SecProbe.io

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 14501 N Fwy

 Fort Worth, Texas 76177

 May 13 ,
2025

 VIA EDGAR

 Office of Manufacturing

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

 Attention: Sarah Sidwell

 Re:
 Farmer Bros. Co.

 Registration Statement on Form S-3

 File No. 333-283765

 Filed December 12, 2024

 Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Farmer Bros. Co. (the "Registrant") hereby requests acceleration
of the effective date of the above-captioned Registration Statement on Form S-3 (the "Registration Statement"), as amended
by the Pre-Effective Amendment No. 1 to the Registration Statement filed on May 8, 2025, so that it will be declared effective
at 10:00 a.m. Eastern Time on May 15, 2025, or as soon as possible thereafter. Once the Registration Statement has been declared
effective, please orally confirm that event with our counsel, Bass, Berry & Sims PLC by calling Tatjana Paterno at (615) 742-7928.

 Very truly yours,

 Farmer Bros. Co.

 By:
 /s/ Jared Vitemb

 Jared Vitemb

 VP, General Counsel, Secretary, and Chief Compliance
 Officer

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14501 N Fwy

Fort Worth, Texas 76177

March 3,
2025

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Sarah Sidwell

Re: Farmer Bros. Co.

  Registration Statement on Form S-3

  File No. 333-283765

  Withdrawal of Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Reference is made to our letter,
filed as correspondence via EDGAR on February 25, 2025 in which we requested the acceleration of the effective date of the above-referenced
Registration Statement for Friday, February 28, 2025, at 4:00 p.m. Eastern Time, in accordance with Rule 461 under the Securities Act
of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time, and we hereby formally
withdraw our request for acceleration of the effective date.

  Very truly yours,

  Farmer Bros. Co.

  By:
  /s/ Jared Vitemb

  Jared Vitemb

  VP, General Counsel, Secretary and Chief Compliance Officer

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14501
N Fwy

Fort
Worth, Texas 76177

February 25,
2025

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Sarah Sidwell

 Re: Farmer
                                            Bros. Co.

                                            Registration Statement on Form S-3

                                            File No. 333-283765

                                            Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Farmer Bros. Co. (the “Registrant”) hereby requests acceleration
of the effective date of the Registrant’s Registration Statement on Form S-3 (File No. 333-283765), so that it will be
declared effective at 4:00 p.m. Eastern Time on February 28, 2025, or as soon as possible thereafter. Once the Registration
Statement has been declared effective, please orally confirm that event with our counsel, Bass, Berry & Sims PLC by calling Tatjana
Paterno at (615) 742-7928.

    Very truly yours,

    Farmer Bros. Co.

    By:
    /s/ Jared Vitemb

    Jared Vitemb

    VP, General Counsel, Secretary, and Chief Compliance
    Officer

December 19, 2024
John E Moore III
Chief Executive Officer
Farmer Bros. Co.
14501 N Fwy
Fort Worth, Texas 76177
Re:Farmer Bros. Co.
Registration Statement on Form S-3
Filed on December 12, 2024
File No. 333-283765
Dear John E Moore III:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sarah Sidwell at 202-551-4733 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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 1912 Farmer Brothers Drive

Northlake, Texas 76262

 December 6,
2021

 VIA EDGAR

 Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, DC 20549-4041

 Attention: Gregory
Herbers

Re:
 Farmer Bros. Co.

Registration Statement on Form S-3

File No. 333-260973

Request for Acceleration

 Ladies and
Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Farmer Bros. Co. (the “Registrant”)
hereby requests acceleration of the effective date of the Registrant’s Registration Statement on Form S-3 (File No. 333-260973), so that it will be declared
effective at 4:00 p.m. Eastern Time on December 8, 2021, or as soon as possible thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Bass, Berry & Sims PLC by
calling Tatjana Paterno at (615) 742-7928.

Very truly yours,

Farmer Bros. Co.

By:

 /s/ Scott R. Drake

Scott R. Drake

Chief Financial Officer

United States securities and exchange commission logo
November 17, 2021
Scott Drake
Chief Financial Officer
Farmer Brothers Co.
1912 Farmer Brothers Drive
Northlake, Texas 76262
Re:Farmer Brothers Co.
Registration Statement on Form S-3
Filed November 10, 2021
File No. 333-260973
Dear Mr. Drake:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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 FARMER BROS. CO.

1912 Farmer Brothers Drive

Northlake, Texas 76262

December 13, 2017

 VIA EDGAR AND
FACSIMILE

 H. Roger Schwall

 Assistant Director

Office of Natural Resources

 Securities and Exchange Commission

 Mail Stop 4628

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Farmer Bros. Co. Registration Statement on Form S-3, File No. 333-221346

Ladies and Gentlemen:

 Pursuant to Rule 461 of
Regulation C promulgated under the Securities Act of 1933, as amended, Farmer Bros. Co. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated to, and that such Registration
Statement be declared effective on, December 15, 2017, at 4:00 p.m., Washington, D.C. time, or as soon thereafter as practicable, unless we or our outside counsel, Latham & Watkins LLP, request by telephone that such Registration
Statement be declared effective at some other time. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Bradley Helms at (213) 891-8640.

 In connection with this request for acceleration of the effective date of the Registration
Statement, the Company acknowledges the following:

•

should the Securities and Exchange Commission (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 staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

FARMER BROS. CO.

By:

 /s/ David G. Robson

Name:

David G. Robson

Title:

Chief Financial Officer

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 December 5, 2017

Via EDGAR

 H. Roger Schwall

Assistant Director

 Office of Natural Resources

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Farmer Bros. Co.

 Registration Statement on Form S-3

Filed November 3, 2017

File No. 333-221346

 Dear
Mr. Schwall:

 In connection with the letter dated December 5, 2017 pursuant to which Farmer Bros. Co. (the
“Company”) responded to the comments of the staff of the Office of Natural Resources of the Securities and Exchange Commission (the “Commission”), received electronically on November 21, 2017, the
Company hereby acknowledges that (a) the Company is responsible for the adequacy and accuracy of the disclosure in the filings it makes with the Commission, (b) staff comments or changes to disclosures in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings, and (c) the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

 Very truly yours,

FARMER BROS. CO.

By: /s/    Thomas J.
Mattei

Name:

Thomas J. Mattei

Title:

General Counsel & Assistant Secretary

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 355 South Grand Avenue, Suite 100

Los Angeles, California 90071-1560

 Tel: +1.213.485.1234 Fax:
+1.213.891.8763

 www.lw.com

FIRM / AFFILIATE OFFICES

 December 5, 2017

Via EDGAR

H. Roger Schwall

 Assistant Director

Office of Natural Resources

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Barcelona

Beijing

Boston

Brussels

Century City

Chicago

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Paris

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Singapore

Tokyo

Washington, D.C.

Re:
Farmer Bros. Co.

Registration Statement on Form S-3

Filed November 3, 2017

File No. 333-221346

 Dear Mr. Schwall:

In response to the comments received electronically on November 21, 2017 from the staff (the “Staff”) of the
Office of Natural Resources of the United States Securities and Exchange Commission regarding the registration statement on Form S-3 filed by Farmer Bros. Co. (the “Company”) on November 3, 2017 (the
“Registration Statement”), Farmer Bros. Co. has revised the Registration Statement and is concurrently filing via EDGAR an amendment (the “Amendment No. 1”) on Form S-3/A that reflects such
revisions.

 The Company’s response to the Staff’s comments are as follows. For ease of review, we have set forth below the
comment contained in your letter and the Company’s response thereto. In the Company’s response below, all page numbers refer to Amendment No. 1.

General

 1. We
note you disclose that you may issue warrants for the purchase of your “debt securities” on page 14 and that you may issue purchase contracts for the purchase or sale of your debt securities and the “securities of third parties”
on page 16. Please note that all securities underlying those you are registering must also be registered, included in your fee table and described in the registration statement. Please revise your filing accordingly and ensure you file a form of
indenture with respect to the debt securities you may issue. With regard to securities of third parties, please note that even if you have an exemption available for the offer and sale of such securities, you must provide information, possibly
including financial statement and non-financial statement disclosures, about the issuer of the underlying securities in your registration statement. Please see our Securities Act

 December 5, 2017

 Page
 2

Sections C&DI Question 203.03 and the Morgan Stanley & Co., Incorporated no-action letter (June 24, 1996). If you wish to include the third party securities, please provide us your
analysis why registration under the Securities Act is not required. If you do not wish to offer third party securities underlying any purchase contracts, please revise your prospectus to so clarify.

Response: In response to the Staff’s comment, the Company has revised the “Description of Warrants” section on page 14
and the “Description of Purchase Contracts” section on page 15 of Amendment No. 1 to remove references to warrants for the purchase of debt securities and purchase contracts for the purchase or sale of debt securities or securities
issued by third parties.

 ****

Please do not hesitate to contact me by telephone at (213) 891-8640 or by email at bradley.helms@lw.com with any questions or comments
regarding this correspondence.

 Very truly yours,

/s/ Bradley A. Helms

Bradley A. Helms

of LATHAM & WATKINS LLP

cc:
Michael H. Keown, Farmer Bros. Co.

 Thomas J. Mattei, Farmer Bros. Co.

Mail Stop 4628
November  21, 2017

Michael H. Keown
President and Chief Executive Officer,
Farmer Bros. Co.
1912 Farmer Brothers Drive
Northlake, TX 76262

Re: Farmer Bros. Co.
Registration Statement on Form S -3
Filed November 3 , 2017
  File No. 333 -221346

Dear Mr. Keown :

We have limited our review of your registration statement to those issues we have
addressed in our 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 amending your registration statement and providing the
requested information.   If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. We note you disclose that you may issue warrants for the purchase of your “debt
securities” on page 14 and that you may issue purchase contracts for the purchase or sale
of your debt securities and the “securities of t hird parties” on page 16.  Please note that
all securities underlying those you are registering must also be registered, included in
your fee table and described in the registration statement.  Please revise your filing
accordingly and ensure you file a fo rm of indenture with respect to the debt securities you
may issue.  With regard to securities of third parties, please note that even if you have  an
exemption available for the offer and sale of such securities, you must provide
information, possibly inclu ding financial statement and non -financial statement
disclosures, about the issuer of the underlying securities in your r egistration statement.
Please see our Securities Act Sections C&DI Question 203.03 and the Morgan Stanley &

Michael H. Keown
Farmer Bros. Co.
November  21, 2017
Page 2

 Co., Incorporated no -actio n letter (June 24, 1996).  If you wish to include the third party
securities, please provide us your analysis why registration under the Securities Act is not
required.  If you do not wish to offer third party securities underlying any purchase
contracts, please revise your prospectus to so clarify.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer t o Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please contact Irene Barberena -Meissner, Staff Attorney, at (202)  551-6548 or , in her
absence, Karina V. Dorin, Staff Attorney , at (202) 551 -3763  with any other questions.

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwall
Assistant Director
Office of Natural Resources

cc: Brad Helms , Esq.
Latham & Watkins LLP

November 1 , 2016

Andrew Freedman , Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY  10019

Re: Farmer Bros. Co.
Revised Preliminary Proxy Statement on Schedule 14A filed by Carol
Farmer Waite  et al.
Filed October 28, 2016
File No. 1-34249

Soliciting Materials filed pursuant to Exchange Act Rule 14a -12 filed by
Carol Farmer Waite et al.
Filed September 29, 2016
File No. 1-34249

Amendment No. 3 to Schedule 13D filed by Carol Lynn Farmer Waite
Filed August 29, 2016
File No. 5 -30680

Dear M r. Freedman :

We have reviewed the preliminary proxy statement revised in response to our comment
letter dated October 27, 2016 as well as the two related responses letters, dat ed October 28 and
October 31, 2016 and have the following additional comment s.  All defined terms used in this
letter have the same meaning as in the proxy materials unless otherwise indicated.

Preliminary Proxy Statement

1. We note your response to prior comment 1.  While both the letter to stockholders and the
disclosure on page 1 of the proxy statement indicates that that Save Farmer Brothers are
the beneficial owners of an aggregate of 4,437,584 shares of common stock, disclosure
on page 17 of the proxy statement appears to s uggest that Save Farmer Brothers
beneficially own 4,184,618 shares.  Please advise or revise.

Amendment No. 3 to Schedule 13D

2. We note your response to prior comment 5  and are unable to agree with your conclusion
that the letter to the Boa rd attached as Exhibit 99.1 t o the Schedule 13D is “merely an
open letter to the Board stating concerns about the Company ” and does not constitute a
solicitation  as defined in Exchange Act Rule 14a -1(l)(1)(iii).  The letter contains

Andrew Freedman, Esq.
Olshan Frome Wolosky LLP
November 1 , 2016
Page 2

 language indicating Carol Farmer Waite ’s and Save Farmer Bros. intention to nominate
candidates for election to th e Board , e.g. “it is our firm belief that a refreshment of the
Board is  necessary ” and “…we are dedicated to  affecting this Board change and are
preparing to nominate a slate of highly qualified candidates  for election to the Board at
the 2016 Annual Meeting .”  The letter has also been posted to the Save Farmers website
along with a press release dated the same date as the letter (August 29, 2016) .
Furthermore, we are unable to agree with your premise that submission of nomination
materials to the Company must precede  a communication in order for it to constitute a
communication to security holders reasonably calculated to result in the procurement of a
proxy .  Please file the letter as soliciting material.  Refer to Exchange Act Rule 14a -12.

Soliciting Materials filed pursuant to Exchange Act Rule 14a -12

3. We note your response to prior comment 6 regarding the following statements:

 “Mr. Keown claims to have hand -picked three out of seven directors, which leads
us to question the overall independence of the Board and its ability to hold senior
management accountable .”
 “We have witnessed Mr. Keown admittedly pack the Board of Directors of
Farmer Bros. …with what are essentially three personal appointees, effectively
giving him control of the Board.   How can the Board properly oversee Mr. Keown
or hold him accountable when he and his hand -picked directors are in control? ”

We are unable to agree that th ese statement s are supported by the source cited in the
footnote referenced in your response.   Please refrain from using such statem ents in all
future soliciting materials  as well as on the Save Farmers website.

4. We note your response to prior comment 7 regarding the following statements:

 “[w]e believe the removal of Jeanne Farmer Grossman, the Board’s largest
shareholder, as Chair of the Compensation Committee reflects an attempt to stifle
any differing views on the Board, which is contrary to proper corporate
governance.”
 “Recently, the Board has made several capital allocation decisions which we
believe were subsequently contradicted by the Company’s hastily executed
relocation  of its corporate headquarters to another state” (page 9  of the investor
presentation , emphasis added)  and “We have witnessed the erosion of employee
morale under Mr. Keown’s leadership, not to mention the 300 or so employees
who lost their livelihood as part of his misguided decision  to quickly move  Farmer
Bros.’ headquarters to Texas .” (emphasis added ).
 “We believe there is a troubling misalignment of interests between the Board and
stockholders ….we believe there is clearly a lack of significant stockholder
representation on the Board .”

Andrew Freedman, Esq.
Olshan Frome Wolosky LLP
November 1 , 2016
Page 3

 We are unable to agree that you have provided a reasonable factual basis for such
statement s.  Please refrain from using such statem ents in all future soliciting materials  as
well as on the Save Farmers website.

5. We note you response to prior comment 9  and we confirm our  reference was to the table
showing adjusted operating margin on page 20 of the investor presentation.   Your
response indicates that in future soliciting  material  you will ensure that any non -GAAP
financials will be expressly labeled “non-GAAP. ”  To the extent future solicitin g material
is filed  containing non -GAAP financial measures , please present, with equal or greater
prominence, the most directly comparable financial measure or measures calculated and
presented in accordance with GAAP and provide the required reconciliation .

*     *     *

 Please contact me at (202) 551 -3444  with any questions.

Sincerely,

/s/ Perry J. Hindin

Perry J. Hindin
Special Counsel
Office of Mergers and Acquisitions

October 27, 2016

Andrew Freedman , Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY  10019

Re: Farmer Bros. Co.
Preliminary Proxy Statement on Schedule 14A  filed by Carol Farmer Waite
et al.
Filed October 20 , 2016
File No. 1-34249

Soliciting Materials filed pursuant to Exchange Act Rule 14a -12 filed by
Carol Farmer Waite et al.
Filed September 29, 2016
File No. 1-34249

Amendment No. 3 to Schedule 13D filed  by Carol Lynn Farmer Waite
Filed August 29, 2016
File No. 5 -30680

Dear M r. Freedman :

We have reviewed the filing above and have the following comment s.  In some of our
comment s, we may ask you to provide us with information so we may better understand the
disclosure.

Please respond to this letter by amending the filing or by providing the requested
information.  If you do not believe our comments apply to the participants’ facts and
circumstances or do not believe an amendment is appropriate, please te ll us why in your
response.

After reviewing any amendment to the filing and the information you provide in response
to this comment, we may have  additional comments.   All defined terms used in this letter have
the same meaning as in the proxy materials un less otherwise indicated.

Preliminary Proxy Statement

1. Disclosure in the proxy statement indicates that Save Farmer Bros. are the beneficial
owners of an aggregate of 4,437,584 shares  of common stock of the Company,
representing approximately 26.4% of sh ares outstanding.  It is our understanding that
Save Farmer Bros. include s 21 trusts for which either Jeanne Farmer Grossman or

Andrew Freedman, Esq.
Olshan Frome Wolosky LLP
October 27, 2016
Page 2

 Richard F. Farmer, Ph.D. serves as co -trustee with Ms. Waite  and that c ollectively, these
trusts hold 2,477,728, or approximat ely 65%, of the shares that Save Farmer Bros. claims
to represent .  It is also our understanding that neither Ms. Grossman nor Dr. Farmer has
expressed an int ention to join Ms. Waite or Save Farmer Bros.  For example, we note that
on October 4, 2016, Dr. Far mer, co-trustee of trusts holding 2,180,660 shares , publicly
expressed his confidence in the Board and management team and his intentions to
support the Board’s director nominees at the annual meeting.   Furthermore, it is our
understanding that under Calif ornia law, which governs the trusts, and Delaware General
Corporation Law, Ms. Waite does not have the power to direct the voting of all of the
2,477,728  shares, particularly in light of the notice provided by Dr. Farmer to the
Company’s secretary pursuant to section 217(b) of the Delaware General Corporation
Law.  It is our understanding that such notice directed  the Company’s secretary that the
shares ov er which Dr. Farmer is co -trustee should be voted only with the unanimous
consent of the co -trustees  and also stipulated that if for any reason it is determined that
any of the applicable shares are to be voted without the unanimous consent of the co -
trustees, then at least 50% of the applicable shares should be voted only as directed by
Dr. Farmer.  In light of above, disclosure in the proxy statement appears to overstate the
voting power of Farmer Bros.  Please revise the disclosure to clarify the actual voting
power of Save Farmer Bros. and further revise the disclosure to eliminate the implication
that holders of 26.4% of the Company’s common stock disapprove of current leadership
and support the Save Farmer Bros.’ director nominees.

