Mail Stop 3-5
      January 21, 2005

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

Re:  	Chefs International, Inc.
Schedule 13E-3 filed December 23, 2004
File No. 005-20011
Schedule 14A filed December 23, 2004
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

Cover page
1. As is required by the form of the Schedule 13E-3 cover page,
please include items b-d, and a statement as to whether this is a
final amendment reporting the results of the transaction.


General
2. Consideration should be given to the updating requirements of
Item
310(g) of Regulation S-B.
3. Please note that each filing person must individually comply
with
the filing, dissemination and disclosure requirements of Schedule
13E-3.  In this regard, please revise the disclosure in the proxy
statement and Schedule 13E-3 to include all of the information
required by Schedule 13E-3 and its instructions for every filing
person.  For example, include a statement as to whether each
person
believes the Rule 13e-3 transaction to be fair, procedurally and
substantively, to unaffiliated security holders and an analysis of
the material factors upon which they relied in reaching such a
conclusion.  See Item 8 of Schedule 13E-3, Item 1014 of Regulation
M-
A and Question and Answer No. 5 of Exchange Act Release No. 34-
17719
(April 13, 1981).

Item 7. Purposes, Alternatives, Reasons and Effects
4. Discuss in detail each filing persons` purpose for engaging in
the
transaction, and the reasons for undertaking the transaction now.
Consider Instruction 1 to Item 1013 of Regulation M-A in drafting
your disclosure.
5. The information you incorporate by reference does not address
whether any alternative means were considered to accomplish the
purpose of the 13e-3 transaction.  Please disclose whether
alternative means were considered, and if applicable, indicate why
they were found to be inferior to the proposed transaction.  If
other
such options were not considered, please disclose that and explain
why not.
6. Please discuss the effects of the Rule 13e-3 transaction on
Continuing Stockholders` interest in the net book value and net
earnings of the company in terms of both dollar amounts and
percentages.  Also discuss the federal tax consequences of the
Rule
13e-3 transaction on each filing party.  See Item 1013(d) of
Regulation M-A.

Item 16. Exhibits
7. Please tell us when you plan to formalize the bank loan
agreements
with Enterprise Bank, referenced on page 50 in the "sources of
funding" section of your proxy statement and confirm to us that,
when
the financing is complete, you will file the relevant agreements
as
exhibits to your document as required by Item 1016(b) of
Regulation
M-A.  In addition, we note that the transaction is not conditioned
on
the bank financing.  Expand your disclosure to explain how the
transaction will be financed in absence of the loan.


Schedule 14A

General
8. Please revise your proxy statement so that all of the
disclosure
required by Items 7, 8 and 9 of Schedule 13E-3 appears in the
"Special Factors" section at the beginning of the proxy statement
immediately following the summary term sheet.  See Rule 13e-
3(e)(1)(ii).

Notice of Special Meeting of Stockholders
9. Please clarify why you fixed the record date for a date after
you
originally filed this proxy, and how you determined the number of
stockholders of record you had on a date in the future.  Please
update this information as necessary with the next amendment.

Proxy Statement, pages 1-3
10. Revise to include a more specific citation to where in the
document shareholders can learn about revoking their proxy, such
as
on page 14 in response to the question "Can you change your
vote..."and also disclose in the Q&A on page 14 the mailing
address
where shareholders may submit any written requests for revoking
the
proxy.

Summary Term Sheet, page 4
11. Please confirm that the summary term sheet will begin on the
first or second page of the disclosure document provided to
security
holders, pursuant to Instruction 2 to Item 1001 of Regulation M-A.
Revise as necessary.
12. Please ensure that the summary term sheet highlights all of
the
essential features of and the significance of the proposed reverse
stock split.  For example, the summary term sheet should

* describe the purposes and/or reasons for the merger;
* address the company`s substantive and procedural fairness
determination as to the unaffiliated security.

For further guidance, see Section II.F.2.a of SEC Release No. 33-
7760.
13. Revise the introductory paragraph to reflect that the Summary
Term Sheet highlights the material aspects of the transaction, not
just "selected information."
14. Please refrain from placing cross-references in all-capital
letters, and instead use bold-faced or italicized typeface to
emphasize those references.
15. Please revise the summary term sheet to state the amount and
percentage of shares already committed to approve the transaction.

Summary Information in Question and Answer Format, page 5
Since the Continuing Stockholders have sufficient votes to approve
the merger, page 7

16. We note your statement that you are holding the meeting in
order
to promote a full discussion of the arguments for and against the
going private transaction.  Therefore, please provide a brief
explanation as to how the meeting will serve that purpose.

What actions have been taken by the Special Committee?, page 9
17. You state that the recommendation of the Special Committee was
partly based upon consultations with its professional advisors.
Please revise to identify those advisors and the specific nature
of
the advisory services they provided to the Special Committee,
including any analysis and/or recommendation they might have made
to
the Special Committee.

What rights do stockholders have to dissent from the Merger?, page
11
18. The length of this discussion is not appropriate for a summary
section.  Please revise to streamline the discussion to include
only
the material aspects of stockholders` rights of appraisal, and
include a cross-reference to page 51 where you discuss these
rights
in more detail.
19. Please state whether any provisions have been made to grant
unaffiliated shareholders access to the corporate files of the
filing
persons or to obtain counsel or appraisal services at the expense
of
the filing persons.  Refer to Item 4 of Schedule 13E-3 and Item
1004(e) of Regulation M-A.


What are the conditions to the Merger, page 13
20. Please revise to reflect that the list includes the material
conditions to the merger, rather than the "certain of the most
important" conditions to the merger.

Information About the Company, page 15
Stock Ownership, page 17
21. Here, or elsewhere as appropriate, provide the addresses of
all
filing persons.  Refer to Item 1003(a) of Regulation M-A.

Information About Acquisition Co., page 18
22. Please disclose the entities related to the Lombardi Brothers
and
tell us what consideration you gave to including them as filing
persons.

Cautionary Statement and Risks Concerning, page 18
23. Please delete the reference to Section 21E of the Securities
Exchange Act of 1934 and Section 27A of the Securities Act of
1933.
By its terms, the Private Securities Litigation Reform Act safe
harbor does not apply to statements made in connection with going
private transactions.  Refer to Regulation M-A telephone
interpretation M.2 available at www.sec.gov in the July 2001
Supplement to the Division of Corporation Finance`s Manual of
Publicly Available Telephone Interpretations.

Voting of Proxies, page 20
24. Please note that if a solicitation is related to a merger, the
staff does not view a postponement or adjournment for the purpose
of
soliciting additional proxies as a matter "incident to the conduct
of
the meetings," as described in Rule 14a-4(c)(7).  While we
understand
that in the present case, the vote is locked up, your disclosure
indicates that you may solicit additional proxies after a
postponement.  Accordingly, discretionary authority cannot be used
to
adjourn a meeting as described in this section.  We would consider
an
adjournment to be a substantive matter requiring its own vote
using a
specific, separately enumerated item on the proxy card.  If you
wish
to obtain authority to adjourn the meeting to solicit additional
proxies for the merger, please revise your proxy card and
disclosure
accordingly.

Special Factors, page 21
Events Leading to the Proposal for and the Acceptance, page 22

25. Please expand your discussion of the reasons for the proposed
merger in greater detail.  As required by Item 1013(b) and (c) of
Regulation M-A, your revised discussion should explain:

* the reasons for undertaking the merger in reasonable detail;

* why the board and filing persons recommended undertaking the
merger
at this particular time;

* whether any alternatives were considered and, if so, why such
alternatives were rejected; and

* the reasons for structuring the proposed going-private
transaction
as a merger.

Note that your revised disclosure should provide reasonably-
detailed
explanations, not just conclusory statements.  See Instruction 1
to
Item 1013 of Regulation M-A.

