September 22, 2005
Zip+4 Code:  20549-3561

Via Fax & U.S. Mail

Mr. Lawrence Honig
Chief Executive Officer
Centerplate, Inc.
201 East Broad Street
Spartanburg, South Carolina 29306

RE:	Centerplate, Inc. (the "Company")
	Form 10-K for the Fiscal Year Ended December 28, 2004
	Form 10-Q for the Quarter Ended March 29, 2005
	Form 10-Q for the Quarter Ended June 28, 2005
	File No. 001-31904

Dear Mr. Honig:

      We have reviewed your filings that are referenced above.  We
have limited our review to your financial statements and related
disclosures, and we have the following comments.  Where indicated,
we
think you should revise your document 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.

Form 10-K for the Fiscal Year Ended December 28, 2004

Item 1.  Business

Clients and Services, page 2

1. We note per the business section of your document and your
website
that your company offers catering services, concession services,
management services, and merchandise and program sales services.
Please disclose the revenues from external customers for each of
your
major services.  Refer to the requirements of paragraph 37 of SFAS
No.
131.

Item 3. Legal Proceedings, page 10

8.  Commitments and Contingencies, page F-20

2. We note per your discussion of legal proceedings in your Form
10-K
that Service America, one of your subsidiaries, entered into a
settlement agreement with Pharmacia Corp. and Solutia Inc. to
resolve
all of Service America`s alleged liability for past and future
environmental remediation costs at a site in Illinois.  Although
we
note per your Form 10-Q for the period ended June 28, 2005 that
the
settlement agreement was not approved by the court until June 9,
2005,
it would appear that it was at least a reasonable possibility that
your company had incurred a liability associated with the
remediation
costs at December 31, 2005.  Furthermore, we note that the
acceptance
of the settlement agreement by the Pharmacia and Solutia may
indicate
that it was probable that such liability had been incurred and
that
the liability could be estimated at December 31, 2004.  As such,
please tell us and disclose the amount of your company`s
settlement
with Pharmacia and Solutia, and indicate whether you have accrued
a
liability for your company`s portion of the environmental
remediation
costs at December 31, 2004, based upon the settlement amount.  If
no
liability for the remediation costs has been accrued by your
company,
please tell us why you believe that it was not necessary to record
a
charge and please disclose an estimate of your company`s possible
loss
or range of loss associated with the environmental remediation.
Please refer to the requirements of paragraphs 8 through 10 of
SFAS
No. 5.

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operation

Critical Accounting Policies

- - Recoverability of Property.....and Other Intangible Assets, page
19

3. We note per your disclosures in the "Critical Accounting
Policies"
section of your document that you account for your company`s
trademarks as indefinite-life intangible assets.  Paragraph 11 of
SFAS
No. 142 states that the useful life of an intangible asset (to an
entity) is the period over which the asset is expected to
contribute
directly or indirectly to the future cash flows of that entity.
Please tell us why you believe that your company`s trademarks will
contribute indefinitely to the future cash flows of your company.


Outlook, page 25

4. We note per page 28 of the document that a number of major
league
sports teams have announced their intentions to build or obtain
new
stadiums.  We also note per page 31 in the "Cautionary Statement
Regarding Forward-Looking Statements" section of your document
that if
a sports team tenant of a facility that your company serves
relocates
or the ownership of a facility you serve changes, your company may
lose the contract for that facility.  As such, to the extent
known, we
believe that you should expand the disclosures in the MD&A section
of
your document to discuss the impact that the building of new
stadiums
is expected to have on your results of operations.  For example,
to
the extent that your company currently holds long-term contracts
at
facilities where the occupying sports teams are currently building
new
stadiums, please discuss (1) your company`s financial exposure to
the
loss of long-term contracts that may be at risk, (2) whether your
company has begun renegotiations for contracts that may be at
risk,
and (3) the transferability of contracts that may be at risk.

Liquidity and Capital Resources, page 25

5. We note per the "Liquidity and Capital Resources" section of
your
document that your company received an aggregate of approximately
$16.5 million as a result of certain clients exercising their
right to
return all or a portion of the unamortized capital investment made
by
your company to acquire their respective contracts.  Please tell
us
and expand upon your disclosures in MD&A to discuss:
* The reason(s) that $16.5 million of capital was returned by
certain
of your clients.
* Whether the returned capital relates to contracts that have been
cancelled, and if so, the significance of the cancelled contracts
to
your results of operations.
* The amount of gain or loss, if any, that was realized and
recognized
as a result of the returned capital.

6. We note the discussion in footnote (6) to your Selected
Financial
Data indicating that your Subordinated Notes contain certain
covenant
requirements impacting your ability to pay dividends based on the
measure described as "Adjusted EBITDA". Please revise the
"Liquidity
and Capital Resources" section of MD&A and the notes to your
financial
statements in future filings to include a discussion regarding
this
covenant and its impact on your ability to pay dividends. MD&A
should
also be revised to include a discussion of any restrictions on
your
ability to pay dividends imposed by the terms of your other
financing
arrangements. Refer to the requirements of Rule 4-08(e) of
Regulation
S-X.



Notes to Consolidated Financial Statements

2.  Summary of Significant Accounting Policies

- - Cost in Excess of Net Assets Acquired and Trademarks, page F-10

7. Please explain why you believe it was appropriate to capitalize
the
$225,000 of costs associated with the change in the Company`s
trade
name to Centerplate. As part of your response, please explain the
specific nature and amounts of the costs capitalized and explain
why
you believe this treatment is appropriate and in accordance with
the
guidance outlined in SFAS No.142.