Quorum; Broker Non -Votes; Discretionary Voting , page 14

2. The third paragraph of this section states that “[a]ccordingly, unless you vote via proxy
card or provide instructions to your broker, your shares of Common Stock will count for
purposes of attaining a quorum, but will  not be voted on those proposals.” The second
paragraph of the same section states that “[s]hares represented by ‘broker nonvotes’ also
are not counted as present and entitled to vote for purposes of determining a quorum.”
Please reconcile these two state ments.  In addition, as disclosed in the Company’s proxy
statement, broker non -votes will not be considered as present and entitled to vote on any
matter at the Annual Meeting and, accordingly, will not be counted as present for the
purpose of determining a quorum, since the meeting will involve a contested election.
Please revise the disclosure accordingly.

Votes Required for Approval, page 15

3. Disclosure on page 15 indicates that the vote required for the ratification of the
Company’s auditors and the a dvisory vote on executive compensation is the affirmative
vote of a majority of the shares present or represented by proxy at the Annual Meeting.  It
appears from the Company’s proxy statement that the actual voting standard is the
affirmative vote of a ma jority of the shares present in person or represented by proxy at
the Annual Meeting and entitled to vote thereat.  Please revi se the disclosure accordingly.

Andrew Freedman, Esq.
Olshan Frome Wolosky LLP
October 27, 2016
Page 3

 Proxy Card

4. Please confirm the card will be finalized to reflect Save Farmer Bros. specific
recom mendations with respect to Proposals 2 and 3.

Amendment No. 3 to Schedule 13D

5. The letter to the Board attached as Exhibit 99.1 to the Schedule 13D appears to constitute
soliciting materials and should have been filed under the cover of Schedule 14A no la ter
than the date the materials were first sent or given to shareholders.  Refer to Exchange
Rule s 14a-1(l)(1) and 14a -12.  Please advise.

Soliciting Materials filed pursuant to Exchange Act Rule 14a -12

6. We note that the filing persons have made statements in their soliciting materials that
appear to directly or indirectly impugn the character, integrity or personal reputation of
the Company’s management, all without adequate factual foundation.  For examp le, we
note that the investor presentation, filed as an exhibit to the soliciting materials  filed on
September 29, 2016 , and /or the letter from Ms. Waite addressed to the Board, dated
August 29, 2016 and attached as an exhibit to Amendment No. 3 of the Sch edule 13D,
contain the following statements :

 “Mr. Keown claims to have hand -picked three out of seven directors, which leads
us to question the overall independence of the Board and its ability to hold senior
management accountable ”
 “We have witnessed Mr . Keown admittedly pack the Board of Directors of
Farmer Bros. …with what are essentially three personal appointees, effectively
giving him control of the Board.   How can the Board properly oversee Mr. Keown
or hold him accountable when he and his hand -picked directors are in control? ”
 “It seems apparent to us that with so little “skin in the game” the Board does not
have the same commitment to shareholder value as we do .”  Please reconcile such
statement with what appears to be a slate of directors nominated by Save Farmer
Bros. that also do not appear to have significant equity ownership in the
Company.  For example, the Save Farmer Bros proxy statement appears to
indicate that John Samore, Jr. and Jennifer Gonzalez -Yousef  do not hold any
direct or indirect equity interests in the Company, and Tom Mortensen  has sold
over 36,500 shares (  or approximately 85% of the equity interests he once held in
the Company) following his r etirement  in July 2015 .
Please do not use these or similar statements in the soliciting materials without providing
a proper factual foundation for the statements.  In addition, as to matters for which the
filing persons do have a proper factual foundation , please avoid making statements about
those matters that go beyond the scope of what is reasonably supported by the factual
foundation.  Please note that characterizing a statement as one’s opinion or belief does

Andrew Freedman, Esq.
Olshan Frome Wolosky LLP
October 27, 2016
Page 4

 not eliminate the need to provide a proper  factual foundation for the statement; there must
be a reasonable basis for each opinion or belief that the filing persons express.  Please
refer to Note (b) to Rule 14a -9.  To the extent the filing persons are unable to provide
adequate support, please fi le appropriate corrective disclosure and refrain from including
such statements in future soliciting materials.
7. Each statement or assertion of opinion or belief must be clearly characterized as such,
and a reasonable factual basis must exist for such opini on or belief.  Support for any such
opinions or beliefs should be self -evident, disclosed in the soliciting materials or
provided to the staff on a supplemental basis  with a view toward disclosure .  Please
provide support for the following and revise accor dingly :

 “[w]e believe the removal of Jeanne Farmer Grossman, the Board’s largest
shareholder, as Chair of the Compensation Committee reflects an attempt to stifle
any differing views on the Board, which is contrary to proper corporate
governance.”  (page 58 of the investor presentation)   In responding to this bullet
point , please address the disclosure on page 24 of the Company’s definitive proxy
statement that in January 2016 the Board determined that Ms. Grossman was no
longer independent under the Nasda q listing standards.  It is also our
understanding that the determination that Ms. Grossman was no longer
independent was approved by each of the six other directors on the Board and
resulted from an inability or unwillingness of any other director to affi rmatively
conclude that Ms. Grossman was independent.
 “Initially, Save Farmer Bros. was supportive of management; however, it became
apparent in short order that the Board of Directors of Farmer Bros. (the “Board”)
and management had little interest in eng aging with shareholders to listen to their
concerns” (page 5 of the investor presentation)
 “Recently, the Board has made several capital allocation decisions which we
believe were subsequently contradicted by the Company’s hastily executed
relocation  of its corporate headquarters to another state” (page 9  of the investor
presentation , emphasis added)  and “We have witnessed the erosion of employee
morale under Mr. Keown’s leadership, not to mention the 300 or so employees
who lost their livelihood as part of  his misguided decision  to quickly move  Farmer
Bros.’ headquarters to Texas .” (letter to the Board attached as Exhibit 99.1 to
Amendment No. 3 to the Schedule 13D , emphasis added ).  It is our understanding
that t he investigation and process undertaken by t he Board and management
began in August 2013, approximately 18 months before the February 2015
announcement, and preliminary investigations and analysis preceded that formal
process.   It is also our understanding that Jonathan Michael Waite, a member of
Save Farmer Bros. and a Company employee, was an early proponent of the move
and was deeply invo lved in the Company’s analysis.
 “We believe there is a troubling misalignment of interests between the Board and
stockholders ….we believe there is clearly a lack of significant stockholder
representation on the Board .” (page 48 of the investor presentation).  It is our

Andrew Freedman, Esq.
Olshan Frome Wolosky LLP
October 27, 2016
Page 5

 understanding that three of the seven directors on the Board today are either a
member of the Farmer family or serve on the Board as a result of Far mer family
actions or requests.
 “In 2012, Mike Keown was named CEO of the Company six months after Farmer
Bros. ’ stock price had stabilized and began its march higher” (page 5 of the
investor presentation).   It is our understanding that in 2012, Mike Keown was
named CEO of the Company six months after Farmer Bros. ’ stock price had
stabilized.  Specifically, o n March 13, 2012, the Company issued a press release
and filed a Form 8 -K with respect to its hiring of Mr. Keown.  At the close of
business on Ma rch 13, 2012, the Company’s stock price was $11.11.

8. Page 5 of the i nvestor presentation indicates that “management announced that the
Company was moving its headquarters from Torrance, California to Northlake, Texas…”
in April 2015.  It is our understandi ng that the announcement was made in February
2015.  Refer to the Form 8 -K filed February 5, 2015.   Please advise or revise.

9. Page 5 of the investor presentation appear s to contain non -GAAP financial measures.
Please advise us, with a view toward providi ng revised disclosure in future soliciting
material, as to what consideration was given to whether non -GAAP financial measures
were disclosed, and if so, the extent to which any plans exist to provide the additional
disclosure required under Rule 100(a) of  Regulation G and Item 10(e) of Regulation S -K.

*     *     *

We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

 Please contact me at (202) 551 -3444  with any questions.

Sincerely,

/s/ Perry J. Hindin

Perry J. Hindin
Special Counsel
Office of Mergers and Acquisitions

CORRESP
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		Document

August 25, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Re:    Farmer Bros. Co.

Registration Statement on Form S-3

Filed August 15, 2016

File No. 333-213132

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, Farmer Bros. Co. (the “Company”) hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it may become effective at 4:00 p.m. Eastern Daylight Time on Friday, August 26, 2016, or as soon thereafter as practicable.

The Company hereby acknowledges that:

1.

 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;

2.

 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

3.

 the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

FARMER BROS. CO.

 /s/ Michael H. Keown

Michael H. Keown

President and Chief Executive Officer

Farmer Bros. Co.  13601 North Freeway, Suite 200, Fort Worth, TX 76177  (682) 549-6600  www.FarmerBrosCo.com

Mail Stop 4628
August 19, 2016

Michael H. Keown
President and Chief Executive Officer
Farmer Bros. Co.
13601 North Freeway, Suite 200
Fort Worth , TX 76177

Re: Farmer Bros. Co.
  Registration Statement on Form S-3
Filed  August 15 , 2016
  File No.  333-213132

Dear Mr. Keown :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   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.

In the event you request acceleration of t he effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclos e 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 ad equacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the Unit ed States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation

Michael H. Keown
Farmer Bros. Co.
August 19, 2016
Page 2

 of the fact that those requesting acceleration are a ware 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 registered securities .

Please contact Karina V. Dorin, Attorney -Advisor , at (202) 55 1-3763 with any questions.

Sincerely,

 /s/ Loan Lauren P. Nguyen for

H. Roger Schwall
Assistant Director
Office of Natural Resources

June 18, 2014

Via E -mail
Mr. Michael H. Keown
President and Chief Executive Officer
Farmer Bros. Co.
20333 S . Normandie Avenue
Torrance, California 90502

Re: Farmer Bros. Co.
Form 10-K for the Fiscal Year ended June 30, 2013
Filed October 9, 2013
File No. 001-34249

Dear Mr. Keown :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We u rge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Karl Hiller

Karl Hiller
Branch Chief

CORRESP
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		ResponsetoSECLetterMay162014

June 2, 2014

VIA EDGAR

Mr. Karl Hiller

Branch Chief

Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C.  20549

Re:

 Farmer Bros. Co.

Form 10-K for the Fiscal Year ended June 30, 2013

Filed October 9, 2013

File No. 001-34249

Dear Mr. Hiller:

We submit this letter in response to comments and requests for additional information received from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated May 16, 2014 with respect to the Annual Report of Farmer Bros. Co., a Delaware corporation (“Farmer Bros.,” the “Company,” “we” or “our”), on Form 10-K for the fiscal year ended June 30, 2013 filed with the Commission on October 9, 2013 (the “2013 Form 10-K”).

Based on our review of the Staff’s comment letter, and as further described herein, we believe that our 2013 Form 10-K is materially accurate, and therefore believe that no amendment to our existing filing is necessary. Instead, as indicated in our responses below, we hereby propose to make appropriate clarifications or modifications to our disclosures in future filings with the Commission.

We have included each of the Staff’s comments or requests for information in bold italic text to facilitate review of our responses.

Form 10-K for the Fiscal Year ended June 30, 2013

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 20

Results of Operations, page 27

1.

 We have read the revisions you proposed in response to prior comments 1 and 2 from our letter dated March 27, 2014, and note that you intend to disclose the percentage changes in unit sales and unit prices that are reflected in the overall change in sales. You should also disclose the extent to which changes in revenue are attributable to changes in prices, volumes sold, and to the introduction of new products or services, as previously advised. Please also address any material year-to-year changes in net sales by product category,

Farmer Brothers • 20333 S. Normandie Avenue, Torrance, CA 90502 •Toll Free: (800) 735 2578 • FarmerBros.com

Mr. Karl Hiller

June 2, 2014

Page 2

correlated with the disclosures you agreed to provide in response to prior comment 6, also indicating the quantities of principal commodities processed and sold each period.

A need for further disclosure about your use of derivatives in both MD&A and your financial statements is also indicated. For example, you mention the pounds of coffee covered by derivatives and the percentage of derivatives utilized in hedging relationships, but do not discuss how this activity relates to anticipated purchases or the extent to which your operations remain correlated with changes in the market prices of your principal commodities; this should be addressed in terms of both quantities and time in order to provide adequate context.

Your policy objective of having coffee prices fixed for at least three months of projected purchases is also unclear. Please clarify whether this objective pertains to three months of purchases generally over time or the three months that will immediately follow any given reporting date. Also explain how having derivatives that will settle up to 18 or 24 months later, as disclosed, correlates with this objective. You may refer to the disclosure requirements in FASB ASC 815-10-50-1A if you require further clarification or guidance. We reissue prior comments 1 and 2.

Company Response:  The Company acknowledges the Staff’s comment and the reissuance of prior comments 1 and 2.

As noted in our response to prior comment 1, the 2013 Form 10-K includes disclosures relating to fluctuations in green coffee commodity prices and the primary drivers of net sales in fiscal 2013 and 2012, including the increase in net sales and list prices, respectively.  To further address the Staff’s comment above, including the reissuance of prior comment 1, we will supplement this disclosure in future filings with the Commission similar to the following which is based on the results for the fiscal year ended June 30, 2013:

The change in net sales in fiscal 2013 compared to fiscal 2012 was due to the following:

 (In millions)

 Fiscal Year Ended
June 30,
2013 vs. 2012

Unit sales

 $

 55.7

Pricing and product mix changes

 (41.1

 )

Total increase in net sales

 $

 14.6

Net sales in fiscal 2013 increased $14.6 million, or 2.9%, to $510.0 million from $495.4 million in fiscal 2012, primarily due to increases in unit sales of our roast and ground coffee products, which accounted for approximately 60% of our total net sales.  Unit sales increased 13.7% in fiscal 2013 as compared to fiscal 2012, partially offset by a 9.5% decrease in average unit price resulting in an increase in net sales of 2.9%.  The increase in unit sales was primarily due to a 23.5% increase in unit sales of roast and ground coffee products, while the decrease in average unit price was primarily due to the lower average unit price of roast and ground coffee products primarily driven by the pass-through of lower green coffee commodity purchase costs to our customers. In fiscal 2013,

Farmer Brothers • 20333 S. Normandie Avenue, Torrance, CA 90502 •Toll Free: (800) 735 2578 • FarmerBros.com

Mr. Karl Hiller

June 2, 2014

Page 3

we processed and sold approximately 76 million pounds of green coffee as compared to approximately 60 million pounds of green coffee processed and sold in fiscal 2012.

In addition to the foregoing disclosure, we will supplement our disclosure in future filings with the Commission with disclosure similar to the following which is based on the results for the fiscal year ended June 30, 2013:

The following table presents net sales aggregated by product category for the respective periods indicated:

(In thousands)

 For the Fiscal Year Ended June 30,

 2013

 2012

Net Sales by Product Category:

Coffee (Roast & Ground)

 $

 305,623

 $

 290,526

Coffee (Frozen)

 37,169

 36,171

 (1)

Tea (Iced & Hot)

 23,546

 24,105

Culinary

 61,447

 63,230

Spice

 32,432

 34,826

Other beverages(2)

 49,747

 46,584

 (1)

     Total

 $

 509,964

 $

 495,442

____________

(1) Fiscal 2012 net sales of Coffee (frozen) and Other beverages have been recategorized consistent with the fiscal 2013 presentation.

(2) Includes all beverages other than coffee and tea.

The increase in net sales of our roast and ground coffee products was primarily due to an increase in unit sales partially offset by a decline in average unit price primarily driven by the pass-through of lower green coffee commodity purchase costs to our customers.  There were no new product category introductions in fiscal 2013 or 2012 which had a material impact on our net sales.

As noted in response to prior comment 2, the 2013 Form 10-K includes disclosures in our risk factors pertaining to exposure to commodity cost fluctuations, as well as disclosures in the notes to our consolidated financial statements beginning with our Form 10-Q for the quarter ended September 30, 2013 regarding the percentage of outstanding coffee-related derivative instruments, and the number of pounds of forecasted green coffee purchases represented thereby, that were designated as cash flow hedges as of the end of the relevant periods, which disclosure we intend to include in the Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") and in the notes to our consolidated financial statements in our future filings with the Commission. To further address the Staff’s comment above, including the reissuance of prior comment 2, in future filings with the Commission, we will supplement the disclosure by providing additional information regarding our hedging program in our MD&A under the heading “Derivative Instruments” on page 21 (and similar disclosure, including in the notes to our consolidated financial statements) to read similar to the following which is based on the results for the fiscal year ended June 30, 2013 (new text is underscored and deleted text is shown as strikethrough):

Farmer Brothers • 20333 S. Normandie Avenue, Torrance, CA 90502 •Toll Free: (800) 735 2578 • FarmerBros.com

Mr. Karl Hiller

June 2, 2014

Page 4

Exposure to Commodity Price Fluctuations and Derivative Instruments

Our primary raw material is green coffee, an agricultural commodity. Green coffee prices are determined by worldwide forces of supply and demand, and, as a result, green coffee prices are volatile. Average coffee “C” market prices per pound for the fiscal years ended June 30, 2013, 2012 and 2011 were $1.51, $2.16 and $2.27, respectively. The “C” market experienced a 31.3% decline during the fiscal year ended June 30, 2013.  In general, increases in the price of green coffee could cause our cost of goods sold to increase and, if not offset by product price increases, could negatively affect our financial condition and results of operations. As a result, our business model strives to reduce the impact of green coffee price fluctuations on our financial results and protect and stabilize our margins, principally through customer arrangements and derivative instruments.

Customers generally pay for our products either based on a price schedule that we announce or on a commodity-based pricing mechanism whereby the changes in green coffee commodity costs are passed through to the customer.  The pricing schedule is generally subject to adjustment, either on contractual terms or in accordance with periodic product price adjustments, typically monthly, resulting in, at the least, a 30-day lag in our ability to correlate the changes in our prices with fluctuations in the cost of raw materials. Approximately 40% of our roast and ground coffee volume for the fiscal year ended June 30, 2013 was based on a price schedule.  Approximately 60% of our roast and ground coffee volume for the fiscal year ended June 30, 2013 was sold to customers under commodity-based pricing arrangements. Consequently, while our revenues can fluctuate significantly as green coffee prices change, we would expect the impact of these price changes on our profitability to be less significant.

In addition to our customer arrangements, we utilize derivative instruments to further reduce the impact of changing green coffee commodity prices. We routinely purchase exchange traded coffee derivative instruments contracts to enable us to lock in the price of green coffee commodity purchases, typically three months in advance of the delivery date.lock in green coffee prices within a pre-established range, and hold a mix of futures contracts and options to help hedge against volatility in green coffee prices.  These derivative instruments may be entered into at the direction of the customer under commodity-based pricing arrangements to effectively fix the purchase price of green coffee under such customer arrangements, in certain cases up to 18 to 24 months or longer in the future. Notwithstanding this customer direction, pursuant to ASC 815, we are considered the owner of these derivative instruments and, therefore, we are required to account for them as such. In the event the customer fails to purchase the products associated with the underlying derivative instruments for which the price has been fixed on behalf of the customer, we expect that such derivative instruments will be assigned to, and assumed by, the customer in accordance with contractual terms or, in the absence of such terms, in accordance with standard industry custom and practice. In the event the customer fails to assume such derivative instruments, we will remain obligated on the derivative instruments at settlement. We generally settle derivative instruments to coincide with the receipt of the purchased green coffee or apply the derivative instruments to purchase orders effectively fixing the cost of in-bound green coffee purchases.   As of June 30, 2013 and 2012, we had 49.6 million pounds and 18.2 million pounds of green coffee covered under coffee-related derivative instruments, respectively. We do not purchase

Farmer Brothers • 20333 S. Normandie Avenue, Torrance, CA 90502 •Toll Free: (800) 735 2578 • FarmerBros.com

Mr. Karl Hiller

June 2, 2014

Page 5

any derivative instruments to hedge cost fluctuations of any commodities other than green coffee.

The fair value of derivative instruments is based upon broker quotes. Beginning April 1, 2013, we implemented procedures following the guidelines of Accounting Standards Codification ("ASC") 815, "Derivatives and Hedging," to enable us to account for certain coffee-related derivatives as accounting hedges in order to minimize the volatility created in our quarterly results from utilizing these derivative contracts and to improve comparability between reporting periods. As a result, in the fourth quarter of fiscal 2013, a portion of the gains and losses from re-valuing the coffee-related derivative contracts to their market prices is being recorded in accumulated other comprehensive income (loss) on our consolidated balance sheet and subsequently reclassified to cost of goods sold in the period or periods when the hedged transaction affects earnings. At June 30, 2013, approximately 89% of our outstanding coffee-related derivatives were designated as cash flow hedges. At June 30, 2012, no derivative instruments were designated as accounting hedges. Changes in fair value of all derivative instruments designated as cash flow hedges are recorded in other comprehensive income (loss) ("OCI"). The portion of open hedging contracts that are not 100% effective as cash flow hedges and those that are not designated as accounting hedges are marked to period-end market price and unrealized gains or losses based on whether the period-end market price was higher or lower than the price we locked-in are recognized in our results of operations.

Our risk management practices reduce but do not eliminate our exposure to changing green coffee prices. While we have limited our exposure to unfavorable green coffee price changes, we have also limited our ability to benefit from favorable price changes. Further, our counterparties may require that we post cash collateral if the fair value of our derivative liabilities exceed the amount of credit granted by each counterparty, thereby reducing our liquidity. We The Company had $8.1 million and $1.6 million, respectively, in restricted cash representing cash held on deposit in margin accounts for coffee-related derivative instruments at June 30, 2013 and 2012 which is classified as a current asset. Changes in commodity prices could have a significant impact on cash deposit requirements under our broker and counterparty agreements.

2.

 We note the disclosures you have proposed in response to prior comment 2 include a measure of utilization. Please further revise this disclosure to explain how utilization and capacity, representing the numerators and denominators in your calculations, are determined in deriving your figures. Also report utilization on a comparative basis for each period, rather than as of a particular date.

Company Response:  The Company acknowledges the Staff’s comment regarding the discussion of utilization in response to prior comment 2.  We note the disclosures included in our 2013 Form 10-K in Part I, Item 2 and the complete list of properties operated by Farmer Bros. filed as Exhibit 99.1 thereto.  To further address the Staff’s comment, in future filings with the Commission we will supplement our disclosure of utilization and plant capacity similar to the following which is based on the results for the fiscal year ended June 30, 2013:

We calculate our utilization on an aggregate basis for all of our manufacturing facilities based on the number of product pounds manufactured during the actual number

May 16, 2014

Via E -mail
Mr. Michael H. Keown
President and Chief Executive Officer
Farmer Bros. Co.
20333 South Normandie Avenue
Torrance, California 90502

Re: Farmer Bros. Co.
 Form  10-K for the Fiscal Year ended June 30, 2013
Filed  October 9, 2013
Response Letter dated April 10, 2014
File No.  001-34249

Dear  Mr. Keown :

We have reviewed your filing and response letter and have the following additional
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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will pr ovide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year ended June 30, 2013

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
20

Results of Operations, page 27

1. We have read the revisions you proposed in response to prior comment s 1 and 2 from our
letter dated March 27, 2014, and note that you intend to disclose the percentage changes
in unit sales and unit prices that are reflected in the ove rall change in sales.  You should
also disclose the extent to which changes in revenue are attributable to changes in prices,
volumes sold, and to the introduction of new products or services , as previously advised.
Please also address any material year -to-year changes in net sales by product category,

Mr. Michael H. Keown
Farmer Bros. Co.
May 16, 2014
Page 2

 correlated with the disclosures you agreed to provide in response to prior comment 6,
also indicating the quantities of principal commodities processed and sold each period .

A need for further disclosure about your use of derivatives  in both MD&A and your
financial statements  is also indicated.  For example, you mention the pounds of coffee
covered by derivatives and the percentage of derivatives utilized in hedging relationships,
but do not discuss how th is activity relates to anticipated purchases  or the extent to which
your operations remain correlated with changes in the market  prices of your principal
commodities; this should be addressed in terms of both quantities and time  in order to
provide adequat e context.

Your policy objective of having coffee prices fixed for at least three months of projected
purchases  is also unclear.  Please clarify whether this objective pertains to three months
of purchases generally over time or the three months that wi ll immediately follow any
given reporting date.  Also explain how having derivatives that will settle up to 18 or 24
months later, as disclosed, correlates with this objective .  You may refer to the disclosure
requirements in FASB ASC 815 -10-50-1A if you r equire further clarification or
guidance.  We reissue prior comments 1 and 2.

2. We note the disclosures you have proposed in response to prior comment 2 include a
measure of utilization.  Please further revise this disclosure to explain how utilization and
capacity, representing the numerato rs and denominators in your calculations, are
determined in deriving your figures.  Also report utilization on a comparative basis for
each period, rather than as of a particular date.

Financial Statements

Note 3 - Derivative Instruments, page 59

3. We note you did not provide the information about historical and anticipated purchases of
commodities requested in prior comment 8.  Please refer to the first comment above
pertaining to the requirements for disclosures about objectives, strategies and con text,
necessary to understand your use of derivatives, and revise accordingly.  We also note
you did not address prior comment 3, as it relates to derivatives acquired on behalf of
customers, and see similar reference in the disclosures you proposed in res ponse to prior
comment 8.  Tell us the nature of these arrangements and all salient terms necessary to
understand the capacity in which you hold these instruments and the financial
implications.  Please describe the circumstances under which you acquire such
derivatives, the mechanisms by which you attribute the economics of holding these
instruments to your customers, and the relative significance of this program.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are

Mr. Michael H. Keown
Farmer Bros. Co.
May 16, 2014
Page 3

 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.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of t he disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any procee ding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact  Joseph Klinko at (202) 551-3824  if you have questions regarding
comments on the financial statements and related matters.  Please contac t me at  (202) 551 -3686
with any other questions.

Sincerely,

 /s/ Karl Hiller

Karl Hiller
Branch Chief

CORRESP
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		Responseto03272014SECLetter

April 10, 2014

VIA EDGAR

Mr. Karl Hiller

Branch Chief

Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C.  20549

Re:

 Farmer Bros. Co.

Form 10-K for the Fiscal Year ended June 30, 2013

Filed October 9, 2013

File No. 001-34249

Dear Mr. Hiller:

We submit this letter in response to comments received from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated March 27, 2014 with respect to the Annual Report of Farmer Bros. Co., a Delaware corporation (“Farmer Bros.,” the “Company,” “we” or “our”), on Form 10-K for the fiscal year ended June 30, 2013 filed with the Commission on October 9, 2013 (the “2013 Form 10-K”).

Based on our review of the Staff’s comment letter, and as further described herein, we believe that our 2013 Form 10-K is materially accurate, and therefore believe that no amendment to our existing filing is necessary. Instead, as indicated in our responses below, we hereby propose to make appropriate clarifications or modifications to our disclosures in future filings with the Commission.

We have included each of the Staff’s comments or requests for information in bold italic text to facilitate review of our responses.

Form 10-K for the Fiscal Year ended June 30, 2013

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 20

Results of Operations, page 27

1.

 We note you have disclosures on pages 28 and 30 referencing the increase in revenues that you report for both 2013 and 2012.  However, these do not indicate the extent to which increases in revenue are attributable to changes in prices, changes in volumes sold, or to the introduction of new products or services, as would be required to comply with Item 303(a)(3)(iii) of Regulation S-K.  Please disclose this required information.

Company Response:  The Company acknowledges the Staff’s comment and the requirements of Item 303(a)(3)(iii) of Regulation S-K.

In addition to the disclosures on pages 28 and 30 referenced by the Staff, we note the additional disclosures on pages 27 and 29 under the heading “Overview” wherein we discuss the fluctuations in

Farmer Brothers • 20333 S. Normandie Avenue, Torrance, CA 90502 •Toll Free: (800) 735-2878 • FarmerBros.com

Mr. Karl Hiller

Farmer Bros. Co.

April 10, 2014

Page 2

green coffee commodity market prices, the primary raw material used in our products as noted on page 2, in each of the respective periods. We also note that the disclosure on page 28 includes a discussion of the primary drivers of the increase in net sales in fiscal 2013 - increases in sales of our coffee and tea products; and the disclosure on page 30 includes a discussion of the primary drivers of net sales in fiscal 2012 - increases in list prices implemented in the second half of fiscal 2011. The Company will address the Staff’s comment in future filings with the Commission by adding a discussion of units sold and average unit price in relation to changes in net sales. Set forth below is an example of such a disclosure based on the results for the fiscal year ended June 30, 2013:

MD&A – Operations

Net sales increased 2.9% in fiscal 2013 as compared to fiscal 2012 primarily due to an increase in

unit sales of 13.7%, offset in part by a decrease in average unit price of 9.5% in fiscal 2013 as compared to fiscal 2012.  The increase in unit sales was primarily due to the increase in unit sales of coffee. The decrease in average unit price was primarily due to a decrease in coffee price.

2.

 We note that you identify risk factors pertaining to the price and availability of green coffee on pages 5 and 6, and have begun accounting for derivatives utilized to manage some of this risk as hedges, while increasing the length of the future periods covered by these instruments, as described on page 27.  We also note that while you discuss change in the cost of green coffee and indicate increases in revenue may be attributable to changes in volumes sold on page 28, you have not disclosed the volumes of any of commodities purchased, processed or sold during any of the periods covered by your report, nor your manufacturing and processing capacities or the extent to which your facilities are utilized.

We believe that more comprehensive disclosure is necessary to comply with Item 303 of Regulation S-K.  The guidance in FRC §501.12.b.1 (including footnote 5), emphasizes the importance of disclosing key indicators of financial condition and performance, including non-financial variables such as units or volume produced and sold and manufacturing plant capacity and utilization.  A principal objective of MD&A is to provide context or a frame of reference that allows readers to understand the effects of material changes, events, trends and uncertainties on the quality and potential variability of earnings and cash flows.  The guidance in FRC §501.12.b.3 emphasizes the importance of addressing the indicative value of your reported financial information in these respects.  Please expand your disclosure to include relevant information about the volumes of commodities that are correlated with your sales each period, the extent to which you have limited risk to future variations in price with derivatives and other contracts, also addressing capacities and the extent of utilization.

Company Response:  The Company acknowledges the Staff’s comment, the requirements of Item 303 of Regulation S-K, and the guidance set forth in FRC Section 501.12.b.

As disclosed in our risk factors pertaining to exposure to commodity cost fluctuations, we are exposed to cost fluctuations in coffee, milk, spices, natural gas and gasoline, of which coffee is the only commodity for which we routinely purchase exchange-traded coffee derivative instruments to limit our risk to future variations in price.  We do not purchase any derivative instruments to hedge cost fluctuations of any commodities other than coffee.

Farmer Brothers • 20333 S. Normandie Avenue, Torrance, CA 90502 •Toll Free: (800) 735-2878 • FarmerBros.com

Mr. Karl Hiller

Farmer Bros. Co.

April 10, 2014

Page 3

With respect to the Staff’s comment regarding disclosure of the Company’s utilization of commodities and the extent to which the Company has limited risk to future variations in commodity prices with derivatives and other contracts, we note the disclosure on page 29 regarding the increase in the number of our coffee-related derivative contracts as of June 30, 2013 covering 49.6 million pounds of green coffee compared to 18.2 million pounds of green coffee covered as of June 30, 2012. We also note that beginning with our filing with the Commission on Form 10-Q for the quarter ended September 30, 2013, in the notes to our consolidated financial statements we have disclosed the percentage of outstanding coffee-related derivative instruments, and the number of pounds of forecasted green coffee purchases represented thereby, that were designated as cash flow hedges as of the end of the relevant periods. In future filings with the Commission, the Company will add this disclosure in the MD&A. In addition, to further address the Staff’s comment, in future filings with the Commission we will supplement the disclosure by providing additional information regarding our hedging program in the first paragraph under the heading “Derivative Instruments” on page 21 (and similar disclosure) to read as follows (new text is underscored and deleted text is shown as strikethrough):

Derivative Instruments

We routinely purchase exchange-traded coffee derivative instrumentscontracts to enable us to fixlock in green coffee prices within a pre-established range, and we hold a mix of futures contracts and options to help hedge against the volatility in green coffee prices.  Our current policy is to employ these types of derivatives to fix the price of at least 3 months of our projected purchases in order to give us time to adjust our selling prices to the extent possible in light of market conditions and customer arrangements.

In future filings with the Commission, we will also clarify our disclosure regarding the amount of future purchase commitments as discussed below in response to Staff Comment 4.

With respect to the Staff’s comment regarding our plant capacity and utilization, we note the disclosure on page 14 under Item 2 that we believe our plants, distribution centers and branch warehouses will continue to provide adequate capacity for the foreseeable future.  We also note the filing of a complete list of properties operated by Farmer Bros. as Exhibit 99.1. We have also included disclosure of our expected capital expenditures in the MD&A under the heading “Liquidity and Capital Resources—Liquidity” on page 27, including expenditures for building and facility improvements. In the past, when capital expenditures for additional coffee roasters or production equipment were material, we have quantified the amount of such expenditures in our filings with the Commission. For example, in our Annual Report on Form 10-K for the fiscal year ended June 30, 2010, we disclosed the following:

Of the total capital expenditures in fiscal 2010 of approximately $28.5 million, $21.7 million was for machinery and equipment including $6.8 million in expenditures for the roasters and production equipment, including machinery and equipment for the DSD Coffee Business, and $1.0 million was for vehicles.

To further address the Staff’s comment, in future filings with the Commission we will provide additional disclosure of the utilization percentage of our manufacturing capacity similar to the following for fiscal 2013:

Farmer Brothers • 20333 S. Normandie Avenue, Torrance, CA 90502 •Toll Free: (800) 735-2878 • FarmerBros.com

Mr. Karl Hiller

Farmer Bros. Co.

April 10, 2014

Page 4

The Company’s utilization percentage of its manufacturing capacity varies with the types of products processed in its manufacturing facilities. As of June 30, 2013 the Company’s average utilization of its manufacturing capacity ranged from 60% to 70%.

3.

 You have disclosure in the last paragraph on page 27, referencing losses recognized for derivatives that are not accounted for as hedges, and stating that such losses "...are expected to be offset by future derivative gains as the coffee market changes, recovered through operating income as a result of the lower cost of goods assigned to the related coffee, or recovered from customers for whom contracts were purchased for their accounts."

We believe that you should have a reasonable basis for the expectations that you disclose.  Tell us how you are able to support your view on each point pertaining to the offset or recovery of loss recognized on your derivatives, and the key assumptions that you have made in formulating this view.  For example, explain how your knowledge of commodity futures at the time of making this disclosure correlates with your derivative positions at the time, address the elasticity of product prices relative to costs of the commodities, and describe your arrangements with customers that would require them to endure losses on derivatives you hold on their behalf.  Please supplement your explanation on these various points with the details necessary to understand all salient aspects of your arrangements to purchase commodity contracts on behalf of customers.

Also clarify the extent to which these arrangements have been utilized during each period, and the effects of accounting for these instruments in your financial statements.  If any of these contracts are also part of your hedge accounting, please explain your basis.

Company Response:  The Company acknowledges the Staff’s comment. The disclosure in the last paragraph on page 27 identified by the Staff was intended to explain that a decrease in coffee prices from the date that a coffee-related derivative is executed results in unrealized and realized losses on such coffee-related derivatives.  This statement was further meant to clarify that the effects of mark-to-market accounting result in volatility in the Company’s consolidated statements of operations.  The unrealized losses could become unrealized gains if coffee prices increase before the derivative expiration.  In addition, the Company intended to convey that the associated decrease in coffee prices results in a lower price paid for current coffee inventory purchases, further resulting in lower cost of goods sold.  A more detailed explanation follows.

If a coffee-related derivative instrument is not designated for hedge accounting, it is accounted for on a mark-to-market basis.  The following example demonstrates what can result in such a case, with the three potential outcomes noted in the disclosure on page 27 identified by the Staff above where current period losses are: (i) offset by future derivative gains; (ii) recovered through operating income as a result of the lower cost of goods assigned to the related coffee; or (iii) recovered from customers for whom contracts were purchased for their accounts.

Example:  Assume that, in period 1, the Company enters into a futures contract to purchase 100,000 lbs. of coffee at $1.80 per lb., which is the “C” Market price at the time of entering into the contract.  The contract is a standard exchange-traded futures contract.  The contract settles in 5 months, which is during period 2 in this example, and the contract is not designated as an accounting hedge.

Farmer Brothers • 20333 S. Normandie Avenue, Torrance, CA 90502 •Toll Free: (800) 735-2878 • FarmerBros.com

Mr. Karl Hiller

Farmer Bros. Co.

April 10, 2014

Page 5

•

 At the end of period 1, the “C” Market price of coffee is $1.40 per lb.  The Company records a loss of $40,000 in “Other income (loss)” during period 1.

•

 In period 2, the contract is applied to an incoming purchase order, and coffee is received by the Company.  One of the following three outcomes will occur:

(i)

 If the “C” Market price moves back to $1.80 per lb. before the contract is applied to the incoming order, then a $40,000 gain in “Other income (loss)” will be recognized and the coffee will be recorded in “Cost of goods sold” at the original contracted price of  $1.80 per lb.

(ii)

 If the “C” Market price does not move, then the coffee will be received at $1.40 per lb. and “Cost of goods sold” will be $40,000 less than the original contracted price of $1.80 per lb.

(iii)

 As is customary in the coffee industry, customers for whom the Company entered into the futures contract at $1.80 per lb. will generally buy the coffee that they ordered or will assume the responsibility for settling the contracts if they do not ultimately buy that coffee.

The Company proposes to remove the sentence identified by the Staff above (and any similar discussion) from future filings in order to avoid potential confusion.

Contractual Obligations, page 32

4.

 Please expand your disclosure to clarify the extent to which the purchase commitments listed in your table exclude commitments under your various contracts to acquire commodities, including contracts that you consider to be for normal purchases and contracts that are accounted for as derivatives.  Please quantify your exposure under any such arrangements and explain the features that you believe appropriately distinguish them from those reflected in your table.

Company Response:  The Company acknowledges the Staff’s comment.  The contracts in the table represent the Company’s purchase obligations under contracts that qualify as normal purchases including green coffee purchase commitments for which the price has been fixed as of the end of the period and do not include coffee-related derivatives.  The Company will address the Staff’s comment in future filings with the Commission by addin

March 27, 2014

Mr. Michael Keown
President and Chief Executive Officer
Farmer Bros. Co.
20333 South Normandie Avenue
Torrance, California 90502

Re: Farmer Bros. Co.
 Form  10-K for the Fiscal Year ended June 30, 2013
Filed October 9, 2013
File No. 001 -34249

Dear Mr. Keown :

We have reviewed your filing an d 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 within ten business days by amending your filing, by providing
the requested information, or by advising us when you will provide the requested response.   If you
do not believe our comments apply t o your facts and circumstances or do not believe an amendment
is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in response
to these  comments, we may have  additional comment s.

Form 10 -K for the Fiscal Year ended June 30 , 2013

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 20

Results of Operations, page 27

1. We note you have disclosures on pages 28 and 30 referencing the increase in revenues that
you report for both 2013 and 2012.  However, these do not indicate the extent to which
increases in revenue are attributable to changes  in prices , changes in  volume s sold, or to the
introduction of new products or services, as would be required to comply with Item
303(a)(3)(iii) of Regulation S -K.  Please disclose  this required information.

2. We note that you identify risk factors pertaining to  the price and availability of green coffee
on pages 5 and 6, and have begun accounting for derivatives utilized to manage some of this
risk as hedges, while increasing the length of the future periods covered by these
instruments, as described on page 27.   We also note that while you discuss change in the
cost of green coffee and indicate increases in revenue may be attributable to changes in

Mr. Michael H. Keown
Farmer Bros. Co.
March 27, 2014
Page 2

 volumes sold on page 28, you have not disclosed the volumes of any of commodities
purchas ed, processed or sold duri ng any of the periods covered by your report, nor your
manufacturing and processing capacities  or the extent to which your facilities are utilized.

We believe that more comprehensive disclosure is necessary to comply with Item 303 of
Regulation S -K.  The guidance in FRC §501.12.b.1  (including footnote 5 ), emphasizes the
importance of disclosing key indicators of financial condition and performance, including
non-financial variables such as units or volume produced and sold and manufacturing p lant
capacity and utilization.  A principal objective of MD&A is to provide  context or a frame of
reference that allows readers to understand the effects of material changes, events, trends
and uncertainties  on the quality and potential variability of earnings a nd cash flows.  The
guidance in FRC §501.12.b.3 emphasizes the importance of addressing the indicative value
of your reported financial information  in these respects.   Please expand your disclosure to
include relevant information about the volumes of commo dities that are correlated with your
sales each period, the extent to which you have limited risk to future variations in price with
derivatives and other contracts, also addressing capacities and the extent of utilization.

3. You have disclosure in the last  paragraph on page 27, referencing losses recognized for
derivatives that are not accounted for as hedges, and stating that such losses "...are expected
to be offset by future derivative gains as the coffee market changes, recovered through
operating incom e as a result of the lower cost of goods assigned to the related coffee, or
recovered from customers for whom contracts were purchased for their accounts."

We believe that you should have a reasonable basis for the expectations that you disclose.
Tell us  how you are able to support your view on each point pertaining to the offset or
recovery of loss recognized on your derivatives, and the key assumptions that you have
made in formulating this view.  For example, explain how your knowledge of commodity
futures at the time of making this disclosure correlates with your derivative positions at the
time, address the elasticity of product prices relative to costs of the commodities, and
describe your arrangements with customers that would require them to endure  losses on
derivatives you hold on their behalf.  Please supplement your explanation on these various
points with the details necessary to understand all salient aspects of your arrangements to
purchase commodity contracts on behalf of customers.

Also c larify the extent to which these arrangements have been utilized during each period,
and the effects of accounting for these instruments in your financial statements.  If any of
these contracts are also part of your hedge accounting, please explain your ba sis.

Contractual Obligations, page 32

4. Please expand your disclosure to clarify the extent to which the purchase commitments
listed in your table exclude commitments under your various contracts to acquire
commodities, including contracts that you consider to be for normal purchases and contracts
that are accounted for as derivatives.  Please quantify your exposure under any such

Mr. Michael H. Keown
Farmer Bros. Co.
March 27, 2014
Page 3

 arrangements and explain the features that you believe appropriately distinguish them from
those reflected in your table.

Quantitative and Qualitative Disclosures about Market Risk, page 33

5. We note that you provide sensitivity disclosure for coffee -related derivative instruments
designated as hedges.  Please expand your disclosure to encompass all market risk sensitive
instruments, including contracts not designated as hedges and those you co nsider to be for
normal purchases to comply with Item 305(a)(1) of Regulation S -K.  Also describe any
material limitations that cause your disclosures to not fully reflect your market risk
exposure, provide comparative market risk disclosure for the prior year, and address any
material changes in exposure between periods to comply with Items 305(a)(2) and (3) .

Financial Statements

Note 1  - Summary of Significant Accounting Policies, page 42

Organization

6. We note your disclosure indicating you have no more than one reportable operating
segment, although on page 1 you describe a range of products among 3,500 SKU's,
represented generally by the categories of coffee, tea and culinary products.  We see similar
information on your website and note your partial disaggregation of inve ntory in Note 8 on
page 63, includes brewing equipment.  We understand from your disclosure on page 1 that
sales of  roasted coffee products represent about 50% of your total sales , and that products in
other categories comprise the balance.  Given the fore going, it appears that you should
disclose revenues for each product and service, or each group of similar products and
services, to comply with FASB ASC 280 -10-50-40.  As explained in FASB ASC 280 -10-
50-38, this information is required if not otherwise di sclosed with your reportable operating
segment information.  Please submit the revisions that you propose to address this concern;
and to the extent you would group products where similarity is not readily apparent, as
would appear to be the case, for exam ple, for non -coffee products with coffee, non -tea
products with tea, or spices with other products in your culinary group, also submit the
underlying numerical information that would be combined and explain your rationale.

Principles of Consolidation

7. We note that you have identified two subsidiaries consolidated in your financial statements,
although these do not include Coffee Bean International, Inc.,  which appears to also be a
subsidiary of yours, based on disclosure on page 1.  You have risk factor di sclosure on page
13, and litigation disclosure on pages 15 and 85, indicating you are conducting business
through this subsidiary that may involve non -compliance with certain requirements for
labeling products that include acrylamide, and that you are unab le to predict the outcome or
estimate a range of reasonably possible loss.  Please expand your disclosure under this

Mr. Michael H. Keown
Farmer Bros. Co.
March 27, 2014
Page 4

 heading to clarify your relationship with Coffee Bean International, Inc., and modify your
exhibit 21 as necessary to comply with Item 601( b)(21) of Regulation S -K.

Please  modify your litigation related disclosures to clarify your position with respe ct to the
allegation, indicat e the extent to which the substance is contained in your various products,
and whether this necessary aris es in processing or may be eliminated or reduced with your
initiative.  Given your disclosure describing the range and nature of penalties that  are
possible, including material adverse effect on your results of operations, you should also
clarify the extent of your eff orts to comply with the labeling  require ment.

Note 3 - Derivative Instruments, page 59

8. We understand from your disclosure under this heading, and your corresponding policy note
on page 42, that you were applying h edge accounting for 89% of your commodity
derivatives as of June 30, 2013 .  You also indicate that you have contracts that are not
accounted for as derivatives because they qualify as normal purchases.  However, the extent
to which your anticipated future needs are covered by these various types of contracts has
not been disclosed.  Please submit a schedule that summarizes your positions in t hese
instruments , relative to your requirements for each future period , also showing correlation
with your historical purchase activity; and clarifying the extent to which quantities to be
acquired under derivatives being accounted for as hedges are incremental to quantities to be
acquired under contacts that you believe qua lify as normal purchases.  Please include the
analysis that you performed under FASB ASC 815 -10-15-22 through 29, in determining that
contracts to acquire commodities that are not accounted for as derivatives qualified as
normal purchases, also identify  and contrast  the distinguishing characteristics of such
contracts with each of type of contract utilized in you r hedging program.

Note 8  - Inventories, page 63

9. We note that present values for both processed and unprocessed inventory as it relates to
three product categories, including coffee, tea/culinary, and brewing equipment.  However,
we do not see disclosure about the nature of cost elements reflected in these amounts, under
this heading or in your policy note on page 44, as would be required to c omply with Rule 5 -
02.6 of Regulation S -X.  Under this guidance you would also need to disclose amounts for
major classes of inventory, such as finished goods, work in process, raw materials, and
supplies.  Tell us why you believe your current disclosure, i ncluding amounts described as
unprocessed brewing equipment, achieves the objective of this requirement and submit any
revisions that your propose to alleviate these concerns.

Note 5  - Fair Value Measurements, page 61

10. We note the statement that you value  Level 2 assets and liabilities, including derivatives,
using model -based valuation techniques.  We also note that a key input to derivative or
option pricing models is volatility.  Tell us how you determined that the model -based

Mr. Michael H. Keown
Farmer Bros. Co.
March 27, 2014
Page 5

 valuation technique used to value your derivative assets and liabilities is Level 2 as opposed
to Level 3 in the fair value hierarchy.  Please note that under FASB ASC 820 -10-35-37 the
level in the fair value hierarchy should be determined based upon the lowest level input that
is significant to the fair value measurement in its entirety.  We also refer you to FASB ASC
820-10-55-22 which indicates  that a Level 3 input would include historical volatility.  If you
are unable to support the Level 2 category , provide a reconciliation of the beginning and
ending balances of your Level 3 investments  to comply with FASB ASC 820 -10-50-2(c).

We urge all persons who are responsible for the accurac y and adequacy of the disclosure in
the filing to be certain that the filing includes the information the Securities Exchange Act of 1934
and all applicable Exchange Act rules require.   Since the company and its management are in
possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible f or the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and

 the company may not assert staff co mments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

You may contact  Joseph Klinko  at (202) 551 -3824  if you have questions regarding
comments on the financial statements and related matters.  Please contact me at (202) 551 -3686
with any other questions.

Sincerely,

 /s/ Karl Hiller

Karl Hiller
Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F STREET, N.E.
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        September 10, 2008

Mr. John E. Simmons
Chief Financial Officer Farmer Bros. Co. 20333 South Normandie Avenue Torrance, CA 90502
 Re: Farmer Bros. Co.
Form 10-K for Fiscal Year Ended June 30, 2007 Filed September 13, 2007 Response Letter Dated March 12, 2008 Response Letter Dated April 2, 2008 Form 10-Q for the Quarterly Period Ended March 31, 2008 Filed May 9, 2008 Response Letter Dated May 9, 2008 Response Letter Dated June 30, 2008 Response Letter Dated September 9, 2008 File No. 000-01375

 Dear Mr. Simmons:
We have completed our review of your Form 10-K and related filings and have no
further comments at this time.          S i n c e r e l y ,            Jill Davis         B r a n c h  C h i e f

CORRESP
1
filename1.htm

[Farmer Bros. Letterhead]

September 9,
2008

Ms. Jill
Davis

Branch
Chief

Division
of Corporate Finance, Mail Stop 7010

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C.  20549-7010

  Re:

  Farmer Bros. Co.

  Form 10-K for
  Fiscal Year Ended June 30, 2007

  Filed
  September 13, 2007

  Response Letter Dated
  March 12, 2008

  Response Letter Dated
  April 2, 2008

  Form 10-Q for the
  Quarterly Period Ended March 31, 2008

  Filed May 9, 2008

  Response Letter Dated
  May 9, 2008

  File No. 000-01375

Dear
Ms. Davis,

The following comments
are responsive to your latest letter dated May 14, 2008 and our subsequent
informal discussions on August 25, 2008, September 4, 2008 and September 5,
2008.  We are providing this additional
information to aid in your review.
Please note that the numbers referenced below correspond to the comment
numbers set forth in your letter of May 14, 2008.

Form 10-K for the
Fiscal Year Ended June 30, 2007

Fiscal Years Ended June 30
2007 and 2006 — Comparative Information, page 16

1.             We
have reviewed your response to prior comment number two. We note that you cite
your capitalization policy in your response as a basis for your conclusion. We
are not in a position to agree that a dollar-value capitalization policy
threshold is contemplated in GAAP. Please revise your analysis to address the
extent to which brewing equipment expense, which you indicate consists of
numerous individually-immaterial assets and component parts, are collectively
material for each period reported.  We
also note in your response that you maintain ownership of the equipment and
maintain the ability to control your customer’s use of the equipment even after
it has been placed in service at the customer’s location. This appears to be an
indication that the equipment has characteristics consistent with those of an
asset, and not a current-period expense. By reference to appropriate GAAP or
other accounting literature, please tell us how you have concluded that your
coffee brewing

1

equipment is not an asset
consistent with paragraphs 25 thru 33 of FASB Concept Statement No. 6 that
should be inventoried prior to its use-in-service, and depreciable subsequent
to its placement into service.

We have
analyzed the impact of our past accounting treatment of these items as compared
to the suggestion that such items should be capitalized.  Our evaluation of the expensed items
classified generally as “coffee brewing equipment” includes a wide range of
actual coffee brewers and similar equipment that typically have useful lives of
more than one year, as well as many items such as glass pots, thermos jugs, and
similar items that do not typically have a useful life greater than a
year.  We believe that coffee brewing
equipment with a cost of $150 or greater typically has an estimated useful life
of three years based on historical trends of use and utility.

Based
upon our analysis, the effect of capitalized coffee brewing equipment would
have been as follows:

Balance
Sheet (a)

  Increase in assets

  June 30,
  2008 (b)

  $6.5
  million (2.1% of total assets)

  June 30,
  2007

  $5.9
  million (1.7% of total assets)

  June 30,
  2006

  $4.6
  million (1.4% of total assets)

Earnings
(a)

  June 30,
  2008(b)

  $4.6 million expense reported vs. $3.6 million pro forma
  depreciation expense ($1.1 million difference) (c)

  June 30,
  2007

  $4.3 million expense reported vs. $3.1 million pro forma
  depreciation expense ($1.2 million difference) (c)

  June 30,
  2006

  $3.8 million expense reported vs. $2.5 million pro forma
  depreciation expense ($1.2 million difference)

  (a)

  “Pro
  forma depreciation expense” represents depreciation expense that would have
  been recognized had we capitalized coffee brewing equipment with a useful
  life in excess of one year upon purchase, and depreciated such assets over
  their estimated useful life. For purposes of this analysis, we used an
  estimated useful life of three years. The impact on the balance sheet also
  reflects these calculations and assumptions.

  (b)

  Figures
  at June 30, 2008 are preliminary, subject to the completion of our
  financial statement close process and reporting, which we expect to complete
  shortly. However, we do not expect that there will be any material change to these
  figures.

  (c)

  The
  amounts discussed in our phone call on September 4, 2008 did not include
  some outside purchases that should have been included.

In each
case, the total annual and quarterly differences are less than 1% of revenues,
gross profit, and operating expenses. The difference in methods has no impact
on operating profit (loss), pre-tax earnings (loss), or net income (loss).

From a quantitative standpoint,
we also considered that the different results are temporary in nature —
capitalizing and depreciating this equipment serves to recognize the expense
over the three year useful life instead of during the year of purchase, so the
impact on net income and hence retained earnings for any particular piece of
equipment is identical over any three year period. Given these and the other
quantitative factors outlined herein, we do not believe that there has been any
material impact on the Company’s earnings trend that resulted from the
difference in accounting methods.

2

We also analyzed qualitative
factors in a manner that is consistent with the SEC Staff’s guidance in Staff
Accounting Bulletin No. 99, and we do not believe that there are any
qualitative factors that cause us to regard such past differences as material.

We have concluded, therefore,
that to date there has been no material difference between the two accounting
methods.  However, we are aware of likely
changes in our operations that in future periods might result in material differences.
 For that reason we will start
capitalizing coffee brewing equipment with an estimated useful life in excess
of one year on a prospective basis.

2.             We
note in your response to our prior comment number two that you conclude that
your coffee brewing equipment expenses are classified as an element of selling
expenses and your facts and these transactions are outside of the scope of EITF
01-9. We are unable to agree with your conclusion as it appears that your
response has not addressed why EITF 01-9 would not be applicable. It does not
appear that your reference to paragraph 7 limits the applicability of EITF 01-9
to your situation in that it relates to free or discounted products or services
redeemable by the customer at a future date. In practice, your provision of
brewing equipment to your customers is not at a future date, but in the current
and ongoing accounting periods in question. Therefore, this limitation in the
scope of EITF 01-9 does not appear to apply.  It is our understanding that EITF 01-9 applies
to consideration given by a vendor to a customer, with consideration defined in
Exhibit 01-9E to include free products or services given to the customer
by the vendor. Please tell us why you believe that your provision of brewing
equipment and the related servicing of this equipment does not constitute
consideration within the scope of EITF 01-9. Additionally please address
paragraph 10 of EITF 01-09 in your response.

We have considered SEC Staff
comments about the merits of modifying the presentation of our operating
results in this manner as an alternative to the Company’s traditional approach
to presenting such expenses.  We plan on
modifying our presentation of such costs in future filings, and will include
the costs related to providing coffee brewing equipment to our customers as a cost
of sales in our statement of operations and not as a selling expense.

So that the readers of our
financial statements are aware of this revision, we will provide the following
disclosure in Note 1 to the financial statements to be included in our next
annual report on Form 10-K:

“The Company
has reclassified its reporting for expenses related to coffee brewing equipment
provided to customers.  These costs
include the cost of the equipment as well as the cost of servicing that
equipment (including service employees’ salaries and the cost of supplies and
parts).  We believe these costs will be
better characterized as direct costs of generating revenues from our
customers.  Accordingly, such costs are now
reported as cost of sales in the accompanying financial statements for the
years ended June 30, 2008, 2007, and 2006, in the amounts of $20.4
million, $18.6 million, and $15.8 million, respectively. In prior periods,
these costs were presented as selling expenses. This change impacts reported
gross profit in the years presented by these amounts. The change reduces gross
profit but has no impact on net income, total assets, or cash flows in any
year.”

The following summary illustrates
the significant components of coffee brewing equipment costs and our approach
to report coffee brewing equipment and service costs.

3

Summary of Coffee Brewing Equipment Costs

  2008

  2007

  2006

  CBE (d)

  $

  4,684,000

  $

  4,286,000

  $

  3,848,000

  CBE Supplies (d)

  7,147,000

  4,566,000

  3,577,000

  $

  11,831,000

  $

  8,852,000

  $

  7,425,000

  CBE Parts (d)

  2,898,000

  4,384,000

  3,367,000

  TOTAL CBE

  $

  14,729,000

  $

  13,236,000

  $

  10,792,000

  Service personnel

  5,204,000

  4,976,000

  4,609,000

  Other service costs

  546,000

  467,000

  430,000

  TOTAL SERVICE COSTS

  $

  20,479,000

  $

  18,679,000

  $

  15,831,000

  (d)

  Our final review of the CBE
  accounts previously expensed included some inconsistencies in the CBE Parts
  and CBE Supplies totals for 2007 and 2006 related to you in our June 30
  letter. The total amounts have not changed, just the classifications, and we
  identified some accounts that do not represent CBE or supplies. The above
  amounts for CBE, supplies and parts reconciles to amounts in our
  June 30, 2008 letter as follows:

  2007

  2006

  CBE

  $

  4,286,000

  $

  3,848,000

  CBE Supplies

  $

  4,566,000

  $

  3,577,000

  CBE Parts

  $

  4,384,000

  $

  3,367,000

  TOTAL CBE

  $

  13,236,000

  $

  10,792,000

  Previously reported in June 30 letter as:

  CBE

  $

  7,343,000

  $

  5,353,000

  CBE Parts

  7,063,000

  6,023,000

  $

  14,406,000

  $

  11,376,000

  Not CBE Related expenses

  (1,170,000

  )

  (584,000

  )

  TOTAL CBE

  $

  13,236,000

  $

  10,792,000

4

We acknowledge that:

·                  the company is responsible for the adequacy
and accuracy of the disclosure in the filing;

·                  staff comments or changes to disclosure in
response to staff comments do not foreclose the Commission from taking any
action with respect to the filing; and

·                  the company may not assert staff comments as
a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

If
you have further questions please contact me directly at 310-787-5241 or
through my assistant Lorette Irvin at 310-787-5242.  Should you communicate by FAX, please note
that the correct FAX numbers to use are 310-787-5376 or 310-787-5436.

  Sincerely,

  FARMER
  BROS. CO.

   /S/ John E. Simmons

  John
  E. Simmons

  Treasurer
  and Chief Financial Officer

  Cc:

  James Giugliano

  John Anglin

  Teri Witteman

  Patrick
  Niemann

5

CORRESP
1
filename1.htm

Farmer Bros Co
LETTERHEAD

June 30, 2008

Ms. Jill Davis

Branch Chief

Division of Corporate
Finance, Mail Stop 7010

United States Securities
and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549-7010

Re:          Farmer Bros. Co.

Form 10-K for Fiscal
Year Ended June 30, 2007

Filed September 13, 2007

Response Letter Dated March 12,
2008

Response Letter Dated April 2,
2008

Form 10-Q for the
Quarterly Period Ended March 31, 2008

Filed May 9, 2008

Response Letter Dated May 9,
2008

File No. 000-01375

Dear Ms. Davis,

The following comments
are responsive to your latest letter dated May 14, 2008.  We are providing this additional information
to aid in your review.  Please note that
the numbers referenced below correspond to the comment numbers set forth in your
letter of May 14, 2008.

Form 10-K for the
Fiscal Year Ended June 30, 2007

Fiscal Years Ended June 30
2007 and 2006 — Comparative Information, page 16

1.             We have reviewed your response to prior
comment number two. We note that you cite your capitalization policy in your
response as a basis for your conclusion. We are not in a position to agree that
a dollar-value capitalization policy threshold is contemplated in GAAP. Please
revise your analysis to address the extent to which brewing equipment expense,
which you indicate consists of numerous individually-immaterial assets and
component parts, are collectively material for each period reported.  We also note in your response that you
maintain ownership of the equipment and maintain the ability to control your
customer’s use of the equipment even after it has been placed in service at the
customer’s location. This appears to be an indication that the equipment has
characteristics consistent with those of an asset, and not a current-period
expense. By reference to appropriate GAAP or other accounting literature,
please tell us how you have concluded that your coffee brewing equipment is not
an asset consistent with paragraphs 25 thru 33 of FASB Concept

1

Statement No. 6 that
should be inventoried prior to its use-in-service, and depreciable subsequent
to its placement into service.

Our
costs relating to the purchase of coffee brewing equipment for customers
totaled $7,343,000, $5,353,000, and $4,197,000 during the fiscal years ended June 30,
2007, 2006, and 2005, respectively, and represented approximately 7%, 5% and
5%, respectively, of our total selling expenses for those periods.  These
purchases are substantially comprised of coffee brewers and related equipment
costing less than $1,000 each. These costs are incurred to respond to existing
or new customer needs and do not relate to revenue levels.  For parts to
repair or maintain coffee brewers, we incurred costs of $7,063,000, $6,023,000,
and $4,909,000 during the fiscal years ended June 30, 2007, 2006, and
2005, respectively, which represented approximately 7%, 6% and 5%,
respectively, of our total selling expenses for those periods.  While this
expense is substantially comprised of individual parts costing less than $50
each, we have more than 47,000 active customers in our route sales division
alone, and the average customer may have two to three pieces of equipment
(coffee brewers, coffee grinders, cocoa machines, cappuccino machines, etc.) at
a given time. (Please note that the annual total of each category exceeds the
amounts included in my letter dated May 9.  We inadvertently
neglected to include certain general ledger accounts in the totals reflected in
the May 9 letter.) We believe the level of these expenses to be immaterial
to our operations as a whole.

Paragraph
25 of FASB Concept Statement No. 6 defines assets as “… probable future
economic benefits obtained or controlled by a particular entity as a result of
past transactions or events.”  Our business strategy is to provide our
customers with coffee brewing equipment and related service as incentives to
buy our coffee products. We also benefit by having equipment with our brand and
logo in our customers’ locations, which, combined with our service and quality
products, helps create customer goodwill and loyalty.   While we hope that the goodwill we believe
we obtain through the provision and servicing of coffee brewing equipment to
our customers will generate future economic benefits, this is not assured.  We do not tie equipment to customer purchase
requirements and therefore do not control any future benefit. Customers may
terminate at any time.  Nor are we able to
determine whether subsequent purchases relate to our providing equipment and
equipment service or to other factors such as price, product quality, or the
convenience of direct store delivery.  We
do not know whether we in fact obtain future economic benefits from furnishing
equipment and equipment service, and we certainly do not “control” any benefits
obtained.

We refer
to paragraph 168 of Appendix B to FASB Concept Statement No. 6 which
states:  “An item does not qualify as an asset or liability of an entity
if it lacks one or more essential characteristics.”  In this case, we are uncertain whether we
obtain any future economic benefits from providing and servicing coffee brewing
equipment.  Additionally, paragraph 175
of Appendix B to FASB Concept Statement No. 6 provides that “[t]he kinds
of items that may be recognized as expenses or losses rather than as assets
because of uncertainty are some in which management’s intent in taking certain
steps or initiating certain transactions is clearly to acquire or enhance
future economic benefits available to the entity….The uncertainty is not about
the intent to increase future economic benefits but about whether and, if so,
to what extent they succeeded in doing so.”

Additionally,
paragraph 28 of FASB Concept Statement No. 6 states that “future economic
benefit eventually results in net cash inflows to the enterprise As stated
above, the customer’s decision to purchase our products is outside of our
control, is thus subject to a high degree of uncertainty as to what amount of
revenue, if any, will be realized from a particular customer, and we are unable
to determine whether purchases are attributable to our furnishing and servicing
equipment or to other factors.  Therefore, there can be no assurance that
the Company will receive any
future net cash inflow associated with the provision and servicing of coffee
brewing equipment.

We also
refer to paragraph 23 of FASB Concept Statement No. 6 which states: “To be
included in a particular set of financial statements, an item must not only
qualify under the definition of an element but also must meet criteria for
recognition and have a relevant attribute (or surrogate for it) that is capable
of reasonably reliable measurement or estimate.”   As stated in
paragraph 48 of FASB Concept Statement No. 6, “recognition or measurement
considerations stemming from uncertainty may result in not recognizing as
assets or liabilities some items that qualify as such under the
definition…until their existence becomes more probable or their measures become
more reliable.”

2

We also
refer to paragraph 23 of FASB Concept Statement No. 6 which states: “To be
included in a particular set of financial statements, an item must not only
qualify under the definition of an element but also must meet criteria for
recognition and have a relevant attribute (or surrogate for it) that is capable
of reasonably reliable measurement or estimate.”   As stated in
paragraph 48 of FASB Concept Statement No. 6, “recognition or measurement
considerations stemming from uncertainty may result in not recognizing as
assets or liabilities some items that qualify as such under the
definition…until their existence becomes more probable or their measures become
more reliable.”

Given
our business strategy and practice relating to these products and services, we
believe that such costs more closely reflect the characteristics of expenses,
as summarized in paragraph 81 of FASB Concept Statement No. 6, which
states, “Expenses represent actual or expected cash outflows (or the
equivalent) that have occurred or will eventuate as a result of the entity’s
ongoing major or central operations.”

We also
believe that paragraph 148 of FASB Concept Statement No. 6 is relevant,
stating that “Some costs that cannot be directly related to particular revenues
are incurred to obtain benefits that are exhausted in the period in which the
costs are incurred. For example, salesmen’s monthly salaries and electricity
used to light an office building usually fit that description and are usually
recognized as expenses in the period in which they are incurred. Other costs
are also recognized as expenses in the period in which they are incurred
because the period to which they otherwise relate is indeterminable or not
worth the effort to determine.” In  our
case, given that our customers are under no obligation to purchase from us and,
in fact, can stop purchasing from us at any time, and the fact that we do not
know whether a particular purchase relates to equipment or other factors, the
period to which the coffee brewing expenses relate is indeterminable and,
therefore, under paragraph 148 of FASB Concept Statement No. 6 should be
expensed in the period in which they are incurred.

Because
of these factors, we believe that expense recognition for the costs of these
products and services in the period incurred is an acceptable method of
accounting.  We further believe that this
is the result required under EITF 01-9 discussed below.

2.             We note in your response to our prior
comment number two that you conclude that your coffee brewing equipment
expenses are classified as an element of selling expenses and your facts and
these transactions are outside of the scope of EITF 01-9. We are unable to
agree with your conclusion as it appears that your response has not addressed
why EITF 01-9 would not be applicable. It does not appear that your reference
to paragraph 7 limits the applicability of EITF 01-9 to your situation in that
it relates to free or discounted products or services redeemable by the
customer at a future date. In practice, your provision of brewing equipment to
your customers is not at a future date, but in the current and ongoing
accounting periods in question. Therefore, this limitation in the scope of EITF
01-9 does not appear to apply.  It is our
understanding that EITF 01-9 applies to consideration given by a vendor to a
customer, with consideration defined in Exhibit 01-9E to include free
products or services given to the customer by the vendor. Please tell us why
you believe that your provision of brewing equipment and the related servicing
of this equipment does not constitute consideration within the scope of EITF
01-9. Additionally please address paragraph 10 of EITF 01-09 in your response.

On
further consideration, we agree that paragraph 10 and not paragraph 7 of
ETIF-01-9 applies in our case. Under paragraph 10 the cost of the consideration
is to be treated as an expense when recognized. Relative to the classification
of these expenses, we regard these costs as selling expenses, not direct costs
of producing our coffee products. Our provision of coffee brewing equipment is
part of our overall sales process.  Our strategy is to provide our
customers with coffee brewing equipment as an incentive to buy our coffee
products, and we also benefit by having equipment with our brand and logo in
our customers’ locations, which, combined with our service and quality
products, helps create customer goodwill and loyalty by enhancing the overall
purchasing process.  Such equipment is
not integral to a customer’s use of our coffee products, as customers

3

can use
other equipment to make coffee. Accordingly, we believe that our classification
is reasonable and appropriate.

Consolidated
Statements of Stockholders’ Equity. page 2

3.             As previously requested in our prior
comment number four, please provide us with a sample of your proposed
disclosure which you plan to include in your next annual filing. Your proposed
explanatory disclosure should explain the nature and effect of the change in
your presentation of the adoption of FAS 158, including disclosure of how this
amount was previously presented and the resulting impact on comprehensive
income. Additionally, please confirm to us that your proposed disclosure will
be included both within your financial statements and prominently displayed
within the forepart of your next Form 10-K (i.e. preceding Item 1).

The following is
a sample of our proposed disclosure that we plan to include in our next annual
filing. We confirm that disclosure similar to this will be included both within
our financial
statements and prominently
displayed within the forepart of our next Form 10-K.

“During the fiscal year ended June 30,
2007, the Company adopted the recognition provisions of SFAS No. 158 and
applied them to the funded status of its defined benefit plans resulting in a
decrease in stockholders’ equity of $8.8 million as of June 30, 2007.
In the Company’s consolidated statement of stockholders’ equity contained in
its Form 10-K for the fiscal year ended June 30, 2007, this decrease
was presented as a decrease of $8.8 million to other comprehensive income.  In accordance with SFAS No. 158, this
adjustment should have been recorded against accumulated other comprehensive
income.  As a result, the Company has
adjusted the accumulated other comprehensive income and other comprehensive
income balances presented in the accompanying consolidated statements of
stockholders’ equity for the fiscal year ended June 30, 2007 in accordance
with SFAS No. 158.”

Acquisition of
Coffee Bean International, Inc., page 24

4.             We note in your response to our prior
comment number five that you assert the pro forma information prescribed by FAS
141 is immaterial for financial statement disclosure citing, among other
factors, which CBI accounted for less than 10% of your net sales and profits
for the fiscal year 2007. Please clarify whether or not your analysis
considered financial information for the entire 2007 fiscal year (as if the
transaction had consummated at the beginning of the year) or the period
subsequent to the acquisition date. We note in your disclosure in your 10-Q for
the quarterly period ended March 31, 2008 that CBI contributed to 74% of
the 26% increase (or 19% of the increase) in net sales for the first nine
months of fiscal 2008 as compared to the same period in 2007. Given this
disclosure, and despite the qualitative factors noted in your response, it
continues to be unclear as to why you believe FAS 141 pro forma disclosures are
not relevant in enabling an investor’s understanding of how this acquisition
would have impacted your historical results of operations. Please consider
adding this disclosure to your financial statements in your next annual report
on Form 10-K, or tell us why you believe such information should not be
included. In responding to this comment, please provide us with a sample of
your disclosure in satisfaction of the pro forma requirements of FAS 141.

4

As previously communicated, in
determining that the acquisition of CBI was not material to our YE 6/30/07
results, we applied the significance tests of rule 3-05 of Regulation S-X
as a starting point.  The analysis of the
significance of this acquisition considered financial information for the
entire 2007 fiscal year.  The asset and
investment test calculation yielded a result of less than 10%.  The income test calculation was less than
15%.  Other qualitative considerations
were cited in our May 9, 2008 response.
In light of all the circumstances known to management at that time,
management determined that pro-forma financial information on CBI would not
have been material to investors.  As you
have noted above, during fiscal 2008 the major change in sa

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F STREET, N.E.
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        May 14, 2008

Mr. John E. Simmons
Chief Financial Officer Farmer Bros. Co. 20333 South Normandie Avenue Torrance, CA 90502
 Re: Farmer Bros. Co.
Form 10-K for Fiscal Year Ended June 30, 2007 Filed September 13, 2007 Response Letter Dated March 12, 2008 Response Letter Dated April 2, 2008 Form 10-Q for the Quarterly Period Ended March 31, 2008 Filed May 9, 2008 Response Letter Dated May 9, 2008 File No. 000-01375

 Dear Mr. Simmons:
We have reviewed your response letter and have the following comments.  Please
provide a written response to our comments.  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.   Form 10-K for the Fiscal Year Ended June 30, 2007

 Fiscal Years Ended June 30 2007 and 2006 – Comparative Information, page 16

 1. We have reviewed your response to prior comment number two. We note that you
cite your capitalization policy in your response as a basis for your conclusion.  We are not in a position to agree that a dollar-value capitalization policy threshold is contemplated in GAAP.  Please revise your analysis to address the extent to which brewing equipment expense, which you indicate consists of numerous individually-immaterial assets and component parts, are collectively material for each period reported.

Mr. Simmons
Farmer Bros. Co. May 14, 2008 Page 2

We also note in your response that you maintain ownership of the equipment and maintain the ability to control your customer’s use of the equipment even after it has been placed in service at the customer’s location.  This appears to be an indication that the equipment has characteristics consistent with those of an asset, and not a current-period expense.  By reference to appropriate GAAP or other accounting literature, please tell us how you have concluded that your coffee brewing equipment is not an asset consistent with paragraphs 25 thru 33 of FASB Concept Statement No. 6 that should be inventoried prior to its use-in-service, and depreciable subsequent to its placement into service.
 2. We note in your response to our prior comment number two that you conclude
that your coffee brewing equipment expenses are classified as an element of selling expenses and your facts and these transactions are outside of the scope of EITF 01-9.  We are unable to agree with your conclusion as it appears that your response has not addressed why EITF 01-9 would not be applicable.  It does not
appear that your reference to paragraph 7 limits the applicability of EITF 01-9 to your situation in that it relates to free or discounted products or services redeemable by the customer at a future date.  In practice, your provision of brewing equipment to your customers is not at a future date, but in the current and ongoing accounting periods in question.  Therefore, this limitation in the scope of EITF 01-9 does not appear to apply.   It is our understanding that EITF 01-9 applies to consideration given by a vendor to a customer, with consideration defined in Exhibit 01-9E to include free products or services given to the customer by the vendor.  Please tell us why you believe that your provision of brewing equipment and the related servicing of this equipment does not constitute consideration within the scope of EITF 01-9.  Additionally please address paragraph 10 of EITF 01-09 in your response.

