SecProbe.io

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Mail Stop 3561

								December 1, 2005

Christopher R. Thomas, President
Restaurant Acquisition Partners, Inc.
5950 Hazeltine National Drive, Suite 290
Orlando, Florida 32822-5007

		RE:	Restaurant Acquisition Partners, Inc.
			Registration Statement on Form S-1
			File No. 333-129316
			Date Filed: October 28, 2005

Dear Mr. Thomas:

      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 Comments
1. We were unable to locate your disclosure of the Dealer
Prospectus
Delivery Obligation as required by Item 502(b).  Please advise us
where this disclosure is located. If no disclosure has been made,
please include it, or advise us why inclusion is not required.

2. Tell us the factors you considered in determining to value this
offering at $24,000,000.  What factors did you consider when
determining that you might need $20,400,000 in the trust fund to
effect the business combination contemplated by the registration
statement?  Discuss the specific factors and motivations behind
the
valuation.  Please note in particular that we are not seeking
simply
whether or not you have "a specific business combination under
consideration" but are looking more to the type, nature and
results
to date of any and all diligence, evaluations, discussions (formal
or
informal), negotiations and/or other similar activities
undertaken,
whether directly by the company, an affiliate thereof, or an
unrelated third party, with respect to a business combination
transaction involving the company.  This includes the time period
before the company`s corporate existence was established and
encompasses any and all evaluations and/or discussions that may
have
taken place prior to the involvement of the principals with the
formal entity of Restaurant Acquisition Partners Inc. Given
management`s extensive and high-level experience in the restaurant
industry as senior executives, business consultants and/or
entrepreneurs, the precise nature of their knowledge about their
ability to effect a combination with a company whose fair market
value is equal to at least 80% of the company`s net assets may be
material information for which appropriate disclosure is required.
We may have further comment.
3. Prior to the effectiveness of the company`s registration
statement, please inform us as to whether or not the amount of
compensation allowable or payable to the Underwriters has received
clearance by the NASD.
4. Prior to effectiveness please provide an update with respect to
those states in which the offering will be conducted.
5. Prior to effectiveness of this registration statement, please
confirm supplementally that you have resolved any outstanding
state
regulatory agency comments and that you have received clearance
from
all states where you have applied to have the units registered for
sale.
6. In several locations in the prospectus, disclosure indicates
that
you may acquire one or more businesses affiliated with your
existing
stockholders.  Please identify these affiliated entities.  Also,
disclose whether or not these entities are aware of the fact that
Messrs. Thomas, Creed and Culp manage and/or serve as directors of
this blank check company, the company seeks to go public on a 1933
Act registration statement on Form S-1, and it seeks to possibly
acquire one or more of the affiliated entities.  In this regard,
detail the number of companies that these individuals believe may
be
for sale and how he or they ascertained this information.  We may
have further comment.

7. It appears that shares of common stock acquired by existing
stockholders in the offering or in the aftermarket may have
conversion rights with respect to a potential business
combination.
Provide disclosure with respect to the conversion rights to
discuss
the relative benefits and financial advantages to utilization of
such
feature between the existing stockholders and the public
stockholders.  This disclosure should include, in part, an
analysis
and comparison of the financial consequences of the exercise of
the
conversion right when exercised by an existing stockholder as
compared to a public stockholder.  In this context we note that:
(i)
the existing stockholders are allowed, and may make purchases of
shares in both the offering and in the open market subsequent to
the
offering; (ii) there appears to be a disincentive for public
stockholders to exercise their conversion rights due to the fact
that
the amount available to such stockholders (approximately $5.10 per
share) is virtually certain to be less than the purchase price
paid
for the unit in the offering ($6.00); and (iii) there does not
appear
to be a corresponding disincentive for existing stockholders to
exercise their redemption rights since their existing shares have
an
effective purchase price of $0.025 per share and thus even after
paying the offering price and/or market price for the other shares
acquired after the date of the prospectus, the effective cost to
the
existing stockholders of their shares will be significantly less
that
the conversion price of approximately $5.10 per share.  We may
have
further comment.

