SecProbe.io

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 March 24, 2026

Jeffrey Oldenkamp
Executive Vice President and Chief Financial Officer
Hawkins, Inc.
2381 Rosegate
Roseville, MN 55113

 Re: Hawkins, Inc.
 Form 10-K for Fiscal Year Ended March 30, 2025
 File No. 000-07647
Dear Jeffrey Oldenkamp:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
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 Document March 13, 2026 Hawkins, Inc. 2381 Rosegate Roseville, MN 55113 Phone: (612) 331-6910 Fax: (612) 331-5304 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F. Street, N.E. Washington, D.C.  20549 Attn: Robert Shapiro and Doug Jones                                                               By EDGAR Re: Hawkins, Inc. Form 10-K for Fiscal Year Ended March 30, 2025 Form 8-K Furnished January 28, 2026 File No. 000-07647 Dear Mr. Shapiro and Mr. Jones: On behalf of Hawkins, Inc. (the “Company”), we hereby submit our response to comments received from the Staff of the Securities and Exchange Commission by letter dated February 27, 2026. For your convenience, we have repeated and numbered the comments in your letter. Form 10-K for the fiscal year ended March 30, 2025 Notes to Consolidated Financial Statements, page 32 1. It appears selling, general and administrative expenses is material to your results of operations. Please consider describing what this line item consists of. Response : Our selling, general and administrative expenses consist of expenses related to selling products, including personnel and related expenses, amortization of intangibles, marketing and promotion expenses, and travel expenses; and administrative expenses, primarily personnel costs, related to certain executive officers, information technology, accounting and human resources; and the fair value accretion of any earnout liabilities. We intend to include a description of our selling, general and administrative expenses in the notes to our audited consolidated financial statements in future filings beginning with our Form 10-K for the year ending March 29, 2026. U.S. Securities and Exchange Commission March 13, 2026 Page 2 Note 14 - Leases, page 45 2. Please disclose the cash paid for amounts included in the measurement of lease liabilities pursuant to ASC 842-20-50-4.g.1 Response : We intend to disclose cash paid for amounts included in the measurement of lease liabilities in the notes to our audited consolidated financial statements in future filings beginning with our Form 10-K for the year ending March 29, 2026. Note 15 - Segment Information, page 45 3. You disclose here there are no intersegment sales. On page 1 under Business you disclose the Industrial Group ("Industrial") repackages water treatment chemicals for the Water Treatment Group ("Water Treatment"), there are significant synergies between Water Treatment and Industrial regarding chemicals sold by Water Treatment derived from large volume of chemicals purchased by Industrial, and Water Treatment and Industrial share certain resources. In view of this, please describe for us and disclose as appropriate the relationship between these two groups such that no intersegment sales occur. Also, describe for us and disclose as appropriate how the costs of resources shared between these groups and chemicals purchased by Industrial on behalf of Water Treatment are assigned to the appropriate segment. Response : The sales and supply functions of our Industrial Group and Water Treatment Group largely operate independently of one another. However, the Company is well-positioned to realize supply chain synergies by leveraging the aggregate purchasing power of both groups. For example, because of the large volumes of raw material purchased by the Company as a whole, both groups are able to participate in favorable supplier pricing arrangements. In most cases where the Water Treatment Group has purchased raw materials in bulk, the purchases have been made directly by the Water Treatment Group at the same negotiated prices enjoyed by the Industrial Group. There are situations in which the Industrial Group repackages bulk raw materials already in its inventory into smaller quantities for our Water Treatment Group. In such situations, the raw material is transferred from the Industrial Group to the Water Treatment Group at cost, including raw material costs, capitalized freight, and capitalized internal production and warehousing costs, with the offset settled in a balance sheet clearing account. Capitalized freight and capitalized internal production and warehousing costs are calculated and applied to inventory on an item level basis using per unit estimates that are based on historical costs or a time and effort measure as appropriate. No intersegment sales or profit are recorded in connection with the transfer. When the resulting product is sold to the Water Treatment Group’s customer, the Water Treatment Group records the sale and the appropriate costs of sales. Because we do not record intersegment sales, and no other intersegment transfer data is included in the measures of segment profit or loss reviewed by the chief operating decision maker, no disclosure is required under Accounting Standards Codification 280-10-50-22. However, we intend to include supplemental disclosure summarizing the basis for our reporting in the notes to our audited consolidated financial statements in future filings beginning with our Form 10-K for the year ending March 29, 2026. U.S. Securities and Exchange Commission March 13, 2026 Page 3 Form 8-K Furnished January 28, 2026 Exhibit 99.1, page 1 4. Under the caption "Third Quarter Fiscal Year 2026 Highlights," for the non-GAAP measure Adjusted EBITDA, please present the most directly comparable GAAP measure of net income with equal or greater prominence. Refer to Question 102.10(a) of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. Response : The Company confirms that it will present the most directly comparable GAAP financial measure with equal or greater prominence when presenting non-GAAP financial measures beginning with its press release announcing financial results for its fourth quarter and fiscal year ending March 29, 2026. Accordingly, to the extent future Company disclosure includes a presentation of Adjusted EBITDA, net income will be presented with equal or greater prominence. Please contact me at +1 (612) 331-6910 should there be any questions or additional comments with respect to the above responses. Yours truly,   HAWKINS, INC.   By: /s/ Jeffrey P. Oldenkamp Jeffrey P. Oldenkamp Executive Vice President and Chief Financial Officer cc:    Patrick H. Hawkins, Chief Executive Officer and President Dan Louismet, Interim General Counsel and Secretary Steven C. Kennedy, Faegre Drinker Biddle & Reath LLP Joshua L. Colburn, Faegre Drinker Biddle & Reath LLP

<DOCUMENT>
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<TEXT>
 February 27, 2026

Jeffrey Oldenkamp
Executive Vice President and Chief Financial Officer
Hawkins, Inc.
2381 Rosegate
Roseville, MN 55113

 Re: Hawkins, Inc.
 Form 10-K for Fiscal Year Ended March 30, 2025
 Form 8-K Furnished January 28, 2026
 File No. 000-07647
Dear Jeffrey Oldenkamp:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended March 30, 2025
Notes to Consolidated Financial Statements, page 32

1. It appears selling, general and administrative expenses is material to
your results of
 operations. Please consider describing what this line item consists of.
Note 14 - Leases, page 45

2. Please disclose the cash paid for amounts included in the measurement of
lease liabilities
 pursuant to ASC 842-20-50-4.g.1.
Note 15 - Segment Information, page 45

3. You disclose here there are no intersegment sales. On page 1 under
Business you
 disclose the Industrial Group ("Industrial") repackages water treatment
chemicals for
 the Water Treatment Group ("Water Treatment"), there are significant
synergies between
 Water Treatment and Industrial regarding chemicals sold by Water
Treatment derived
 from large volume of chemicals purchased by Industrial, and Water
Treatment and
 Industrial share certain resources. In view of this, please describe for
us and disclose as
 February 27, 2026
Page 2

 appropriate the relationship between these two groups such that no
intersegment sales
 occur. Also, describe for us and disclose as appropriate how the costs
of resources shared
 between these groups and chemicals purchased by Industrial on behalf of
Water
 Treatment are assigned to the appropriate segment.
Form 8-K Furnished January 28, 2026
Exhibit 99.1, page 1

4. Under the caption "Third Quarter Fiscal Year 2026 Highlights," for the
non-GAAP
 measure Adjusted EBITDA, please present the most directly comparable
GAAP measure
 of net income with equal or greater prominence. Refer to Question
102.10(a) of the
 Compliance and Disclosure Interpretations on Non-GAAP Financial
Measures.
 In closing, 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 Robert Shapiro at 202-551-3273 or Doug Jones at
202-551-3309 with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
April 11, 2023
Jeffrey Oldenkamp
Executive Vice President and Chief Financial Officer
Hawkins, Inc.
2381 Rosegate
Roseville, MN 55113
Re:Hawkins, Inc.
Form 10-K for the Fiscal Year Ended April 3, 2022
Filed May 18, 2022
File No. 000-07647
Dear Jeffrey Oldenkamp:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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Document

March 30, 2023

U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F. Street, N.E.
Washington, D.C.  20549                                                              By EDGAR

Attn: Robert Shapiro and Lyn Shenk

Re:    Hawkins, Inc.
Form 10-K for the fiscal year ended April 3, 2022
Filed May 18, 2022
File No. 000-07647

Dear Robert Shapiro and Lyn Shenk:

On behalf of Hawkins, Inc. (the “Company”), we hereby submit our response to comments received from the Staff of the Securities and Exchange Commission by letter dated March 20, 2023. For your convenience, we have repeated and numbered the comments in your letter.

