SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
VIA FACSIMILE AND U.S. MAIL

October 3, 2005

Bruce H. Besanko
Chief Financial Officer
The Yankee Candle Company, Inc.
16 Yankee Candle Way
South Deerfield, Massachusetts 01373

	RE:	Form 10-K for Fiscal Year Ended January 1, 2005
      Forms 10-Q for Quarters Ended April 2 and July 2, 2005
      File No. 1-15023

Dear Mr. Besanko:

		We have reviewed these filings and have the following
comments.  If you disagree with a comment, 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 or may not 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 on 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 YEAR ENDED JANUARY 1, 2005

General

1. Where a comment below requests additional disclosures or other
revisions, please show us in your response what the revisions will
look like.  These revisions should be included in your future
filings,
including your interim filings where appropriate.

Item 6. Selected Financial Data, page 14

2. The measure you characterize as EBITDA is adjusted for items
other
than what its acronym suggests.  Please revise the measure that
you
present to adjust it only for what its acronym suggests or rename
the
measure.

3. You eliminate non-cash compensation from EBITDA and adjusted
EBITDA
for four of the five years presented in Selected Financial Data.
Please note that Item 10(e) of Regulation S-K prohibits adjusting
a
non-GAAP financial performance measure to eliminate or smooth
items
identified as non-recurring, infrequent or unusual, when the
nature of
the charge or gain is such that it is reasonably likely to recur
within two years or there was a similar charge or gain within the
prior two years.  Further, the response to question 8 in the June
13,
2003 FAQ regarding the use of non-GAAP financial measures
clarifies
that companies must meet the burden of demonstrating the
usefulness of
any measure that excludes recurring items, especially if the non-
GAAP
financial measure is used to evaluate performance.  Please revise
your
disclosure to demonstrate the usefulness of your non-GAAP
performance
measures EBITDA and adjusted EBITDA by discussing the following:

* the manner in which you use the non-GAAP measures to conduct or
evaluate your business;
* the economic substance behind your decision to use such
measures;
* the material limitations associated with use of the non-GAAP
financial measure as compared to net income;
* the manner in which you compensate for these limitations when
using
the non-GAAP financial measures; and
* the substantive reasons why you believe the non-GAAP financial
measures provide useful information to investors.

4. Please revise your disclosure to present your non-GAAP
measures,
EBITDA, adjusted EBITDA and adjusted EBITDA margin separately from
cash flow measures determined in accordance with GAAP by including
them under a heading such as Other Data, rather than Cash Flow
Data.

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 16

Fifty-Two Weeks Ended January 1, 2005 ("2004") Compared to Fifty-
Three
Weeks Ended January 3, 2004 ("2003"), page 18

5. Please discuss the business reasons for the changes between
periods
in the gross margin and selling expenses of both of your segments.
In
doing so, please disclose the amount of each significant change in
line items between periods and the business reasons for it. Where
there is more than one business reason for any change discussed in
MD&A, please attempt to quantify the incremental impact of each
individual business reason discussed.  Please show us what your
revised MD&A for 2004 as compared to 2003 will look like.  See
Item
303(a)(3) of Regulation S-K and Financial Reporting Codification
501.04.

6. You indicate that the primary factor contributing to the
decrease
in comparable store sales was a decline in retail traffic.  Please
disclose and tell us whether the decline in comparable store sales
is
a trend given that your comparable store sales have decreased in
each
of the last four fiscal years.  Please also disclose the potential
impact of a continued decrease in comparable store sales.

Sales, page 18

7. You indicate that a store first enters your comparable store
sales
base in the fourteenth month of operation.  Please disclose how
you
treat relocated stores or expansions in the square footage of
stores
in your comparable store sales computation, as well as stores that
were closed during the period.

Contractual Obligations, page 23

8. Please revise your table of contractual obligations to include
estimated interest payments on your debt.  Because the table is
aimed
at increasing transparency of cash flow, we believe these payments
should be included in the table.  Please also disclose any
assumptions
you made to derive these amounts.  At a minimum interest payments
should be disclosed in a note to the table.  Please refer to note
46
of SEC Release 33-8350.

Financial Statements

Statement of Cash Flows, page 33

9. Please explain to us how your netting of cash flows related to
borrowings and repayments under bank credit agreements meets the
requirements in paragraph 13 of SFAS 95 for netting.  Otherwise,
please present the gross changes in borrowings and repayments
under
bank credit agreements.

Note 2 - Summary of Significant Accounting Policies, page 34

10. Please disclose the types of expenses you include in the cost
of
sales line item and the types of expenses you include in the
selling
expenses and general and administrative expenses line items.  In
doing
so, please also disclose 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 the cost of sales line item.  If you currently exclude
a
portion of these costs from cost of sales, please disclose:

* In a footnote, the line items that these excluded costs are
included
in and the amounts included in each line item for each period
presented.

* In MD&A, that your gross margins may not be comparable to those
of
other entities, since some entities include all of the costs
related
to their distribution network in cost of sales and others like you
exclude a portion of them from gross profit, including them
instead in
another line item such as selling expenses or general and
administrative expenses.

Sales Recognition, page 34

11. You indicate that sales of merchandise are recognized when
risk of
loss has passed to customers.  Please tell us how you determine
that
risk of loss has passed to the customers.  Please disclose and
explain
situations where risk of loss does not transfer immediately.
Also,
please disclose whether your products are shipped FOB shipping
point
or FOB destination, if applicable.  Please also disclose the
certain
limited situations in which customers have to right to return
product.

