SecProbe.io

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Mail Stop 7010

July 29, 2005

Via U.S. mail and facsimile

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

Re: 	Sealy Corporation
Registration Statement on Form S-1
Filed June 30, 2005
File No. 333-126280

Sealy Mattress Corporation
Form 10-K for the fiscal year ended November 28, 2004
Filed February 28, 2005
File No. 333-117081-27

Dear Mr. Walker:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response
to these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  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.
Sealy Corporation Registration Statement on Form S-1

General

1. Please be advised that we may have additional comments on your
registration statement after you file a pre-effective amendment
containing pricing-related information.  Since this information
affects a number of disclosure items, you should allow a
reasonable
time for our review prior to requesting acceleration.  In the
course
of our review we may raise issues relating to matters we had not
previously commented upon.  In addition, please be advised that
you
may not circulate copies of your prospectus until you have
included an
estimated price range and all other information required by the
federal securities laws, except information you may exclude in
reliance upon Rule 430A of Regulation C.

2. Please provide us with copies of any artwork or other graphics
you
intend to use in your prospectus.  Please be advised that we may
have
comments and you may want to consider waiting for our comments
before
printing and circulating these materials.

3. In the forepart of your registration statement, please discuss
in
reasonable detail each of the following matters:

* The KKR acquisition of your company, including (i) the parties
to
the acquisition and their relationship to your company, (ii) the
amount and nature of the consideration, (iii) the reasons for the
acquisition, (iv) the sources of the funds used to finance the
acquisition, (v) the changes to your company`s operations and
financial condition resulting from the acquisition, (vi) the tax
consequences of the acquisition and (vii) the continuity of your
company`s management after the acquisition.

* The reasons that your company is planning a public offering
after
being taken private in July 2004.  The discussion should address
the
material considerations that led to the decision to take your
company
private as well as the material considerations in deciding to
engage
in this offering.

* The manner in which this offering will benefit KKR and the other
security holders, including members of management, that
participated
in the KKR acquisition.  The benefits should be quantified to the
extent practicable by each principal category of benefit.  For
example, what is the estimated value of the securities to be sold
in
this offering or retained in comparison to the value of those
securities in the KKR acquisition?

Market and Industry Data, page ii

4. Please relocate this section to a more appropriate location in
your
prospectus as the prospectus summary should immediately follow
your
prospectus cover page or the table of contents, as applicable.

Summary, page 1

5. Please revise to include a more balanced description of your
business.  For example, please disclose your leveraged position.

6. The disclosure set forth in this section is very detailed and
lengthy and provides too much information for summary disclosure.
In
this regard, we note that your disclosure includes detailed
descriptions of your business, competitive strengths and growth
strategy that are substantially similar to disclosures included in
your Business section.  This detailed information is better suited
for
the body of your prospectus.  Your summary section should provide
a
brief overview of the most important aspects of your business and
this
offering.  If you believe some of the disclosure is necessary,
reduce
the disclosure to a bullet point presentation, with one sentence
per
bullet point.  Please revise accordingly.

7. Please delete the second introductory paragraph as this
information
is clear from the context.  In addition, please use a single term
throughout your prospectus for references to your subsidiary.
Finally, please avoid the use of any defined terms for which the
meaning is not clear from the context as investors should not have
to
learn a new vocabulary.  See, for example and without limitation,
the
defined terms "SMC" and "ISPA."

8. Please disclose the basis for all of your assertions about your
industry or competitive position within your industry.  For
example,
in the first paragraph on page 3 you state that "[t]hese factors
help
to create compelling economics for customers as returns on
investment
are superior to many other home furnishing categories."  If you
funded
or were otherwise affiliated with any of the studies or reports
you
cite, please disclose this.  Otherwise, please confirm that these
sources are widely available to the public.  If sources are not
publicly available, either file consents, or explain why you are
not
required to do so under Rule 436 of Regulation C and Section 7 of
the
Securities Act.  If you do not have appropriate independent
support
for a statement, please revise the language to make clear that
this is
your belief based on your experience in the industry, if true.
This
comment is also applicable to any unsupported claims in the
Business
section of the filing.  We may have additional comments after we
review your response.

9. Please revise your summary and elsewhere throughout your
prospectus
to comply with plain English principles.  For example, you should
refrain from using embedded lists of information.  Please break
the
information into separate paragraphs or use a bullet point list.
You
should also use one or more descriptive subheadings to indicate
the
nature of the information that follows.

The Offering, page 7

10. Please quantify the portion of the proceeds of this offering
that
will be received by insiders, including KKR and other affiliates.
In
addition, please identify the number of directors affiliated with
the
insiders and disclose whether they voted to approve this offering.

General Information About This Prospectus, page 8

11. Please revise this section to eliminate terms and phrases that
do
little more than market KKR and its business, including terms such
as
"one of the oldest and most experienced private equity firms."

Risk Factors, page 13

12. Please delete the first and third sentences of the second
introductory paragraph to this section.  You must disclose all
risks
you believe are material at this time.

13. The subheadings in this section should clearly and succinctly
convey the actual risk to an investor and not merely state a fact
about your business or describe a generic effect on your company.
Please carefully review each subheading with this comment in mind
and
make revisions as appropriate.  See, for example and without
limitation, risk factors one, two, four, six, seven, 14, 16, 17,
27
and 29.

14. To the extent possible, please avoid the generic conclusion
you
make in certain of your risk factors that the risk discussed could
adversely affect your business, financial condition and / or
results
of operations.  See, for example and without limitation, risk
factors
one, four, five, seven, eight, nine, 10, 14, 15, 17, 18 and 28.
Instead, replace the language with specific disclosure of how your
business, results of operations and / or financial condition would
be
affected.

15. Please revise your risk factors to remove the phrases "we
cannot
assure," "we cannot provide assurance" and "there can be no
assurance."  The actual risk is that the event will occur, not
your
inability to prevent it.  See, for example and without limitation,
risk factors six, nine, 14, 16, 17 and 18.

16. Item 503(c) of Regulation S-K states that issuers should not
"present risk factors that could apply to any issuer or any
offering."
Certain of your risk factors could apply to most issuers.  See,
for
example and without limitation, risk factors five, eight, nine,
17,
22, 23 and 28.  Please explain how these risk factors specifically
apply to your company and / or this offering or delete them.

17. In those risk factors where you disclose a risk related to
liabilities or compliance costs, please revise to quantify your
exposure, to the extent practicable.  See, for example and without
limitation, risk factors eight, 14, 15, 16 and 17.

18. Please add risk factors addressing the significant amount of
proceeds that will be received by insiders and the effects of a
rating
downgrade of your company or its debt securities.

Our new product launches may not be successful, page 13

19. The disclosure in this risk factor does not discuss the actual
risks to an investor associated with new product launches, but
rather
generically refers to a number of risks inherent in new product
line
introductions.  Please disclose and discuss the material risks to
investors associated with new product line introductions.

We have risks associated with our international operations, page
15

20. We note your disclosure concerning your business with 13
Middle
Eastern countries.  Please tell us supplementally the names of the
countries in which you conduct business.  We may have further
comment
based on your response.

We have a substantial amount of indebtedness, which may adversely
affect..., page 15

21. Please disclose the amount of your annual debt service payment
obligations.  In addition, if the interest rate on your variable
rate
debt could materially affect the obligations, please disclose how
much
it will increase with a 1% increase.

KKR controls us and may have conflicts of interest with us or you
in
the future, page 22

22. The risk described in the fourth and fifth sentences of this
risk
factor appears to be a material risk that that should be assigned
its
own descriptive subheading.  Please revise accordingly.

