SecProbe.io

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

July 8, 2005

Mr. Michael Moran
Accounting Branch Chief
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 February 26, 2005
          File No. 1-9681

Dear Mr. Moran:

The following are your comments and our responses to your comment
letter to us dated June 22, 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

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

1.   We have read your response to our comment 6 in our letter
     dated February 11, 2005 relating to the decrease in your
     working capital position during fiscal 2004 of more than $4
     million.  In response to our comment you state that your
     cash flows will be improved by the elimination of the
     shortfall payments which totaled $1.2 million in 2004 and
     the royalty payment of $400,000.  Please tell us and revise
     your disclosures in future filings to explain why you
     believe the elimination of previously required cash payments
     of $1.6 million provides you cash flows in 2005 that will be
     sufficient to fund operations.

     In future filings the Company will disclose the following:

     The Company believes that its supply chain from China 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, which should provide additional cash flow
     sufficient to fund operations.

     Also, the Company is in final negotiations to enter into a
     collateral agreement with our major supplier.  We believe
     that this agreement will be a tremendous benefit to our
     company.  This purchase credit facility will provide us
     with more extended payment terms from this supplier which
     can lead to about a $4M to $5M cash flow benefit to us,
     depending on the time of year.

2.   We have read your response to our comment 8 in our letter
     dated February 11, 2005.  The $1.113 million disclosed in
     footnote (1) appears to represent a contractual obligation
     for you to pay this amount to the Private Company.  Please
     revise your disclosures in future filings to include the

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     $1.113 million annual payment to the Private Company or
     provide us a further explanation as to the reason why you
     believe it is not appropriate to do so.

     In future filings, the Company will revise its disclosures
     to include any contractual obligations to the Private
     Company as it relates to warehouse leases, as long as they
     remain applicable.

Item 15.  Exhibits and Financial Statements

(a)(1)  Financial Statements

Notes to Consolidated Financial Statements
Note 2 Summary of Significant Accounting Policies, pages F-7 to F-11

General

3.   We note your response to our comment 12 in our letter dated
     February 11, 2005 regarding the types of allowances and
     credits you receive from vendors.  Please show us what your
     revised disclosures will look like in future filings.

     In future filings, the Company will include the following
     revised disclosure:

     Purchase allowances of $836 (2004), $1,162 (2003) and $1,447
     (2002) were obtained from Klaussner, which reduced cost of
     sales.  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.

4.   We note your response to our comment 13 in our letter dated
     February 11, 2005 relating to the types of amounts you include in
     the selling, general and administrative expense line item.
     Please show us what the revised disclosures will look like in
     future filings.

     The Company does not believe it is required to disclose the
     types and amounts of selling, general and administrative
     expenses in Notes to Consolidated Financial Statements.

5.   We note your response to comment 15 in our comment letter
     dated February 11, 2005.  Please confirm that you will disclose
     in future filings that you have no equity interest in the Private
     Company.  Refer to paragraph 4 of SFAS 57.

     In future filings, the Company will disclose that it has no
     equity interest in the Private Company.

Merchandise Inventory, page F-7

6.   Reference is made to your response to comment 17 in our
     comment letter dated February 11, 2005.  Based on the
     information provided in your response, please revise your
     disclosures on page F-15 to clarify that you own all
     inventory on hand since special order materials are recorded
     upon receipt until transferred to the Private Company.

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     In future filings, the Company will revise its disclosure as
     follows:

     Transactions with the Private Company:

     The Company purchased merchandise for itself, the LPs, the
     Unconsolidated Licensees and the Private Company.  During
     the fiscal years ended August 28, 2004, August 30, 2003 and
     August 31, 2002, approximately $10,978, $10,232 and $11,537,
     respectively, of inventory at cost was purchased by the
     Private Company and the Unconsolidated Licensees through the
     Company.  These transactions are not reflected in the
     consolidated statements of operations of the Company and do
     not impact the Company's earnings.  The Company receives the
     benefit of any vendor discounts and allowances in respect of
     merchandise purchased by the Company on behalf of the LPs
     and certain other licensees.  The Private Company receives
     the benefit of any discounts refunded or credited by
     suppliers in respect of merchandise purchased by the Private
     Company through the Company.  Except for "special orders"
     representing goods with fabric specially ordered by a
     customer of a Private Company store, which are transferred
     to the Private Company when the merchandise is received by
     the Company at its warehouse, the Company maintains title to
     inventory purchased on behalf of the Private Company until
     the Private Company sells it.  The Company is solely
     responsible for payment to the merchandise vendors.

     The Company acknowledge that (i) it is responsible for the
     adequacy and accuracy of the disclosures in its Annual
     Report on Form 10-K for the year ended August 28, 2004 and
     its Form 10-Q for the quarter ended November 27, 2004; (ii)
     the staff comments or changes in response to staff comments
     do not foreclose the Commission from taking any action with
     respect to the filing; and (iii) it will not assert this
     action as a defense in any proceedings initiated by the
     Commission or any person under the federal securities laws
     of the United States.

     Should you have any questions, please do not hesitate to
     contact us.

     Sincerely,
     JENNIFER CONVERTIBLES, INC.

     By: /s/ Harley J. Greenfield

     Harley J. Greenfield
     Chairman of the Board and Chief Executive Officer

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