SecProbe.io

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Mail Stop 6010
      August 15, 2005

George E, Mileusnic, Chief Financial Officer
Caribou Coffee Company, Inc.
3900 Lakebreeze Avenue, North
Brooklyn Center, Minnesota 55429

      Re:	Caribou Coffee Company, Inc.
      Registration Statement on Form S-1
      Filed July 19, 2005
		File No. 333-126991

Dear Mr. Mileusnic:

      We have reviewed your filing and 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
information so we may better understand your disclosure.  After
reviewing this information, we may 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Cover Page

1. Please confirm that any preliminary prospectus you circulate
will
include all non- Rule 430A information.  This includes the price
range and related information based on a bona fide estimate of the
public offering price within that range and other information that
was left blank throughout the document.  Also, note that we may
have
additional comments after you file this information.

2. Please note that we will also have additional comments when you
complete the various blanks throughout the filing that are not
price
related.
3. Please give us copies of any graphics you intend to use in your
prospectus.

Our Majority Shareholder, page 3

4. In view of its recent name change please disclose the former
name
of Arcapita Bank B.S.C. (c).

Summary Financial and Other Data, page 5
Selected Consolidated Financial and Other Information, page 23
MD&A, page 37

5. We note that you have presented two non-GAAP financial measures
in
your filing, EBITDA and Adjusted EBITDA which you state that
management uses as measurements of operating performance and which
you reconcile to net income.  We believe that because your non-
cash
closing costs and asset disposals are recurring items, they should
not be included in an adjustment to a non-GAAP performance measure
as
outlined in Item 10(e)(ii)(B) of Regulation S-K.  Please remove
this
adjustment.  We also believe that by adding back minority interest
to
net income, you are presenting net earnings of ownership interests
in
your two consolidated joint ventures to which you are not
entitled.
We believe that this presentation is prohibited under Item 10 of
Regulation S-X and would also like you to remove this adjustment
to
"Adjusted EBITDA" in your next amendment.   See Question 8 of
Frequently Asked Questions Regarding the Use of Non-GAAP Financial
Measures issued June 13, 2003.  Additionally, we understand from
your
MD&A section that the caption lease financing expense, net
includes
several types of items.  Please ensure you only include interest
expense in your EBITDA calculation.

Summary Financial and other Data, page 6

6. Please explain the term "comparable coffeehouse net sales."
Also,
clarify whether this figure includes the net sales of closed
facilities.

7. Please add a note to the table to briefly explain that the
company
plans to retire its capital equipment lease obligations with
offering
proceeds.

If we are not able to grow our business..., page 9

8. Please revise the risk factor caption to reflect the risk
described in the first sentence of the paragraph below the bullet
points.

Capitalization, page 21

9. We note your disclosure that the actual column reflects the
stock
split of common shares that will occur immediately prior to the
closing and that the adjusted basis also gives effect to the stock
split of common shares.  Please revise your disclosures so that
the
stock split is discussed only in relation to the actual column,
since
the stock split should be retroactively reflected in your
historical
financial statements and related disclosures for all periods
presented, as indicated in our comment below.

We may be subject to adverse publicity resulting from the alleged
statements ..., page 17

10. Please tell us, with a view to disclosure, more background
about
the statements, such as describe the statements made and identify
who
made them.  Also revise the risk factor to clarify the risk.

Management`s Discussion and Analysis..., page 27

Liquidity and Capital Resources, page 35

11. We note that you have a negative working capital balance at
both
December 28, 2003 and January 2, 2005.  Please revise your
liquidity
disclosure to include management`s plans to remedy the deficiency
and
discuss any potentially adverse impact on the Company if it is
unable
to do so.  Additionally, disclose any reasonably possible outcomes
to
your lack of liquidity, such as the need to curtail your
operations,
inability to implement your business plan, etc.
12. Please disclose the average or range of typical costs per
store
for leasehold improvements and capital equipment.  Clarify the
source
of financing for leasehold improvements.  For example, are they
included in the capital leases?

13. Please discuss the effect on liquidity and capital resources
from
the restrictions discussed in the carryover paragraph at the
bottom
of page 16.

