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Response to SEC Comments - February 2005

Response
to SEC Suggestions

February 18,
2005

Mr. Michael
Moran

Branch
Chief

Securities and
Exchange Commission

Mail Stop
0308

Washington, DC
20549

RE:  Weider Nutrition
International, Inc. (the “Company”)

Form 10-K for the
fiscal year ended May 31, 2004

File No.
1-14608

Form 10-Q for the
six months ended November 30, 2004

Dear Mr.
Moran,

We
are in receipt of your letter dated January 31, 2005 related to our Form 10-K
for the fiscal year ended May 31, 2004, and to our Form 10-Q for the six months
ended November 30, 2004. We are providing this cover letter which keys our
responses to your comments and includes certain supplemental information, as per
your request.

We
acknowledge the following:

    ·

      The Company
      is responsible for the adequacy and accuracy of the disclosures in the
      filing;

    ·

      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.

We
believe our filings referenced above provide all material information that
investors require for an informed decision. We also recognize that certain
clarifications as well as additional disclosures may be appropriate. Our fiscal
2005 third quarter ends February 28, and we will file the related quarterly
report within the appropriate filing deadline. In addition, our fiscal 2005
year-end is May 31, 2005. Therefore, we respectfully request the Commission’s
permission to allow us to provide and incorporate the clarifications and
additional disclosures referenced in our responses to the Staff’s comments into
our third quarter report for the period ended February 28, 2005 and/or our
annual report for the year ended May 31, 2005.

- 1 -

Form
10-K for the Year Ended May 31, 2004

General

1.  Where a
comment below requests additional disclosures or other revisions to be made,
please include the additional disclosures and revisions in your future annual
and interim reports, as applicable.

The Company notes
the Staff’s comment and will include the applicable disclosures and revisions in
future annual and interim reports, as applicable.

Item 1.
Business

2.  Please
disclose all of the financial information about segments and about geographic
regions required by paragraphs (b) and (d) of Item 101 of Regulation S-K or
include a cross reference to the segment data included in your financial
statements.

In
response to the Staff’s comment, the Company will include in future filings a
cross reference in “Item 1. Business” to the segment data (as required by
paragraphs (b) and (d) of Item 101 of Regulations S-K) included in our financial
statements similar to the following: “See Management’s Discussion and Analysis
on pages ____ and Note ____ of the Notes to Consolidated Financial Statements
for complete segment financial information.”

Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations

General

3.  Please
include a tabular presentation of net sales revenues by product category for the
periods presented and provide a narrative discussion of the extent to which
material changes are attributable to pricing, mix or volume of goods sold.
Please refer to SEC Release No. 33-8350 and Item 303(a)(3)(iii) of Regulation
S-K.

In
response to the Staff’s comment, the Company will provide narrative discussion
in the MD&A section of future filings of the extent to which material
changes in net sales are attributable to pricing, mix or volume of goods sold.
For example, the Company would include increased disclosure similar to the
following: “Schiff Specialty net sales increased approximately 9.2% to $157.6
million for fiscal 2004, from $144.3 million for fiscal 2003. The increase
primarily resulted from increases in Schiff Move Free and other joint products
sales volume as prices remained relatively stable during the
period.”

The Company also
notes the Staff’s comment regarding net sales revenue by product category. We
believe this comment is in response to disclosure that the Company “markets its
branded nutritional supplement products, both domestically and internationally,
in five principal categories: specialty supplements; vitamins and minerals;
sports nutrition; weight management; and nutrition bars”. While products are
marketed within these general product categories, the Company, including the
executive management team, manages its business according to its three reporting
segments, or business units. The product categories are listed only to provide a
general understanding of the broad areas in which we market products.

