SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 SCHEDULE 13G/A
                                (Rule 13d-102)


             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
                           PURSUANT TO RULE 13d-2(b)

                              (Amendment No. 1)


                                Remedytemp, Inc.
--------------------------------------------------------------------------------
                                (Name of Issuer)


                      Class A Common Stock, par value $.001
--------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    759549108
--------------------------------------------------------------------------------
                                 (CUSIP Number)


                                December 31, 2007
--------------------------------------------------------------------------------
            (Date of Event Which Requires Filing of this Statement)


     Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

          [_]  Rule 13d-1(b)

          [X]  Rule 13d-1(c)

          [_]  Rule 13d-1(d)



 CUSIP No.  759549108
            ---------------------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     Peninsula Capital Management, Inc.(1)

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                 (a)  [_]
                                                                 (b)  [X]

3.   SEC USE ONLY

4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     California

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     0

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     0

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     0

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

                                                                          [_]
11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     0.0%

12.  TYPE OF REPORTING PERSON

     CO

----------

The securities  reported  herein are held in the account of Peninsula Fund,
L.P., a private  investment  fund.  Peninsula  Capital  Management,  Inc. may be
deemed to be a beneficial  owner of such securities by virtue of its role as the
general partner of Peninsula Fund, L.P.



CUSIP No.   759549108
            ---------------------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     Peninsula Fund, L.P.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                 (a)  [_]
                                                                 (b)  [X]

3.   SEC USE ONLY

4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     California

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     0

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     0

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     0

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

                                                                          [_]
11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     0.0%

12.  TYPE OF REPORTING PERSON

     PN



CUSIP No.   759549108
            ---------------------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     Scott Bedford

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                 (a)  [_]
                                                                 (b)  [X]

3.   SEC USE ONLY

4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     0

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     0

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     0

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

                                                                          [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     0.0%

12.  TYPE OF REPORTING PERSON

     IN



CUSIP No.   759549108
            ---------------------

Item 1(a).  Name of Issuer:

            Remedytemp, Inc.
            --------------------------------------------------------------------

Item 1(b).  Address of Issuer's Principal Executive Offices:

            101 Enterprise
            Aliso Viejo, California 92656
            --------------------------------------------------------------------

Item 2(a).  Name of Person Filing:

            Peninsula Capital Management, Inc.
            Peninsula Fund L.P.
            Scott Bedford
            --------------------------------------------------------------------

Item 2(b).  Address of Principal Business Office, or if None, Residence:

            Peninsula Capital Management, Inc.
            235 Pine Street, Suite 1600
            San Francisco, CA  94104

            Peninsula Fund, L.P.
            235 Pine Street, Suite 1600
            San Francisco, CA  94104

            Scott Bedford
            c/o Peninsula Capital Management, Inc.
            235 Pine Street, Suite 1600
            San Francisco, CA  94104
            --------------------------------------------------------------------

Item 2(c).  Citizenship:

            Peninsula Capital Management, Inc. - California corporation
            Peninsula Fund, L.P. - California limited partnership
            Scott Bedford - United States citizen
            --------------------------------------------------------------------

Item 2(d).  Title of Class of Securities:

            Class A Common Stock, par value, $.001
            --------------------------------------------------------------------

Item 2(e).  CUSIP Number:

            759549108
            ---------------------

Item 3.     If This Statement  is Filed  Pursuant to  Rule 13d-1(b), or 13d-2(b)
            or (c), Check Whether the Person Filing is a:

     (a)  [_]  Broker or dealer registered under Section 15 of the Exchange Act.

     (b)  [_]  Bank as defined in Section 3(a)(6) of the Exchange Act.

     (c)  [_]  Insurance  company as defined in Section 3(a)(19) of the Exchange
               Act.

     (d)  [_]  Investment  company  registered under Section 8 of the Investment
               Company Act.

     (e)  [_]  An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

     (f)  [_]  An employee  benefit plan or endowment  fund in  accordance  with
               Rule 13d-1(b)(1)(ii)(F);

     (g)  [_]  A parent  holding  company or control  person in accordance  with
               Rule 13d-1(b)(1)(ii)(G);

     (h)  [_]  A savings  association  as defined in Section 3(b) of the Federal
               Deposit Insurance Act;

     (i)  [_]  A  church  plan  that  is  excluded  from  the  definition  of an
               investment  company  under  Section  3(c)(14)  of the  Investment
               Company Act;

     (j)  [_]  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.   Ownership.

     Provide  the  following  information  regarding  the  aggregate  number and
percentage of the class of securities of the issuer identified in Item 1.

