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April 26, 2005

Mr. Mike Moran

Accounting Branch Chief

United States Securities
and Exchange Commission

Mail Stop 0308

Washington, DC  20549

Re:          SEC
Comment Letter on Form 10K for the Year-Ended December 25, 2004

File No.: 0-22012

Dear Mr. Moran:

We are writing in
response to your letter of April 12, 2005 in which you made comments relating
to our Form 10-K for the year-ended December 25, 2004 (“Comment Letter”).  The goal is to provide you with detailed
answers where requested.  Where we have
analyzed your comment and agree with your conclusion, we simply agree to
implement your requests in future filings as required by the Comment Letter.  The numbers set forth below correspond to the
numbered comments in the Comment Letter.
In your closing paragraphs in the Comment Letter, you request that we
make certain statements in writing.
Accordingly, with my signature below, I am making these statements on
behalf of Winmark Corporation (“Winmark”):

•                  Winmark
is responsible for the adequacy and accuracy of the disclosure in all filings;

•                  Winmark
understands that Commission 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

•                  Winmark
may not assert staff comments as a defense in a proceeding initiated by the
Commission or any person under federal securities laws of the United States.

Below we have responded
to each of your 23 comments in the Comment Letter after restating each question
in its entirety (in italics):

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.

We agree to make all
additional disclosures and/or other revisions to be made in accordance with
your comments in Winmark’s future filings, beginning with our next filing on
Form 10-Q for the three month period ended March 26, 2005 or on Form 10-K for
the year ending December 31, 2005 as indicated in the response to each
comment.  Where our analysis supports a
conclusion different from that in the Comment Letter, our analysis and
explanation is in this letter.  In
accordance with the Comment Letter, we have not included the actual disclosures
we intend to make in future filings.

Item 1: 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 four 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.

As suggested, we agree to
provide additional disclosure regarding the amount and percentage of total
revenue contributed by each of our four franchised brands that account for more
than 10% of our consolidated revenues for each of the years in the three-year
period ending December 31, 2005.  These
additional disclosures will be reflected in our Form 10-K for the year ending
December 31, 2005.

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.

We have generated
franchising revenues each year since the commencement of our Canadian
franchising operations in varying amounts.
We agree to disclose our franchising revenues generated from Canadian
franchising operations for each of the years in the three-year period ending
December 31, 2005.  This disclosure will
be reflected in our Form 10-K for the year ending December 31, 2005.

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.

We agree to make the
additional disclosures or cross-reference requested by this comment in future
filings.  This disclosure will be
reflected in our Form 10-K for the year ending December 31, 2005.

Item 7: 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.

The following items are
included in cost of merchandise sold:
cost of merchandise sold at the Company-owned retail stores and through
our buying group to our franchisees, freight in, third-party warehouse fees
(these are on a per order basis), and inventory adjustments.  As per the disclosure on the bottom of page
15 of our 2004 Form 10-K, the major components of S,G & A expenses include:
salaries, wages and benefits, advertising, travel and rent.  These five items account for $11.4 million
(or 86%) of the $13.3 million in S,G&A for the year ended December 25,
2004.  The next largest item is legal and
professional fees, which were approximately $900,000 in 2004.

Currently, our retail operations consist of three
company-owned stores that specialize in the purchase and sale of gently used
and new products.  As such, we do not
have any significant direct buying, purchasing, receiving, inspection and
warehousing costs for our retail operations.
We do not have a Company-owned warehouse that supports our retail
operations.  Occupancy costs for our
retail stores are included in S,G&A.
We believe that we are properly classifying merchandise cost, freight
in, outside warehousing and inventory adjustments in our cost of merchandise
sold.  We will disclose in our future
filings, beginning with our Form 10-Q for the three months ended March 26,
2005, our legal and professional fees incurred.
We will also change the term rent to occupancy.

Results of Operation, 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® 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.

We agree to make
additional disclosures beginning with our Form 10-Q for the three month period
ended March 26, 2005, that quantify the impact of individual items under key
financial indicators.  We will quantify
material changes of items impacting selling, general and administrative
expenses.

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.  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.

In future filings, we
agree to provide additional disclosure, beginning with our Form 10-Q for the
three month period ended March 26, 2005, regarding the underlying reasons for material
changes to our revenue categories: royalties, merchandise sales, franchise fees
and other.

We believe that we can
comply with your request regarding “trends that are or are reasonably likely to
have a material affect on your results of operations” without disclosing
royalties and franchise fees by brand.
To the extent possible we will discuss trends that have or are
reasonably likely to have a material affect on our results of operations.  Please note, however, that unlike traditional
retailers, we do not run the individual stores that are owned by our
franchisees.  This makes trend analysis
and quantification more challenging.

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.

We agree to provide
additional analysis and disclosure, beginning with our Form 10-Q for the three
months ended March 26, 2005, regarding a detailed breakdown of cash flows generated
from operations.

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.

We agree to make the
additional disclosures requested by this comment in future filings.  This disclosure will be reflected in our Form
10-Q for the quarter ended March 26, 2005.
Specifically, we intend to discuss the accuracy of our historical
estimates as well as adding a critical accounting policy entitled “Impairment
of Long-Term Investments.”

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.

We are aware that our
investment securities exceed 40% of our consolidated assets.  The value of “investment securities” as
defined in Section 3(a)(2) of the Investment Company Act of 1940 as of December
25, 2004 was $11,690,020.  We have four
entities that are included in our consolidated financial statements:  Winmark Corporation; Winmark Business Solutions,
Inc.; Winmark Capital Corporation and Grow Biz Games, Inc.  The amount of total assets for each entity on
an unconsolidated basis as of December 25, 2004 was $24,927,544 for Winmark
Corporation; $550,188 for Winmark Business Solutions, Inc.; $1,394,711 for
Winmark Capital Corporation and ($29,442) for Grow Biz Games, Inc.

The Board of Directors
and Audit Committee have been involved in reviewing the question as to whether
Winmark is an investment company.  We
have engaged Stradley Ronon Stevens & Young, LLP, Washington, DC, and they
have provided us with an analysis of the availability of an exemption from the
Investment Company Act.  In addition,
Winmark is aggressively pursuing a strategy to reduce our percentage of
investment securities below 40% of our total assets.  Winmark’s equipment leasing operations
continue to add assets to our balance sheet, thereby reducing the concentrat