April 27, 2009

Mr. John Reynolds
Assistant Director
Division of Corporate Finance
United States Securities and Exchange Commission
Washington, DC 20549-7010

RE:		National Beverage Corp. Form 10-K Filed July 17, 2008 File No. 001-14170 Schedule 14A Supplementary Comment Letter Dated March 27, 2009

Dear Mr. Reynolds:

Thank you for your February 9, 2009 comment letter and March 27, 2009 supplementary comment letter.

Set forth below are the responses of National Beverage Corp. (the “Company”) to the Staff’s supplementary comment letter with respect to Schedule 14A filed with the SEC on August 29, 2008. In responding to the Staff’s comments, we have, for convenience, set forth your inquiries in full, followed by our responses.

Executive Compensation and Other Information, page 6

1.

We note your response to prior comment one from our letter dated February 9, 2009 and reissue that comment. We note the disclosure on page 6 that Messrs. Nick Caporella and Bracken do not receive compensation directly from the company, but instead they receive compensation through a management company owned by Mr. Nick Caporella. Please amend the Form 10-K to present any compensation awarded to, earned by, or paid to, your named executive officers including any compensation that is paid to them indirectly through third parties, in the Executive Compensation section, including but not limited to the Summary Compensation table. See Item 402(a)(2) of Regulation S-K.

Response:

The Company respectfully advises the Staff that, in its next Summary Compensation Table, the Company intends to include a presentation for Mr. Nick Caporella and Mr. Bracken in substantially the following format:

SUMMARY COMPENSATION TABLE

														Option				All Other
Name and Principal Position		Year				Salary ($)				Bonus ($)				Awards ($)				Compensation ($)				Total ($)
Nick A. Caporella (1)			2009				—	(1)			—	(1)			—				—	(1)			—	(1)
Chairman of the Board and			2008				—	(1)			—	(1)			—				—	(1)			—	(1)
Chief Executive Officer			2007				—	(1)			—	(1)			—				—	(1)			—	(1)
George R. Bracken (2)			2009			xxx,xxx				xx,xxx				x,xxx				x,xxx				xxx,xxx
Senior Vice President —			2008			xxx,xxx				xx,xxx					7,281			x,xxx				xxx,xxx
Finance			2007			xxx,xxx				xx,xxx					8,530			x,xxx				xxx,xxx

In addition to the Summary Compensation Table presentation above, the Company advises the Staff that it intends to supplement the first paragraph in its “Compensation Discussion and Analysis” with the following in future disclosures:

Compensation Discussion and Analysis

The following discussion and analysis is intended to provide an understanding of the actual compensation earned by each of our named executive officers (“Executive Officers”) from the Company. In 1992, the Company entered into a management agreement (“Management Agreement”) with Corporate Management Advisors, Inc. (the “Management Company”), a company owned by Mr. Nick Caporella, our Chairman of the Board and Chief Executive Officer and the beneficial owner of approximately 74% of our Common Stock. Under the Management Agreement, the Management Company provides the Company (i) senior corporate functions (including supervision of the Company’s financial, legal, executive recruitment, internal audit and management information systems departments) as well as the services of Mr. Caporella and Mr. Bracken, our Senior Vice President — Finance, and (ii) services in connection with acquisitions, dispositions and financings by the Company, including identifying and profiling acquisition candidates, negotiating and structuring potential transactions and structuring potential transactions and arranging financing for any such transaction. For its services, the Company pays the Management Company an annual base fee equal to one percent of the consolidated net sales of the Company, plus incentive compensation based upon certain factors to be determined by the Compensation and Stock Option Committee of the Board of Directors. No incentive compensation has been incurred or approved under the Management Agreement since its inception. We do not separately provide any cash compensation to Messrs. Nick Caporella or Bracken. See also “Certain Relationships and Related Party Transactions.”

The Company will continue to provide consistent disclosure relating to the Management Agreement and the fees paid to the Management Company in its “Certain Relationships and Related Party Transaction” disclosure so as to avoid any shareholder “double counting” of (1) the fees paid to the Management Company and disclosed in the “Certain Relationships and Related Party Transaction” section and (2) the amount of “deemed” compensation to Messrs. Caporella and Bracken reflected in the Summary Compensation Table and notes thereto.

The Company believes that it should be permitted to incorporate the Staff’s comments in future filings, and that an amendment to its Form 10-K is not required or appropriate under these circumstances. The Company has followed the practice of cross referencing the Summary Compensation Table column for Mr. Caporella to the management fee disclosure in its “Certain Relationships and Related Party Transaction” section since the inception of the Management Agreement in January 1992. When he became an executive officer in 1997, the Company included Mr. Bracken’s salary and bonus in its Summary Compensation Table until November 2004 when the Company received a Staff comment letter that instructed the Company to remove such compensation disclosure from the Summary Compensation Table because Mr. Bracken’s compensation was paid by the Management Company and not the Company. ¹ In addition, the Company is aware of a Staff interpretation, now codified in C&DI 217.08 and updated as recently as July 3, 2008, that specifically provides that if payments are made as part of a management contract, disclosure of the structure of the management agreement and the fees would have to be reported under Item 404 (i.e. as related party transactions). We are aware of several publicly traded companies² with external management structures that do not provide Item 402 executive compensation disclosure, but instead, based on the Staff’s

guidance, provide disclosure under Item 404. Lastly, the amounts received by Mr. Caporella and Mr. Bracken during the last fiscal year which the Staff has asked the Company to reflect as compensation from the Company in the Summary Compensation Table were fully and accurately disclosed in the “Certain Relationships and Related Party Transactions” disclosure section of the Company’s annual proxy statement as part of the disclosure relating to the Management Agreement, which disclosure was incorporated into Part III of the Company’s Form 10-K by reference. In addition, similar disclosure was included as Footnote 5 to the Company’s Form 10-K. As a result, we believe the Form 10-K for the fiscal year ended May 3, 2008 substantially complied as to form and was not materially deficient and, as such, an amendment would not be appropriate.

Again, we respectfully request that the Company be permitted to reflect the proposed disclosure changes in future filings.

* * * *

If you have any questions with respect to the foregoing responses, please feel free to call me at (954) 581-0922.

Sincerely,

/s/ George R. Bracken     
George R. Bracken
Senior Vice President — Finance