SecProbe.io

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

June 1, 2005

Mr. Sam K. Reed
Chief Executive Officer
TreeHouse Foods, Inc.
c/o Dean Foods Company
2515 McKinney Avenue, Suite 1200
Dallas, Texas 75201

RE:		TreeHouse Foods, Inc.
		Form 10 filed May 13, 2005
		File No. 1-32504

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

The Distribution, page 21

1. Expand the second and third paragraphs to provide more detail
as to
why Dean Foods was unable to reach acceptable terms with the
publicly
traded food manufacturer and the substance of inquiries received
from
"various prospective purchasers."  Please see our comment number 3
in
our letter of April 29, 2005.

2. Clarify the position and relationship of Mr. Engles and Mr.
Reed to
Dean Foods and the Specialty Foods Group at the time that Mr.
Engles
contacted Mr. Reed as cited in the fourth paragraph. Please be
more
specific about what you mean by Mr. Reed`s "management team."  Are
they the same as the "management investors"?

3. Expand the discussion in the fourth paragraph in the fourth
paragraph to quantify, and describe the terms of, the equity
investment to be made by Mr. Reed and the other management
investors
and indicate the extent of their equity holding as a result.

4. Expand the bullets at the end of the fourth paragraph to
quantify,
where possible, or otherwise explain, each point.

5. Expand the fifth paragraph to provide a reasonably detailed
summary
of the Board`s evaluation of the proposed transaction at its
January
26, 2005 meeting.  Address any alternatives and quantitative
analyses
considered by the Board in approving the transaction.

6. Tell us the nature of the advice provided by Merrill Lynch.

7. Identify the compensation consultant engaged by Dean Foods.

8. We hereby reissue comment 16, which requests that you make
clear
which conditions have been satisfied.

Management, page 71

9. Provide us with consents from Messrs. Bayly and Smith to being
named as directors.

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) 551-3687 or, in her absence, to Timothy Levenberg,
Special Counsel, at (202) 551-3707.  Direct any correspondence to
us
at the following ZIP Code: 20549-0405.

      Sincerely,

									H. Roger Schwall
									Assistant Director

cc:       Ms. Catherine Brown (via facsimile)
           Wilmer Cutler Pickering Hale and Dorr LLP
            (202) 663-6363

      C. Moncada-Terry
	T. Levenberg
TreeHouse Foods, Inc.
June 1, 2005
page 2

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