SecProbe.io

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Mail Stop 4561

      							October 13, 2005

Via U.S. Mail and Fax (209) 254-8191
Ms. Victoria Z. Carlton
President and Chief Executive Officer
Restaurant Training Corporation
7475 Skillman, Suite C-102
Dallas, TX 75231

	RE:	Restaurant Training Corporation
      Form 10-KSB for the fiscal year ended December 31, 2004
		Filed April 12, 2005
Forms 10-QSB for the quarterly period ended March 31, 2005 and
June
30, 2005
		File No. 0-49945

Dear Ms. Carlton:

      We have reviewed the above referenced filings and have the
following comments.  Where indicated, we think you should revise
your
documents 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 information so we may better understand your disclosure.
After
reviewing this information, we may 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
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Item 3. Legal Proceedings, page 12

1. Expand your disclosure of the lawsuit filed August 25, 2004 to
include your analysis of the matter in accordance with Paragraphs
8-
10 of SFAS 5.  Please use the terminology in paragraph 3 of SFAS
5.

Item 14. Principal Accountant Fees and Services, page 23

2. Please tell us why the audit fees for 2004 are not reflected on
the Statement of Operations.  Also, explain to us how such fees
have
been paid.

Certifications of Officers, pages 24-26

3. We note that the certifications are not in the proper form.
The
required certifications must be in the exact form prescribed; the
wording of the required certifications may not be changed in any
respect.  Certain portions of the certifications relating to
internal
control over financial reporting may be omitted as stated in
Section
III.E of SEC Release No. 33-8238.  Accordingly, please file an
amendment to your Form 10-KSB that includes the entire filing
together with the certifications of your current Principal
Executive
Officer and Principal Financial Officer in the form currently set
forth in Item 601(b)(31) of Regulation S-B.

Note D - Going Concern, page F-8

4. Your disclosure implies that to date you have relied on
contributions from executive officers and directors to maintain
compliance with state and federal filing requirements.  However,
the
only contribution reflected in your Statement of Stockholders`
Equity
occurred in 1994.  Please clarify to us whether there have been
any
contributions since 1994 and whether such contributions were in
the
form of cash or services.

*    *    *    *

      As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that they
have provided all information required under the Securities
Exchange
Act of 1934 and that they have provided all information investors
require for an informed investment 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 filings; 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 filings or
in
response to our comments on your filings.

      You may contact William Demarest, Staff Accountant, at (202)
551-3432 or me at (202) 551-3486 with any questions.

							Sincerely,

							Daniel L. Gordon
							Branch Chief

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Ms. Victoria Z. Carlton
Restaurant Training Corporation
October 13, 2005
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