8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 1, 2010

Nash-Finch Company
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	0-785	41-0431960
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
7600 France Avenue South, Edina, Minnesota		55435
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 952-832-0534

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 4.01 Changes in Registrant's Certifying Accountant.

Dismissal of previous independent registered public accounting firm:

On June 1, 2010, the Audit Committee of the Board of Directors of Nash-Finch Company ("the Company") dismissed Ernst & Young LLP ("Ernst & Young") as the Company’s independent registered public accounting firm.

Ernst & Young’s reports on the financial statements for the fiscal years ended January 2, 2010 and January 3, 2009 contained no adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principle. During the fiscal years ended January 2, 2010 and January 3, 2009 and through June 1, 2010, there were no disagreements with Ernst & Young on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Ernst & Young, would have caused it to make reference to the subject matter of the disagreements in its reports on the financial stateme nts for such years. The Company requested that Ernst & Young provide the Company with a letter addressed to the Securities and Exchange Commission stating whether or not Ernst & Young agrees with the above disclosures. A copy of Ernst & Young’s letter, dated June 3, 2010, is attached as Exhibit 16.1 to this Form 8-K.


Engagement of new independent registered public accounting firm:

On June 2, 2010, the Audit Committee engaged Grant Thornton LLP ("Grant Thornton") as the Company’s independent registered public accounting firm.

During the years ended January 2, 2010 and January 3, 2009, and through June 1, 2010, neither the Company nor anyone on the Company’s behalf has consulted with Grant Thornton regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the C ompany nor oral advice was provided that Grant Thornton concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Nash-Finch Company
June 4, 2010	By:	/s/ Robert B. Dimond
		Name: Robert B. Dimond
		Title: Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
16.1	Letter to the Securities and Exchange Commission, dated June 3, 2010, from Ernst & Young LLP

EX-16.1

Exhibit 16.1

June 3, 2010

Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Ladies and Gentlemen:

We have read Item 4.01 of Form 8-K dated June 4, 2010, of Nash-Finch Company and are in agreement with the statements contained in the section “Dismissal of previous independent registered public accounting firm” therein. We have no basis to agree or disagree with other statements of the registrant contained therein.

/s/ Ernst & Young LLP