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Correspondence

 May 12, 2005

 VIA EDGAR and FEDERAL EXPRESS

 Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 0308

 450 Fifth Street, N.W.

 Washington, D.C. 20549-0308

 Attention:

H. Christopher Owings

David Mittelman

Scott Anderegg

Re:

 Unified Western Grocers, Inc. (the “Company”)

 Registration Statement on Form S-2

 File No. 333-123220

 Filed March 9, 2005

 Post-Effective Amendment No. 2 to Registration Statement on Form S-2

 File
No. 333-108159

 Filed March 9, 2005

 Form 10-K for the fiscal year ended October 2, 2004

 File No. 0-10815

 Filed December 17, 2004

 Form 10-Q for the fiscal quarter ended January 1, 2005

 File No.
0-10815

 Filed February 11, 2005

 Ladies and Gentlemen:

 On behalf of Unified Western Grocers, Inc. (the “Company”), we hereby transmit for
filing Amendment No. 1 to the Company’s Registration Statement on Form S-2, Post-Effective Amendment No. 3 to the Company’s Registration Statement on Form S-2 and Amendment No. 1 to the Company’s Annual Report on Form 10-K. We are
also forwarding to you via Federal Express courtesy copies of this letter and the above-referenced amendments, which are marked to show referenced changes and additions.

 The staff of the Securities and Exchange Commission (the “Staff”) issued a comment letter, dated April 8, 2005, in respect of the
above-referenced filings. The following consists of the Company’s responses to the Staff’s comment letter in identical numerical sequence. For ease of reference, the

 comments have been reproduced below in bold face and the responses have been set forth immediately below in italics.
Please note that page number references in your comments may not refer to the same page number(s) in the applicable amendments.

 Capitalized terms used, but not defined, in this letter shall have the meanings given to them in the applicable amendments.

 Form S-2

 General

1.
We note that you have registered one class of debt securities, the subordinated patrons’ deposit accounts. However, it appears that the rights of member-patrons and
non-members differ under the terms of the debt security. For example, non-members are not required to execute a subordination agreement. Supplementally advise us how you determined that these are the same class of debt securities.

 Response to Comment 1: The
Company is seeking to register only the offer and sale of those deposits that secure a member’s obligation to pay the purchase price of Class B Shares. The Company is not seeking to register other deposits that arise in wholly commercial
transactions because such deposits do not constitute “securities” under the Securities Act of 1933, as amended (the “Securities Act”).

The Company requires each member to hold Class B Shares having a value based upon the member’s average weekly purchases of products from the
Company. These Class B Shares may be acquired over the five years following the year of admission as a member, if the member provides a subordinated cash deposit equal to the value of the Class B Share requirement. The Company is seeking to register
the offer and sale of this initial deposit, referred to below as a “Required Deposit.”

 Additional deposits can arise from a number of wholly commercial transactions:

•

Members may maintain deposits with the Company in excess of the Required Deposits. Excess deposits are not subordinated to senior indebtedness of the Company and do not secure
the member’s Class B Share purchase requirement. Required Deposits also may be transferred into excess deposits in the event the purchase price of the Class B Shares (the payment of which is secured by the Required Deposits) is paid, whether
through patronage dividends or otherwise. These excess deposits may arise in a number of other ways, including from the payment of patronage dividends.

•

Non-member customers and certain members may be required to provide a cash deposit to purchase products from the Company on credit terms. These deposits are also not subordinated
to senior indebtedness of the Company.

 The Company is seeking to register only that portion of a member’s deposit account that secures its obligation to pay the purchase price of its Class B Shares. The Company is not seeking to register the offer and sale of (i)
deposits maintained by non-member customers, (ii) deposits maintained by members solely to secure the purchase of products from the Company on credit terms or (iii) member deposits in excess of the Required Deposit. The

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Company believes that these deposits are simply cash deposits arising from routine commercial transactions. Accordingly, the Company does not believe that
such deposits constitute “securities” subject to the Securities Act. The Company is not aware of any cooperative which registers under the Securities Act cash deposits arising in connection with the purchase of products on credit.

