UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0308

         DIVISION OF
CORPORATION FINANCE



Mail Stop 03-08

June 20, 2005

W. David Walters
Senior Vice President and Chief Financial Officer
Glacier Water Services, Inc.
1385 Park Center Drive
Vista, CA  92081

	Re: 	Glacier Water Services, Inc.
		Form 10-K for the Fiscal Year Ended January 2, 2005
		Form 10-Q for the Fiscal Quarter Ended April 3, 2005
		File No.  1-11012

Dear Mr. Walters:

      We have reviewed the above referenced filings and have the
following comments.  We have limited our review to only your
financial statements and related disclosures and do not intend to
expand our review to other portions of your documents.  Where
indicated, we think you should revise your documents in response
to
these comments in future filings.  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 information so we may better understand your disclosure.
After
reviewing this information, we may 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.



Form 10-K for the Fiscal Year Ended January 2, 2005

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 8

1. Tell us if you notified the American Stock Exchange about your
stockholders` equity being below the listing guidelines as of
January
2, 2005.  Further, tell us what consideration you gave to the
disclosure requirements under Item 3.01(b) of the 8-K Official
Text
regarding if and when a registrant notifies a national securities
exchange or association that it is aware of any material
noncompliance with a continued listing standard or rule.  A
registrant is required to make the following disclosures if such
notice of noncompliance is provided:
* Date the company provided such notice;
* Rule or standard for continued listing on the exchange or
association that the company has failed to satisfy; and
* Any action or response that the company has determined to take
in
response to the notice.
      If you did not notify the American Stock Exchange, please
explain.

Item 15.  Exhibits, Financial Statement Schedules, and Reports on
Form 8-K, page 18

Note 1.  The Company and a Summary of Significant Accounting
Policies, page 25

Repair Parts, page 26

2. Please tell us your basis in GAAP for stating inventory at cost
rather than lower of cost or market.  Further, please tell us how
you
considered the utility of the parts in conjunction with your
upgrade
to newer machines.

Note 8.  Stock Option Plans, page 37

3. The disclosed range of exercise prices is considered wide under
the guidelines of FAS 123 paragraph 48, that is, the highest
exercise
price exceeds 150% of the lowest exercise price.  In future
filings
please segregate the exercise prices into ranges that are more
meaningful for assessing the number and timing of additional
shares
that may be issued and the cash that may be received as a result
of
option exercises.

*	*	*	*

      Please send us your response to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter keying your responses to our
comments
and provide any requested supplemental information.  Please file
your
response letter on EDGAR.  Please understand that we may have
additional comments after reviewing your responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a 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;
* 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 or in
response to our comments on your filing.

      You may contact Dave Irving, Staff Accountant, at (202) 551-
3321 or, in his absence, Donna Di Silvio, at (202) 551-3202, if
you
have questions regarding comments on the financial statements and
related matters.  Please contact me at (202) 551-3841 with any
other
questions.

Sincerely,



Michael Moran
Branch Chief
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Mr. W. David Walters
Glacier Water Services, Inc.
June 16, 2005
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