Mail Stop 3561

	April 27, 2006

Mr. Mark Winstein
Winmark, Inc.
166 E. 3d Street, Suite 212
Moscow, Idaho  83843

      Re:	Winmark Inc.
      Amendment No. 1 to Registration Statement on
      Form SB-2
      Filed on April 4, 2006
   File No. 333-131095

Dear Mr. Winstein:

      We have reviewed your filing and have the following
comments.
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 comment is inapplicable or a 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.

Prospectus Summary page 7

The Offering, page 7
1. Please include the total amount of the offering.




Risk Factors, page 9
2. Please place the last full paragraph at page 11 under a
subheading
regarding forward-looking statements.  Please delete the
statement,
"We do not undertake any obligation to publicly release any
revisions
to these forward-looking statements to reflect events or
circumstances after the date of this prospectus or to reflect the
occurrence of unanticipated events."  We refer you to the
undertakings required by Item 512 of Regulation S-K.

Use of Proceeds, page 12
3. Please fill in the blanks with the next filing.

Plan of Distribution, page 28
4. We note the statement on page 28 that "proceeds will be
refunded
promptly to subscribers in full, with interest ..."  Please
reconcile
this statement with the disclosure in the following sentence on
page
28 that "[a]ll proceeds and securities will be deposited in a non-
interest-bearing escrow account."
5. The second full paragraph states that the company intends to
offer
the securities "in those jurisdictions where sales by such persons
[as Mr. Winstein] are permitted by law ...."  At page 29, however,
the prospectus states that the company intends "to offer and sell
this offering to accredited investors pursuant to exemptions from
registration in the State of Idaho."  Please modify the disclosure
accordingly.

* * * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.




	You may contact Maureen Bauer at (202) 551-3237 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact Cathey Baker at (202) 551-3326 or Thomas
Kluck, who reviewed your filing, at (202) 551-3233 with any other
questions.

								Sincerely,



								John Reynolds
      Assistant Director


cc:	William D. O`Neal, Esq.
	Fax: (480) 816-9241











Mr. Mark Winstein
Winmark, Inc.
April 27, 2006
Page 1