26. Please clarify the calendar dates of all discussions you
reference in this section. For example, in the first paragraph
provide the dates of the discussions that occurred in the "third
and
fourth quarters of fiscal 2004." Also, please clarify the
circumstances surrounding the organization of Acquisition Co. in
November 2003.  Currently it is not clear from your disclosure
what
precipitated the formation of that entity.  Your disclosure
should:
* indicate when the group was formed;
* disclose who first proposed the possibility of going private and
when this occurred;
* disclose the terms of the original November 2003 offer; and
* address the terms of each offer.
27. Please confirm that you have described all meetings,
negotiations, contacts, etc., among board members, executive
officers
and management, the special committee and the acquisition group
and
revise to expand your discussion as necessary.  You should
identify
the participants in, and the initiator of, each negotiation or
contact, and include a discussion of the substance of all meetings
to
provide the reader with a sense of context for the events leading
up
to the proposal for the merger offer.  For example, who first
suggested the possibility of going private and how was it
determined
that the merger was the best means of accomplishing the stated
goals?
Please revise as appropriate.
28. Disclose any limitations placed on the authority of the
special
committee and any arrangements for compensating the individuals
who
served on the committee.
29. Discuss whether or not the Board or special committee
solicited
or received any third party offers.
30. We note your statement that the Special Committee engaged
Ellenoff Grossman & Schole LLP to serve as independent counsel on
December 17, 2003.  As applicable, please include disclosure
regarding the subsequent role of this law firm in the transaction.
31. Disclose the price established by the special committee and
communicated to the Lombardi Group after the April 21, 2004
meeting.
32. Please place the various events in chronological order.  For
example, we note from the bottom of page 24 your explanation for
why
the Maschler Group, in February 2004, initially contacted the
company.
33. Furthermore, please disclose the dates or range of dates over
which the "subsequent series of discussions" took place between
Michael Lombardi and Matthew Maschler after the initial contact in
February 2004.  Also disclose the date on which the two parties
agreed to the conditions surrounding the Maschler Group joining
the
Lombardi Group as Continuing Stockholders, and discuss whether
that
was a written or oral agreement.
34. We note that you retained Houlihan Lokey on January 30, 2004,
that Houlihan Lokey advised the Special Committee in May 2004 that
it
could opine favorably as to the fairness of the consideration
offered, and that on December 16, 2004 Houlihan Lokey subsequently
updated its analysis and provided the Special Committee with a
written opinion.  Please confirm that you have summarized all
presentations or discussions with the financial advisor, or
reports
issued, as required by Item 9 of Schedule 13E-3 and Item
1015(b)(6)
of Regulation M-A.  In addition, please explain the reason(s) for
the
substantial delay between the special committee`s recommendation
and
the Board`s approval of the transaction.  You should discuss any
meeting, discussions or negotiations that occurred in the
intervening
period.


Recommendation of the Special Committee and the Board, page 25
35. Each filing person must state whether it reasonably believes
that
the transaction is both substantively and procedurally fair or
unfair
to unaffiliated security holders and why.  See Item 1014(a) of
Regulation M-A.  Your current disclosure only addresses the
Board`s
view of the fairness of the transaction.  Please amend the
disclosure
to include statements by each of the filing persons regarding the
substantive and procedural fairness of the transaction to
unaffiliated security holders.  Please also discuss the factors
that
the special committee and each filing person`s fairness
determination
is based upon, as required by Item 1014(b) of Regulation M-A.  See
Answer to Question 20 of  Release No. 34-17719.
36. To the extent any filing party is relying on the analysis of
Houlihan Lokey or any other filing party to satisfy its Item 1014
requirements, it must specifically adopt the analysis as its own.
Refer to Item 1014(b) of Regulation M-A and See Answer to Question
20
of  Release No. 34-17719 and revise as appropriate.
37. Your discussion of factors considered by the Board is overly
vague.  Instruction 3 to Item 1014 of Regulation M-A discourages
the
use of conclusory statements when discussing the factors
considered
by the Board and the special committee in reaching a fairness
determination.  Instead of simply listing or identifying the
factors
the Board considered, you must summarize its analysis of each
factor.
Your revised discussion of the factors considered should show
whether
each factor favored or detracted from the conclusion that the
merger
was fair to unaffiliated shareholders.

38. 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.  Revise each filing person`s fairness determination to
address all of the factors listed in Instruction 2 to Item 1014 of
Regulation M-A.  For example, we note that the Board does not
appear
to address the factors listed in Instruction 2(iv) - (vi) and
(viii).
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.
39. Revise the fairness discussion to disclose why the board
reached
the conclusion that the transaction is procedurally fair absent
the
procedural safeguard of Item 1014(c) of Regulation M-A.  Given
that
the majority vote of unaffiliated shareholders is not required for
approval, please discuss the basis of the Board`s and special
committee`s belief that the merger is fair to unaffiliated
shareholders despite the lack of this procedural safeguard.  Refer
to
Answer to Question 21 of Release No. 34-17719 for additional
guidance.

40. Instruction 3 to Item 1013(d) of Regulation M-A requires a
reasonably detailed discussion of both the benefits and detriments
of
the going private transaction to the issuer, its affiliates and
unaffiliated security holders.  Please revise to include such a
discussion.  As required by the instruction, the benefits and
detriments of the going private transaction must be quantified to
the
extent practicable.  Conclusory statements should be avoided.  See
Instruction 1 to Item 1013(d) of Regulation M-A.

