SecProbe.io

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MAIL STOP 3561

October 5, 2005

Jeffrey Davidson, Chief Executive Officer
Key Hospitality Acquisition Corporation
4 Becker Farm Road
Roseland, NJ  07068

      Re:	Key Hospitality Acquisition Corporation
   Amendment No. 4 to Registration Statement on
   Form S-1
   Filed September 23, 2005
   File No. 333-125009

Dear Mr. Davidson,

      We have reviewed your 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. We note your response to comment one of our letter dated
September
19, 2005.  Please revise the applicable portions of the
registration
statement to clarify when the distribution ends.

2. We note your response to comment two of our letter dated
September
19, 2005.  We reissue the comment.  It appears that the warrant
purchase arrangement constitutes a bid or inducement during the
restricted period in violation of Regulation M of the Securities
Exchange Act of 1934.

Risk Factors, page 8

3. In risk factor 16, we note that any expenses would be
insignificant compared to the value of existing stockholders`
equity
stake.  Please revise to clarify your use of the term "equity
stake."
Also, revise to clarify that existing stockholders paid an
insignificant or nominal amount for their current holdings in your
company.

Use of Proceeds, page 22

4. Here and in the principal stockholders section, you indicate
that
Maxim Group LLC will undertake several activities (deferring
compensation and making warrant purchases) to demonstrate
confidence
in your ultimate ability to consummate a business combination.
Please revise to explain why Maxim`s confidence is relevant since
it
is not clear if they will participate in the search and
consummation
efforts of the company.

Financial Statements

5. We noted from your disclosure in footnote 1 - Nature of
operations
and significant accounting policies on F-8 that the company was
incorporated on April 25, 2005 and has selected December 31 as it
fiscal year end.  As the company has existed for a period less
than
one fiscal year, please provide audited financial statements
within
135 days of the filing of the registration statement in accordance
with Item 310(a) of Regulation S-B.

6. Please provide a current consent of the independent accountants
in
any amendment.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  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 supplemental 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 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.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Angela Halac (202) 551-3398 if you have
questions regarding comments on the financial statements and
related
matters.  Questions on other disclosure issues may be directed to
Duc
Dang at (202) 551-3386.

						Sincerely,

						John Reynolds
      Assistant Director

Cc:  	Jeffery Schultz
	Fax #  (212) 983-3115

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Jeffrey Davidson, Chief Executive Officer
Key Hospitality Acquisitions Corporation
October 5, 2005
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