

         SEC COMMENT NO.1
         ----------------

         NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         ---------------------------------------------------

         PROPERTY AND EQUIPMENT, PAGE 36
         -------------------------------

         1. WE NOTE FROM YOUR DISCLOSURE HERE AND ELSEWHERE 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 RESTAURANT 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-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.

         Company Response:
         -----------------
         We review our long-lived assets for impairment at the restaurant level,
         which is the lowest level of cash flow of the Company. Restaurants are
         reviewed at least annually, or whenever periodic operating reviews,
         events or changes in circumstances indicate that a restaurant's
         carrying amount may not be recoverable. The review begins by
         summarizing historical cash flows, defined as the last twelve months'
         results through the date of review. When considered relevant, other
         facts and circumstances are considered, such as non-recurring or
         unusual charges, projected results, and recent sales trends. A
         restaurant is initially considered for impairment at the end of the
         quarter one full year after opening ("new restaurants"). Results for
         the new restaurants are projected based on sales after the initial
         sales trends have stabilized. In most instances, a restaurant's initial
         sales volumes

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         will be significantly different than can be expected once the
         "newness" of the opening wears off. For both new and mature
         restaurants, expected cash flows are generated and estimated
         undiscounted future operating cash flows are calculated. With one
         exception, all restaurant properties are leased, thus the period over
         which to project estimated undiscounted future operating cash flows is
         the date through which the long-lived assets for each restaurant are
         being depreciated and over which straight line rent is being
         calculated. Any restaurant that is not projected to generate
         undiscounted future operating cash flows that exceed its carrying
         value is considered as non-performing by the Company and tested for
         impairment. Our impairment policy does not require a restaurant to be
         considered non-performing for a period of time in order for it to be
         considered for impairment testing; rather all non-performing
         restaurants are considered for impairment testing.

         As to restaurants being impaired in 2004 but not in 2003, of the $6.7
         million recorded in 2004, $5.7 million of the charge is related to
         restaurants opened in 2003, thus the first review for possible
         impairment took place in 2004. Based on our analysis there was no
         reasonable set of assumptions that would result in the restaurants
         generating undiscounted operating cash flows exceeding their respective
         carrying values. The $1.0 million balance is related to five
         restaurants where recent negative trends, primarily in net sales,
         indicate an impairment charge is now warranted.

         The Company will modify future disclosures to read:

         The Company evaluates long-lived assets at the restaurant level, which
         is the Company's lowest level of cash flows. The evaluation is
         performed for each restaurant to be held and used in the business which
         has been open for more than one year. The evaluation is performed on an
         annual basis, or whenever periodic operating reviews, events or changes
         in circumstances indicate the carrying amount of the long-lived assets
         may not be recoverable. An impairment is determined by comparing
         estimated undiscounted future operating cash flows (which the Company
         estimates primarily using historical cash flows adjusted, as considered
         appropriate, for other relevant facts and circumstances) for each
         non-performing restaurant to the carrying amount of its assets. If
         impairment exists, the amount of impairment is measured as the excess
         of the carrying amount over the sum of estimated discounted future
         operating cash flows of the asset and any expected proceeds upon sale
         of the asset. The estimates and assumptions used during this process
         are subject to a high degree of judgment.

         SEC COMMENT NO. 2
         -----------------

         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.

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         Company Response:
         -----------------
         In accordance with paragraph 10 of SFAS 131 we have concluded the
         Company operates as a single operating segment, the Bertucci's
         restaurant concept. At the level below our single operating segment we
         have determined each restaurant is a component, as each restaurant
         qualifies as a business unit for which discrete financial information
         is available and senior management regularly reviews the operating
         results of each restaurant. We have considered the aggregation criteria
         set forth in paragraph 30 of SFAS 142 and paragraph 17 of SFAS 131, and
         concluded the components have similar economic characteristics. All
         Bertucci's restaurants have the same menu, offer primarily the same
         services, have similar productions processes, target the same class of
         customer and use the same methods to distribute products and services.
         Based on this criteria we have aggregated all Bertucci's restaurants
         into a single reporting unit.

         The Company tests goodwill for impairment by comparing the estimated
         fair value of the Company to its carrying value, including goodwill.
         The determination of the estimated fair value of the Company involves
         estimates and assumptions subject to a high degree of judgment.
         Management estimates the fair value of the Company by multiplying the
         Company's latest twelve month's EBITDA (as defined by the Company) by a
         multiple to establish an enterprise value. The multiple used by the
         Company is derived from a review of EBITDA trading multiples readily
         available for similar publicly traded companies. Such multiples are
         then subject to a substantial discount when being considered for use by
         a non-publicly traded company. The Company estimates such a discount to
         be approximately 35-40%. The multiple used in the latest impairment
         test was six times EBITDA. To date, the enterprise value has exceeded
         the carrying value and accordingly no impairment of goodwill has been
         indicated.

