Mail Stop 3561

March 30, 2006


Via U.S. Mail

Ms. Rhonda J. Parish
Executive Vice President
Denny`s Corporation
203 East Main Street
Spartanburg, South Carolina 29319-9966


	RE:	Denny`s Corporation
		Form 10-K for the fiscal year ended December 28, 2005
		Filed March 13, 2006
		File No. 000-18051

Dear Ms. Parish:

We have reviewed your filings and have the following comment.  We
have limited our review of your filing to those issues we have
addressed in our comment and do not intend to expand our review to
other portions of your documents.  Where indicated, we think you
should revise your documents in future filings in response to this
comment.  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 our comment,
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 filings.  We look
forward to working with you in these respects.  We 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.






Annual Report on Form 10-K for the fiscal year ended December 28,
2005

Notes to Consolidated Financial Statements, page F-8
Note 2.  Summary of Significant Accounting Policies, page F-8
Property and Depreciation, Goodwill, and Other Intangible Assets,
pages F-8 and F-9

1. Given the significant level of operating losses and net losses
experienced during the past three fiscal years, please explain in
further detail how the Company has determined that its various
categories of long-lived assets, including goodwill, property,
plant
and equipment, trademarks and trade names were not impaired at
December 28, 2005. As part of your response, you should explain in
detail how each category of long-lived assets was evaluated for
impairment, including the methods used in determining fair values
and
any other significant or relevant assumptions. Your response
should
also indicate whether projected sales and profit margins used in
your
analysis are expected to improve in future periods and your basis
for
assuming these improvements. We may have further comment upon
receipt
of your response.


*    *    *    *


As appropriate, please respond to this comment within 10 business
days or tell us when you will provide us with a response.  Please
furnish a cover letter that keys your response to our comment 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 comment.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings to be certain that the filings
include all information required under the Securities Exchange Act
of
1934 and 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 filings;

* 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 Heather Tress at (202) 551-3624 or me at (202)
551-
3813 if you have questions.

Sincerely,



Linda Cvrkel
Branch Chief

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Ms. Rhonda Parish
Denny's Corporation
March 30, 2006
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