SecProbe.io

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Mail Stop 0308

      April 12, 2005

VIA U.S. MAIL AND FACSIMILE

Mr. Brett D. Heffes
Chief Financial Officer and Treasurer
Winmark Corporation
4200 Dahlberg Drive, Suite 100
Minneapolis, MN 55422

	RE:	Form 10-K for the Year Ended December 25, 2004
      File No. 0-22012

Dear Mr. Heffes:

		We have reviewed your filing and have the following
comments which should be complied with in future filings.  We have
limited our review to your financial statements and related
disclosures and will make no further review of your documents.  If
you disagree with a comment, we will consider your explanation as
to
why our comment is inapplicable or a revision is unnecessary.
Please
be as detailed as necessary in your explanation.  In some of our
comments, 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 review 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 December 25, 2004

General

1. Unless otherwise indicated, where a comment below requests
additional disclosures or other revisions to be made, please
include
the additional disclosures and revisions in your future filings.

Item1:  Business
Franchise Operations, page 3

2. It appears that you report royalties, merchandise sales,
franchise
fees and other revenues for each of your brands in the financial
information used to produce your general-purpose financial
statements.  If so, please disclose for each of the last three
fiscal
years the amount or percentage of total revenue contributed by
each
of your franchised brands that accounted for more than 10% of your
consolidated revenues in any of the past three years.  Please
refer
to Item 101(c)(i) of Regulation S-K.  If not, please provide to us
a
brief description of the discrete financial information that is
available for each of your brands.

3. We note that you began franchising in Canada in 1991 and had 70
franchised stores open in Canada as of the end of 2004.  However,
you
disclose that you generate all of your revenues from United States
operations other than 2004 franchising revenues from Canadian
operations of approximately $1.8 million.  Please confirm to us
that
your Canadian franchise operations did not generate franchising
revenues prior to 2004.  If you generated franchise revenues from
Canadian operations in 2003 and 2002, please revise to disclose
the
amount of franchise revenues from Canadian franchises for those
fiscal years.

Item 6:  Selected Financial Data, page 14

4. Please briefly describe, or cross-reference to a discussion of,
business combinations and other factors, such as nonrecurring
charges, that materially affect the comparability of the
information
for the periods presented.  See Instruction 2 of Item 301 of
Regulation S-K.

Item7:  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations
Overview, page 15

5. Please disclose the types of expenses that you include in the
cost
of merchandise sold line item and the types of expenses that you
include in the selling, general and administrative expenses line
item.  In doing so, disclose how you classify buying and occupancy
costs of your retail operations.  Tell us whether inventory costs
and
the cost of merchandise sold line item include inbound freight
charges, purchasing and receiving costs, inspection costs and
warehousing costs.  If you currently exclude a portion of these
costs
from cost of sales or exclude shipping and handling costs and
other
costs of your distribution network from cost of sales, please
disclose:
* the line items that the excluded costs are included in and the
amounts included in each line item for each period presented, and
* that your gross margins may not be comparable to those of other
entities, since some entities include fulfillment costs and costs
related to their distribution network in cost of merchandise sold.

Results of Operations, page 16
General

6. In circumstances where you describe more than one reason for a
significant change between periods in key financial data or
indicators, please quantify the incremental impact of each
individual
item on the overall change.  For example, in your discussion of
cost
of merchandise sold, please quantify the reduction in cost of
merchandise sold as a result of the closure of Music Go Round(r)
stores in 2004 and the increase in inventory discounts in 2002,
and
in your discussion of selling, general and administrative expenses
for fiscal year 2003 versus 2002, please quantify the changes in
depreciation, office supplies and outside services, advertising
and
stock compensation expense.  Please also provide an analysis and
discussion of the underlying business reasons for each of the
changes
you identify.  In addition, in circumstances where changes in the
items included in a line item that you identify and quantify do
not
explain the majority of the change in the line item, please
identify
and quantify, and provide an analysis of, the other items that
comprise the change.  For example, in your discussion of selling,
general and administrative expenses for 2004 compared to 2003,
please
identify and provide an analysis of the significant factors that
accounted for the remaining decrease.  Further, please provide an
analysis of changes in key financial data or indicators for each
year
presented.  For example, please include a discussion of changes in
gain on sale of marketable securities and interest and other
income
for 2003 as compared to 2002.

