April 5, 2005


via facsimile and U.S. mail

Mr. Nigel J. Cooper
Vice President - Finance
Northland Cranberries, Inc.
2930 Industrial Street
P.O. Box 8020
Wisconsin Rapids, Wisconsin  54495-8020


	Re:	Northland Cranberries, Inc.
		Form 10-K, Filed November 29, 2004
		Form 10-Q, Filed January 14, 2005
		File No. 000-16130

Dear Mr. Cooper:

      We have reviewed the above filings and have the following
accounting comments.  Our review has been limited to your
financial
statements and the related disclosures in Management`s Discussion
and
Analysis.  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.


10-K for the fiscal year ended August 31, 2004

Management`s Discussion and Analysis, page 16

Results of Operations

1. As you know, under Instruction 3 to Paragraph 303(a) of
Regulation
S-K, you are required to address material events and uncertainties
that would cause your reported financial information not to be
necessarily indicative of future operating results.  We understand
from your disclosure on page 47 that you entered into an agreement
providing Ocean Spray with an option to purchase up to 14 of your
17
cranberry marshes in exchange for $47.5 million.  Please disclose
the
extent to which your historical operating results is attributable
to
production from marshes that were owned by you, compared to those
owned by third parties from whom you purchased cranberries, to
convey
the significance of your decision to make the marshes available
for
sale.  It should be clear from your discussion how your ability to
produce will be impacted by your decision to sell your cranberry
marshes.

2. We note your disclosures on page 11, identifying various sales
of
facilities that occurred in 2004 and 2003.  Please expand your
disclosures in MD&A to address the extent to which your
dispositions
have impacted the comparability of your results of operations and
cash flows, or which have otherwise effected the indicative value
of
your reported financial information.  The impact on your
production
capacity, sales volume, cost of sales, and cash flows from
operations
should be clear.

Financial Statements, page 26

Consolidated Statements of Operations, page 29

3. Tell us the amount of depreciation and amortization you have
reflected in your measures of cost of sales and gross profit for
each
period presented.

Note 2 - Debt and Equity Restructuring, page 36

4. Please expand your disclosure to explain how you determined the
value of the warrants issued to Foothill and Ableco in conjunction
with their financing for your debt restructuring in November 2001.
Include the value ascribed to the warrants and explain how this
transaction is reflected in your financial statements.

Closing Comments

      As appropriate, please amend your filing(s) and respond to
these comments within 10 business days or tell us when you will
provide us with a response.  You may wish to provide us with
marked
copies of amendment(s) to expedite our review.  Please furnish a
cover letter with your amendment(s) 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(s) and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing(s) reviewed by the staff
to
be certain that they have provided all information investors
require
for an informed decision.  Since the company and its management
are
in possession of all facts relating to the company`s disclosure,
they
are responsible for the accuracy and adequacy of the disclosures
they
have made.  In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging
that:

the company is responsible for the adequacy and accuracy of the
disclosure in the filing(s);

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

	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.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing(s) or
in
response to our comments on your filing(s).

      You may contact Lily Dang at (202) 824-5581 or Karl Hiller
at
(202) 942-1981 if you have questions regarding comments on the
financial statements and related matters.  Please contact me at
(202)
942-1870 with any other questions.  Direct all correspondence to
the
following ZIP code:  20549-0405.

							Sincerely,



							H. Roger Schwall
							Assistant Director


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Northland Cranberries, Inc.
April 5, 2005
page 1




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE