SecProbe.io

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

         DIVISION OF
CORPORATION FINANCE
June 7, 2005

via U.S. mail
Michael Mendes
President and Chief Executive Officer
Diamond Foods, Inc.
1050 South Diamond Street
Stockton, California 95205-7087

	Re:  	Diamond Foods, Inc.
Amendment No. 2 to Registration Statement on
Form S-4
Filed May 27, 2005
      File No. 333-123574
      	Amendment No. 3 to Registration Statement on
      	Form S-4
      	Filed June 2, 2005
      	File No. 333-123574

Dear Mr. Mendes:

      We have reviewed the above filings 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.

Form S-4

General

1. We note your responses to prior comments 3, 4 and 9.  Although
you
now include a "minimum" price and size for the initial public
offering, many of the concerns we raised previously still apply to
the new disclosure.  Recast the entire document so that your
presentation emphasizes the "worst-case scenario," as prior
comment 9
indicated.

2. Make revisions throughout so that the reader is first presented
with the minimum parameters and the assurance that members` votes
will be resolicited in the event that the minimums are not met.
Also
recast the disclosure so that references to the proposed offering
size and price are presented only as your goals and not as the
default situation.  In that regard, we also refer you to comments
31(b) and 33 from our comment letter dated April 25, 2005.  We may
have additional comments when you make corresponding revisions,
not
limited to but including each of the following disclosure areas:

* potential cash election;
* use of proceeds;
* amounts "expected" for each item;
* tabular presentations; and
* pro forma financial information.

3. Continue to present conflicts of interest assuming the larger
offering size and prices you used for purposes of the current
disclosure.  With regard to prior comment 6, revise the references
that appear on the cover page and elsewhere to eliminate the
suggestion that the directors merely "may" have such interests or
that such interests might only possibly differ from those of other
members.  The use of "may" appears inappropriate under the
circumstances.

4. Notwithstanding the information that will appear in exhibit
99.20,
also present in the main text a more clear and concise picture of
what an individual member will receive in the transaction.
Provide
additional or modified tabular disclosure to show examples with
several assumed values.  See also prior comment 33 from our April
25
letter.

5. We note your response to prior comment 10 and the revised
disclosure on page 28 of the amended registration statement.
Please
clarify the information in the last column of the table entitled
"Value of Shares Distributed to Members" by including a footnote
that
explains that the figures shown reflect the value of the 6,726,874
shares you plan to distribute to members plus an additional
1,333,333
shares that would also be distributed if less than 4,000,000
shares
are sold in the initial public offering.

Prospectus Cover Page

6. Make clear that members will not know when they cast their
votes
exactly what they will receive in the conversion.  Briefly mention
that the distribution in the conversion will be based on each
member`s patronage; refer the reader to the detailed disclosure
that
appears in each member`s version of exhibit 99.20 for additional
detail; and add a cross reference to the detailed discussion that
appears in the section captioned "Plan of Conversion - What You
Will
Receive in the Conversion."

Questions and Answers - Q30 - When do you expect the conversion to
be
completed?

7. We note that you expect to complete the conversion by August
2005.
If the conversion is significantly delayed for whatever reason,
tell
us whether you would provide members with updated information and
resolicit the vote.  If you would not do so, tell us why not.

The Plan of Conversion, page 26

What You Will Receive in the Conversion, page 26

8. Please include an explicit reference to the amount of the
underwriting discount.

Exhibit 8.1

9. Prior to requesting accelerated effectiveness, you will need to
obtain and file a signed opinion of counsel.

Proposed Correspondence with Members (Draft)

10. Your references to the staff and to the Commission are
inappropriate and inaccurate.  Remove all references to the staff
and
the review process, and eliminate any suggestion that the
Commission
in any way grants "approvals" to your filings.  The language that
you
have included on the cover page pursuant to Item 501(b)(7) of
Regulation S-K makes clear that the Commission will not "approve"
of
your disclosure.

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.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of an amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please direct questions regarding accounting issues and
related
disclosures to Sandra Eisen at (202) 551-3864, or in her absence
to
Barry Stem, Senior Assistant Chief Accountant, at (202) 551-3763.
Direct all other questions to Mellissa Campbell Duru at (202) 551-
3757 or, in her absence, to Timothy Levenberg, Special Counsel, at
(202) 551-3707.

        	            					Sincerely,

                              H. Roger Schwall
				Assistant Director

      cc: 	W. Hughes, Esq.
                  	H. Nash, Esq.
            	Fenwick & West LLP
      (415) 281-1350 (via facsimile)

      M.Duru
           	S. Eisen
           	T. Levenberg
           	B. Stem
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Diamond Foods, Inc.
June 7, 2005
page 5

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