March 31, 2005


via facsimile and U.S. mail

Mr. Robert T. Trebing, Jr.
Chief Financial Officer
Gardenburger, Inc.
15615 Alton Parkway, Suite 350
Irvine, California 92618


	Re:	Gardenburger, Inc.
		Form 10-K, Filed February 18, 2005
		File No. 000-20330

Dear Mr. Trebing:

      We have reviewed the above filing and have the following
comments.  Our review has been limited to the areas commented on
below.  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 comments are inapplicable or 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

10-K for the year ended September 30, 2004

Management`s Discussion and Analysis, page 18

		Critical Accounting Policies, page 28

1. We note that you identify five areas of accounting where
critical
accounting policies are used to record activity.  However, your
disclosures appear to lack association with specific accounting
estimates that may be necessary to an understanding of your
liquidity, capital resources, and results of operations.  In
future
filings, please expand your disclosures to address the specific
instances where uncertainties exist in your estimates.  Your
disclosures should provide information about the quality and
variability of your earnings and cash flow so that investors may
ascertain the indicative value of your reported financial
information.  We generally find that disclosures including both a
sensitivity analysis and discussion of historical experience
making
the critical estimate are effective in conveying this information.
Refer to FRC Section 501.14 for further guidance on this subject.
Please submit a sample of your intended disclosures to be included
in
your future filings.

Report of Independent Registered Public Accounting Firm, page F-1

2. We note the reference to the dual dated audit report of your
predecessor auditor, KPMG LLP.  However, the report of your
predecessor auditor is dated November 7, 2003 and does not include
the second date referenced in the report of BDO Seidman LLP, dated
December 29, 2003.  Please clarify this discrepancy.

Note 1. Organization and Summary of Significant Accounting
Policies,
page F-7

		Slotting Fees, page F-9

3. Tell us what you mean by your disclosure that your new
accounting
methodology is to "expense the slotting fees at the time revenue
is
recognized."  A similar disclosure is made on page 32.  In this
regard, we note your auditor`s letter in Exhibit 18 that explains
that "the Company now recognizes slotting fees as a reduction of
net
sales in the period the related revenue is recognized."  If your
policy is to treat these fees in the manner described by your
auditor, please identify the classification in the disclosures of
your future filings.

Note 11.  Revolving Credit and Term Loan, page F-16

4. Explain to us how you have considered the guidance in EITF
Issue
86-30 in light of your non-compliance with certain of your
financial
debt covenants.

Controls and Procedures, page 31

5. Please revise your disclosure in future filings to identify the
"independent third party consultant" you have retained "to assist
in
the preparation of your compliance with Rule 404 of the Sarbanes-
Oxley Act of 2002."  In addition, indicate (i) when each
significant
deficiency or material weakness, as applicable, first began, (ii)
the
estimated cost of remediation, and (iii) the timeframe you
anticipate
will be necessary to implement the remediation steps.  To the
extent
the amount and timing of your remediation efforts are material,
please expand your MD&A to address these items.

Closing Comments

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please understand that we may have additional comments after
reviewing your response to our comments.

      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
for
an informed decision.  Since the company and its management are in
possession of all facts relating to the company`s disclosure, they
are responsible for the accuracy and adequacy of the disclosures
they
have made.  In connection with responding to our comment, 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
do not foreclose the 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.

      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 filings or
in
response to our comments on your filings.

      You may contact Jennifer Goeken at (202) 824-5287 or Shannon
Buskirk at (202) 942-1826 if you have questions regarding our
comment
on the financial statements and related matters.  Please contact
me
at (202) 942-1870 with any other questions.  Direct all
correspondence to the following ZIP code:  20549-0405.


							Sincerely,



							H. Roger Schwall
							Assistant Director


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Gardenburger, Inc.
March 31, 2005
page 1




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE