SecProbe.io

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Mail Stop 3561
								September 26, 2005
Mr. Charles L. Thibault
Chief Financial Officer
Lazy Days R.V. Center, Inc.
6130 Lazy Days Boulevard
Seffner, FL  33584-2968

      Re:	Lazy Days R.V. Center, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2004
		File No. 333-118185

Dear Mr. Thibault:

      We have reviewed your filing and have the following
comments.
We have limited our review to your financial statements and
related
disclosures and do not intend to expand our review to other
portions
of your document.  Where indicated, we think you should revise
your
disclosures 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
explanations.  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.

Financial Statements, page 27

General

1. The financial statements at December 31, 2004 and for the
period
after the acquisition disclosed in Note 2 on page 38 are those of
a
different reporting entity, are prepared using a different basis
of
accounting and are not comparable.  Please revise to present the
audited financial statements of the predecessor for each annual
and
interim period through the acquisition date of May 14, 2004 and
the
successor for the interim period after the acquisition.  In doing
so,
please clearly delineate and label the financial statements as
those
of either the predecessor company or successor.  Please also
revise
and include a similar presentation in your Form 10-Q for the
quarter
ended June 30, 2005 as applicable.

Notes to Financial Statements, page 35

Note 3 - Restructuring, page 39

2. Please explain to us in detail how you accounted for your
August
2, 2002 merger with LD Holdings.  In doing so, please tell us how
the
merger was structured.  Please also provide to us a balance sheet
of
each entity before and after the merger.  In addition, tell us the
names of the persons that owned the common stock and preferred
stock
of each entity, the number of shares of common stock and preferred
stock of each entity held by each of them and their percentage
ownership interest in each entity before and after the merger.

3. Please tell us your basis in GAAP for recording the ESOP and
redeemable preferred stock obligations and unearned ESOP shares of
LD
Holdings in your accounts on a push down basis.  Please also tell
us
your basis in GAAP for including any outstanding shares of common
stock and/or common stock equivalents of LD Holdings in
determining
the weighted-average number of shares outstanding used to compute
basic and diluted earnings per share.

4. Please tell us how you derived the amount of the allocation of
your paid-in capital deficit to the retained earnings of LD
Holdings.
In doing so, tell us the amount of each item referred to in the
second paragraph on page 40 and provide a reconciliation to the
amounts reflected on the corporate restructuring line item in your
statements of changes in stockholders` equity.  Please also tell
us
how you accounted for the extinguishment of the subordinated debt,
accrued interest and related warrants and the authoritative
literature that supports your accounting treatment.  Finally,
please
tell us the transactions that gave rise to your paid-in capital
deficit and the authoritative literature that supports your
accounting treatment.

* * * * *

       As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendments to expedite our review.  Please furnish a cover
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 amendment and 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 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 Scott Ruggiero at (202) 551-3331 or Bill
Thompson at (202) 551-3344 if you have questions regarding
comments
on the financial statements and related matters.  Please contact
me
at (202) 551-3716 with any other questions.

Sincerely,

William Choi
Branch Chief

Mr. Charles Thibault
Lazy Days R.V. Center, Inc.
September 26, 2005
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