Mail Stop 3561
								June 2, 2006

Via Fax & U.S. Mail

Mr. Gary A. Rose
Chief Financial Officer
3210 Eagle Run Drive, N.E. Suite 100
Grand Rapids, Michigan 49525

Re:	Meritage Hospitality Group, Inc.
	Form 10-K for the year ended November 27, 2005
`	Filed February 24, 2006
	File No. 001-12319

Dear Mr. Rose:

      We have reviewed your filing and have the following
comments.
Unless otherwise indicated, we think you should revise your
document
in future 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 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 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 any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

      Please respond to confirm that such comments will be
complied
with, or, if certain of the comments are deemed inappropriate,
advise
the staff of your reason.  Your response should be submitted in
electronic form, under the label "corresp" with a copy to the
staff.
Please respond within ten (10) business days.

Form 10-K for the year ended November 27, 2005

Selected Financial Data, page 18

1. Please revise future filings to either disclose or cross-
reference
to a discussion thereof, any factors that materially affect the
comparability of the information provided in your selected
financial
data. Such items may include, but not be limited to, business
acquisitions or dispositions, accounting changes or other
significant
or unusual items which may be helpful to an investor`s
understanding
of the selected financial data.  Refer to the requirements of Item
301
of Regulation S-K.

Item 7A. Quantitative and Qualitative Disclosures About Market
Risk,
page 31

2. We note your disclosure that 66% of your debt is at fixed
interest
rates which limits financial instrument risk.  In light of the $8
million of variable rate debt outstanding at November 28, 2005,
please
revise future filings to include separate quantitative information
relative to interest rate risk using one of the three disclosure
alternatives set forth in Item 305 of Regulation S-K.

Statements of Cash Flows, page F-9

3. We note that in fiscal years 2003, 2004 and 2005 you incurred
compensation expense which was paid by issuance of common stock.
Please explain to us, and disclose in future filings, the nature
of
these transactions including how you valued the shares issued in
each
of these transactions. If the transactions were recorded based on
the
fair value of the shares issued, please explain how "fair value"
was
determined.

Notes to the Financial Statements

Note A. Nature of Business and Significant Accounting Policies

- - Franchise Agreement Costs, page F-13

4. We note that you capitalize franchise agreement costs and
amortize
the costs over the term of the agreement.  In this regard, please
explain to us and revise future filings to disclose, the nature of
the
capitalized costs.



- - Unearned Vendor Allowances, page F-14

5. We note your disclosure that up-front consideration received
from
vendors linked to future purchases is initially deferred and then
recognized as earned income as the purchases occur over the term
of
the vendor arrangement in accordance with EITF 02-16.  In future
filings, please revise your disclosure to clarify that the amounts
are
recognized as a reduction to cost of sales.

- - Stock Based Compensation, page F-14

6. We note your disclosure that the stock based compensation
expense
determined under the fair value based method has not been
presented
net of tax because to do so would create a deferred tax asset
which
would require an offsetting valuation allowance.  In future
filings,
please disclose the amount of the tax effects that would have been
recognized in the income statement if the fair value based method
had
been applied to all awards.

Note L.  Stock Option Plans, page F-26

7. We note your disclosure that on October 25, 2005 you
accelerated
the vesting of all outstanding and unvested employee stock
options.
Please tell us, and disclose in future filings, the reasons for
modifying the option terms.  See SAB Topic 14K.

Note M. Guarantees, Commitments and Contingencies, page F-29

8. We note your disclosure that you are required to open a minimum
of
eleven additional O`Charley`s restaurants by July 2010 and
estimate
the total cost to be $29 to $35 million.  In this regard, please
tell
us, and disclose in future filings, the amount, if any, you would
be
required to pay O`Charley`s Inc. in the event that you do not open
the
minimum amount of restaurants required in the agreement.  Also,
revise
MD&A as appropriate.


Note N. Common Stock, Warrants and Series B Convertible Cumulative
Preferred Stock,      page F-29

9. We note that in December 2003 you issued 416,666 Units which
included Class A and Class B Warrants.  In future filings, please
include disclosure of the number of warrants outstanding as of the
most recent balance sheet date, the title and aggregate amount of
securities called for by the warrants outstanding, the period
during
which warrants or rights are exercisable, and the related exercise
price.

Note P. Quarterly Financial Data (Unaudited), page F-31

10. In future filings, please discuss the nature of any unusual or
infrequent items that impacted your quarterly results of
operations
for the various periods presented.  Refer to the requirement
outlined
in Item 302(a)(3) of Regulation S-K.

Form 10-Q for the quarter ended February 26, 2006

Note B. Stock-Based Compensation

11. We note that you adopted SFAS 123(R) during the first quarter
of
fiscal year 2006.  For the period in which this statement was
adopted,
SFAS 123(R) requires certain disclosures. In this regard, you are
reminded to revise your Form 10-K for fiscal year 2006, to include
disclosure of the effect of the change from applying the original
provisions of Statement 123 on income from continuing operations,
income before income taxes, net income, cash flow from operations,
cash flow from financing activities, and basic and diluted
earnings
per share. In addition, for awards under share-based payment
arrangements with employees that are accounted for under the
intrinsic
value method of APB 25 for any reporting period for which an
income
statement is presented, please provide the tabular presentation of
the
pro forma information that was required by paragraph 45 of
Statement
123 for all those periods.



Management`s Discussion and Analysis

- - Results of Operations

12. We note your disclosure that the allocation of corporate level
general and administrative expenses for both the Wendy`s and
O`Charley`s segment is consistent with the prior year amounts.
However, this allocation method appears to be a change from prior
year
in which the corporate G&A allocation was made only to the Wendy`s
segment.  Please revise future filings to disclose the nature of
the
change from the prior period and the effect, if any, of those
changes
on the measure of segment profit or loss.   See paragraph 31(d) of
SFAS No. 131.


********

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes 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 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 Claire Erlanger at (202) 551-3301 or Kathy
Mathis
at (202) 551-3383 if you have questions regarding comments on the
financial statements and related matters.  Please contact me at
(202)
551-3813 with any other questions.


      Sincerely,



      Linda Cvrkel
      Branch Chief



Mr. Gary Rose
Meritage Hospitality Group, Inc.
June 2, 2006
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