Revenue, page 16
Royalties and Franchise Fees, page 16

7. Please quantify royalties and franchise fees from each of your
brands for the years presented and provide an analysis of trends
that
have or are reasonably likely to have a material affect on your
results of operations.  For example, please provide an analysis
and
discussion of your plan to slow down and ultimately reverse the
declining trend in the number of your Play It Again Sports
Franchises(r).  Please also provide an analysis and discussion of
the
underlying reasons for the changes in each revenue category for
the
years presented, including system-wide sales of franchises, the
number of franchises opened and renewed and the number of
franchise
stores closed or sold with quantification of impacts on your
revenues
where possible.  Please refer to SEC Release No. 33-8350 and Item
303(a)(3)(iii) of Regulation S-K.

Liquidity and Capital Resources, page 18

8. Please provide an analysis of the trends and variability in
your
cash flows for each of the periods presented.  In doing so,
provide
an analysis of cash flows from:
* operating activities for 2003 and 2002 including a discussion of
the trend in cash flows generated by operations and the reasons
for
the variability in accounts receivable, inventories, accounts
payable
and other assets and liabilities to the extent necessary for
investors to ascertain the likelihood that past performance is
indicative of future performance; and
* financing activities for 2002 including a discussion of the
variability in proceeds from equity transactions and their
importance
to cash flows for the periods presented.
Please also include a discussion and analysis of cash flows
related
to your marketable securities and the uncertainties related to
cash
flows of your leasing operations.  Please refer to SEC Release No.
33-8350.

Critical Accounting Policies, page 19

9. Please provide a more insightful, quantified analysis about the
uncertainties associated with the methods, assumptions and
estimates
underlying your critical accounting measurements.  For example,
you
cite royalty revenue accruals and accounts and notes receivable
collectability as critical accounting policies, yet it is not
clear
why they are critical accounting policies and what the effect of a
significant change in estimate would have on your financial
statements.  In addition, discuss to the extent material, how
accurate your estimates and assumptions have been in the past and
whether the estimates are reasonably likely to change in the
future.
Please refer to SEC Release No. 33-8350.

Item 8:  Financial Statements and Supplementary Data
General

10. We note that your investments exceed 40% of your consolidated
assets.  Please explain to us whether Winmark Corporation is an
investment company under Section 3(a)(1)(C) of the Investment
Company
Act of 1940 and how you made the determination.  Please tell us
the
value of "investment securities" as defined in Section 3(a)(2) of
the
Investment Company Act and the amounts of total assets for each
entity included in your consolidated financial statements on an
unconsolidated basis as of December 25, 2004.  If Winmark is an
investment company under Section 3(a)(1)(C), please explain to us
how
Winmark is in compliance with the Investment Company Act.  For
example, please explain in detail whether Winmark can rely on Rule
3a-1 of the Investment Company Act.

Consolidated Statements of Cash Flows, page 28

11. You disclose that marketable securities include fixed income
securities with maturities in excess of three months.  Please tell
us
why it is appropriate to report purchases and proceeds on sale of
marketable securities on a net basis.  Please refer to paragraph
13
of SFAS 95.  If you are netting cash receipts and disbursements
related to the sale and purchase of investments that do not
qualify
for net reporting, please revise to separately disclose those
receipts and disbursements in cash flows from investing
activities.
See paragraphs 16 and 17 of SFAS 95.

Consolidated Statements of Shareholders` Equity and Comprehensive
Income, page 27

12. Please disclose reclassification adjustments and the amounts
of
income tax expense or benefit allocated to other comprehensive
income, including reclassification adjustments, either on the face
or
in the notes to your financial statements.  See paragraphs 20 and
25
of SFAS 130.

Notes to the Consolidated Financial Statements, page 29
General

13. Please disclose depreciation expense for each period presented
as
required by paragraph 5 of APB 12.  You may do so in the
statements
of cash flows to the extent you separately state amortization
expense.

