SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

                 March 8, 2007

By U.S. mail and facsimile to (612) 331-5304

Mr. Marvin E. Dee Chief Financial Officer Hawkins, Inc. 3100 East Hennepin Avenue Minneapolis, MN 55413
 RE: Hawkins, Inc.
  Form 10-K for the fiscal  year ended April 2, 2006
  Filed June 16, 2006
   File No. 0-7647

Dear Mr. Dee:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your disc losures in future filings in response to
these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
supplemental information so we may better understand your disclosure.  After reviewing
this information, we may or may not raise additional comments.   Please understand that the purpose of our re view 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 on 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 year ended April 2, 2006

 Management’s Discussion and Analysis, page 10

 Sales, page 11

1.   In future filings please provide a disc ussion of the extent to which increases in
sales are attributable to incr eases in prices or to incr eases in the volume or amount
of goods being sold or to the introduc tion of new products.  Tell us what
consideration you have given to prov iding quantified volume and pricing

Mr. Marvin E. Dee
Hawkins, Inc. March 8, 2007 Page 2
information.  Such information would pr ovide a more transparent understanding
of the trends in your operations.  Refer to  Item 303(a)(3)(iii) of Regulation S-K.

Gross Margin, page 11

2.   We note your discussion of gross ma rgin activity for fiscal years 2006 and 2005
by segment.  For example, you state that the decrease in gross margin during fiscal 2006 for the Industrial segment rela tes to “changes in the cost and selling
price of caustic soda during fiscal 2005 and 2006, increased product costs, a
highly competitive market environment, and changes in product mix along several
product lines” and that the decrease dur ing fiscal 2006 for the Pharmaceutical
segment related primarily to “an increase in operating costs for staffing increases to facilitate future growth, changes in product mix and competitive pressures”.  In
future filings, please quantify the effects of the various sources you have identified that have contributed to such  decreases.  See our observations above
concerning providing volume and price information.  Pursuant to Item
303(a)(3)(ii) of Regulation S-K, you s hould describe any known trends or
uncertainties that have had or that you  reasonably expect will have a material
unfavorable impact on revenues or income  from continuing operations.  If you
know of events that will cause a material change in the relationship between costs
and revenues, you should disclose the change in the relationship.

Selling, General and Administrative, page 12

3.   You attribute the incr ease in selling, general and administrative expenses to,
among other things, an increase in  bad debt expense of $564,445 due primarily to
the bankruptcy of a large customer.  We note that this even t is not discussed
elsewhere in the filing, nor was it disclose d in any of the Forms 10-Q or Forms 8-
K of fiscal 2006.  Please tell us and a ddress in future filings the following:
• When this customer declared bankruptcy.
• Whether this customer is one of your five largest as discussed on page 3.
• Whether the loss of this customer has materially affected your results of
operations for fiscal 2006.
• The impact that the bankruptcy of this customer will have on your future
results of operations, financ ial condition, and liquidity.
• How you plan on compensating for the loss of this customer’s business.
Also, please be advised that a material event such as a significant customer’s
bankruptcy may qualify for timely reporting under the provisions of Form 8-K.

Mr. Marvin E. Dee
Hawkins, Inc. March 8, 2007 Page 3  Litigation Settlement, page 12

4.   Please provide us with a more comprehe nsive description of the events leading up
to the Universal Chemical settlement.  Tell us when you acquired Universal Chemical, describe the terms of the ac quisition and explain the nature of the
underlying dispute.  Tell us whether the shares returned were subject to any
contingencies at the time of acquisition.  Provide support for your accounting for the receipt of shares as a gain rather than  a capital transaction, or adjustment to
the acquisition.  Provide support for cl assification as an operating item.
 General

5.   We note a Warning Letter Bulletin dated October 1, 2006.  Please tell us the
impact, if any, on your results of operati ons, financial condition, and liquidity
arising from the FDA’s investigation that disclosed that you were in violation of
current Good Manufacturing Practices for the repacking and re-labeling of bulk
drugs.

Notification of Late Filing, February 8, 2007

6.   We note that you have filed a Notificati on of Late Filing for your Form 10-Q for
the period ended December 31, 2006 becau se the Company has encountered
delays in the process of implementing its  new enterprise resource planning (ERP)
system, which has necessitated additional time to complete its quarterly financial closing process and to prepare the related information required to be included in
the 10-Q Report.  Please advise us  on the status of your report.

In addition, we note that you determined  that your disclosure controls and
procedures as of September 30, 2006 were  effective, despite the implementation
of the ERP system and the lack of testi ng of that system, and the assessment of
internal control over financia l reporting.  We assume that this delay will represent
a material weakness in your disclosure c ontrols and procedures .  Please advise.

Mr. Marvin E. Dee
Hawkins, Inc. March 8, 2007 Page 4
*    *    *    *

Please respond to these comments by providing the supplemental information
requested within ten business days or tell us when you will provide us with a response.  Please provide us with a supplemental respons e that addresses each of our comments.
Please file your supplemental response on EDGAR as a correspondence file.  We may
raise additional comments after we review your responses.
 To expedite our review, you may wish to provide complete packages to each of
the persons named below.  Each package s hould include a copy of your response letter
and any supplemental information.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the st aff to be certain that they provided all
information investors require.  Since the co mpany 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
their filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Jenn Do, St aff Accountant, at (202) 551-3743, or me at (202)
551-3689 if you have questions regarding comm ents on the financial statements and
related matters.            S i n c e r e l y ,            John M. Hartz         S e n i o r  A s s i s t a n t  C h i e f           Accountant