Quantitative and Qualitative Disclosures About Market Risk, page
39

14. Revise to discuss the impact of a hypothetical 10% increase or
decrease in LIBOR without giving effect to the expected repayment
of
the existing lease financing arrangement with a portion of the net
proceeds from the offering.

Growth Strategy, page 44

15. Please briefly describe the known competitive circumstances in
the intended foreign license area.

Coffeehouse Design and Atmosphere, page 47

16. Please clarify why your designs and layouts may appeal to
international customers.
17. Please discuss the company`s policies regarding major
renovation
or remodeling of retail stores, including categories of items
replaced, time periods and costs.

Site Selection and Construction, page 48

18. Please explain your site selection process in the areas of
existing Starbucks stores.

Licensing, page 50

19. Please describe the current and expected basic terms of your
licensing agreements.  For example, who will be responsible for
startup costs?  What are the anticipated license fees and royalty
arrangements?  Will licensees be required to purchase coffee and
other inventory and supplies from you?
20. Please disclose any material relationships with the licensee.

Headquarters and Roasting Facility, page 52

21. If material, please quantify the capacity of the coffee
roaster
and the packaging station.

Management, page 55

22. With respect to Mr. Coles please clarify his principal
business
occupation(s) from 2000 to 2003.
23. Please state the date Mr. Coles was elected chairman.
Describe
the relationship of that election to his appointment as Chief
Executive Officer"
24. Please discuss, if applicable, policies regarding
representation
of Arcapita on the Board.

Board Committees, page 57

25. Please disclose the number of authorized directors and
describe
how and when you will nominate and elect additional directors to
meet
your stated goals.

Executive Officer Compensation, page 58

26. Please describe the "Senior Executive 2005 Supplemental Bonus
Plan" and the "Annual Support Center and Field Management Bonus
Plan."   We note that Exhibits 10.7 and 10.8 are each a "Summary"
of
such plans.  Also, file the plans as exhibits.

2005 Equity Incentive Plan, page 60

27. Please revise to describe in greater detail the "certain
changes
in our corporate structure or capitalization" contemplated by the
plan.  Describe what corresponding "appropriate adjustments" will
be
made.

Employment Agreements, page 61

28. With regard to Mr. Coles, state the exercise price(s) and
expiration date(s) of the 100,000 options.  Briefly describe the
exercise price basis.  Provide similar information regarding
options
granted to Mr. Mileusnic and Ms. O`Neil.
29. Please revise to clarify the relationship between the "target
annual bonuses" and the "Senior Executive 2005 Supplemental Bonus
Plan."

Reserved Shares, page 74

30. We note that the underwriters have reserved a certain number
of
shares to be sold in this offering to directors, officers,
employees,
business associates and related persons.  Please provide us with
the
following information:

* Please tell us the circumstances leading to the allotment of
shares
being reserved, including the timing and content of all
communications with potential participants;

* Provide details on how the reserved share plan is being
conducted,
including how the prospective participants and the number of
reserved
shares will be determined;

* Tell us whether purchasers are required to establish accounts
with
the underwriters before the effective time, and, if so, whether
any
funds are deposited into any newly established brokerage accounts
before the effective date of the registration statement;

* Tell us whether the procedures for the reserved shares differ
from
the procedures for the general offering to the public;

* We note that some of the persons who may purchase the shares are
also within the categories of persons described in Item 404 of
Regulation S-K.  If applicable, please add the disclosure required
by
Item 404 in an appropriate place in your document; and

* Provide a copy of all written material used in connection with
the
reserved share program and analyze how that material is consistent
with Rule 134.

Electronic Sale, Offer and Distribution, page 76

31. We note your disclosure that in connection with the offering
Merrill Lynch will be distributing the prospectus electronically.
Please describe to us the procedures for the electronic offer,
sale
and distribution of the shares.  If you become aware of any
additional members of the underwriting syndicate that may engage
in
electronic offers, sales or distributions after you respond to
this
comment, promptly advise us of the identities of those members and
provide us with a description of their procedures.

Also, in your discussion of the procedures, tell us how your
procedures ensure that the distribution complies with Section 5 of
the Securities Act.  In particular:

* the communications used;

* the availability of the preliminary prospectus;

* the manner of conducting the distribution and sale, such as the
use
of indications of interest or conditional offers; and

* the funding of an account and payment of the purchase price.

