SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

									August 25, 2005

Via US Mail and Facsimile

Mr. James D. Brown
Chief Financial Officer
NutriSystem, Inc.
200 Welsh Road
Horsham, PA  19044

		Re:	NutriSystem, Inc.
			Form 10-K for the Fiscal Year Ended December 31,
2004
			Forms 10-Q for the Fiscal Quarters Ended March 31,
2005 and
			June 30, 2005
			File No. 000-28551

Dear Mr.Brown:

      We have reviewed the above referenced filings and have the
following comments.  We have limited our review to only your
financial statements and related disclosures and do not intend to
expand our review to other portions of your document.  Where
indicated, we think you should revise your documents in response
to
these comments in future filings.  If you disagree, we will
consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for Fiscal Year Ended December 31, 2004

Controls and Procedures, page 23
1. We note your disclosure that there have been no significant
changes in the Company`s internal controls or in other factors
since
the date of your evaluation.  Please refer to Item 308(c) of
Regulation S-K and revise your disclosure in future filings to
indicate whether there were any changes in your internal control
over
financial reporting during your most recent fiscal quarter that
have
materially affected, or are reasonably likely to materially affect
your internal control over financial reporting.  Further, please
refer to Item 307 of Regulation S-K which indicates the evaluation
date for disclosure controls should be "as of the end of the
period"
covered by the quarterly or annual report.  See also Release No.
33-
8238.

Financial Statements, page 26

2. Summary of Significant Accounting Policies, page 32
2. Please tell us and disclose in future filings your method of
accounting for vendor rebates including how you characterize the
rebate and whether you use the milestone or accrual method where
you
must meet volume thresholds.

Revenue Recognition, page 33
3. We note revenues for food sales are recognized when the related
products are shipped to the end-consumer or to Case Distributors.
Please expand your disclosure to clarify when revenue is
recognized
for sales through independent commissioned representatives
including
your Slim and Tone franchisees.   To the extent you recognize
revenues upon shipment please tell us and disclose rights of
return,
any conditions of acceptance, and whether stated shipping terms
are
FOB shipping point or FOB destination.  In this regard, please
clarify for us your basis for recognizing revenue at the time of
shipment.  Reference is made to SAB Topic 13.  Show us what your
disclosure will look like revised.

*	*	*	*

      Please send us your response to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter keying your responses to our
comments
and provide any requested supplemental information.  Please file
your
response letter on EDGAR as a correspondence file.  Please
understand
that we may have additional comments after reviewing your
responses
to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Donna Di Silvio at (202) 551-3202 or, in her
absence, the undersigned at (202) 551-3841 with any other
questions.

Sincerely,

Michael Moran
Branch Chief

??

??

??

??

Mr. James D. Brown
NutriSystem, Inc.
August 25, 2005
Page 1

</TEXT>
</DOCUMENT>