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FISCHER & SANGER

ATTORNEYS AND COUNSELORS

SUITE 1204

5956 SHERRY LANE

DALLAS, TEXAS 75225

	TELEPHONE 214/361-7301

ROBERT WM. FISCHER	TELECOPIER 214/361-7842

April 27, 2005

Joseph A. Foti

Senior Assistant Chief Accountant

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

	Re:	Hudson's Grill International, Inc. ("Hudson's")

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

		Commission File # 333-94797

Dear Mr. Foti:

	Your letter of April 15, 2005, to Hudson's was forwarded to us for response.  We
will address your comments by your paragraph number in the order in which you have
made them.

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

Item 6. Management's Discussion and Analysis

Recently Issued Accounting Pronouncements

1.	As suggested, we will add such additional information in future filings.

Statements of Income

2.	Management, with the concurrence of the Company's  previous auditors and current
auditors, believe that this income is not part of income from operations because it is
from a separate component of an entity that was sold more than seven years ago.  It
related to a non-Hudson's themed restaurant that was at one time owned and operated
by the former parent of the Company.  The Company has only franchised restaurants
since its inception, and inherited this note and sale when it took over selected assets
from its former parent company.  Thus, since this was a separate component of an
entity, under SFAS 144, the Company believes it should not be presented with
income from operations.

Note 3. Franchise Activities

3.	The initial franchise fee is deferred for financial reporting (but not for tax reporting)
since the Company has only one remaining obligation regarding the initial fee.  It is
required to provide assistance with the training of staff to open the restaurant.  Once
the assistance is provided, the fee is fully earned.  Please note that the fee is non-refundable at the time it is received with the initial signed franchise agreement.
When an existing franchisee is opening another restaurant, or the management already
has sufficient Hudson's restaurant experience, the Company will reduce the initial
franchise fee and in exchange will not provide training or opening help.  In this latter
case, the non-refundable fee will be reported as income for tax and for financial
reporting purposes when it is received with a signed franchise agreement.  The
Company does not have any further obligation for the initial fee.  The Company
receives royalty fees for ongoing sales at franchises in exchange for the right to use
the Company's name, trademarks, ideas and procedures for operating a Hudson's
restaurant.  The Company's ongoing responsibilities are minimal and are mostly to
protect the Company from franchises that might deviate from Company standards.
Ongoing costs incurred by the Company related to franchise royalty fees are minimal
and provide for a reasonable margin.

Note 7. Income Taxes

4.	In evaluating the Company's need for a valuation allowance related to the deferred
tax assets, management considered the historical, current and future expectations of
the Company's financial position and performance. The Company looked to income
from operations and noted the trend of decreasing income from operations over the
past three years (2002 through 2004).  Additionally, management noted a trend of
increasing costs many of which are fixed and do not directly trend with revenues.
Management expects these costs to continue to increase in the near future as the
Company expects to incur additional legal and accounting fees related to the
provisions of the Sarbanes-Oxley Act of 2002.

	Based on these factors and the dependence of the Company on a few franchises to
provide continuing revenues, the Company believed it would not be appropriate to
reduce the allowance recorded against deferred tax assets.  As requested, future
filings will disclose why the Company believes it is appropriate to recognize a
valuation allowance if such an allowance exists.

Note 9. Related Party Transactions

5.	When the former parent of the Company began to develop the concept for Hudson's
restaurants, it entered into an agreement with David Osborn, who is currently the
president and largest shareholder of the Company, but who at that time was not
affiliated with and did not own any stock in the former parent of the Company.  In
order to encourage the testing and development of the concept, Mr. Osborn was
granted the rights to develop Hudson's restaurants in the State of Texas and was
permitted to do so without having to pay any initial franchise fees or royalty fees to
the former parent of the Company.  The former parent of the Company did not
provide any additional services to the Texas franchises; the Company still does not;
and the Company doesn't have to in the future.  The former parent of the Company
did permit the Texas franchises to use the Hudson's name and trademarks, and
consequently, so does the Company.

The agreement with Mr. Osborn also provided that no royalty fees are payable by the
next owner of the Texas franchises.  Several years ago, Mr. Osborn sold the two
current Texas franchises to his partner, Anthony Duncan, who currently serves as one
of the three directors of the Company.  Thus, as long as Mr. Duncan owns those two
franchises, he will not have to pay royalty fees.  If he sells them, however, the new
owners of the franchises will have to pay royalty fees to the Company.  When the
Company was originally established in 1997 as a subsidiary of its former parent
company, it was assigned all of the franchise agreements of its former parent
company, and thus, it is the successor to those franchise agreements.  The Company
was spun off from its former parent in 2000.  Thus, there is nothing to account for or
to defer with the Company as to these transactions or arrangements as the Company
has no current or future obligations or expense related to these franchises.

	Attached is an acknowledgment that you requested from the Company.  If you
have any questions about the above, please do not hesitate to contact me.

							Sincerely,

							s/s Robert W. Fischer

							Robert W. Fischer

RWF:hs

Enclosure: As Stated

cc:	Mr. David Osborn

	Mr. Matthew Reiter

f\sec\050421.o01

Acknowledgment to Hudson's Grill International, Inc.'s (the "Company")

Response to the Securities and Exchange Commission's ("SEC")

Comment Letter Dated April 15, 2005

	The Company acknowledges the following:

1.	The Company is responsible for the adequacy and accuracy of the disclosure in
its filings to the SEC;

2.	SEC staff comments or changes to disclosure in response to staff comments do
not foreclose the SEC from taking any action with respect to the Company's
filing with the SEC; and

3.	The Company may not assert staff comments as a defense in any proceeding
initiated by the SEC or any person under the federal securities laws of the United
States.

							Hudson's Grill International, Inc.

							s/s Robert W. Fischer

							Robert W. Fischer, Chairman