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| ROPES & GRAY LLP |
| PRUDENTIAL TOWER | |
| 800 BOYLSTON STREET | |
| BOSTON, MA 02199-3600 | |
| WWW.ROPESGRAY.COM |
November 2, 2011 |
| Heidy M. Abreu |
|
| T +1 617 235 4943 |
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| F +1 617 235 9891 |
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| heidy.abreu@ropesgray.com |
BY OVERNIGHT FED EX DELIVERY
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Angie Kim, Staff Attorney
Robyn Manuel, Staff Accountant
Re: Supplemental Information Provided to the Staff Regarding the Mattress Firm Holding Corp. Registration Statement on Form S-1 (File No. 333-174830)
Dear Ms. Kim and Ms. Manuel:
Per your request, Mattress Firm Holding Corp. (the “Company”) is supplementally providing the Staff with Exhibit A and Exhibit B attached hereto. Exhibit A contains proposed Company responses and mark-ups used to facilitate the November 1, 2011 call between the Company and the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to discuss the accounting and other comments in the Staff’s comment letter dated October 14, 2011 relating to the Registration Statement on Form S-1 (File No. 333-174830) (the “Registration Statement”) filed by Mattress Firm Holding Corp. with the Commission on June 10, 2011, as amended. Attached in Exhibit B is a draft of Amendment No. 5 to the Registration Statement as of November 2, 2011, which the Company has supplementally provided to the Staff to facilitate further discussions between the Staff and the Company regarding the Staff’s comments.
Please direct any questions or notifications with respect to this letter to the following addresses:
Mattress Firm Holding Corp.
5815 Gulf Freeway
Houston, Texas 77023
Telephone: (713)-651-2083
Facsimile: (713)-921-4053
Attention: Jim R. Black, Executive Vice President and CFO
and
Ropes & Gray LLP
111 South Wacker Drive, 46th Floor
Chicago, IL 60606
Telephone: (312) 845-1265
Facsimile: (312) 845 - 5501
Attention: Andrew J. Terry, Esq.
Please contact me if you have any questions.
Very Truly Yours,
/s/ Heidy M. Abreu
Heidy M. Abreu
Encl.