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2005 - February - Audit Reponse - No. 2

March 22,
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 March 1, 2005 containing additional comments
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, as per your
request.

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
filings.

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

Consolidated
Financial Statements

Note
1: Summary of Significant Accounting Policies

Revenue
Recognition, page F-8

2.  We
note your response to our prior comment 15. Please tell us the amounts of
advertising expense for each period presented and the amounts of cooperative
advertising payments included in the reported amounts. If material, please
disclose your accounting policy for reporting advertising costs indicating
whether such costs are expensed as incurred or the first time the advertising
takes place, your accounting policy related to advertising allowances and the
total amount charged to advertising expense for each period presented. Please
refer to SOP 93-7. Please also disclose your accounting policies for sales
incentives indicating sales incentives characterized as a reduction of revenues
and sales incentives characterized as cost of sales. Tell us when you recognize
the cost of coupons and the amounts of your liability for coupons for each
period presented, whether you estimate breakage and, if so, the factors you
consider in estimating the amount of future rebates or refunds. If the liability
for coupons, or any accrued expense, is in excess of 5% of total
current liabilities please state separately in your balance sheets or in the
notes to your financial statements each item included in accrued liabilities
that exceeds of 5% of current liabilities for each period
presented.

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In response
to the Staff’s comment regarding advertising, the Company notes the following
information: for fiscal 2004, 2003 and 2002, aggregate advertising expense
amounted to $14.4 million, $13.7 million and $8.2 million, respectively; and,
cooperative advertising payments (expense) included in these totals were $3.4
million, $4.4 million and $4.7 million, respectively. Furthermore, the Company
will disclose in future filings its accounting policy for reporting advertising
costs indicating whether such costs are expensed as incurred or the first time
the advertising takes place and its accounting policy related to
advertising allowances and the total amount charged to advertising expense for
each period presented. For example, the Company would include disclosure similar
to the following: “Advertising costs, including cooperative advertising payments
to retailers, are charged to expense in the period that the advertising first
takes place. Cooperative advertising payments to retailers are generally
accounted for as an operating expense; however, the portion of the cost in
excess of the estimated fair value of the benefit received is classified as a
direct reduction of sales. Total advertising expense amounted to approximately
$14.4 million, $13.7 million and $8.2 million, respectively, for fiscal 2004,
2003 and 2002.”  In regards to advertising allowance, the Company notes
that general advertising allowances are typically not provided to customers.
Rather, the Company participates in specific cooperative advertising programs
with retailers where the vast majority of reimbursements are for less than
$10,000. The Company will also disclose in future filings its accounting
policies for sales incentives indicating sales incentives characterized as a
reduction of revenues and sales incentives characterized as cost of sales. For
example, the Company would include disclosure similar to the following: "The
Company utilizes various types of sales incentives and promotions in marketing
its product; including, price reductions, coupons, rebate offers, slotting
fees and free product. Generally, the cost of these sales incentives and
promotions, with the exception of free product, are accounted for as a direct
reduction of sales. The cost of free product is classified as cost of sales.” In
addition, the Company will separately disclose in its balance sheets or in the
notes to its financial statements for each period presented, the liability for
coupons, or any accrued expense, if such accrued liability exceeds 5% of current
liabilities.

In response
to the Staff’s comment regarding coupons, the Company notes the following
information:

first, the
Company generally recognizes the cost of coupons when such promotional program
is available to the consumer. For example, the cost of coupons offered in print
advertising is recognized at the time the magazine or news print is available
for sale (i.e., on the newsstand) and/or delivered to the consumer.

In certain
situations, the Company utilizes IRC’s (immediate redeemable coupons) in
connection with specific programs offered by its mass market customers. For
example, a customer may order a specific quantity of product to be promoted with
the offer of an IRC during a set period of time. To the extent the Company ships
product in connection with such program, the cost of the coupon is matched with
and recognized at such time the sale to the customer is recognized.

second, the
estimated accrued liability for outstanding coupons was approximately
$.4 million
and $.4 million, respectively, at May 31, 2004 and 2003.

third, the
Company estimates breakage (coupon redemption) based primarily on historical
experience. The Company utilizes print media (magazines, newspapers, etc.) on a
regular basis in support of promotional programs. Accordingly, the Company
reviews historical redemption rates for coupons offered in connection with this
type of promotional activity. Historically, the Compnay's coupon redemption rate
averages well below 1%. For example,
during fiscal 2004, the Company’s redemption rate averaged approximately 0.1%.
The Company generally anticipates (and accrues liability for) a rate that is
generally commensurate with prior experience.

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Note
13: Operating Segments, page F-18

3.  We
note your response to our prior comments 3 and 24. You indicate that management
of your business units includes marketing investment directed to overall brand
development, and not necessarily to specific product categories. We note that
you disclose sales of Schiff Move Free brand products in the description of your
business, and that each business unit generally markets more than one brand of
products. Please tell us whether any brands, other than your Schiff Move Free
brand products, accounted for more than 10% of your consolidated sales in any of
the past three years. Please also tell us whether your report revenues for each
of your brands in the financial information used to produce your general purpose
financial statements. If so, please disclose revenues for your significant
brands for each period presented.

