Mail Stop 3-5

March 1, 2005


Robert M. Lombardi
Chairman and President
Chefs International, Inc.
62 Broadway
Point Pleasant Beach, NJ  08742

Re:  	Chefs International, Inc.
	Schedule 13E-3/A filed February 18, 2005
	File No. 005-20011
	Revised Schedule 14A filed February 18, 2005
	File No. 001-08513

Dear Mr. Lombardi:

      We have reviewed your filings 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.

      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 and 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.

Schedule 13E-3

General

1. We refer to your response to our comment 22.  Please revise the
disclosure in the proxy statement and Schedule 13E-3 to include
the law firm of Lombardi & Lombardi and its pension plan as filing
persons and include all of the information required by Schedule
13E-3 and its instructions.  Please also make sure that these entities
sign the Schedule 13E-3.

2. We note your response to comments 3.  Please expand your
disclosure so that it addresses the Lombardi Restaurant Group,
Inc., in addition to the Lombardi and Maschler brothers.  For instance,
we are unable to locate a reference to the Lombardi Restaurant Group
in response to comments 35-37.

Schedule 14A

3. We note your response to comment 30.  It seems that the
independent counsel`s name, Ellenoff Grossman & Schole LLP, was
deleted from the revised Schedule 14A.  Please revise to disclose
the name and describe the means the firm utilized to advise the
company of its obligation under Delaware corporate law.   Disclose for
example if the firm provided any opinion, written or otherwise, to
the company.

Recommendation of the Special Committee and the Board, page 43

4. We are unable to locate your response to prior comment 38.
Please provide discussion of going concern value, liquidation value,
previous purchases or firm offers.  All of the factors listed in
Instruction 2 to Item 1014 of Regulation M-A are generally
relevant to the fairness determination in a Rule 13e-3 transaction and
should be discussed in considerable detail. If a filing person did not
consider one or more of the factors, state that and explain why
the factor(s) were not deemed material or relevant.  See Question and
Answer No. 20 of Exchange Act Release No. 34-17719.

Opinion of Houlihan Lokey, page 48

5. We note your statement that the you mailed a separate letter
containing the Houlihan Lokey presentation.  The staff has not
received this presentation.  Please advise.

6. We note your response to prior comment 43.  Either
supplementally confirm that the company provided no financial
forecasts to Houlihan Lokey or provide the requested disclosure.

Book Value Analysis, page 53

7. We reissue comment 49.  Please set forth the methodology used
to determine and the ultimate values the advisor derived for net book
value per share and net tangible book value per share as of
October 2004 in this section.

Effects of the Merger, page 57

8. We reissue prior comment 40. Please expand your disclosure to
discuss the effects of the transaction on each filing person.  It
is not appropriate in all cases to consolidate your discussion of
each individual filing person under the heading "continuing
shareholders." Your discussion should, at a minimum, describe each
affiliate`s interest in the net book value and net earnings of the
subject company in terms of both dollar amounts and percentages on an
individual basis. See Instruction 3 to Item 1013 of Regulation M-A.

Cautionary Statement and Risks Concerning Forward-Looking
Statements,
page 72

9. We note your revisions on page 72 in response to prior comment
23. Statements made in connection with going private transactions and
tender offers are expressly excluded from the safe harbor
protections afforded by the Private Securities Litigation Reform Act
of 1995. See Sections 21E(b)(1)(E) and 21E(b)(2)(C) of the Exchange Act.
Rather than refer to "various provisions," please revise to
clarify that the above referenced safe harbors do not apply and state to
which provisions you are referring.

Other

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.

	In connection with responding to our comments, please
provide, in writing, a statement each filing person  acknowledging that:

* the filing person is responsible for the adequacy and accuracy
of the disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the filing person 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.

Closing

      As appropriate, please amend your Schedule 14A and Schedule
13E-3 in response to these comments, and mark the documents to
reflect changes to the original documents.  See Rule 310 in
Regulation S-T.  You may wish to provide us with marked copies of
the amendments 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.  File the
response letter as correspondence on EDGAR.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses to
our comments.

      Direct any questions on the financial statements and related
disclosure to Kristine Shifflett at (202) 824-5089, or David
Humphrey at (202) 942-1995.  Direct any other questions to Messeret Nega
at (202) 942-1891 or in her absence to me at (202) 942-1976.

      					Regards,


						Michael Pressman
						Special Counsel

cc:	via facsimile
	Roger A. Tolins, Esq.
	Tolins & Lowenfels
	(212) 888-7706