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Correspondence Letter

 October 20, 2005

 WRITER’S DIRECT NUMBER: (317) 236-2435

 DIRECT FAX: (317) 592-4637

 INTERNET: Joseph.DeGroff@icemiller.com

 VIA EDGAR AND FAX

 Michael Moran, Accounting Branch
Chief

 United States Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, Northeast

 Mail Stop 3561

 Washington, DC 20549

Re:
National Wine & Spirits, Inc.

 Form
10-K for the Fiscal Year Ended March 31, 2005

 Filed June 14, 2005

 Form 10-Q for the Fiscal Quarter Ended July 2, 2005

File August 12, 2005

 File
No. 333-74589

 Dear Mr. Moran:

 On behalf of our client, National Wine & Spirits, Inc. (the
“Company”), this letter responds to the Staff’s comment on the above-referenced filings provided to the Company by letter dated September 29, 2005. For your convenience, the subheadings and order of responses set forth below
correspond with the subheadings and order set forth in the Staff’s comment letter. The Staff’s comment is in bold. The page numbers in this letter refer to the respective pages of the filings.

 Form 10-K for the Fiscal Year Ended March 31, 2005

 Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page 18

 Results of Operations

 Fiscal 2005 Compared to Fiscal 2004, page 21

 2. You disclose that other case volume declined in fiscal 2005 causing a decrease of $12.1 million in products sales revenue when
compared to fiscal 2004, but you did not provide the business reason for the change in case volume. Please tell us and revise your disclosures to explain what caused the decrease in other case volume during fiscal 2005. Please also tell us and
disclose if you expect this trend to continue in future periods. Refer to Item 303(a)(3) of Regulation S-K.

 Michael Moran, Accounting Branch Chief

 October 20, 2005

  Page
 2

 During fiscal 2005, other case volume decreased from the prior fiscal year primarily due to lower
sales of Seagram Smooth that had been introduced during fiscal 2004. The Company does not expect similar reductions in the future. As requested, the Company will expand its disclosure on this topic in future filings as follows:

 Other case volume declined by approximately $12.1 million during the fiscal
year ended March 31, 2005 from the prior fiscal year, primarily due to reduced sales volume of Seagram Smooth, a product introduced by the Company during the prior fiscal year. The Company does not expect the comparative decrease in sales of
Seagram Smooth to continue due to changes in the product positioning within the malt beverage category.

 Operating Expenses, page 22

 3. You disclose that management fees from Glazer increased $6.1 million during fiscal 2005 due to a modification in the agreement and the financial performance of
NWS-Illinois. Please explain to us and clarify in your disclosures what actually caused the 50% increase in management fees during fiscal 2005. Please also disclose if you anticipate this trend to continue in future periods. Refer to
Item 303(a)(3) of Regulation S-K.

 During fiscal
2005, the increase in management fees from Glazer was primarily caused by Glazer’s agreement to cover 100% of the operating losses rather than 80% or 50% as outlined further below. Recent financial improvements in the Company’s Illinois
market will likely result in this trend not continuing in future periods. As requested, the Company will expand its disclosure on this topic in future filings as follows:

 The $6.1 million increase in management fees during the current fiscal year, as compared to the prior fiscal year, was
primarily due to the financial performance of the Illinois business during the current fiscal year and modifications of the agreement during December 2003 and August 2004 whereby the Company receives management fees equal to 80% of any operating
losses of its Illinois subsidiary from December 2003 to August 2004 and 100% of such losses from August 2004 to date. Prior to December 2003, the Company received management fees equal to 50% of such losses. The Company does not expect similar
increases in the future in light of recent improvements in the financial performance in the Company’s Illinois market.

 Liquidity and Capital Resources, page 26

General

 4. In a separately captioned section, please disclose any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on your
financial condition. Your disclosure should include all of the information that is now required by Item 303(a)(4) of Regulation S-K. If there are none, please state this in your revised disclosures.

 Michael Moran, Accounting Branch Chief

 October 20, 2005

  Page
 3

 The Company does not have any off-balance sheet arrangements. We propose to include the following
disclosure in our future filings:

 Off-Balance Sheet Arrangements

 The Company does not have any off-balance sheet
arrangements.

