SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 7010
February 23, 2009
   Ms. Kathleen Pepski Hawkins, Inc. 3100 East Hennepin Avenue Minneapolis, Minnesota 55413

 RE: Hawkins, Inc
Form 10-K for the fiscal year ended March 30, 2008
  Filed June 13, 2008
File #0-7647

 Dear Ms. Pepski:
We have reviewed your filings and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to pr ovide us with supplemental information so
we may better understand your disclosure.  Af ter 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 fiscal year ended March 30, 2008

 General

1. Please advise us as to why you have not filed an Exhibit 21 disclosing the
information required by Item 601( b)(21) of Regulation S-K.

Ms. Kathleen Pepski
Hawkins, Inc. February 23, 2009 Page 2   Business, page 2

2. Because of the nature of your busines s, the discussion about sources and
availability of raw materials appears lim ited despite some general disclosure of
these matters in various risk factors.  Furt her, we note that in your latest quarterly
report on Form 10-Q for the period ended December 31, 2008, you disclose that you have experienced rising material co sts and supply constraints for certain
products (see the first paragraph of the “S ales” discussion on page 11).  In future
filings, please expand your disclosure related to information contained in
subparagraphs (c)(1)(iii) of Item 101 of Regulation S-K, to the extent that such
information is material to your  business taken as a whole.

Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 11
3. We note that you have presented severa l factors which impact your results on
both a consolidated and segment basis.  Pl ease revise future filings to quantify the
impact of these factors where prac ticable.  Reference Release No. 33-8350.

Allowance for Doubtful Accounts, page 16
4. We note your disclosure that your allo wance for doubtful accounts is an estimate
which is evaluated on a quarterly basis.  It is therefore unclear to us why the
additions are equal to the deductions to th is allowance for each year presented on
Schedule II.  Please explain.  In addition, please tell us how you have evaluated
the adequacy of the remaining allowance for each year presented.

Goodwill and Identifiable Intangible Assets, page 24
5. We note your disclosure that you determined an annual impairment test for
goodwill and identifiable assets not subj ect to amortization was not necessary
because there were no impairment indicators.   It is unclear to us how you have
complied with paragraph 26 of FAS 142.  Please explain.

Evaluation of disclosure cont rols and procedures, page 33
6. We note your disclosure that your cer tifying officers concluded that your
disclosure controls and procedures were  effective to “ensure that information
required to be disclosed in reports it f iles or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified in
the SEC’s rules and forms.”  This de scription appears to be based on the
definition of disclosure controls and pro cedures set forth in Rules 13a-15(e) and
15d-15(e) under the Exchange Act.  As  described, however, the evaluation does
not fully conform to the definition in t hose rules.  Specifical ly, the description

Ms. Kathleen Pepski
Hawkins, Inc. February 23, 2009 Page 3
does not indicate that your disclosure c ontrols and procedures are effective to
ensure that information is accumulated and communicated to management, including the principal executive and financial officers, as appropriate to allow timely decisions regarding required disclo sure.  Please confirm this to us and
revise accordingly in future filings.  Alte rnatively, you may simply state in future
filings that your certifying  officers concluded on the a pplicable dates that your
disclosure controls and pr ocedures were effective.
7. We note the statement that the company’s disclosure controls and procedures are
designed to provide “reasonable assurance” as to the reliability of your published
financial statements and other disclosure s included in your filing.  We also note
this statement under “Item 4 – Controls a nd Procedures” in your quarterly reports
on Form 10-Q for the quarters ended June 30, 2008, September 30, 2008, and December 31, 2008.  Please tell us, and in future filings disclose, whether your
principal executive officer and principal financial officer c oncluded that your
disclosure controls and proce dures are effective at that re asonable assurance level.
In the alternative,  remove the reference to th e level of assurance of your
disclosure controls and procedures.  Please refer to Section II.F.4 of
Management’s Reports on Internal Control Over Financial Reporting and
Certification of Disclosure in Exchange  Act Periodic Reports, SEC Release No.
33-8238, available on our website at http ://www.sec.gov/rules/final/33-8238.htm.