14. We note that you have not disclosed information about
operating
segments as required by SFAS 131.  Please tell us the operating
segments you have identified in accordance with paragraphs 10-15
of
SFAS 131 and how you have aggregated your operating segments into
reportable segments.  In that regard, please tell us if you
identified your franchise business and leasing business as
operating
segments, and if not, why.  If so, please tell us why the
franchise
segment is not reported separately as required by paragraph 18 of
SFAS 131, or why the franchise and leasing segments meet the
aggregation criteria in paragraph 17 of SFAS 131.  In future
filings,
please disclose the factors used to identify reportable segments
and
provide the segment information, disclosures and reconciliations
required by SFAS 131.

Investments, page 30

15. Please disclose the basis on which the cost of a security sold
or
the amount reclassified out of accumulated other comprehensive
income
into earnings is determined.  See paragraph 21(b) of SFAS 115.

Note 3:  Investments, page 32

16. Please disclose total gains for securities with net gains and
total losses for securities with net losses in accumulated other
comprehensive income as required by paragraph 19 of SFAS 115.

17. It appears that your equity method investees meet the criteria
in
Rule 1-02(w) of Regulation S-X for a significant subsidiary on an
aggregated basis.  Please provide the summarized financial
information as to assets, liabilities and results of operations as
detailed in Rule 1-02(bb) of Regulation S-X on group basis.  See
Rule
4-08(g)(1)(ii) of Regulation S-X and paragraph 20(d) of APB 18.

18. Please tell us whether you estimated the fair of your cost
method
investment in Tomsten.  If so, please disclose the fair value of
the
investment and the method and significant assumptions used to
estimate its fair value.  Please refer to paragraph 10 of SFAS
107.
Please also tell us the results of your impairment evaluation as
of
the end of 2004.  If you do not estimate the fair value of your
investment in Tomsten, please disclose, if true, that there are no
identified events or changes in circumstances that may have a
significant adverse effect on the fair value of the investment,
and
disclose the reasons why it is not practicable to estimate its
fair
value.  Please see paragraphs 14 and 15 of SFAS 107 and paragraph
22
of EITF 03-1.  In addition, please tell us the factors you
considered
in determining that your cost method investments are not impaired
or
not other-than-temporarily impaired.  See paragraph 6 of APB 18
and
paragraph 16 of SFAS 115.

Note 4.  Receivables, page 34

19. Please disclose your provision for doubtful accounts and notes
as
required by Rule 5-03(b)(5) of Regulation S-X.  Please also
disclose
the information required by Rule 12-09 of Regulation S-X with
respect
to your allowance for doubtful accounts receivable either in the
notes to your financial statements or in Schedule II.  See Rule 5-
04(a)(2) of Regulation S-X.  If you file Schedule II, please
include
an opinion from your independent accountants covering the
schedule.

Item 9A:  Controls and Procedures, page 42

20. You are required to disclose the conclusions of your principal
executive and principal financial officers regarding the
effectiveness of your disclosure controls and procedures as of the
end of the period covered by the report.  See Item 307 of
Regulation
S-K.  Disclosing that your disclosure controls and procedures are
adequately designed to ensure that information required to be
disclosed by you in the reports you file or submit under the
Exchange
Act is recorded, processed, summarized and reported, within the
time
periods specified in the applicable rule and form does not comply
with Item 307 of Regulation S-K.  Please confirm to us that your
Chief Executive Officer and Chief Financial Officer concluded that
your disclosure controls and procedures were effective as of the
end
of the period covered by the report.  Please also revise your
future
filings to disclose the conclusions of your principal executive
and
principal financial officers regarding the effectiveness of your
disclosure controls and procedures as of the end of the period
covered by the report.

Item 10:  Directors and Executive Officers of the Registrant, page
43

21. Please include the information required by Item 401(h) of
Regulation S-K or incorporate by reference the caption in your
Proxy
Statement that includes the information.  We note that the section
of
your Proxy Statement entitled "Executive Officers and Key
Personnel"
that you incorporated by reference does not agree to the title of
the
section in the Proxy Statement that contains the required
information.  Regulation 12(b)-23(b) of the Exchange Act requires
material incorporated by reference to be clearly identified.
Please
revise.

Item 11:  Executive Compensation, page 43

22. Please include the information required by Items 402(g) and
(j)
of Regulation S-K or incorporate by reference the caption in your
Proxy Statement that includes the information.

Signatures

23. The report must be signed by your principal executive officer,
your principal financial officer, your controller or principal
accounting officer and at least a majority of the