April 12, 2006

Zip+4 Code:  20549-0305

Via Fax & U.S. Mail
William Koziel, Chief Financial Officer, Secretary and Treasurer
Cosi, Inc.
1751 Lake Cook Road
Suite 600
Deerfield, Illinois 60015

		Re:	Cosi, Inc.
			Form 10-K for the Year Ended January 2, 2006
       			File 000-50052

Dear Mr. Koziel:

      Based upon an examination restricted solely to
considerations
of the Financial Statements, Management`s Discussion and Analysis,
and Selected Financial Data, the staff has the following comments
on
the above-referenced document.  Where indicated, we think you
should
revise your filings 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.
Form 10-K For the Fiscal Year Ended January 2, 2006

Item 7- Management Discussion and Analysis of Financial Condition
and
Results of Operations

General

1. To enhance the narrative disclosures, please consider providing
a
table reconciling the number of restaurants opened, closed, or
acquired, by segment, during each period statements of operations
are
presented.  Further, disclose this tabular information by whether
the
restaurants are Company-owned or franchised.

Liquidity and Capital Resources, page 29

2. Liquidity generally should be discussed on both a long-term and
short-term basis.  Accordingly, the discussion of the sufficiency
of
your resources to satisfy ongoing cash requirements for the next
twelve months should be expanded to discuss liquidity on a long-
term
basis.  See Regulation S-K, Item 303(a), Instruction #5.  For
example, you state that you expect to fund the opening of new
company-owned restaurants through your investments and internally
generated cash flows produced by existing company owned
restaurants.
However, you have not had positive operating cash flows in the
past
three fiscal years.  As such, it would appear that you will fund
this
endeavor mainly through your investments, which will significantly
deteriorate your working capital and could lead you to be in
highly
leveraged situation.  Therefore, in light of the aforementioned
facts, please tell us and revise your filing to discuss the
approximate cost as well as a detailed description and the timing
of
your plan.  Further, you should include a discussion of your
current
burn rate and whether there will be a significant increase during
and
after completion.

3. We believe you should include scheduled interest payments in
the
table or, in the alternative, include additional disclosure
regarding
interest payments in a footnote to the table.  See Section IV.A of
FR-72 for guidance.

Item 8- Financial Statements and Supplementary Data

Consolidated Statements of Operations, page 43

4. In light of the nature of your business, we believe you should
significantly revise the manner in which you describe the costs
associated with your operations, especially with respect to your
current discussion of "cost of goods sold" within MD&A.  Further,
since depreciation and amortization, expenses related to the
corporate and administrative functions are part of your continuing
growth (e.g. site selection) and management of franchises
contribute
directly to the generation of revenues, we believe you should
revise
your filing to remove the "cost of sales" caption and any
discussion
thereof.  Instead, your discussions of operating results and
profitability should focus upon operating income or loss.

Note 1- Organization and Summary of Significant Accounting
Policies

Investments, page 46

5. In view of the relative significance of investments relative to
assets and equity, please separately quantify the major security
types as contemplated by paragraph 19 of SFAS 115.  In addition,
the
related cash flows should be recorded at gross, rather than net
pursuant to paragraph 18 of that statement.  In this regard,
please
supplementally confirm that there have been no sales of these
securities prior to maturity.

Intangibles, Security and Other Assets, page 49

6. Based on the disclosures on page 49, you measure the impairment
of
liquor licenses in the aggregate, which appears to imply that you
measure for impairment of liquor licenses at the entity level.
However, your measurement of impairment should be completed at the
reporting level as required by SFAS 142.  Therefore, if our
understanding is correct, please provide us with substantive
support
for your approach.

7. Further, please tell us why you believe that these liquor
licenses
represent indefinite lived intangible assets.  Please be detailed
in
your response.

Revenue Recognition, page 50

8. Please expand your footnote to also address recognition of
revenues from franchise fees and from royalties.  Supplementally
and
in your footnote, please describe your gift card program and your
method of accounting for same.  Supplementally provide us with a
schedule of activity in the related liability account for each
period
for which an income statement has been presented.

Note 10- Stockholders Equity

Stock Purchase Warrants, page 56

9. Please expand your disclosures to include the significant
contractual terms of your warrants.  For example, you should at
least
disclose whether the conversion price is fixed as of the date of
issuance or based on a percentage of the stock price at the
conversion date.

	As appropriate, 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 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.
      Pursuant to Rule 101(a)(3) of Regulation S-T, your response
should be also be submitted in electronic form, under the label
"corresp" with a copy to the staff.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing 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 filing;

* 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 Juan Migone at (202) 551-3312 or Margery
Reich,
at (202) 551-3347 if you have questions regarding comments on the
financial statements and related matters.  Please contact the
undersigned at (202) 551-3211 with any other questions.


      Sincerely,




      David R. Humphrey
      Branch Chief-Accountant
William Koziel, Chief Financial Officer, Secretary and Treasurer
Cosi, Inc.
April 12, 2006
Page 4