United States securities and exchange commission logo

                             May 6, 2020

       Russell Diez-Canseco
       President and Chief Executive Officer
       Vital Farms, Inc.
       3601 South Congress Avenue
       Suite C100
       Austin, Texas 78704

                                                        Re: Vital Farms, Inc.
                                                            Amendment No. 1 to
Draft Registration Statement on Form S-1
                                                            Submitted April 10,
                                                            CIK No. 0001579733

       Dear Mr. Diez-Canseco:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional

       Amendment No. 1 to Draft Registration Statement on Form S-1 submitted
April 10, 2020

       The COVID-19 pandemic could have a material adverse impact on our
business, page 22

   1.                                                   We note the added
disclosure regarding the effects the pandemic "could" or "may" have
                                                        on your operations and
financial condition. Please expand to discuss whether it has
                                                        impacted or is
currently impacting your operations or financial condition, including your
                                                        supply chain, demand
for your products or the operation of your facilities.
 Russell Diez-Canseco
FirstName LastNameRussell Diez-Canseco
Vital Farms, Inc.
Comapany NameVital Farms, Inc.
May 6, 2020
May 6, 2020 Page 2
Page 2
FirstName LastName
Because we rely on a limited number of third-party vendors, page 25

2.       Please expand the disclosure on page 26 to quantify, if material, the
amount of the
         company's revenue for the year ended December 29, 2019 from the
customers lost during
         the first quarter of fiscal 2020.
Dividend Policy, page 52

3.       We note your response to prior comment 9 and your revised disclosures
to better describe
         the restrictions in your Credit Facility. As previously requested,
please tell us the amount
         of restricted net assets associated with these restrictions. If
material, revise to disclose the
         amount of retained earnings or net income restricted or free of
restrictions pursuant to
         Item 4-08(e)(1) and (3) of Regulation S-K and your consideration of if
Rule 12-04 of
         Regulation S-X applies.
Management's Discussion and Analysis of Financial Condition and Results of
Results of Operations
Cost of Goods Sold, page 68

4.       You disclose that one driver of the cost of goods sold increase period
over period
         is associated with payments made to your partner farms for lost income
as a result of
         removing birds from current flocks ahead of schedule. You further
disclose, in your
         Inventory footnote on page F-23, that in November 2019 you amended
certain long-term
         supply contracts associated with your egg producing farms. As a result
of the
         amendments you recorded a liability of $1.6 million for the expected
payments to your
         suppliers to reimburse them for lost income related to the removal of
birds ahead of
         schedule. To help us better understand your disclosure, describe the
underlying drivers
         for the amendments and also give us your assessment on whether you
expect to make
         similar amendments in future periods.
Operating Activities, page 75

5.       Please revise to clarify the reasons for the significant increase in
egg inventory and
         packaging inventory during fiscal 2019.
Notes to the Consolidated Financial Statements
Revenue Recognition, page F-12

6.       You disclose on page F-14 that the company recognizes revenue when it
transfers control
         of the products to the customer for an amount that reflects the
consideration that the
         Company expects to receive in exchange for those products. Revise to
disclose the point
         in time when control is typically transferred. Refer to ASC
 Russell Diez-Canseco
FirstName LastNameRussell Diez-Canseco
Vital Farms, Inc.
Comapany NameVital Farms, Inc.
May 6, 2020
Page 3
May 6, 2020 Page 3
FirstName LastName
       You may contact Charles Eastman at 202-551-3794 or Melissa Raminpour,
Branch Chief, at 202-551-3379 if you have questions regarding comments on the
statements and related matters. Please contact Thomas Jones at 202-551-3602 or
Kruczek, Senior Attorney, at 202-551-3641 with any other questions.


                                                       Division of Corporation
                                                       Office of Manufacturing
cc:      Nicole Brookshire