Mr. Simmons
Farmer Bros. Co. May 14, 2008 Page 3

Consolidated Statements of Stockholders’ Equity, page 23
 3. As previously requested in our prior comment number four, please provide us
with a sample of your proposed disclosure which you plan to include in your next annual filing.  Your proposed explanatory disclosure should explain the nature and effect of the change in your presentation of the adoption of FAS 158, including disclosure of how this amount was previously presented and the resulting impact on comprehensive income.  Additionally, please confirm to us that your proposed disclosure will be included both within your financial statements and prominently displayed within the forepart of your next Form 10-K (i.e. preceding Item 1).
 Acquisition of Coffee Bean International, Inc., page 24

 4. We note in your response to our prior comment number five that you assert the
pro forma information prescribed by FAS 141 is immaterial for financial statement disclosure citing, among other factors, which CBI accounted for less than 10% of your net sales and profits for the fiscal year 2007.  Please clarify whether or not your analysis considered financial information for the entire 2007 fiscal year (as if the transaction had consummated at the beginning of the year) or the period subsequent to the acquisition date.  We note in your disclosure in your 10-Q for the quarterly period ended March 31, 2008 that CBI contributed to 74% of the 26% increase (or 19% of the increase) in net sales for the first nine months of fiscal 2008 as compared to the same period in 2007.  Given this disclosure, and despite the qualitative factors noted in your response, it continues to be unclear as to why you believe FAS 141 pro forma disclosures are not relevant in enabling an investor’s understanding of how this acquisition would have impacted your historical results of operations.  Please consider adding this disclosure to your financial statements in your next annual report on Form 10-K, or tell us why you believe such information should not be included.  In responding to this comment, please provide us with a sample of your disclosure in satisfaction of the pro forma requirements of FAS 141.

Mr. Simmons
Farmer Bros. Co. May 14, 2008 Page 4

Form 10-Q for the Quarterly Period Ended March 31, 2008
 Item 1 – Financial Statements

 Consolidated Statements of Operations, page 2

 5. Please expand your presentation of “Other, net (expense) income” either on the
face of the financial statements or the notes thereto in order to disclose the significant components thereof for each period presented.  Refer to Rules 10-01(3) and 5-03.7 of Regulation S-X.
 Item 2 – Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Results of Operations, page 12

 6. Please expand your management’s discussion and analysis to elaborate on the
drivers and underlying causes for the increases in costs of goods sold as well as the expected future and continuing impact of these changes.  Your disclosure should also quantify the impact of each significant contributing factor on the total change in your cost of goods sold.  Though we note you have disclosed the existence of higher commodity prices and other cost increases, as well as the gross profit impact of the CBI acquisition, your disclosure does not discuss the actual extent to which these factors, or other factors, have contributed to your 39% increase in your costs of goods sold in the third quarter of fiscal 2008, as compared to the same period in fiscal 2007.  Consider quantifying volume changes in units sold and price-per-unit increases in coffee and other allied products, to the extent changes in either have impacted your costs of goods sold.  In your response, please provide us with a sample of your expanded disclosure.  Please refer to “Commission Guidance Regarding Management's Discussion and Analysis of Financial Condition and Results of Operations.”  This can be located at our website at:

     http://www.sec.gov/rules/interp/33-8350.htm
 7. Your disclosures regarding the general conditions of the U.S. financial market are
neither specifically tailored to your company nor sufficiently specific enough to enable a linkage between your disclosure and the amounts reported in your financial statements.  Please expand your disclosure to relate your management’s discussion and analysis to specific amounts or line items in your statement of operations.  Furthermore, to the extent your management’s discussion and analysis relates to portions or components of financial statement line items (e.g. certain amounts included within “Other, net (expense) income”), please ensure

Mr. Simmons
Farmer Bros. Co. May 14, 2008 Page 5

the amounts are separately disclosed, along with the other components of the line item, so as to enable the reader to determine the relative impact of your discussion and analysis on the reported results.
 Item 4 – Controls and Procedures, page 14

 8. We note your disclosure that “controls and procedures… can provide only
reasonable  assurance of achieving the desired control objectives and in reaching a
reasonable  level of assurance.”  [emphasis added]  Neither the definition of
disclosure controls and procedures in Rule 13a-15(e) of the Exchange Act of 1934, nor the requirement to evaluate their effectiveness in Rule 13a-15(b), contemplate providing a reasonable  level of assurance at a reasonable  level of
effectiveness.

We further note you have only concluded as to whether “information [you] are
required to disclose in the reports that [you] file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.”  The definition of disclosure controls and procedures in Rule 13a-15(e) also includes “controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.”  We note you conclude your disclosure controls and procedures are designed  to ensure the forgoing, but not whether they are
actually effective .

Therefore, please confirm, if true, that your management has evaluated, with the participation your principal executive and principal financial officers, or persons performing similar functions, the effectiveness of your disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act of 1934, as of March 31, 2008 and concluded that they are effective.

In future filings, please conform your definition of disclosure controls and procedures to the definition in Rule 13a-15(e) of the Exchange Act of 1934.  Please ensure that your conclusions of effectiveness are disclosed in clear and unequivocal terms.  Please also ensure there are no actual or implicit limitations on your conclusion of effectiveness.

Mr. Simmons
Farmer Bros. Co. May 14, 2008 Page 6

Closing Comments

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

 You may contact James Giugliano at (202) 551-3319 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3683 with any other questions.          S i n c e r e l y ,             Jill Davis         B r a n c h  C h i e f

CORRESP
1
filename1.htm

May 9,
2008

Ms. Jill
Davis

Branch
Chief

Division
of Corporate Finance, Mail Stop 7010

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C.  20549-7010

  Re:

  Farmer
  Bros. Co.

  Form 10-K
  for Fiscal Year Ended June 30, 2007

  File
  No. 000-01375

Dear
Ms. Davis,

The
following comments are responsive to your letter dated April 14,
2008.  We are providing this additional
information to aid in your review.
Please note that the numbers referenced below correspond to the comment numbers
set forth in your letter of April 14, 2008.

Results
of Operations, page 15

1.             In reference to our prior comment number
five, please clarify whether or not your future filings will provide a
discussion and analysis of the extent to which material changes in net sales
are attributable to changes in prices or changes in volume of goods being sold,
or to a change in the nature of your products.

Response:  We will include in our future filings
appropriate discussion and analysis of the extent to which material changes in
net sales are attributable to changes in price or changes in volume of goods
being sold or to a change in the nature of our products.

Fiscal Years Ended June 30
2007 and 2006 - Comparative Information, page 16

2.             In
regards to our prior comment number six, please tell us the total amount of
expense recognized in each of the last three fiscal years in relation to your
provision of coffee brewing equipment, including expenses for servicing and
repair.

Based upon the facts and circumstances of
your sales agreements or historical industry practice, please tell us whether
your provision of coffee brewing equipment is within the scope of either EITF
01-09 “Accounting for Consideration Given by a Vendor to a Customer (Including
a Reseller of the Vendor’s Products)” or EITF 00-21 “Revenue Arrangements with
Multiple Deliverables”. Please tell us the summary basis for your conclusion by
application of paragraphs 1 thru 7 of EITF 01-09 and paragraphs 2 thru 4 of
ETTF 00-21.

Please tell us whether you have considered
inventorying the coffee brewing equipment

1

and deferring expense recognition until such
items are furnished to customers. Also, please also tell us why the related
expenses are best represented as selling expenses excluded from gross profit,
as opposed to costs of goods sold included within the measure of gross profit.
Please reference the relevant accounting literature to the extent it will aid
you in your response.

Response:             The total amount of parts and
equipment expense recorded in our fiscal years ended June 30, 2007, 2006,
and 2005 was $10,968,000, $8,756,000, and $6,535,000, respectively.  Equipment service is integrated into our
branch operations.  Although some
locations have dedicated service personnel, equipment repair and installation
is provided by a variety of our other branch personnel (for example, route
delivery personnel, assistant managers, branch managers and sales
trainees).  We do not, at this time,
track the labor cost dedicated to equipment service.

With
respect to our provision of coffee brewing equipment to our customers, we
considered EITF 01-09, and believe that our provision of coffee brewing
equipment is outside of the scope of that guidance. Paragraph 7 states that EITF
01-09 “does not address the accounting for an offer to a customer, in
connection with a current revenue transaction, for free or discounted products
or services from the vendor that is redeemable by the customer at a future date
without a further exchange transaction with the vendor.” We do not have supply
contracts with our customers.  They can
stop using our service at any time, and we can cancel our service at any
time.  We sell a full coffee service that
includes the coffee, the brewer, coffee delivery and maintenance on the coffee
brewing equipment, in addition to our line of non-coffee products.  Revenue is generated when customers order
coffee and non-coffee products, the amount of which cannot be determined until
such orders are placed.  Additionally, we
do not offer sales incentives such as cash consideration, discounts, coupons,
or rebates, and we do not enter into arrangements such as slotting fees, cooperative
advertising,
or buydowns
as part of our provision of coffee brewing equipment.  Accordingly, we believe that these products are specifically excluded
from the scope of EITF 01-09.  Similarly,
because of these factors, we do not believe that our customer arrangements
represent multiple element agreements that are within the scope of EITF 00-21.

Aside
from the considerations summarized above with respect to EITF 01-09 and EITF
00-21, we continue to regard our current accounting policy with respect to
coffee brewing equipment as appropriate based on the following factors:

·      The coffee brewing equipment is not given to our customers; we maintain
ownership of the equipment and, in fact, re-possess the equipment when a
customer relationship ends.

·      Typically, we do not have contract arrangements that provide for
minimum or otherwise pre-determined customer orders; accordingly, upon
placement of our coffee brewing equipment with a customer, the customer has no
obligation to purchase any product and, in fact, could stop buying from us at
any time. To defer and record equipment costs upon the realization of future
revenue would not be appropriate.

·      While we do maintain a stock of coffee brewing equipment, the cost of
such equipment is typically immaterial; as of June 30, 2007, the total
cost of coffee brewing equipment held by the Company for future customer use
was $81,000, and the inventory of new coffee brewing equipment at our
manufacturing division was $1,478,000.

2

·      We do not typically hold new, unplaced coffee brewing equipment on a
long-term basis; generally, such equipment is held for less than six months.

·      The policy that we have followed complies with our overall
capitalization policies for purchases of property, plant, and equipment,
whereby all acquired assets with a cost of less than $1,500 are expensed. This
policy has been consistently applied in recent years and we continue to assess
this policy as reasonable based on the nature of our business.

·      The provision of coffee brewing equipment is part of our overall sales
process.  Our strategy is to provide our
customers with coffee brewing equipment as an incentive to buy our coffee
products, and we also benefit by having equipment with our brand and logo in
our customers’ locations, which, combined with our service and quality products
helps create customer goodwill and loyalty by enhancing the overall purchasing
process. Such equipment is not integral to a customer’s use of our coffee
products, as customers can use other equipment to make coffee. Accordingly, we
regard these costs as selling expenses, not direct costs of producing our
coffee products.

Consolidated
Statements of Stockholders’ Equity, page 23

3.             In
relation to our prior comment number 10, it appears your disclosure of the tax
effect of certain components of other comprehensive income is limited to your
disclosure of the impact of adopting FAS 158, must be derived from other
amounts disclosed, and does not cover all financial statement periods
presented. In future filings please expand your disclosure to include the tax
effects attributable to each component and classification within other
comprehensive income as prescribed by paragraphs 24 and 25 of FAS 130. Refer to
Appendix B of FAS 130 for illustrative examples of the alternative formats for
disclosing the tax effects related to the components of other comprehensive. In
your response to this comment, please elaborate on how you intend to satisfy
these disclosure requirements in your future filings.

Response:  Please see the attached sample, “Illustration
of Consolidated Statement of Stockholders’ Equity.”

4.             In
relation to our prior comment number 11, please retrospectively exclude the
effect of adopting FAS 158 from comprehensive income (loss) in all future
filings in which the period of adoption is presented. In your next quarterly
and annual filings please include explanatory disclosures of the nature and
effect of the change. Please provide us with a sample of your proposed
additional disclosure which you plan to include in your next quarterly and
annual filings.

Response:  Please see the attached sample, “Illustration
of Consolidated Statement of Stockholders’ Equity.”

Acquisition
of Coffee Bean Int’l, Inc., page 24

5.             We
note your response to our prior comment number 13 in which you state your
consideration of the tests for Regulation S-X Rule 3-05 as a basis for
your exclusion of the pro forma information prescribed by paragraphs 54 and 55
of FAS 141. Please note that pro forma information prescribed by paragraphs 54
and 55 of FAS 141 is a requirement of that statement, as issued by the FASB,
and does not contemplate SEC rules as a basis for applicability. Please
expand your disclosure to include the pro forma information prescribed by
paragraphs 54 and 55 of FAS 141 or tell us why you

3

believe the disclosure should not be included.

Response:             We considered the disclosure
requirements of FAS 141 requiring pro forma financial information for business
combination transactions that are considered material to the
acquirer. Since FAS 141 does not include direct guidance as to what is
considered material, we considered a number of qualitative and quantitative
factors in reaching our ultimate conclusion on the materiality of this business
combination. We did consider our analysis under Regulation S-X Rule 3-05 as
a relevant element of and to some degree a “starting point” for our overall
quantitative evaluation. Under the significance tests used under Rule 3-05,
our acquisition of CBI did not meet the 20% threshold. In addition to our Rule 3-05
analysis, we also considered other quantitative data relative to our overall
financial position and earnings trend. On that basis, we also determined that
CBI was immaterial relative to our financial statements taken as a whole, given
that CBI made up less than 10% of our total assets at June 30, 2007, and
accounted for less than 10% of our net sales and profits for the year then
ended.

In addition to these quantitative considerations and analyses, we
considered qualitative factors in evaluating whether CBI represented a material
business combination. Among the factors that we considered were the following:

·      While we believe the CBI acquisition was attractive to FBC on a number
of fronts that we have discussed publicly, the products and customers are
largely complementary to our previous base of customers and products.
Accordingly, the acquisition of CBI did not result in a new reporting segment
or business line that we considered material to the Company’s financial
statements.

·      From an organizational perspective, our intention is to integrate CBI’s
operations into those of the Company, including our production processes, green
coffee procurement, inventory management, and marketing functions.

·      We are combining our back office operations, including payroll and
employee benefits (group medical coverage, ESOP, 401(K) and defined
benefit plan), and FBC’s computer software is currently being configured and
CBI’s processes are being revised to add CBI this summer.

·      With regard to commitments, contingencies, and our overall risk factors,
CBI did not change our profile in a significant manner.

Based on these quantitative and qualitative considerations, we
concluded that the CBI transaction was not a material business combination and
thus determined that the pro forma information prescribed by FAS 141 was not
required.

Response
Letters Dated March 12. 2008 and April 2, 2008

6.            We note your response letters did not contain
certain representations we requested in our prior letter. In responding to this
letter, please provide, in writing, a statement from the company acknowledging
the following:

·      the company is responsible for the adequacy
and accuracy of the disclosure in the filing;

·      staff comments or changes to disclosure in
response to staff comments do not foreclose the Commission from taking any
action with respect to the filing; and

·      the company may not assert staff comments as
a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

4

Response: We acknowledge
that:

·      the company is responsible for
the adequacy and accuracy of the disclosure in the filing;

·      staff comments or changes to
disclosure in response to staff comments do not foreclose the Commission from
taking any action with respect to the filing; and

·      the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

Our
Form 10-Q for the quarter ended March 31, 2008 filed today with the
SEC incorporates our responses to your comments. If you have further questions
please contact me directly at 310-787-5241 or through my assistant Amy Clark at
310-787-5242.  Should you communicate by
FAX, please note that the correct FAX numbers to use are 310-787-5376 or
310-787-5436.

Sincerely,

FARMER
BROS. CO.

  /s/
  John E. Simmons

  John
  E. Simmons

  Treasurer
  and Chief Financial Officer

Att:         Illustration of Equity Section

Cc:          James Giugliano

John Anglin

Patrick
Niemann

5

Illustration of Consolidated Statement of Stockholders’ Equity

  Additional

  Unearned

  Common

  Stock

  Paid-in

  Retained

  ESOP

  AOCI

  Stock

  Amount

  Capital

  Earnings

  Shares

  (Loss)

  Total

  Balance at
  June 30, 2006

  16,075,080

  $

  16,075

  $

  31,518

  $

  271,733

  $

  (50,103

  )

  $

  0

  $

  269,223

  Comprehensive
  income

  Net income

  6,815

  6,815

  Other
  comprehensive income

  0

  Total
  comprehensive loss

  6,815

  Dividends ($0.44
  per share)

  (6,142

  )

  (6,142

  )

  ESOP
  compensation expense

  (695

  )

  5,863

  5,168

  Adoption SFAS
  No. 158 (a)

  (8,848

  )

  (8,848

  )

  Balance at
  June 30, 2007

  16,075,080

  $

  16,075

  $

  30,823

  $

  272,406

  $

  (44,240

  )

  $

  (8,848

  )

  $

  266,216

  Comprehensive
  income

  Net (loss)
  income

  (3,891

  )

  (3,891

  )

  Adoption of FIN
  48 (b)

  (118

  )

  (118

  )

  Benefit plan
  change (c)

  16,739

  16,739

  Other
  comprehensive loss

  0

  Total
  comprehensive income

  12,730

  Dividends
  ($0.345per share)

  (4,819

  )

  (4,819

  )

  ESOP
  compensation expense

  (351

  )

  4,283

  3,932

  Omnibus plan

  46

  46

  Balance at
  March 31, 2008

  16,075,080

  $

  16,075

  $

  30,518

  $

  263,578

  $

  (39,957

  )

  $

  7,891

  $

  278,105

(a)    AOCI (Loss) at June 30, 2007 reflects
an adjustment to AOCI (Loss) upon adoption of Statement of Financial Accounting
Standards No. 158, “Employers’ Accounting for
Defined  Benefit Pension and Other
Postretirement Plans,” on June 30, 2007 in the amount of
($8,848,000), net of related tax effects of $5,888,000.

