SecProbe.io

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Mail Stop 3-8

      							 February 11, 2005

By Facsimile and U.S. Mail

Mr. Harley J. Greenfield
Chairman and Chief Executive Officer
Jennifer Convertibles, Inc.
419 Crossways Park Drive
Woodbury, New York  11797

      Re:    Form 10-K for the year ended August 28, 2004
                Form 10-Q for the quarter ended November 27, 2004
                File No.  1-9681

Dear Mr. Greenfield:

      We have completed a limited review of the above referenced
filings.  Our review was limited to certain areas of your
financial
statements and management`s discussion and analysis of financial
condition and results of operations.  The review resulted in the
following accounting comments.  All page references are keyed to
the
filings you submitted in electronic form on EDGAR.

FORM 10-K FOR THE YEAR ENDED AUGUST 28, 2004

Item 1. Business, page 2

1. Please disclose in future filings in tabular form for each
period
presented the amount or percentage of total revenue or sales
contributed by each class of similar products or services.  See
Item
101(c)(1)(i) of Regulation S-K and paragraph 37 of SFAS 131.

Item 6.  Selected Financial Data, page 10

2. You disclose data on the number and type of stores opened at
the
end of each period presented.  Please consider revising your
disclosures to include the number of new openings and closings and
reconciling the beginning total to the total you currently
consolidate at the end of each period presented.

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 11

Results of Operations

Fiscal Year Ended August 28, 2004 Compared to Fiscal Year Ended
August 30, 2003

3. Your disclosures explaining the increase in the overall
increase
in net sales and revenues are not clear to us.  You disclose that
merchandise sales and home delivery income increased 5.7% and
revenue
from service contracts increased 9.8%, but indicate that economic
softness and poor weather during fiscal 2003 caused the increase.
Supplementally please advise us of the reasons for your increased
results in fiscal 2004 and revise future filings accordingly
quantifying the dollars the impact of each component of the change
in
results to the extent possible.  Further, please consider
discussing
the impact new stores have on net sales and gross profit.  In this
regard, disclose in dollars the net sales and gross profit of your
new stores in fiscal 2004 and the incremental effect of having
stores
opened in 2003 being open all of 2004.  Refer to Item 303(a)(3) of
Regulation S-K.

4. You disclose same store sales growth of 1.3% for fiscal 2004
and
indicate that same store sales decreased in fiscal 2003.  In
future
filings, please provide the percentage of change in same store
sales
for all periods presented and disclose how you determine the
stores
that are included in arriving at your same store sales information
from period to period.  If you include all stores that were open
during all of both periods being compared, please state so in your
disclosures.  Please also disclose how you treat relocated stores
or
expansions in square feet in your calculation of same store
information.  In your supplemental response, please show us what
your
revised disclosures will look like.

5. You disclose that cost of sales increased and that selling,
general and administrative expenses decreased in fiscal 2004.  In
future filings, please quantify in dollars the reasons provided
for
the overall change from period to period and disclose if these
trends
are expected to continue in future periods.  See Item 303(a)(3) of
Regulation S-K.

Liquidity and Capital Resources, page 13

6. You disclose in the first and second paragraphs that your
working
capital deficiency of $1.036 million as of August 28, 2004 has
caused
you to negotiate extended payment terms with principal suppliers
effective September 2004 and the need to close certain stores in
fiscal 2005.  Further, you disclose several risk factors on page
17
relating to pending litigation and agreements relating to the
Private
Company that could negatively affect your results of operations.
Also, your statement of operations on page F-3 indicates that
total
operating costs per sales dollar have increased from $.93 in
fiscal
2002 to more than $1.00 in fiscal 2004 resulting in net losses
during
the last two fiscal years.  Please supplementally advise us of
what
specific planned actions or factors management considered in
concluding that cash flows and working capital would be adequate
to
fund operations in 2005.  Expand your disclosures in future
filings
as appropriate.

7. Please advise us of what consideration you gave to disclosing
purchase obligations as required by Item 303(a)(5)(ii)(D) of
Regulation S-K.  Please revise future filings accordingly.

8. Your disclosures below the table of contractual cash
obligations
relating to operating lease amount as discussed in footnotes (1)
and
(4) appear to contradict each other with respect to the $1.113
million you pay annually to the private company for leases.
Please
clarify to us if these obligations are included or excluded from
the
amounts in the table and identify the specific line item.

9. Please advise and disclose in future filings the information
about
your off-balance sheet arrangements in the manner required by Item
303(a)(4) of Regulation S-K.

Item 15.  Exhibits and Financial Statement Schedules

(a)(1)  Financial Statements

Consolidated Balance Sheets, page F-2

10. Please advise or disclose in future filings to include the
unusual rights, privileges and preferences relating to your
convertible preferred stock as required by paragraphs 4-8 of SFAS
129.

Notes to Consolidated Financial Statements

Note 2.  Summary of Significant Accounting Policies, pages F-7 to
F-
11

General

11. Supplementally please tell us and disclose in future filings
as
applicable SAB 74 disclosures regarding your adoption of recently
issued accounting standards such as EITF 03-10 and the affect they
had on your financial statements.

12. We note your disclosures on page 16 referring to vendor
allowances and credits that you receive.  Supplementally please
tell
us and disclose in future filings the specific nature and timing
of
your recording of allowances and credits received from vendors and
other entities.  Please disclose your accounting policy for
consideration received from a vendor in connection with the
purchase
or promotion of the vendor`s products, such as slotting fees,
payments under buydown agreements, co-operative advertising fees,
and
other consideration.  Disclose the statement of operations line
item
in which each of these types of payments is included.  For any
amount
netted against each expense line items other than cost of sales,
also
disclose the amounts netted against each expense line item for
each
period presented.  Refer to EITF 02-16.