- 2 -

Our three business
units are Schiff Specialty, Active Nutrition and Haleko. Schiff Specialty’s
primary brand is Schiff; Haleko’s primary brands include Multipower and
Multaben; and, Active Nutrition’s primary brands include Weider and Tiger’s
Milk. Each business unit (and even each brand) may include a variety of product
forms (such as tablets, capsules, powdered drink mixes, nutrition bars, etc.) in
a variety of categories (specialty supplements, vitamins and minerals, sports
nutrition, weight management and nutrition bars). In addition, many of the
product forms are not necessarily category specific (a capsule could be in the
specialty supplement, vitamin and minerals or even sports nutrition category).
Accordingly, as disclosed under “Brands, Products and Distribution” in “Item 1.
Business” in our Form 10-K, we discuss and analyze our business and operations
according to the business units rather than the general product categories.

The Company’s CEO
and executive management team receives and analyzes financial information and
operating results on a business unit basis rather than general product
categories. For example, the Company’s management of its business units includes
marketing investment directed to overall brand development, and not necessarily
according to these specific product categories. Also, when analyzing revenues,
for example, we do not analyze revenues by all “nutrition bars” sold by the
Company. Such an analysis would mean combining sales results of nutrition bars
under multiple brands in many different countries. Since the products, brands,
channels of distribution, countries, etc. would be different, we believe such
information would provide no meaningful analysis. We do not gather, nor is it
practical to gather, the financial data in this manner. Rather, we examine the
revenues of each business unit, and believe such analysis provides meaningful
input about our results of operations.

For the reasons
noted above, management does not receive or summarize net sales data according
to these five product categories. The Company believes that the net sales by
business unit data currently provided in its annual and interim reports
represents the most meaningful information to its stockholders.

4.  In
circumstances where you describe more than one business reason for a significant
change between periods in key financial data or indicators, please quantify, in
dollars, to the extent possible the incremental impact of each individual
business reason on the overall change. For example, in your comparisons of
operating results, you should quantify the impact of changes in foreign currency
exchange rates, the changes in sales and gross profit for each of the factors
you identify and the changes in operating and other expenses for each of the
factors you identify.

In
response to the Staff’s comment, to the extent possible, the Company in the
future filings will quantify, in dollars, the incremental impact of each
business reason disclosed as explanation for a significant change between
periods in key financial data or indicators. For example, the Company would
include increased disclosure similar to the following in future filings: “The
positive impact of foreign currency exchange rates of approximately $____
million was substantially offset by a decline in primarily branded Multaben
sales volume of approximately $____ million and private label sales volume of
approximately $____ million.”

Liquidity
and Capital Resources, page 24

5.  Please
disclose scheduled interest payments in your table of contractual cash
obligations. When interest rates are variable and unknown, estimates of future
variable rate interest payments may be included or excluded provided you include
appropriate disclosure in a footnote to the table. Also include a description of
your purchase obligations in a footnote to the table.

- 3 -

In
response to the Staff’s comment, the Company will include in future filings any
material scheduled interest payments in the table of contractual cash
obligations. The Company notes that total amortizing debt amounted to less than
$1.0 million as of May 31, 2004. Scheduled interest payments associated with
such debt would amount to less than $50,000. If interest rates are variable or
unknown, the Company will provide estimates of future variable interest payments
or if excluded, the Company will include appropriate disclosure in a footnote to
the table. The Company will also include in future filings a description of its
purchase obligations in a footnote to the table similar to the following:
“Purchase obligations primarily consist of open purchase orders for goods and
services, including primarily raw materials, packaging and outsourced contract
manufacturing commitments.”

Critical
Accounting Policies and Estimates, page 25

6.  Please
disclose the amounts of estimates that materially affected your reported
earnings and the amounts of the related valuation allowances for each period
presented. For example, disclose your provisions for doubtful accounts, notes
receivable, sales returns and allowances and the estimates related to your
inventory write-downs, sales returns and allowances and the estimates related to
your inventory write-downs and impairment losses, and the related valuation
allowances where applicable. Please also provide an analysis of material changes
in each of your critical accounting estimates on revenues, operating expenses
and gross profit for the periods presented. 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.