 Aggregate Contractual
Commitments, page 28

 5. You state in footnote (2) to the table
that interest on the outstanding debt is not included due to the variable nature of certain debt instruments outstanding. It is important to understand that amounts disclosed in the table are aimed at increasing the transparency of cash flows and
inclusion of the scheduled debt service on your outstanding debt could be critical to an investor understanding your future cash requirements. Accordingly, please revise your disclosure in the table to include a calculation of the amounts of
scheduled interest you expect to pay for the periods presented, along with any assumptions you use with respect to the amounts disclosed. Refer to Item 303(a)(5) of Regulation S-K.

 The Company will revise its disclosure in future filings, including the
Company’s Report on Form 10-Q for the quarter ending September 30, 2005, by adding a separate line addressing interest on long-term debt obligations so that the table will appear as follows:

Payments Due by Period

 Contractual Obligations

Total

 Less than

 1 year

1-3 years

3-5 years

 More than

 5 years

 Long-term debt obligations

$
83,157,000

$
—

$
—

$
83,157,000

$
—

 Interest on long term debt obligations(2)

34,501,000

8,735,000

17,470,000

8,296,000

—

 Employment agreement obligations

3,145,000

353,000

685,000

656,000

1,451,000

 Operating lease obligations

11,081,000

3,980,000

5,121,000

1,443,000

537,000

 Distribution rights obligations

30,110,000

6,104,000

11,879,000

10,802,000

1,325,000

 Purchase obligations

58,093,000

58,093,000

—

—

—

 Defined benefit plan funding (1)

1,100,000

1,100,000

—

—

—

 Brand promotion (3)

6,200,000

1,708,000

2,200,000

2,200,000

92,000

(1)
The amounts for funding of the defined benefit plan include only those amounts due within fiscal 2006, as future amounts are not estimable at this time.

 Michael Moran, Accounting Branch Chief

 October 20, 2005

  Page
 4

(2)
The interest component was estimated using an average revolving credit facility balance of $10 million with an assumed interest rate of 6.5%, subordinated debt in the amount of $4.3
million with an assumed interest rate of 6.5% and senior notes in the amount of $77.1 million with a fixed interest rate of 10-1/8%.

(3)
Brand promotion obligations are based on contractual commitments with certain suppliers to provide marketing support for the suppliers’ brands.

 6. Please clarify to us where you have included items such key executive and management
employment contracts, if any, in your table of contractual obligations for all periods presented Refer to Item 303(a)(5) of Regulation S-K.

 Currently, the Company’s table of contractual obligations does not include obligations under any executive employment agreements. In response to this
comment, the Company will add a separate line item to the Aggregate Contractual Commitments table in future filings to disclose aggregate employment agreement obligations as set forth in the table appearing in response to Comment 5.

 7. Please reconcile the distribution rights obligation of $28.6 million to the amounts
disclosed in note 14 on page 56.

 The disparity of $1.5
million between the amounts of the Company’s distribution rights obligations is due to the inclusion of the $1.5 million in the calculation of total distribution rights obligations in note 14 but in the Brand Promotion line in the Aggregate
Contractual Commitments table.

 Supplementally, the Company
informs you that the reason the $1.5 million was not included in the distribution rights obligations line in the Aggregate Contractual Commitments table was that, in the first year of a contract with one of the Company’s suppliers, that money
was paid to third parties for brand promotions rather than to the supplier. As a result, that amount did not appear in the table as distribution rights obligations but rather in the Brand Promotion line.

 Item 9A. Controls and Procedures, page 59

 8. Please amend Form 10-K for the year ended March 31, 2005 to revise your
disclosures to indicate if there were any changes to your disclosure controls and procedures over financial reporting during the fourth quarter of fiscal 2005. If changes occurred during the fourth quarter of fiscal 2005, please identify the change
(s) and their impact on your conclusion that controls and procedures were effective as of March 31, 2005. Refer to Item 307 of Regulation S-K.

 No changes to the Company’s disclosure controls and procedures occurred during the fourth quarter of fiscal 2005. The
Company’s future filings will, to the extent applicable, include this disclosure pursuant to Item 307 of Regulation S-K.

 Michael Moran, Accounting Branch Chief

 October 20, 2005

  Page
 5

 Item 15. Exhibits and Financial Statement Schedules

 1. Financial Statements

 Notes to Consolidated Financial Statements

 Note 1. Nature of Business and
Summary of Significant Accounting Policies, page 39

 General

 9. Please disclose in a
footnote the types of expenses and amounts you include [in the] cost of products sold line item as well as the selling and administrative line items for all periods presented.