(b)    FIN 48
accrual reflects the unrecognized tax benefit of $145,000, net of related tax
effects of $26,000, resulting from adoption of FIN 48 on July 1, 2007.

(c)
Benefit plan change is net of related tax effects of $10,571,000.

6

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F STREET, N.E.
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        April 14, 2008

Mr. John E. Simmons
Chief Financial Officer Farmer Bros. Co. 20333 South Normandie Avenue Torrance, CA 90502
 Re: Farmer Bros. Co.
Form 10-K for Fiscal Year Ended June 30, 2007 Filed September 13, 2007 Response Letter Dated March 12, 2008 Response Letter Dated April 2, 2008 File No. 000-01375

 Dear Mr. Simmons:
We have reviewed your response letter and have the following comments.  Please
provide a written response to our comments.  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.

 Form 10-K for the Fiscal Year Ended June 30, 2007

 Results of Operations, page 15

 1. In reference to our prior comment number five, please clarify whether or not your
future filings will provide a discussion and analysis of the extent to which material changes in net sales are attributable to changes in prices or changes in volume of goods being sold, or to a change in the nature of your products.

Mr. Simmons
Farmer Bros. Co. April 14, 2008 Page 2

Fiscal Years Ended June 30 2007 and 2006 – Comparative Information, page 16
 2. In regards to our prior comment number six, please tell us the total amount of
expense recognized in each of the last three fiscal years in relation to your provision of coffee brewing equipment, including expenses for servicing and repair.

Based upon the facts and circumstances of your sales agreements or historical industry practice, please tell us whether your provision of coffee brewing equipment is within the scope of either EITF 01-09 “Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor’s Products)” or EITF 00-21 “Revenue Arrangements with Multiple Deliverables”.  Please tell us the summary basis for your conclusion by application of paragraphs 1 thru 7 of EITF 01-09 and paragraphs 2 thru 4 of EITF 00-21.

Please tell us whether you have considered inventorying the coffee brewing equipment and deferring expense recognition until such items are furnished to customers.  Also, please also tell us why the related expenses are best represented as selling expenses excluded from gross profit, as opposed to costs of goods sold included within the measure of gross profit.  Please reference the relevant accounting literature to the extent it will aid you in your response.
 Consolidated Statements of Stockholders’ Equity, page 23

 3. In relation to our prior comment number 10, it appears your disclosure of the tax
effect of certain components of other comprehensive income is limited to your disclosure of the impact of adopting FAS 158, must be derived from other amounts disclosed, and does not cover all financial statement periods presented.  In future filings please expand your disclosure to include the tax effects attributable to each component and classification within other comprehensive income as prescribed by paragraphs 24 and 25 of FAS 130.  Refer to Appendix B of FAS 130 for illustrative examples of the alternative formats for disclosing the tax effects related to the components of other comprehensive.  In your response to this comment, please elaborate on how you intend to satisfy these disclosure requirements in your future filings.
 4. In relation to our prior comment number 11, please retrospectively exclude the
effect of adopting FAS 158 from comprehensive income (loss) in all future filings in which the period of adoption is presented.  In your next quarterly and annual filings please include explanatory disclosures of the nature and effect of the

Mr. Simmons
Farmer Bros. Co. April 14, 2008 Page 3

change.  Please provide us with a sample of your proposed additional disclosure which you plan to include in your next quarterly and annual filings.
 Acquisition of Coffee Bean International, Inc., page 24

 5. We note your response to our prior comment number 13 in which you state your
consideration of the tests for Regulation S-X Rule 3-05 as a basis for your exclusion of the pro forma information prescribed by paragraphs 54 and 55 of FAS 141.  Please note that pro forma information prescribed by paragraphs 54 and 55 of FAS 141 is a requirement of that statement, as issued by the FASB, and does not contemplate SEC rules as a basis for applicability.  Please expand your disclosure to include the pro forma information prescribed by paragraphs 54 and 55 of FAS 141 or tell us why you believe the disclosure should not be included.
 Response Letters Dated March 12, 2008 and April 2, 2008

 6. We note your response letters did not contain certain representations we requested
in our prior letter.  In responding to this letter, please provide, in writing, a statement from the company acknowledging the following:

‚ the company is responsible for the adequacy and accuracy of the disclosure in
the filing;
 ‚ staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
 ‚ the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.
  Closing Comments

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

Mr. Simmons
Farmer Bros. Co. April 14, 2008 Page 4

 You may contact James Giugliano at (202) 551-3319 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3683 with any other questions.          S i n c e r e l y ,             Jill Davis         B r a n c h  C h i e f

CORRESP
1
filename1.htm

April 2,
2008

Ms. Jill
Davis

Branch
Chief

Division
of Corporate Finance, Mail Stop 7010

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C.  20549-7010

  Re:

  Farmer
  Bros. Co.

  Form 10-K
  for Fiscal Year Ended June 30, 2007

  File
  No. 000-01375

Dear
Ms. Davis,

To
supplement our response letter dated March 12, 2008, we are providing this
additional information to aid in your review.
Please note that the numbers referenced below correspond to the comment
numbers set forth in your letter of January 31, 2008.

Market for Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities, page 11

1.            Please
expand your disclosure to include the frequency and amount of dividends
declared for the two most recent fiscal years and the subsequent interim
period. Additionally, consider indicating your intention to pay dividends in
the future, or if no such intention exists, consider stating that fact. Refer
to Item 201(c) of Regulation S-K.

a.     Response:  We will expand our future disclosure to
include the frequency and amount of any cash dividends declared on our common
stock for the two most recent fiscal years and any subsequent interim period
for which financial statements are required to be presented by Article 3
of Regulation S-X.    Assuming there is
no subsequent interim period for which financial statements are required to be
presented, an example might be as follows:

1

The following table sets forth, for the
periods indicated, the dividends declared and the high and low sales prices of
the shares of common stock of the Company as quoted on the NASDAQ National
Market.

  Fiscal year ended June 30, 2007

  Fiscal year ended June 30, 2006

  High

  Low

  Dividend

  High

  Low

  Dividend

  1st
  Quarter

  $

  21.13

  $

  20.70

  $

  0.11

  $

  24.98

  $

  19.50

  $

  0.105

  2nd
  Quarter

  $

  21.48

  $

  20.97

  $

  0.11

  $

  22.87

  $

  19.11

  $

  0.105

  3rd
  Quarter

  $

  20.61

  $

  20.23

  $

  0.11

  $

  22.61

  $

  19.31

  $

  0.105

  4th
  Quarter

  $

  22.73

  $

  22.12

  $

  0.11

  $

  23.18

  $

  19.72

  $

  0.105

Management’s Discussion and Analysis of Financial Condition and Results
of  Operations Critical Accounting Policies  Self-Insurance
Retention, page 14

2.             We note your
disclosure of accruals for estimated losses from workers’ compensation self
insurance and other self-insured deductible amounts. Please expand your
disclosure to include the methods used to determine accruals for other
self-insured deductibles (e.g. actuarially-adjusted loss history,
event-specific loss estimates, or other methods). Also, please expand your
discussion and analysis, as it relates to both workers’ compensation and
self-insured deductibles, to include the significant assumptions used in
estimating the accrual, and the potential financial statement effect of
variability of the estimates. Please refer to Section V of release numbers
33-8350 and 34-48960, “Commission Guidance Regarding Management’s Discussion
and Analysis of Financial Condition and Results of Operations” (Release
34-48960) located on our website at:

http ://www. sec.gov/rules/interp/33-8350.htm

Response: We will provide additional
disclosure in future filings.  An example
might be as follows.

 Self-Insurance

We are self-insured for California workers’
compensation insurance subject to specific retention levels and use historical
analysis to determine and record the estimates of expected future expenses
resulting from workers’ compensation claims. Our self-insured California
workers’ compensation liability is estimated using historical analysis of
payment patterns projecting future liability from date of first payment.  As such, a majority of the Company’s recorded
expense for California workers’ compensation is management’s best estimate. The
annual loss and allocated loss adjustment expense (ALAE) is net of any
reimbursement received from the Company’s insurers for claims in excess of the
self-insurance retention.

Management believes that the amount accrued is
adequate to cover all known claims at June 30, 2007.  If the actual costs of such claims and
related expenses exceed the amount estimated, additional reserves may be
required which could have a material negative effect on operating results. If

2

our estimate were off by as much as 15%, the
reserve could be under or overstated by approximately $656,000 as of June 30,
2007.

Estimated Company liability resulting from our
general liability policies, within our deductible limits, is accounted for by
specific identification. Large losses have historically been infrequent, and
the lag between incurred but not reported claims his historically been short.  Once a potential loss has been identified,
the case is monitored with our risk manager to try and determine a likely
outcome.  Lawsuits arising from injury
that are expected to reach our deductible are not reserved until we have
consulted with legal counsel, become aware of the likely amount of loss and
determined  when payment is expected.

The estimated liability related to our self-insured
group medical insurance is recorded  on
an incurred but not reported basis, within deductible limits,  based on actual claims and the average lag
time between the date insurance claims are filed and the date those claims are
paid.

Critical
Accounting Policies - Retirement Plans, page 14

3.             We note your
disclosure of significant assumptions in relation to your retirement plan
valuations, including the discount rate and the estimated return on plan
assets. Due to the nature of these estimates, please expand your Management’s
Discussion and Analysis to quantify, within a reasonable range of outcomes for
these estimates, the impact that could result from variability in the
estimates. Please refer to Release 34-48960.

Response: We will provide additional
disclosure in future filings. An example might be as follows.

The following chart quantifies the effect on the projected
benefit obligation and the net periodic benefit cost of a change in the
discount rate assumption, and the impact on the net periodic benefit cost of a
change in the assumed long term rate of return.

  (in thousands)

  Discount Rate

  5.50%

  Actual 6.0%

  6.50%

  2008
  net periodic benefit cost

  $

  (3,557

  )

  $

  (512

  )

  $

  (656

  )

  Projected
  benefit obligation

  $

  89,213

  $

  83,576

  $

  78,491

  Long Term Rate of Return

  7.75%

  Actual 8.25%

  8.75%

  2008
  net periodic benefit cost

  $

  (42

  )

  $

  (512

  )

  $

  (981

  )

3

Company
Pension Plans, page 31

16.            Please
expand your disclosure to include a reconciliation of the beginning and ending
balances of the projected benefit obligation, identifying each appropriate
component of the change, for each year a balance sheet is presented. Refer to
paragraph 5.a of FAS 132R.

Response: We will provide the additional
disclosure in future filings.  Please see
the attached Pension Plan Tables for a sample.

17.            Please
expand your disclosure to include a reconciliation of the beginning and ending
balances of the fair value of the plan assets, identifying each appropriate
component of the change, for each year a balance sheet is presented. Refer to
paragraph 5.b of FAS 132R.

Response: We will provide the additional
disclosure in future filings.  Please see
the attached Pension Plan Tables for a sample.

18.            Please
expand your disclosure to include the location of the amounts recognized in the
balance sheet related to the funded status of the plan, including the current
arid non-current portions, at each balance sheet date presented. Refer to
paragraph 5.c of FAS 132R and paragraph E.l.c of FAS 158.

Response: We will provide the additional
disclosure in future filings.  Please see
the attached Pension Plan Tables for a sample.

Post
Retirement Benefits, page 33

19.            Please
expand your disclosure to include your assumptions regarding discount rates and
health care cost trend rates used in deriving your APBO. Refer to paragraphs
5.j and 5.1 of FAS 132R.

Response: We will provide this additional
disclosure in future filings.  Please see
the attached Pension Plan Tables for a sample.

If
you have any further questions please contact me directly at 310-787-5241 or
through my assistant Amy Clark at 310-787-5242.

  Sincerely,

  FARMER
  BROS. CO.

  /s/ John E. Simmons

  John
  E. Simmons

  Treasurer
  and Chief Financial Officer

  Att:

  Pension
  Plan Tables

  Cc:

  James Giugliano

  John Anglin

  Patrick
  Niemann

4

Pension Plan Tables

Comments
16, 17 and 18:

Obligations and Funded Status

  Farmer Bros. Plan

  Brewmatic Plan

  Years ended June 30,

  Years ended June 30,

  2007

  2006

  2007

  2006

  (In thousands)

  (In thousands)

  Change
  in projected benefit obligation

  Benefit
  obligation at the beginning of the year

  $

  77,896

  $

  82,955

  $

  3,456

  $

  3,888

  Service
  cost

  2,053

  2,756

  41

  58

  Interest
  cost

  4,759

  4,310

  209

  200

  Plan
  participant contributions

  189

  235

  0

  (459

  )

  Actuarial
  (gain)/loss

  2,095

  (9,194

  )

  49

  (230

  )

  Benefits
  paid

  (3,416

  )

  (3,167

  )

  (229

  )

  0

  Projected
  benefit obligation at the end of the year

  $

  83,576

  $

  77,895

  $

  3,526

  $

  3,457

  Change
  in plan assets

  Fair
  value in plan assets at the beginning of the year

  $

  84,960

  $

  80,874

  $

  3,697

  $

  3,584

  Actual
  return on plan assets

  13,823

  7,018

  583

  319

  Employer
  contributions

  0

  0

  26

  24

  Plan
  participant contributions

  189

  235

  0

  0

  Benefits
  paid

  (3,415

  )

  (3,167

  )

  (229

  )

  (230

  )

  Fair
  value in plan assets at the end of the year

  $

  95,557

  $

  84,960

  $

  4,077

  $

  3,697

  Funded
  status at end of year (underfunded)/overfunded

  $

  11,981

  $

  7,064

  $

  551

  $

  241

  Amounts
  recognized in statement of financial position

  Noncurrent
  assets

  $

  11,981

  N/A

  *

  $

  551

  N/A

  *

  Current
  liabilities

  0

  N/A

  *

  0

  N/A

  *

  Noncurrent
  liabilities

  0

  N/A

  *

  0

  N/A

  *

  Total

  $

  11,981

  N/A

  *

  $

  551

  N/A

  *

* These items are new
this year due to the application of SFAS 158.
Retrospective application is not required.

Comment 19:

  2007

  2006

  2005

  Discount
  rate

  6.44

  %

  6.25

  %

  5.30

  %

  Initial
  medical rate trend

  9.00

  %

  9.00

  %

  10.00

  %

  Ultimate
  medical trend rate

  5.50

  %

  5.50

  %

  5.50

  %

  Number
  of years from initial to ultimate trend rate

  6

  6

  6

Attachment

CORRESP
1
filename1.htm

March 12,
2008

Ms. Jill
Davis

Branch
Chief

Division
of Corporate Finance Mail Stop 7010

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C.  205497010

Re:                               Farmer Bros.
Co.

Form 10-K
for Fiscal Year Ended June 30, 2007

File
No. 000-01375

We
have considered the comments in your letter of January 31, 2008 and have
the following response.

Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of  Equity Securities, page 11

1.                                        Please expand your disclosure to include the
frequency and amount of  dividends
declared for the two most recent fiscal years and the subsequent interim
period. Additionally, consider indicating your intention to pay dividends in
the future, or if no such intention exists, consider stating that fact. Refer
to Item 201(c) of Regulation S-K.

Response:                             We will expand our
future disclosure to include any dividend declared in the interim period prior
to filing the Form 10-K.

Management’s Discussion and
Analysis of  Financial Condition and Results of  Operations
Critical Accounting Policies — Self-Insurance
Retention, page 14

2.                                       We note your disclosure of
accruals for estimated losses from workers’ compensation self insurance and
other self-insured deductible amounts. Please expand your disclosure to include
the methods used to determine accruals for other self-insured deductibles (e.g.
actuarially-adjusted loss history, event-specific loss estimates, or other
methods). Also, please expand your discussion

1

                                                and analysis,
as it relates to both workers’ compensation and self-insured deductibles, to
include the significant assumptions used in estimating the accrual, and the
potential financial statement effect of variability of the estimates. Please
refer to Section V of release numbers 33-8350 and 34-48960, “Commission
Guidance Regarding Management’s Discussion and Analysis of Financial Condition
and Results of Operations” (Release 34-48960) located on our website at:    http ://www. sec.gov/rules/interp/3 3-8350
.htm

Response:                             We will provide
additional disclosure in future filings.

Critical Accounting Policies
- Retirement Plans, page 14

3.                                       We note your disclosure of significant
assumptions in relation to your retirement plan valuations, including the
discount rate and the estimated return on plan assets. Due to the nature of
these estimates, please expand your Management’s Discussion and Analysis to
quantify, within a reasonable range of outcomes for these estimates, the impact
that could result from variability in the estimates. Please refer to Release
34-48960.

Response:                             We will provide
additional disclosure in future filings.

Results of  Operations,
page 15

4.                                      We note that you identify and quantify
various factors that impacted the year to year trends of your results of
operations and the related financial statement line items. For example, on page 16
of your Results of Operations — Fiscal Years Ended June 30, 2007 and 2006
you state “net sales in fiscal 2007 increased $8,806,000 or 4%... primarily
because of increased sales of allied products and an additional $5,500,000 in
sales associated with CBI from the date of its acquisition” but did not discuss
the business developments or external events that underlie the increase in
sales of allied products. As a result, the reader of the financial statements
does not have an understanding of why sales of allied products have increased.
Please expand your Management’s Discussion and Analysis to explain in greater
detail what business developments or external events gave rise to the factors
that you have identified, and indicate whether or not you expect them to have a
continuing impact on your results of operations in the future. Please refer to
Release 34-48960.

Response:                             The significant
change that occurred during fiscal 2007 was the acquisition of Coffee Bean
International (“CBI”).  We will consider
these comments when we prepare our discussion of Results of Operations in
future filings.

2

5.                                         In relation to
your Management’s Discussion and Analysis of net sales, please expand your
disclosure to include quantitative analysis of the affect of sales volumes and
price changes on total net sales and the changes therein. Refer to Item
303(a)(3)(iii) of Regulation S-K.

Response:                             As in (4) above,
the acquisition of CBI was the significant change that occurred in fiscal 2007.
However, we will consider these comments and provide additional information in
future filings.

Fiscal Years Ended June 30,
2007 and 2006 -  Comparative
Information, page 16

6.                                         We note you
cite higher costs of coffee brewing equipment as a driver of increased selling
expenses in fiscal 2007 as compared to fiscal 2006. Please tell us the nature
of these expenses and the basis for including them within selling expense.