Schedule 14A Definite Proxy Stat ement  Filed on July 9, 2008

 Information About Directors, page 2

8. In future filings, please complete the biographical information for Mr. Chacko
after his role as Vice President and Chie f Financial Officer of MedicalCV, Inc.

Compensation of Executive Offi cers and Directors, page 6
Determining Executive Compensation for Fiscal 2008, page 7
9. Based on your current disclosure, it re mains unclear whether you benchmark your
compensation, which would otherwise require  disclosure in accordance with Item
402(b)(2)(xiv) of Regulation S-K.  Question 118.05 of Regulation S-K
Compliance and Disclosure Interpretations , which are available on our website at
http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm , provides further
guidance on when a registrant must identify the benchmark in the filing.  In future
filings, please clarify whether you benc hmark your compensation, and if so,
please make the appropriate disclosures.

Ms. Kathleen Pepski
Hawkins, Inc. February 23, 2009 Page 4   Elements of Executive Officer Compensation, page 7

Annual Cash Bonus Compensation, page 7
10. We note that you have not provided a quant itative discussion of the terms of the
necessary performance targets to be ac hieved in order for your named executive
officers to earn a cash bonus.  Please tell  us, and in future filings disclose, the
specific performance targets used to determine cash bonus amounts.  To the
extent you believe that disclosure of the performance targets is not required
because it would result in competitive ha rm such that the targets could be
excluded under Instruction 4 to Item 402( b) of Regulation S-K, please provide on
a supplemental basis a detailed explanati on for such conclusion, and note that we
may have additional comments.  Please note that to the extent that you have an
appropriate basis for omitting the specifi c targets, you must discuss how difficult
it would be for the named executive offi cers or how likely it will be for you to
achieve the undisclosed target levels or other factors.  In addition, please disclose
whether the performance targets have been achieved for each named executive
officer.
11. We note your disclosure in the last paragr aph on page 8.  In future filings, please
disclose how the actual bonus amount wa s calculated, whether any of the named
executive officers received more that the targeted bonus amount, and how the bonus payment was reduced if the goals were partially achieved.

Cash Compensation for Second Six Months, page 9

12. In future filings, please clarify whethe r the “minimum level of performance”
refers to the company’s performance or the individual performance of each named
executive officer.  Further, please disc lose how the Compensation Committee will
determine “superior performance”.
13. We note your disclosure about the role that the individual objectives play in
determining the amount of the cash b onus for the second six months.  The
compensation discussion and analysis s hould be sufficiently precise to identify
material differences in compensation polic ies with respect to individual named
executive officers.  In future filings, if a named executive officer’s personal
performance is measured against pre-es tablished personal goals or individual
objectives, please disclose them to the extent material in determining the amount of the annual cash bonus.  Please refer to  Section II.B.1 of Commission Release
No. 33-8732A, which is avai lable on our website at
http://www.sec.gov/rules/final/2006/33-8732a.pdf.

Ms. Kathleen Pepski
Hawkins, Inc. February 23, 2009 Page 5   Equity Awards, page 10

14. We note that your disclosure focuses on how the compensation committee
determines the number of performance units to be issued based on achieving a certain level of pre-tax income.  In future  filings, please disclose in more detail
the factors taken in consideration by the Compensation Committee in determining the number of stock options
 granted to each named executive officer. Your
discussion should provide a comprehensiv e analysis of the substance of the
compensation committee’s decision.

*    *    *    *
   Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please pr ovide us with a supplemental response letter
that keys your responses to our comment s and provides any requested supplemental
information.  Detailed letters greatly facilitate our review.  Please file your supplemental
response on EDGAR as a correspondence file .  Please understand that we may have
additional comments after reviewin g your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the sta ff to be certain that they have 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 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.

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.

Ms. Kathleen Pepski
Hawkins, Inc. February 23, 2009 Page 6
If you have any questions regarding co mments on the financial statements and
related matters, please direct them to Tric ia Armelin, Staff Account ant, at (202) 551-3747
or, in her absence, to the undersigned at (202) 551-3689.  Please contact Era Anagnosti,
Staff Attorney, at (202) 551-3369 or, in her ab sence, Andy Schoeffler, Staff Attorney, at
(202) 551-3748 with any other questions.

         S i n c e r e l y ,             John Hartz        Senior Assistant Chief Accountant