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April 13, 2005

Via
Facsimile and Overnight Courier

H.
Roger Schwall

Division
of Corporation Finance

United
States Securities and Exchange

Commission

450
Fifth Street, N.W.

Washington,
D.C. 20549-0405

  Re:

  Gardenburger,
  Inc.

  Form 10-K, Filed February 18, 2005

  File No. 000-20330

Dear
Mr. Schwall:

Set forth below are the
responses of Gardenburger, Inc. (the “Company”) to the U.S. Securities and
Exchange Commission’s (the “Commission” or the “Staff”) numbered comments
contained in your letter to the Company dated March 31, 2005 (the “Comment
Letter”).  The responses set forth below
are numbered to correspond with the numbered comments in the Comment
Letter.  As a preliminary matter, we note
that, prior to receiving the Comment Letter, the Company had already filed its
Form 10-Q for the quarterly period ended December 31, 2004 and, therefore, all
references to future filings shall refer to the Company’s Form 10-Q for the
quarterly period ended March 31, 2005 and thereafter.

1.              Staff
Comment:  We note that you identify five areas of
accounting where critical accounting policies are used to record activity.  However, your disclosures appear to lack
association with specific accounting estimates that may be necessary to an
understanding of your liquidity, capital resources and results of
operations.  In future filings, please
expand your disclosures to address the specific instances where uncertainties
exist in your estimates.  Your disclosures
should provide information about the quality and variability of your earnings
and cash flow so that investors may ascertain the indicative value of your
reported financial information.  We
generally find that disclosures including both a sensitivity analysis and
discussion of historical experience making the critical estimate are effective
in conveying this information.

Refer to FRC Section 501.14
for further guidance on this subject.
Please submit a sample of your intended disclosures to be included in
your future filings.

Company Response:  The following is a sample of
our intended disclosures of critical accounting policies that we intend to
include in our future filings:

Revenue Recognition and Trade
Spending

In
accordance with Staff Accounting Bulletin No. 104, Revenue Recognition (“SAB
104”), revenues are recognized upon passage of title to the customer, typically
upon product pick-up, shipment or delivery to customers.

Our
revenue arrangements with our customers often include sales incentives and
other promotional costs such as coupons, volume-based discounts, slotting fees
and off-invoice discounts. These costs are typically referred to collectively
as “trade spending.”  Pursuant to EITF
No. 00-14, EITF No. 00-25 and EITF No. 01-09, “Accounting for Consideration
Given by a Vendor to a Customer (Including a Reseller of the Vendor’s
Products),” these costs are recorded when revenue is recognized and are
generally classified as a reduction of revenue. We do not provide for sales
returns since, historically, sales returns have not been significant.

We
are required to make estimates regarding the level of coupon redemption, the
amount of product to be purchased by certain customers over certain time
periods and related volume-based and off-invoice discounts, and slotting fees
based on product shipments in order to estimate our overall trade
spending.  These estimates are reviewed
and recorded on a monthly basis based on information provided by our regional
sales managers as to the types of arrangements that have been made with our
customers, historical results and current period activity, and are recorded in
our financial statements as an offset to sales and trade receivables.  Trade spending totaled $
million in fiscal 2005, $12.1 million in fiscal 2004 and $11.8 million in
fiscal 2003.  If our estimates are not
reflective of actual results, we may be required to record adjustments that
could materially affect our results of operations and financial condition for
any given period.

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Slotting Fees

Slotting
fees are a type of trade spending and refer to oral arrangements pursuant to
which the retail grocer allows our products to be placed on the store’s shelves
in exchange for a slotting fee.
Typically, 12 months is the estimated minimum period during which a retailer
agrees to allocate shelf space. However, given that there are no written
contractual commitments requiring the retail grocers to allocate shelf space for
twelve months, we expense the slotting fees as a reduction of sales in
determining net sales in the period the related revenue is recognized for the
first shipment of the related product.
The level of slotting fees varies based on the number of new product
introductions, potential product reintroductions and in what sales channels
products are introduced.  Slotting fees,
which are included as a component of total trade spending, totaled $
million, $3.1 million and $2.2 million (pro forma), respectively, in fiscal
2005, 2004 and 2003.  Prior to fiscal
2004, we capitalized and amortized slotting fees over a 12-month period and,
accordingly, the fiscal 2003 amount is pro forma assuming it was computed based
on our current accounting policy.

