[Diedrich Coffee, Inc. letterhead]
November 29, 2006
VIA EDGAR AND U.S. MAIL
H. Christopher Owings
Assistant Director, Division of Corporation Finance
Securities and Exchange Commission
Mail Stop 3561
100 F St., N.E.
Washington, D.C. 20549
| Re: | Diedrich Coffee, Inc. |
Preliminary Proxy Statement on Schedule 14A filed October 10, 2006
File No. 0-21203
Dear Mr. Owings:
In connection with Diedrich Coffee, Inc.’s preliminary proxy statement on Schedule 14A filed on October 10, 2006, please find below the representations requested in your letter dated October 18, 2006.
The Company acknowledges that:
| (i) | the Company is responsible for the adequacy and accuracy of the disclosure in its filing; |
| (ii) | 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 |
| (iii) | 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. |
Should you have any questions, please contact me at (949) 260-6762 or John M. Williams or David C. Lee at Gibson, Dunn & Crutcher LLP at (949) 451-3800.
| Sincerely, |
/s/ Sean McCarthy |
| Sean McCarthy |
| Chief Financial Officer |
| cc: | Kurt Murao, Securities and Exchange Commission |
John M. Williams, Gibson, Dunn & Crutcher LLP
David C. Lee, Gibson, Dunn & Crutcher LLP
