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RESPONSE LETTER

Day, Berry & Howard llp

counsellors at law

November 14, 2005

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention: Linda Cvrkel

    Re:

    Centerplate, Inc. (the “Company”)

    Form 10-K for the Fiscal Year Ended December 28, 2004

    Form 10-Q for the Quarter Ended March 29, 2005

    Form 10-Q for the Quarter Ended June 28, 2005

    File No. 001-31904

Dear Ms. Cvrkel:

     Set forth below are the Company’s responses to the comments provided by the staff of the
Securities and Exchange Commission (the “Commission”) by letter dated September 22, 2005 with
respect to the filings captioned above. The following responses are keyed to the sequential
numbering of the comments contained in the Commission’s letter.

Form 10-K for the Fiscal Year Ended December 28, 2004

Item 1. Business

Clients and Services, page 2

     Comment 1. We note per the business section of your document and your website that your
company offers catering services, concession services, management services, and merchandise and
program sales services. Please disclose the revenues from external customers for each of your
major services. Refer to the requirements of paragraph 37 of SFAS No. 131.

     Response 1. While the Company offers catering services, concession services, management
services, and merchandise and program sales services, the Company respectfully submits that a
breakdown of its revenues by these categories would not reflect the way that the Company contracts
for its services or manages its operations. The Company tracks its revenues by the type of
facility served (sports facilities, convention centers and other entertainment venues) and
discloses the percentage of its net sales from each such type of
facility (see pages 3-5 of the Form 10-K). The Company views all of its services at each type of facility as being a single group
of services within the meaning of paragraph 37 of SFAS 131.

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November 14, 2005

Item 3. Legal Proceedings, page 10.

8. Commitments and Contingencies, page F-20

     Comment 2. We note per your discussion of legal proceedings in your Form 10-K that Service
America, one of your subsidiaries, entered into a settlement agreement with Pharmacia Corp. and
Solutia Inc. to resolve all of Service America’s alleged liability for past and future
environmental remediation costs at a site in Illinois. Although we note per your Form 10-Q for the
period ended June 28, 2005 that the settlement agreement was not approved by the court until June
9, 2005, it would appear that it was at least a reasonable possibility that your
company had incurred a liability associated with the remediation costs at December 31, 2005.
Furthermore, we note that the acceptance of the settlement agreement by the Pharmacia and Solutia
may indicate that it was probable that such liability had been incurred and that the
liability could be estimated at December 31, 2004. As such, please tell us and disclose
the amount of your company’s settlement with Pharmacia and Solutia, and indicate whether you have
accrued a liability for your company’s portion of the environmental remediation costs at December
31, 2004, based upon the settlement amount. If no liability for the remediation costs has been
accrued by your company, please tell us why you believe that it was not necessary to record a
charge and please disclose an estimate of your company’s possible loss or range of loss associated
with the environmental remediation. Please refer to the requirements of paragraphs 8 through 10 of
SFAS No. 5.

     Response 2. At December 28, 2004, the end of its last fiscal year, the Company had accrued in
its financial statements the settlement amount in connection with the Pharmacia and Solutia claim.
The settlement amount was not material and the liability was fully offset by a receivable for
insurance. The Company is unable to disclose the amount of the settlement because it is
confidential under the terms of the settlement agreement. As part of the settlement agreement, the
Company is fully indemnified from any liabilities arising in connection with environmental matters involving the Illinois site. Thus, it is not probable that there will be any
future event causing the Company a loss in connection with this environmental claim.

Securities and Exchange Commission

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November 14, 2005

Item 7. Management’s Discussion and analysis of Financial Condition and Results of Operations.

Critical Accounting Policies

-Recoverability of Property . . . and Other Intangible Assets, page 19

     Comment 3. We note per your disclosures in the “Critical Accounting Policies” section of your
document that you account for your company’s trademarks as indefinite-life intangible assets.
Paragraph 11 of SFAS No. 142 states that the useful life of an intangible asset (to an entity) is
the period over which the asset is expected to contribute directly or indirectly to the future cash
flows of that entity. Please tell us why you believe that your company’s trademarks will
contribute indefinitely to the future cash flows of your company.

