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corresp

December 23, 2005

Mr. Rufus Decker, Accounting Branch Chief

U.S. Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549-7010

Re: The Yankee Candle Company, Inc.

SEC Comment Letter: File No. 1-15023

Dear Mr. Decker:

We have reviewed your comments in your letter dated November 23, 2005 regarding our Form 10-K for
the fiscal year ended January 1, 2005 and our Forms 10-Q for the quarterly periods ended April 2,
2005 and July 2, 2005 and herein provide our responses to your inquiries in the letter.

Form 10-K for the year ended January 1, 2005

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.

Yankee Candle Response:

Our responses below indicate the changes we propose to make as a result of the Staff’s comments,
and where applicable, the changes we propose to incorporate into future filings as indicated in our
responses.

Item 6. Selected Financial Data, page 14

2. We have read your response to comment three of our letter dated October 3, 2005. You indicate
that investors use EBITDA to measure your ability to meet debt service, capital expenditures and
working capital requirements. It appears that you intend to present EBITDA as a liquidity measure
in your filing. Accordingly, you should:

    •

    Identify the amount as a non-GAAP liquidity measure, and;

    •

    Provide a reconciliation of EBITDA to cash flow from operations.

Please refer to Item 10(e)(1) of Regulation S-K and Question 12 from our FAQ Regarding the Use of
Non-GAAP Financial Measures dates June 13, 2003.

Yankee Candle Response:

We have historically provided summary cash flow data (operating, investing and financing) on a GAAP
basis with equal prominence to EBITDA. In our future filings we will indicate that EBITDA is a
non-GAAP liquidity measure and will also provide a reconciliation of EBITDA to cash flow from
operations. Set forth below is the disclosure we will include in the EBITDA section of our MD&A,
including a sample of the reconciliation of EBITDA to cash flow from operations (using Fiscal Year
2004 as an example):

Other Data — EBITDA

Management presents EBITDA, which is a non-GAAP liquidity measure, because we believe that
it is a useful tool for us and our investors to measure our ability to meet debt service,
capital expenditure and working capital requirements. In addition, the Company’s debt
covenants in the credit agreement relating to our credit facility contain ratios based on
this measure. EBITDA, as presented, may not be comparable to similarly titled measures
reported by other companies since not all companies necessarily calculate EBITDA in an
identical manner and therefore is not necessarily an accurate means of comparison between
companies. EBITDA is not intended to represent cash flows for the period or funds available
for management’s discretionary use nor has it been represented as an alternative to
operating income as an indicator of operating performance and should not be considered in
isolation or as a substitute for measures of performance prepared in accordance with
generally accepted accounting principles. In order to compensate for differences in the
calculation of EBITDA across companies, EBITDA should be evaluated in conjunction with GAAP
measures such as operating income, net income, and other measures of equal importance.

A reconciliation of EBITDA to cash flows provided by operations is as follows:

    Fifty-two

    Fifty-three

    Fifty-two

    Fifty-two

    Fifty-two

    weeks ended

    weeks ended

    weeks ended

    weeks ended

    weeks ended

    January 1,

    January 3,

    December 28,

    December 29,

    December 30,

    2005

    2004

    2002

    2001

    2000

    EBITDA

    $
    161,584

    $
    145,724

    $
    126,484

    $
    94,716

    $
    98,861

    Income taxes

    (53,987
    )

    (48,827
    )

    (41,437
    )

    (27,674
    )

    (29,039
    )

    Interest expense, net

    (4,139
    )

    (3,795
    )

    (4,835
    )

    (10,524
    )

    (16,665
    )

