SecProbe.io

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

         DIVISION OF
CORPORATION FINANCE
May 19, 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/A filed on May 3, 2005
      File No. 333-123576

      Form S-4/A filed on May 3, 2005
      File No. 333-123574

      Response Letter and Supplemental Materials dated May 3, 2005

Dear Mr. Mendes:

      We have reviewed the above filings and submissions and have
the
following comments.  We have limited our review to the areas
commented on below.  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 comments are inapplicable
or
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.

	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. We restate our prior comments 1, 2 and 3.  Also, you may
discuss
with us by telephone how you propose to address remaining gaps in
biographical sketches.
Unaudited Pro Forma Condensed Financial Information

2. We note your response to prior comment 15.  Please clarify in
the
introductory paragraphs to this section how you calculated total
pro
forma shares.  We note that in your next to last paragraph on page
22
of the Form S-1/A, you indicate that grants of options and
restricted
stock are excluded from your pro forma financial information.

Form S-4

General

3. We continue to have significant concerns regarding the
presentation and substance of your proposed disclosure relating to
the initial public offering, including the following terms or
disclosure items:
(a) the potential proceeds, including the absence of any minimum
amount,
(b) the potential cash election by members,
(c) the proposed uses for the proceeds,
(d) the absence of a minimum price for the offering,
(e) the absence of a minimum number of shares being offered,
(f) the amounts you "expect" or "currently" expect for each item
and
(g) the assumptions you make throughout the document concerning
these
matters.

We address many of these items in specific comments that follow,
but
we feel it necessary to reissue many of our prior comments
notwithstanding your responses and proposed revisions.

4. We therefore reissue comments 31, 32, 33, 41 and 47.  Make
corresponding revisions throughout your document, including to the
cover page, the Risk Factors section and elsewhere as appropriate.
For example, wherever you refer to the potential for receipt of
cash,
state clearly that cash will only be an option if your IPO
includes
more than 4,000,000 shares and if enough remains after paying any
dissenters.

5. In your response to prior comment 40, you refer us to Exhibits
10.24 and 10.25.  It is not apparent that 10.24 contains a
surrender
of rights with respect to the payments referenced on page 1 of the
S-
4 prospectus.  Further, we also note that the amendments
delineated
in Exhibit 10.24 do not become effective unless the conditions
specified in Article 5 are met.  Consequently, we reissue our
prior
comment 40 and request that you provide support for your
statements
in the prospectus.

6. Wherever you refer to the recommendation of the board, identify
the conflicts of interest members faced and the benefits they will
receive - individually and as a group -- as a result of the IPO
and
conversion.  Quantify the amount of the cash value of the shares
to
be received under the 2005 Equity Incentive Plan.  Make necessary
revisions to the response to "Q27" on page 9, identifying the
"some"
with the additional interests.  See also prior comment 42.
Risk Factors, page 13
7. We reissue our prior comment 46.  For example, it appears that
not
all of the risks related to the conversion have been identified.
It
appears that there is a potential risk that member growers will
receive a price for their walnuts that is less than what they
historically have been accustomed to receiving because of the
manner
in which prices will be established under the Walnut Purchase
Agreements.  And are there no particular risks related to your
indebtedness nor related to the countries in which you do
business?
Risks Related to the Conversion, page 13
       "Members will not know the exact value of shares," page 13
8. Make clear that no cash will be available for distribution to
members if fewer than 4,000,000 shares are sold in the initial
public
offering.  Clearly indicate that only amounts in excess of
4,000,000
shares are intended to be used to honor cash requests.  Further,
consider providing a cross-reference to the more detailed
disclosure
regarding the range of estimated proceeds members could receive
that
is currently on page 26 of the revised prospectus.
	"If the conversion is approved," page 13
9. Please further emphasize the risk to members should the initial
public offering price fall below the range specified in the
prospectus by providing an example of how much less money and
value
members would receive should the price received be substantially
below the $14-$16 range.  Provide a cross-reference to the revised
disclosure on page 25.  In general, your disclosure throughout the
document should indicate that members need to make their decisions
assuming the worst-case scenario since you do not intend to
resolicit
their votes under any circumstances.

Plan of Conversion, page 24
10. We note the revisions on page 25.  Add a new table which shows
the impact of a reduction in the number of shares being sold in
the
IPO.
11. Also revise the table on page 26 so that you not only reflect
the
uncertainty regarding member requests for cash but also reflect
the
uncertainty associated with the number of shares that are actually
sold in the offering.  As done on page 25, the table should
provide
examples of the range of shares that could be sold both above and
below the 5,333,333 shares being offered in order to highlight the
fact that (i) cash consideration remains static at $18.6 million
even
if more than 5,333,333 shares are sold and (ii) even if members
elect
to receive cash, no cash will be distributed if fewer than
4,000,000
shares are sold in the offering.
Exhibit 8.1

12. Obtain an opinion that does not suggest that "any other person
or
entity" may not rely on the opinion.

Exhibit 99.18

13. Concisely indicate what members will receive in the proposed
conversion.

Form S-1

Exhibit 5.1

14. Obtain an opinion that does not include the limitation "and in
accordance with the resolutions adopted by the Company`s Board of
Directors and to be adopted by the Pricing Committee of the
Company`s
Board of Directors."  If necessary, it appears that counsel may
obtain and rely upon company certificates in that regard.

Closing Comments

      Please amend your registration statement in response to
these
comments.  You may wish to provide us with a marked copy 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 filings 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      No other review of the registration statement has been made.
All persons who are by statute responsible for the adequacy and
accuracy of the registration statement are urged to be certain
that
all information required under the Securities Act of 1933 has been
included.  You are also reminded to consider applicable
requirements
regarding distribution of the preliminary prospectus.

      Please direct questions regarding accounting issues and
related
disclosures to Sandra Eisen at (202) 942-1805, or in her absence
to
Barry Stem, Senior Assistant Chief Accountant, at (202) 942-1919.
Direct all other questions to Mellissa Campbell Duru at (202) 942-
1930 or, in her absence, to Timothy Levenberg, Special Counsel, at
(202) 942-1896.  Please send all correspondence to us at the
following ZIP code:  20549-0405.

        	               					Sincerely,

                              H. Roger Schwall
					Assistant Director

cc: 	M.Duru
      T. Levenberg
      S. Eisen
      B. Stem
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Diamond Foods, Inc.
May 19, 2005
page 5

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