SecProbe.io

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						April 15, 2005

Mail Stop 03-05

Via US Mail and Facsimile

Mr. David L. Osborn
President
16970 Dallas Parkway, Suite 402
Dallas, Texas 75248

Re:	Hudson`s Grill International Inc.
	Form 10-KSB for the fiscal year ended December 31, 2004
	Commission file # 333-94797:

Dear Mr. Osborn:

We have reviewed the above referenced filing and have the
following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is 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 supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
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 filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

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

Form 10-KSB for the year ended December 31, 2004

Item 6.  Management`s Discussion and Analysis
Recently Issued Accounting Pronouncements

1. Reference is made to Note 8 to your financial statements.  You
disclose that that you granted 216,000 and 240,000 stock options
to
your president and two directors, respectively as compensation for
their services during the year ended December 31, 2004.  In this
regard, revise future filings to discuss the anticipated impact of
implementing SFAS 123R with respect to your liquidity, capital
resources and results of operations.  See Item 303 of Regulation
S-B
and Staff Accounting Bulletin Topic 11:M.

Financial Statements

Statements of Income

2. We note that you have presented "income from sale of assets" as
a
component of other income.  In future filings, please present the
gain from sale of assets as a component of income(loss) from
operations.  See paragraph 45 of SFAS No. 144.

Notes to the Financial Statements

Note 3.  Franchise Activities

3. Reference is made to the second paragraph.  Supplementally tell
us, with a view toward expanded disclosure, whether the deferred
portion of the initial franchise fee covers the estimated cost of
providing continuing services in excess of continuing franchise
fees
plus a reasonable profit on those continuing services.  See
paragraph
7 of SFAS 45.  We may have further comments.

Note 7.  Income Taxes

4. We note that you have provided a valuation allowance for the
entire net deferred tax asset in 2003 and 2004.  In view of the
fact
that the net deferred tax asset primarily relates to net operating
losses and you have generated taxable income over the past two
years,
please supplementally tell us, and disclose in future filings, why
you believe it is appropriate to recognize a valuation allowance.
As
part of your response, please tell us the available evidence
supporting your conclusion that it is more likely than not that
your
deferred tax asset will not be realized.  See paragraphs 20 and 21
of
SFAS No. 109.

Note 9.  Related Party Transactions

5. Reference is made to the fourth paragraph.  Supplementally tell
us, with a view toward expanded disclosure, the consideration you
received in exchange for your agreement not to receive monthly
franchise fees from the two restaurants in which one of your
directors is the franchisee.  Also, tell us how you have accounted
for this transaction and the literature that supports your
accounting
treatment.  In addition, since you will not collect continuing
franchise fees to cover the estimated cost of the continuing
services
to be provided plus a reasonable profit on those continuing
services,
supplementally tell us whether you have deferred a portion of the
initial franchise fees.  If have not deferred portion of the
initial
franchise fees, please explain why.  See paragraph 7 of SFAS 45.
We
may have further comments.

* * * * * * * * * * * * * * * * * * * * * * *
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 supplemental information.  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 reviewed by the staff to be
certain
that they have provided all information investors require for an
informed 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 Claire Lamoureux at 202-824-5663 or Kathy Mathis
at
202-942-1994 if you have questions.

								Sincerely,

								Linda Cvrkel
								Branch Chief
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Hudson's Grill International Inc.
April 15, 2005
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