SecProbe.io

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Mail Stop 7010

November 9, 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. 3 to Registration Statement on Form S-1
Filed October 28, 2005
File No. 333-126280

Dear Mr. Walker:

      We have reviewed your amended filing and your 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.

Recent Developments, page 7

1. Please revise here and on page 51 to disclose whether you were
able to return to normal production and delivery schedules by the
end
of October 2005.

2. Please revise to give investors a sense for what you mean by
cost
increases for polyurethane foam, to the extent that these are
quantifiable.

Risk Factors, page 17

Our profitability may be materially and adversely affected by
increases in..., page 17

3. Given your new disclosure concerning risks related to the Gulf
Coast hurricanes, please break into a separate risk factor the
information regarding risks related to supply by third party
vendors.
4. In your new risk factor, please explain what you mean by
"significant temporary disruption."  We note your disclosure that
you
are unable to quantify the impact.  Are you able to qualify the
impact, however?  For example, were facilities destroyed in the
hurricane or merely shut down?  If facilities were shut down, how
long will this last?  What percentage of your foam does the
supplier
provide?  Can you qualify "temporarily" with respect to the
vendors`
inability to supply you with foam?  Will this affect the roll out
of
the TrueForm product line or other specialty bedding offerings you
planned to introduce?  Please revise to provide more detail to
investors to enable them to better understand the risk.

Dividend Policy, page 30

5. Please revise here and on page 9 to remove disclosure of your
intended dividend amount or demonstrate your ability to pay the
regular quarterly dividend.

Principal and Selling Stockholders, page 98

6. We reissue comment 54 from our initial comment letter dated
July
29, 2005.  In this regard, we note that you represented to us in
your
initial response letter that that you would provide this requested
information once the selling stockholders were identified.

7. We reissue comment 55 from our initial comment letter dated
July
29, 2005.  In this regard, refer to Item 4S of the Regulation S-K
section of the Supplement to the Manual of Publicly Available
Telephone Interpretations, dated March 1999.

Underwriting, page 119

8. We note your supplemental response to comment 63 from our
initial
comment letter dated July 29, 2005.  Please confirm that there
have
been no material changes to Lehman Brothers` procedures since they
were approved by the staff.

9. Please elaborate on the "certain advisory services" provided by
the independent consultant, name that consultant and disclose the
amount paid.

Exhibit 5.1

10. Please have counsel revise the first sentence of the first
paragraph of its opinion to include the SEC file number of your
registration statement.

11. We note the qualifications set forth in clause (1)(a) of the
opinion. Counsel may not limit its opinion in this manner.  Please
revise accordingly.
12. Please have counsel revise to indicate that the form of
definitive underwriting agreement is filed as an exhibit to the
Registration Statement.

*	*	*	*

      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
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Mr. Kenneth L. Walker
Sealy Corporation
November 9, 2005
Page 1

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

         DIVISION OF
  CORPORATION FINANCE

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