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[LETTERHEAD OF Simpson Thacher & Bartlett LLP]

September
9, 2005

VIA FEDEX AND EDGAR

Re:

Sealy Corporation

Registration Statement on Form S-1

File No. 333-126280

Lesli
Sheppard, Esq.

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Dear
Ms. Sheppard:

        On
behalf of Sealy Corporation (the "Company"), we hereby transmit via EDGAR for filing with the Securities and Exchange Commission Pre-Effective Amendment No. 2
("Amendment No. 2") to the above-referenced Registration Statement relating to the offering of shares of its common stock, par value $0.01 per share, marked to show changes from
Pre-Effective Amendment No. 1 ("Amendment No. 1") to the Registration Statement as filed on August 12, 2005. The Registration Statement has been revised in response to
the Staff's comments and to reflect certain other changes.

        In
addition, we are providing the following responses to your comment letter, dated August 29, 2005, regarding the Registration Statement. To assist your review, we have retyped
the text of the Staff's comments in italics below. Please note that all references to page numbers in our responses refer to the page numbers of Amendment No. 2. The responses and information
described below are based upon information provided to us by the Company.

General

1.We read your response to the third bullet point of comment three of our letter dated July 29, 2005. Please provide a table that discloses how this
offering is benefiting KKR and the other participants in the KKR acquisition. This table should include, at a minimum, the number of shares acquired by each party in the KKR acquisition (whether owned
or issuable), the cost of these shares, the proceeds to be received from this offering, and the estimated value of retained shares. The table can be structured to provide the disclosure by category.
For example, your categories could consist of KKR, members of management that participated in the KKR acquisition, and other security holders.

In
response to the Staff's comment, the Company has revised the disclosure on page 7 of Amendment No. 2.

2.We note that in your letter dated August 12, 2005, accompanying your Amendment No. 1 to Form S-1, you state at page 7, in
response to a comment from the Staff, that a license you granted to The Mohammed Quasi Assad & Sons Company covers Syria. In light of the fact that Syria has been identified by the U.S. State
Department as a state sponsor of terrorism and is subject to economic sanctions administered by the U.S. Treasury Department's Office of Foreign Assets Control, please describe for us the extent of
your past and current contacts, directly or indirectly, with Syria; the materiality to you of your contacts with Syria; and your view as to whether those contacts constitute a material investment risk
for your security holders. In preparing your response please consider that evaluations of materiality should not be based solely on quantitative factors, but should include consideration of all
factors, including the potential impact of corporate activities upon a company's reputation and share value, that a reasonable investor would deem important in making an investment decision. In this
regard, we note that legislation requiring

 divestment or reporting of interests in companies that do business with countries designated as state sponsors of terrorism has recently been adopted by Arizona and Louisiana.

In
response to the Staff's comment, the Company confirms that its contacts with Syria are immaterial to its business and do not constitute a material
investment risk for the Company's security holders. The Company respectfully advises the Staff that sales by the Company's Saudi Arabian licensee (the "licensee"), The Mohammed Quasi Assad &
Sons Company, in Syria resulted in fees paid by the licensee to the Company of approximately $5,000 for the year ended November 28, 2004. The licensee's 2005 sales may increase slightly and may
result in a higher fee paid by the licensee to the Company, but this fee will not have a material affect on the Company's operations. There were no sales by the licensee in Syria in 2002 or 2003. The
Company also notes that the licensee's sales in Syria are almost exclusively to hotels; the Company does not anticipate that the sale by the licensee to Syrian hotels of mattresses bearing the Sealy
name will adversely affect the Company's reputation or share value. Finally, the Company respectfully advises the Staff that it does not directly sell any of its products in Syria. Any sales of Sealy
products in Syria are in accordance with applicable regulations of the United States Treasury Department's Office of Foreign Asset Control and (i) are authorized under and conducted in
accordance with applicable U.S. laws; (ii) do not involve any U.S. persons; (iii) do not require the Company's foreign subsidiaries (a) to make any direct investment in these
countries or (b) maintain any physical assets in these countries; (iv) are made pursuant to written contracts with standard terms and conditions; and (v) are conducted in the
ordinary course of business.