Opinion of Houlihan Lokey, page 28
41. Supplementally provide us with copies of all non-public
materials
that Houlihan Lokey prepared in support of its fairness opinion
and
provided to the special committee, board or the filing persons.
This
includes all graphic depictions of the analyses conducted, board
books, spread sheets, talking papers, drafts, summaries or
outlines.
Any presentation, discussion, or report held with or presented by
the
advisor that is materially related to the transaction, whether
oral
or written, must be summarized in the proxy statement.

42. Please explain the criteria used by Houlihan Lokey in
selecting
the companies used in its comparable market multiple and merger
methodology analyses. Your explanation should clarify why these
transactions and companies were viewed as similar to the proposed
merger and Canterbury.

43. Disclose all of the financial forecasts that management
provided
to Houlihan Lokey.
44. Please delete the disclosure in the fourth paragraph on page
28,
and in the second paragraph on page 34, that the summary of
Houlihan
Lokey`s written opinion in the proxy statement is qualified in its
entirety by reference to the full text of the written opinion.
45. Provide a summary of the instructions given to the advisor by
the
special committee or the Board regarding the preparation of its
report.
46. Provide statement regarding the availability of the report for
inspection and copying at the company`s principal executive
offices.
47. Provide a statement indicating whether the advisor recommended
the amount of consideration to be paid in the going private
transaction.

Analysis, page 29
48. We note your statement that Houlihan Lokey performed a variety
of
financial and comparative analyses, "including those described in
the
summary of the analyses."  Please note that Item 1015 requires you
to
summarize all of the procedures followed in rendering the opinion.
Please revise to clarify that you have done so or revise as
necessary.

Book Value Analysis, page 32
49. Please disclose the net book value per share and net tangible
book value per share as of October 2004, and compare those values
to
the consideration offered in the merger, so that investors have a
more complete understanding of the analysis performed.

Stock Ownership, page 37
50. Please revise footnote (d) to state that the Maschler Group is
comprised of the Maschler brothers, not the Lombardi Brothers.

Restaurant Transactions between the Company and the Lombardi
Group,
page 39
51. Please clarify that "The lease" you refer to in the first
sentence of the last paragraph on page 39 is the lease with
Moore`s
Realty Associates for Moore`s Tavern and Restaurant, since it
appears
you have other leases with that entity, whose partners are members
of
the Lombardi family.

Federal Income Tax Consequences, page 48
52. Please delete the references to the discussion of material tax
consequences as a "general discussion" in the first sentence of
the
introductory paragraph and "for general information only" in the
last
paragraph of this section on page 49.

Expenses of the Merger, page 50
53. Please disclose expenses related to the solicitation of
proxies
and fill in the blank information in your next amendment.  See
Item
1007(c) of Regulation M-A.

Source of Funding, page 50
54. Briefly describe any plans or arrangements to finance or repay
the loan, or, if no plans or arrangements have been made, so
state.
Refer to Item 1007(d)(2) of Regulation M-A.

Incorporation by Reference, page 54
55. Please provide the information required by Item 14(c)(2) of
Schedule 14A regarding the company.  We note that this information
may be incorporated by reference to the same extent as would be
permitted by Form S-4, however, Form S-4 would permit you to
incorporate the information required by Part C only if the company
"meets the requirements for the use of Form S-3" within the
meaning
of General Instruction I.B.1 of Form S-3.  See General Instruction
C
of Form S-4. Please advise or revise accordingly and ensure that
all
information required by Schedule 14A about the company is included
in
this proxy statement.  We may have further comment.

Annex B

56. On the third page of its opinion letter, Houlihan Lokey states
that it provided the opinion "solely" for the use of the Board and
that it may not be relied upon by any other person without its
consent.  This limitation appears to limit reliance by investors
on
the opinion.  We view this limitation as inappropriate since the
opinion is  being provided to shareholders in a public disclosure
document under the federal securities laws.  Please either delete
this limitation or disclose the basis for the advisor`s belief
that
shareholders cannot rely on the opinion to support any claims
against
it arising under applicable state law.  Describe any applicable
authority or disclose that the availability of this defense will
be
resolved by a court of competent jurisdiction.  Also disclose that
the resolution will have no effect on the rights and
responsibilities
of the board of directors under applicable state law and disclose
that the availability of the defense would have no effect on the
rights and responsibilities of either the advisor or the board
under
federal securities laws.

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 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 in the filings reviewed by the staff 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.


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 Michael Pressman at (202) 942-1776, or in their
absence to me at (202) 942-1965.



      					Regards,


						Sara Dunton
						Branch Chief

cc:	via facsimile
   Roger A. Tolins, Esq.
Tolins & Lowenfels
(212) 888-7706
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Chefs International, Inc.
Page 12




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE