SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                   JENNIFER CONVERTIBLES, INC.
                    419 CROSSWAYS PARK DRIVE
                       WOODBURY,  NY 11797
                          516-496-1900

March 10, 2005

Mr. James Allegretto
Senior Assistant Chief Accountant
United States Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C.  20549

     Re:  Jennifer Convertibles, Inc.
          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. Allegretto:

The following are your comments and our responses to your comment
letter to us dated February 11, 2005.  We hope that you find our
responses sufficient and we look forward to resolving any issues
that you may have.

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

Consolidated Financial Statements

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.

     In future filings, the Company will include 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.

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.

     In future filings the Company will revise Item 6 (Selected
     Data) to include the number of new openings and closings and
     reconciling the beginning total to the total currently
     consolidated at the end of each period presented.

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

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 by 5.7% and revenue from service contracts
     increased 9.8%, but indicate that the economic softness and
     poor weather conditions during fiscal 2003 caused the
     increase.  Supplementally please advise us of the reasons

<PAGE>

     for your increased results in fiscal 2004 and revise future
     filings accordingly quantifying the dollars and 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 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.

     During fiscal 2003, the Company's sales were negatively
     impacted by poor weather conditions especially during its
     President's Day Sales.  This holiday typically represents
     the Company's biggest sales period.  The poor weather was so
     severe that most of the Company's stores in the Northeast
     were closed for an extended period.   In fiscal 2004, the
     weather was not as poor and as a result the Company did not
     lose sales revenues during that critical period.

     In future filings, the Company will try to quantify the
     dollars and impact of each component of the changes in
     results to the extent possible.  Also in future filings, the
     Company will discuss the impact of new stores on the
     Company's net sales and gross profit.

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.

     In future filings, the Company will include the following
     revised disclosure: "Same store sales (sales at those stores
     open for the entire fiscal year in the current and prior
     period) increased 1.3% for the fiscal year ended August 28,
     2004, compared to the fiscal year ended August 30, 2003.
     Not included in same store sales are four stores that were
     relocated in the fiscal year ended August 28, 2004.  These
     four relocated stores did not have a material change in
     square footage compared to the those stores they replaced.
     Also, we did not expand or decrease our square footage in
     any of our existing stores during fiscal year ended August
     28, 2004."

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.

     In future filings, the Company will quantify in dollars the
     reasons provided for the overall change in cost of sales and
     selling, general and administrative expenses from period to
     period and disclose if these trends are expected to continue
     in future periods.

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.

                                    2
<PAGE>

    The furniture industry has experienced a significant change
    in source of supply, from Europe and the United States to
    China, which has resulted in a reduction in unit prices for
    customers, which impacts revenues. The Company experienced
    various delays effectuating its new supply chain that had
    been moved from Italy to China. This impacted the Company's
    margins and impeded additional sales growth.  The supply
    chain is now in place and the Company believes it has a clear
    marketing strategy that will capitalize on this supply chain
    shift.  The Company believes it's on the correct path to
    return to profitability.

    Additionally the Company will benefit from an Amendment to
    the Interim Operating Agreement with the Private Company
    whereby the Private Company has waived all shortfall
    payments due from the Company under the Agreement commencing
    January 2005 through the end of fiscal 2007.  That payment
    amounted to $1,201,000 in fiscal 2004.  The Amendment also
    eliminates the royalty payment of $400,000 commencing
    January 2005 running until court approval of the Settlement
    Agreement between the Private Company and the Company. The
    combined amount was equivalent to half of the operating loss
    in the fiscal year ended August 28, 2004.

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.

     The Company does not have any purchase obligations with any
     of our suppliers.

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.

    The $1.113 million is not included in the line item,
     "Operating leases for retail stores, shuttle warehouses and
     executive office" as it is the direct obligation of the
     Private Company.  The Company reimburses the Private Company
     for such amount as per the terms of the Interim Operating
     Agreement.  However, as per footnote 4, there are four
     additional warehouse lease obligations that are included in
     "Operating leases for retail stores, shuttle warehouses and
     executive office" (i.e. not included in the $1.113 million).
     Two of the four warehouse leases are paid by the Private
     Company and reimbursed by the Company.  The other two
     warehouse leases are paid directly by the Company.

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-K1.

     The Company does not have any off-balance sheet
     arrangements.

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.

     The significant rights, privileges and preferences relating
     to Series A and Series B Convertibles Preferred Stock are
     disclosed in Notes 6 and 10 respectively to the Consolidated
     Financial Statements.

                                  3
<PAGE>

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.

     Accounting standards issued during the fiscal year ended
     August 28, 2004 applicable to the Company did not have any
     impact on the Company's Consolidated Financial Statements.
     In future filings, the Company will disclose newly issued
     standards and indicate their impact or lack thereof on the
     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 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.

     The Company receives a purchase price reduction from
     Klaussner in exchange for the Company assuming
     responsibility for and incurring any costs of warranty work
     that has to be performed on merchandise acquired from this
     vendor.  The price reduction relates to all purchases and is
     recorded as a reduction in the cost of the merchandise
     purchased, and is included in cost of sales upon sale of the
     merchandise.

     In addition to the price reduction, the Company also
     receives a price reduction from Klaussner on all of its
     purchases relating to how the merchandise is shipped to the
     Company.  Such credits are also recorded as reductions in
     the cost of the merchandise purchased, and are included in
     cost of sales upon sale of the merchandise.

     There is no consideration received for the purchase or
     promotion of the vendor's products, such as slotting fees,
     payments under buydown agreements, co-operative advertising
     fees, and other consideration.

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

     The Company includes the following line items in general and
     administrative expenses:

     Home office payroll
     Store payroll
     Payroll expenses
     Health insurance
     Corporate insurance
     Claims and deductibles
     Advertising expense (net of Private Company reimbursements)
     Royalties to the Private Company
     Purchase administration fee Private Company
     Customer service administration fee from Private Company
     Legal Fees
     Accounting Fees
     Computer Fees
     Consulting Fees

                                         4

<PAGE>
     Communication expense
     Heat, Light & Power
     Showroom and store supplies
     Security expense
     Cleaning/Sanitation
     Bank and payroll charges
     Repairs and maintenance
     Property taxes
     Licenses, permits and fees
     Sales tax discounts
     Office expense
     Travel expenses
     Meals and entertainment expenses
     American Stock Exchange Fees
     Board of Director Fees
     Credit card finance fees
     Private label card fees
     Check guarantee fees
     Public relation fees
     Stock transfer fees
     Miscellaneous expense
     Forfeited deposits
     Tax penalties

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.

     The Company closed two stores during fiscal 2004.  It is the
     Company's accounting policy to treat impairment of leasehold
     improvements and equipment related to store closings in
     accordance with Statement of Financial Accounting Standards
     No. 144, Accounting for the Impairment or Disposal of Long-
     Lived Assets. The Company provides for costs to terminate
     leases and employee termination benefits associated with
     store closings in accordance with Statement of Financial
     Accounting Standards No. 146, Accounting for Costs
     Associated with Exit or Disposal Activities. There were no
     termination costs incurred with respect to the stores closed
     in fiscal 2004.

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