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June 6, 2018
VIA EDGAR AND FACSIMILE
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention: Mr. John Stickel
Re: Noodles & Company
Registration Statement on Form S-3 (File No. 333-225238)
Registration Statement on Form S-3 (File No. 333-225238)
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, registrant Noodles & Company, a Delaware corporation (the “Company”), respectfully requests the acceleration of the effectiveness of the above-referenced Registration Statement (the “Filing”), so as to become effective at 5:00 p.m. (EST) on June 8, 2018, or as soon as possible thereafter.
Please do not hesitate to contact the undersigned at (720) 214-1906 or Andrew Fabens of Gibson, Dunn & Crutcher LLP at (212) 351-4034 with any questions or comments with respect to this letter.
Very truly yours,
Noodles & Company
By: /s/ Melissa Heidman
Melissa Heidman
Vice President & Acting General Counsel
Melissa Heidman
Vice President & Acting General Counsel
cc: Andrew L. Fabens, Gibson, Dunn & Crutcher LLP