Finally tell us whether you or the underwriters have any
arrangements
with a third party to host or access your preliminary prospectus
on
the internet.  If so, identify the party and the website, describe
the material terms of your agreement and provide us with a copy of
any written agreement.  Provide us also with copies of all
information concerning your company or prospectus that has
appeared
on their website. Again, if you subsequently enter into any such
arrangements, promptly advise us of such arrangements.

We may have further comment.

Financial Statements

32. We note that you will be effecting a stock split immediately
prior to the closing of the offering.  Please revise your
financial
statements and all related disclosures to give retroactive effect
to
the stock split.  Additionally, please add a note to the financial
statements discussing this retroactive adjustment.  See Paragraph
54
of SFAS 128 and SAB Topic 4C.

Consolidated Balance Sheets, page F-11

33. We note that accrued expenses comprise approximately 50% of
total
current liabilities.  Please revise your disclosure to show any
amounts that are greater than 5% of total current liabilities.
See
Rule 5-02.20 of Regulation S-X.

Consolidated Statements of Operations, page F-12

34. We note from page 31 of your MD&A that lease financing expense
as
presented on the statement of operations, is a net amount
consisting
of the payment of rent and the amortization of deferred financing
fee
under your lease financing arrangement, net of interest income
from
notes receivable.  Please tell us why you believe it is
appropriate
to reflect interest income from notes receivable as a component of
lease financing expense.  Additionally, please tell us how you
have
determined or calculated the amount of amortization of deferred
financing fees recorded.  We may have further comment upon receipt
of
your response.
35. We note that you have presented minority interest above the
provision for income taxes on the face of the statements of
operations.  Please revise your presentation to show minority
interest below income (loss) before provision for income taxes and
the provision for income taxes.  See Rule 5-03.12 of Regulation S-
X.

Consolidated Statements of Cash Flows, page F-14

36. Please explain why the amounts of the "provisions for closing
expense and asset disposals" reflected in your consolidated
statements of cash flows for all periods presented do not agree to
the amounts reflected in "Closing expense and disposal of assets"
reflected in your consolidated statements of operations. Please
advise or revise as appropriate.
37. We note from your statements of cash flows that the management
fee paid to an affiliate`s stockholder was amortized into expense
in
2002 and 2003.  Please tell us and disclose in Note 12 the amount
of
any expense for these management fees recognized during all
periods
presented.  Also, if no expense was recognized in 2004 and
services
were provided, please tell us your basis for not recognizing the
related expense.

Notes to the Financial Statements

Note 1. Business and Summary of Significant Accounting Policies

38. Please tell us and disclose in Note 1 the Company`s ownership
interest in the controlled affiliates which the Company
consolidates
in its financial statements. Additionally, if the ownership
interest
held by the Company does not exceed 50%, please explain in detail
why
the Company believes that it controls these entities and that the
use
of consolidation accounting is appropriate.

Note 2.  Store Closings and Asset Disposals

39. We note that during the last three years you impaired or wrote
off the carrying value of fixed assets that were abandoned or
disposed due to coffeehouse closings.  Please tell us whether any
of
the assets met the criteria to be classified as held for sale, as
outlined in paragraph 30 of SFAS No. 144.  If so, please explain
why
no assets held for sale have been reflected in your balance sheets
in
accordance with paragraph 46 of SFAS No. 144.  Additionally,
please
tell us why you have not presented the results of operations for
the
stores that have been closed or planned to be closed as
discontinued
operations.  See paragraphs 42 and 43 of SFAS No. 144.
40. We note that you recognized a loss in the year ended January
2,
2005 in connection with consolidation of your corporate
headquarters,
warehouse and roasting facilities.  Please revise your disclosure
to
include the facts and circumstances leading to the consolidation
and
the expected completion date.  Also, for each major type of cost
associated with the activity (for example, one-time termination
benefits, contract termination costs, and other associated costs),
disclose: (1) the total amount expected to be incurred in
connection
with the activity, the amount incurred in the period, and the
cumulative amount incurred to date; and (2) a reconciliation of
the
beginning and ending liability balances showing separately the
changes during the period attributable to costs