SecProbe.io

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Mail Stop 3561

									September 12, 2005

Mr. Marcello Bottoli
President and Chief Executive Officer
Samsonite Corporation
11200 East 45th Avenue
Denver, CO 80239

      RE:	Samsonite Corporation
      Form 10-K for the Fiscal Year Ended January 31, 2005
      Filed April 29, 2005
      File No. 0-23214

Dear Mr. Bottoli:

      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.  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 January 31, 2005

General

1. Where a comment below requests additional disclosures or other
revisions to be made, these revisions should be included in your
future filings, as applicable.

Management`s Discussion and Analysis of Financial Condition and
Results of Operation, page 17

2. Where you describe two or more business reasons that
contributed
to a material change in a financial statement line item between
periods, please quantify, where possible, the extent to which each
change contributed to the overall change in that line item.  For
example, with respect to the change in sales of your European,
Americas, and Asian operations from fiscal year 2004 to 2005,
please
quantify the extent to which the changes are attributable to the
various contributing factors.  See Item 303(a) of Regulation S-K
and
SEC Release No. 33-8350.
3. Please disclose how you calculate the change in same store
sales
from period to period. Specifically, discuss how relocated and
remodeled stores as well as stores that were closed during the
period
impact your calculation.

Off-Balance Sheet Financing and Other Matters, page 26

4. Please revise footnote (b) to the table to clearly indicate the
types of obligations included within the referenced line item.
Please also tell us and disclose why this balance is less than the
"Other non-current liabilities" balance sheet line item.

Critical Accounting Policies, page 27

5. We note your disclosure of an incremental obsolescence
provision
of approximately $3.9 million taken in the fourth quarter of 2005
for
excess inventories.  Please expand your discussion in MD&A and in
the
notes to your financial statements to disclose the reasons for the
provision and whether additional provisions are likely in the
future.

(1) Summary of Significant Accounting Policies, page F-7

6. You disclose that you have reclassified commissions paid to
department stores for your shop-in-shop operations throughout Asia
to
selling, general, and administrative expenses from sales.  We
assume
that you reclassified the commissions based upon a determination
that
the revenues meet the gross presentation criteria of EITF 99-19.
If
our understanding is correct, please explain how you determined
gross
reporting was appropriate given that you had previously determined
that net presentation was appropriate.  If our understanding is
incorrect, please tell us why the reclassifications were
necessary.

7. You disclose that your wholesale product sales are recognized
at
the time of shipment.  Please disclose in your revenue recognition
policy whether your stated shipping terms are FOB shipping point
or
FOB destination pursuant to your sales agreements with customers.
In
addition, please tell us whether your sales agreements contain
right
of inspection or acceptance provisions.  If your sales agreements
are
silent as to when title passes, please tell us why sales
recognition
is appropriate upon shipment, rather than upon delivery to and
acceptance by the customer.  Even if your sales agreements state
that
title passes upon shipment, customer acceptance provisions or a
history of your replacing goods damaged or lost in transit may
also
make the recognition of revenue upon delivery to and acceptance by
the customer more appropriate.  Revise or advise.  See the
Interpretive Response to Question 3 of SAB Topic 13:A, which
addresses this issue by analogy.

8. Please disclose the types of expenses that you include in the
cost
of goods sold line item and the types of expenses that you include
in
the selling, general and administrative expense line item.  In
doing
so, please disclose specifically whether you include inbound
freight
charges, purchasing and receiving costs, inspection costs,
warehousing costs, internal transfer costs, and the other costs of
your distribution network in cost of goods sold.  If you currently
exclude a significant portion of these costs from cost of goods
sold,
please provide cautionary disclosure in MD&A that your gross
margins
may not be comparable to others, since some entities include the
costs related to their distribution network in cost of goods sold
and
others like you exclude all or a portion of them from gross
margin,
including them instead in a line item such as selling, general and
administrative expenses.  To the extent it would be material to an
investor`s ability to compare your operating results to others in
your industry, you should quantify in MD&A the amount of these
costs
excluded from cost of goods sold.

9. Please tell us the nature and terms of any incentives you offer
to
customers, including discounts, coupons, rebates, cooperative
advertising, or free products.  Please also disclose your
accounting
policy for these types of arrangements, including the statement of
operations line item in which each type of arrangement is
included.
For each expense line item that includes these types of
arrangements,
please disclose the related amounts included in that line item.
For
each type of arrangement treated as an expense rather than as a
reduction of revenues, such as your cooperative advertising costs,
please tell us how this type of arrangement meets the requirements
in
EITF 01-09.  Please confirm that you will disclose in future
filings
the dollar amount of cooperative advertising allowances classified
as
selling, general & administrative expense in each period
presented.

(2) Refinancing, Recapitalization and Convertible Preferred Stock,
page F-11

10. We note that you issued 100 million Euros of senior floating
rate
notes and $205 million of 8 7/8% senior subordinated notes in
order
to refinance your 10 3/4% senior subordinated notes.  Citing
relevant
accounting guidance, such as APB 26, FTB 80-1, or EITF 96-19,
please
tell us how you accounted for the debt settlement transactions.
It
appears that you incurred losses on these transactions and
recorded
them in other income (expense) as part of the redemption premium
and
expenses line item in footnote 16.  Please confirm if our
understanding is correct and tell us how the loss amounts were
calculated.  Also tell us whether the holders of the new senior
subordinated notes were the same as those of the extinguished
notes.