         SEC COMMENT NO. 3
         -----------------

         NOTE 4 - RESTAURANT SALES AND CLOSURES
         --------------------------------------

         BRINKER SALE, PAGE 41
         ---------------------

         3. SUPPLEMENTALLY EXPLAIN TO US THE FACTS AND CIRCUMSTANCES SURROUNDING
         THE $650,000 REVERSAL OF ACCRUED LIABILITIES RELATED TO THE 2001
         BRINKER SALE. INCLUDE IN YOUR RESPONSE WHY THESE LIABILITIES WERE
         INITIALLY BOOKED, AND HOW YOU DETERMINED THAT THESE ACCRUALS WERE NO
         LONGER NECESSARY IN 2003. WE MAY HAVE FURTHER COMMENT ON YOUR RESPONSE.

         Company Response:
         -----------------
         In April 2001, the Company completed the sale (the "Brinker Sale") of
         40 Chili's and seven On The Border restaurants to Brinker
         International, Inc. ("Brinker") for a total consideration of $93.5
         million. Brinker acquired the inventory, facilities, equipment, and
         management teams associated with these restaurants, as well as the
         four Chili's

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         restaurants under development by the Company. A gain of $36.9 million
         was recorded on the transaction. The asset purchase agreement provided
         that the Company would retain responsibility for certain obligations.
         The Company's estimate at the time of closing of the most likely
         amounts of such obligations approximated $1.5 million and represented
         obligations including trade payables, self-insured group health
         claims, legal reserves (relating primarily to employment matters),
         real estate taxes, and certain other obligations. The Company made
         payments against the obligation of approximately $487,000, $135,000
         and $253,000 in 2001, 2002 and 2003, respectively. At the end of
         fiscal 2001 and 2002 the Company reassessed its estimate and concluded
         it was still appropriate, given its estimate of expected additional
         charges. In 2003 the Company performed its annual assessment of its
         remaining obligations from the Brinker Sale. Based on actual payments
         made to date, the resolution of certain matters for amounts less than
         originally estimated, and the resolution of all remaining legal and
         other matters in 2003, the Company revised its estimate of its
         remaining obligations and concluded an adjustment of $649,878 to the
         original gain recorded on the Brinker Sale was required at this time.

         SEC COMMENT NO. 4
         -----------------

         NOTE 5 - INCOME TAXES, PAGE 43
         ------------------------------

         4. FROM THE DISCLOSURE PROVIDED IT APPEARS YOU HAVE CALCULATED YOUR
         VALUATION ALLOWANCE BASED ON THE NET, NOT GROSS, DEFERRED TAX 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. REFER TO PARAGRAPH 21 OF SFAS 109. AS
         SUCH, PLEASE REEVALUATE YOUR VALUATION ALLOWANCE.

         Company Response:
         -----------------
         The Company has considered separately each source of the deferred tax
         assets detailed in footnote 7 of the Notes to Consolidated Financial
         Statements in evaluating the need for a valuation allowance. We have
         considered paragraph 21 of SFAS No. 109 when evaluating the possible
         sources of taxable income available to realize a tax benefit for
         deductible temporary differences and carry-forwards. As indicated in
         paragraph 21 of SFAS No. 109, future reversals of existing taxable
         temporary differences may be considered a source of taxable income. In
         evaluating our valuation allowance we considered the reversal of
         deferred tax liabilities resulting from temporary differences of
         approximately $300,000 relative to liquor license amortization that is
         accelerated for income tax purposes. The reversal of this temporary
         difference will create taxable income in the future that will allow us
         to realize a portion of our tax benefit for deductible temporary
         differences or carry-forwards. Accordingly, we have concluded that it
         is more likely than not that $300,000 of our gross deferred tax assets
         will be realized and have recorded a valuation allowance for the
         remaining portion or our deferred tax assets as it is not more likely
         than not the remaining portion of our deferred tax asset will be
         realized.

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         SEC COMMENT NO. 5
         -----------------

         NOTE 6 - SENIOR NOTES PAYABLE, PAGE 43
         --------------------------------------

         5. PLEASE SUPPLEMENTALLY RECONCILE YOUR DISCLOSURE REGARDING
         RESTRICTIVE COVENANTS ON PAGE 16 WITH THAT CONTAINED IN NOTE 6 ON PAGE
         43 AND ELSEWHERE IN YOUR FILING. SPECIFICALLY, THE DISCLOSURE ON PAGE
         16 INDICATES THAT THERE ARE FINANCIAL COVENANTS, WHILE THE DISCLOSURE
         INCLUDED IN PAGE 43 AND ELSEWHERE IN YOUR FILING INDICATES ONLY
         NON-FINANCIAL COVENANTS ARE ASSOCIATED WITH THE SENIOR NOTES PAYABLE.

         Company Response:
         -----------------
         The