 Prospectus Cover Page

2.
We remind you that the prospectus cover page should reflect plain English and contain only the information required by Item 501 of Regulation S-K or otherwise key to an
investment decision. Accordingly, please revise to eliminate all defined terms and reduce detail more appropriate to the summary. In addition, in the prospectus summary, please also revise to eliminate all defined terms.

 Response to Comment 2: The
prospectus cover page has been revised to eliminate all defined terms and to reduce the level of detail to include only that which the Company believes to be essential to provide an understanding of the investment offered. In addition, the
prospectus summary has been revised to eliminate all defined terms to the extent practicable.

 Prospectus Summary, Page 2

3.
As currently drafted, this summary is difficult to understand. Please revise to more clearly summarize your business operations, financial condition, and securities offered. In
particular, the revisions should avoid technical and legalistic discussions in favor of a disclosure that is understandable to a reader who lacks familiarity with you. As part of your revision, please eliminate all defined terms and embedded lists.

 Response to Comment 3: The
prospectus summary has been simplified to make it more readily understandable to a reader who lacks familiarity with the Company. In particular, the discussion of the Company’s business operations and securities offered have been more clearly
summarized and captions have been added to separately identify and discuss membership requirements and investment and deposit requirements. In addition, a caption has been added referring readers to the financial information incorporated by
reference from the Company’s SEC filings. All defined terms and embedded lists have been eliminated to the extent practicable.

4.
We note that in your prospectus you refer to “Members” and “member-patrons.” It appears from the context of your disclosures that Members and member-patrons
refer to the same entities. If so, please use one term to describe these entities throughout your prospectus. If not, please provide additional disclosure to define the differences between these entities.

 Response to Comment 4: Members and member-patrons do refer
to the same entities. Accordingly, the prospectus has been revised to refer only to the term “Members.”

 Forward-Looking Information, Page 5

5.
Please move this section to another part of the prospectus. The forepart of the prospectus should be limited to the cover page, summary, and the risk factor sections.

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 Response to Comment 5: This section has been moved to the end of Part I.

 Risk Factors, Page 6

6.
In general, descriptions of risks that describe circumstances that could apply equally to other businesses that are similarly situated are generic risks that should not be
included in your risk factor section. Please either eliminate these generic risks, or revise them to state specific material risks to you in this offering. For example, we note that the following risk factors appear to contain generic disclosures:

•

We are vulnerable to changes in general economic …, page 7

•

Litigation could lead to unexpected…, page 8

•

Our business is vulnerable to disruption by terrorist…, page 10

Please note these are examples only. Review your entire risk factor section and revise as necessary.

 Response to Comment 6: The Company has reviewed its entire
risk factor section and has deleted several generic risks and revised others to discuss the specific risk associated with the grocery industry and the cooperative business environment.

7.
The market in which we operate…page 7. Currently, it appears that you are including more than one risk factor under this subheading. It appears there are several competitive
risks for you. For example, there is the indirect risk to you of your customers competing against supercenter stores and losing market share and the direct risk to you that your larger customers may by-pass you and obtain products directly from
manufactures. If material, they should be broken out into separate risk factors. Also, the risk associated with the union strike should be better defined in your disclosure and, if material, should be broken out into its own risk factor.

 Response to Comment 7: The
Company has divided this risk factor into separate risk factors in order to address four distinct risks related to the areas of competition and the potential loss of sales volume, specifically, (i) the risks from competitive markets, (ii) the risk
of lost sales volume due to members’ losing market share, (iii) the risk of lost sales volume due to members’ purchasing directly from suppliers, and (iv) the risk of the Company not being able to replace lost strike-related volume, which
could cause its sales performance to be negatively impacted when compared to fiscal 2004 results.

8.
Many of your risk factors are too vague to provide the reader with an understanding of the risk involved. Two examples of vague risk factors are on page 6, “[t]he minimum
required cash deposit account does not bear interest” and “[y]our investment in a deposit account will not be secured…” Please present your risk factors in more concrete terms. Please review all of your risk factors and revise to
describe the specific risk that may result from each of your risk factors with greater precision.

 Response to Comment 8: The Company has reviewed all of the risk factors and, where necessary, has revised them to describe the specific
risk with greater precision. Specifically, risk factors related to the fact that deposit accounts do not bear interest and are unsecured have been explained in further detail.