11. We note that in fiscal 2004, you exchanged 13 7/8% senior
redeemable preferred stock for new 8% convertible preferred stock,
common shares, and common warrants.  Citing relevant accounting
guidance, please provide us with a detailed explanation of your
accounting treatment for this exchange.  In your response,
specifically:

* Tell us whether you recognized a gain or loss on the exchange
and,
if so, describe how that gain or loss was calculated and where it
was
recorded in your financial statements.  Please ensure your
response
addresses how you valued the consideration given for the
redeemable
preferred stock and whether the original preferred stock was
convertible into common stock.  Please also tell us how the gain
or
loss impacted your EPS computations.  Refer to EITF Topic D-42.
Provide us with the specific guidance you used in arriving at your
conclusions;

* Explain how you considered the conversion feature of the new
preferred shares.  Explain how you applied paragraph 12 of SFAS
133
in determining whether or not the conversion feature was an
embedded
derivative.  Assuming SFAS 133 does not apply, please tell us how
you
accounted for the conversion feature under EITF 98-5 and/or EITF
00-
27, as it appears the conversion option may have been in-the-money
on
the date of the exchange transaction.  Provide us with your
calculation of the effective conversion price for the convertible
preferred stock issuance and the related accounting treatment.

Your disclosures in future filings should be revised to include a
summary of the requested information.

(3) Asset Impairment and Provision for Restructuring Operations,
page
F-12

12. Please revise your disclosure in future filings to further
detail
the facts and circumstances leading to your restructuring
activities
and the expected completion dates of those activities.  See
paragraph
20 of SFAS 146.  Please also provide all of the disclosures
required
by paragraphs 26 and 47 of SFAS 144, as applicable, for each of
your
material asset impairment charges.  The revised disclosure should
include a reasonably detailed discussion of the facts and
circumstances that gave rise to the charges as well as any
impairment
indicators that existed at the time of recording the charges.  In
regards to your asset impairments, please revise footnote (1)(g)
to
clearly indicate how you determine the fair value of your long-
lived
assets.

13. Please also expand MD&A to disclose the likely effects on
future
results of operations and cash flows resulting from your
restructuring activities.  Your disclosure should discuss how your
increasing dependence on outsourced manufacturing is expected to
impact your gross margins and depreciation expense.

(10) Long-term Obligations, page F-16

14. Please tell us and disclose in future filings if you were in
compliance with all debt covenants as of fiscal year-end.

15. Please disclose a general description of your leasing
arrangements, including the existence of renewal or purchase
options
and escalation clauses.  See paragraph 16d. of SFAS 13.

(16) Other Income (Expense) - Net, page F-28

16. Please tell us your basis for classifying foreign currency
transactions gains and losses as non-operating items on your
statements of operations.  Unless Rule 5-03.7 of Regulation S-X
expressly permits classification of an item as non-operating, the
presumption is that the item should be classified as an operating
item.  Thus, absent compelling evidence that income and losses on
your foreign currency transactions are unrelated to transactions
made
during the ordinary course of your operations, we believe that the
gains and losses should be classified in operating income.  Please
revise your future filings accordingly or otherwise tell us why
you
believe your current presentation is appropriate.

17. We note that you classify the write-off of deferred financing
costs and bank loan amendment fees in other income (expense).
Please
tell us how you determined these amounts should not be included in
the interest expense line item on your statements of operations.
Please revise your future filings accordingly or otherwise tell us
why you believe your current presentation is appropriate.

Schedule II - Valuation and Qualifying Accounts, page F-32

18. Based on the nature of your business, we would expect your
Valuation and Qualifying Accounts schedule to include the activity
in
your allowance for sales returns, if material.  Please either
revise
to include this account in your schedule or otherwise tell us why
disclosure of the activity in this account is not required.  See
Rules 5-04 and 12-09 of Regulation S-X.

Form 8-K filed June 8, 2005

19. It appears that you are presenting Adjusted EBITDA as both a
non-
GAAP measure of performance and liquidity.  This non-GAAP measure
is
subject to the prohibitions in Item 10(e) of Regulation S-K.  Item
10(e)(1)(ii)(A) prohibits adjusting a non-GAAP liquidity measure
to
remove liabilities that required or will require cash settlement.
It appears that the manner in which you calculate Adjusted EBITDA
violates this prohibition.    In addition, your calculation of
Adjusted EBITDA eliminates items of a recurring nature which is
also
prohibited.   Please refer to Item 10(e)(1)(ii)(B) of Regulation
S-K
and Questions 8, 9, and 15 of the Staff`s Frequently Asked
Questions
Regarding the Use of Non-GAAP Financial Measures (the non-GAAP
FAQ)
and justify for us your presentation of this measure.  Please note
that Question 15 requires you to reconcile the non-GAAP measure to
net income.  To the extent you are able to justify including this
non-GAAP performance measure in your future filings, please ensure
you revise your disclosures to include each of the disclosures
listed
in the bullet points of Question 8 of the non-GAAP FAQ.  Your
current
disclosure that the measure provides useful information regarding
your ability to incur and service debt is not sufficient in this
regard.  Show us how the revised disclosures will read.

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter 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 responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include 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

Mr. Marcello Bottoli
Samsonite Corporation
September 12, 2005
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