SecProbe.io

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<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
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October 20, 2005

Mr. John J. Huber
Latham & Watkins LLP
555 Eleventh Street, N.W. Suite 1000
Washington D.C.  20004-1304

Re:	Griffin Land & Nurseries, Inc. (File No. 001-12879)

Dear Mr. Huber:

	In your letter dated October 12, 2005, you indicate on behalf
of
Griffin Land & Nurseries Inc. ("Griffin") that Griffin has
determined
to restate its financial statements for the fiscal years ended
November 30, 2002, November 29, 2003 and November 27, 2004, and
its
interim quarterly financial statements for each of the fiscal
quarters within 2003 and 2004 and for the three months ended
February
26, 2005.  You request on behalf of Griffin that the Staff of the
Division of Corporation Finance not object if Griffin files
restated
financial information and related narrative disclosures, such as
MD&A, for the specified fiscal years in an amendment to its
Form10-K
for the year ended November 27, 2004 and an amendment to its
quarterly report on Form 10-Q for the fiscal quarter ended
February
26, 2005.

      We understand that the financial statements are being
restated
for the following reasons:
* Incorrect allocation of the purchase price Griffin paid to
acquire
a controlling interest in a real estate joint venture during
fiscal
year 2003 from tangible real estate to an intangible asset;
* Adjustments to depreciation and amortization expense related to
the
aforementioned assets;
* Reclassification of a reimbursement received for tenant
improvements between depreciation expense and rental revenues and
* Reclassification of the amortization of debt issuance costs
between
general and administrative expense and interest expense.

You have provided insufficient information in your letter in order
for the staff to express a view on the accounting for the items
listed above.  In light of the limited amount of information that
we
have been provided with, as well as the fact that your letter did
not
request guidance from the Staff with respect to the
appropriateness
of the accounting treatment for these items, the Staff is not
expressing a view in this regard.

      You note that the presentation you outlined in your letter
would facilitate investor understanding of the restatement by
providing a complete picture of how any potential quarterly
variances
relate to the annual variances and how annual and year-over-year
trends, as well as quarterly trends, may be affected.  With
respect
to fiscal 2001 and 2000 you propose to mark this information as
unaudited and restated in the Selected Financial Data section of
amendment to the Form 10-K for the year ended November 27, 2004.
Your letter dated October 18, 2005 clarifies that you intend to
provide disclosure with respect to the effect of the restatement
of
fiscal years 2001 and 2000.  Your letter dated October 18, 2005
also
sets forth the reasons why the Company believes reauditing fiscal
years 2001 and 2000 would not provide any additional meaningful
information to an investor on a timely basis than will already be
provided under the Company`s proposal.

      Your letter dated October 12, 2005 also indicates that with
respect to the restated unaudited interim financial information
for
each of the quarterly periods in fiscal years 2003 and 2004 the
information will be consistent with the requirements of Article 10
of
Regulation S-X and that prominent and comprehensive disclosure
that
describes and quantifies the nature and effects of each material
error will be presented.  We understand that the Company has
determined that the adjustment related to fiscal year 2002 of
$47,000
is immaterial, and will be recorded against the beginning balance
of
retained earnings, resulting in no impact on a quarterly basis to
fiscal year 2002.

	On the basis of the unique facts and circumstances described
in
your letter, this Division will not object to your request made on
behalf of Griffin.

      The position described above is based solely on the
information
included in your October 12, 2005 letter, our telephone
conversation
on October 17, 2005 and your October 18, 2005 letter.  New or
different facts could warrant a different conclusion.  If you have
any questions concerning this letter, please call me at (202)551-
3400.

      Sincerely,

      Sondra Stokes
      Associate Chief Accountant

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Mr. John J. Huber
Re: Griffin Land & Nurseries, Inc.
October 20, 2005
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