November 15, 2011
VIA EDGAR
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: | Angie Kim |
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Re: | Mattress Firm Holding Corp. |
| Registration Statement on Form S-1 (File No. 333-174830) |
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, as Representatives of and on behalf of the Underwriters, we hereby join Mattress Firm Holding Corp., a Delaware corporation (the “Company”), in requesting that the effectiveness of the above-captioned registration statement (the “Registration Statement”) be accelerated so that it will become effective at 4:00 p.m. Eastern Time on November 17, 2011, or as soon as possible thereafter.
In connection with the Registration Statement, 5,023 copies of the Company’s Preliminary Prospectus dated November 7, 2011 were distributed to prospective underwriters, institutional investors and prospective dealers.
We advise that we have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.
| Very truly yours, | |
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| BARCLAYS CAPITAL INC. | |
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| By: | /s/ Victoria Hale |
| Name: | Victoria Hale |
| Title: | Vice President |
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| UBS SECURITIES LLC | |
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| By: | /s/ Daniel Klausner |
| Name: | Daniel Klausner |
| Title: | Executive Director |
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| By: | /s/ Jennifer Sheng |
| Name: | Jennifer Sheng |
| Title: | Director |
[Signature Page to Acceleration Request]