Note 4 - Property, Plant and Equipment, page 39

12. You indicate that construction allowances were historically
reported as a reduction in the purchase of property and equipment
line
item in your statement of cash flows.  Please disclose and tell us
where the cash received for construction allowances is currently
reported on your statement of cash flows.

13. It is unclear why you have not presented the change in your
accounting for construction allowances as a correction of an error
in
accordance with APB 20.  Please tell us the amount of such
allowances
for each period presented and provide us with your materiality
assessment for all line items affected by the change in accounting
for
each period presented. Please also refer to the February 7, 2005
letter from Donald Nicolaisen, Chief Accountant of the SEC, to
Robert
Kueppers, Chairman of the Center for Public Company Audit Firms,
for
additional background information regarding the correction of
accounting for lease-related issues.

Note 9 - Provision for Income Taxes, page 42

14. Please separately disclose the amounts and expiration dates of
operating loss carryforwards, foreign tax credits and alternative
minimum tax credit carryforwards.  Please refer to paragraph 48 of
SFAS 109.

Note 12 - Stockholders` Equity, page 44

15. Please tell us how you accounted for the granting of 68,650
performance share awards, including how they are treated for basic
and
diluted earnings per share.  Please specify the accounting
literature
your relied on in determining the appropriate accounting.  Please
disclose your accounting policy for performance shares.

Note 14 - Segments of Enterprise and Related Information, page 46

16. Please disclose your revenues from external customers
attributed
to your country of domicile and attributed to all foreign
countries
and domestic and foreign long-lived assets as of the periods
presented.  See paragraph 38 of SFAS 131.

Item 9A. Controls and Procedures, page 49

17. We note that your chief executive officer and chief financial
officer concluded that your disclosure controls and procedures
"...were (1) designed to ensure that material information relating
to
us, including our consolidated subsidiaries, is made know to our
CEO
and CFO by others within those entities, particularly during the
period in which this report was being prepared..."  This is an
incomplete definition of disclosure controls and procedures per
Rules
13a-15(e) and 15d-15(e) of the Exchange Act.  Please revise your
disclosure to clarify, if true, that your officers concluded that
your
disclosure controls and procedures are effective to ensure that
information required to be disclosed by you in the reports that
you
file or submit under the Exchange Act is accumulated and
communicated
to your management, including your principal executive and
principal
financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required
disclosure.
Alternatively, simply state that your disclosure controls and
procedures are effective, or not effective, without providing any
part
of the definition of disclosure controls and procedures that is
included in Exchange Act Rules 13a-15(e) and 15d-15(e).  Please
note
that this comment also applies to your quarterly reports on Form
10-Q.

Item 15. Exhibits and Financial Statement Schedules, page 52

18. Please include a list of your subsidiaries in accordance with
Item
601(b)(21) of Regulation S-K.

Exhibits 31.1 and 31.2

19. Please amend your Form 10-K to include certifications that
conform
to the format provided in Item 601(b)(31) of Regulation S-K.
Please
disclose in the introduction of paragraph 4 that your certifying
officers are responsible for establishing and maintaining internal
control over financial reporting as defined in Exchange Act Rules
13a-
15(f) and 15d-15(f).  The amendment you file should include your
Form
10-K in its entirety.

FORM 10-Q FOR THE PERIOD ENDED APRIL 2, 2005

Note 2 - New Accounting Policy, page 6

20. Please tell us which of the accounting policies discussed in
this
note are new in the first quarter of 2005.  For each such policy,
tell
us how you previously accounted for the underlying activity.  If
your
previous accounting was not in accordance with GAAP, provide us
with a
materiality analysis for each period presented in your Form 10-K
for
the year ended January 1, 2005.

FORM 10-Q FOR THE PERIOD ENDED JULY 2, 2005

Item 2. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

Results of Operations, page 14

Thirteen and Twenty-Six Weeks Ended July 2, 2005 versus July 3,
2004,
page 14

21. Please tell us when you began selling gift cards and your
accounting policy with respect to breakage prior to the second
quarter
of 2005.  Please tell us why you determined to change your policy
and
the basis for recording it in the second quarter.

22. Please also revise your disclosure to clarify how you
determine
when it is probable that redemption will not occur.  Your
disclosure
should clarify whether your gift cards have an expiration date and
how
many days after issuance or expiration of the gift card you record
the
balance as revenue.

23. You state that the increase in retail segment profitability in
dollars and as a percentage of sales during the second quarter of
2005
was primarily attributable to continued productivity in supply
chain,
product sourcing initiatives, improved retail product mix and
discount
levels and gift card breakage income.  Please revise your
disclosure
to quantify the individual components identified.

*    *    *    *

		Please respond to these comments within 10 business
days, or
tell us when you will provide us with a response.  Please provide
us
with a response letter that keys your responses to our comments
and
provides any requested information.  Detailed letters greatly
facilitate our review.  Please file your response on EDGAR as a
correspondence file.  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 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 their filings;
* 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 Ernest Greene, Staff Accountant, at (202)
551-
3733, or in his absence, Scott Watkinson, Staff Accountant, at
(202)
551-3741, if you have questions regarding comments on the
financial
statements and related matters.
								Sincerely,

								Rufus Decker
      							Accounting Branch Chief

??

??

??

??

Mr. Bruce H. Besanko
October 3, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>