    Amortization of
deferred financing
costs

    1,081

    1,124

    1,114

    1,114

    1,164

    Net changes in
current assets and
liabilities

    16,785

    19,220

    10,489

    29,330

    2,989

    Cash flows from
operating activities

    $
    121,324

    $
    113,446

    $
    91,815

    $
    86,962

    $
    57,310

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

Note 2 — New Accounting Policy, page 6

3. We have read your response to comment 20 of our letter dated October 3, 2005. Please tell us
how you previously accounted for construction period rent. It is also unclear how you determined
that the adjustment for expensing construction period rent was $101,000 in fiscal 2004 while the
adjustment for capitalizing construction period rent was an increase of $1.6 million in property,
plant and equipment in fiscal 2004. Please explain the difference between the adjustments in 2004.
It is also unclear how you determined that if you capitalized construction period rent, there
would be no effect on earnings. Please tell us how you determined that there would be no effect on
earnings.

Yankee Candle Response:

Prior to fiscal 2005, the Company had not established an accounting policy for construction period
rent as rent expense incurred in this period was included in the straight-line rent calculation
commencing from the store opening date to the end of the lease term.

When we revised our accounting to record straight-line rent over the period commencing with access
to the property prior to the lease commencement date to the end of the lease term, we adopted a
policy of capitalizing rent incurred in the construction period.

With respect to clarification of our previous response to comment 20, we advise the Staff of the
following:

The $1.6 million does not relate solely to fiscal 2004, but instead represents the unrecorded
cumulative net carrying value of construction period rent as of January 1, 2005. We computed this
amount assuming we had capitalized construction period rent for all leases in existence at that
date, taking into account the effects of amortization that would have been recorded for such
leases. This amount represents an understatement of property, plant and equipment and deferred
rent (included in long-term liabilities).

The $101,000 represents the understatement of rent expense for fiscal 2004 had the company been
capitalizing construction period rent since inception of all its operating leases, that is, the
difference between the capitalized rent balance at the beginning and end of fiscal 2004.

With respect to our statement that, had we capitalized construction period rent, there would have
been no effect on earnings, we clarify that to mean that there would have been no effect on
earnings per share in fiscal years 2002, 2003 and 2004. We acknowledge that there would have been
an immaterial effect on net income ($224,000 in 2002, $32,000 in 2003 and $101,000 in 2004) in
those years.

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

Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of
Operations

Results of Operation, page 14

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

4. We have read your response to comment 22 of our letter dated October 3, 2005. Please clarify
whether your gift cards have an expiration date. Please tell us what is your historical redemption
pattern and how many days after issuance or expiration of the gift card do you record the breakage
income.

Yankee Candle Response:

We advise the Staff that the Company’s gift cards do not have an expiration date.

The company records gift card breakage income in revenue based on our historical redemption pattern
(which is subject to change if or when actual patterns of redemptions change). The breakage income
is recorded monthly in proportion to the actual redemption of gift cards in that month. The table
below summarizes our current experience since inception of the gift card program. “Month From Date
Issued” represents the number of months following the date of issuance of the gift card.
“Cumulative Redemption Percentage” represents the historical percent of dollars redeemed for the
corresponding period.

    Month From Date Issued

    Cumulative Redemption Percentage

    Three months

    60.26
    %

    Six months

    72.76
    %

    Nine months

    79.13
    %

    Twelve months

    83.34
    %

    Fifteen months

    85.51
    %

    Eighteen months

    86.77
    %

    Twenty-one months

    87.71
    %

    Twenty-four months

    88.49
    %

    Twenty-seven months

    89.03
    %

    Thirty months

    89.36
    %

    Thirty-three months

    89.67
    %

    Thirty-six months

    89.95
    %

    Thirty-nine months

    90.13
    %

    Forty-two months

    90.25
    %

    Forty-five months

    90.36
    %

    Forty-eight months

    90.54
    %

* * * * *

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In connection with our responses the Company acknowledges 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 the event that you have any additional questions, please contact me directly at (413) 665-8306.

Regards,

/s/ Bruce H. Besanko

Bruce H. Besanko

Senior Vice President, Finance

& Chief Financial Officer

The Yankee Candle Company, Inc.

CC: Ernest Greene, Scott Watkinson

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