Diamond Ranch
                                     Foods
                    555 West Street, New York, New York 10014
                (212) 807-7600 telephone (212) 807-7252 facsimile



February 14, 2006


U.S.  Securities and Exchange  Commission  Division of Corporation Finance 100 F
Street, N.E.
Washington, D.C.  20549-4561

ATTN:  Kathryn McHale

RE:      DIAMOND RANCH FOODS, LTD.
         AMENDMENT NUMBER FOUR TO REGISTRATION STATEMENT ON FORM 10-SB
         FILED FEBRUARY 6, 2006
         FILE NO. 000-51206

Dear Sir or Madam:

         This  correspondence  is  submitted  in response  to your letter  dated
February 9, 2006  regarding  the  February  6, 2006  filing of Form  10-SB/A for
Diamond  Ranch  Foods,  Ltd.  ("DFDR").  Please note that our  document has been
revised for re-filing  pursuant to your comments and that additional  disclosure
is provided below:

Recent Sales of Unregistered Securities, page 21

1.       We note your  reference to a private sale of  securities  under Section
         504 of Regulation D; please disclose,  supplementally, the names of the
         ten  individuals  who  participated  in this offering and the number of
         shares  each  received.  Feel  free  to  fax  this  information  to the
         attention of Kate McHale at fax: (202) 772-9208.

RESPONSE:      THE NAMES OF THE TEN  INDIVIDUALS  AND THE NUMBER OF SHARES  EACH
               RECEIVED AS  PARTICIPANTS IN THE OFFERING WILL BE SENT TO YOU VIA
               FAX ON 02/15/06 PER YOUR REQUEST.

Note 6 - Notes Payable, page F-14

2.       We note your response and new disclosure  related to comment 3 from our
         letter dated November 10, 2005. In future  filings,  please expand your
         disclosure  to describe how you are able to receive a 0% interest  rate
         on your exchange note.




RESPONSE:      WE HAVE NOTED THIS COMMENT AND WILL EXPAND  DISCLOSURE  IN FUTURE
               FILINGS TO DESCRIBE HOW WE ARE ABLE TO RECEIVE A 0% INTEREST RATE
               ON THE EXCHANGE NOTE.

Note 11 - Sales of Subsidiary, page F-18

3.       We note your response and revised  disclosure related to comment 6 from
         our letter dated November 10, 2005. In future filings,  please disclose
         whether  the sale of your  subsidiary  was to a related  party.  If so,
         please revise Note 7 accordingly.

RESPONSE:      WE HAVE NOTED THIS COMMENT AND WILL EXPAND OUR FUTURE  FILINGS TO
               DISCLOSE THAT THE SUBSIDIARY WAS SOLD TO AN UNRELATED PARTY.


         Thank you for all courtesies and cooperation extended in this matter.


Very truly yours,

DIAMOND RANCH FOODS, LTD.



By:____/s/ Joseph Maggio________________
         Joseph Maggio
         Chairman and CEO
















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