In response
to the Staff’s comment regarding sales for brands other than Schiff Move Free
representing more than 10% of consolidated sales during the past three fiscal
years, the Company notes that Multipower represents the only other brand for
which net sales exceeded this threshold. Multipower net sales were approximately
12.9%, 12.0% and 9.6%, respectively, of consolidated net sales during fiscal
2004, 2003 and 2002. Furthermore, for internal financial reporting purposes, the
Company summarizes net sales data for its brands. Accordingly, the Company will
disclose in future filings net sales for each brand representing more than 10%
of consolidated net sales for each period presented.

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Form
10-Q for the Quarter Ended November 30, 2004

Item
1. Financial Statements

Note
7: Commitments and Contingencies, page 9

4.  We
note your response to our prior comment 29. Please explain to us why you believe
that your accrual is a reliable estimate of your liability in light of the $4
million settlement fund. Tell us the terms and conditions contained in the
settlement agreement that support your belief that ultimate cash disbursements
will not exceed $50,000. Tell us in detail the factors you considered in
estimating the amount of coupons that will ultimately be issued and redeemed. In
doing so, tell us the length of time coupons will be eligible for redemption and
the historical experience regarding redemption rate you used in your
determination, and why that historical experience is appropriate to use to
estimate of the amount of loss under the circumstances. Please also tell us
whether there is a reasonable possibility that the settlement amount not accrued
will be incurred, and if not why. If there is a reasonable possibility that the
settlement amount not accrued will be incurred, please disclose the additional
exposure to loss as required by paragraph 10 of SFAS 5. Regarding each of the
other litigation matters, tell us:

    ·

      The
      amount of alleged damages;

    ·

      Whether
      you are able to make a reasonable estimate the possible loss or range of
      loss and the amounts of hose
estimates;

    ·

      The
      degree of probability of an unfavorable outcome;

    ·

      Whether,
      and to what extent, losses may be recoverable from third parties;
      and

    ·

      The
      total amount accrued and the significant assumptions underlying your
      estimates.

In response
to the Staff’s comment, the Company notes that it believes its accrual is
reasonable notwithstanding the $4 million settlement fund. Notice of
the settlement and opportunity to submit claims are being published in two
consecutive issues of two magazines and a website. Potential claimants will have
until May 12, 2005 to submit a claim against the fund. Claimants that submit a
receipt will receive a cash refund equal to the purchase price. Claimants that
submit a product bottle or original label will receive a $10 coupon to purchase
any Company product. Claimants who do not have a receipt, bottle, or label may
submit an affidavit affirming purchase of a qualifying product and receive a $5
coupon to purchase any Company product. The Company may challenge any affidavit
that it believes to be fraudulent. At the conclusion of the claims period, the
Company will distribute coupons having a face value of the remaining amount of
the settlement fund. The coupons distributed in connection with the settlement
will not bear redeemable cash value but may be used only for a discount on
purchases of Company products.

Given that
sales of this product primarily occurred prior to 2001, the Company does not
believe many claimants will possess the actual receipt required for cash
redemption from the fund (and therefore believe that the amount of the fund
actually paid out in cash will be extremely low). Furthermore, the Company does
not believe many claimants will be able to submit a product bottle or original
label in order to receive a $10 coupon, and that few affidavits will be
submitted to receive a $5 coupon. The Company set up a $750,000 settlement fund
on a separate litigation matter several years ago (with product sales
relatively recent to the settlement date and more extensive publication of the
notice of the settlement), and incurred cash redemption costs of less than
$20,000. In addition, the Company has information regarding another company in
our industry which had a similar lawsuit, where a $10 million settlement fund
was established and the redemption was less than 0.5%. The Company also may opt
out of the settlement agreement and the litigation may proceed or be subject to
further settlement negotiations if cash claims exceed $50,000.

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The Company
routinely uses coupons in connection with the promotion of its products.
Accordingly, as discussed in its response to comment No. 2 above, the Company
reviews the historical coupon redemption data which was considered in
determining its accrual.

For the
reasons set forth above, the Company does not believe that there is a reasonable
possibility that the portion of the settlement not accrued will be incurred.
Accordingly, the Company believes that its accrual regarding this matter is
reasonable.

In response
to the Staff’s comment concerning other litigation matters, the Company notes
that these cases are in very preliminary stages. Discovery has not commenced in
the Willis matter, and is in only in beginning stages in the other two cases.
Accordingly, very limited information concerning the actual facts and
allegations of the cases is available. In the pleadings of the cases, no actual
dollar amount of damages is alleged. Given the
preliminary stages of the proceedings, the Company cannot assess the likelihood
of an unfavorable outcome or estimate an amount or range of possible loss at
this time for these matters. As noted in its filings with the Securities and
Exchange Commission, one case is covered by insurance (though any punitive
damages are not covered), one case is subject to possible indemnification from a
third party, and one case has neither insurance nor
indemnification.

If you have
further questions or if we can further clarify any of our responses, please feel
free to contact either the undersigned, Joseph W. Baty, at (801) 975-5186, Dan
Thomson, General Counsel, at (801) 975-5173 or Russell Mathis, Corporate
Controller, at (801) 975-5068.

Warm
regards,

Joseph W.
Baty

Chief
Financial Officer

      cc:

      Mr.
      Paul Child, Deloitte & Touche

Mr. Charles
Ruck, Latham & Watkins

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