Form 10-K for the fiscal year ended April 3, 2022

Management's Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Fiscal 2022 Compared to Fiscal 2021

Sales, page 16

1.Please quantify factors to which changes are attributed, including the impact of changes in the selling prices of your products and changes in the volume of goods sold. We note you quantify bulk commodity products as a percent of sales. Please explain the importance of this to an investor's understanding of your results. Please consider quantifying increases in your sales by product lines in your segment sales discussion if important to investor's understanding. Refer to Item 303(b)(2)(iii) of Regulation S-K.

Response: We acknowledge the staff’s comment and in future filings will endeavor to provide additional detail quantifying the extent to which changes in prices or volume resulted in material changes in sales.

Our fiscal year ended April 3, 2022 (“fiscal 2022”) had 53 weeks of sales as compared to the prior fiscal year which had 52 weeks.  The extra week occurs approximately every six years. The extra week in fiscal 2022 contributed approximately $17.5 million of the $177.7 million increase in sales over the prior year.

Within both our Industrial and Water Treatment segments, we disclose the percentage of our overall sales that consist of sales of bulk commodity products as these products are generally distributed and we do not add significant value to these products in comparison to our non-bulk products. Sales of these products are generally highly competitive and price sensitive. As a result, bulk commodity products generally have our lowest margins. Because non-bulk products carry higher per-unit margins, we have sought to increase our sales of higher margin products. We, therefore, believe that quantifying bulk commodity products as a percentage of sales for our Industrial and Water Treatment segments is important to an investor’s understanding of our operating results.

Our fiscal 2022 Industrial segment sales increased by $113.6 million, and we estimated the 53rd week contributed approximately $10 million of this increase. The remaining increase in revenue was driven by increased selling prices and volume. Removing the impact of the 53rd week, increased selling prices represented approximately 58% of the increase and volume increases represented 42% of the increase.

Our fiscal 2022 Water Treatment segment sales increased by $58.1 million, and we estimated the 53rd week contributed approximately $3.9 million of this increase. The remaining increase in revenue was driven by increased volume growth, including growth from acquisitions and increased selling prices.  Removing the impact of the 53rd week, increased volume, both organic growth and growth from acquisitions, represented 63% of the increase, with the remainder due to increased selling prices.

Our fiscal 2022 Health and Nutrition segment sales increased by $6.0 million, and we estimated the 53rd week contributed approximately $3.6 million of the increase. The remaining increase in revenue was driven by increased selling prices offset by decreases in volume. Our Health and Nutrition segment has no bulk commodity product sales. We believe a more important measure to enhance an investor’s understanding of our results is the amount of revenue derived from manufactured products as compared to distributed products which is further detailed in the revenue footnote.

At this time, we do not believe that quantifying changes in our sales by product lines in our segment sales discussion will enhance an investor’s understanding of our results of operation. Due to our diverse product offerings and end customers, we sell similar products to different customers at substantially different prices and margins in multiple segments, depending on market conditions. As a result, we do not believe that reporting by product line would be helpful to an investor’s understanding of our operating results disclosed in the consolidated financial statements, which includes the information related to sales of our manufactured, blended or repackaged products, distributed specialty products and bulk products disclosed in Footnote 3 (Revenue) to the consolidated financial statements.

We periodically consider additional quantitative disclosures in light of applicable requirements and guidance. However, we believe that quantifying increases in our sales by product line within our segments is not necessary for investors to understand our results of operations. Further, we believe it would disclose proprietary information that would be available for use against us by our competitors.

Please contact us should there be any questions or comments with respect to the above responses.

Yours truly,

  HAWKINS, INC.

 By: /s/Jeffrey P. Oldenkamp

Jeffrey P. Oldenkamp
Executive Vice President and
Chief Financial Officer

cc:    Patrick H. Hawkins, Chief Executive Officer and President
Richard G. Erstad, Vice President, General Counsel and Secretary

Steven C. Kennedy, Faegre Drinker Biddle & Reath LLP
Joshua L. Colburn, Faegre Drinker Biddle & Reath LLP

United States securities and exchange commission logo
March 20, 2023
Jeffrey Oldenkamp
Executive Vice President and Chief Financial Officer
Hawkins, Inc.
2381 Rosegate
Roseville, MN 55113
Re:Hawkins, Inc.
Form 10-K for the Fiscal Year Ended April 3, 2022
Filed May 18, 2022
File No. 000-07647
Dear Jeffrey Oldenkamp:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended April 3, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Fiscal 2022 Compared to Fiscal 2021
Sales, page 16
1.Please quantify factors to which changes are attributed, including the impact of changes in
the selling prices of your products and changes in the volume of goods sold.  We note
you quantify bulk commodity products as a percent of sales.  Please explain the
importance of this to an investor's understanding of your results. Please consider
quantifying increases in your sales by product lines in your segment sales discussion if
important to investor's understanding.  Refer to Item 303(b)(2)(iii) of Regulation S-K.
            In closing, 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

 FirstName LastNameJeffrey Oldenkamp
 Comapany NameHawkins, Inc.
 March 20, 2023 Page 2
 FirstName LastName
Jeffrey Oldenkamp
Hawkins, Inc.
March 20, 2023
Page 2
absence of action by the staff.
            You may contact Robert Shapiro at 202-551-3273 or Lyn Shenk at 202-551-3380 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
June 19, 2009
 Mr. Richard G. Erstad Vice President, General Counsel and Secretary Hawkins, Inc. 3100 East Hennepin Avenue Minneapolis, MN 55413  RE:   Form 8-K Item 4.01 filed June 12, 2009
 Form 8-K/A Item 4.01 filed June 17, 2009
 File #0-7647

Dear Mr. Erstad:
We have completed our review of your Fo rm 8-K and related filings and have no
further comments at this time.
If you have any further questions regard ing our review of your filings, please
direct them to the undersigned at (202) 551-3866.           S i n c e r e l y ,             Jeffrey Gordon         S t a f f  A c c o u n t a n t

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CORRESPONDENCE

[COMPANY LETTERHEAD]

June 18, 2009

Securities and Exchange Commission

BY EDGAR AND

Division of Corporation Finance

BY OVERNIGHT DELIVERY

100 F Street, N.E.

Washington, DC 20549-7010

Attention:

Jeffrey Gordon

Staff Accountant

Re:

Hawkins, Inc.

Form 8-K Item 4.01 filed June 12, 2009

File #0-7647

Dear Mr. Gordon:

On behalf of Hawkins, Inc. (the “Company”), we hereby submit our response to comments received from the Staff of the Securities and Exchange Commission (the “Commission”) by letter dated June 17, 2009. For your convenience, we have repeated and numbered the comment in your June 17 letter.

1.

We read that you have requested a letter from your former accountants indicating their agreement with your disclosures. Supplementally tell us the status of obtaining this letter. If there is a specific reason why your former accountants have not yet provided this letter, such as a billing dispute or other unresolved matters between you and your former accountants, revise your disclosure to explain to your investors the nature of the delay in
obtaining this letter. Otherwise, confirm to us that you expect to receive this letter shortly and will file an amendment to your Item 4.01 Form 8-K to provide this letter as Exhibit 16 upon its receipt.

Response:  On June 16, 2009, the Company received the requested letter from our former accountants.  On June 17, 2009, the Company electronically filed with the Commission an amendment to its previously filed Current Report on Form 8-K for the purpose of providing the above-mentioned letter as Exhibit 16.

Pursuant to the staff’s request, the Company acknowledges that:

•

it is responsible for the adequacy and accuracy of the disclosure in the filings,

•

staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Securities Exchange Commission from taking any action with respect to the filings, 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.

Should there be any questions or comments with respect to the above responses, or should additional information be required, please contact the undersigned at (612) 617-8582.

Yours truly,

/s/ Richard G. Erstad

Richard G. Erstad

Vice President and

General Counsel

cc:

John R. Hawkins

Kathleen P. Pepski

Eric Sweerin

Steven C. Kennedy

W. Morgan Burns

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

June 17, 2009  Mr. Richard G. Erstad Vice President, General Counsel and Secretary Hawkins, Inc. 3100 East Hennepin Avenue Minneapolis, MN 55413
RE:   Form 8-K Item 4.01 filed June 12, 2009
 File #0-7647

Dear Mr. Erstad:  We have reviewed your filings and have the following comments.  Where indicated, we think
you should revise your documents in response to  these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explan ation.  In some of our comments, we may ask
you to provide us with supplemental informati on so we may better understand your disclosure.
After reviewing this information, we may or may not raise additional comments.  Please understand that the purpose of our review pr ocess is to assist you in your compliance with
the applicable disclosure requirements and to e nhance the overall disclosure in your filing.  We
look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone
number listed at the end of this letter.
1. We read that you have requested a letter from your former accountants indicating their agreement with your disclosures.  Supplementally tell us the status of obtaining this letter.  If there is a specific reason why your former accountants have not yet provided this letter, such as a billing dispute or other unresolved matters between you and your former accountants, revise your disclosure to explain to your investors the nature of the delay in obtaining this letter.  Otherwise, confirm to us that you expect to receive this letter shortly and will file an amendment to your Item 4.01 Form 8-K to provide this letter as Exhibit 16 upon its receipt.

*****
 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that  they have provided all information investors
require.  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.

Richard G. Erstad
Vice President, General Counsel and Secretary June 17, 2009 Page 2  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that
‚ the company is responsible for the adequacy and accuracy of the disclosure in the filings;
‚ staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff 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 Division of Corpora tion Finance in our review of your filing or in
response to our comments on your filing.    Please file your supplemental response via EDGAR in response to these comments within 5 business days of the date of this letter.  Please note that if you require longer than 5 business days to respond, you should contact the staff immediately to request additional time.  You may wish to provide us with marked copies of each amended filing to expedite our review.  Direct
any questions regarding the above to the undersigned at (202) 551-3866.  Sincerely,    Jeffrey Gordon Staff Accountant

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

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 7010
March 26, 2009
  Ms. Kathleen Pepski Hawkins, Inc. 3100 East Hennepin Avenue Minneapolis, Minnesota 55413

 RE: Hawkins, Inc
Form 10-K for the fiscal year ended March 30, 2008
  Filed June 13, 2008
File #0-7647

 Dear Ms. Pepski:
We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
If you have any questions regarding co mments on the financial statements and
related matters, please direct them to Tric ia Armelin, Staff Account ant, at (202) 551-3747
or, in her absence, to the undersigned at (202) 551-3689.  Please contact Era Anagnosti,
Staff Attorney, at (202) 551-3369 or, in her ab sence, Andy Schoeffler, Staff Attorney, at
(202) 551-3748 with any other questions.

         S i n c e r e l y ,             John Hartz        Senior Assistant Chief Accountant

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Hawkins, Inc. Correspondence

March 6, 2009

Securities and Exchange Commission

BY EDGAR AND

Division of Corporation Finance

BY OVERNIGHT DELIVERY

100 F Street, N.E.

Washington, DC 20549-7010

    Attention:

John Hartz

Senior Assistant Chief Accountant

Re:

Hawkins, Inc.

Form 10-K for the fiscal year ended March 30, 2008

Filed June 13, 2008

File #0-7647

Dear Mr. Hartz:

On behalf of Hawkins, Inc. (the “Company”), we hereby submit our response to comments received from the Staff of the Securities and Exchange Commission by letter dated February 23, 2009. For your convenience, we have repeated and numbered the comments in your letter.

It is our understanding that we will need to consider these comments, and incorporate appropriate disclosure, in our future reports on Forms 10-K, 10-Q and 8-K and Schedule 14A.

Form 10-K for the fiscal year ended March 30, 2008

General

1.

Please advise us as to why you have not filed an Exhibit 21 disclosing the information required by Item 601(b)(21) of Regulation S-K.

Response: Item 601(b)(21) of Regulation S-K requires a listing of all subsidiaries of the registrant, among other information. We have no subsidiaries and, therefore, an Exhibit 21 is not required.

Business, page 2

2.

Because of the nature of your business, the discussion about sources and availability of raw materials appears limited despite some general disclosure of these matters in various risk factors. Further, we note that in your latest quarterly report on Form 10-Q for the period ended December 31, 2008, you disclose that you have experienced rising material costs and supply constraints for certain products (see the first paragraph of the
“Sales” discussion on page 11). In future filings, please expand your disclosure related to information contained in subparagraphs (c)(1)(iii) of Item 101 of Regulation S-K, to the extent that such information is material to your business taken as a whole.

Securities and Exchange Commission

March 6, 2009

Page 2

Response:  In future filings, we will expand our disclosure related to the information contained in subparagraphs (c)(1)(iii) of Item 101 of Regulation S-K, to the extent this information is material to our business taken as a whole.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 11

3.

We note that you have presented several factors which impact your results on both a consolidated and segment basis. Please revise future filings to quantify the impact of these factors where practicable. Reference Release No. 33-8350.

Response: In future filings, we will quantify the impact of factors impacting our results on both a consolidated and segment basis where practicable.

Allowance for Doubtful Accounts, page 16

4.

We note your disclosure that your allowance for doubtful accounts is an estimate which is evaluated on a quarterly basis. It is therefore unclear to us why the additions are equal to the deductions to this allowance for each year presented on Schedule II. Please explain. In addition, please tell us how you have evaluated the adequacy of the remaining allowance for each year presented.

Response:  The Company performs specific reviews of outstanding receivables to determine at-risk accounts receivables to be reserved or written off. On a monthly basis, the Credit Department reviews detailed accounts receivable reports to identify delinquent and/or long outstanding customer accounts. From this review, the Credit Department will contact at-risk accounts to attempt to collect the past due balance.

On a quarterly basis, the Company reviews the adequacy of its estimated allowance for doubtful accounts. This analysis involves a detailed review of the accounts receivable aging by customer account to identify delinquent or long outstanding accounts. The specific at-risk accounts are reviewed individually, with the Credit Department, to determine what portion of the outstanding balance should be reserved. The individual account review is aggregated to determine the allowance for doubtful accounts at the end of each quarter. Account balances that the Company deems uncollectible based on our analytical review or past collection efforts are written off and are not part of the allowance for doubtful accounts.

The overall quality of our accounts receivable balance has remained relatively consistent during each quarter over the three fiscal years ended March 30, 2008 and, consequently, the allowance for doubtful accounts has not fluctuated significantly during this period. On a quarterly basis over that period, the allowance for doubtful accounts ranged from $200,000 to $300,000, with the allowance at the end of each of the three reported fiscal years at $225,000. However, as a result of our review of the adequacy of the quality of the accounts receivable balance for the quarter ended December 31, 2008, we recorded bad debt expense of approximately $700,000, as reported in our Quarterly Report on Form 10-Q, related to two specifically identified at-risk accounts. Consequently, if Schedule II was prepared as of December 31, 2008, it would disclose $701,000 as additions charged to expense and
approximately $26,000 of write-offs for the nine months ended December 31, 2008, with a balance of $900,000 in the allowance for doubtful accounts as of December 31, 2008.

Securities and Exchange Commission

March 6, 2009

Page 3

Goodwill and Identifiable Intangible Assets, page 24

5.

We note your disclosure that you determined an annual impairment test for goodwill and identifiable assets not subject to amortization was not necessary because there were no impairment indicators. It is unclear to us how you have complied with paragraph 26 of FAS 142. Please explain.

Response:  In accordance with paragraph 26 of SFAS No. 142, Accounting for Goodwill and Other Intangible Assets, the Company’s policy is to test goodwill for impairment on an annual basis and between annual tests if certain indicators of impairment are identified. We have selected January 1st as our annual impairment assessment date.

All of the Company’s goodwill and identifiable assets not subject to amortization were recorded in conjunction with our acquisition of Trumark, Inc. which was completed on May 31, 2007. Prior to this acquisition, the Company did not have any goodwill or identifiable assets not subject to amortization that would have required the Company to conduct impairment testing in accordance with SFAS No. 142.

Subsequent to the Trumark, Inc. acquisition, the Company assessed its reporting units in accordance with paragraph 30, of SFAS No. 142, and concluded the acquired business would be aggregated within the Company’s Industrial segment to constitute the reporting unit to be tested for impairment.

As of January 1, 2008, because only seven months had passed since acquisition, the Company did a high level assessment of whether any impairment had occurred. Given that revenues and margins of the reporting unit had continued increasing, the Company’s market capitalization as of January 1, 2008 was $153.7 million, compared to net assets of $85.8 million, the total goodwill and indefinite lived intangible assets were only approximately 2% of total assets, and the fact that none of the impairment indicators listed in paragraph 28 of SFAS No. 142 were present, a more in depth discounted cash flows model was not performed.

