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[LETTERHEAD OF SIMPSON THACHER & BARTLETT LLP]

September 28, 2005

VIA FEDEX AND EDGAR

  Re:

  Sealy
  Corporation

  Registration
  Statement on Form S-1

  File
  No. 333-126280

Division
of Corporation Finance

Securities
and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Ms. Meagan Caldwell

Dear
Ms. Caldwell:

On behalf of Sealy
Corporation (the “Company”), we are providing the following responses to your
comment letter, dated September 19, 2005, regarding the above-referenced Registration
Statement.  To assist your review, we
have retyped the text of the Staff’s comments in italics below.  The responses and information described below
are based upon information provided to us by the Company.

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

Results of Operations, page
40

Fiscal Year Ended November
28, 2004 Compared With Year Ended November 30, 2003, page 49

1.                                       We read your responses to our comment 19 from our letter dated August
29, 2005 and comment 78 from our letter dated July 29, 2005 and revised
disclosures. The revised disclosure included in your MD&A states in fiscal
2004 your product return costs associated with warranties increased $8.3
million over fiscal 2003.

You further disclose that this
increase was due to improvements in the method for capturing information
related to product returns and an increase in the estimated age of products
returned. Your response to our comment 19 from our letter dated August 29, 2005
specifically addresses the following components of the warranty provision,
which comprise a portion of the $8.3 million warranty provision recorded in
fiscal 2004:

•                                          $2.7 million related to a change
in estimate based on a portion of warranty returns, previously recorded as
sales returns,

•                                          $0.7 million related to the
timeliness of recording warranty claims, attributable to a backlog of
unprocessed claims, and

•                                          $1.1 million due to an error in
the warranty reserve at November 30, 2003.

The above mentioned components
represent approximately $4.5 million of the increase in the warranty provision
over fiscal 2003. Excluding the factors above, which contributed to the $8.3
million increase in the warranty provision, your reserve increased
approximately $3.8 million, or 34.5%; however your net sales increased only
13.5% in fiscal 2004 compared to fiscal 2003. Please expand your disclosure to
discuss the other factors that contributed to the additional $3.8 million
increase in your reserve. In addition, please include in your disclosure the
above mentioned components of the warranty provision, which you included in
your response to our comment 19 from our letter dated August 29, 2005. As
previously requested, please also expand your MD&A to discuss the business
reasons for changes in your warranty provision between November 2002 and
November 2003. Please also include a similar discussion in your MD&A
related to your comparison of your fiscal quarter ended May 29, 2005 to your
fiscal quarter ended May 30, 2004.

In response to the Staff’s
comment, the Company proposes to revise the disclosure on pages 44, 48, 49, 51
and F-15 of the Registration Statement.
Please refer to Exhibit A for the text of the proposed revisions.

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-15

2.                                       We read your responses to our comment 19 from our letter dated August
29, 2005 and comment 78 from our letter dated July 29, 2005 and revised
disclosure. Our comment 19 from our letter dated August 29, 2005 requested that
you 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

2

years. You have included in a
footnote to your warranty provision information relating to the following:

•                                          $2.7 million related to a change
in estimate based on a portion of warranty returns, previously recorded as
sales returns and

•                                          $0.7 million related to the
timeliness of recording warranty claims, attributable to a backlog of
unprocessed claims.

Your footnote does not reference
the $1.1 million adjustment recorded in fiscal 2004 relating to an error in the
warranty reserve at November 30, 2003. Please revise your disclosure to include
this. Excluding the aforementioned components of your warranty provision recorded
in fiscal 2004, your warranty provision increased approximately $3.8 million,
or 33%, over fiscal 2003. If any or all of this relates to changes in your
estimate of the provision from prior years, please include this in your
footnote.

In response to the Staff’s
comment, the Company proposes to revise the disclosure on pages 44, 49, 51 and
F-15 of the Registration Statement.
Please refer to Exhibit A for the text of the proposed revisions.

3.                                       We read your responses to our comment 19 from our letter dated August
29, 2005 and comment 78 from our letter dated July 29, 2005 and revised
disclosure. Our comment 19 from our letter dated August 29, 2005 requested that
you revise your table included in your disclosure to separately state the
portion of your warranty claims that relates to current year sales from the
portion of your warranty claims that relates to prior years. You have included
in a footnote to your warranty claims information relating to the following:

•                                          $2.7 million related to a change
in estimate based on a portion of warranty returns, previously recorded as
sales returns and

•                                          $0.7 million related to the
timeliness of recording warranty claims, attributable to a backlog of
unprocessed claims.

