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    Signet
Jewelers Limited

    Clarendon
House

    2 Church
Street

    Hamilton
HM11

    Bermuda

    January
22, 2010

    VIA EDGAR
Correspondence

    Brigitte
Lippmann

    Division
of Corporation Finance

    U.S.
Securities and Exchange Commission

    100 F
St., NE

    Washington,
DC 20549

              Re:

              Signet
      Jewelers Limited

              Form
      20-F for the Year Ended January 31,
2009

              Filed
      April 1, 2009

              File No.
      001-32349

    Dear Ms.
Lippmann:

    This
letter responds to comments of the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) contained in a letter to Signet Jewelers
Limited (the “Company”), dated December 23, 2009 (the “Comment Letter”), related
to the Form 20-F (the “Form 20-F”) for the fiscal year ended January 31, 2009,
which was filed on April 1, 2009.  Set forth below in bold are each of
the comments in the Staff’s letter.  Immediately following each of the
Staff’s comments is the Company’s response to that comment, including where
applicable, example language that we propose to incorporate into prospective
filings with the Commission in response to the Staff’s comment.  For
your convenience, each of the numbered paragraphs below corresponds to the
numbered comment in the Comment Letter and includes the caption used in the
Comment Letter.

    General

              1.

              We
      note your disclosure of the following non-GAAP measures in Items 1 through
      5 of Form 20-F:

              a.

              Net
      debt to shareholders equity (“Gearing”), excluding goodwill (disclosed on
      pages 5, 54, and 57);

              b.

              Return
      on capital employed (“ROCE”), excluding goodwill (disclosed on page
      5);

              c.

              Fixed
      charge cover and amended fixed charge cover (disclosed on pages 5 and
      54);

              d.

              Decrease
      in net debt excluding exchange adjustments and issue or purchase of common
      shares (disclosed on page 57);

              e.

              Net
      debt to earnings before interest, taxes, depreciation and amortization
      (disclosed on page 54);

                f.

                Sales,
      operating income, operating income margin, pretax income, net income, and
      earnings per share adjusted for the individual and/or combined impact of
      exchange rate changes, goodwill impairment and relisting costs (disclosed
      on various pages throughout Item 5.A.).

    In
future filings, each time a non-GAAP measure is presented, please clearly
identify the measure as a non-GAAP measure.  Also disclose the
following with respect to each non-GAAP measure presented:  1) the
reasons why you believe the presentation of the non-GAAP financial measures
provides useful information to investors regarding your financial condition and
results of operations; and 2) the additional purposes, if any, for which you use
the non-GAAP measures.  Refer to Item 10(e)(1)(i)(C)-(D) of Regulation
S-K.  Such disclosures should be repeated or cross-referenced each
time the non-GAAP measure is presented.  If you believe these
disclosures are not required, please provide us support for your
position.

    Response:

    In future
filings, each time a non-GAAP measure is presented the Company will identify it
as a non-GAAP measure. In accordance with Regulation S-K item
10(e)(1)(i)(C)-(D), for each non-GAAP measure presented the Company will
disclose: 1) the reasons why it is believed that the non-GAAP financial measure
provides useful information to investors regarding the financial condition and
results of operations; and 2) the additional purposes, if any, for which the
non-GAAP measure is used. This will be cross-referenced or repeated each time
the non-GAAP measure is presented.

    Future
filings will contain the following disclosure (to the extent that non-GAAP
measures are used):

    (a)   Net debt
to shareholders equity (“Gearing”), excluding goodwill: “Net debt is the total
of loans, overdrafts and long term debt less cash and cash equivalents. The
Company considers that the ratio of net debt to shareholders equity excluding
goodwill is a useful measure for understanding the financial leverage of the
business on a consistent basis.  This ratio is considered helpful for
investors considering the competitive nature of the jewelry market and the
current economic environment.”

    (b)   Return on
capital employed (“ROCE”) excluding goodwill: “ROCE is calculated by dividing
the annual operating income by the average monthly capital employed excluding
goodwill for that year, expressed as a percentage. Capital employed includes
other intangible assets, property, plant and equipment, other non-current
receivables, inventories, trade and other receivables; less trade and other
payables, deferred income and retirement benefit obligations. This is a key
performance indicator used by the Company for assessing the effective management
of the business and is considered a useful disclosure for investors as it
provides a measure of the return on the Group’s and the divisions’ operating
assets.”

    (c)   Fixed
charge cover and amended fixed charge cover and (e) Net debt before interest,
taxes, depreciation and amortization: “These non-GAAP measures are calculated
exactly in accordance with the Company’s debt covenants as defined in the
original and amended material Note Purchase and Facility Agreements. They are
reported to the US private placement holders and banks and need to be met in
order to maintain these funding facilities.

        2

      The
reporting of these measures provides an investor with an understanding of the
Company’s ability to meet these conditions.” Details of these conditions are
included in Item 5B and 10C of the Form 20-F.

    (d)   Decrease
in net debt excluding exchange adjustments, dividends, and issue or purchase of
common shares. The Company proposes to use this non-GAAP measure defining it as
“free cash-flow”: “Free cash flow is a non-GAAP measure defined as the net cash
provided by operating activities less net cash flows used in investing
activities.  The Company considers that this is helpful in
understanding how the business is generating cash from its operating and
investing activities. Free cash flow does not represent the residual cash flow
available for discretionary expenditure.”

       (f)    Sales, operating
income, operating income margin, pretax income, net income, and earnings per
share adjusted for the individual and/or combined impact of exchange rates,
goodwill impairment and relisting costs: “In fiscal 2009 the Group had the
following non-recurring costs included in operating income: $516.9 million for
impairment of goodwill; and $10.5 million of re-listing costs in respect of the
move in primary listing to the NYSE. The Company considers it useful to exclude
these costs and to eliminate the impact of changes in exchange rates to analyze
and explain changes and trends in the Group’s and divisions’ underlying
results.”

              2.

              Further
      to the preceding comment regarding non-GAAP measures, we also note your
      disclosure of “cash flows provided by operations” and “free cash inflow”
      in your discussion of liquidity and capital resources under Item
      5.B.  Please tell us how your disclosure of “cash flows provided
      by operations,” as computed and as titled, is consistent with the
      provisions of Item 10(e)(1)(ii)(A) – (E) of Regulation
      S-K.  Additionally, in future filings, please clearly identify
      each of these measures as non-GAAP measures of liquidity and provide all
      of the disclosures required by Item 10(e)(1)(i)(A) – (D) of Regulation
      S-K.  Please also consider whether cautionary disclosure
      regarding the material limitations of these measures should be
      provided.

    Response:

    Under
section 5B, the Company provided a summary of the consolidated statements of
cash flow that is fully disclosed on page 118. Sub-headings were used with the
“cash flows provided by operations” computed as the sum of “Net (loss)/income”
and “Adjustments to reconcile to cash flows provided by operations”. This
non-GAAP measure is used only on page 55 of the Form 20-F and the Company will
not use this term to describe this non-GAAP measure in future filings. As
indicated in response to Question 1 above, if the Company uses any non-GAAP
measure in future filings it will comply with the requirements of Item
10(e)(1)(ii)(A) – (E) of Regulation S-K.

    The
Company considers that a non-GAAP measure that presents a measure of “free cash
flow” is helpful in understanding how the business is generating cash from its
operating activities. This non-GAAP measure will be defined the first time it is
used in the document and the proposed future disclosure is provided in our
response to comment 1.(d). Cautionary disclosure regarding the material
limitations of this measure will be considered for future filings.

        3

    Item
4.  Information on the Company, page 12

    US
Credit Operations, page 26

              3.

              Please
      disclose under your credit portfolio statistics on page 28 the factors the
      company analyzes to determine bad
debt.

    Response:

    In future
filings the Company will include similar disclosures to those set out within the
notes to the financial statements on page 125, section (n). This states that the
Group calculates the allowance using a model that analyzes factors such as
delinquency rates, recovery rates and other portfolio data. The calculation is
reviewed by management to assess whether, based on economic events, additional
analyses are required to appropriately estimate losses inherent in the Company’s
portfolio.

    Item
5.  Operating and Financial Review and Prospects, page 40

              F.

              Contractual
      Obligations, page 62

              4.

              Please
      disclose in a note to the table of contractual obligations whether
      operating lease obligations include common area maintenance, utility and
      tax payments to which you are obligated.  Please also provide a
      context for the reader to understand the impact of such costs on your
      total operating lease obligations.  See Section IV.A and
      footnote 46 to the Commission’s Guidance Regarding Management’s Discussion
      and Analysis of Financial Condition and Results of Operations, SEC Release
      No. 33-8350, issued December 19, 2003 and available on our website at
      www.sec.gov.