 The Company will include in future filings the following disclosure in Note 1 to the audited financial statements:

 Statement of operations classifications

 The Company calculates its gross profit as the difference between its
revenue and the associated cost of products sold. Cost of products sold includes direct product costs, inbound freight, state and federal excise taxes, casualty insurance, import duties and broker fees, vendor allowances, and increases or
decreases to the Company’s LIFO reserve.

 The Company
classifies the following expense categories separately on its statement of operations: selling; administrative; and warehouse and delivery. The Company’s selling expenses primarily include sales commissions, wages, travel, entertainment, and
product promotional costs. Administrative expenses of the Company primarily include officers’ wages, office salaries, legal costs, health and welfare expenses, payroll taxes, and general office expenses. The Company’s costs to
operate its warehousing and distribution network, including costs for purchasing, receiving, storing, internal product transfers, order fulfillment, and delivery are included in the warehouse and delivery expense category.

 The Company supplementally advises the Staff that the Company has disclosed
that its gross profit may not be comparable to other entities whose shipping and handling expenses are a component of cost of sales in Note 1 on page 42 of the Company’s Form 10-K for the fiscal year ended March 31, 2005.

 10. You disclose on page 30 that you receive from vendors certain allowances and discounts
in connection with your sale of their products. Please explain to us and revise your accounting policy to disclose each type of allowance, discount or credit you receive and the time in which you earn the amounts received from that specific vendor
(s). For instance, if you recognize an allowance or discount upon receipt from a vendor instead of amortizing the amounts over the period the products are sold, please explain to us your basis for this accounting treatment.

 Michael Moran, Accounting Branch Chief

 October 20, 2005

  Page
 6

 The Company receives promotional funds from numerous suppliers by credit memos that the Company may
apply to future payments, by receipt of product without charge, or by direct payment from the supplier. The promotional funds reimburse the Company for specific and incremental product promotional costs that the Company would not have otherwise
undertaken or to fund future promotional activities. As outlined in paragraph 4 of EITF 02-16, these funds are classified as a current liability and are then applied to offset a specific operating cost for which the funds were received or classified
as a reduction of cost of products sold upon the sale of the product to which the funds relate. Paragraph 4 of EITF 02-16 states as follows:

 “ . . . cash consideration received by a customer from a vendor is presumed to be a reduction of the prices of the vendor’s products or services
and should, therefore, be characterized as a reduction of cost of sales when recognized in the customer’s income statement. However, that presumption is overcome when the consideration is either (a) a payment for assets or services
delivered to the vendor, in which case the cash consideration should be characterized as revenue (or other income, as appropriate) when recognized in the customer’s income statement, or (b) a reimbursement of costs incurred by the customer
to sell the vendor’s products, in which case the cash consideration should be characterized as a reduction of that cost when recognized in the customer’s income statement.”

 Additionally, paragraph 6 of EITF 02-16 states as follows:

 “ . . . that cash consideration represents a reimbursement of costs incurred by the customer to sell the vendor’s
products and should be characterized as a reduction of that cost when recognized in the customer’s income statement if the cash consideration represents a reimbursement of a specific, incremental, identifiable cost incurred by the customer in
selling the vendor’s products or services.”

 In
accordance with this guidance, allowances and discounts received from suppliers are recognized at different times depending upon the timing and type of allowance or discount received. When the Company incurs promotional costs and invoices the
supplier for reimbursement, the recognition of the supplier allowance is recorded at the time the Company invoices the supplier. In instances in which the supplier supplies product at a discounted cost, or supplies product without charge, the
Company records the allowance when the product is sold. Additionally, in circumstances in which the supplier advances funds for future promotional activities, the Company defers the recognition of the allowance until the promotional activities occur
or when products are sold at a discounted price.

 As requested,
the Company will expand its disclosure in its future filings in response to this comment. The Company will include the following disclosure as the second paragraph in Note 1:

 The Company receives promotional funds from numerous suppliers by credit
memos that the Company may apply to future payments, by receipt of product without charge, or by direct payment from the supplier. The promotional funds reimburse the Company for specific and

 Michael Moran, Accounting Branch Chief

 October 20, 2005

  Page
 7

 incremental product promotional costs that the Company would not have otherwise undertaken or to fund future
promotional activities. As outlined in paragraph 4 of EITF 02-16, these funds are classified as a current liability and are then applied to offset a specific operating cost for which the funds were received or classified as a reductio