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 Method of Offering, Page 14

9.
With a view toward disclosure, please tell us in greater detail how you will offer these securities to potential purchasers, such as:

•

the types of communication you will use;

•

the method used to identify prospective member-patrons;

•

the availability of a preliminary prospectus or other written materials;

•

the payment of the purchase price; and

•

the relation to any concurrent offering of Class B shares.

 Response to Comment 9: The Company’s marketing efforts are directed to the sale of grocery products to new and established operators
of supermarkets. The Company does not offer membership interests through the publication of any advertisement, nor do the Company’s sales associates identify, or market membership interests to, prospective members. Marketing the sale of grocery
products to new and established supermarket operators may include a discussion of pricing programs available to members and non-members. If a prospective customer or an existing non-member customer requests information concerning membership, the
Company provides the membership application, together with the prospectus regarding the Required Deposits, the prospectus regarding the Class A, Class B and the Class E Shares, the most recent Annual Report on Form 10-K, the Proxy Statement on
Schedule 14A (if portions are incorporated by reference into the Form 10-K), the most recent Quarterly Report on Form 10-Q and the form of subordination agreement. See the first paragraph following “Table of Contents.”

 The Required Deposit may be paid either in full upon acceptance as a
member or 75% upon acceptance and the balance over a 26-week period. See “Prospectus Summary – Class B Share Deposit Requirement” and “Description of Deposit Accounts – General.”

 The Required Deposit is a portion of the member’s deposit account
which secures the member’s obligation to pay the purchase price of the member’s Class B Shares. The member is required to purchase these shares over the five-year period following acceptance as a member.

 Class B Shares are generally issued to members as a portion of patronage
dividends. See “Description of Deposit Accounts - Patronage Dividends.” If a member does not hold the required amount of Class B Shares following the issuance of Class B Shares as part of the patronage dividend for any given fiscal year,
then additional Class B Shares must be purchased in a quantity sufficient to satisfy the requirement. The purchase price for additional Class B Shares may be paid either by charging the member’s Required Deposit in an amount equal to the
issuance value of the additional Class B Shares or by direct purchase by the member. If the Class B Shares issued as part of the member’s patronage dividend are sufficient to satisfy the Class B Share requirement, a corresponding portion of the
Required Deposit is released from the subordination agreement and is then classified as an excess deposit. See “Description of Deposit Accounts – General.” The prospectus has been revised to clarify the method of paying the purchase
price of the Required Deposits and the relationship between the Required Deposits and any Class B Shares issued as part of a patronage dividend.

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10.
With a view toward disclosure, please tell us what evidence of ownership you will issue to purchasers and how you will track the issuance of the $50,000,000 of subordinated
patrons’ deposit accounts.

 Response to Comment 10: Deposits are recorded in the Company’s records by means of book entries, and no note, certificate or other instrument is issued as evidence of the deposits. After the close of each fiscal year,
the Company provides each member with a statement showing patronage dividends allocated to the member’s deposit account. In addition, a member may request, by telephone or in writing, a summary of the recent additions, withdrawals and charges
to the deposit account and the account balance. See “Description of Deposit Accounts – General.”

 The Company can accurately track the issuance of Required Deposits against the amount of such deposits registered under the Securities Act through the
individual member deposit accounts and summaries thereof. The prospectus has been revised to clarify the relationship between the Required Deposits and any Class B Shares issued as part of a patronage dividend.

 Use of Proceeds, Page 13

11.
Please revise to more clearly articulate the intended use of proceeds, including an estimate of each possible bulleted-use listed. See Item 504 of Regulation S-K. Alternatively,
if you have no specific plan for use of the proceeds, then revise to so state and discuss the principal reasons for the offering.

 Response to Comment 11: The Required Deposits are intended to fund increased product purchases and the expansion of infrastructure
required to support a new member in the cooperative. As disclosed in the prospectus, each member is required to own a number of Class B Shares having an issuance value equal to twice the member’s average weekly purchases, except for certain
product categories that only require one times the average weekly purchases. The Class B Shares can be paid for over a five-year period if the member maintains the requisite subordinated cash dep