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November 3, 2005

U.S. Securities and Exchange Commission

Attention: William Choi

Mail Stop 3561

Division of Corporation Finance

100 F Street N.E.

Washington, D.C.  20549

Re:          Samsonite Corporation

Form 10-K for the Fiscal Year Ended January 31,
2005

Filed April 29, 2005

File No. 0-23214

and

Form 8-K Filed June 8, 2005

Dear Mr. Choi:

This
letter responds to your letter dated October 20, 2005 relating to comments
of the staff of the Securities and Exchange Commission (the “Staff”) in
connection with the above-referenced filings of Samsonite Corporation
(the “Company”).

The
Company’s responses to the Staff’s comments follow the numbered comments
contained in the October 20, 2005 letter, which we have reproduced
below.  Where applicable, the pages or
sections of the applicable filing have been referenced.

Form 10-K for the Fiscal Year Ended January 31,
2005

Critical Accounting Policies. page 27

1.                                      We
have reviewed your response to comment 5 in our letter dated September 12,
2005 and continue to believe that you should discuss the $3.9 million inventory
obsolescence charge within the notes to your financial statements.  Although the charge did not significantly
impact gross margin percentage, the charge was material to your net loss for
the year ended January 31, 2005.
Please confirm that you will disclose the amount of and circumstances
surrounding this charge and any other similar material one-time charges in the
notes to your financial statements.

Company
Response:

As requested, the Company will disclose in the notes
to the fiscal 2006 consolidated financial statements the amount of and reasons
for the incremental charge of $3.9 million

in fiscal 2005 related to its efforts to reduce and
manage obsolete inventory.  In addition,
the Company will disclose any future similar material one-time charges in the
notes to the financial statements.

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

2.                                      We
have reviewed your response to comment 6 in our letter dated September 12,
2005.  Given the factors you identified
to conclude that gross presentation was more appropriate for your “shop-in-shop”
sales, please tell us the basis for initially recognizing these revenues on a
net basis.  Please also tell us whether
there were any changes in your “shop-in-shop” arrangements that prompted the
accounting change.  If the
reclassification was akin to a correction of an error, please confirm as such
in your response.

Company
Response:

There were no changes in the shop-in-shop operations
that prompted the accounting change and the corrections were akin to a
correction of an error.  We determined
that the amounts involved were not material to previously reported sales or
selling, general and administrative expense amounts and disclosed the amounts
and nature of the reclassifications in notes 1 and 17 to the financial
statements.  (The reclassification
resulted in an increase of 1.15%, 0.93%, and 1.12% of previously reported
consolidated revenues for the nine months ended October 31, 2004 and the
years ended January 31, 2004 and 2003, respectively.)  The reclassification to gross up sales and
selling, general and administrative expenses did not affect previously reported
operating income or net income (loss).
Additionally, it was important to correct the reporting for the current
and prior periods as the Company expects this type of selling arrangement to be
increasingly significant in the future as we add shop-in-shops to our
department store customers.

3.                                      We
have reviewed your response to comment 8 in our letter dated September 12,
2005, noting that you exclude freight-out from cost of goods sold.  Please disclose your policy for classifying
shipping and handling costs in the statements of operations.  If shipping and handling costs are
significant and are not classified in cost of goods sold, disclose the amount
of these costs and the line item(s) that include them.  See EITF 00-10.  In your response, please quantify the amounts
of warehousing and freight-out expenses included in selling, general and
administrative expenses for each of the historical periods presented.

Company
Response:

As requested, the Company will disclose its policy
for classifying shipping and handling costs in the statements of
operations.  In addition to disclosing
the amounts of warehousing costs in selling, general and administrative
expenses, the Company will also disclose the amounts of shipping and handling
costs included in selling, general and administrative expenses.  The Company advises the Staff that its
warehousing and shipping and handling costs for the historical periods
presented were approximately as follows:

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  Fiscal year ended January 31 (in thousands):