The Company is currently in the process of performing our annual test of impairment related to goodwill and indefinite lived intangible assets, as of January 1, 2009 which does include a detailed discounted cash flow analysis. Based upon our analysis to date, we do not anticipate there will be any impairment. During 2009, revenues and margins of the Industrial Segment have increased over 2008, and no other indicators of impairment were present. The results of our annual test will be disclosed in our Form 10-K for the year ending March 29, 2009.

Securities and Exchange Commission

March 6, 2009

Page 4

Evaluation of disclosure controls and procedures, page 33

6.

We note your disclosure that your certifying officers concluded that your disclosure controls and procedures were effective to “ensure that information required to be disclosed in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.”  This description appears to be based on the definition of disclosure controls and
procedures set forth in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. As described, however, the evaluation does not fully conform to the definition in those rules. Specifically, the description does not indicate that your disclosure controls and procedures are effective to ensure that information is accumulated and communicated to management, including the principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure. Please confirm this to us and revise accordingly in future filings. Alternatively, you may simply state in future filings that your certifying officers concluded on the applicable dates that your disclosure controls and procedures were effective.

Response: We hereby confirm that our principal executive officer and principal financial officer concluded that as of March 30, 2008 our disclosure controls and procedures were effective to ensure that information is accumulated and communicated to management, including the principal executive officer and the principal financial officer to allow timely decisions regarding required disclosures.

In future filings we will simply state, when true, that our certifying officers concluded on the applicable dates that our disclosure controls and procedures were effective.

7.

We note the statement that the company’s disclosure controls and procedures are designed to provide “reasonable assurance” as to the reliability of your published financial statement and other disclosures included in your filing. We also note this statement under “Item 4 – Controls and Procedures” in your quarterly reports on Form 10-Q for the quarters ended June
30, 2008, September 30, 2008, and December 31, 2008. Please tell us, and in future filings disclose, whether you principal executive officer and principal financial officer concluded that your disclosure controls and procedures are effective at that reasonable assurance level. In the alternative, remove the reference to the level of assurance of your disclosure controls and procedures. Please refer to Section II.F.4 of Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, SEC Release No. 33-8238, available on our website at http://www.sec.gov/rules/final/33-8238.htm.

Response: We hereby confirm that our principal executive officer and principal financial officer concluded that, as of each of the relevant dates, our disclosure controls and procedures were effective at a reasonable assurance level as to the reliability of our published financial statements and other disclosures in the relevant filings.

In future filings we will remove the reference to the level of assurance of our disclosure controls and procedures.

Securities and Exchange Commission

March 6, 2009

Page 5

Schedule 14A Definite Proxy Statement Filed on July 9, 2008

Information About Directors, page 2

8.

In future filings, please complete the biographical information for Mr. Chacko after his role as Vice President and Chief Financial Officer of MedicalCV, Inc.

Response: Mr. Chacko had no subsequent employment following his departure from MedicalCV, Inc. as of the time of the filing of our proxy statement. In future filings, we will disclose any additional biographical information for Mr. Chacko after his role as Vice President and Chief Financial Officer of MedicalCV, Inc.

Compensation of Executive Officers and Directors, page 6

Determining Executive Compensation for Fiscal 2008, page 7

9.

Based on your current disclosure, it remains unclear whether you benchmark your compensation, which would otherwise require disclosure in accordance with Item 402(b)(2)(xiv) of Regulation S-K. Question 118.05 of Regulation S-K Compliance and Disclosure Interpretations, which are available on our website at http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm, provides further
guidance on when a registrant must identify the benchmark in the filing. In future filings, please clarify whether you benchmark your compensation, and if so, please make the appropriate disclosures.

Response: The Company does not benchmark its compensation. The Company’s Compensation Committee does review and consider broad-based third-party survey data to understand current compensation practices, levels and structures and thereby inform its compensation decisions, but not to establish specific compensation parameters based on such data. In future filings, we will provide this clarification.

Elements of Executive Officer Compensation, page 7

Annual Cash Bonus Compensation, page 7

10.

We note that you have not provided a quantitative discussion of the terms of the necessary performance targets to be achieved in order for your named executive officers to earn a cash bonus. Please tell us, and in future filings disclose, the specific performance targets used to determine cash bonus amounts. To the extent you believe that disclosure of the performance targets is not required because it would result in competitive harm such
that the targets could be excluded under Instruction 4 to Item 402(b) of Regulation S-K, please provide on a supplemental basis a detailed explanation for such conclusion, and note that we may have additional comments. Please note that to the extent that you have an appropriate basis for omitting the specific targets, you must discuss how difficult it would be for the name executive officers or how likely it will be for you to achieve the undisclosed target levels or other factors. In addition, please disclose whether the performance targets have been achieved for each named executive officer.

Securities and Exchange Commission

March 6, 2009

Page 6

Response: As described on pages 8 and 9 of our proxy statement, the corporate performance portion of the bonuses was based on our company-wide results for the applicable period as measured by income before taxes compared to a targeted level of income before taxes for the first and second six months of fiscal 2008. The business unit performance portion of the bonus was based on individual business unit profitability for the first and second six months of fiscal 2008. As disclosed in the proxy statement, the target corporate performance level for the first six months of fiscal 2008 was the actual income before taxes for the same period of the prior fiscal year, excluding certain costs related to the implementation of the ERP system and compliance with Section 404 of Sarbanes-Oxley, and the target business unit profitability was the actual profitability of the
respective business unit for the same period of the prior fiscal year.

The following table sets forth all of the quantitative performance targets set by the Compensation Committee in determining cash bonus amounts for fiscal 2008:

Six Months Ended
 September 30, 2007

Six Months Ended
 March 30, 2008

Target

Actual

Target

Actual

Income before taxes

$

11,135,000

$

11,148,000

$

4,500,000

$

4,996,000

Business Unit Profitability

Industrial Segment

$

11,375,000

$

12,594,000

$

11,700,000

$

13,569,000

Water Treatment Segment

$

17,147,000

$

18,159,000

$

12,965,000

$

13,334,000

Pharmaceutical Segment

$

2,385,000

$

2,296,000

$

1,900,000

$

2,617,000

In future filings, we will (i) disclose all quantitative performance targets and (ii) clarify whether the applicable performan

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

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 7010
February 23, 2009
   Ms. Kathleen Pepski Hawkins, Inc. 3100 East Hennepin Avenue Minneapolis, Minnesota 55413

 RE: Hawkins, Inc
Form 10-K for the fiscal year ended March 30, 2008
  Filed June 13, 2008
File #0-7647

 Dear Ms. Pepski:
We have reviewed your filings and have the following comments.  Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to pr ovide us with supplemental information so
we may better understand your disclosure.  Af ter reviewing this information, we may or
may not raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-K for the fiscal year ended March 30, 2008

 General

1. Please advise us as to why you have not filed an Exhibit 21 disclosing the
information required by Item 601( b)(21) of Regulation S-K.

Ms. Kathleen Pepski
Hawkins, Inc. February 23, 2009 Page 2   Business, page 2

2. Because of the nature of your busines s, the discussion about sources and
availability of raw materials appears lim ited despite some general disclosure of
these matters in various risk factors.  Furt her, we note that in your latest quarterly
report on Form 10-Q for the period ended December 31, 2008, you disclose that you have experienced rising material co sts and supply constraints for certain
products (see the first paragraph of the “S ales” discussion on page 11).  In future
filings, please expand your disclosure related to information contained in
subparagraphs (c)(1)(iii) of Item 101 of Regulation S-K, to the extent that such
information is material to your  business taken as a whole.

Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 11
3. We note that you have presented severa l factors which impact your results on
both a consolidated and segment basis.  Pl ease revise future filings to quantify the
impact of these factors where prac ticable.  Reference Release No. 33-8350.

Allowance for Doubtful Accounts, page 16
4. We note your disclosure that your allo wance for doubtful accounts is an estimate
which is evaluated on a quarterly basis.  It is therefore unclear to us why the
additions are equal to the deductions to th is allowance for each year presented on
Schedule II.  Please explain.  In addition, please tell us how you have evaluated
the adequacy of the remaining allowance for each year presented.

Goodwill and Identifiable Intangible Assets, page 24
5. We note your disclosure that you determined an annual impairment test for
goodwill and identifiable assets not subj ect to amortization was not necessary
because there were no impairment indicators.   It is unclear to us how you have
complied with paragraph 26 of FAS 142.  Please explain.