Compliance with Section 404 of the Sarbanes-Oxley Act and
other...,
page 22

23. Please describe the risks to investors associated with the
deficiencies referenced in the fifth sentence of this risk factor.
Dilution, page 27

24. We note the disclosure in the last paragraph of this section.
Your comparative table should include shares subject to
outstanding
options that are held by your officers, directors and affiliated
persons.  This comparison includes shares that these persons have
a
right to acquire, as well as shares they already own.  See Item
506 of
Regulation S-K.

Unaudited Pro Forma Condensed Consolidated Financial Information,
page
28

25. You disclosed in your pro forma statements of operations
reductions in interest expense due to extinguishments of existing
debt
and additions to interest expense due to new debt.  Please expand
your
disclosure for each adjustment presented, to disclose the amount
of
each loan being repaid or issued multiplied by its interest rate
and
arrive at the amount of interest expense to be deducted or added
in
the pro forma adjustment.  For debt that incurs interest at a
variable
rate, you should use the average variable rate that this debt
would
have incurred over the appropriate historical period for which you
are
giving pro forma effect.  Please also disclose the average
interest
rate used for each period and the indexed rate (LIBOR+x% or prime
+x%)
of the new debt.  Please also include in your disclosure any
assumptions you made in computing the above interest calculations.

26. Please expand your disclosures related to your pro forma
statements of operations to include a footnote that discusses the
components of and assumptions used in computing your pro forma tax
expense (benefit) for each period presented.

27. You disclosed pro forma basic and diluted weighted average
number
of common shares outstanding in your pro forma statements of
operations.  Please expand your disclosure to include a footnote
that
reconciles your historic basic and diluted weighted average number
of
common shares outstanding to the pro forma basic and diluted
weighted
average number of common shares outstanding, as presented in your
pro
forma statements of operations for each period presented.  Please
also
include in your footnote any assumptions you used in these pro
forma
computations.

Selected Historical Financial Data, page 37

28. Please expand your disclosure to include information relating
to
the cash dividends declared per common share.  Refer to Item 301
of
Regulation S-K.

Management`s Discussion and Analysis of Financial Condition and
Results..., page 41

Critical Accounting Estimates, page 42

Cooperative Advertising, Rebate and Other Promotional Programs,
page
42

29. Your disclosure includes the cost of the programs that were
recorded as a reduction of sales and the cost for those recorded
as
selling, general and administrative expense in 2004.  Please
expand
your disclosure here and in the footnotes to your financial
statements
to discuss the type of arrangements for which you have recorded a
reduction of sales and those that you recorded as selling, general
and
administrative expense.  Please also include the costs recorded in
each of these line items for fiscal 2003 and 2002.

Results of Operations, page 45

30. You have disclosed various components, which have contributed
to
increases and decreases within your statements of operations line
items, including but not limited to, net sales and cost of goods
sold.
Some of the components you have cited include the following:

* higher volume and improved mix;
* increased material costs;
* new products sold; and
* roll-out of new product lines.

Please expand your disclosure to quantify the effects each of
these
components had on the increases and decreases within the income
statement line items, including expenses that offset one another.

Liquidity and Capital Resources, page 51

31. We note the disclosure in the second sentence of the first
paragraph on page 52 that your resources are sufficient to fund
your
liquidity needs throughout fiscal 2005.  This section should also
discuss whether your resources are sufficient to fund your
liquidity
needs on a long-term basis.  Please revise accordingly.  See
Instruction 5 to Item 303(a) of Regulation S-K.

32. You disclosed on page 13 that you expect to incur increased
costs
in the near term associated with the introduction of the new
product
lines related to your Sealy Posturepedic and TrueForm brands and
the
training of your employees in the new manufacturing processes.  If
material, please expand your disclosure to discuss the impact this
may
have on your liquidity and results of operations.
Debt Covenants, page 54

33. Please revise the fifth sentence of the first paragraph of
this
section to disclose the specific covenants and related
definitions.
You may not incorporate this information by reference.  See Rule
411
of Regulation C.

34. Please confirm that you are currently in compliance with your
debt
covenants or revise, as necessary.  In addition, please expand
your
disclosure to indicate whether or not you were in compliance your
d