SecProbe.io

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

         DIVISION OF
CORPORATION FINANCE
April 25, 2005

via U.S. mail	via facsimile
Michael Mendes	Gordon K. Davidson, Esq.
President and Chief Executive Officer	Kathleen Kehoe Greeson,
Esq.
Diamond Foods, Inc.	(415) 281-1350
1050 South Diamond Street
Stockton, California 95205-7087

Re:  	Diamond Foods, Inc.
	Form S-1 filed on March 25, 2005
      File No. 333-123576

      Form S-4 filed on March 25, 2005
      File No. 333-123574

Dear Mr. Mendes:

      We have reviewed your filings and have the following
comments.
We have provided comments with respect to both the Form S-1 and
Form
S-4 registration statements in this letter. Where indicated, we
think
you should revise your documents 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.

Forms S-1 and S-4

General
1. Where comments on a section that appears in one registration
statement also could apply to disclosure that appears elsewhere in
the document or in the other registration statement, please make
parallel changes to all affected disclosure.  This will eliminate
the
need for us to repeat similar comments.
2. Update the documents to provide the latest available
information.
For example, please update the information regarding the status of
your application for quotation on the Nasdaq National Market, as
well
as the date by which you "expect" to complete the conversion.

3. Fill in all information you currently omit.  For example, you
must
identify any new directors or nominees when their identities
become
known.  You need to identify how long your directors and nominees
have served as directors.  You need to cover all employment in the
five year period, for example in the sketch you provide for Mr.
Warren.  And you should eliminate blanks where they currently
appear
in your documents, such as at pages 66 and 67 of the Form S-1 and
page 95 of the Form S-4.

4. We will need time to review all omitted exhibits, including the
opinions of counsel, form of proxy and "conversion election form."
You can expedite the review process by providing all this
information
and all these documents promptly.  We may have additional
comments.

5. Throughout the Form S-1 and S-4 disclosure, you make reference
to
the 606,460 shares of restricted stock that will be awarded to
executive officers under the 2005 Equity Incentive Plan for a
"nominal price" concurrently with the completion of the IPO.
Revise
this disclosure to disclose the nominal price or the basis upon
which
such price will be determined and the possible discount this will
represent to the IPO price as currently estimated.  Also, please
provide the disclosure required by Item 506 of Regulation S-K with
respect to dilution and the impact to investors as a result of the
share issuances to insiders of the company.  We may have further
comments.

6. Explain in context technical or industry terms like
"patronage",
"patronage business" and "non-patronage business" at first usage.

7. The suggestion that the disclosure "is accurate only as of the
date on the front cover" is inappropriate.  Please revise to
remove
this suggestion.

8. Monitor your need to update your financial statements, as
required
by Regulation S-X, Rule 3-12.

9. Please insert bold vertical lines to separate audited
information
from unaudited information wherever financial statements or charts
are presented.

10. Provide updated consents from your independent accountants in
the
next amendment.

Summary Consolidated Financial Data

11. Eliminate the "Supplemental condensed financial information"
for
2003 and 2002 and identify the 2004 information as "pro forma."
Information regarding what your margins might have been in 2003
and
2002 after adjustments for estimated purchase costs of walnut
inventories and full income tax expense as if you had been a
public
for-profit company in those years should be limited to the
Business
and/or Management`s Discussion and Analysis sections.

12. Move the "balance sheet data" directly below the "statement of
net proceeds data" and before the "other data."

Unaudited Pro Forma Condensed Financial Statements

13. Please add disclosure that explains why you do not believe it
appropriate to provide a pro forma condensed statement of
operations
for the interim period ended January 31, 2005.  Also add
disclosure
explaining why it is inappropriate to adjust the inventory balance
in
your pro forma balance sheet at January 31, 2005.

14. Please disclose the average price and quantity of walnuts used
by
you to determine estimated walnut acquisition costs for each
period
presented.

15. Tell us how you arrived at 12,666,667 shares used for
calculating
pro forma net income per share.  In this regard, also support your
conclusion not to include restricted stock grants to be granted to
management upon the effectiveness of your offering.

16. We note a line item of $2.1 million for an investment in
CoBank.
The notes to the unaudited financial statements do not adequately
explain what this investment is, nor do you identify Co-Bank in
the
Liquidity and Capital Resources discussion of MD&A.  Please revise
your disclosure to explain in greater detail, what this investment
consists of.  We may have further comments.

Management`s Discussion of Analysis and Financial Condition and
Results of Operations

Supplemental Financial Information

17. Clearly identify in the header of your chart that the figures
provided are unaudited and pro forma.  Additionally, provide the
average price and quantity of walnuts used by you to determine
estimated walnut acquisition costs for each period presented.
Please
review your current presentation for conformity with the related
instructions provided to you in our letter dated February 25,
2005,
for other required disclosure.

18. Please tell us why you do not believe inventory valuation is a
critical accounting policy.

Historical Financial Statements

		Consolidated Statements of Cash Flows, page F-6

19. Please present additions to long-term obligations separate
from
payments of long-term obligations.  Refer to FAS 95, paragraph 31.

Note 1 - Business and Significant Accounting Policies, page F-7

			Slotting and Other Contractual Arrangements, page
F-9

20. Tell us why you believe it is appropriate to characterize
slotting fee payments as expense rather than as a reduction of
revenue.  Please discuss the specific accounting literature upon
which you relied.

		Note 6 - Segment Disclosures, page F-13

21. Supplementally support your conclusion that you operate in a
single segment.  Please provide us with your detailed analysis.
This
would include your analysis of whether your business is comprised
of
multiple operating segments meeting the definition provided in FAS
131, paragraph 10 and, if so, how those operating segments meet
the
aggregation criteria described in paragraph 17.  Submit to us all
reports, financial summaries, schedules and information memoranda
given, during the fourth quarter of your most recently completed
fiscal year and during your most recent quarter, to your chief
operating decision makers and board members who are responsible
for
allocating resources and assessing performance of the enterprise.
Identify the frequency with which each of these documents is
prepared
and to whom they are delivered.  Provide us with an organizational
chart showing all personnel involved in managing your organization
at
the executive and senior executive levels, indicating the name of
the
employee and job function.

Form S-1
Prospectus Summary, page 1
22. Provide us with objective support for subjective/comparative
statements you make throughout your disclosure.  Also clarify in
context what terms like "leading" signify.  It appears that you
use
the term with more than one connotation.  Clarify in each case
whether you intend it to refer to market share or some other
measurement standard.  This is not a complete list, but examples
of
assertions that require support or further clarification include
the
following:
(a) "we are the leading domestic and international marketer of a
broad range of culinary nuts" (where you fail to discuss your
international market share);
(b) "Diamond California is the leading brand of culinary and in-
shell
nuts in the United States;" and
(c) "we are the leading innovator of nut products..."

Unless you can provide objective supplemental support for
statements,
including your market share and market growth forecasts, this type
of
language and terminology generally is not appropriate.  Additional
examples of subjective language or statements attributed to
unnamed
third parties include the following:

(d) the fat in nuts "is beneficial unsaturated fat, which has been
demonstrated to lower cholesterol;"
(e) omega-3 "has been shown to help reduce cholesterol, blood
pressure and the risk of heart disease" (more complete disclosure
would address who demonstrated this and whether there are other
studies that suggest otherwise);
(f) the company is "associated with reliably high-quality, healthy
products" (it is unclear who makes this association); and
(g) "our advanced processing capabilities differentiate us from
our
competition by allowing us to offer higher quality and more
innovative products."

23. Provide a concise and balanced summary of the material
information you disclose elsewhere.  If you emphasize your
strategy
and strengths, balance that with the attendant risks, drawbacks
and
challenges you face.

24. Eliminate repetition in this section and elsewhere.  For
example,
you mention at both pages 1 and 2 that you are the "leading brand"
of
culinary nuts with a market share more than three times that of
your
nearest competitor.

Liquidity and Capital Resources, page 31

25. Provide a more complete discussion of the timetable during
which
you expect your funds to be sufficient, rather than only through
July
31.  If you are unable to include this information, describe in
necessary detail the reasons for your uncertainty in that regard.
We
note the disclosure in the first sentence in the Risk Factor
captioned "Our ability to raise capital."  We may have additional
comments.