  2005

  2004

  2003

  Warehousing

  $

  27,552

  $

  24,047

  $

  21,678

  Shipping/handling

  $

  27,078

  $

  23,342

  $

  21,688

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

4.                                      We
have reviewed your response to comment 11 in our letter dated September 12,
2005, noting that the total value of the consideration given up was
substantially less than the carrying value of the 13 7/8% redeemable preferred
stock.  Please tell us the circumstances
that led to the exchange transaction and the reasons why the holders of the 13
7/8% preferred shares agreed to accept consideration considerably below the
carrying value of their shares.  Also
tell us in detail how you determined that May 1, 2003, as opposed to the July 31,2003
closing date, was the commitment date for all of your convertible preferred
stock issuances, as discussed in Issues 4 and 5 in EITF 00-27.  In this connection, we note that the market
price of your common stock increased $0.27/share between May 1, 2003 and July 31,
2003 and that you had not reached enforceable agreements with all involved
parties as of May 1,2003.  It
appears a beneficial conversion feature would have been applicable had you used
a July 31, 2003 commitment date.

Company
Response:

The holders of the 13 7/8% redeemable preferred stock (“Old Preferred
Stock”) agreed to accept consideration considerably below its carrying value
because the Company’s liquidity and going concern issues had caused the fair
value of the Old Preferred Stock to decrease substantially below its carrying
value.  The Company’s results of
operations and liquidity declined in the aftermath of the events of September 11,
2001.  In order to sustain its
operations, for several months prior to entering into the Recapitalization
Agreement the Company was pursuing investors to raise additional capital and
banks to renew its credit facility.  A
significant portion of the Company’s senior credit facility was maturing on June 24,
2003 and the Company did not have the ability to pay the amounts due absent
additional capital or a new senior credit facility.  Adding to the liquidity problems, as of September 15,
2003 the Company was required to begin paying cash dividends on the Old
Preferred Stock; prior to September 15, 2003 dividends were permitted to
be paid and were paid in the form of additional shares of preferred stock.  Because of these factors, the Company’s
auditors included a going concern reference in their opinion on the Company’s January 31,
2003 financial statements.

On May 1, 2003, the Company entered into the Recapitalization
Agreement with ACOF Management, LP (“Ares”) and two other investors who agreed
to purchase new preferred stock for total cash consideration of $106.0
million.  The Recapitalization Agreement
also gave the holders of the Old Preferred Stock the choice of exchanging their
holdings for either (i) a combination of the new 8% convertible preferred
stock and common stock

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or (ii) a combination of shares of common stock and common stock
purchase warrants.  Ares and its
affiliates were the second largest holders (approximately 20%) of Old Preferred
Stock and Ares agreed to exchange its Old Preferred Stock for common stock and
common stock purchase warrants in the Recapitalization.  At May 1, 2003, the Company had obtained
affirmative voting agreements signed by the holders of 50.9% of the outstanding
common stock and 63.4% (including Ares) of the Old Preferred Stock to approve
the Recapitalization.  As a result of
obtaining these voting agreements and because of the significant financial
disincentives not to close the Recapitalization discussed below, the necessary
votes to approve the Recapitalization were locked up and we believe the
requirements of paragraphs 16.a. and 16.b. of EITF 00-27 were satisfied.  On April 29, 2003, the Company obtained
a fairness opinion from a nationally recognized investment bank concluding that
the proposed recapitalization was fair to the Company and its stockholders and
the Company’s Board of Directors approved the proposed recapitalization.  The approval of the Company’s common and
preferred shareholders, the approval of the Board of Directors, the agreement
of Ares and the other investors to purchase the new preferred stock, the
agreement of 63.4% of the holders of Old Preferred Stock to exchange their Old
Preferred Stock for the new preferred stock or common stock, and the fairness
opinion of the investment bank were all based on the market price of the common
stock at May 1, 2003 of $0.42 per share.

Without the elimination of the Old Preferred Stock,
the infusion of additional equity into the Company, and the execution of a new
senior credit facility, the bankruptcy of the Company and a complete loss of
the value of the common equity were probable.
Additionally, it was probable that the holders of the Old Preferred
Stock, including Ares, would have also incurred a significant loss as a result
of a bankruptcy.  Given these facts and
circumstances, there was substantial financial disincentive for Ares and the
Company’s common and preferred shareholders not to complete the
Recapitalization,  and we believe the
selection of the commitment date of May 1, 2003 was appropriate under EITF
00-27 and EITF 98-5.

As the Staff notes, during the period from May 1,
2003 to July 31, 2003, the Company’s stock price increased from $0.42 to
$0.69 per share.  Since the increase in
the price occurred shortly after the announcement of the Recapitalization
Agreement, the Company believes the stock price increased because of the
pending closing of the Recapitalization.
Certain contingencies to the closing of the Recapitalization were
resolved during the period from May 1, 2003 to July 31, 2003.  Had the Company applied “beneficial
conversion” accounting based on the price of the stock at July 31, 2003 of
$0.69 per share, it would have recorded a discount on the new preferred stock
and a corresponding credit to additional paid-in capital of approximately
$102.8 million.  Since the new preferred
stock is perpetual with no stated redemption date, the discount would have been
amortized at the date of the issuance of the new preferred stock through
accumulated deficit.  To record the
issuance of the new preferred stock in this fashion would have resulted in a
deduction from net income to arrive at net loss to common stockholders in
fiscal 2003 for the supposed diminution in the equity value of the common
shareholders of $102.8 million without giving offsetting credit for the
increase in additional paid-in capital to the common stockholders due to the
elimination of the excess carrying value of the Old Preferred Stock when it was
exchanged for a more

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favorable preferred stock issuance and common
stock.  The Company does not believe this
beneficial conversion accounting for the issuance of the preferred stock in
isolation from the intertwined exchange transaction would appropriately account
for the substance of the Recapitalization taken as a whole.

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

5.                                      We
have reviewed your response to comment 16 in our letter dated September 12,
2005 and do not believe you have adequately supported your position that
foreign currency transaction gains and losses are properly excluded from
operating income.  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 tell us whether the
underlying transactions which generate your foreign currency transaction gains
and losses are transactions entered during the ordinary course of your
operations, for example, in buying and selling products.  If you continue to believe that your current
income statement classification is appropriate, please advise us in detail as
to the basis for your position.
Otherwise please tell us how you intend to revise your filings.

Company
Response:

The underlying transactions precedent to the
recording of income and losses on foreign currency transactions are made in the
ordinary course of business.  As
requested, the Company will reclassify gains or losses from foreign currency
transactions from Other Income (Expense) to operating income.

Form 8-K filed June 8, 2005

6.                                      We
have reviewed your response to comment 19 in our letter dated September 12,
2005.  Please provide us with an example
of the reconciliation you intend to provide in future filings.  We do not require that you populate the
sample reconciliation with any amounts.
A table that breaks out each potential line item will suffice.  Please ensure that each excluded item is
shown as a separate line item.

Company Response:

The following is an example of the reconciliation that the Company
intends to provide in future filings.
The example is based on the results for the three months ended April 30,
2005 and 2004.

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  Net income (loss) to common stockholders reconciled
  to Adjusted EBITDA

  Net income (loss) to common stockholders

  $

  —

  —

  Preferred
  stock dividends

  —

  —

  Interest
  expense and amortization of debt issue costs

  —

  —

  Interest
  income

  —

  —

  Other income
  (expense), net

  —

  —

  Income tax
  expense

  —

  —

  Minority
  interests in earnings of subsidiaries

  —

  —

  Depreciation
  expense

  —

  —

  Amortization
  of intangible assets

  —

  —

  Impairment
  of intangible assets

  —

  —

  Asset
  impairment

  —

  —

  Restructuring
  charges

  —

  —

  Former chief
  executive officer severance expense

  —

  —

  ERP project
  expense

  —

  —

  Stock
  compensation expense

  —

  —

  Realized
  gain (loss) on foreign currency forward contracts

  —

  —

  Adjusted
  EBITDA

  $

  —

  —

We appreciate the Staff’s efforts to
provide us with comments on our filing.
Please feel free to contact me at 303-373-6373 if you have questions or
require any additional information.

Sincerely,

  /s/ Richard H. Wiley

Richard H. Wiley

Chief Financial Officer

cc:           Andrew Blume, U.S.
Securities and Exchange Commission

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