Evaluation of disclosure cont rols and procedures, page 33
6. We note your disclosure that your cer tifying officers concluded that your
disclosure controls and procedures were  effective to “ensure that information
required to be disclosed in reports it f iles or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified in
the SEC’s rules and forms.”  This de scription appears to be based on the
definition of disclosure controls and pro cedures set forth in Rules 13a-15(e) and
15d-15(e) under the Exchange Act.  As  described, however, the evaluation does
not fully conform to the definition in t hose rules.  Specifical ly, the description

Ms. Kathleen Pepski
Hawkins, Inc. February 23, 2009 Page 3
does not indicate that your disclosure c ontrols and procedures are effective to
ensure that information is accumulated and communicated to management, including the principal executive and financial officers, as appropriate to allow timely decisions regarding required disclo sure.  Please confirm this to us and
revise accordingly in future filings.  Alte rnatively, you may simply state in future
filings that your certifying  officers concluded on the a pplicable dates that your
disclosure controls and pr ocedures were effective.
7. We note the statement that the company’s disclosure controls and procedures are
designed to provide “reasonable assurance” as to the reliability of your published
financial statements and other disclosure s included in your filing.  We also note
this statement under “Item 4 – Controls a nd Procedures” in your quarterly reports
on Form 10-Q for the quarters ended June 30, 2008, September 30, 2008, and December 31, 2008.  Please tell us, and in future filings disclose, whether your
principal executive officer and principal financial officer c oncluded that your
disclosure controls and proce dures are effective at that re asonable assurance level.
In the alternative,  remove the reference to th e level of assurance of your
disclosure controls and procedures.  Please refer to Section II.F.4 of
Management’s Reports on Internal Control Over Financial Reporting and
Certification of Disclosure in Exchange  Act Periodic Reports, SEC Release No.
33-8238, available on our website at http ://www.sec.gov/rules/final/33-8238.htm.

Schedule 14A Definite Proxy Stat ement  Filed on July 9, 2008

 Information About Directors, page 2

8. In future filings, please complete the biographical information for Mr. Chacko
after his role as Vice President and Chie f Financial Officer of MedicalCV, Inc.

Compensation of Executive Offi cers and Directors, page 6
Determining Executive Compensation for Fiscal 2008, page 7
9. Based on your current disclosure, it re mains unclear whether you benchmark your
compensation, which would otherwise require  disclosure in accordance with Item
402(b)(2)(xiv) of Regulation S-K.  Question 118.05 of Regulation S-K
Compliance and Disclosure Interpretations , which are available on our website at
http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm , provides further
guidance on when a registrant must identify the benchmark in the filing.  In future
filings, please clarify whether you benc hmark your compensation, and if so,
please make the appropriate disclosures.

Ms. Kathleen Pepski
Hawkins, Inc. February 23, 2009 Page 4   Elements of Executive Officer Compensation, page 7

Annual Cash Bonus Compensation, page 7
10. We note that you have not provided a quant itative discussion of the terms of the
necessary performance targets to be ac hieved in order for your named executive
officers to earn a cash bonus.  Please tell  us, and in future filings disclose, the
specific performance targets used to determine cash bonus amounts.  To the
extent you believe that disclosure of the performance targets is not required
because it would result in competitive ha rm such that the targets could be
excluded under Instruction 4 to Item 402( b) of Regulation S-K, please provide on
a supplemental basis a detailed explanati on for such conclusion, and note that we
may have additional comments.  Please note that to the extent that you have an
appropriate basis for omitting the specifi c targets, you must discuss how difficult
it would be for the named executive offi cers or how likely it will be for you to
achieve the undisclosed target levels or other factors.  In addition, please disclose
whether the performance targets have been achieved for each named executive
officer.
11. We note your disclosure in the last paragr aph on page 8.  In future filings, please
disclose how the actual bonus amount wa s calculated, whether any of the named
executive officers received more that the targeted bonus amount, and how the bonus payment was reduced if the goals were partially achieved.

Cash Compensation for Second Six Months, page 9

12. In future filings, please clarify whethe r the “minimum level of performance”
refers to the company’s performance or the individual performance of each named
executive officer.  Further, please disc lose how the Compensation Committee will
determine “superior performance”.
13. We note your disclosure about the role that the individual objectives play in
determining the amount of the cash b onus for the second six months.  The
compensation discussion and analysis s hould be sufficiently precise to identify
material differences in compensation polic ies with respect to individual named
executive officers.  In future filings, if a named executive officer’s personal
performance is measured against pre-es tablished personal goals or individual
objectives, please disclose them to the extent material in determining the amount of the annual cash bonus.  Please refer to  Section II.B.1 of Commission Release
No. 33-8732A, which is avai lable on our website at
http://www.sec.gov/rules/final/2006/33-8732a.pdf.

Ms. Kathleen Pepski
Hawkins, Inc. February 23, 2009 Page 5   Equity Awards, page 10

14. We note that your disclosure focuses on how the compensation committee
determines the number of performance units to be issued based on achieving a certain level of pre-tax income.  In future  filings, please disclose in more detail
the factors taken in consideration by the Compensation Committee in determining the number of stock options
 granted to each named executive officer. Your
discussion should provide a comprehensiv e analysis of the substance of the
compensation committee’s decision.

*    *    *    *
   Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please pr ovide us with a supplemental response letter
that keys your responses to our comment s and provides any requested supplemental
information.  Detailed letters greatly facilitate our review.  Please file your supplemental
response on EDGAR as a correspondence file .  Please understand that we may have
additional comments after reviewin g your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the sta ff to be certain that they have provided all
information investors require.  Since the co mpany 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:
• the company is responsible for the adequacy  and accuracy of the disclosure in their
filings;
• 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Ms. Kathleen Pepski
Hawkins, Inc. February 23, 2009 Page 6
If you have any questions regarding co mments on the financial statements and
related matters, please direct them to Tric ia Armelin, Staff Account ant, at (202) 551-3747
or, in her absence, to the undersigned at (202) 551-3689.  Please contact Era Anagnosti,
Staff Attorney, at (202) 551-3369 or, in her ab sence, Andy Schoeffler, Staff Attorney, at
(202) 551-3748 with any other questions.

         S i n c e r e l y ,             John Hartz        Senior Assistant Chief Accountant

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

       DIVISION OF
CORPORATION FINANCE

May 16, 2007

By U.S. mail and facsimile to (612) 331-5304

Mr. Marvin E. Dee Chief Financial Officer Hawkins, Inc. 3100 East Hennepin Avenue Minneapolis, MN 55413
 RE: Hawkins, Inc.
  Form 10-K for the year ended April 2, 2006   Filed June 16, 2006    File No. 0-7647

Dear Mr. Dee:  We have completed our review of your Form 10-K and related filings and have no further
comments at this time.
Sincerely,

John M. Hartz Senior Assistant Chief
        Accountant

CORRESP
1
filename1.htm

Hawkins, Inc. Correspondence

May 14, 2007

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

            Attention:

            Mr. John Hartz

            Senior Assistant Chief Accountant

            Re:

            Hawkins, Inc.

            Form 10-Q for the quarter ended December 31, 2006 filed May 7, 2007

            File No. 0-7647

Dear Mr. Hartz:

This letter responds to the additional comment set forth in your letter dated May 9, 2007.  For your convenience, we have repeated and numbered the comment in your letter.

It is our understanding that we will need to consider this additional comment, and incorporate appropriate disclosure, in our future reports on Forms 10-K and 10-Q.

Pursuant to the staff’s request, Hawkins, Inc. (the “Company”) hereby represents that (i) it is responsible for the adequacy and accuracy of the disclosure in the filings, (ii) staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Securities and Exchange Commission (“Commission”) from taking any action with respect to the filings, and (iii) 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.

To assist the staff in reviewing this letter, we will separately deliver to Mr. Hartz and Ms. Do, by overnight mail, a copy of this letter.

Form 10-Q for the quarter ended December 31, 2006

Item 4. Controls and Procedures, page 13

            1.

            You state that your Chief Executive Officer and Chief Financial Officer have concluded that your disclosure controls and procedures were not effective for the purposes for which they were designed as of the quarter ended December 31, 2006 because implementation and transitional issues encountered with implementation of your new Enterprise Resource Planning (ERP) system resulted in your inability to file the December 31, 2006 Form 10-Q within the filing period specified in the SEC’s rules and forms.  In future filings, please use only the definition of disclosure controls and procedures provided in Exchange Act Rule 13a-15(e), or simply state that the disclosure controls and procedures were either effective or ineffective, as applicable.

