Mail Stop 3561
      May 4, 2006

John L. Morgan
Chairman and Chief Executive Officer
Winmark Corporation
4200 Dahlberg Drive, Suite 100
Minneapolis, MN 55422-4837

      Re:	Winmark Corporation
Registration Statement on Form S-1
		Filed April 19, 2006
      	File No. 333-133393

Dear Mr. Morgan:

      We have limited our review of your filing to those issues we
have addressed in our 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 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.

General
1. We note that you intend to conduct a delayed offering of the
registered securities under Rule 415 of the Securities Act.
Please
tell us which paragraph of Rule 415(a)(1) you intend to rely upon
in
connection with your offering.  For example, it does not appear
that
Rule 415(a)(1)(x), which permits securities to be offered on a
delayed basis by or on behalf of the registrant, is available to
you
since that paragraph is only applicable to registration statements
on
Form S-3.  If you intend to conduct a continuous offering in
reliance
on Rule 415(a)(1)(ix), please revise to clarify, if true, that the
offering will be commenced promptly, will be made on a continuous
basis, and may continue for a period in excess of 30 days.  In the
latter case, please also revise the cover page of the prospectus
to
identify the maximum aggregate principal amount of each type of
note
that will be issued.

Undertakings
2. Please disclose the full undertakings in Item 512(a)(5) and (6)
of
Regulation S-K, as applicable.  See SEC Release 33-8591 (July 19,
2005) and Securities Offering Reform Transition Questions and
Answers
located on our website at www.sec.gov.

Signatures
3. Please have your principal financial officer and principal
accounting officer or controller sign in these capacities.  See
Instructions to signatures to Form S-1.

******

      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 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 urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing include all information required under the Securities Act
of
1933 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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      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.

      Please contact Kurt Murao, Attorney Advisor, at (202) 551-
3338,
Peggy Kim, Senior Staff Attorney, at (202) 551-3411 or me at (202)
551-3720 with any other questions.

      					Sincerely,



						H. Christopher Owings
      					Assistant Director


cc: 	Jonathan B. Levy, Esq.
      Fax: (612) 371-3207

John L. Morgan
Winmark Corporation
May 4, 2006
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