Global Markets & Investment Banking
4 World Financial Center — 5thFloor
New York, New York 10080
212-449-6500
July 18, 2005
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Re: Diamond Foods, Inc.
Registration Statement No. 333-123576
Gentlemen:
We hereby join the company in requesting that the effective date for the registration statement referred to above be accelerated so that it will be declared effective at 3:30 p.m. on July 20, 2005, or as soon thereafter as possible, pursuant to Rule 430A.
The underwriters of the above issue were advised by invitation wire and in subsequent underwriting papers that they must comply with the provisions of SEC Release No. 33- 4968 of the 1933 Act and Rule 15c2-8 under the 1934 Act. Copies of the preliminary prospectus have been or will be made available in sufficient time for distribution to all prospective purchasers no less than 48 hours prior to the time it is expected confirmations will be mailed. The undersigned, as joint-lead managers, have and will, and each underwriter and each dealer has advised the undersigned that it has and will comply with Release No. 33-4968 of the 1933 Act and Rule 15c2-8 under the 1934 Act.
In connection with the foregoing and pursuant to Rule 460 please be advised that the undersigned have effected approximately the following distribution of copies of the Preliminary Prospectus dated July 5, 2005.
| N.Y.S.E. | 1 | |||
| Financial Services and Publications | 15 | |||
| N.A.S.D. | 5 | |||
| Underwriters | 1,825 | |||
| Dealers | 45 | |||
| Individuals & Corporations | 1,409 | |||
| MLPF&S Inc. Branch Offices | 5,276 | |||
| 8,576 Copies | ||||
| Very truly yours, MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED PIPER JAFFRAY & CO. HARRIS NESBITT CORP. As Representatives BY: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | ||||
| By: | /s/ Palma Mazzolla | |||
| Palma Mazzolla Authorized Signatory | ||||
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