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CORRESP
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[Farmer Bros. Letterhead]

September 9,
2008

Ms. Jill
Davis

Branch
Chief

Division
of Corporate Finance, Mail Stop 7010

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C.  20549-7010

  Re:

  Farmer Bros. Co.

  Form 10-K for
  Fiscal Year Ended June 30, 2007

  Filed
  September 13, 2007

  Response Letter Dated
  March 12, 2008

  Response Letter Dated
  April 2, 2008

  Form 10-Q for the
  Quarterly Period Ended March 31, 2008

  Filed May 9, 2008

  Response Letter Dated
  May 9, 2008

  File No. 000-01375

Dear
Ms. Davis,

The following comments
are responsive to your latest letter dated May 14, 2008 and our subsequent
informal discussions on August 25, 2008, September 4, 2008 and September 5,
2008.  We are providing this additional
information to aid in your review.
Please note that the numbers referenced below correspond to the comment
numbers set forth in your letter of May 14, 2008.

Form 10-K for the
Fiscal Year Ended June 30, 2007

Fiscal Years Ended June 30
2007 and 2006 — Comparative Information, page 16

1.             We
have reviewed your response to prior comment number two. We note that you cite
your capitalization policy in your response as a basis for your conclusion. We
are not in a position to agree that a dollar-value capitalization policy
threshold is contemplated in GAAP. Please revise your analysis to address the
extent to which brewing equipment expense, which you indicate consists of
numerous individually-immaterial assets and component parts, are collectively
material for each period reported.  We
also note in your response that you maintain ownership of the equipment and
maintain the ability to control your customer’s use of the equipment even after
it has been placed in service at the customer’s location. This appears to be an
indication that the equipment has characteristics consistent with those of an
asset, and not a current-period expense. By reference to appropriate GAAP or
other accounting literature, please tell us how you have concluded that your
coffee brewing

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equipment is not an asset
consistent with paragraphs 25 thru 33 of FASB Concept Statement No. 6 that
should be inventoried prior to its use-in-service, and depreciable subsequent
to its placement into service.

We have
analyzed the impact of our past accounting treatment of these items as compared
to the suggestion that such items should be capitalized.  Our evaluation of the expensed items
classified generally as “coffee brewing equipment” includes a wide range of
actual coffee brewers and similar equipment that typically have useful lives of
more than one year, as well as many items such as glass pots, thermos jugs, and
similar items that do not typically have a useful life greater than a
year.  We believe that coffee brewing
equipment with a cost of $150 or greater typically has an estimated useful life
of three years based on historical trends of use and utility.

Based
upon our analysis, the effect of capitalized coffee brewing equipment would
have been as follows:

Balance
Sheet (a)

  Increase in assets

  June 30,
  2008 (b)

  $6.5
  million (2.1% of total assets)

  June 30,
  2007

  $5.9
  million (1.7% of total assets)

  June 30,
  2006

  $4.6
  million (1.4% of total assets)

Earnings
(a)

  June 30,
  2008(b)

  $4.6 million expense reported vs. $3.6 million pro forma
  depreciation expense ($1.1 million difference) (c)

  June 30,
  2007

  $4.3 million expense reported vs. $3.1 million pro forma
  depreciation expense ($1.2 million difference) (c)

  June 30,
  2006

  $3.8 million expense reported vs. $2.5 million pro forma
  depreciation expense ($1.2 million difference)

  (a)

  “Pro
  forma depreciation expense” represents depreciation expense that would have
  been recognized had we capitalized coffee brewing equipment with a useful
  life in excess of one year upon purchase, and depreciated such assets over
  their estimated useful life. For purposes of this analysis, we used an
  estimated useful life of three years. The impact on the balance sheet also
  reflects these calculations and assumptions.

  (b)

  Figures
  at June 30, 2008 are preliminary, subject to the completion of our
  financial statement close process and reporting, which we expect to complete
  shortly. However, we do not expect that there will be any material change to these
  figures.

  (c)

  The
  amounts discussed in our phone call on September 4, 2008 did not include
  some outside purchases that should have been included.

In each
case, the total annual and quarterly differences are less than 1% of revenues,
gross profit, and operating expenses. The difference in methods has no impact
on operating profit (loss), pre-tax earnings (loss), or net income (loss).

From a quantitative standpoint,
we also considered that the different results are temporary in nature —
capitalizing and depreciating this equipment serves to recognize the expense
over the three year useful life instead of during the year of purchase, so the
impact on net income and hence retained earnings for any particular piece of
equipment is identical over any three year period. Given these and the other
quantitative factors outlined herein, we do not believe that there has been any
material impact on the Company’s earnings trend that resulted from the
difference in accounting methods.

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We also analyzed qualitative
factors in a manner that is consistent with the SEC Staff’s guidance in Staff
Accounting Bulletin No. 99, and we do not believe that there are any
qualitative factors that cause us to regard such past differences as material.

We have concluded, therefore,
that to date there has been no material difference between the two accounting
methods.  However, we are aware of likely
changes in our operations that in future periods might result in material differences.
 For that reason we will start
capitalizing coffee brewing equipment with an estimated useful life in excess
of one year on a prospective basis.

2.             We
note in your response to our prior comment number two that you conclude that
your coffee brewing equipment expenses are classified as an element of selling
expenses and your facts and these transactions are outside of the scope of EITF
01-9. We are unable to agree with your conclusion as it appears that your
response has not addressed why EITF 01-9 would not be applicable. It does not
appear that your reference to paragraph 7 limits the applicability of EITF 01-9
to your situation in that it relates to free or discounted products or services
redeemable by the customer at a future date. In practice, your provision of
brewing equipment to your customers is not at a future date, but in the current
and ongoing accounting periods in question. Therefore, this limitation in the
scope of EITF 01-9 does not appear to apply.  It is our understanding that EITF 01-9 applies
to consideration given by a vendor to a customer, with consideration defined in
Exhibit 01-9E to include free products or services given to the customer
by the vendor. Please tell us why you believe that your provision of brewing
equipment and the related servicing of this equipment does not constitute
consideration within the scope of EITF 01-9. Additionally please address
paragraph 10 of EITF 01-09 in your response.

We have considered SEC Staff
comments about the merits of modifying the presentation of our operating
results in this manner as an alternative to the Company’s traditional approach
to presenting such expenses.  We plan on
modifying our presentation of such costs in future filings, and will include
the costs related to providing coffee brewing equipment to our customers as a cost
of sales in our statement of operations and not as a selling expense.

So that the readers of our
financial statements are aware of this revision, we will provide the following
disclosure in Note 1 to the financial statements to be included in our next
annual report on Form 10-K:

“The Company
has reclassified its reporting for expenses related to coffee brewing equipment
provided to customers.  These costs
include the cost of the equipment as well as the cost of servicing that
equipment (including service employees’ salaries and the cost of supplies and
parts).  We believe these costs will be
better characterized as direct costs of generating revenues from our
customers.  Accordingly, such costs are now
reported as cost of sales in the accompanying financial statements for the
years ended June 30, 2008, 2007, and 2006, in the amounts of $20.4
million, $18.6 million, and $15.8 million, respectively. In prior periods,
these costs were presented as selling expenses. This change impacts reported
gross profit in the years presented by these amounts. The change reduces gross
profit but has no impact on net income, total assets, or cash flows in any
year.”

The following summary illustrates
the significant components of coffee brewing equipment costs and our approach
to report coffee brewing equipment and service costs.

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Summary of Coffee Brewing Equipment Costs

  2008

  2007

  2006

  CBE (d)

  $

  4,684,000

  $

  4,286,000

  $

  3,848,000

  CBE Supplies (d)

  7,147,000

  4,566,000

  3,577,000

  $

  11,831,000

  $

  8,852,000

  $

  7,425,000

  CBE Parts (d)

  2,898,000

  4,384,000

  3,367,000

  TOTAL CBE

  $

  14,729,000

  $

  13,236,000

  $

  10,792,000

  Service personnel

  5,204,000

  4,976,000

  4,609,000

  Other service costs

  546,000

  467,000

  430,000

  TOTAL SERVICE COSTS

  $

  20,479,000

  $

  18,679,000

  $

  15,831,000

  (d)

  Our final review of the CBE
  accounts previously expensed included some inconsistencies in the CBE Parts
  and CBE Supplies totals for 2007 and 2006 related to you in our June 30
  letter. The total amounts have not changed, just the classifications, and we
  identified some accounts that do not represent CBE or supplies. The above
  amounts for CBE, supplies and parts reconciles to amounts in our
  June 30, 2008 letter as follows:

  2007

  2006

  CBE

  $

  4,286,000

  $

  3,848,000

  CBE Supplies

  $

  4,566,000

  $

  3,577,000

  CBE Parts

  $

  4,384,000

  $

  3,367,000

  TOTAL CBE

  $

  13,236,000

  $

  10,792,000

  Previously reported in June 30 letter as:

  CBE

  $

  7,343,000

  $

  5,353,000

  CBE Parts

  7,063,000

  6,023,000

  $

  14,406,000

  $

  11,376,000

  Not CBE Related expenses

  (1,170,000

  )

  (584,000

  )

  TOTAL CBE

  $

  13,236,000

  $

  10,792,000

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We acknowledge 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.

If
you have further questions please contact me directly at 310-787-5241 or
through my assistant Lorette Irvin at 310-787-5242.  Should you communicate by FAX, please note
that the correct FAX numbers to use are 310-787-5376 or 310-787-5436.

  Sincerely,

  FARMER
  BROS. CO.

   /S/ John E. Simmons

  John
  E. Simmons

  Treasurer
  and Chief Financial Officer

  Cc:

  James Giugliano

  John Anglin

  Teri Witteman

  Patrick
  Niemann

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