Mail Stop 0308



January 31, 2005

Joseph W. Baty
Chief Financial Officer
Weider Nutritional International, Inc.
2002 South 5070 West
Salt Lake City, Utah    84104-4726

		RE: 	Weider Nutritional International, Inc.
			Form 10-K for the fiscal year ended May 31, 2004
			File No.  1-14608
			Form 10-Q for the six months ended November 30,
2004

Dear Mr. Baty,

We have reviewed your filing and have the following comments.
Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with 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 review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Comments

Form 10-K for the Year Ended May 31, 2004

General

1. Where a comment below requests additional disclosures or other
revisions to be made, please include the additional disclosures
and
revisions in your future annual and interim reports, as
applicable.


Item1.  Business

2. Please disclose all of the financial information about segments
and about geographic regions required by paragraphs (b) and (d) of
Item 101 of Regulation S-K or include a cross reference to the
segment data included in your financial statements.

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations
General

3. Please include a tabular presentation of net sales revenues by
product category for the periods presented and provide a narrative
discussion of the extent to which material changes are
attributable
to pricing, mix or volume of goods sold.  Please refer to SEC
Release
No. 33-8350 and Item 303(a)(3)(iii) of Regulation S-K.

4. In circumstances where you describe more than one business
reason
for a significant change between periods in key financial data or
indicators, please quantify, in dollars, to the extent possible
the
incremental impact of each individual business reason on the
overall
change.  For example, in your comparisons of operating results,
you
should quantify the impact of changes in foreign currency exchange
rates, the changes in sales and gross profit for each of the
factors
you identify and the changes in operating and other expenses for
each
of the factors you identify.

Liquidity and Capital Resources, page 24

5. Please disclose scheduled interest payments in your table of
contractual cash obligations.  When interest rates are variable
and
unknown, estimates of future variable rate interest payments may
be
included or excluded provided you include appropriate disclosure
in a
footnote to the table.  Also include a description of your
purchase
obligations in a footnote to the table.

Critical Accounting Policies and Estimates, page 25

6. Please disclose the amounts of estimates that materially
affected
your reported earnings and the amounts of the related valuation
allowances for each period presented.  For example, disclose your
provisions for doubtful accounts, notes receivable, sales returns
and
allowances and the estimates related to your inventory write-downs
and impairment losses, and the related valuation allowances where
applicable.  Please also provide an analysis of material changes
in
each of your critical accounting estimates on revenues, operating
expenses and gross profit for the periods presented.  In addition,
discuss to the extent material how accurate your estimates and
assumptions have been in the past and whether the estimates are
reasonably likely to change in the future.  Please refer to SEC
Release No. 33-8350.


Item 7A.  Quantitative and Qualitative Disclosures About Marker
Risks

7. Please also provide information about your market risk exposure
to
changes in foreign currency exchange rates in accordance with Item
305 of Regulation S-K.

Item 10.  Directors and Executive Officers of the Registrant

8. Please include a reference to the section of your Proxy
Statement
that includes the information required by Items 401(h) and Item
406
of Regulation S-K.

Item 11.  Executive Compensation

9. Please include a reference to the section of your Proxy
Statement
that includes the information required by Items 402(g) and 402(j)
of
Regulation S-K.

Consolidated Financial Statements
Consolidated Balance Sheets, page F-3

10. Please disclose accumulated balances for each classification
of
other accumulated comprehensive loss for each period presented on
the
face of your balance sheets, statements of stockholders` equity or
in
the notes to your financial statements.  Specifically, please
ensure
your disclosure includes all of the components of other
accumulated
comprehensive loss for the year ended December 31, 2003.  See
paragraph 26 of SFAS 130.

Consolidated Statements of Stockholders` Equity, page F-5

11. Please disclose the reclassification adjustments and the
amount
of income tax expense or benefit allocated to each component of
other
comprehensive income, including reclassification adjustments, for
each period presented either on the face of the statement or in
the
notes to your financial statements.  Refer to paragraphs 20 and 25
of
SFAS 130.

Note 1:  Summary of Significant Accounting Policies, page F-7
Inventories, page F-7

12. Please disclose the types of costs included in inventories.
See
Rule 5-02(6)(b) of Regulation S-X.

Revenue Recognition, page F-8

13. Please disclose your shipping terms and whether you recognize
revenue upon shipment or upon delivery to and acceptance by the
customer.  If you recognize sales upon shipment and your sales
arrangements contain inspection and acceptance provisions please
disclose why it is appropriate to recognize revenues prior to
delivery to and acceptance by the customer.  See SAB Topic 13:A.

14. We note that you disclose shipping and handling costs as a
percentage of sales.  Please disclose the amounts of shipping and
handling costs classified as selling and marketing expense and
general and administrative expense for each period presented.  See
paragraph 6 of EITF 00-10.

15. Please tell us the types of sales incentives and promotional
cost
payments you make to retailers, distributors and end customers,
how
you classify each type of consideration in your statements of
operations and why that classification complies with the guidance
in
EITF 01-9.  In doing so, if you classify consideration given to a
customer as a cost, tell us how you meet the requirements of
paragraph 9 of EITF 01-9.

Stock-Based Compensation, page F-8

16. Tell us why amortization of unearned compensation charged to
income should not be reflected in your pro forma disclosure.
Otherwise, please revise your tabular presentation to disclose
stock-
based employee compensation cost, net of related tax effects,
included in the determination of net income and the stock-based
employee compensation cost, net of related tax effects, that would
have been included in the determination of net income if the fair
value based method had been applied to all awards.  Refer to
paragraph 45.c. of SFAS 123.

Net Income (Loss) Per Share, page F-9

17. Please disclose for each period presented the total number of
additional shares that could potentially dilute basic EPS in the
future by type of potentially dilutive security that were not
included in the computation of diluted EPS because inclusion
thereof
would have been antidilutive.  See paragraph 40.c of SFAS 128.

Note 2:  Divestitures, page F-10

18. Please disclose the gain on the sale of Venice Beach and the
amounts of revenue and pretax profit or loss reported in
discontinued
operations.  Please also disclose a description of the facts and
circumstances leading to each of your divestitures.  See paragraph
47
of SFAS 144.

Note 6.  Goodwill and Intangible Assets, Net, page F-11

19. We note your transition impairment of goodwill upon adoption
of
SFAS 142, and that you assessed the fair value of your reporting
units by evaluating their current cash flows and net book values
in
comparison to your overall market capitalization.  Please explain
to
us in detail to us how you estimated the fair value of your
reporting
units.  In doing so, tell us the methodology and principle
assumptions you used, the basis for your principle assumptions and
how your methodology complies with paragraphs 23 - 25 of SFAS 142.
Please show us the results of your evaluation and the difference
between fair values determined through modeling versus aggregate
market capitalization, and explain to us how you allocated your
aggregate market capitalization among the reporting units.

Note 9:  Income Taxes, page F-14

20. Please disclose the amounts and expiration dates of operating
loss and tax credit carry forwards for tax purposes as required by
paragraph 48 of SFAS 109.

Note 11:  Commitments and Contingencies, page F-17

21. With respect to each litigation matter, please disclose an
estimate of the possible loss or range of loss or state that such
an
estimate cannot be made.  See paragraph 10 of SFAS 5.  Tell us
whether you incurred a loss relating to the ephedra lawsuit
settled
subsequent to year-end.  If so, tell us the amount of the loss,
whether the loss was accrued in your financial statements and when
the loss was accrued.

Note 13:  Operating Segments, page F-18

22. Please explain to us why it is not practicable to restate
segment
information for the reclassification of your Weider Germany
branded
business.

23. Please disclose depreciation and amortization expense for each
reportable segment as required by paragraph 27 of SFAS 131.
Please
revise your presentation of segment assets to disclose the amounts
of
assets allocated to each segment and the amounts of domestic
assets
not allocated to segments.  Similarly revise your disclosure
related
to capital expenditures.  Refer to paragraphs 25(b) and 32(c) of
SFAS
131.

24. Please disclose revenues from external customers for each of
your
five principal product categories for each year presented.  Refer
to
paragraph 37 of SFAS 131.  Please also disclose revenues from
external customers attributed to your domestic and international
operations and revenues attributed to each individual foreign
country
that is material.  Refer to paragraph 38.a. of SFAS 131.

25. Please disclose the total amount of net sales from each
customer
that accounted for 10% or more of your net sales for each period
presented and the identity of the segments reporting the revenues.
See paragraph 39 of SFAS 131.





Note 15.  Quarterly Results (Unaudited), page F-20

26. Please disclose income (loss) before cumulative effect of
change
in accounting principle and per share data based upon such income
(loss).  See Rule 302(a)(1) of Regulation S-K.

Valuation and Qualifying Accounts

27. Please disclose the amounts of sales returns charged to net
sales
and credited to cost of goods sold for each period presented and
describe deductions as required by Item 12-09 of Regulation S-X.

Form 10-Q for the Quarter Ended November 30, 2004

Item 1.  Financial Statements
General


28. Tell us why you have not classified the assets of your Active
Nutrition business unit as held for sale.  In doing so, please
discuss each of the criteria in paragraph 30 of SFAS 144.

Note 7:  Commitments and Contingencies, page 9

29. Please tell us the amounts of your accruals for the settlement
reached in November 2004, when the accruals were recorded and the
balance sheet and income statement line items that include the
accruals.  Tell us how you estimated the amount of each accrual.
Please also tell us the amount of the fund to be established by
you
in connection with the settlement.  Tell us if the cash claim
limit
of $50 million allowing you to opt out of the settlement applies
to
you or all defendants named in the suit.  It appears that the
settlement could have a material adverse effect on your liquidity.
If so, please revise your MD&A to discuss the uncertainty and
potential impact on your liquidity and show us what your revised
disclosure would look like.  If not, tell us why.

30. In Item 6, please list all of the exhibits required by Item
601
of Regulation S-K and indicate if these exhibits were filed in the
10-Q or incorporated by reference.


*	*	*	*

As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please file your response
letter on EDGAR.  Please understand that we may have additional
comments after reviewing your amendment and responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

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

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	If you have any questions regarding these comments, please
direct them to Dave Irving, Staff Accountant, at (202) 942-1920
or,
in his absence, to William Thompson, Staff Accountant, at (202)
942-
1935, or the undersigned at (202) 942-2823.  Any other questions
regarding disclosures issues may be directed to H. Christopher
Owings, Assistant Director, at (202) 942-1900.


Sincerely,




Michael Moran
Branch Chief

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Mr. Joseph W. Baty
Weider Nutritional International, Inc.
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