Response:  In future filings, the Company will use only the definition of disclosure controls and procedures provided in Exchange Act Rule 13a-15(e), or simply state that the disclosure controls and procedures were either effective or ineffective, as applicable.

*  *  *  *  *

Should there be any questions or comments with respect to the above response, or should additional information be required, please contact the undersigned at (612) 617-8571.

Yours truly,

/s/ Marvin E. Dee

Marvin E. Dee

Vice President and CFO

            cc:

            Jenn Do

            John R. Hawkins

            Eric Sweerin

            Ronald Hafner

            Steven C. Kennedy

            W. Morgan Burns

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

       DIVISION OF
CORPORATION FINANCE

May 9, 2007

By U.S. mail and facsimile to (612) 331-5304

Mr. Marvin E. Dee Chief Financial Officer Hawkins, Inc. 3100 East Hennepin Avenue Minneapolis, MN 55413
 RE: Hawkins, Inc.
  Form 10-Q for the quar ter ended December 31, 2006
  Filed May 7, 2007    File No. 0-7647

Dear Mr. Dee:
We have reviewed your response letter dated April 25, 2007 and have the
following additional comments.  If you disagree , we will consider your explanation as to
why our comment is inapplicable.  After revi ewing this information, we may or may not
raise additional comments.    Form 10-Q for the quarter ended December 31, 2006

 Item 4. Controls and Procedures, page 13

1.   You state that your Chief Executive Of ficer and Chief Fina ncial Officer have
concluded that your disclosure  controls and procedures were not effective for the
purposes for which they were designed  as of the quarter ended December 31,
2006 because implementation and transitional issues encountered with implementation of your new Enterprise Re source Planning (ERP) system resulted
in your inability to file the December 31, 2006 Form 10-Q within the filing period
specified in the SEC’s rules and forms.   In future filings , please use only the
definition of disclosure controls and pr ocedures provided in Exchange Act Rule
13a-15(e), or simply state that the disclosu re controls and procedures were either
effective or ineffective, as applicable.

Mr. Marvin E. Dee
Hawkins, Inc. May 9, 2007 Page 2
*    *    *    *

As appropriate, please respond to these co mments 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 supplemental information.
Detailed response letters  greatly facilitate our  review.  Please file your response letter on
EDGAR.  Please understand that we may have additional comments after reviewing your
responses to our comments.
You may contact Jenn Do at  (202) 551-3743, or me at  (202) 551-3689 if you have
questions regarding these comments.

         S i n c e r e l y ,             John M. Hartz         S e n i o r  A s s i s t a n t  C h i e f          Accountant

CORRESP
1
filename1.htm

Hawkins, Inc. Correspondence

April 25, 2007

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

            Attention:

            Mr. John Hartz

            Senior Assistant Chief Accountant

            Re:

            Hawkins, Inc.

            Form 10-K for the fiscal year ended April 2, 2006 filed June 16, 2006

            File No. 0-7647

Dear Mr. Hartz:

This letter responds to the additional comments set forth in your letter dated April 16, 2007. For your convenience, we have repeated and numbered the comments in your letter.

It is our understanding that we will need to consider these additional comments, and incorporate appropriate disclosure, in our future reports on Forms 10-K, 10-Q and 8-K.

Pursuant to the staff’s request, Hawkins, Inc. (the “Company”) hereby represents that (i) it is responsible for the adequacy and accuracy of the disclosure in the filings, (ii) staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Securities and Exchange Commission (“Commission”) from taking any action with respect to the filings, and (iii) 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.

To assist the staff in reviewing this letter, we will separately deliver to Mr. Hartz and Ms. Do, by overnight mail, a copy of this letter.

Form 10-K for the year ended April 2, 2006

Litigation Settlement, page 12

            1.

            In future filings please provide a more comprehensive discussion concerning settlements through the receipt of shares from the former principals of an acquisition target, so that readers can understand your accounting treatment and classification in a more transparent manner.  It may also be material to know that the selling of those shares on the open market may have had a significant adverse impact on your trading price due to the low average daily trading volume of your stock.

Response:  The Company will provide additional information of the type described in the original comment dated March 8, 2006, our response dated April 5, 2007, and additional comment dated April 16, 2007 in future filings, including the Form 10-Q for the period ended December 31, 2006.

Notification of Late Filing, February 8, 2007

            2.

            We have read your response to comment 6 in our letter dated March 8, 2007. You indicate that your chief executive officer and chief financial officer are currently evaluating the operating effectiveness of your disclosure controls and procedures for the fiscal third quarter ended December 31, 2006. We note that you anticipate such filing to be in May 2007, and you have experienced numerous difficulties. We urge you to carefully consider the definition of effectiveness of disclosure controls and procedures in your assessment and the whether this represents a material weakness. We may have further comments when the December 31, 2006 Form 10-Q is filed.

Response:  The Company will comply with the above comment and carefully consider the definition of effectiveness of disclosure controls and procedures when performing our assessment of disclosure controls and procedures for the December 31, 2006 10-Q filing.

Should there be any questions or comments with respect to the above responses, or should additional information be required, please contact the undersigned at (612) 617-8571.

Yours truly,

/s/ Marvin E. Dee

Marvin E. Dee

Vice President and CFO

            cc:

            John R. Hawkins

            Eric Sweerin

            Ronald Hafner

            Steven C. Kennedy

            W. Morgan Burns

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

       DIVISION OF
CORPORATION FINANCE

April 16, 2007

By U.S. mail and facsimile to (612) 331-5304

Mr. Marvin E. Dee Chief Financial Officer Hawkins, Inc. 3100 East Hennepin Avenue Minneapolis, MN 55413
 RE: Hawkins, Inc.
  Form 10-K for the fiscal  year ended April 2, 2006
  Filed June 16, 2006    File No. 0-7647

Dear Mr. Dee:
We have reviewed your response letter dated April 5, 2007 and have the
following additional comments.  If you disagree , we will consider your explanation as to
why our comment is inapplicable.  After revi ewing this information, we may or may not
raise additional comments.    Form 10-K for the year ended April 2, 2006

 Litigation Settlement, page 12

1.   In future filings please provide a more comprehensive discussion concerning
settlements through the receipt of shares from the former principals of an acquisition target, so that readers ca n understand your accounting treatment and
classification in a more transparent manner.  It may also be material to know that
the selling of those shares on the open ma rket may have had a significant adverse
impact on your trading price due to the low average daily trading volume of your
stock.
 Notification of Late Filing, February 8, 2007

2.   We have read your response to comme nt 6 in our letter da ted March 8, 2007.  You
indicate that your chief executive officer and chief financial o fficer are currently
evaluating the operating effectiveness of your  disclosure controls and procedures
for the fiscal third quarter ended December 31, 2006.

Mr. Marvin E. Dee
Hawkins, Inc. April 16, 2007 Page 2
We note that you anticipate such fili ng to be in May of 2007, and you have
experienced numerous difficulties. We urge you to carefully consider the
definition of effectiveness of disclosu re controls and procedures in your
assessment and the whether this represents  a material weakness.  We may have
further comments when the December 31, 2006 Form 10-Q is filed.

*    *    *    *

As appropriate, please respond to these co mments 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 supplemental information.
Detailed response letters  greatly facilitate our  review.  Please file your response letter on
EDGAR.  Please understand that we may have additional comments after reviewing your
responses to our comments.
You may contact Jenn Do at  (202) 551-3743, or me at  (202) 551-3689 if you have
questions regarding these comments.

         S i n c e r e l y ,

          John M. Hartz         S e n i o r  A s s i s t a n t  C h i e f          Accountant

CORRESP
1
filename1.htm

Hawkins, Inc. Correspondence to SEC dated April 5, 2007

April 5, 2007

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

            Attention:

            Mr. John Hartz

            Senior Assistant Chief Accountant

            Re:

            Hawkins, Inc.
Form 10-K for the fiscal year ended April 2, 2006 filed June 16, 2006
File No. 0-7647

Dear Mr. Hartz:

This letter responds to the comments set forth in your letter dated March 8, 2007. For your convenience, we have repeated and numbered the comments in your letter.

It is our understanding that we will need to consider these comments, and incorporate appropriate disclosure, in our future reports on Forms 10-K, 10-Q and 8-K.