Your response states that prior
to fiscal 2004 you did not have a system in place to capture the date of
manufacture and associate that with the date of a specific warranty claim.
Based on this it would appear that at a minimum you would be able to
distinguish those claims received in 2004 from those that relate to prior years
as a whole, if not expressly by year. Please revise your disclosure as
previously requested.

In response to the Staff’s
comment, the Company respectfully advises the Staff that, as noted in its
response to comment 19 in the Company’s response letter dated September 9,
2005, the Company was unable to determine the ages of warranty returns prior to
fiscal 2004. In order to determine the age of a returned product, the date of
manufacture must be captured and associated with the date of

3

the return. Also as
previously noted in its response, during fiscal 2004 the Company implemented an
enhanced product return process which enabled it to begin capturing the date of
manufacture associated with returned beds.
However, this enhanced process was not implemented until May of 2004 and
was further refined and adjusted over an approximately ninety day period; thus,
the date of manufacture was unavailable with respect to beds returned during
the first five months of fiscal 2004.
Complete data does not exist to determine the number of beds returned in
fiscal 2004 that were manufactured in prior fiscal years.  Accordingly, the Company respectfully advises
the Staff that it is unable to revise its disclosure to show the portion of
fiscal 2004 warranty claims associated with prior years’ sales.

4.                                       We read your response to our comment 19 from our letter dated August
29, 2005 and Exhibit A, which you included in your response. Your response
indicates that a portion of your fiscal 2004 warranty provision relates to an
adjustment recorded related to an error totaling $1.1 million, which was
recorded in fiscal 2004 relating to fiscal 2003. You further stated that you
determined this error to be immaterial related to fiscal years 2003 and 2004
and to the third fiscal quarter in 2004. Please tell us the consideration you
gave to the impact that the $1.1 million adjustment recorded during the fiscal
quarter ended August 29, 2004 would have had on your results of operations for
the fourth fiscal quarter of 2003 and the first quarter of 2004 had the
adjustment been made in one of those quarters instead. In reaching your
conclusions, please also tell us how you considered the materiality of
correcting this error had it instead been corrected in fiscal 2003, the fourth
quarter of 2003, and the first quarter of 2004 as it relates to your per share
net loss available to common shareholders computations for each of these
periods. Please also address in your response how this would have impacted your
debt covenants.

Analysis of Materiality of the
Computation Error in the Determination of Warranty Reserve at November 30,
2003, and the Subsequent Correction Thereof in Fiscal 2004

Background:

In
determining its estimate of the warranty liability as of November 30, 2003, the
Company erroneously identified approximately $1.1 million recorded in the
general ledger as being available for application to the required amount of the
reserve for domestic operations. In fact, this amount had been set up in prior
years as a reserve for warranty obligations for certain of the Company’s
international operations, though the amount was recorded on the domestic
corporate ledger. As a result, the Company’s total warranty reserve and warranty
provision as of and for the fiscal quarter and year ended November 30, 2003 was
understated by approximately $1.1 million.
The portion of the reserve attributable to international operations had
been properly considered in reserve analyses for prior quarters; therefore, no
other interim periods in fiscal 2003 were affected.

4

The
error was discovered in the third quarter of fiscal 2004, and the correction of
the error was recorded in that same quarterly period. To correct the error, the
Company re-established the $1.1 million as a reserve for estimated warranty
obligations for certain of its international operations, and adjusted its
domestic reserve to the new estimate after excluding the $1.1 million from the
available balance. Therefore, while the estimate of the warranty reserve was
correct at November 28, 2004, the warranty provision for the fiscal year then
ended was overstated by approximately $1.1 million.

The
Company believes that recording the correction of the error in the third
quarter of fiscal 2004 was appropriate based on the following considerations of
materiality involving quantitative and trend analysis as well as other
significant qualitative considerations.

Materiality:

In
assessing materiality for the purpose of determining whether a particular
amount, event, or other fact requires disclosure in its financial statements,
it is the Company’s policy to consider all relevant facts and circumstances
related to the matter under consideration. Such facts and circumstances
considered extend beyond simple quantitative measures of materiality. This
policy is consistent with the approach of the SEC Staff as set forth in SEC
Staff Accounting Bulletin No. 99 (SAB 99), which states, in part:

The
staff has no objection to such a “rule of thumb” [referring to a 5% test] as an
initial step in assessing materiality. But quantifying, in percentage terms,
the magnitude of a misstatement is only the beginning of an analysis of
materiality; it cannot appropriately be used as a substitute for a full
analysis of all relevant considerations. Materiality concerns the significance
of an item to users of a registrant’s financial statements. A matter is “material”
if there is a substantial likelihood that a reasonable person would consider it
important. In its Statement of Financial Accounting Concepts No. 2, the FASB
stated the essence of the concept of materiality as follows:

The
omission or misstatement of an item in a financial report is material if, in
the light of surrounding circumstances, the magnitude of the item is such that
it is probable that the judgment of a reasonable person relying upon the report
would have been changed or influenced by the inclusion or correction of the
item.

