June 23, 2005
Mail Stop 3561

Via U.S. Mail and Facsimile

Stephen C. Travis
Director of Finance
EACO Corporation
2113 Florida Boulevard
Neptune Beach, Florida 32266

   RE:	EACO Corporation (the "Company")
	Form 10-K for the fiscal year ended December 29, 2004
	Filed April 1, 2005
	File No. 000-14311
	Form 10-Q for the quarter ended March 30, 2005
	Filed May 27, 2005
File No. 000-14311

Dear Mr. Travis:

	We have reviewed your response letter filed on May 27, 2005
and
have the following comments.  Where expanded disclosure is
requested,
you may comply with these comments in future filings.  If you
disagree, we will consider your explanation as to why our comments
are not applicable or a revision is unnecessary.  We also ask you
to
provide us with supplemental information so we may better
understand
your disclosure.  Please be as detailed as necessary.  We look
forward to working with you in these respects and welcome any
questions you may have about any aspects of our review.

	Please respond to confirm that the comment will be complied
with, or, if the comment is deemed inappropriate by the Company,
advise the staff of the reason thereof.  Pursuant to Rule
101(a)(3)
of Regulation S-T, 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.








Annual Report for the fiscal year ended December 29, 2004

Note 1 - Significant Accounting Policies, page 20
- - Securities Sold, Note Yet Purchased, page 21

1. We note your response to prior comment no. 6; however, it is
still
unclear how short-selling transactions are accounted for with in
your
financial statements.   In this regard, please explain in detail
and
provide us with the journal entries used to record the initial
transaction, quarterly adjustments, and the disposition of the
liability and recognition of any related gain/loss with respect to
the short-selling transaction.  We may have further comment upon
receipt of your response.

Note 10 - Common Shareholders` Equity, page 30
Preferred Stock, page 32

2. We note response to prior comment no. 11.  Please similarly
revise
your notes in future filings to disclose the information provided
in
your response.

Note 15 - Subsequent Events - Unaudited Pro Forma Financial
Statements, page 36

3. We note your response to prior comment no. 14.  With regard to
your treatment on the gain on the sale, please revise your notes
in
future filings to disclose that you will defer the recognition of
the
portion of the gain attributable to the $4.0 million note and will
recognize it on the installment basis based on the payment terms
of
the note.

Quarterly Report on Form 10-Q for the Quarter ended March 30, 2005

Note 8. Pending Asset Sale, page 8

4. We note the disclosure indicating that due to uncertainties
associated with buyer financing for your sale of sixteen
restaurants,
you have presented the results of operations for these restaurants
as
continuing operations. Please tell us and explain in future
filings
in further detail why you do not believe that these restaurants
meet
the criteria for classification as discontinued operation at March
31, 2005.  Your response should explain in detail why you do not
believe these restaurants satisfy the criteria in SFAS No.144 for
classification as both assets held for sale and discontinued
operations at this date, including your basis for any conclusion
that
the sale is not "probable" at March 31, 2005. We may have further
comment upon receipt of your response.


* * * * *

   You may contact Jean Yu at (202) 551-3305 or Linda Cvrkel at
(202)551-3813 if you have questions regarding comments on the
financial statements and related matters.


								Sincerely,


								Linda Cvrkel
								Branch Chief
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Stephen C. Travis
EACO Corporation
June 23, 2005
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