Pursuant to the staff’s request, Hawkins, Inc. (the “Company”) hereby represents that (i) it is responsible for the adequacy and accuracy of the disclosure in the filings, (ii) staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Securities and Exchange Commission (“Commission”) from taking any action with respect to the filings, and (iii) 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.

To assist the staff in reviewing this letter, we will separately deliver to Mr. Hartz and Ms. Do, by overnight mail, a copy of this letter.

Securities and Exchange Commission

April 5, 2007

Page 2

FORM 10-K FOR THE YEAR ENDED APRIL 2, 2006

Management’s Discussion and Analysis, page 10

Sales, page 11

1.    Comment:   In future filings please provide a discussion of the extent to which increases in sales are attributable to increases in prices or to increases in the volume or amount of goods being sold or to the introduction of new products. Tell us what consideration you have given to providing quantified volume and pricing information. Such information would provide a more transparent understanding of the trends in your operations. Refer to Item 303 (a)(3)(iii) of Regulation S-K.

Response:   The Company has considered providing quantified volume and pricing information, however, due to system limitations and the nature of the Company’s business the available information has been limited. In conjunction with the Company’s implementation of its Enterprise Resource Planning (ERP) system during the third fiscal quarter ended December 31, 2006, the Company believes it will be able to produce data that can be used to provide management and shareholders with better insight into the Company’s operations of the type described above. However, quantified information regarding volume and pricing may be difficult to obtain due to the number of products sold by the Company (over 10,000 products) and due to the fact that products are sold in various units of measure (from a gram to a truckload). The Company will attempt to provide additional information of the
type described in the comment in future filings.

Gross Margin, page 11

2.    Comment:   We note your discussion of gross margin activity for fiscal years 2006 and 2005 by segment. For example, you state that the decrease in gross margin during fiscal 2006 for the Industrial segment relates to “changes in the cost and selling price of caustic soda during fiscal 2005 and 2006, increased product costs, a highly competitive market environment, and changes in product mix along several product lines” and that the decrease during fiscal 2006 for the Pharmaceutical segment related primarily to “an increase in operating costs for staffing increases to facilitate future growth, changes in product mix and competitive pressures”. In future filings, please quantify the effects of the various sources you have identified that have contributed to such decreases. See our observations above concerning providing
volume and price information. Pursuant to Item 303(a)(3)(ii) of Regulation S-K, you should describe any known trends or
uncertainties that have had or that you reasonably expect will have a material unfavorable impact on revenues or income from
continuing operations. If you know of events that will cause a material change in the relationship between costs and revenues, you
should disclose the change in the relationship.

Response:   As noted in the response to Comment 1 above, the Company’s recently implemented ERP system, once it is fully functional, is expected to improve information

Securities and Exchange Commission

April 5, 2007

Page 3

available to management and shareholders. This information will be used to better comply with the requirements of Item 303(a)(3)(ii) of Regulation S-K.

Selling, General and Administrative, page 12

3.    Comment:   You attribute the increase in selling, general and administrative expenses to, among other things, an increase in bad debt expense of $564,445 due primarily to the bankruptcy of a large customer. We note that this event is not discussed elsewhere in the filing, nor was it disclosed in any of the Forms 10-Q or Forms 8-K of fiscal 2006. Please tell us and address in future filings the following:

            •

            When this customer declared bankruptcy.

            •

            Whether this customer is one of your five largest as discussed on page 3.

            •

            Whether the loss of this customer has materially affected your results of operations for fiscal 2006.

            •

            The impact that the bankruptcy of this customer will have on your future results of operations, financial condition, and liquidity.

            •

            How you plan on compensating for the loss of this customer’s business.

Also, please be advised that a material event such as a significant customer’s bankruptcy may qualify for timely reporting under the provisions of Form 8-K.

Response:   This customer, the Company’s 18th largest customer for fiscal 2006 and 16th largest customer for fiscal 2005, declared bankruptcy on March 21, 2006. The loss of this customer did not materially affect the Company’s results of operations for fiscal 2006. In addition, the bankruptcy of this customer has not had a significant impact on fiscal 2007 results of operations, as the customer was a high volume, but low margin account. Annual sales for this customer were approximately $1.3 million in fiscal 2006 and $900,000 for fiscal 2005 (representing 0.9% and 0.8% of total revenues for 2006 and 2005, respectively)  and material margin for both fiscal years for this customer was less than $75,000 each year. New customers and additional sales to existing customers have already more than offset the loss of this customer’s business.

The Company intends to add the following disclosure to the fiscal 2007 10-K:  this customer’s bankruptcy did not have a material impact on the Company’s results of operations, financial condition, and liquidity during fiscal 2007.

The Company considered the requirements of Form 8-K in connection with this customer’s bankruptcy and concluded that disclosure of this event was not mandated or prudent under the applicable rules.

Litigation Settlement, page 12

4.    Comment:   Please provide us with a more comprehensive description of the events leading up to the Universal Chemical Settlement. Tell us when you acquired Universal

Securities and Exchange Commission

April 5, 2007

Page 4

Chemical, describe the terms of the acquisition and explain the nature of the underlying dispute. Tell us whether the shares returned were subject to any contingencies at the time of acquisition. Provide support for your accounting for the receipt of shares as a gain rather than a capital transaction, or adjustment to the acquisition. Provide support for classification as an operating item.

Response:   The Company completed the acquisition of Universal Chemicals on May 26, 2000. As consideration for this acquisition the Company paid cash of $2,700,000 and issued 75,358 shares of unregistered common stock valued at $600,000 to Universal Chemicals’ shareholders. The stock issued was not subject to any contingencies at the time of the acquisition.

In the fourth quarter of fiscal 2004, the Company paid $3.0 million to resolve a personal injury lawsuit encaptioned Chavarria et al v. Hawkins, Inc., Panorama Compounding Pharmacy, and Valley Drug and Compounding, et al that arose from the alleged mislabeling of certain inventory the Company purchased in connection with its acquisition of Universal Chemicals. The lawsuit alleged that the inventory was purchased in conjunction with the acquisition, however, subsequent information confirmed that the inventory was purchased from Universal Chemicals prior to the acquisition. Pursuant to the terms of the settlement, the Company denied all liability and reserved its right to pursue indemnification and contribution from third parties. In July 2004, the Company filed suit in Hennepin County, Minnesota against the former principals of Universal Chemicals, seeking indemnification for the costs the Company incurred in
defending and resolving the prior litigation.

On June 23, 2005, the Company and the former Universal Chemicals principals (the “defendants”) executed a settlement agreement in full and final resolution of the Company’s claims, as well as any claims the defendants may have or may have had against the Company. The settlement agreement required the defendants to surrender to the Company 75,358 shares of the Company’s common stock and required the parties to execute mutual releases and a stipulation of dismissal. The 75,358 shares represent a partial reimbursement for the $3.0 million settlement paid by the Company in fiscal 2004. The value of the shares was approximately $1,057,000 and was recorded during the quarter ended September 30, 2005 as the Company received the 75,358 shares and the executed final releases and stipulations.

As noted above, the June 23, 2005 settlement agreement related to the final settlement regarding inventory that was purchased from Universal Chemicals prior to the acquisition and was not related to assets purchased in the acquisition and accordingly was determined not to be an adjustment to the purchase price for Universal Chemicals. The Company ultimately accepted the 75,358 shares of common stock as the form of payment as it was determined to be more favorable to the Company and its shareholders than an alternative cash payment. The acceptance of the shares as payment of the settlement avoided the Universal Chemicals principals selling the shares on the open market, which may have had a significant adverse impact on the trading price of the Company’s stock due to the low average daily trading volume of the Company’s stock.

Securities and Exchange Commission

April 5, 2007

Page 5

Both the original $3.0 million settlement paid by the Company and the settlement received from the Universal Chemicals shareholders were recorded within the litigation settlement line, which is a component of income from operations. This settlement is an income statement item rather than adjustment of purchase price because as described above, the settlement was not clearly and directly linked to the purchase price nor does it indicate that the initial allocation of fair value was incorrect. This treatment is consistent with a speech from Randolph P. Green on December 11, 2003 at the 2003 AICPA National Conference on Current SEC Developments that states, in part, “In order to reflect some or all of the settlement of such a claim as an adjustment of the purchase price of the acquired business, the acquirer should be able to persuasively demonstrate that all or a specifically identified portion of the mixed
claim is clearly and directly linked to the purchase price. I would not expect that the settlement of litigation that does not indicate that the initial allocation of fair value was incorrect to be accounted for as an adjustment of the purchase price.”  The Company believes presenting these items as a component of operating income is appropriate as this charge is part of the Company’s ongoing operations and the litigation settlement does not qualify as a non-operating income or expense item as defined in Article 5-03(7) or 5-03(8) of Regulation S-X.

