SecProbe.io

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

April 29, 2005

via U.S. mail	                                  via facsimile

Mr. Sam K. Reed
Ms. Catherine Brown
Chief Executive Officer
Wilmer Cutler Pickering Hale and Dorr LLP
TreeHouse Foods, Inc.
(202) 663-6363
c/o Dean Foods Company

2515 McKinney Avenue, Suite 1200

Dallas, Texas 75201

RE:		TreeHouse Foods, Inc.
		Form 10 filed March 30, 2005
		File No. 0-51231

Dear Mr. Reed:

      We have limited our review of the above filing to legal
disclosure issues, and we have the following comments.  Where
indicated, we think you should revise your document in response to
these comments.  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 supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10 / Preliminary Information Statement

General

1. Please be advised that your Form 10 registration statement will
automatically become effective 60 days from the date of the first
filing.  Upon effectiveness, you will become subject to the
reporting
requirements of the Securities Exchange Act of 1934.  In the event
that it appears that you will not be able to respond by the 60th
day,
you may wish to consider withdrawing your registration statement
and
refiling when you have prepared a response to our comments.

2. To minimize the likelihood that we will reissue comments,
please
make corresponding changes where applicable throughout your
document.
For example, we might comment on one section or example, but our
silence on similar or related disclosure elsewhere does not
relieve
you of the need to make appropriate revisions elsewhere as
appropriate.  Where comments relate to disclosure that is
incorporated by reference from the information statement, make
appropriate changes to both documents as necessary.

3. Explain in the document in necessary detail the business
reasons
for structuring the spin-off the way it is structured and for
establishing the particular terms.  In that regard, you will need
to
expand the "Background" discussion that appears at page 21 to
discuss, among other things, the following:
a) who approached whom regarding this transaction;
b) what other offers or alternatives the board considered;
c) the reasons the other options were rejected;
d) how the parties arrived at the particular deal terms, including
the amount of the walk-away penalties, the number of options to be
granted, the aggregate compensation to be earned by the officers,
etc.

4. Provide current and updated disclosure, and fill in all blanks
where the information is known.  You may use brackets to reflect
information that may change before the information statement is
finalized.  Among other things, we would expect you to update the
disclosure regarding the IRS letter ruling, the opinion of named
counsel, the status of your credit facility negotiations and its
terms, the status of all pending agreements with Dean Foods, the
status of your application to the NYSE for listing and the
material
terms of all agreements or contracts that you have not yet
described
in the document.

      With regard to the pending agreements, for example, the
current
disclosure at page 80 is insufficient: "In connection with the
distribution, we will enter into certain agreements with Dean
Foods
to define our ongoing relationship with Dean Foods after the
distribution."

5. You also will need to file as exhibits all material contracts.
We
may have additional comments once you provide updated information
and
file all omitted exhibits.

6. You state that, pursuant to the spin-off, Dean Foods Company
will
transfer to you its Specialty Foods Group, Mocha Mix (r), Second
Nature (r), and food services salad dressing businesses.  Please
describe each individual business to be transferred, identifying
any
brands or trademarks corresponding to each business, and indicate
the
reportable segment to which each business belongs.

7. It appears imprecise to indicate on the cover page of the
information statement that stockholders need not "pay anything" in
connection with the distribution.  They might be liable for taxes
in
connection with any cash they receive for fractional shares.
Please
revise to clarify.

Summary, page 1

8. We note the following statements regarding your market
position:
"We believe we are the largest manufacturer of pickles and non-
dairy
powdered creamer in the United States"; "[w]e are the leading
retail
supplier of private label pickles and private label non-dairy
powdered creamer in the United States"; and "[w]e are a leading
producer of aseptic cheese sauces and puddings for the foodservice
market."  Provide us with independent third party support for
these
and similar statements that appear throughout the document, and
make
clear whether by referring to "leading" you are referring to
market
share or some other competitive business attribute.

9. You indicate at page 7 that outstanding Dean options will be
adjusted "to reflect the distribution."  In the lengthier
discussion
that appears later in the document, provide enhanced detail
regarding
how these adjustments will be made.

Risk Factors, page 10

10. Eliminate language that mitigates the risk you present.
Examples
include the clauses on page 13 that begin "although" or "while."
Also state the risk directly and plainly, eliminating statements
such
as "no assurance can be given," "we cannot assure you" and "we
cannot
guarantee our stock price...."

11. Identify the 17.7% segment customer, and refer to the recent
loss
of any material customers.  We note the related disclosure that
appears in the MD&A section.

12. Ensure that your captions refer to the particular risks that
you
face, rather than referring to generic risks that apply to all
companies in general.  For example, all companies in your industry
and all companies in general could suffer an adverse impact as a
result of "Our failure to successfully compete...."  It appears
that
the particular risk relates more to your competing with larger
companies that sell branded products.

13. In your "Our Relationship with Dean Foods after the
Distribution"
section, on page 33, you state that Dean Foods granted you a
license
to use certain trademarks until the current supply of packaging
material is depleted.  If appropriate, include risk factor
disclosure
concerning any loss of trademark or other rights.

Cautionary Note Regarding Forward-Looking Statements, page 20

14. It appears inappropriate to suggest that "will" identifies
forward-looking statements.  Please revise accordingly.

The Distribution, page 21

15. Discuss further the directors` reasons for approving this
transaction.  Disclose why the board believed separating the two
businesses will enable each to better pursue its strategic
objectives.

16. Make clear which conditions have been satisfied and which
might
still be waived.  For example, you indicate that you could waive
receipt of the IRS tax ruling and legal opinions.  We may have
additional comments.

17. With appropriate emphasis and in an appropriate place,
quantify
the maximum aggregate benefits and compensation to be received by
the
new management team (a) if the spin-off occurs and (b) if the
spin-
off does not occur.  Similarly, state explicitly the maximum
amount
of stock, including the percentage, that the management team could
receive as a result of the spin-off and the other options and
arrangements you discuss.  Include corresponding information in
your
"Executive Compensation" section as well.

Properties and Facilities, page 60

18. Specify the expiration dates for all material leases.

Management -- Our Directors and Executive Officers, page 64

19. Provide a complete description of the business experience of
each
officer and director for the past five years, with no gaps or
ambiguities with regard to time.  For example, for a number of the
individuals, you indicate that they worked as "principals" for
TreeHouse LLC without providing the particular offices they held
or
the dates during which they served in the indicated capacity.

20. When known, identify all independent directors and the members
of
all committees to which you refer.

Where You Can Find More Information, page 85

21. You are responsible for the accuracy of the disclosure in your
filings with the Commission.  The statement at page 86 that you
"believe that the information presented herein is accurate as of
the
date hereof" is unnecessary and could suggest that you are
uncertain
about the currency and accuracy of the disclosure.  Please revise
accordingly.

Closing Comments

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.

   Direct questions relating to disclosure issues to Carmen
Moncada-
Terry at (202) 942-1908 or, in her absence, to Timothy Levenberg,
Special Counsel, at (202) 942-1896.   Direct any correspondence to
us
at the following ZIP Code: 20549-0405.

      Sincerely,

									H. Roger Schwall
									Assistant Director

cc:	Carmen Moncada-Terry
	Timothy Levenberg
TreeHouse Foods, Inc.
April 29, 2005
page 5

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