13. Please disclose the types of expenses that you include in the
selling, general and administrative expenses line item.

14. We note your disclosures that several stores were closed
during
fiscal 2004.  Supplementally please tell us and disclose in future
filings your accounting policy for costs related to store
closings.
Please tell us if reserves are recorded and identify the balance
sheet line item they are included in.  Refer to SFAS 146.

Principles of Consolidation, page F-7

15. We note your disclosures of the material operating and
warehouse
agreements and contracts that exist between you and the Private
Company as discussed in Note 3 and other sections of the filing.
Based on your disclosures, you provide a significant amount of
services to the Private Company and it appears that you and the
Private Company are under common ownership and/or management
control.
Supplementally please tell us the results of your evaluation of
these
agreements and contracts as it relates to the consolidation of the
accounts of the Private Company in your financial statements to
comply with the new accounting standards in FIN 46 and FIN 46R.
Also
please advise and revise future filings to clarify your equity
interest, if any, in the Private Company.  See paragraph 4 of SFAS
57.

16. Please expand your policy in future filings to indicate, if
so,
that intercompany transactions are eliminated in consolidation or
advise.

Merchandise Inventory, page F-7

17. You disclose on page F-15 that you retain title to inventory
purchased on behalf of the Private Company until they sell it.
Supplementally please tell us and disclose in future filings for
all
periods presented the amount held in inventory that was purchased
at
the request of the Private Company.  Please also clarify for the
periods presented if you held any of these assets where payment
had
been received from the Private Company.

Annuity Contract, page F-8

18. Please clarify to us and revised your disclosures in future
filings to indicate the purpose of the annuity contract valued at
$1.065 million.

Goodwill, page F-8

19. You disclose that the required impairment tests were performed
during the last three fiscal years of 2002-2004 and you determined
that no impairment of goodwill has occurred.  Factors such as your
results of operations during the last two fiscal years along with
a
negative working capital position in fiscal 2004 appear indicate a
significant adverse change in business climate compared to fiscal
2002.  Please supplementally provide us with your analysis of
future
cash flows supporting your position that no impairment of goodwill
has occurred as of August 28, 2004.  Refer to paragraphs 19-25 of
SFAS 142.

Revenue Recognition, page F-9

20. Supplementally please tell us and revise your disclosures in
future filings to disclose the amount of royalties collected and
your
accounting policy with respect to the earnings process.  Explain
to
us how these license arrangements differ from franchise operations
as
defined in SFAS 45.

Note 3 - Agreements and Transactions with Private Company, pages
F-12
to F-16

21. Your disclosures relating to your transactions and related
agreements and contracts with the Private Company are very
extensive
and detailed in nature, and can be somewhat confusing to a reader
of
your financial statements.  In future filings, to facilitate a
better
understanding by the reader, please consider presenting a more
concise summary of the material aspects since the specific
agreements
and contracts have been filed as exhibits.

22. You disclose that on November 18, 2004 the Private Company
agreed
to waive its rights to receive certain "shortfall" payments during
the period commencing January 1, 2005 under your management
agreement
with them.  Supplementally please tell us and disclose in future
filing the consideration you gave in return for this waiver.

Note 4 - Sales of Receivables, page F-16

23. You disclose that certain of your sales are financed which are
later sold to a finance company.  Supplementally please clarify to
us
and revise your disclosures in future filings to indicate if you
have
an in-house financing operation which handles the initial
financing
or if this is handled completely by an independent financing
company.
If there is an in-house financing operation, please explain to us
how
it operates with respect to these transactions and provide the
disclosures required by SAB Topic 8:B.

24. Your disclosures state that you sold receivables on a non-
recourse basis to a finance company of $27 million in fiscal 2004
and
$43.1 million in fiscal 2003.  Supplementally please tell us the
line
item in your statement of cash flows where these cash flows are
reflected for all periods presented.  Refer to SFAS 95.

Note 10 - Litigation, page F-23

25. Please supplementally clarify for us if the Private Company is
liable for half of the settlement pursuant to the agreement with
the
State of New York or pursuant to a separate agreement between you
and
the Private Company.  Also, tell us what consideration was given
to
restitution payable to consumers and the amount.  Revise your
disclosure in future filings as appropriate.

Item 15.  (a)(2)  Financial Statement Schedules

26. In future filings, please provide Schedule II - Valuation and
Qualifying Accounts as required by Rules 5-04(c) and 12-09 of
Regulation S-X.

      FORM 10-Q FOR THE QUARTER ENDED NOVEMBER 27, 2004

General

27. Where applicable, please address the above comments in your
interim financial statements.

General

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filing reviewed by the staff to be
certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosures in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in connection with our review of your filings
or
in response to our comments on your filings.

Please send us your response to our comments within ten days from
the
date of this letter.  You should provide a cover letter keying
your
response to our comments, and provide the requested supplementary
information, if any.  Where our comment requests you to revise
future
filings, we would expect that information to be included in your
next
filing.  If you believe complying with a comment is not
appropriate,
please tell us why in your letter. Your supplemental response
should
be submitted in electronic form on EDGAR as a correspondence file.
Refer to Rule 101 (a) of Regulation S-T.

If you have any questions regarding our comments, please direct
them
to Milwood Hobbs at (202) 942-2846 or Donna Di Silvio at (202)
942-
1852, or in their absence, to the undersigned at (202) 942-1885.
Any
other questions regarding disclosure issues maybe directed to H.
Christopher Owings at (202) 942-1900.

							Sincerely,

							James Allegretto
							Senior Assistant Chief
Accountant

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Mr. Harley J. Greenfield
Jennifer Convertibles, Inc.
February 11, 2005
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