General

5.    Comment:   We note a Warning Letter Bulletin dated October 1, 2006. Please tell us the impact, if any, on your results of operations, financial condition, and liquidity arising from the FDA’s investigation that disclosed that you were in violation of current Good Manufacturing Practices for the repacking and re-labeling of bulk drugs.

Response:   Due to the Warning Letter Bulletin and continued correspondence with the FDA regarding their investigation, the Company was unable to sell certain products during a portion of the Company’s fiscal third quarter ended December 31, 2006. Sales of these products were approximately $1.1 million during the quarter ended December 31, 2006 compared to approximately $1.7 million for the comparable period a year ago. Some of these products have since been released to sell, however the Company has approximately $100,000 of Pharmaceutical products in inventory that it is not permitted to sell at this time as a result of this matter. The Form 10-Q for the quarter ended December 31, 2006 will include the foregoing information. The Company is currently working to resolve this matter in a manner that will allow the Company to continue sales of Pharmaceutical products in a
manner consistent with its past practice. As a result, at this time, the Company is not able to accurately estimate the future impact of this matter on its results of operations, financial condition, and liquidity.

Notification of Late Filing, February 8, 2007

6.    Comment:   We note that you have filed a Notification of Late Filing for your Form 10-Q for the period ended December 31, 2006 because the Company has encountered delays in the process of implementing its new enterprise resource planning (ERP) system, which has necessitated additional time to complete its quarterly financial closing process

Securities and Exchange Commission

April 5, 2007

Page 6

and to prepare the related information required to be included in the 10-Q report. Please advise us on the status of your report.

In addition, we note that you determined that your disclosure controls and procedures as of September 30, 2006 were effective, despite the implementation of the ERP system and the lack of testing of that system, and the assessment of internal control over financial reporting. We assume that this delay will represent a material weakness in your disclosure controls and procedures. Please advise.

Response:   The Company is devoting significant resources to complete the Form 10-Q Report as expeditiously as possible. The Company currently anticipates filing its Form 10-Q for the quarter ended December 31, 2006 in May of 2007.

The Company’s Form 10-Q for the quarter ended September 30, 2006 was filed utilizing its legacy system and there were no changes in the Company’s internal control over financial reporting that materially affected, or were reasonably likely to materially effect, the Company’s internal control over financial reporting. As noted in the Form 10-Q for the quarter ended September 30, 2006, the Company implemented a new Enterprise Resource Planning (ERP) system in October 2006. We disclosed that operation of the ERP system may result in unexpected cost or difficulties, including failure or inefficient operation of the new system. We also noted ERP systems are highly complex and as a result of the implementation there would be significant changes in our internal controls, processes and procedures, and as a result, the operation of the ERP system could cause a material adverse effect on our internal
control environment, our business, fin

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

       DIVISION OF
CORPORATION FINANCE

                 March 8, 2007

By U.S. mail and facsimile to (612) 331-5304

Mr. Marvin E. Dee Chief Financial Officer Hawkins, Inc. 3100 East Hennepin Avenue Minneapolis, MN 55413
 RE: Hawkins, Inc.
  Form 10-K for the fiscal  year ended April 2, 2006
  Filed June 16, 2006
   File No. 0-7647

Dear Mr. Dee:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your disc losures in future filings in response to
these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
supplemental information so we may better understand your disclosure.  After reviewing
this information, we may or may not raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-K for the year ended April 2, 2006

 Management’s Discussion and Analysis, page 10

 Sales, page 11

1.   In future filings please provide a disc ussion of the extent to which increases in
sales are attributable to incr eases in prices or to incr eases in the volume or amount
of goods being sold or to the introduc tion of new products.  Tell us what
consideration you have given to prov iding quantified volume and pricing

Mr. Marvin E. Dee
Hawkins, Inc. March 8, 2007 Page 2
information.  Such information would pr ovide a more transparent understanding
of the trends in your operations.  Refer to  Item 303(a)(3)(iii) of Regulation S-K.

Gross Margin, page 11

2.   We note your discussion of gross ma rgin activity for fiscal years 2006 and 2005
by segment.  For example, you state that the decrease in gross margin during fiscal 2006 for the Industrial segment rela tes to “changes in the cost and selling
price of caustic soda during fiscal 2005 and 2006, increased product costs, a
highly competitive market environment, and changes in product mix along several
product lines” and that the decrease dur ing fiscal 2006 for the Pharmaceutical
segment related primarily to “an increase in operating costs for staffing increases to facilitate future growth, changes in product mix and competitive pressures”.  In
future filings, please quantify the effects of the various sources you have identified that have contributed to such  decreases.  See our observations above
concerning providing volume and price information.  Pursuant to Item
303(a)(3)(ii) of Regulation S-K, you s hould describe any known trends or
uncertainties that have had or that you  reasonably expect will have a material
unfavorable impact on revenues or income  from continuing operations.  If you
know of events that will cause a material change in the relationship between costs
and revenues, you should disclose the change in the relationship.

Selling, General and Administrative, page 12

3.   You attribute the incr ease in selling, general and administrative expenses to,
among other things, an increase in  bad debt expense of $564,445 due primarily to
the bankruptcy of a large customer.  We note that this even t is not discussed
elsewhere in the filing, nor was it disclose d in any of the Forms 10-Q or Forms 8-
K of fiscal 2006.  Please tell us and a ddress in future filings the following:
• When this customer declared bankruptcy.
• Whether this customer is one of your five largest as discussed on page 3.
• Whether the loss of this customer has materially affected your results of
operations for fiscal 2006.
• The impact that the bankruptcy of this customer will have on your future
results of operations, financ ial condition, and liquidity.
• How you plan on compensating for the loss of this customer’s business.
Also, please be advised that a material event such as a significant customer’s
bankruptcy may qualify for timely reporting under the provisions of Form 8-K.

Mr. Marvin E. Dee
Hawkins, Inc. March 8, 2007 Page 3  Litigation Settlement, page 12

4.   Please provide us with a more comprehe nsive description of the events leading up
to the Universal Chemical settlement.  Tell us when you acquired Universal Chemical, describe the terms of the ac quisition and explain the nature of the
underlying dispute.  Tell us whether the shares returned were subject to any
contingencies at the time of acquisition.  Provide support for your accounting for the receipt of shares as a gain rather than  a capital transaction, or adjustment to
the acquisition.  Provide support for cl assification as an operating item.
 General

5.   We note a Warning Letter Bulletin dated October 1, 2006.  Please tell us the
impact, if any, on your results of operati ons, financial condition, and liquidity
arising from the FDA’s investigation that disclosed that you were in violation of
current Good Manufacturing Practices for the repacking and re-labeling of bulk
drugs.

Notification of Late Filing, February 8, 2007

6.   We note that you have filed a Notificati on of Late Filing for your Form 10-Q for
the period ended December 31, 2006 becau se the Company has encountered
delays in the process of implementing its  new enterprise resource planning (ERP)
system, which has necessitated additional time to complete its quarterly financial closing process and to prepare the related information required to be included in
the 10-Q Report.  Please advise us  on the status of your report.

In addition, we note that you determined  that your disclosure controls and
procedures as of September 30, 2006 were  effective, despite the implementation
of the ERP system and the lack of testi ng of that system, and the assessment of
internal control over financia l reporting.  We assume that this delay will represent
a material weakness in your disclosure c ontrols and procedures .  Please advise.

Mr. Marvin E. Dee
Hawkins, Inc. March 8, 2007 Page 4
*    *    *    *

Please respond to these comments by providing the supplemental information
requested within ten business days or tell us when you will provide us with a response.  Please provide us with a supplemental respons e that addresses each of our comments.
Please file your supplemental response on EDGAR as a correspondence file.  We may
raise additional comments after we review your responses.
 To expedite our review, you may wish to provide complete packages to each of
the persons named below.  Each package s hould include a copy of your response letter
and any supplemental information.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the st aff to be certain that they provided all
information investors require.  Since the co mpany 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:
• the company is responsible for the adequacy and accuracy of the disclosure in
their filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Jenn Do, St aff Accountant, at (202) 551-3743, or me at (202)
551-3689 if you have questions regarding comm ents on the financial statements and
related matters.            S i n c e r e l y ,            John M. Hartz         S e n i o r  A s s i s t a n t  C h i e f           Accountant