     (a)  Amount beneficially owned:

          Peninsula Capital Management, Inc. - 0 shares
          Peninsula Fund, L.P. - 0 shares
          Scott Bedford - 0 shares
          ----------------------------------------------------------------------

     (b)  Percent of class:

          Peninsula Capital Management, Inc. - 0.0%
          Peninsula Fund, L.P. - 0.0%
          Scott Bedford - 0.0%
          ----------------------------------------------------------------------

     (c)  Number of shares as to which such person has:

          (i)   Sole power to vote or to direct the vote
                Peninsula Capital Management, Inc. - 0
                Peninsula Fund, L.P. - 0
                Scott Bedford - 0
          ----------------------------------------------------------------------

          (ii)  Shared power to vote or to direct the vote
                Peninsula Capital Management, Inc. - 0
                Peninsula Fund, L.P. - 0
                Scott Bedford - 0
          ----------------------------------------------------------------------

          (iii) Sole power to dispose or to direct the
                disposition of
                Peninsula Capital Management, Inc. - 0
                Peninsula Fund, L.P. - 0
                Scott Bedford - 0
          ----------------------------------------------------------------------

          (iv)  Shared power to dispose or to direct the
                disposition of
                Peninsula Capital Management, Inc. - 0
                Peninsula Fund, L.P. - 0
                Scott Bedford - 0
          ----------------------------------------------------------------------

Item 5.   Ownership of Five Percent or Less of a Class.

     If this  statement  is being  filed to report  the fact that as of the date
hereof the reporting  person has ceased to be the beneficial  owner of more than
five percent of the class of securities check the following [X].

          ----------------------------------------------------------------------

Item 6.   Ownership of More Than Five Percent on Behalf of Another Person.

     If any other  person is known to have the right to  receive or the power to
direct the receipt of dividends  from,  or the  proceeds  from the sale of, such
securities,  a statement  to that effect  should be included in response to this
item and, if such interest relates to more than five percent of the class,  such
person  should be  identified.  A listing of the  shareholders  of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.

          N/A
          ----------------------------------------------------------------------

Item 7.   Identification and Classification of the Subsidiary Which Acquired the
          Security Being Reported on by the Parent Holding Company or Control
          Person.

     If a parent  holding  company  or Control  person has filed this  schedule,
pursuant to Rule  13d-1(b)(1)(ii)(G),  so indicate under Item 3(g) and attach an
exhibit  stating the  identity  and the Item 3  classification  of the  relevant
subsidiary.  If a parent  holding  company  or  control  person  has filed  this
schedule  pursuant to Rule 13d-1(c) or Rule 13d-1(d),  attach an exhibit stating
the identification of the relevant subsidiary.

          N/A
          ----------------------------------------------------------------------

Item 8.   Identification  and  Classification  of Members of the Group.

     If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so
indicate  under Item 3(j) and attach an exhibit  stating the identity and Item 3
classification  of each member of the group.  If a group has filed this schedule
pursuant to  s.240.13d-1(c)  or  s.240.13d-1(d),  attach an exhibit  stating the
identity of each member of the group.

          N/A
          ----------------------------------------------------------------------

Item 9.   Notice of Dissolution of Group.

     Notice of dissolution of a group may be furnished as an exhibit stating the
date  of  the   dissolution  and  that  all  further  filings  with  respect  to
transactions in the security reported on will be filed, if required,  by members
of the group, in their individual capacity. See Item 5.

          N/A
          ----------------------------------------------------------------------

Item 10.  Certifications.

     By signing below the Reporting  Persons  certify that, to the best of their
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing  or  influencing  the
control of the issuer of the  securities  and were not acquired and are not held
in connection with or as a participant in any transaction having such purpose or
effect.



                                    SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.

                                                    February 5, 2008
                                        ----------------------------------------
                                                        (Date)


                                        PENINSULA CAPITAL MANAGEMENT, INC.*


                                        By: /s/ Scott Bedford
                                            ---------------------
                                        Name: Scott Bedford
                                        Title: Managing Member


                                        PENINSULA FUND, L.P.*


                                        By: /s/ Scott Bedford
                                            ---------------------
                                        Name: Scott Bedford
                                        Title: Managing Member


                                        /s/ Scott Bedford
                                        ---------------------
                                        SCOTT BEDFORD*

* The Reporting Persons disclaim  beneficial  ownership over the securities
reported  herein  except  to the  extent  of the  reporting  persons'  pecuniary
interest therein.




                                                                      EXHIBIT A

                                    AGREEMENT


     The  undersigned  agree that this Schedule  13G/A dated February 5, 2008
relating to the Class A Common Stock, par value $.001, of Remedytemp, Inc. shall
be filed on behalf of the undersigned.


                                        PENINSULA CAPITAL MANAGEMENT, INC.


                                        By: /s/ Scott Bedford
                                            ---------------------
                                        Name: Scott Bedford
                                        Title: Managing Member


                                        PENINSULA FUND, L.P.


                                        By: /s/ Scott Bedford
                                            ---------------------
                                        Name: Scott Bedford
                                        Title: Managing Member


                                        /s/ Scott Bedford
                                        ---------------------
                                        SCOTT BEDFORD






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