Inventory Valuation Allowance

We
regularly evaluate the realizability of our inventory based on a combination of
factors including the following: historical usage rates, forecasted sales or
usage, historical spoilage rates and other factors.  Raw materials are reviewed periodically by
our operating personnel for spoilage.
Finished goods are reviewed periodically by operating personnel to
determine if inventory carrying costs exceed market selling prices.  If circumstances related to our inventories
change, our estimates of the realizability of inventory could materially
change. Write-offs of inventory totaled $       ,000,
$213,000 and $140,000 in fiscal 2005, 2004 and 2003, respectively, and, as of
September 30, 2005 and 2004, our inventory valuation allowance totaled $
and $140,000, respectively.  We have not
experienced material losses related to our inventories in the past and believe
that the current level of valuation allowance is adequate.

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Accounts Receivable and Allowances
for Uncollectible Accounts

Credit
limits are established through a process of reviewing the financial history and
stability of each customer.  We regularly
evaluate the collectibility of our trade receivable balances by monitoring past
due balances.  If it is determined that a
customer will be unable to meet its financial obligation, we record a specific
reserve for bad debts to reduce the related receivable to the amount we expect
to recover.  If circumstances related to
specific customers deteriorate, our estimates of the recoverability of
receivables associated with those customers could materially change.  We recorded $
in bad debt write-offs in fiscal 2005, $3,000 in fiscal 2004 and $7,000 in
fiscal 2003, and, as of September 30, 2005 and 2004, our allowance for bad
debts totaled $           and
$104,000, respectively.  Historically,
bad debts have not had a material effect on our results of operations or
financial condition, and we believe our allowance for doubtful accounts is
adequate.

2.               Staff
Comment:  We note the reference to the dual dated audit
report of your predecessor auditor, KPMG LLP.
However, the report of your predecessor auditor is dated November 7,
2003 and does not include the second date referenced in the report of BDO
Seidman LLP, dated December 29, 2003.
Please clarify this discrepancy.

Company Response:  In its audit report, BDO
Seidman LLP referenced KPMG LLP’s prior audit report originally included in the
Company’s Form 10-K for the fiscal year ended September 30, 2003.  KPMG LLP’s report in the Company’s Form 10-K
for the fiscal year ended September 30, 2003, was dated as of November 7, 2003,
except as to Note 16 to the financial statements, which was as of December 29,
2003 and discussed certain subsequent events related to amendments to debt
agreements.  KPMG LLP’s report in the
Company’s Form 10-K for the fiscal year ended September 30, 2004, did not
include the exception as to Note 16 to the financial statements, because the
discussion of the debt amendments was included in Notes 11 and 12 to the 2004
financial statements and, therefore, the exception was no longer relevant.  Therefore, in its audit report, BDO Seidman
LLP referred to the originally issued audit report of KPMG LLP, which included
the reference to Note 16 to the financial statements being as of December 29,
2003.

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3.               Staff
Comment:  Tell us what you mean by your disclosure that
your new accounting methodology is to “expense the slotting fees at the time
revenue is recognized.”  A similar
disclosure is made on page 32.  In this
regard, we note your auditor’s letter in Exhibit 18 that explains that “the
Company now recognizes slotting fees as a reduction of net sales in the period
the related revenue is recognized.”  If
your policy is to treat these fees in the manner described by your auditor,
please identify the classification in the disclosures of your future filings.

Company Response:  Our policy is to treat
slotting fees in the manner described by our auditor’s letter in Exhibit 18, as
a reduction of sales in determining net sales in the period the related revenue
is recognized.  As a further
clarification, the period of recognition is determined by when the related
product is first shipped to the retail grocer to whom we have agreed to pay a
slotting fee.  At that point, slotting
fees are recorded as a reduction of sales in determining net sales.  We intend to add this clarification and
identify the classification of these slotting fees in our future filings,
beginning with our Form 10-Q for the quarterly period ended March 31, 2005.

4.               Staff
Comment:  Explain to us how you have considered the
guidance in EITF Issue 86-30 in light of your non-compliance with certain of
your financial debt covenants.

Company Response:  We considered the guidance in
EITF Issue 86-30 as of the filing date of the Annual Report on Form 10-K for
the fiscal year ended September 30, 2004, in light of our non-compliance with
certain of our financial debt covenants.
We believed that our debt was properly classified as noncurrent because
the waiver of the lenders’ rights resulting from the violation of certain of
our financial debt covenants should not be viewed as a grace period.  In EITF Issue 86-30, the Task Force reached a
consensus that, unless facts and circumstances would indicate otherwise, the
borrower should classify the obligation as noncurrent unless (a) a covenant
violation has occurred at the balance sheet date or would have occurred absent
a loan modification and (b) it is probable that the borrower will not be able
to cure the default (comply with the covenant) at measurement dates that are
within the next 12 months.  In the
Company’s case, we determined that it was not probable that the Company would
not be able to comply with the covenants at measurement dates within the next
12 months.  We refer the Staff to page
F-11 of the Company’s Form 10-K for the fiscal year ended September 30, 2004,
where we stated, “We also negotiated waivers with CapitalSource Finance LLC and
Annex Holdings I LP for all 2004 covenant defaults and set new financial
covenants going forward which we expect to achieve.”  We expected to achieve the new financial
covenants set with our debt holders, and thus our non-compliance was not
probable.  Therefore, we believed that
our debt was properly classified as noncurrent in connection with the guidance
in EITF Issue 86-30.

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5.               Staff
Comment:  Please revise your disclosure in future
filings to identify the “independent third party consultant” you have retained
“to assist in the preparation of your compliance with Rule 404 of the
Sarbanes-Oxley Act of 2002.”  In
addition, indicate (i) when each significant deficiency or material weakness,
as applicable, first began, (ii) the estimated cost of remediation, and (iii)
the timeframe you anticipate will be necessary to implement the remediation
steps.  To the extent the amount and
timing of your remediation efforts are material, please expand your MD&A to
address these items.

Company Response:  We intend to revise our
disclosure in future filings, beginning with our Form 10-Q for the quarterly
period ended March 31, 2005, to identify our independent third party consultant
that we have retained to assist in the preparation of our compliance with Rule
404 of the Sarbanes-Oxley Act of 2002.
We have retained Singer Lewak Greenbaum & Goldstein LLP as such
independent third party consultant.  In
addition, we intend to indicate (i) the estimated cost of remediation, and (ii)
the timeframe we anticipate will be necessary to implement the remediation
steps.  We may not be able to determine
when each significant deficiency or material weakness, as applicable, first
began, because in some instances, when we detect the significant deficiency or
material weakness, the initial instance of such deficiency or weakness is
unclear.  However, to the extent that we
are able to determine when each significant deficiency or material weakness, as
applicable, first began, we intend to include such disclosure in future
filings, beginning with our Form 10-Q for the quarterly period ended March 31,
2005.  To the extent the amount and
timing of our remediation efforts are material, we intend to expand our
MD&A to address these items.

The Company hereby
acknowledges that (i) the Company is responsible for the adequacy and accuracy
of the disclosure in its filings, (ii) Staff comments or changes to disclosure
in response to Staff comments do not foreclose the Commission from taking any
action with respect to its filings and (iii) 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.

Thank you for your time and
attention to this matter.  We look
forward to hearing from you at your earliest convenience.  Please direct any questions regarding this
submission to the undersigned at (949) 255-2000.

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  Very
  truly yours,

  /s/
  Robert T. Trebing, Jr.

  Robert
  T. Trebing, Jr.,

  Senior
  Vice President and Chief Financial Officer

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