SecProbe.io

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      December 19, 2005

via U.S. Mail
Joseph Conklin, Esq.
Senior Vice President & General Counsel
Atkins Nutritionals Holdings, Inc.
105 Maxess Road
Suite N109
Melville, NY 11747

Re:	Atkins Nutritionals  Holdings, Inc.
		Application for Qualification of Trust Indenture on
      Form T-3
      Filed November 17, 2005
      File No. 22-28799
      Amendment No. 1 to Form T-3
      Filed December 6, 2005
      File No. 22-28799

Dear Mr. Conklin:

      We have limited our review of your filing to Items 2 and 8
of
the Form T-3.  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
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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. We note that you have not yet filed the Form T-1.  Upon the
selection of an eligible trustee and prior to the effectiveness of
the Form T-3, you must file a Form T-1 as an exhibit to the Form
T-3.

2. We note the representation regarding the approximate public
offering date.  Please confirm to us that no sales of the
securities
will be made until such time as the T-3 is effective.

Item 2.  Securities Act Exemption Applicable, page 2

3. Please revise to specify the number of contingent value rights
being offered.

Item 8.  Analysis of CVR Agreement Provisions

4. Expand the disclosure under this item to succinctly explain the
circumstances under which the contingent value rights will be
redeemable by their holders.

Closing Comments

      As appropriate, please amend your qualification statement in
response to these comments.  You may wish to provide us with
marked
copies 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.

 	Notwithstanding our comments, in the event the company
requests
effectiveness of the Form T-3, 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 a 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 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.

	Please contact Mellissa Campbell Duru at (202) 551-3757 with
any
questions or
Timothy Levenberg, Special Counsel at (202) 551-3707.

      Sincerely,

							H. Roger Schwall
							Assistant Director
cc: 	via facsimile
	Simeon Gold, Esq.
	Weil Gotshal
	(212) 310-8007

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Mr. Conklin
Atkins Nutritionals Holdings, Inc.
December 19, 2005
page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010

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