In
response to the Staff’s comment, the Company will disclose in future filings the
amounts of estimates that materially affected its reported earnings and the
amounts of the related valuation allowances for each period presented. For
example, the Company will include in future filings data that is currently
provided in Schedule II in its Annual Report on Form 10-K such as provision for
doubtful accounts, notes receivable, sales returns and allowances as well as
estimates related to its inventory write-downs and impairment losses, and the
related valuation allowances where applicable in “Item 7. Critical Accounting
Policies and Estimates.” In addition, the Company will provide an analysis of
material changes in each of its critical accounting estimates on revenues,
operating expenses and gross profit for the periods presented. In addition, the
Company will discuss and clarify to the extent material its accuracy with
previously disclosed estimates and assumptions and whether the estimates are
reasonably likely to change in the future.

Item.
7A. Quantitative and Qualitative Disclosures About Market
Risks

7.  Please also
provide information about your market risk exposure to changes in foreign
currency exchange rates in accordance with Item 305 of Regulation
S-K.

In
response to the Staff’s comment, the Company will provide in future filings
information regarding its market risk exposure to changes in foreign currency
exchange rates. The Company will also provide quantitative information
concerning the U.S. dollar volume of material foreign currency-denominated
net
sales and the impact that fluctuations in foreign currency exchange rates have
on reported net sales and operating income.

- 4 -

Item 10.
Directors and Executive Officers of the Registrant

8.  Please
include a reference to the section of your Proxy Statement that includes the
information required by Items 401(h) and Item 406 of Regulation
S-K.

In
response to the Staff’s comment, the Company will include in future filings a
cross reference to the section “Board of Directors and Board Committee
Information” in the Proxy which contains the required information.

Item 11.
Executive Compensation

9.  Please
include a reference to the section of your Proxy Statement that includes the
information required by Items 402(g) and 402(j) of Regulation

S-K.

In
response to the Staff’s comment, the Company will include in future filings a
cross reference to the section “Board of Directors and Board Committee
Information” in the Proxy which contains the required information.

Consolidated
Financial Statements

Consolidated
Balance Sheets, page F-3

10.  Please
disclose accumulated balances for each classification of other accumulated
comprehensive loss for each period presented on the face of your balance sheets,
statements of stockholder’ equity or in the notes to your financial statements.
Specifically, please ensure your disclosure includes all of the components of
other accumulated comprehensive loss for the year ended December 31, 2003. See
paragraph 26 of SFAS 130.

In
response to the Staff’s comment, the Company will provide disclosure of
accumulated balances for each classification of other accumulated comprehensive
loss for each period presented on the face of its balance sheets, statements of
stockholders’ equity or in the notes to its financial statements in future
annual reports, as applicable.

The Company has
reviewed its filings and believes its disclosure for the year ended May 31, 2004
includes all of the components of other accumulated comprehensive loss. At May
31, 2004, other accumulated comprehensive loss consisted only of foreign
currency translation adjustments.

Consolidated
Statements of Stockholders’ Equity, page F-5

11.  Please
disclose the reclassification adjustments and the amount of income tax expense
or benefit allocated to each component of other comprehensive income, including
reclassification adjustment, for each period presented either on the face of the
statement or in the notes to your financial statements. Refer to paragraphs 20
and 25 of SFAS 130.

In
response to the Staff’s comment, the Company will disclose in future annual
reports the reclassification adjustments and the amount of income tax expense or
benefit allocated to each component of other comprehensive income, including
reclassification adjustments, for each period presented either on the face of
the statement of stockholders’ equity or in the notes to its financial
statements.

- 5 -

Note 1:
Summary of Significant Accounting Policies, page F-7

Inventories,
page F-7

12.  Please
disclose the types of costs included in inventories. See Rule 5-02(6)(b) of
Regulation S-X.

In
response to the Staff’s comment, the Company will disclose in future filings
material types of costs included in inventories. The footnote will be modified
to include wording similar to the following: “Inventories, primarily consisting
of direct materials, direct labor and manufacturing overhead, are stated at the
lower cost (on a first-in, first-out basis) or market.”

Revenue
Recognition, page F-8

13.  Please
disclose your shipping terms and whether you recognize revenue upon shipment or
upon delivery to and acceptance by the customer. If you recognize sales upon
shipment and your sales arrangements contain inspection an