    Response:

    The
disclosure of operating lease obligations on page 62 of the Company’s Form 20-F
does not include common area maintenance, utility and tax payments.

    In future
filings, the Company will insert a footnote to the table of contractual
obligations disclosing this fact and showing the approximate cost of common area
maintenance, utility and tax payments as a percentage of the total operating
lease obligations.

    The
footnote disclosure would read as follows:

    “Operating
lease obligations relate to minimum payments due under store lease
agreements.  Most store operating leases require the Company to pay
real estate taxes, insurance and common area maintenance fees.  Real
estate taxes, insurance and common area maintenance fees were approximately x%
of base rentals for the 52 weeks ended January 30, 2010.  Some
operating leases also require additional payments based on a percentage of
sales.”

    Legal
Proceedings, page 91

              5.

              Please
      disclose the date the proceedings commenced, and briefly describe the
      factual basis alleged to underlie the class action
    proceeding.

        4

    Response:

    Based on
conditions existing at the end of fiscal 2009 the Company would include the
following disclosure in future filings:

    “In March
2008, a class action lawsuit for an unspecified amount was filed against
Sterling Jewelers Inc, a subsidiary of Signet, in the U.S. District Court for
the Southern District of New York federal court by private plaintiffs alleging
that US store-level employment practices are discriminatory as to compensation
and promotional activities. On September 23, 2008, the US Equal Employment
Opportunities Commission (“EEOC”) filed a lawsuit against Sterling in the U.S.
District Court for the Western District of New York. The EEOC’s lawsuit alleges
that Sterling engaged in a pattern or practice of gender discrimination with
respect to pay and promotions of female retail store employees from January 1,
2003 to the present. The EEOC asserts claims for unspecified monetary relief and
non-monetary relief against the Company on behalf of a class of female employees
subjected to these alleged practices. The Group denies the allegations from both
parties and intends to defend them vigorously.”

    Item
10.  Additional Information, page 93

              C.

              Material
      Contracts, page 98

              6.

              In
      future filings, please define and briefly describe
  CREST.

    Response:

    In future
filings the Company will clarify that CREST is the name of a real-time
electronic settlement system used for UK and international shares and UK
government bonds allowing shareholders and bondholders to hold stock in
dematerialized or “book entry” form. CREST also allows international stocks to
be held in a local depository such as The Depository Trust Company and assists
in the payment of dividends. For more information on CREST, please see
www.euroclear.com.

    Item
18.  Financial Statements, page 114

    Consolidated
Statements of Cash Flows, page 118

              7.

              Please
      help us understand what the line item captioned “Effect of exchange rate
      changes on currency swaps” represents, and also explain how your
      presentation of this amount complies with SFAS
      95.  Additionally, clarify your accounting for the these
      currency swaps under SFAS 133, and tell us the related impacts on your
      consolidated statements of income and consolidated statements of other
      comprehensive income, as
applicable.

    Response:

    Foreign
currency contracts are used to minimize the Group’s exposure to foreign exchange
risk. These contracts include short-term cross currency swap contracts used to
swap pounds sterling cash into US dollars. These are not designated as cash flow
hedges under SFAS 133

        5

    and any
foreign exchange differences are taken directly to the income statement
accordingly. The principal value of the currency swaps at January 31, 2009 was
£7.5m and £106.3m at February 2, 2008. This is disclosed in note 18 on page
145.

    The Group
varies the level of these sterling denominated swaps during the year depending
on the level of sterling denominated inter-company and cash balances. The
objective is to minimize net foreign exchange exposure to the income statement
from these sterling denominated items. As a result, the net foreign exchange
movement for fiscal 2009 was not material and was reported as part of the $4.8m
gain disclosed within Other Operating Income on page 132.

    Although
the overall income statement exposure is not substantial, a cash outflow is
incurred on the maturing and subsequent renewal of the cross-currency swap
contracts. During fiscal 2009, when the exchange rate moved from $1.97 = £1 to
$1.45 = £1, this created a $49.6m cash out-flow which was significantly greater
than in previous years. As the loss on the currency swap does not fall within
the SFAS 95 definition of “Effect of exchange rate changes on cash and cash
equivalents”, and is a material item that relates to the integral operations of
the Group, it is disclosed within Operating act