Business, page 36

26. Explain what significance "all commodity value" has and why
you
cite it at page 36.  Provide us with all reports to which you
refer,
and explain whether any numbers or findings you cite are contained
in
reports you funded or were performed by organizations with which
you
are affiliated.  We may have additional comments.

Management, page 46

27. Disclose in a new appropriately captioned subsection in the
Management section, the composition, function and purpose of the
Grower Executive Council that you cite at page 61.  Also make
clear
where you discuss the Council that it will be comprised of all
directors who will not continue as directors.  Disclose in
necessary
detail, including quantification, the compensation and benefits
members of the Council will receive.

Shares Eligible for Future Sale, page 68

28. At page 5 of the Form S-4, you indicate that your advisors
"have
recommended these restrictions ... to promote an orderly initial
trading market" for your shares.  But in the fourth paragraph of
this
section, you indicate that the underwriters may in their sole
discretion at any time and without notice release all of the
shares
subject to the lock-ups.  Advise us whether there are any
agreements,
understandings or intentions, tacit or explicit, to release any of
the shares from the lock-ups prior to the expiration of the
corresponding period.  And emphasize in the Risk Factors
discussion
the discretionary power to release all such "locked-up" shares.

Plan of Distribution, page 71

29. We note that your underwriters will engage in an electronic
offer, sale or distribution of the shares.  Please describe their
procedures to us supplementally.   Please consult Release Nos. 33-
7233 and 33-7289 for guidance.  Also, in your discussion of your
procedures, tell us how your procedures ensure that the
distribution
complies with Section 5 of the Securities Act.  We may have
further
comments.

30. You indicate that a prospectus in electronic format may be
made
available on the websites maintained by one or more of the
underwriters.  If agreements exist outlining these arrangements,
provide us a copy of such agreements and describe their material
terms.  If you subsequently enter into any arrangements with a
third
party to host or access your preliminary prospectus on the
Internet,
promptly supplement your response and update your disclosure.  We
may
have further comments.

Form S-4

General
31. It appears that the planned initial public offering that is a
condition to the conversion contains no minimum size, per share
price
or net proceeds provisions.  But you do not adequately emphasize
this
substantial uncertainty and risk on the cover page and throughout
the
materials.  You suggest at page 24 that "even if we complete" the
IPO
below the ranges you disclose, you "will not be required to, and
we
do not intend to, resolicit votes approving the conversion."
(a) Recast the disclosure throughout to apprise members of the
risks
that would result should the IPO go forward despite only resulting
in
nominal proceeds and a nominal per-share price.
(b) Make clear that members should vote assuming that the IPO
obtains
only nominal proceeds, including the ramifications on all
calculations and the implied value of the shares they would
receive.
(c) We will address other related issues on this subject in
several
comments that follow below, but we may have additional comments
once
we review the new responsive disclosure you provide.

32. Explain why you believe you would not be required to resolicit
the vote in the event that you conduct the initial public offering
at
a different prize or size than you disclose.  It is unclear how
you
believe your members would be able to make an informed investment
decision under those circumstances.  We may have additional
comments.
33. Substantially enhance your presentation of the consideration
members will receive to provide simple but complete illustrative
examples.  Ensure that your tabular presentations provide the
possible minimum proceeds scenarios, various possibilities
regarding
the amount of cash chosen, as well as an explanation of why you
have
chosen particular data points or made certain assumptions.  For
example, absent improved disclosure, the table at page 23 -
including
the unexplained entries at column 1 -- does not appear useful.
Similarly the cover page references to "estimated value" and
"average
value" appear inappropriate given the substantial uncertainty with
regard to the actual size and nature of the IPO.  We may have
additional comments.

34. Expand the section in which you describe the background of the
proposed conversion.  See generally Item 4 of Form S-4.  Disclose
how
this idea developed, what other transactions have been considered
and
why each was rejected and why the board is recommending this
particular transaction at this point in time.  We may have
additional
comments.
35. Provide the