Stop 7010




October 5, 2005


Via U.S. mail and facsimile

Mr. Kenneth L. Walker
General Counsel
Sealy Corporation
One Office Parkway
Trinity, NC 27370

Re: 	Sealy Corporation
Amendment No. 2 to Registration Statement on Form S-1
Filed September 12, 2005
File No. 333-126280

Dear Mr. Walker:

      We have reviewed your supplemental response and have the
following comments.  We welcome any questions you may have about
our
comments or any other aspect of our review.  Feel free to call us
at
the telephone numbers listed at the end of this letter.

1. We note that in certain of your responses to our letter dated
September 19, 2005 you indicated that you intend to revise your
filing to include certain disclosures.  Please do so.

2. We reviewed your response to our letter dated September 19,
2005
regarding your accounting policies and methods for calculating
your
warranty reserves.  You have extensive experience in bedding
manufacturing, providing you with the experience necessary to make
critical estimates.  You use an analytical approach to estimating
your warranty reserve.  You state that you discuss your trend
information with sales and manufacturing management to determine
whether it appears consistent with their experience.  However, the
process you used was unable to capture the date of manufacture and
associate that with the date of a specific warranty return prior
to
August 2004.  You state you are unable to analyze the claims in a
given year to determine the year in which the sales occurred
related
to the claims recorded.  You also say you can not determine for
any
complete period presented what portion of the warranty provision
you
recorded related to current year sales and what portion related to
a
change in estimate to the provision recorded for prior year sales.
Based on this, it is unclear to us how you analyzed trends and
used
this information to assist you in estimating the warranty
provisions
and warranty reserves.

In the third fiscal quarter of 2004 you determined that $1.1
million
was erroneously reversed in fiscal 2003 relating to warranty
reserves
for your international operations.  The correction of this error
was
made in the third fiscal quarter of 2004, rather than
appropriately
restating the prior period financial statements that were affected
by
this error.  However, you asserted to us that such amounts were
immaterial to any periods presented, including interim periods.

It appears as though your claims in each year, extending back to
at
least 2000, far exceed the ending warranty reserve balance from
the
prior period.  Because your warranty reserve is intended to cover
warranties for sales made up to 10 to 20 years ago, we would
expect,
similar to other companies in your industry, that the ratio of
your
end of period warranty reserve to that year`s claims activity
would
be higher in each period presented than it currently is.  In
addition, the decreases in this ratio from 2000 to 2002 appear
inconsistent with year-over-year increases in claims in excess of
20%, despite relatively level sales during this period and no
apparent indication, based upon your responses, of a substantial
shortening of the average customer return period.  The interim
2005
period also appears to have the same inconsistency as compared to
the
prior period.

We would also expect that your provision from period to period
would
more closely correlate with the fluctuations in your sales.  Sales
from 2000 to the present have remained flat or increased as much
as
10%, whereas the change in claims have ranged from a 9% decrease
to a
28% increase and the change in your warranty provision has ranged
from a 22% decrease to a 75% increase.

With the exception of the correction for the $1.1 million error
discussed above, you have represented to us that the fluctuations
in
your warranty provisions and warranty reserves are changes in your
estimates due to new information.  This conclusion is unclear to
us
based on your lack of ability to provide us with detail related to
your claims history and the components which comprise the changes
in
your warranty provisions, the gap between your observation of
increasing warranty claims in the late 1990`s and subsequent
change
to your method for estimating your warranty reserve.
Additionally,
we caution you that these apparent inconsistencies could be an
indication of potential inadequacies in your internal controls.
Despite our concerns, as outlined above relating to your
individual
warranty provisions and reserves, we recognize that warranty
reserves
can involve complex estimates based on management`s judgment using
all available information at the time of the estimate.  In this
regard, you are in the best position to make this judgment because
you are in possession of all of the facts and circumstances used
to
derive these estimates and we will not substitute our judgment for
yours.  We urge you to continue to carefully analyze the methods
used
for recording warranty provisions and reserves and to ensure that
they are recorded accurately based on consistent methodology.

3. You represented to us that you are currently unable to provide
us
with complete and comprehensive explanations for fluctuations in
your
warranty provisions and warranty reserve balances.  You described
improvements made to your method for estimating your warranty
reserves, including a systemic process to help you better track
and
match claims received to the sales for which these claims were
initially recorded.  We assume these improvements will enable you
to
include the following information in your MD&A and notes to your
financial statements in your future filings:

* explanations for trends and significant changes relating to
warranty claims and your warranty provisions;

* the components of your warranty claims, specifically, the amount
recorded and portion of the claims related to current year sales
separately from those which relate to sales in prior periods still
under warranty; and

* the components of your warranty provision, which includes the
amount that relates to the current year provision and the amount
recorded as an adjustment to prior year estimates.

*	*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter that is filed on EDGAR with your amendment that keys
your responses to our comments and provides any requested
information.  Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

      You may contact Meagan Caldwell, Staff Accountant, at (202)
551-3754 or, in her absence, Rufus Decker, Accounting Branch
Chief,
at (202) 551-3769 if you have questions regarding comments on the
financial statements and related matters.  Please contact Andrew
Schoeffler, Staff Attorney, at (202) 551-3748 or, in his absence,
Lesli Sheppard, Senior Staff Attorney, at (202) 551-3708 with any
other questions.

Sincerely,



Pamela A. Long
Assistant Director


cc:	Mr. Joseph H. Kaufman, Esq.
Mr. Edward P. Tolley III, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017

Mr. Marc D. Jaffe, Esq.
Latham & Watkins LLP
855 Third Avenue
New York, NY 10022
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Mr. Kenneth L. Walker
Sealy Corporation
October 5, 2005
Page 1




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
  CORPORATION FINANCE