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                               June 8, 2023

       Paul W. Mobley
       Executive Chairman and Chief Financial Officer
       NOBLE ROMAN'S, INC.
       6612 E. 75th Street, Suite 450
       Indianapolis, IN 46250

                                                        Re: NOBLE ROMAN'S, INC.
                                                            PRE 14A filed May
25, 2023
                                                            DEFA14A filed May
26, 2023
                                                            File No. 000-11104

       Dear Paul W. Mobley:

              We have reviewed your filings and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

               Please respond to these comments by providing the requested
information or advise us as
       soon as possible when you will respond. If you do not believe our
comments apply to your facts
       and circumstances, please tell us why in your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       PRE 14A filed May 25, 2023 and DEFA14A filed May 26, 2023

       General

   1.                                                   We note that your
preliminary proxy statement was filed under EDGAR tag "PRE 14A,"
                                                        as opposed to EDGAR tag
"PREC14A," the latter of which should be used for contested
                                                        solicitations. Please
keep this in mind for future reference, and please ensure that
                                                        subsequent filings are
filed under the correct EDGAR tag.
   2.                                                   The Schedule 14A cover
page that you have used for these filings has been replaced by a
                                                        more recent version.
Please use the updated cover page in future filings.
   3.                                                   Please mark as
preliminary the proxy statement and form of proxy. See Rule 14a-6(e)(1).
                                                        Please also include the
form of proxy in the same filing as the proxy statement.
   4.                                                   As this solicitation is
a contested solicitation subject to Rule 14a-12(c), please provide
                                                        disclosure that is
responsive to Items 4(b) and 5(b) of Schedule 14A.
 Paul W. Mobley
FirstName  LastNamePaul
NOBLE ROMAN'S,     INC. W. Mobley
Comapany
June 8, 2023NameNOBLE ROMAN'S, INC.
June 8,
Page 2 2023 Page 2
FirstName LastName
5.       On page 3, we note the reference to the proxy statement being mailed
on or about June 8,
         2023. Please update such date to align with the mailing of the
definitive proxy statement,
         or advise. Relatedly, please also ensure that the February 9, 2024
date disclosed on page
         19 is updated accordingly.
6.       Please disclose how the Company intends to treat proxy authority
granted in favor of BT
         Brands' nominee if BT Brands abandons its solicitation or fails to
comply with Rule
         14a   19. See Item 21(c) of Schedule 14A.
7.       Please consider clarifying explicitly in the proxy statement that
shareholders may vote in
         person at the meeting.
8.       On the form of proxy, please clarify whether investors will receive a
control number for
         voting purposes, or whether the QR code referred to is intended to be
used in lieu of a
         control number.
9.       We note the following disclosure on the form of proxy, in the Proposal
1 Instructions: "If
         you vote for more than one nominee your vote on Proposal 1 will be
invalid and will not
         be counted" (emphasis added). To avoid confusion, please replace "for"
with "'FOR.'"
Voting Rights and Solicitation of Proxies, page 4

10.      Please disclose the impact of abstentions and broker non-votes on the
vote required for
         approval of the second proposal, as well as the impact of "WITHHOLD"
votes on the first
         proposal. See Item 21(b) of Schedule 14A.
Election of Directors, page 5

11.      We note the following disclosure: "Should Mr. Mobley become
unavailable or decline to
         serve for any reason, the Company expects that each person named in
the proxy will vote
         for the election of another person as may be designated by the Board
of Directors." Please
         expand such disclosure to explain briefly how such process would work
under applicable
         law and/or the Company's governing documents. In addition, please
revise such
         disclosure to ensure consistency with the limits of discretionary
authority outlined in Rule
         14a-4(c)(5), which states that you may use discretionary authority to
vote for a substitute
         nominee if a named nominee is "unable to serve or for good cause will
not serve."
12.      We note the following disclosure: "The Board of Directors does not
believe that an
         alternative nominee, if any, proposed by BT Brands will have the same
knowledge and
         understanding that are key to the Board of Directors    function and
oversight of the
         Company." Since BT Brands has already put forward a specific nominee,
please revise
         the disclosure to reflect that fact.

        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
 Paul W. Mobley
NOBLE ROMAN'S, INC.
June 8, 2023
Page 3

         Please direct any questions to David M. Plattner, Special Counsel, at
202-551-8094.



FirstName LastNamePaul W. Mobley                             Sincerely,
Comapany NameNOBLE ROMAN'S, INC.
                                                             Division of
Corporation Finance
June 8, 2023 Page 3                                          Office of Mergers
and Acquisitions
FirstName LastName