Securities Act of 1933 - Rule 144(d)

July 28, 2005

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division is unable to agree that holders of common stock of Texas Roadhouse, Inc. may include their holding period of limited liability company units in Texas Roadhouse Holdings LLC in calculating their respective common stock holding periods under Rule 144(d). In reaching this position, we note that the distribution of common stock in the reorganization was not pro rata and resulted in a substantial change in proportionate ownership interest to certain unaffiliated holders of limited liability company units.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require different conclusions.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/tri072805.htm