SecProbe.io

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

Mail Stop 3561

									July 22, 2005

Via US Mail and Facsimile

Mr. Pier Francesco Facchini
Chief Financial Officer
Via Villa Minelli 1
31050 Ponzano Veneto
TV, Italy

		Re:	Benetton Group S.p.A.
			Form 20-F for the fiscal year ended December 31,
2004
			File No. 001-10230

Dear Mr. Facchini:

      We have reviewed the above referenced filing and have the
following comments.  We have limited our review to only your
financial statements and related disclosures and do not intend to
expand our review to other portions of your document.  Where
indicated, we think you should revise your documents in response
to
these comments in future filings.  If you disagree, we will
consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

 Mr. Pier Francesco Facchini
Benetton Group S.p.A.
July 22, 2005
Page 2

Form 20-F for the fiscal year ended December 31, 2004

Part I
Item 3:  Key Information
Selected Financial Data

1. Please revise your reconciliation of operating income to
Adjusted
EBITDA to reconcile the non-GAAP measure to net income as
presented
in the statements of operations under GAAP.  Refer to Item 10(e)
of
Regulation S-K and Frequently Asked Questions Regarding the Use of
Non-GAAP Financial Measures available on our website at
www.sec.gov/divisions/corpfin/faqs/nongaapfaq.htm.  Show us what
your
disclosure will look like revised in future filings in your
response
letter.

Part III
Item 17:  Financial Statements
Note 30. Reconciliation of Italian GAAP to U.S. GAAP
(b) Transaction between entities under common control

2. We note your disclosure that under U.S. GAAP transactions
between
entities under common control should not result in gains or
losses,
or increases in asset carrying values.  When accounting for a
transfer of assets or exchange of shares between entities under
common control, the entity receiving the net assets or equity
interests shall initially recognize the assets and liabilities
transferred at their carrying amounts however the purchase method
of
accounting shall be used if the effect of the transaction is the
acquisition of all or a part of the non-controlling equity
interests
in a subsidiary.  Please refer to paragraphs D12 and D13 of SFAS
141.
In this regard, please tell us if all of your purchases from
Edizione
or affiliates were entities 100% owned by Edizione.  If not, tell
us
what consideration you gave to the acquisition of the non-
controlling
interests in your purchases and the impact on the reconciliations
to
U.S. GAAP.

*	*	*	*

      Please send us your response to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter keying your responses to our
comments
and provide any requested supplemental information.  Please file
your
response letter on EDGAR as a correspondence file.  Please
understand
that we may have additional comments after reviewing your
responses
to our comments.

 Mr. Pier Francesco Facchini
Benetton Group S.p.A.
July 22, 2005
Page 3

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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
disclosure 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 staff comments 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 our review of your filing or in
response to our comments on your filing.

      You may contact Donna Di Silvio at (202) 551-3202 or, in her
absence, the undersigned at (202) 551-3841 with any other
questions.

Sincerely,

Michael Moran
Branch Chief

</TEXT>
</DOCUMENT>