Securities Exchange Act of 1934
Rule 12h-3

January 22, 2008

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division will not object if RARE Hospitality International does not file its annual report on Form 10-K for the fiscal year ended December 30, 2007. In reaching this position, we note that RARE Hospitality International already has filed post-effective amendments removing from registration unsold securities under all effective registration statements on Form S-3 and Form S-8 and that those post-effective amendments are effective. We assume that, consistent with the representations made in your letter, RARE Hospitality International will file a certification on Form 15 making appropriate claims pursuant to Rules 12g-4 and 12h-3 under the Securities Exchange Act of 1934 on or before the due date of its Form 10-K for the fiscal year ended December 30, 2007.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division's position on enforcement action only and does not express any legal conclusion on the question presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2008/rare012208-12h3.htm