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    June 3, 2005

BY EDGAR AND FAX (202-772-9368)

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. H. Roger Schwall, Assistant Director

    Re:

    TreeHouse Foods, Inc.

    Form 10 Registration Statement

    File No. 001-32504

Dear Mr. Schwall:

     Further to our conversation with Ms. Moncada-Terry on June 2, 2005 and on behalf of TreeHouse
Foods, Inc. (the “Company”), enclosed please find proposed amendments to the Company’s registration
statement on Form 10, as well as a draft letter from the Company in response to comments received
from the Commission on June 1, 2005. For your convenience, we have marked the proposed amendments
to reflect all changes since the Company’s previous filing with the commission on May 13, 2005.

     We would be grateful for the opportunity to speak with you regarding the proposed amendments
at your earliest convenience. After you have had the opportunity to review the enclosed materials,
please telephone Catherine Brown of this firm at (202) 663-6968 or me at the telephone number
indicated above to arrange a mutually convenient time to discuss.

Sincerely
yours,

/s/ Erika L. Robinson

Erika L. Robinson

Partner

    cc:

    Sam K. Reed

    Meredith B. Cross

    Carmen Moncada-Terry

    Timothy Levenberg

FOR DISCUSSION PURPOSES

WCPHD DRAFT: 06/03/05

THE DISTRIBUTION

Background and Reasons for the Distribution

     Background.
The Board of Directors and management of Dean Foods regularly review the various
businesses conducted by Dean Foods to ensure that resources are deployed and activities
are pursued in the best interests of Dean Foods’ stockholders. In early 2004,
Dean Foods management began to
consider strategic alternatives for Dean Foods’ Specialty Foods Group business
because management
had come to view the principal focus of Dean Foods as its dairy and branded products
businesses and
the Specialty Foods Group’s business did not fit within that focus.

     In February 2004,
Dean Foods commenced negotiations with a publicly traded food manufacturer
regarding a potential transaction involving a spin-off of the Specialty Foods Group and a
subsequent merger between the Specialty Foods Group and the publicly traded food manufacturer.
Negotiations continued through the spring and summer before terminating in
August 2004 when the
parties determined that they would not be able to agree on terms for a
transaction.could not
agree on mutual valuations for their respective businesses based upon their initial
due diligence
investigations.

     From time to time throughout 2004, Dean Foods received inquiries from various prospective
purchasers of its Specialty Foods Group business, but no discussions with any such purchasers
proceeded beyond a preliminary stage.

     Following termination of merger discussions with the publicly traded food manufacturer,
Gregg Engles, in his capacity as Chairman of the Board and Chief Executive Officer of
Dean Foods, contacted Sam Reed to determine if Mr. Reed and histhe other
management teaminvestors might have an interest in managing the Specialty Foods Group business.
Mr. Engles was aware that Mr. Reed and histhe other management
teaminvestors
were investigating investment opportunities in the consumer packaged goods industry
following expiration of their employment with Keebler Foods Company. Prior to such time, neither Mr. Reed nor the
other management investors had been affiliated in any way with Dean Foods or the Specialty Foods
Group; however, Mr. Engles believed that the management investors would bring significant value
to the Specialty Foods Group business by virtue of their prior management experience. Dean Foods
and the management investors subsequently negotiated a transaction in which the assets of Dean
Foods’ Specialty Foods Group, Mocha Mix®, Second Nature® and foodservice salad dressings businesses
would be transferred to a newly formed company in which Mr. Reed and the other management investors
would make ana $10 million equity investment, representing approximately 1.7% of the
company’s outstanding common stock, and the shares of this newly formed company owned by Dean
Foods, representing approximately 98.3% of the company’s outstanding common stock, would be
distributed to Dean Foods’ shareholders. The terms of the transactionstockholders. See “Our
Relationship with Dean Foods after the Distribution — Stockholders Agreement.” The terms of the
equity investment by the management investors, including the terms of the stockholders
agreement

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FOR DISCUSSION PURPOSES

WCPHD DRAFT: 06/03/05

and the employment agreements, were arrived at by arms’ length negotiation between
Dean Foods and the management investors. In negotiating the specific terms of the transaction,
including the amount of the walk-away penalties, the number of options to be granted and the
aggregate compensation to be earned by the management investors, Dean Foods and the management
investors took into account the following factors:

    •
    the management investors’ desire to hold a significant equity stake in
TreeHouse, as well as their willingness to invest up to $10 million in cash in the
business;

    •
    the compensation, including equity based-awards, of executive officers of
various midsize, publicly traded consumer packaged goods companies;

    •
    the return on the management investors’ equity investment required by the
management investors in the event that the distribution did not occur;, as
described more fully under “— Distribution Conditions”;

    •
    the expected period of time between the announcement by Dean Foods of its
intention to pursue the transaction on January 27, 2005 and the distribution date;

    •
    the likelihood of the transaction being completed as expected;

    •
    the contractual restrictions on resale of TreeHouse common stock agreed
to by the management investors;, as described under “Our Relationship with Dean
Foods after the Distribution — Stockholders Agreement”;

    •
    the equity-based awards required by the management investors in the form
of restricted stock and options to purchase shares of our common stock, together with
the shareholder return objectives and vesting schedule related to the vesting of such
awards;, each as described under “Executive Compensation — Employment
Contracts”;

    •
    the experience and market reputation of the management investors, as
described under “Management — Our Directors and Executive Officers,” as well as their
market reputation;

    •
    the contemplated business strategy for the new company contemplated
by the management investors, as described under “Our Business and Properties —
Business Strategy”;

    •
    the noncompetition covenants contained in the management investors’
employment agreements; and

    •
    the size of the Specialty Foods Group business and the allocation of
liabilities of the transferred businesses.

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FOR DISCUSSION PURPOSES

WCPHD DRAFT: 06/03/05

     In view of the variety of factors considered in negotiating the specific terms of the
transaction, Dean Foods did not quantify or otherwise assign relative weights to the factors
considered in negotiating the specific terms of the transaction. For additional information
regarding Dean Foods’ reasons for the distribution, see
“— Reasons for the Distribution”.

     On January 26, 2005, at a special meeting of the Dean Foods Board of Directors, the Dean
Foods Board evaluated the proposed transaction, comparing it to theoretical, strategic
alternatives, including a sale to a strategic buyer or a leveraged buyout
transaction. spin-off of our company, including consideration of the
following factors:

    •
    Transaction Overview. The Dean Foods Board reviewed the
proposed structure, financial terms and conditions of the spin-off and equity
investment by the management investors, as well as management’s strategic rationale
and the expected benefits of the proposed spin-off. In connection with evaluating the
specific terms of the transaction, including the equity investment by the management
investors, the Dean Foods Board reviewed alternative, potential valuations of our
company prepared by Merrill Lynch in its capacity as financial adviser to Dean
Foods.

    •
    Review of Hypotheticial, Alternative Transactions. The Dean
Foods Board compared the proposed spin-off transaction to several hypothetical,
strategic alternatives, including a sale to a strategic buyer, a leveraged buyout
transaction and an Income Deposit Securities transaction, or IDS. The comparison by
the Dean Foods Board included consideration of a presentation on these alternative
transactions prepared by Merrill Lynch and included a summary of the risks and
benefits associated with each alternative transaction and addressed, among other
things, the following considerations:

    •
    the potential net cash proceeds to be generated for Dean Foods;

    •
    the potential tax consequences of the proposed transaction for Dean Foods
and its stockholders;

    •
    the transaction’s
sensitivity to market conditions and timing delays;

    •
    Dean Foods’ belief that there was no evident strategic buyer for the
businesses as a whole to be transferred to us in connection with the spin-off;
and

    •
    potential limitations
on future acquisitions and organic growth for the
new company.

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FOR DISCUSSION PURPOSES

WCPHD DRAFT: 06/03/05

    •
    TreeHouse Management. The Dean Foods Board reviewed the
management experience and professional qualifications of the management investors
together with summaries of the material terms of the stockholders agreement and
employment agreements to be entered into with the management investors in connection
with their investment in our company.

    •
    Additional Considerations. In addition to the factors listed
above, the Dean Foods Board also reviewed the tax consequences and leverage
implications of the proposed spin-off for Dean Foods and our company.

     Following this evaluation, the Dean Foods Board approved pursuing a tax-free spin-off of our
company, which upon completion of the spin-off would consist of Dean Foods’ Specialty Foods Group,
Mocha Mix®, Second Nature® and foodservice salad dressings businesses. In addition, the Dean
Foods Board approved the hiring of, and the equity investment by, the
management investors. The Dean Foods Board also approved, as well as the filing with the
IRS of a private letter ruling request and, on. On March 30, 2005, the Dean Foods
Board, acting by written consent, approved, among other things, the filing with the SEC of a
registration statement and information statement with respect to the distribution and the filing
with the New York Stock Exchange of a listing application with respect to our common stock.

     On          , 2005, May 24, 2005, the Dean Foods Board at a regularly scheduled meeting
again evaluated the proposed spin-off of our company, which evaluation included an analysis by Dean
Foods’ management of Dean Foods’ solvency following the distribution and consideration of updated
information from Merrill Lynch regarding the valuation of our company and analyses regarding stock
price performance of other recent spin-off transactions. Following this evaluation, the Dean
Foods Board authorized the distribution of our common stock to Dean Foods’ stockholders by means of
a tax-free spin-off subject to satisfaction of certain conditions, including our registration
statement on Form 10, of which this information statement is a part, becoming effective under the
Securities Exchange Act of 1934, as amended, and a duly appointed committee of the Dean Foods Board
of Directors authorizing the distribution ratio and the record and distribution dates. See “—
Distribution Conditions.” The factors that served as the basis for the Dean Foods Board’s decision
are described below and no relative weights were assigned by the Board to each factor. See “—
Reasons for the Distribution.”

     Dean Foods engaged Merrill Lynch to advise and assist Dean Foods in connection with the
distribution, as well as in connection with the earlier negotiations with the publicly traded food
manufacturer. Merrill Lynch was not engaged to furnish anany fairness or other financial
opinion to the Board as to the distribution. Dean Foods also engaged Mercer Human Resources
Consulting as a compensation consultant to provide market data to assist in
determiningmanagement in its negotiation of the compensation to be paid to the management
investors.

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    FOR DISCUSSION PURPOSES

    WCHPD DRAFT: 06/03/05

June ˜, 2005

    BY EDGAR AND HAND DELIVERY

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. H. Roger Schwall, Assistant Director

    Re:

    TreeHouse Foods, Inc.

    Form 10 Registration Statement

    File No. 001-32504

Dear Mr. Schwall:

     On behalf of TreeHouse Foods, Inc. (“TreeHouse” or the “Company”), submitted herewith for
filing is Amendment No. 1 to the Registration Statement referenced above (as amended, the
“Registration Statement”). The Company is filing this Registration Statement in response to
comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
contained in a letter dated June 1, 2005 (the “Letter”) to Mr. Sam K. Reed, Chief Executive Officer
of TreeHouse. For the convenience of the Staff, we are sending in paper format by hand delivery
copies of this letter and the Registration Statement, marked to reflect all changes since the
previous filing, as well as supplemental materials in support of certain statements made by Mr.
Reed in his letter to TreeHouse stockholders, which accompanies the information statement filed as
Exhibit 99.1 to the Registration Statement. The responses contained herein are based upon
information provided to Wilmer Cutler Pickering Hale and Dorr LLP by the Company. The responses
are keyed to the numbering of the comments in the Letter and to the headings used in the Letter.
In most instances, the Company has responded to the comments in the Letter by making changes to the
disclosure set forth in the Registration Statement.

The Distribution, page 21

    Comment 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.

Securities and Exchange Commission

June ˜, 2005

Page 2

    Response:

    The Company has revised the Registration Statement in
response to the Staff’s comment. Please see page
˜ of the information statement. Upon further
review, it was determined that Dean Foods Company
(“Dean Foods”) did not receive inquiries from
prospective purchasers of its Specialty Foods Group
business in 2004, although it had received such
inquiries prior to the time in early 2004 that Dean
Foods’ management began to consider strategic
alternatives for Dean Foods’ Specialty Foods Group
business. Accordingly, this language has been deleted.

    Comment 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”?

    Response:

    The Company has revised the Registration Statement in
response to the Staff’s comment. Please see page
˜ of the information statement.

    Comment 3:

    Expand the discussion in the fourth paragraph to
quantify, and describe the terms of, the equity
investment to be made by Mr. Reed and the other
managemen