May 14, 2007

 

 

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

 

 

 

 

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

 

 

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.

 

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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

 

 

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