SecProbe.io

CORRESP
1
filename1.htm

      Response to SEC letter of November 30, 2005

      Griffin
        Land & Nurseries, Inc.

      90
        Salmon Brook Street

      Granby,
        Ct 06035

      (860)
        653-4541

      (860)
        653-2919 (fax)

      December
        12, 2005

      VIA
        EDGAR

      Nilimah
        N. Shah

      Accounting
        Branch Chief

      Division
        of Corporation Finance

      Securities
        and Exchange Commission

      100
        F
        Street, N.E., Mail Stop 7010

      Washington,
        D.C. 20549-7010

                RE:

                Griffin
                  Land & Nurseries, Inc.

                Form
                  10-K/A for the Fiscal Year Ended November 27, 2004

                Form
                  10-Q/A for the Fiscal Quarter Ended February 26, 2005

                Forms
                  10-Q for the Fiscal Quarters Ended May 28, 2005 and August 27,
                  2005

                Filed
                  November 3, 2005

                File
                  No. 1-12879

      Dear
        Ms.
        Shah:

      This
        letter sets forth the response of Griffin Land & Nurseries, Inc. (the
“Company”) to the comments of the staff (the “Staff”) of the Securities and
        Exchange Commission (the “Commission”) to the above-referenced filings received
        by letter dated November 30, 2005. For your convenience, we have set forth
        the
        Staff’s comments immediately preceding our response.

      Staff
        Comments:

                1.

                Form
                  10-K/A for the Fiscal Year Ended November 27,
                  2004

      We
        refer
        you to our letter dated October 20, 2005 regarding the disclosure and
        presentation of your restatements for the fiscal years 2004, 2003, 2002,
        2001,
        and 2000. As discussed in this letter, Selected Financial Data for fiscal
        2001
        and 2000 should be marked as unaudited in your Form 10-K/A for the fiscal
        year
        ended November 27, 2004. Although fiscal years 2001 and 2000 were labeled
        restated, they were not also labeled unaudited. Please tell us where you
        have
        included this disclosure or why you believe it is not necessary. Otherwise,
        please amend your Form 10-K/A for the fiscal year ended November 27, 2004
        to
        label fiscal years 2001 and 2000 as they appear in the Selected Financial
        Data
        section as unaudited.

      Response:

      The
        Company believes that the disclosure in the introductory paragraph to the
        Selected Financial Data table, which states that only the selected financial
        data for fiscal years 2002, 2003 and 2004 are derived from the audited financial
        statements included elsewhere in the report, is sufficient to inform readers
        that the selected financial data for fiscal years 2000 and 2001 are unaudited.
        Additionally, the Company believes it would be misleading to label fiscal
        years
        2000 and 2001 as they appear in the Selected Financial Data section as unaudited
        because it would suggest that fiscal years 2002, 2003 and 2004 were subject
        to a
        review by the Company’s independent auditors under SAS No. 42, “Reporting on
        Condensed Financial Statements and Selected Financial Data.” The Company
        believes the approach it used in the Form 10-K/A for the year ended November
        27,
        2004 is consistent with the practice of the Division of Corporation Finance
        with
        respect to labeling columns in the Selected Financial Data section of periodic
        reports, as reflected in Securities and Exchange Commission Division of
        Corporation Finance Accounting Disclosure Rules and Practices Manual, 2000
        Edition, Topic 4, which states in relevant part:

      F.
        Selected Financial Data

      1.
        An
        auditor may be engaged to report on selected financial data using the guidance
        of SAS 42. Identification of some or all columns of selected financial data
        as
        "audited" or other references to the auditor can create the impression that
        the
        registrant has so engaged the auditor. If no auditor association with the
        selected financial data has occurred but an investor could obtain such an
        impression from the manner of presentation, the staff should recommend revision
        of that presentation. A statement in a headnote to the data that the amounts
        presented for the fiscal year are derived from audited financial statements
        does
        not create the impression that the information was subject to a SAS 42
        examination.

      2.
        If an
        auditor was engaged to report on the selected financial data, the form of
        report
        specified by SAS 42 should be included in the filing and the auditor's consent
        to the report should make reference to its applicability to the selected
        financial data.

                2.

                Form
                  10-Q for the Fiscal Quarter Ended August 27,
                  2005

      We
        reviewed your Item 4 disclosure included in your Form 10-Q for the fiscal
        quarter ended August 27, 2005. Your disclosure states that except as described
        above, there were no changes in your internal control over financial reporting
        during your most recent fiscal quarter that has materially affected, or is
        reasonably likely to materially affect, your internal control over financial
        reporting. In future filings, please avoid using phrases that include “except
        for” wording, which appears contradictory when disclosing changes which occurred
        in your internal controls during the most recent fiscal quarter.

      Response:

      The
        Company acknowledges the Staff’s comment and will incorporate such comment in
        preparing future filings.

      Pursuant
        to your request, the Company acknowledges that: (i) it is responsible for
        the
        adequacy and accuracy of the disclosure in its filings; (ii) Staff comments
        or
        changes to disclosure in response to Staff comments do not foreclose the
        Commission from taking any action with respect to the filings; and (iii)
        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.

      If
        you
        have any questions or comments with respect to these responses or other matters,
        please call the undersigned at (860) 653-4541, ext. 125.

              Very
                truly yours,

              /s/
                Anthony J. Galici

              Anthony
                J. Galici

              Vice
                President, Chief Financial Officer

              and
                Secretary