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U.S. Securities and Exchange Commission

Securities Act of 1934
Section 12(g)

November 21, 2005

Response of the Office of Chief Counsel
Division of Corporation Finance


WinCo Foods, LLC and WinCo Holdings, Inc.
Incoming letter dated November 16, 2005

Based on the facts presented, the Division will not raise any objection if WinCo Foods, LLC ("WinCo") does not comply with the registration requirements of Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act"), with respect to options granted and to be granted pursuant to the 2004 WinCo Holdings, Inc. Option Plan (the "Plan") in the manner and subject to all terms and conditions set forth in your letter. This position will remain in effect until the date at which WinCo or WinCo Holdings, Inc. otherwise becomes subject to the Exchange Act registration or reporting requirements with respect to any other class of securities.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response only represents the Division's position on enforcement and does not purport to express any legal conclusion on the question presented.


Robert Plesnarski
Deputy Chief Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 05/02/2006