SecProbe.io

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Mail Stop 3561

									December 30, 2005

Ms. Kathleen Mason
Chief Executive Officer
Tuesday Morning Corporation
6250 LBJ Freeway
Dallas, TX 75240

      Re:	Tuesday Morning Corporation
      Form 10-K for the Fiscal Year Ended December 31, 2004
      Filed March 9, 2005
      File No. 0-19658

Dear Ms. Mason:

      We have reviewed your 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 documents.  Where indicated, we think you should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please provide a
written
response to our comments.  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.

Form 10-K for the Fiscal Year Ended December 31, 2004

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Critical Accounting Policies and Estimates, page 21

1. In future filings, please revise your discussion of critical
accounting policies to focus on the assumptions and uncertainties
that underlie your critical accounting estimates.  Please also
provide an analysis of the sensitivity of reported results to
changes
in your assumptions, judgments and estimates, including the
likelihood of obtaining materially different results if different
assumptions were applied.  Please see SEC Release No. 33-8350.

Results of Operations, page 22

2. Where you identify intermediate causes of changes in your
operating results, also describe the reasons underlying the
intermediate causes.  For example, you indicate that the increase
in
revenues from fiscal year 2002 to 2003 was partially due to a 2.9%
increase in comparable store sales.  Please explain in reasonable
detail the reasons why comparable store sales increased, including
the factors that caused the increase in comparable store
transactions
and average annual sales per store.  See SEC Release No. 33-8350.

3. Where you describe more than one business reason for a
significant
change in a financial statement line item between periods, please
quantify, where possible, the incremental impact of each
individual
business reason on the overall change.  In doing so, please
quantify
in dollars:

* changes in comparable store sales and non-comparable store sales
within your analysis and discussions of net sales;

* changes in material cost of sales expenses, such as merchandise
and
distribution costs, within your analysis and discussions of gross
profit; and

* changes in material selling, general and administrative
expenses,
such as labor, occupancy, and advertising costs, within your
analysis
and discussions of selling, general and administrative expenses.

Please refer to Item 303(a) of Regulation S-K and SEC Release No.
33-
8350.

4. We note that you disclose on page 24 the per-share impact of
certain material and/or infrequently occurring items, including
the
redemption premium and non-cash write-off of unamortized financing
costs.  Please tell us why you believe you are permitted to
include
this non-GAAP measure in your filing considering Question 11 of
the
SEC`s Frequently Asked Questions Regarding the Use of Non-GAAP
Financial Measures, available on our website at www.sec.gov.  If
you
believe inclusion of this measure in your filing is appropriate,
please explain how the measure is used by management and in what
way
it provides meaningful information to investors.  Also, ensure you
provide a reconciliation of the measure to the GAAP EPS figure.

Disclosure Control and Procedures, page 29

5. We note your disclosure that your management, including your
principal executive and financial officers, concluded that your
disclosure controls and procedures were effective in ensuring that
material information required to be disclosed in your filing was
recorded, processed, summarized, and reported within the time
periods
specified in the SEC`s rules and forms.  Revise to clarify, if
true,
that your officers concluded that your disclosure controls and
procedures are also effective to ensure that information required
to
be disclosed in the reports that you file or submit under the
Exchange Act is accumulated and communicated to your management,
including, your principal executive and financial officers, to
allow
timely decisions regarding required disclosure.  See Exchange Act
Rule 13a-15(e).

Report of Independent Registered Public Accounting Firm, page F-2

6. Please file a revised audit report that refers to the standards
as
opposed to "auditing standards" of the Public Company Accounting
Oversight Board (United States).  Please refer to Commission
Release
34-49707 dated May 14, 2004 and PCAOB Release 2003-025
(particularly
Section B.2) issued December 17, 2003.  The amendment should set
forth the entire text of Item 15 and the certifications required
by
Rule 13a-14(a) and Rule 13a-14(b) of the Exchange Act.

Form 10-Q for the Fiscal Quarter Ended September 30, 2005

Notes to Consolidated Financial Statements, page 7

7. We note your disclosure on page 7 regarding the correction of a
lease accounting error and that the cumulative effect of the error
was recorded in the first quarter of 2005.  Please tell us when
(the
date) and how you detected the error.  Please also tell us your
basis
for recording the cumulative effect of the error in income during
the
first quarter rather than reporting the error as a prior period
adjustment in accordance with paragraph 38 of APB 20 and paragraph
18
of APB 9.  In particular, please provide us with your qualitative
and
quantitative assessment of materiality for the related quarterly
and
annual periods presented in your Form 10-Q for the quarterly
period
ending March 31, 2005 and the previous Form 10-K which supports
your
conclusion that these adjustments are not material to your
historical
financial statements.  In your response, please provide a table
showing the previously reported and "as adjusted" amounts.  Refer
to
SAB Topics 5:F and 1:M.  Please also confirm that, with the
exception
of the disclosed rent holiday error, you have always been in
compliance with the remaining lease accounting guidance set forth
in
the February 7, 2005 letter from the Office of the Chief
Accountant.

Form 8-K filed July 21, 2005

8. We note that you disclose net income and diluted earnings per
share excluding the lease accounting error adjustment recorded in
the
first quarter of 2005.  We also note that similar disclosure is
included in your Forms 8-K filed on April 21, 2005 and December
22,
2005.  As required by SEC Release No. 33-8176, please disclose the
following information in future filings:

* the reasons why management believes that presentation of the
non-
GAAP financial measures provide useful information to investors
regarding your financial condition and results of operations; and

* to the extent material, the additional purposes, if any, for
which
management uses the non-GAAP financial measures that are not
otherwise disclosed.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

      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 Andrew Blume (Staff Accountant) at (202)
551-
3254 if you have questions regarding the comments on the financial
statements and related matters.  Please contact me at (202) 551-
3716
with any other questions.

								Sincerely,

						William Choi
									Accounting Branch
Chief

Ms. Kathleen Mason
Tuesday Morning Corporation
December 30, 2005
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