SecProbe.io

May 22, 2012

Via Secure Email
Sandra Buffa
Chief Financial Officer
Natural Grocers by Vitamin Cottage, Inc.
12612 West Almeda Parkway
Lakewood, CO  80228

Re: Natural Grocers by Vitamin Cottage, Inc.
Confidential Draft Registration Statement on Form S -1
Submitted April 25, 2012
  CIK No. 1547459

Dear Ms. Buffa :

We have reviewed your confidential draft registration statement  and have the following
comments.  In some of our comments, we  may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended confidential draft registration statement or filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendm ent is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended confidential draft registration statement or filed registration statement,  we may have
additional comment s.

Confidential Draft Registration Statement on Form S -1
1. Since you appear to qualify as an “emerging growth company,” as defined in the
Jumpstart Our Business Startups Act, please revise your registration statement to:

 Describe how and when a company may lose emerging growth company status;  and

 Briefly describe the various exemptions that are available to you, such as exemptions
from Section 404(b) of the Sarbanes -Oxley Act of 2002 and Section 14A(a) and (b)
of the S ecurities Exchange Act of 1934.

Sandra Buffa
Natural Grocers by Vitamin Cottage, Inc.
May 22, 2012
Page 2

 2. Please provide us with any gatefold information such as pictures, graphics or  artwork that
will be used in the prospectus.   In this regard, we note your bracketed statement on the
inside cover page of the prospectus that references “Art to Come.”
3. We note that you have excluded information that you are not entitled to omit under Rule
430A.  Please add this information to your registration statement and note that we will
require sufficient  time to review your complete disclosure prior to any distribution of
preliminary prospectuses.
4. Prior to the effectiveness of your  registration statement, please arrange to have FINRA
call us or provide us  with a letter indicating that  FINRA  has cleared the underwriting
arrangements for  your offering .

Prospectus Cover Page
5. Please delete the reference to “Joint Book -Running Managers.”  This designation is not
required by Item 501 of Regulation S -K, conflicts with plain English principles and is not
material to an investment decision.  If you wish to continue to use this designat ion, please
limit its use to the underwriting  section  of the prospectus .

Natural Grocers by Vitamin Cottage, Inc.

Summary Historical Consolidated Financial and Other Data, page 10

Note (3).  EBITDA, page 12
6. We note your disclosure here and on page 44 that EBITDA provides additional
information about your ability to meet future debt services, capital expenditures and
working capital requirements and expand your business.  As such, it appears that you
present EBITDA as a performance and a liquidity measu re.  Please tell us your
consideration of providing a reconciliation of EBITDA to cash provided by operating
activities and prominently presenting amounts of cash flows from operating, investing
and financing activities for each period presented.  Refer to  Item 10(e)(1)(i) and Question
102.06 of the Division’s Compliance and Disclosure Interpretations: Non -GAAP
Financial Measures at http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm.

Business, page 68

Our Competitive Strengths, page 70

Exper ienced and committed team with proven track record, page 71
7. Please provide us with supplemental data that supports your statements that your store
and department managers have long tenures with you and that you have a track record of
promoting store manage ment personnel from within.  In this regard, you may wish to

Sandra Buffa
Natural Grocers by Vitamin Cottage, Inc.
May 22, 2012
Page 3

 provide or disclose information about the average length of manager tenure and the
percentage of managers promoted from within.  If you cannot provide data supporting
any of these statements, ple ase either delete the statement or revise the disclosure to
clarify that this is your belief and supplementally tell us the basis of your belief.  Please
make conforming revisions, as necessary, to the prospectus summary.
8. We note your statement that your  “executive management team has demonstrated its
ability to grow [y]our business, generating cumulative store growth of 81.5% from the
beginning of fiscal year 2009 to the end of fiscal year 2011.”  Please tell us why you have
selected this period and why you have not provided information about other periods.  In
addition, please balance this disclosure, or otherwise place it in context, by providing
comparative information about other periods, such that investors can better evaluate
whether the 81.5% growt h rate is representative of your business and potentially
predictive of future growth rates.  Please make conforming revisions, as necessary, to the
prospectus summary.

Our Growth Strategies, page 72

Improve operating margins, page 73
9. Please expand you r disclosure in the first paragraph on page 73 to provide a brief
description of the “SAP enterprise resource planning system.”

Executive Compensation, page 90
10. Please revise your disclosure to include a description of the material terms and conditions
of your employment agreement with your chief financial officer.

Underwriting, page 112

Directed Share Program, page 114
11. Please describe for us how your directed share program will work.  Also, please provide
us with any materials given to potential purchase rs of the reserved shares.

Financial Statements, page F -1
12. Please update your financial statements to include financial statements for an interim
period ending within 135 days of the effective date of the registration statement.  Refer to
Rule 8 -08 of Regulation S -X.

Note 2.  Basis of Presentation and Summary of Significant Accounting Policies, page F -7
13. We note your disclosure on page F -12 that you receive advertising expense
reimbursements from vendors, which are accounted for as a reduction of advertising and

Sandra Buffa
Natural Grocers by Vitamin Cottage, Inc.
May 22, 2012
Page 4

 marketing expense.  Please tell us whether your vendors provide other consideration,
such as bu ydowns, slotting fees and rebates and, if so, your accounting policies in regard
to such consideration.  In addition, please tell us your consideration of disclosing your
accounting policies for consideration received from vendors.

Note 17. Selected Quart erly Financial Data, page F -24
14. Please provide earnings per share data for all periods presented.  Refer to Item 302 of
Regulation S -K.

Exhibits and Financial Statement Schedules, page II -2
15. Please submit all required exhibits, such as the underwriting ag reement and the legal
opinion, in a timely manner so that we may have time to review them before you request
acceleration of the effective date of your registration statement.
16. Please tell us what consideration you have given to filing your distribution agr eement
with UNFI as an exhibit to the registration statement.  In this regard, we note your
disclosure in the prospectus about the significance of this agreement (see, e.g., pages 21
and 78).  Please refer to Item 601(b)(10) of Regulation S -K.  In addition , please file as an
exhibit to your registration statement your employment agreement with your chief
financial officer.  Please refer to Item 601(b)(10)(iii) of Regulation S -K.

Undertakings, page II -4
17. Please provide the undertakings set forth at Items 512 (a)(5)(ii) and 512(a)(6) of
Regulation S -K.  Please note that these undertakings are applicable to offerings made
outside the scope of Rule 415.  Item 512(a)(5)(ii) is required for any offering that may
now, or in the future, rely on Rule 430C and Item 512 (a)(6) is required for any offering
that involves an initial distribution of securities, pursuant to Rule 159A .  For guidance,
refer to our Compliance and Disclosure Interpretations, Securities Act Rules, Question
229.01, available on our website at
http:/ /www.sec.gov/divisions/corpfin/cfguidance.shtml.

General

Please supplementally provide us with any written materials that you or anyone
authorized to do so on your behalf provide in reliance on Section 5(d) of the Securities Act to
potential investors th at are qualified institutional buyers or institutional accredited investors.
Similarly, please supplementally provide us with any research reports about you that are
published or distributed in reliance upon Section 2(a)(3) of the Securities Act  of 1933 added by
Section 105(a) of the J umpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering.

Sandra Buffa
Natural Grocers by Vitamin Cottage, Inc.
May 22, 2012
Page 5

 If you intend to respond to these comments with an amended draft registration statement ,
please submit i t and any associated correspondence in text searchable PDF file s using the secure
e-mail system we describe on our website at
http://www.sec.gov/divisions/corp fin/cfannouncements/cfsecureemailinstructions.pdf .

Please use your Central Index Key, or CIK number, in your correspondence to us about
your submission.  If you did not have one when you submitted your confidential draft
registration statement, we assigned one to you.  You will need your CIK number to make your
initial filing on EDGAR and you must take a number of steps to prepare for that filing.
Following the procedures set fo rth in Section 3.3.1.1 , of the EDGAR Filer Manual – Volume I at
http://www.sec.gov/info/edgar/edgarfm -vol1-v12.pdf , you must:

 Submit a request to us to convert your EDGAR status from a paper  to an electronic filer
if we generated the CIK  number  for you .

 Request access codes and passwords to file your  registration statement on the EDGAR
system.   If you already had a CIK number when you submitted your confidential draft,
we used that number and you should confirm that you have your access codes available
for filing.

If you need new or replacement EDGAR access codes and passwords, we suggest that
you complete the process to obtain them well in advance of your targeted filing date.
Please c all the Division’s Filer Support team at 202 -551-8900 (choose option number
four) if you have questions about this process.   If you do call, please make sure to tell us
that we have already assigned a CIK number to your company and have that number
availab le.

 Make  any necessary changes to your contact information and business and mailing
addresses in EDGAR prior to making your initial filing so we can contact you about your
filing.

When you publicly file your confidential draft registration statement a nd amendments on
EDGAR in accordance with Section 106(a) of the JOBS Act, please:

 Attach each submission, including exhibits, to your initial registration statement as a
separate Exhibit 99 document and clearly identify each confidential submission attach ed
as an Exhibit 99 document (e.g., “Confidential Draft # 1”) .  Do not attach submissions
marked to show changes from earlier submissions.

 Submit each item of correspondence you sent to us in connection with your confidential
draft submissions, including your responses to our comments, as a separate “CORRESP”
submission on EDGAR.

Sandra Buffa
Natural Grocers by Vitamin Cottage, Inc.
May 22, 2012
Page 6

 As you prepare correspondence to us in connection with your confidential draft
registration statement, please keep in mind that we will expect you to submit that same
correspon dence on EDGAR so that we may publicly post filing review correspondence in
accordance with our December 1, 2011 policy (SEC Staff to Release Filing Review
Correspondence Earlier).   If you intend to use Rule 83 (17 CFR 200.83) to request
confidential trea tment of information in the correspondence you submit on EDGAR,
please properly mark that information in each of your confidential submissions to us so
we do not repeat or refer to that information in our comment letters to you.

You may contact  Ta Tanisha  Meadows, Staff Accountant , at (202) 551 -3322 or in her
absence William Thompson , Accounting Branch Chief , at (202) 551 -3585 if you have questions
regarding comments on the financial statements and related matters.  Please contact Chris Chase,
Attorney -Advisor, at (202) 551 -3485, Dieter King, Legal Branch Chief, at (202) 551 -3338 or me
at (202) 551 -3720 with any other questions.

     Sincerely,

     /s/ Dieter King for

     Mara L. Ransom
Assistant Director