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                            May 20, 2024

       Bryan Hughes
       Chief Financial Officer
       Winnebago Industries, Inc.
       13200 Pioneer Trail
       Eden Prairie, MN 55347

                                                        Re: Winnebago
Industries, Inc.
                                                            Form 10-K for
Fiscal Year Ended August 26, 2023
                                                            Forms 8-K filed
October 18, 2023, December 20, 2023, and March 21, 2024
                                                            Response dated
April 25, 2024
                                                            File No. 001-06403

       Dear Bryan Hughes:

              We have reviewed your April 25, 2024 response to our comment
letter and have the
       following comment.

              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. Unless
       we note otherwise, any references to prior comments are to comments in
our March 19, 2024
       letter.

       Forms 8-K filed on October 18, 2023, December 20, 2023, and March 21,
2024

       Exhibit 99.1
       Non-GAAP Reconciliation, page 12

   1.                                                   We note your response
to our prior comment and reissue it, in part, as your letter dated
                                                        April 25, 2024, was not
fully responsive to our comment. In regard to the non-GAAP
                                                        adjustment related to
the impact of the call spread overlay that you present to determine
                                                        your non-GAAP financial
measure, Adjusted diluted income per share, please specifically
                                                        address the following:

                                                              You previously
stated you do not believe your presentation of Adjusted diluted
                                                            income per share
has the effect of changing the recognition and measurement
                                                            principles required
to be applied in accordance with GAAP. Explain in greater detail
 Bryan Hughes
Winnebago Industries, Inc.
May 20, 2024
Page 2
              why you believe the non-GAAP adjustment for the impact of the
call spread overlay
              does not result in an individually tailored non-GAAP financial
measure that is
              inconsistent with the guidance in Question 100.04 of the
Compliance and Disclosure
              Interpretations for Non-GAAP Financial Measures. In this regard,
we note your non-
              GAAP financial measure results in you presenting diluted income
per share without
              applying the if-converted method, which is required by GAAP.

                You previously stated you adjust Adjusted diluted income per
share for the impact of
              the call spread overlay to demonstrate to investors that if the
convertible notes had
              been converted into shares, the call spread overlay would be
triggered and the
              dilutive impact would be fully offset. Explain in greater detail
why you believe this
              non-GAAP adjustment is appropriate as the convertible notes
remained outstanding
              during the period and, as such, the impact of the call spread
overlay was not
              recognized in your historical financial statements.

                Tell us how you considered the antidilution provisions of ASC
260-10-45 as this non-
              GAAP adjustment appears to exclude the dilutive impact of the
if-converted shares.


       Please contact Dale Welcome at 202-551-3865 or Anne McConnell at
202-551-3709 if
you have questions regarding comments on the financial statements and related
matters.



FirstName LastNameBryan Hughes                                Sincerely,
Comapany NameWinnebago Industries, Inc.
                                                              Division of
Corporation Finance
May 20, 2024 Page 2                                           Office of
Manufacturing
FirstName LastName