     Response 3. The Company’s trademarks (principally the corporate names of its subsidiaries)
are treated as indefinite-life intangible assets because the Company expects to continue to use
these well-recognized names in the conduct of its business for an indefinite period of time.
Accordingly, the Company expects these names to contribute indefinitely to its future cash flows.
Under paragraph 11 of SFAS No. 142, assets with indefinite useful lives are not amortized. An
analysis of all pertinent factors in accordance with paragraph 11 does not reveal any limitation on
the useful life of these names. As indicated in paragraph 11, if no legal, regulatory,
contractual, competitive, economic or other factors limit the useful life of the asset, it is
deemed to have an indefinite life. The corporate names of the Company’s subsidiaries would seem to
be similar to the trademark discussed in Example 7 in Appendix A to SFAS No. 142, in that the
subsidiaries have the right to use their names indefinitely, and there is no evidence that the
names will cease to contribute to future cash flows at any definite time in the future.

Outlook, page 25

     Comment 4. We note per page 28 of the document that a number of major league sports teams
have announced their intentions to build or obtain new stadiums. We also note per page 31 in the
“Cautionary Statement Regarding Forward-Looking Statements” section of your document that if a
sports team tenant of a facility that your company serves relocates or the ownership of a facility
you serve changes, your company may lose the contract for that facility. As such, to the extent
known, we believe that you should expand the disclosures in the MD&A section of your document to
discuss the impact that the building of new stadiums is expected to have on your results of
operations. For example, to the extent that your company currently holds long-term contracts at
facilities where the occupying sports teams are currently building new stadiums, please discuss (1)
your company’s financial exposure to the loss of long-term contracts that may be at risk, (2) whether your company has begun renegotiations for contracts that may be at
risk, and (3) the transferability of contracts that may be at risk.

     Response 4. It is difficult to determine the impact that the new stadium-building trend may
have on the Company’s results of operations as many factors that would go into the analysis are
unknown and can only be determined on a case by case basis. For instance, in any given case,
although plans to build a new stadium may be announced, the failure to obtain consents, financing
or other factors may mean that the project does not go forward as planned, or that there are
significant delays in the process. Thus, the impact that the building of a particular stadium may
have is difficult, if not impossible, to predict. Moreover, the materiality of a potential contract loss depends on the profitability

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of the particular contract, the impact of other contract
gains and losses during that year and whether the loss may free up resources that can be used for
other contracts. The loss of a contract due to new stadium development would not be material if the
underlying contract were not material.

     In the bidding process, the Company typically is required to enter into confidentiality
agreements that prevent it from disclosing any details about the process, including, at times, the
fact that it is a bidder, until the process is complete.

     Furthermore, if an existing client were to announce its plans to build a new stadium, the
Company would, depending on the terms of its contract, treat it similarly to a renewal. The
Company annually discloses in its Form 10K the number of contracts that are up for renewal each
year and the percentage of revenues represented by such contracts. The Company assures you that it
will disclose any loss or award of any contract that is material to its business when it occurs as
is required by the securities laws.

Liquidity and Capital Resources, page 25

     Comment 5. We note per the “Liquidity and Capital Resources” section of your document that
your company received an aggregate of approximately $16.5 million as a result of certain clients
exercising their right to return all or a portion of the unamortized capital investment made by
your company to acquire their respective contracts. Please tell us and expand upon your
disclosures in MD&A to discuss:

    •

    The reason(s) that $16.5 million of capital was returned by certain of your
clients.

    •

    Whether the returned capital relates to contracts that have been cancelled, and
if so, the significance of the cancelled contracts to your results of operations.

    •

    The amount of gain or loss, if any, that was realized and recognized as a
result of the returned capital.

     Response 5. The return of approximately $16.5 million in cash to the Company by two clients
in fiscal 2004 was due to decisions by those clients that the unamortized portion of the capital
investment made by the Company under its respective agreements with those clients was not needed. Neither contract was cancelled, and no material gain or loss was recognized in
connection with the return of capital. We have clarified in our disclosure that those clients
remain current clients.

