SecProbe.io

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<TYPE>LETTER
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							May 11, 2005

Mail Stop 0510

By U.S. Mail and facsimile to (212)310-8007

Mr. William S. Creekmuir, Executive Vice President
   and Chief Financial Officer
Simmons Company
One Concourse Parkway, Suite 800
Atlanta, Georgia   30328-6188

Re:	Simmons Company
	Registration Statement on Form S-4
	File No.:  333-124138

Dear Mr. Creekmuir:

	This is to advise you that the review of the above
registration
statement has been limited to monitoring the prospectus
disclosures
for compliance with applicable outstanding comments issued by the
staff in connection with our examination of THL Bedding Holding
Company registration statement on Form S-1, File No. 333-116197
and
of  Simmons Bedding Company registration statement on Form S-4,
File
No. 333-113861.  We have also monitored the prospectus for the
updated
financial statements included in the above registration statement.
We
have the following comments.  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 be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental 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.

Prospectus cover page

1. We note your statement that the information contained in the
prospectus "has been provided by . . . other sources identified in
this prospectus."  Please confirm that none of the information
provided in the prospectus by "other sources" was prepared with a
view
toward being included in the registration statement.  If this is
not
the case, please tell us what consideration you have given to
obtaining and filing the consent of such sources to the inclusion
of
the information prepared by them.

Security Ownership of Certain Beneficial Owners and Management,
page
79
2. As previously requested, disclose the natural person or persons
who
have voting and/or investment control over the shares held by
Fenway
Partners Capital Fund II.  See Rule 13d-3 of the Securities
Exchange
Act.

3. Clarify in footnote 1 to the table that Thomas H. Lee, a
Managing
Director of Thomas H. Lee Advisors, LLC has voting and investment
power over the 71.8% of voting power shown in the table for Thomas
H.
Lee Partners, L.P. and Affiliates.  If such is not the case,
revise
footnote 1 to account for the entire  71.8% interest shown.

Accounting Comments:

General
4. Please revise your filing to disclose the effective interest
rate
of the Senior Discount Notes.
5. Please provide updated financial statements and related
disclosures
for the interim period ended March 31, 2005, if required by Rule
3-12
of Regulation S-X.

	No further review of the registration statement has been nor
will
be made.  All persons who are by statute responsible for the
adequacy
and accuracy of the registration statement are urged to be certain
that all information required pursuant to the Securities Act of
1933
has been included.

	You are also reminded to consider applicable requirements
regarding distribution of the preliminary prospectus.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that they
have
provided all information investors require for an informed
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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert this action as 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 connection with our review of your
filing or
in response to our comments  on your filing. We will consider a
written request for acceleration of the effective date of the
registration statement as a confirmation of the fact that those
requesting acceleration are aware of their respective
responsibilities
under the Securities Act of 1933 and the Securities Exchange Act
of
1934 as they relate to the proposed public offering of the
securities
specified in the above registration statement.  We will act on the
request and, pursuant to delegated authority, grant acceleration
of
the effective date.

	If you have any questions, please call Dorine H. Miller at
(202)
942-1949.

							Sincerely,

							Pamela A. Long
							Assistant Director

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Mr. William S. Creekmuir
Simmons Company
May 11, 2005
Page  3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE

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