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Writer’s Direct Number (212) 756-2327 | | Writer’s E-mail Address steven.spencer@srz.com |
February 7, 2006
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Edward M. Kelly, Esq.
| Re: | Morton’s Restaurant Group, Inc. |
Registration Statement on Form S-1
Filed December 2, 2005
File No. 333-130072
Dear Mr. Kelly:
On behalf of Morton’s Restaurant Group, Inc. (the “Registrant”), and in anticipation of requesting acceleration of the effective date of the Registration Statement on or about February 8, 2006, the Registrant acknowledges that:
| | • | | Should the Securities and Exchange Commission (the “Commission”) or the Staff acting by delegated authority declare the registration statement effective, it does not foreclose the Commission from taking any action on the filing. |
| | • | | The action of the Commission or the Staff acting by delegated authority in declaring the registration statement effective does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the registration statement’s disclosures. |
| | • | | The Registrant may not assert the Commission’s comments or the declaration of the registration statement’s effectiveness as a defense in any proceedings initiated by the Commission or any person under the United States’ federal securities laws. |
Securities and Exchange Commission
February 7, 2006
Page 2
Thank you for your continued attention to and expeditious review of the Registrant’s filing.
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Very truly yours, |
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| /s/ STEVEN J. SPENCER |
| Steven J. Spencer, Esq. |
Morton’s Restaurant Group, Inc.
Chief Executive Officer
Ronald M. DiNella
Morton’s Restaurant Group, Inc.
Chief Financial Officer
Michael R. Littenberg, Esq.
Schulte Roth & Zabel LLP