     In general, contracts that call for high up-front payments allow the Company to pay lower
commissions during the term of the contract, while contracts that require lower-up front payments
call for higher commissions during the term of the contract. One of the two clients who returned
capital to the Company in fiscal 2004 did so as a result of contractual negotiations in which the
client agreed to return the cash to the Company in exchange for receiving higher commissions on the
Company’s sales made in the facility. The other client utilized a previously

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negotiated contractual provision that allowed the client to return cash to the Company in exchange for
receiving higher commissions on sales by the Company in the facility. Historically, return of
these up-front payments has occurred very infrequently.

     Comment 6. We note the discussion in footnote (6) to your Selected Financial Data indicating
that your Subordinated Notes contain certain covenant requirements impacting your ability to pay
dividends based on the measure described as “Adjusted EBITDA”. Please revise the “Liquidity and
Capital Resources” section of MD&A and the notes to your financial statements in future filings to
include a discussion regarding this covenant and its impact on your ability to pay dividends. MD&A
should also be revised to include a discussion of any restrictions on your ability to pay dividends
imposed by the terms of your other financing arrangements. Refer to the requirements of Rule
4-08(e) of Regulation S-X.

     Response 6. As noted in footnote (6) to the Selected Financial Data, the indenture governing
the Company’s Subordinated Notes contains a covenant prohibiting the payment of dividends if the
ratio of Adjusted EBITDA to fixed charges falls below 2.0 to 1.0. The table in footnote (6)
enables the reader to determine the actual ratio of Adjusted EBITDA to fixed charges. The
Company’s credit agreement prohibits payment of dividends if the Company fails to comply with a
maximum net total leverage ratio, a maximum net senior leverage ratio and an interest coverage
ratio. From time to time, one or more of these ratios may be more restrictive than the Adjusted
EBITDA to fixed charges ratio. In future filings on Form 10-K, the Company will describe the
different ratios contained in the indenture and the credit agreement in the “Liquidity and Capital
Resources” of the MD&A.

Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies

-Cost in Excess of Net Assets Acquired and Trademarks, page F-10

     Comment 7. Please explain why you believe it was appropriate to capitalize the $225,000 of
costs associated with the change in the Company’s trade name to Centerplate. As part of your response, please explain the specific nature and amounts of the costs capitalized and
explain why you believe this treatment is appropriate and in accordance with the guidance outlined
in SFAS No.142.

     Response 7. The $225,000 did not relate to the change in the Company’s trade name to
Centerplate but to trade names for the Company’s various branded products (food concepts such as
“Top Dog” and “Taste of the East”). The amounts were paid to third parties for researching the
availability of the trade names and trademarks, the execution of various brand and trade names and
other related services. The $225,000 does not include internal development costs associated with
the Company’s trade names. Accordingly, it is appropriate to capitalize these

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third party costs in accordance with SFAS 142. The Company will include this clarification in its future filings on
Form 10-K.

     Comment 8. We note the disclosure indicating that the Company reduced costs in excess of net
assets acquired by approximately $5.4 million as a result of recognition of tax benefits associated
with the Service America net operating loss carryforwards and federal tax credits during 2004.
Please tell us and revise your financial statements to explain why these benefits were recognized
during 2004 rather than in prior periods.

     Response 8. As part of its acquisition of Service America Corporation in 1998, the Company
recorded a reserve against the federal and state net operating losses and various tax credits which
Service America had accumulated, in accordance with the guidance provided by SFAS 109, paragraph
261. The reserve was established based on our assessment of tax positions taken by Service America
on prior tax returns and the potential effect of these items on net operating losses and tax
credits. In accordance with the guidance provided by SFAS 109, paragraph 268, the Company
determined that it was appropriate to recognize $5.4 million in tax benefits associated with the
Service America net operating loss carryforwards and other tax benefits in fiscal 2004 when the
federal tax audits were concluded for the periods in which the Company used these net operating
loss carryforwards and other tax benefits. The Company agrees to add this explanation in its
future filings on Form 10-K.

     Comment 9. We note per your disclosures on page F-10 of your document that the accumulated
amortization for cost in excess of net assets acquired