December 12, 2005



Mr. Steven Kass
Chief Financial Officer
Tofutti Brands Inc.
50 Jackson Drive
Cranford, New Jersey  07016



	Re:	Tofutti Brands Inc.
		Form 10-KSB for Fiscal Year Ended January 01, 2005
      Filed April 08, 2005
		Form 10-QSB for Thirty Nine Weeks Ended October 01, 2005
      Filed November 21, 2005
		File No. 001-09009



Dear Mr. Kass:

      We have reviewed your filings and have the following
comments.
We have limited our review of your filings to those issues we have
addressed in our comments. Where indicated, we think you should
revise your documents.  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
information so we may better understand your disclosure.  After
reviewing this information, we may 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 disclosures in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.





Form 10-KSB for the Fiscal Year Ended January 01, 2005

Management`s Discussion and Analysis, page 15

Critical Accounting Policies, page 15

1. We note that you record freight out expense as a selling
expense,
excluding this item from both costs of sales and gross profit.
Since
your freight out expense appears significant, the guidance in
paragraph 8 of EITF 00-10 would ordinarily require that you
reflect
freight out expense associated with revenues in your measure of
gross
profit.

Independent Auditors` Report, page F-2

2. We note the language in your prior auditor`s report indicating
that it conducted its audit of your financial statements for
fiscal
year 2003 in accordance with U.S. GAAS, without any reference to
the
PCAOB auditing standards.  We understand that by including this
report in your filing, you have obtained permission and a
reissuance
of the report from your prior auditor.  Under these circumstances,
and for auditors that are registered with the PCAOB, references to
auditing standards generally accepted in the United States should
be
replaced with "standards of the Public Company Accounting
Oversight
Board (United States)" to comply with the Commission Guidance
Regarding the Public Company Accounting Oversight Board`s Auditing
and Related Professional Practice Standard No. 1 (SEC Release Nos.
33-8422; 34-49708; FR-73).  If your prior auditor is no longer
registered with the PCAOB, you should contact us by telephone
prior
to responding to this comment, as a different approach will be
necessary.

Notes to Financial Statements, page F-7

Note 1 - Description of the Business and Summary of Significant
Accounting Policies, page F-7

Recent Accounting Pronouncements, page F-10

3. We note that in the third and fourth paragraphs under this
heading, you state "Management does not believe the adoption of
this
Statement will not have an effect on the financial statements."
Given your disclosure, it appears management is not able to rule
out
the possibility of material effects.  Please elaborate on your
expectations in this regard.  Also replace the double negative
structure with a clear statement of the evaluation you performed
to
comply with SAB Topic 11:M.

Note 3 - Stock Options, page F-11

4. Tell us how you accounted for the stock options that you
granted
to non-employees, e.g., 20,000 non-qualified stock options granted
to
non-employee directors in 2004.

Note 5 - Contingencies, page F-13

5. We note your disclosure indicating that you have been served
with
a legal complaint by a candy manufacturer, and notified that a
former
employee intended to bring an action against you alleging
discrimination and unlawful termination; and that you have
provided
for the expense associated with these matters in your income
statement for fiscal 2004.  Please disclose the amount accrued,
and
the amount of reasonably possible additional loss, if material, to
comply with SAB Topic 5:Y, IRQ 4.  If you believe the amounts are
not
material, you may submit this information on a supplemental basis
for
our review.

Form 10-QSB for the Thirty-Nine Weeks Ended October 1, 2005

Part II - Other Information, page 18

Legal Proceedings, page 18

6. We note your disclosure explaining that you took possession of
certain disputed candy inventory as of April 1, 2005, and that
although you will undertake efforts to sell this inventory, in the
event the candy becomes un-saleable, you will have to write off
the
value of any candy left in inventory.  Please disclose the value
of
such candy remaining in  inventory, and the amount of time you
have
until it is no longer saleable.  It should be clear whether your
statement indicating you do not believe any write-off would have a
material adverse effect on the company, is equivalent to stating
that
you believe the impact on your results of operations would not be
material in any quarter or fiscal year.


Closing Comments

       As appropriate, please amend your filings and 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
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosures in the filings to be certain that the
filings include all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosures, 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
disclosures in the filings;

* staff comments or changes to disclosures in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; 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 filings or
in
response to our comments on your filings.

	You may contact Lily Dang at (202) 551-3867 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3686 with any other
questions.

								Sincerely,



								Karl Hiller
								Branch Chief
Mr. Steven Kass
Tofutti Brands Inc.
December 12, 2005
Page 1




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010