Summary,
page 1

3.We note your response to our prior comment 5. Please revise to disclose dollar amounts in a consistent manner. For example, we note that you disclose your debt
as $1,033.8 million but you disclose the value of your recapitalization transaction as $1.6 billion.

In
response to the Staff's comment, the Company has revised the disclosure on pages 5 and 45 of Amendment No. 2.

4.Please include a graphic illustrating your corporate organizational structure. In this regard, we note your response to comment seven of our letter dated
July 29, 2005.

In
response to the Staff's comment, the Company has revised the disclosure on page 8 of Amendment No. 2.

Market
Growth Drivers, page 2

5.Please clarify the disclosure in the second sentence of the third paragraph of this section. In this regard, we note that the stated factors appear to be
applicable to retailers and not customers.

In
response to the Staff's comment, the Company has revised the disclosure on page 2 of Amendment No. 2.

6.We also note your response to comment 8 of our letter dated July 29, 2005. Please tell us where you included the support for the second sentence of the
third paragraph of this section.

In
response to the Staff's comment, the Company respectfully advises the Staff that the support for the second sentence of the third paragraph of this
section is disclosed in the sixth bullet point on page 66 of Amendment No. 2.

2

Environmental,
health and safety requirements could expose us..., page 19

7.We note that you now refer to environmental consultants. Either identify them or delete your reference to them. We remind you that if you identify and refer to
an expert, you must file their consent as an exhibit. Refer to Section 436(b) of Regulation C.

In
response to the Staff's comment, the Company has revised the disclosure on page 20 of Amendment No. 2 to delete the reference.

Dilution,
page 27

8.We read your response to comment 24 of our letter dated July 29, 2005 and we reissue this comment. Please refer to Item 506 of
Regulation S-K.

In
response to the Staff's comment, the Company has revised the disclosure on page 28 of Amendment No. 2.

Unaudited
Pro Forma Condensed Consolidated Financial Information, page 28

9.Your response to our comment 26 and revised disclosure indicates that you used your statutory tax rate of 40% in computing your pro forma tax expense (benefit).
Please tell us the assumptions you used in determining 40% was the appropriate rate to use rather than a blended tax rate, which, considers each pro forma adjustment
individually.

In
response to the Staff's comment, the Company respectfully advises the Staff that the tax rate of 40% applied to the pro forma adjustments to income
reflects the Company's blended statutory rate, consisting of a 35% U.S. Federal rate plus an additional 5% representing U.S. state and local rates, net of the Federal tax benefit. The Company does not
believe that foreign taxes are applicable to the pro forma transactions. The Company respectfully advises the Staff that the same blended statutory rate of 40% has been applied equally to all pro
forma adjustments to income before taxes because the Company believes that none of the adjustments involve permanent differences as defined by Statement of Financial Accounting Standards
No. 109, Accounting for Income Taxes.

Management's
Discussion and Analysis of Financial Condition and Results of Operations, page 41

Liquidity
and Capital Resources, page 51

10.We read your response to our comment 32 and your revised disclosure. Your response does not address what impact the increased costs of your new product lines
related to your Sealy Posturepedic and TrueForm may have on your liquidity and results of operations, if any. As previously requested, please expand your liquidity disclosure to discuss the impact
this may have on your liquidity and results of operations.

In
response to the Staff's comment, the Company respectfully advises the Staff that it does not anticipate that the increased costs of new product lines
related to Sealy Posturepedic and TrueForm will have any material affect on the Company's liquidity or
results of operations.

Debt
Covenants, page 54

11.We read your response to our comment 34 and your revised disclosure. Your revised disclosure states that you were in compliance with your debt covenants as of
the years ended November 28, 2004 and November 30, 2003 and for the period ended May 29, 2005. However, your disclosure does not indicate whether you were in compliance with your
debt covenants during the years ended November 28, 2004 and November 30, 2003 and the period ended May 29, 2005. Please revise accordingly.

3

In
response to the Staff's comment, the Company has revised the disclosure on page 57 of Amendment No. 2.

Foreign
Operations and Export Sales, page 58

12.Please tell us where in Korea you conduct business.

In
response to the Staff's comment, the Company respectfully advises the Staff that it conducts business in South Korea. In addition, the Company has
revised the disclosure on pages 59 and 65 of Amendment No. 2 to clarify this fact.

Competition,
page 72

13.Please identify the principal methods of competition in your industries. Please also discuss your competition's advantages over you and how this affects your
competitive position. See Item 101(c)(x) of Regulation S-K.

In
response to the Staff's comment, the Company has revised the disclosure on page 73 of Amendment No. 2.

Principal
and Selling Stockholders, page 87

14.We read your response to comment 55 of our letter dated July 29, 2005 and we reissue this comment. Please refer to Item 4S of the
Regulation S-K section of the Supplement to the Manual of Publicly Available Telephone Interpretations, dated March 1999.

In
response to the Staff's comment, the Company respectfully advises the Staff that it intends to disclose in a subsequent pre-effective
amendment the identity of each selling security holder and, for each, the natural persons with dispositive voting or investment control.

Shares
Eligible for Future Sale, page 102

4

Lock-Up Agreements, page 102

15.We read your response to comment 62 of our letter dated July 29, 2005. Please disclose your response in this section.

In
response to the Staff's comment, the Company has revised the disclosure on page 103 of Amendment No. 2.

Underwriting,
page 107

16.We read your response to comment 63 of our letter dated July 29, 2005 and we have the following comments:

Please confirm that there have been no material changes to Citigroup's or its affiliates' procedures since they were approved by the staff.

Please revise the communications to be sent to potential syndicate members to require them to confirm that there have been no material changes to their procedures since they
were approved by the staff.

In
response to the Staff's comment, the Company confirms that there have been no material changes to Citigroup's or its affiliates' procedures since they were approved by the Staff.

Additionally,
to address the Staff's concerns, Citigroup will include in a communication to the syndicate the following statement:

"You
may not make an online distribution of shares of Sealy Corporation common stock unless you are following procedures for online distributions previously cleared with the Securities and Exchange
Commission. By accepting an allocation from us, you will be deemed to be representing to us that either (i) you are not making an online distribution or (ii) you are following procedures
for online distributions previously cleared with the Securities and Exchange Commission and those procedures have not changed materially since they were approved by the Staff."

17.Revise the disclosure in the third sentence of the second full paragraph on page 108 to identify all material factors considered in determining the offering
price and to eliminate the suggestion that you have only included some of the factors. See Item 505(a) of Regulation S-K.

In
response to the Staff's comment, the Company has revised the disclosure on page 109 of Amendment No. 2.

18.We note your response to comment 65 of our letter dated July 29, 2005. Please confirm, if true, that:

Except for the underwriting commission, the offers and sales are on the same terms as those offered to the general public;

No offers were made prior to the filing of the registration statement;

Offers were made only with the prospectus; and

No funds have been or will be committed or paid prior to effectiveness of the registration statement.

In
response to the Staff's comment, the Company respectfully advises the Staff that, in connection with the Directed Share Program, no offers were made prior to the filing of the Registration
Statement with the Staff, offers will be made only with a preliminary prospectus and no funds have been or will be committed or paid prior to the effectiveness of the Registration Statement.

5

Additionally,
the Company respectfully advises the Staff that the offers and sales of common stock in the Directed Share Program are on the same terms as those offered to the general public except
(a) for the underwriting commission, and (b) as disclosed on pages 101 and 110 of Amendment No. 1 and pages 102 and 111 of Amendment No. 2, participants in the Directed
Share Program will be subject to a 25 day lock-up period.

Notes
to Financial Statements for the years ended November 29, 2004 and November 30, 2003

Note 1:
Significant Accounting Policies, page F-9 Warranties, page F-9

19.We read your response to our comment 78 and revised disclosures. Please revise your table included in your disclosure to separately state the portion of your
warranty provision that relates to current year sales from the portion of your warranty provision that represents a change in your estimate of the provision from prior years. Please also present your
warranty claims activity in a similar manner. Please also expand your disclosure in your MD&A to discuss the business reasons for changes in your warranty provision between November 2002 and
November 2003 and between November 2003 and November 2004. Your disclosure should include a discussion regarding any significant changes in the provision recorded in the current
year relating to current year sales compared to the provision recorded in the prior year relating to prior year sales. Your disclosure should also address reasons for increases and decreases in the
provision, which represent changes in the provision for estimates relating to prior years. Similarly, please also include a similar discussion regarding changes in your warranty
claims.

In
response to the Staff's comment, the Comp