In
addition, for interim periods the Company considers the guidance of APB Opinion
No. 28, Interim Financial Reporting, paragraph
29 of which states, in part:

5

29.     In determining materiality for the purpose
of reporting the cumulative effect of an accounting change or correction of an
error, amounts should be related to the estimated income for the full fiscal
year and also to the effect on the trend of earnings.  Changes that are material with respect to an
interim period but not material with respect to the estimated income for the
full fiscal year or to the trend of earnings should be separately disclosed in
the interim period. (emphasis added)

Accordingly,
the Company believes that any quantitative assessment of materiality must be
balanced with careful consideration of qualitative factors which may bear on
the perception of materiality held by the users of the Company’s financial
statements, and further, that errors related to interim reporting periods
should be considered in the context of annual fiscal earnings and trends.

Quantitative Analysis:

In
evaluating the warranty error, the Company considered the absolute value of the
warranty error compared to key components of the statement of operations, as
well as Adjusted EBITDA (as defined in the Company’s credit agreements), as
reported for each fiscal period affected or potentially affected by the error
or its correction as follows:

  ($ in millions, except per share amounts)

  Annual Fiscal Year

  Interim Fiscal Periods

  2003

  2004

  2004A (1)

  4th Qtr

  2003

  1st Qtr

  2004 (2)

  3rd Qtr

  2004

  Sales

  $

  1,189.9

  $

  1,314.0

  $

  1,314.0

  $

  306.8

  $

  318.2

  $

  357.3

  Error

  $

  1.1

  $

  1.1

  $

  1.1

  $

  1.1

  $

  1.1

  $

  1.1

  Percent

  0.09

  %

  0.08

  %

  0.08

  %

  0.36

  %

  0.35

  %

  0.31

  %

  Gross Profit

  $

  494.8

  $

  573.9

  $

  573.9

  $

  128.0

  $

  134.6

  $

  163.3

  Error

  $

  1.1

  $

  1.1

  $

  1.1

  $

  1.1

  $

  1.1

  $

  1.1

  Percent

  0.22

  %

  0.19

  %

  0.19

  %

  0.86

  %

  0.82

  %

  0.67

  %

  Operating income

  $

  105.9

  $

  22.2

  $

  154.7

  $

  26.3

  $

  36.1

  $

  47.0

  Error

  $

  1.1

  $

  1.1

  $

  1.1

  $

  1.1

  $

  1.1

  $

  1.1

  Percent

  1.04

  %

  4.95

  %

  0.71

  %

  4.18

  %

  3.05

  %

  2.34

  %

  Pretax income

  $

  36.5

  $

  (49.6

  )

  $

  82.8

  $

  7.2

  $

  19.6

  $

  28.5

  Error

  $

  1.1

  $

  1.1

  $

  1.1

  $

  1.1

  $

  1.1

  $

  1.1

  Percent

  3.02

  %

  -2.22

  %

  1.33

  %

  15.19

  %

  5.63

  %

  3.87

  %

  Net income

  $

  18.3

  $

  (40.1

  )

  $

  48.9

  $

  1.5

  $

  11.3

  $

  20.2

  Error (net of tax)

  $

  0.7

  $

  0.7

  $

  0.7

  $

  0.7

  $

  0.7

  $

  0.7

  Percent

  3.83

  %

  -1.75

  %

  1.43

  %

  46.93

  %

  6.22

  %

  3.47

  %

  Per Share:

  Net income as reported

  $

  0.17

  $

  (0.40

  )

  $

  0.49

  $

  0.01

  $

  0.10

  $

  0.22

  Net income adjusted for effect of error

  $

  0.16

  $

  (0.40

  )

  $

  0.50

  $

  0.01

  $

  0.11

  $

  0.23

  Adjusted EBITDA

  $

  158.6

  $

  200.0

  $

  200.0

  $

  45.3

  $

  46.1

  $

  60.3

  Error

  $

  1.1

  $

  1.1

  $

  1.1

  $

  1.1

  $

  1.1

  $

  1.1

  Percent