SecProbe.io

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Mail Stop 3561
								October 25, 2005
Mr. Charles 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 response letter dated October 14, 2005
and have the following comments.  Where indicated, we think you
should revise your filings in response to these comments.  If you
disagree, we will consider your explanation as to why our comments
are 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.

Form 10-K for the Fiscal Year Ended December 31, 2004

General

1. As requested in our letter dated September 26, 2005, please
provide, in writing, a statement acknowledging that:

* You are 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

* You may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal
securities law of the United States.

Financial Statements, page 27

General

2. We note your response to comment 1 in our letter dated
September
26, 2005.  Given that the form of ownership is within the control
of
your parent and given the change in control, we reissue our prior
comment.  Please revise your presentations of financial position,
results of operations, cash flows and changes in stockholder`s
equity
to clearly present the audited financial statements of the
predecessor and successor.  Please also revise your financial
statements presented in Form 10-Q for the quarter ended June 30,
2005
as applicable.  In addition, please revise the notes to your
financial statements and other items in the filings, as
appropriate.

Notes to Financial Statements, page 35

Note 3 - Restructuring, page 39

3. We note your response to comment 3 in our letter dated
September
26, 2005.  It does not appear that securities issued or issuable
by
your parent or securities that are convertible into your parent`s
common stock should be included in your calculations of weighted-
average shares outstanding used to compute primary and/or fully
diluted earnings per share.  Please refer to paragraphs 62 and 63
of
FAS 128.  Please revise your earnings per share computations and
disclosure accordingly.

4. We note your response to comment 4 and Exhibit II provided in
your
response to comment 2 in our letter dated September 26, 2005.
Please
tell us why the restructuring resulted in adjustments to your
retained earnings and paid-in-capital from warrants and the basis
in
GAAP for these adjustments.  In doing so, please tell us:

* How you derived the total net accumulated deficit of $9,212, 941
at
December 31, 2001 referred to in your response given that your
statements of changes in stockholder`s equity (deficiency)
reflects
retained earnings of $851,387 at January 1, 2002;

* Why the total net accumulated deficit at December 31, 2001 and
the
2002 preferred stock dividend prior to the restructuring were
considered an effective distribution to your parent; and

* How you had classified the paid-in-capital from warrants in your
balance sheet prior to their cancellation.

In addition, please provide a reconciliation of the adjustments
reflected in Exhibit II to the adjustments to paid-in-capital of
$15,096,365 and retained earnings of ($2,100,964) in the corporate
restructuring line item in your statements of changes in
stockholder`s equity (deficiency) and to the amount of the
recorded
effect of the restructuring disclosed in the last paragraph of
Note 3
on page 39.

Further, it appears that you incurred a loss in connection with
the
exchange and restructuring of your debt and preferred stock
obligations representing the amount of the unamortized discounts
on
the subordinated debt.  Please tell us your basis in GAAP for not
recognizing the extinguishment loss given the guidance in APB 26
and
EITF 96-19 and given the fact that the parent`s Class A preferred
stock reflected in your financial statements has a different basis
than the subordinated notes extinguished in the exchange.

Finally, it appears that charges to paid-in-capital related to
preferred stock dividends and differences between the fair value
of
ESOP shares committed to be released and the cost of the ESOP
shares
should be charged to paid-in-capital to the extent such charges do
not result in a paid-in-capital deficit.  Otherwise, such excess
charges should be recorded to retained earnings (deficit).  Please
revise your financial statements accordingly.  Please refer to SAB
Topic 3:C and EITF Topic D-98.

* * * * *

       As appropriate, please amend your filing 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
with your amendment that keys your responses to our comments and
provides any requested information.  Detail cover letters greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	You may contact Scott Ruggiero at (202) 551-3331 or William
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 L. Thibault
Lazy Days R.V. Center, Inc.
October 25, 2005
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