8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  September 10, 2008

DIAMOND FOODS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-51439	20-2556965
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

1050 S. Diamond Street
Stockton, California	95205
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (209) 467-6000

N/A

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 7 – Regulation FD

Item 7.01. Regulation FD Disclosure

Diamond Foods, Inc. has prepared updated slides for use in connection with investor presentations. A copy of the slides is furnished as an exhibit hereto. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing of Diamond Foods, whether made before or after the date of this report, regardless of any general incorporation language in the filing.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(c) Exhibits.

Exhibit	Description
99.1	Diamond Foods, Inc. slide presentation.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DIAMOND FOODS, INC.
Date:  September 10, 2008	By:	/s/ Stephen Kim
		Name:	Stephen Kim
		Title:	Vice President, General Counsel

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EXHIBIT INDEX

Exhibit	Description
99.1	Diamond Foods, Inc. slide presentation

4

EX-99.1

Exhibit 99.1

Promoting Active and Healthy Lifestyles BB&T Conference Sep 10, 2008 090408

Important Information This material contains forward-looking statements, including forecasts of growth, long-term financial goals, expanding margins, industry growth and our strategic plans, that involve known and unknown risks and uncertainties that may cause actual results, levels of activity, performance or achievements to differ materially from results expressed or implied by this material. Actual results may differ materially from those contained in the forward-looking statements. Such risk factors include, among others: safety and quality issues could harm our sales; fluctuations in raw material prices and availability could harm our profitability; competition could affect our results of operations; inability to integrate acquired entities could harm our profitability; loss of one or more major customers could reduce revenue and profits; risk of failure to expand distribution in existing channels or secure new distribution outlets to sell our products, and changes in the food industry and customer preferences could reduce demand for our products. Additional information concerning these and other risk factors is contained in the Risk Factors section of our Annual Report on Form 10-K, on file with the Securities and Exchange Commission, as well as factors identified in our other periodic reports filed with the Commission from time to time. The forward-looking statements in this material are based on our assumptions, expectations and projections about future events as the date of this presentation. We do not undertake any obligation to update this information to reflect events or circumstances subsequent to its presentation.

Expanding our snack portfolio Walnut Growers Cooperative 1912 2004 IPO Nasdaq: DMND 2005 2008 Pop Secret Acquisition 1990s Culinary Nut Launch

Snack Nuts Trail Mixes Produce Snacks Brands Consumers Value and Trust Culinary & Baking Nuts In-Shell Nuts Ingredient/ Food Service Retail

Net Sales Focus on Long-Term Growth FY Ended July 31 $ Millions 13% CAGR Guidance EPS $ / Share $0.85-0.90 FY Ended July 31

Favorable Consumer Trends Simple / Less-Processed Natural / From the Earth Nutrient / Vitamin-Rich Healthy Source of Protein and Fat High Energy Food Nuts Promoting Active and Healthy Lifestyles

Retail Market Opportunity Sources: Euromonitor, IRI, AC Neilsen and Company Estimates Snack Nuts Produce Snacks, Seeds, Trail Mix Culinary Nuts Growing Faster than Overall Snack Market Underdeveloped Younger Demographic High Traffic Area of Store On Trend Category Stable, Mature Market 45+ Demographic $2.9B Snack Nuts $30B Snack Total $0.9B $1.5B $2.9B $5.3B Snack Nuts vs. Snacks

Culinary Nut Leader Net Sales Market Share Source: AC Nielsen 08/08 $ Millions $ Share 16% CAGR 4x Larger Than #2 Brand

Growing Snack Nut Presence Source: AC Nielsen 08/08 Grow Share $ Share Expand Category 77% of Emerald's Sales are Incremental to Category Brand Shifting Category Expansion New Buyers

Brand Demographics Quality Choice for Culinary Consumers Natural Choice for Younger Snackers Diamond Emerald Salty Snacks Planters Source: NPD 2-Year Snacking Study 12/06 Consumption by Age Group Index of Snacking Occasions to Total Population

Diamond Brand Development Sponsorships Content

Emerald Brand Development National Advertising Online Sponsorships Partnerships Source of Natural Energy

Broad Retail Presence Broad Retail Presence Diamond Brand Retail Distribution Channels Mass Merch 14% Club 43% Grocery 43% Strong Historical Relationships Ability to Establish Premium Brand Source: TTM Q3 Fiscal 2008 Diamond Culinary and In-Shell Net Sales 25% CAGR 2001 - 2007

Retail 21% CAGR Focus on Retail Sales Growth Retail $308 $360 $463 $477 $523 $ Millions Fiscal Year Ended July 31

FY 2005 FY 2007 Mix Shift to Retail Helping Margins Total Sales: $463 Million Total Sales: $523 Million Ingredient/FS 51% Retail 49% Ingredient/FS 36% Retail 64% + 450 bps Gross Margin Opportunities for Additional Margin Expansion Input Cost Normalization Production and Distribution Efficiencies SG&A Leverage Continued Rationalization of Non-Strategic Business (10)% CAGR +21% CAGR

Long-Term Financial Targets 2007 2011 Targets Net Sales Growth 10% 6% - 8% CAGR Operating Income Margin (1) 3% ~ 10% Non-GAAP EPS Growth (1) 22% 40% - 50% CAGR Retail 14% - 18% CAGR Snack $200M - $250M Culinary ~ 5% CAGR In-Shell < 3% CAGR Gross Profit Margin 15% ~ 20% See 8-K filing dated September 20, 2007 for discussion of non-GAAP items Sales Growth Includes:

Rapid Snack Growth Since Launch FY Ended July 31 $ Millions Emerald Net Sales

Snack Growth Levers FY '07 FY '11 $80M $200 - 250M Snack Nut Sales Increase Velocity of Products in Distribution Fill Out Distribution in Existing Channels Introduce New Products Expand Distribution to New Channels Non-Linear Sales Growth Introduction Costs Often Contra Revenue Frequently Realized Before Sales Generation Ongoing Product Lifecycle Management Competitive Environment Investment / Timing Considerations

Building a Platform for long-term Growth External (Acquisition) Growth Internal "Organic" Growth 2011 snack sales target is $200+ million

Pop Secret Overview Introduced in 1985, #2 player in grocery with a 25% market share Increased penetration and buy rate since 2004 Products cater to consumer trends: Health & Wellness Convenience Taste Acquisition scheduled to close Fall 2008

Diversified Product Mix Pop Secret offers a variety of SKUs Regular "Better-For-You" Note: SKU counts and sales numbers do not include Foodservice and International. 20 SKUs (61% of total) Butter Extra Butter Movie Theatre Butter Homestyle Kettle Corn Cheddar Assorted 13 SKUs (39% of total) Light Butter 94% Fat Free Butter Homestyle Kettle Corn

Microwave Popcorn Is a High Penetration Category Within Salty Snacks FY 2007 Percent Household Penetration in the U.S. FY 2007 Percent Household Penetration in the U.S. Source: ACNielsen, Consumer Facts 2007. (% Penetration)

Well Positioned for Consumers' Focus on Health & Wellness Pop Secret is out-performing in the "Better-For-You" category Inherent nutritional value is underleveraged Excellent source of fiber, whole grain and iron Naturally cholesterol-free and sugar-free Substantial room for growth

History of Successful Innovation Innovations focus on adapting to consumer demands Low Fat/Low Calorie Options Whole Grain High Fiber Health Convenience Taste Key Consumer Trend Fit with Trend Snack Size Servings Fresh, Easy-Prep Snack Indulgence Variety

Significant Distribution with Familiar Customers

Innovation Brands Platform for Long-Term Growth

Appendix

Global Nut Supply Cashews Cashews Walnuts Hazelnuts Cashews Pine Nuts & Hazelnuts Macadamias Pecans & Macadamias Pine Nuts Pine Nuts ^ ^ ^ ^ ^ 0 0 0 Cashews Brazils & Cashews Brazils Macadamias Almonds Pecans Peanuts Macadamias + + Hazelnuts Walnuts 0 + Walnuts Cashews Brazils Hazelnuts Pecans Almonds Macadamias Pine Nuts Peanuts 0 Walnuts Almonds

Margin & Profit Improvement Strong Balance Sheet and Cash Flow Attractive Valuation Financial Summary $ Millions, Except per share and % 2006 2007 2008 Guidance Total Net Sales Snack Retail $477 $41 $275 $523 $80 $333 $522 - $540 7% - 19% Growth 8% - 13% Growth Gross Margin 13.7% 15.0% +150 bp Operating Margin 1.5% 2.4% 4.5% - 5.0% EPS $0.47 $0.53 $0.85 - $0.90 Adjusted EBITDA (1) $23 $29 $36 - $38 Balance Sheet Cash and Cash Equivalents Long-Term Debt Debt / Equity $36 $20 18% $34 $20 16% -- - -- - -- Other Dividend per Share PEG $0.09 - -- $0.12 - -- $0.18 0.5 Fiscal Year Ended July 31 See 8-K filing dated June 3, 2008 for discussion of non-GAAP items

F'07 Operating Margin Includes 30bp of non- recurring charges; EPS impact is $0.02 Financial Summary - Year-to-Date $ Millions, Except per share and % Fiscal 2007 Fiscal 2008 Change Total Net Sales Snack Retail $410 $53 $269 $418 $61 $291 2% 15% 8% Gross Margin 15.1% 16.6% +150 bp Operating Margin 3.1% 4.9% +180 bp EPS $0.49 $0.75 +53% Adjusted EBITDA (1) $23 $30 29% Balance Sheet Cash and Cash Equivalents Long-Term Debt Debt / Equity $2 $20 21% $26 $20 14% $24 - -- (700) bp Other Dividend per Share $0.09 $0.135 +50% 9-months Ended Apr 30 See 8-K filing dated June 3, 2008 for discussion of non-GAAP items

Reconciliation of Net Income to Adjusted EBITDA $ Millions, Except per Share and % 2007 Actual Low end High end 2007 Actual 2008 Actual Net Income Income Taxes $8,433 2,793 $13,680 8,385 $14,500 8,887 $7,659 3,915 $12,122 7,537 Income before Income Taxes Other Interest Expense, Net 11,226 98 1,291 22,065 - -- 1,000 23,387 100 900 11,574 72 1,069 19,659 - -- 780 Income from Operations 12,615 23,065 24,387 12,715 20,439 Equity Compensation Depreciation & Amortization Restructuring and other costs, net Loss on Termination of defined benefit plan 5,859 7,561 (15) 3,054 6,800 6,000 - -- - -- 6,800 6,500 - -- - -- 3,840 5,429 (322) 1,640 4,873 4,760 - -- - -- Adjusted EBITDA (1) $29,074 $35,865 $37,687 $23,302 $30,072 Q3 YTD See 8-K filing dated June 3, 2008 for discussion of non-GAAP items 2008 Guidance

Promoting Active and Healthy Lifestyles