Facing Page
8. We note that the registration statement covers "such
indeterminable additional securities as may be issued as a result
of
the anti-dilution provisions contained in the Warrants."  Please
revise the disclosure to state that the indeterminate number of
additional shares of common stock shall be issuable "pursuant to
Rule
416 to prevent dilution resulting from stock splits, stock
dividends
or similar transactions."

Prospectus Cover Page
9. Please revise the second paragraph to indicate the offering
price
per unit.
10. Please revise your disclosure, or advise why no revision is
necessary, to indicate the amount of net proceeds to be placed in
the
trust account in the event that the over-allotment option is
exercised in full.
11. Please revise to highlight with bold face type or italics the
legend required by Item 501(a)(7).

Table of Contents
12. Please revise your table of contents to include page numbers
of
the various sections.

Prospectus Summary
13. Briefly define `net assets` in your fifth paragraph in this
section.
14. We note your disclosure that your "executive officers have led
successful public offerings and have led major acquisitions and
divestitures in the restaurant industry."  Please provide support
for
your assertion.
15. Please revise to address whether the company or its agents or
affiliates have been approached by any acquisition candidates, or
their representatives, with respect to any possible acquisition
transaction.
16. Please provide us a copy of the National Restaurant
Association
reports and forecasts referred to here and elsewhere.

The Offering, page 4
17. Please note, in the discussion of the offering on page 4 or in
another appropriate place, whether the company plans to amend its
8-K
filing to provide an audited balance sheet to reflect the exercise
of
the over-allotment option if such exercise does not take place
prior
to the filing of the 8-K to reflect the consummation of the
offering.
18. Revise to indicate whether or not there is a weekly trading
volume condition imposed on the company`s ability to redeem the
outstanding warrants.
19. Please revise to clarify whether any shares acquired by the
existing stockholders in this offering and shares acquired
following
the offering will be voted in favor of the business combination.
We
note that the existing stockholders will vote the shares of common
stock owned by them in favor of the business combination.
Specifically address whether the existing shareholders will be
able
to exercise conversion rights with respect to shares acquired in
this
offering or shares acquired following the offering.  We may have
further comment.

Summary Financial Data, page 8
20. Please revise the fifth paragraph to indicate the approximate
dollar amount converted if 19.99% of the 4,000,000 shares are
converted under the conversion rights.

Risk Factors, page 9
21. Please revise your first paragraph to indicate that you
discuss
all material risk in this section.
22. Some of your risk factors are too broad and generic and should
be
revised to state the material risk that is specific to Restaurant
Acquisition Partners, Inc.  As a general rule, a risk factor is
probably too generic if it is readily transferable to other
offering
documents or describes circumstances or factual situations that
are
equally applicable to other similarly situated businesses.   Many
of
your risk factors fit into this category.  It appears that risk
factors 6, 8, 17, 18, 26, 27, 28, 35, 37, 39 and 49 are generic
and
should be revised, deleted or moved to another section of the
prospectus as appropriate.  Revise throughout this section as
appropriate.
23. We note your disclosure that your initial officers and
directors
"will be personally liable under certain circumstances to pay any
of
[y]our debts".  Please clarify the circumstances in which the
directors would and would not be liable to make payments.
24. We note your disclosure on page 12 that conflicts arising from
a
business combination with an entity affiliated with an existing
stockholder may not be resolved in your favor.  Please expand this
discussion to include the potential effects of a conflict not
being
resolved in your favor.
25. Revise risk factor sixteen to update the information to the
latest practicable date.  Also to address the number and value of
similar blank check companies that have filed with the Commission
and
have not completed their initial public offerings.
26. You disclose that you "may seek to incorporate a franchising
and
area developer model into [y]our strategy" in Risk Factor 31 on
page
19.  This Risk Factor appears speculative.  Please revise this
disclosure, or advise us why no revision is necessary.
27. In Risk Factor 38 on page 21 you disclose that you will need
to
build a management team.  Please revise your disclosure, or advise
us
why no revision is necessary, to address (1) any shortcomings in
current management that would require additional management team
members; and, (2) risks associated with adding team members, such
as
the need to offer compensation and its` effect on liquidity and
the
potential for dilution of shareholder ownership.
28. Please revise Risk Factor 42 on page 22 to indicate that, when
officers and directors vote as shareholders they are not subject
to
the same level of fiduciary duty that they would be if voting on a
matter as an officer or director.  To the extent applicable,
please
discuss what effect such shareholder ratification will have on the
fiduciary duty owed by the directors.  Alternatively, please
advise
us why no revision is necessary.
29. In Risk Factor 46 on page 24, you state that institutional
investors "should consult [their] own financial and legal advisors
to
determine if [they] are eligible to participate in [the]
offering."
Please revise this discussion, or advise us why no revision is
necessary, to indicate that the company has responsibility for
ensuring that sales do not violate state blue sky laws.
30. We note your statement in risk factor 48 that "we do not
believe
that our anticipated principal activities will subject us to the
Investment Company Act of 1940."  We do not understand why you
have
included this as a material risk.  Please revise as appropriate.

Use of Proceeds, page 28
31. Please add a line in the use of proceeds table indicating the
total of the noted offering expenses.
32. Please clarify, in footnote 2, the amount of offering expenses
already paid from the $100,000 received from your existing
shareholders.
33. In the use of proceeds table, use of net proceeds not held in
trust, we note the line item of $150,000 for "[l]egal, accounting,
and other expenses attendant to the due diligence investigations,
structuring and negotiations of a business combination and the
preparation and filing of the related proxy statement."  Please
explain these expenses in more detail. We also note another line
item
of $50,000 allocated to due diligence.  Please explain why there
are
two separate amounts for due diligence and indicate which line
item
of due diligence would be used to pay officer and directors for
their
expenses in the performance of due diligence.
34. On page 30 you disclose that the offering proceeds will be
used
to repay a $100,000 advance made by your officers and directors.
In
your disclosure please clarify whether this repayment will reduce
the
amount held in trust for the benefit of shareholders, as opposed
to
being paid from funds not held in trust.  In addition, please
break
out the amounts expended under this line.  For example, has the
entire $100,000 already been expended on these three items?  To
the
extent that these funds have not already been expended, please add
a
separate line item for loan and interest repayments and reduce the
amounts allocated to the other line items accordingly.
Alternatively, please advise us why the selected course is
superior.
35. Please revise your Use of Proceeds discussion to include any
fixed contractual obligations that you may have to Continental
Stock
Transfer & Trust Company for acting as a trustee or transfer
agent.
Please also disclose whether these fees are paid from the amounts
held in trust or amounts not held in trust.
36. Revise to delete footnote 3 to the use of proceeds table.
37. Please revise to indicate, if true, that there is no limit on
the
amount of the out-of-pocket expenses reimbursements to officers
and
directors for due diligence and there will be no review of the
reasonableness of the expenses by anyone other than your board of
directors.

Management`s Discussion and Analysis, page 34
38. In your discussion of the Black-Scholes valuation of the
underwriter`s option you use a basket of U.S. restaurant
companies.
Please advise us why you consider this an appropriate comparison
considering that you are currently not a restaurant company.
39. We note that in the discussion of the valuation methodology of
the purchase option granted to Capital Growth Financial that the
value of the option was determined using a basket of U.S.
restaurant
companies.  Supplementally discuss the reasons why these companies
were selected for such purposes, what factors were focused on in
determining to select these companies, what number of companies
were
selected, and how this selection process relates to the company`s
determination of potential business combination candidates.  We
may
have further comment.
40. In the valuation of the underwriter purchase option for
340,000
units, you used a basket of U.S. restaurant companies to determine
an
estimate of your expected volatility.  Please tell us the name and
market capitalization of each of the companies used.

Proposed Business, page 37
41. Please include a statement indicating the period of time that
the
offering proceeds will satisfy your cash requirements, and
indicate
whether it will be necessary to raise additional fu