8. We note the disclosure indicating that the Company reduced
costs in
excess of net assets acquired by approximately $5.4 million as a
result of recognition of tax benefits associated with the Service
America net operating loss carryforwards and federal tax credits
during 2004. Please tell us and revise your financial statements
to
explain why these benefits were recognized during 2004 rather than
in
prior periods.

9. We note per your disclosures on page F-10 of your document that
the
accumulated amortization for cost in excess of net assets acquired
and
trademarks was approximately $6,478,000 at December 30, 2003 and
$3,551,000 at December 28, 2004.  Please tell us why the
accumulated
amortization balance decreased between fiscal year 2003 and fiscal
year 2004

- -Accounting Treatment for IDSs, Common Stock Owned by Initial
Equity
Investors and
Derivative Financial Instruments, page F-11

10. Based on the disclosures provided in MD&A and Note 2, it is
not
clear how the amount initially allocated to common stock with the
conversion option of $14.0 million, and the related discount
recognized, were calculated or determined. Please tell us and
revise
future filings to explain in further detail how the amount
allocated
to these common shares was determined.

11. Also, please tell us and explain in MD&A and the notes to your
financial statements how you initially determined the fair value
of
the option conveyed to the Initial Equity Investors to exchange
common
stock for subordinated debt and explain how this option is
revalued at
the end of each reporting period. In addition, since the initial
recognition of this right was reflected as an increase to the
Company`s accumulated deficit (i.e., similar to a dividend),
please
tell us and clarify in your financial statements whether this
amount
was subtracted from the net earnings allocated to the common
shares
with conversion rights to arrive at net income allocable to these
shareholders. If not, please explain why you believe the treatment
used was appropriate. We may have further comment upon receipt of
your
response.

12. Furthermore, please tell us and clarify in your financial
statement disclosures how the weighted average shares used to
compute
basic and diluted earnings per share for the common shares with
the
conversion option was calculated or determined. Additionally, tell
us
and revise future filings to explain how the Company`s net income
is
allocated between the two classes of common shares and provide
reconciliations of the numerators and denominators used in each
basic
and diluted earnings per share computation in the notes to your
financial statements. Refer to the requirements of paragraph 40 of
SFAS No.128.  Your statements of operations should also be revised
in
future filings to disclose the net earnings allocated to each
class of
common shareholders. Refer to the guidance outlined in SAB Topic
4:F
which we believe is analogous to your circumstances.

10.  Benefit Plans, page F-21

13. Please disclose the amount of your company`s contributions to
multi-employer plans for each annual period for which as statement
of
income is presented.  Refer to the requirements of paragraph 12 of
SFAS No. 132(R).

15.  Demand for Registration, page F-23

14. We note that in June of 2004, the Initial Equity Investors of
your
company exercised their rights under a registration rights
agreement
to require your company to file a registration statement and
undertake
a public offering of the Initial Equity Investors` remaining
interest.
As a result of the Initial Equity Investors` exercise of their
rights
under the registration rights agreement, your company has incurred
approximately $787,000 in costs related to the offering, which
have
been recorded as other long-term assets.  We note further that
your
company will receive no proceeds from this offering.  It is the
staff`s position that costs of an offering should be expensed if
no
proceeds will be received in the offering (such as costs
associated
with a selling shareholder document), or proceeds are not
reasonably
expected to exceed costs.  Please revise your financial statements
to
record the costs incurred in conjunction with registering the
interests of the Initial Equity Investors as expenses, rather than
long-term assets.

17.  Quarterly Results of Operations (Unaudited), page F-24

15. Please expand your disclosures in Footnote 17 to your
financial
statements in future filings to describe the effect of any unusual
or
infrequently occurring items recognized in each full quarter
within
the two most recent fiscal years.  For example, your disclosures
should discuss the effect of transaction expenses associated with
your
company`s IPO on the results of operations for the fourth quarter
of
2003, and the effect of the premium paid for the repurchase of
your
company`s 1999 senior subordinated notes on the results of
operations
for the applicable quarters in both 2003 and 2004.  Your expanded
disclosures should also include other matters that may require
expanded discussion but are not specifically cited above.  Please
refer to the requirements of Item 302(a)(3) of Regulation S-K.

16. In addition, Item 302(a)(1) of Regulation S-K requires the
disclosure of net income or net loss per share for each full
quarter
within the two most recent fiscal years.  Please revise the
disclosures in your future filings, accordingly.

Form 10-Q for the period ended June 28, 2005

General

17. Please address our comments regarding your Annual Report on
Form
10-K in your Quarterly Reports on Form 10-Q, where applicable.

Item 1. Financial Statements

Notes to Consolidated Financial Statements (Unaudited)

2.  Summary of Significant Accounting Policies

- - Reclassifications, page 10

18. We note per the disclosure of your company`s significant
accounting policies that you have determined that changes in the
restricted cash balance should be presented as an investing
activity,
instead of the prior presentation as a financing activity.  As
your
company`s cash collateral requirements are determined by your
financing agreement, please tell us why you believe the
reclassification in your statement of cash flows is appropriate.






       As appropriate, please amend your filing 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 amendment and responses to our comments.

	 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 Jeffrey Sears at (202) 551-3302 or the
undersigned at (202) 551-3813 if you have questions regarding our
comments on the financial statements and related matters.

      Sincerely,


      					Linda Cvrkel
								Branch Chief

Via facsimile:	Mr. Kenneth Frick
		(864) 598-8695

Mr. Lawrence Honig
Centerplate, Inc.
September 22, 2005
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