Response:                             It is common in
this industry for the coffee supplier to furnish coffee brewing equipment to
customers.  Most coffee brewers cost $150
- $1,000 each and we expense those brewers when acquired by the Company.  We also service and repair coffee brewing
equipment and stock a wide variety of parts that are expensed when
purchased.  We will consider providing
additional information in future filings.

Contractual Obligations, page 17

7.                                         Please revise
to include amounts expected to be paid for pension and other postretirement
benefits in your table of contractual obligations, or tell us why you believe
such items should not be included within the table. Refer to Item 303(a)(5) of Regulation S-K.

Response:                             We will consider
adding this to future filings.  We
question whether these amounts should be included in a table of contractual
obligations.  The footnotes contain a
complete disclosure of these liabilities.

                 We think this comment may be appropriate
for our Brewmatic Co. defined benefit plan which is required to be maintained
by a union contract.  It is presently
fully funded.

                 The Farmer Bros. Co. (“FBC”)
defined benefit plan is not subject to any contract.  It can be terminated at any time.  It is presently fully funded and capable of
meeting its obligations without additional Company contribution.  If that were to change, we would consider
adding a disclosure.

                 The post retirement medical
program is subject to no contractual liability; the Company may make changes to
this plan at any time, and in fact did so recently.

3

Consolidated Balance Sheet, page 20

8.                                         We note your
accounts and notes receivable are presented as “net.” Please expand your
disclosure to include the amount recorded as the allowance for doubtful
accounts and notes receivable. Refer to Rule 5-02.4 of Regulation S-X.

Response:                             This was eliminated
from this presentation because the amounts were not material: the allowance for
bad debts for each of the past three years has been less than $300,000 (it was
$261,000 for fiscal 2007).

Consolidated Statements of  Stockholders’
Equity, page 23

9.                                         In disclosing
other comprehensive income and the beginning and ending balances of accumulated
other comprehensive income, please identify the amount(s) attributable to
each classification within other comprehensive income and accumulated other
comprehensive income. If there is only one classification of other
comprehensive income or accumulated other comprehensive income, please state
that fact on the face of, or within the notes to, the financial statements.
Refer to paragraphs 17 and 26 of FAS 130.

Response:                             We will revise this
presentation in future filings to address these concerns.

10.                                   Please expand
your presentation of other comprehensive income to include the tax effects
attributable to each component and classification within other comprehensive
income. Refer to paragraphs 24 and 25 of FAS 130.

Response:                             This is disclosed
in the footnotes.  We will revise this
presentation in future filings to address these concerns.

11.                                   It appears you
have recorded the effects of adopting FAS 158 as a component of comprehensive
income in the year of adoption. Please explain why you have elected to record
the adoption effects as a component of comprehensive income and not as a
component of the ending balance of accumulated other comprehensive income,
below the measure of comprehensive income, net of tax. Refer to paragraph 16.a
of FAS 158.

Response:                             This is fully
disclosed in the footnotes and has been booked correctly.  It was inadvertently included in a subtotal
in the current presentation.  We will
revise this presentation in future filings.

4

Note 1. Summary  of  Significant
Accounting Policies, page 24

12.                                 We note your acquisition of Coffee Bean
International, Inc. as an existing business with its own activities,
including revenues and expenses, and discreet financial information.
Furthermore, from your description, we note that Coffee Bean International, Inc.
has distinct categories of customers different from those of the company prior
to the acquisition as well as different roasting processes which may result in
different production costs and inventory flows. We also note your disclosure
that roasted coffee products comprise approximately 50% of your sales while no
other product accounted for more than 10 % of your revenue. Please explain
whether you have considered Coffee Bean International, Inc. or roasted
coffee products for separate segment reporting.
Refer to paragraph 16 of FAS 131. In your response, please identify the
factors you have considered in arriving at your conclusion.

Response:                             We did consider segment reporting in
connection with this acquisition, but do not believe that CBI meets the
criteria to be reported as a separate segment.

·                  Our chief operating decision maker, the CEO, both before and after the
acquisition of CBI, has continued to evaluate the performance of our business
and make decisions about resource allocation based on the consolidated
operating results of the Company, including CBI.  Most of our operating expenses are allocated
internally between the selling divisions so only the consolidated income
statement reflects total operations.  The
Board has set the CEO’s compensation, including incentive compensation, based
on the Company’s consolidated results.

·                  The CEO receives monthly
consolidated results of operations, a consolidated balance sheet and results by
selling division, including costs and internal allocations.

·                  The Board of Directors receives
operating results quarterly with consolidated financial statements.  At board meetings sales projections are
discussed on a consolidated basis and by selling division.  Costs, with internal allocations, are
compared to plan and history.

·                  We believe the CBI acquisition was attractive to FBC because of the
synergies we expected to derive from combining these operations.  As we move ahead with this consolidation, we
are combining operations in the same manner that FBC currently operates.

·                  Products:  CBI’s product lines
are complementary to FBC product lines: CBI adds a super premium specialty
coffee line to the FBC line of premium and economy coffee and restaurant supplies.
The combined companies now offer an expanded variety of the same basic coffee
product.  We expect to produce cocoa and
cappuccino mixes for CBI (they use a co-packer for these products) from our
Torrance plant, and CBI will produce our flavored coffees (FBC uses a co-packer
for these products) in Portland further integrating operations of FBC and CBI.

5

·                  Customers:  Customer base and prospects overlap.  CBI markets to coffee houses, restaurants,
food service, convenience stores, private label retail and private label
grocery; FBC markets to restaurants, food service, convenience stores, grocery,
office retail and institutions such as hospitals and convalescent homes.

·                  Marketing: We are consolidating
the two sales organizations.  We can now
offer services and a product line to customers we might not have been
successful selling as separate companies.
A recent example is a new, very large account signed last week:  it is a national truck stop chain that CBI
has been soliciting for many months.  The
account is administered by CBI in Portland, OR, and FBC will roast and package
the coffee in Torrance, CA, and deliver it using the FBC fleet to the customer’s
distribution centers across the nation.

·                  Manufacturing:  We are
integrating the production processes of the two companies.

·                  Adding a second plant through
this acquisition created redundancy in case of fire or other disaster at our
main plant in Torrance, California.

·                  We are adding new roasters,
additional packaging flexibility and revised material handling at FBC which
will provide back-up if our Portland plant goes down.

·                  We are, this month, combining the
green coffee procurement and inventory management functions of the two
companies.  Although the functions will
remain decentralized because of geographic location and the need for local
quality control, the goal is to maximize buying power and combine purchasing
expertise and inventory control between the two plants.

·                  Administration:  We are combining
our back office operations.  A portion
has already been combined, including payroll and employee benefits (group
medical coverage, ESOP, 401(K) and defined benefit plan), and FBC’s
computer software is currently being configured and CBI’s processes are being
revised to add CBI this summer.

·                  Additionally, for the fiscal year ended June 30, 2007, CBI
accounted for less than 10% of consolidated revenues, profits or assets.

·                  The overall direction of the changes we are making as a Company is to
further combine operations.

Acquisition of  Coffee Bean
International, Inc., page 24

13.                                   In relation to
your acquisition of Coffee Bean International, please expand your disclosure to
include the pro forma information prescribed by paragraphs 54 and 55 of FAS
141.

6

Response:                             We relied on the
guidance of Regulation S-X Rule 3-05 regarding a material business combination.  The tests include three tests, an asset,
income and investment test.  We concluded
that CBI was not a significant subsidiary and therefore no pro forma
information was required.

14.                                   Please indicate
whether you have considered the requirements to furnish separate financial
statements of an acquired business and/or the requirements to furnish pro forma
financial information. Refer to Rule 3-05 and Article 11 of
Regulation 5-X.

Response:                                                        Based upon our analysis
described in (13.) above, we do not believe this is required.

Note 2. Investments and
Derivative Instruments, page 28

15.                              We note your designation of all
investments and non-hedging derivative instruments as trading sec

CORRESP
1
filename1.htm

(FARMER BROS. CO.
LETTERHEAD)

February 8,
2008

Ms. Jill
Davis

Branch
Chief

Division
of Corporate Finance Mail Stop 7010

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C.  205497010

  Re:

  Farmer
  Bros. Co.

  Form 10-K
  for Fiscal Year Ended June 30, 2007

Dear
Ms. Davis,

             We have received your January 31, 2008 comment
letter regarding our most recent Form 10-K. At present we are studying it
and reviewing our Form 10-K. Our independent accountants are exceptionally
busy this time of year, and we have most recently been focused on our audit
committee meeting and completing our Form 10-Q filing.

             We intend to respond on or before March 6, 2008.
Mr. Giugliano and our counsel, John Anglin, have spoken, and this letter is
the result of that conservation.

             If you have any questions, or if I can be of any
assistance, please call me on 310-787-5241.

Sincerely,

FARMER BROS. CO.

  /s/
  John E. Simmons

  John
  E. Simmons

  Treasurer

Cc:          J. Anglin

                J. Giugliano

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F STREET, N.E.
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        January 31, 2008

Mr. John E. Simmons
Chief Financial Officer Farmer Bros. Co. 20333 South Normandie Avenue Torrance, CA 90502
 Re: Farmer Bros. Co.
Form 10-K for Fiscal Year Ended June 30, 2007 Filed September 13, 2007 File No. 000-01375

 Dear Mr. Simmons:
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.   Form 10-K for the Fiscal Year Ended June 30, 2007

 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities, page 11
 1. Please expand your disclosure to include the frequency and amount of dividends
declared for the two most recent fiscal years and the subsequent interim period.  Additionally, consider indicating your intention to pay dividends in the future, or

Mr. Simmons
Farmer Bros. Co. January 31, 2008 Page 2

if no such intention exists, consider stating that fact.  Refer to Item 201(c) of Regulation S-K.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Critical Accounting Policies – Self-Insurance Retention, page 14

 2. We note your disclosure of accruals for estimated losses from workers’
compensation self insurance and other self-insured deductible amounts.  Please expand your disclosure to include the methods used to determine accruals for other self-insured deductibles (e.g. actuarially-adjusted loss history, event-specific loss estimates, or other methods).  Also, please expand your discussion and analysis, as it relates to both workers’ compensation and self-insured deductibles, to include the significant assumptions used in estimating the accrual, and the potential financial statement effect of variability of the estimates.  Please refer to Section V of release numbers 33-8350 and 34-48960, “Commission Guidance Regarding Management's Discussion and Analysis of Financial Condition and Results of Operations” (Release 34-48960) located on our website at:

http://www.sec.gov/rules/interp/33-8350.htm
 Critical Accounting Policies – Retirement Plans, page 14

 3. We note your disclosure of significant assumptions in relation to your retirement
plan valuations, including the discount rate and the estimated return on plan assets.  Due to the nature of these estimates, please expand your Management’s Discussion and Analysis to quantify, within a reasonable range of outcomes for these estimates, the impact that could result from variability in the estimates.  Please refer to Release 34-48960.
 Results of Operations, page 15

 4. We note that you identify and quantify various factors that impacted the year to
year trends of your results of operations and the related financial statement line items.  For example, on page 16 of your Results of Operations – Fiscal Years Ended June 30, 2007 and 2006 you state "net sales in fiscal 2007 increased $8,806,000 or 4%... primarily because of increased sales of allied products and an additional $5,500,000 in sales associated with CBI from the date of its acquisition” but did not discuss the business developments or external events that underlie the increase in sales of allied products.  As a result, the reader of the financial statements does not have an understanding of why sales of allied products have increased.  Please expand your Management's Discussion and

Mr. Simmons
Farmer Bros. Co. January 31, 2008 Page 3

Analysis to explain in greater detail what business developments or external events gave rise to the factors that you have identified, and indicate whether or not you expect them to have a continuing impact on your results of operations in the future.  Please refer to Release 34-48960.
 5. In relation to your Management’s Discussion and Analysis of net sales, please
expand your disclosure to include quantitative analysis of the affect of sales volumes and price changes on total net sales and the changes therein.  Refer to Item 303(a)(3)(iii) of Regulation S-K.
 Fiscal Years Ended June 30 2007 and 2006 – Comparative Information, page 16

 6. We note you cite higher costs of coffee brewing equipment as a driver of
increased selling expenses in fiscal 2007 as compared to fiscal 2006.  Please tell us the nature of these expenses and the basis for including them within selling expense.
 Contractual Obligations, page 17

 7. Please revise to include amounts expected to be paid for pension and other
postretirement benefits in your table of contractual obligations, or tell us why you believe such items should not be included within the table.  Refer to Item 303(a)(5) of Regulation S-K.
 Consolidated Balance Sheet, page 20

 8. We note your accounts and notes receivable are presented as “net.”  Please
expand your disclosure to include the amount recorded as the allowance for doubtful accounts and notes receivable.  Re fer to Rule 5-02.4 of Regulation S-X.
 Consolidated Statements of Stockholders’ Equity, page 23

 9. In disclosing other comprehensive income and the beginning and ending balances
of accumulated other comprehensive income, please identify the amount(s) attributable to each classification within other comprehensive income and accumulated other comprehensive income.  If there is only one classification of other comprehensive income or accumulated other comprehensive income, please state that fact on the face of, or within the notes to, the financial statements.  Refer to paragraphs 17 and 26 of FAS 130.
 10. Please expand your presentation of other comprehensive income to include the tax
effects attributable to each component and classification within other comprehensive income.  Refer to paragraphs 24 and 25 of FAS 130.

Mr. Simmons
Farmer Bros. Co. January 31, 2008 Page 4

 11. It appears you have recorded the effects of adopting FAS 158 as a component of
comprehensive income in the year of adoption.  Please explain why you have elected to record the adoption effects as a component of comprehensive income and not as a component of the ending balance of accumulated other comprehensive income, below the measure of comprehensive income, net of tax.  Refer to paragraph 16.a of FAS 158.
 Note 1. Summary of Significant Accounting Policies, page 24

 12. We note your acquisition of Coffee Bean International, Inc. as an existing
business with its own activities, including revenues and expenses, and discreet financial information.  Furthermore, fr om your description, we note that Coffee
Bean International, Inc. has distinct cat egories of customers different from those
of the company prior to the acquisition as well as different roasting processes which may result in different production cost s and inventory flows.  We also note
your disclosure that roasted coffee products comprise approximately 50% of your sales while no other product accounted for more than 10 % of your revenue.  Please explain whether you have considered Coffee Bean International, Inc. or roasted coffee products for separate segment reporting.  Refer to paragraph 16 of FAS 131.  In your response, please identify the factors you have considered in arriving at your conclusion.
 Acquisition of Coffee Bean International, Inc., page 24

 13. In relation to your acquisition of Coffee Bean International, please expand your
disclosure to include the pro forma information prescribed by paragraphs 54 and 55 of FAS 141.
 14. Please indicate whether you have considered the requirements to furnish separate
financial statements of an acquired business and/or the requirements to furnish pro forma financial information.  Refer to Rule 3-05 and Article 11 of Regulation S-X.
 Note 2. Investments and Derivative Instruments, page 28

 15. We note your designation of all investments and non-hedging derivative
instruments as trading securities.  We also note your disclosures on page 17 which state, “We do not transact in futures contracts or put options for speculative purposes.”  Given this disclosure and the definition of trading securities in paragraph 12.a of FAS 115, please explai n why you believe your investments and
non-hedging derivatives are appropriately classified as trading securities.

Mr. Simmons
Farmer Bros. Co. January 31, 2008 Page 5

Note 5. Employee Benefit Plans
 Company Pension Plans, page 31

 16. Please expand your disclosure to include a reconciliation of the beginning and
ending balances of the projected benefit obligation, identifying each appropriate component of the change, for each year a balance sheet is presented.  Refer to paragraph 5.a of FAS 132R.
 17. Please expand your disclosure to include a reconciliation of the beginning and
ending balances of the fair value of the plan assets, identifying each appropriate component of the change, for each year a balance sheet is presented.  Refer to paragraph 5.b of FAS 132R.
 18. Please expand your disclosure to include the location of the amounts recognized
in the balance sheet related to the funded status of the plan, including the current and non-current portions, at each balance sheet date presented.  Refer to paragraph 5.c of FAS 132R and paragraph E.1.c of FAS 158.
 Post Retirement Benefits, page 33

 19. Please expand your disclosure to include your assumptions regarding discount
rates and health care cost trend rates used in deriving your APBO.  Refer to paragraphs 5.j and 5.l of FAS 132R.
 20. We note you disclose the location of amounts recognized in the statement of
financial position as of June 30, 2007.  However, for the comparative year you have determined that such disclosure is not required.  Please refer to paragraphs 5.c and 19 of FAS 132R, and revise to include this information, or tell us why you believe such disclosure is not required.
 21. You disclose that your postretirement benefit plan is unfunded, yet within the
table of changes in plan assets, you attribute an increase to “Actual Return on Assets.”  Please revise your disclosure to correct this inconsistency.
 22. Within your table of “Components of Net Periodic Postretirement Benefit Costs”,
you include a line item titled “Total net periodic postretirement benefit cost/(income)” in computing the total.  Please clarify your intended meaning of this line within the table, or, to the extent this is a typographical error, revise your disclosure as necessary.

Mr. Simmons
Farmer Bros. Co. January 31, 2008 Page 6

Schedule II – Valuation and Qualifying Accounts
 23. It appears you have recorded allowances for doubtful accounts and tax asset
valuations during the periods for which an audited income statement was filed.  As such, please expand your disclosure to include Schedule II for these and any other valuation and qualifying accounts, or tell us why you believe such schedule is not required.  Refer to Rule 5-04 of Regulation S-X.
 Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 24. In a March 4, 2005 Staff Alert entitled “Annual Report Reminders,” the staff of
the Division of Corporation Finance reminded issuers that the certifications required under Exchange Act Rules 13a-14(a) and 15d-14(a) must be in the exact form set forth in Item 601(b)(31) of Regulation S-K.  We note the identification of the certifying individual at the beginning of the certifications required by Exchange Act Rule 13a-14(a) also includes the title of the certifying individual.  The identification of the certifying individua l at the beginning of the certifications
should be revised so as not to include the individual’s title.

Please revise your certifications to be in the exact form set forth in Item 601 of Regulation S-K.
  Closing Comments

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  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 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 filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment 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.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

Mr. Simmons
Farmer Bros. Co. January 31, 2008 Page 7

‚ the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments 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 Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.   You may contact James Giugliano at (202) 551-3319, or Mark Wojciechowski, at (202) 551-3759 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3683 with any other questions.          S i n c e r e l y ,             Jill Davis         B r a n c h  C h i e f