August 5, 2024

Bryan Hughes
Chief Financial Officer
Winnebago Industries, Inc.
13200 Pioneer Trail
Eden Prairie, MN 55347

       Re: Winnebago Industries, Inc.
           Form 10-K for Fiscal Year Ended August 26, 2023
           Forms 8-K filed on October 18, 2023, December 20, 2023, March 21,
2024, and
           June 20, 2024
           Response dated June 13, 2024
           File No. 001-06403
Dear Bryan Hughes:

       We have reviewed your June 13, 2024 response to our comment letter and
have the
following comments.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

        After reviewing your response to this letter, we may have additional
comments. Unless we
note otherwise, any references to prior comments are to comments in our May 20,
2024 letter.

Forms 8-K filed on October 18, 2023, December 20, 2023, March 21, 2024, and
June 20, 2024
Exhibit 99.1

1.     We have considered your response to prior comment 1 regarding the
non-GAAP financial
       measure Adjusted diluted earnings per share. We believe the adjustment
related to the
       dilution of your convertible notes has the effect of changing the
requirement to use the if-
       converted method under ASC 260, and therefore, results in a non-GAAP
financial
       measure that does not comply with Question 100.04 of the Division of
Corporation
       Finance   s Compliance & Disclosure Interpretations on Non-GAAP
Financial Measures.
       Please revise your non-GAAP financial measure to remove this adjustment.

2.     In the Form 8-K you filed on June 20, 2024, you disclose Adjusted EBITDA
and
       Adjusted EBITDA Margin in a bullet under Third Quarter Fiscal 2024
Financial
 August 5, 2024
Page 2

       Summary, but do not disclose the most directly comparable GAAP measures,
Net Income
       and Net Income Margin, with equal or greater prominence. For each
non-GAAP financial
       measure you disclose, please revise future filings to disclose the most
directly comparable
       GAAP measure with equal or greater prominence as required by Item
10(e)(1)(i)(A) of
       Regulation S-K and Question 102.10 of the Division of Corporation
Finance   s
       Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.
       Please contact Dale Welcome at 202-551-3865 or Anne McConnell at
202-551-3709 if
you have questions regarding comments on the financial statements and related
matters.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of
Manufacturing