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SEC Letter

 Citigroup Center

 153 East 53rd Street

 New York, New York
10022-4611

 To Call Writer Directly:

         212 446-4734

 dmccusker@kirkland.com

 212 446-4800

 www.kirkland.com

 Facsimile:

 212 446-4900

 Dir. Fax: 212 446-6460

 November 30, 2005

 VIA EDGAR AND FACSIMILE

 Mr. William Choi

 Branch Chief

 United States Securities and Exchange Commission

 Division of Corporation Finance

 450 Fifth Street, N.W.

 Washington, D.C. 20549

 Re:

 Lazy Days’ R.V. Center, Inc.

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

 File No. 333-118185

 Dear
Mr. Choi:

 On behalf of Lazy Days’ R.V. Center,
Inc., a Florida corporation (the “Company” or “registrant”), I am writing to you in response to your letter to Charles Thibault dated October 25, 2005. In response to your letter the Company has summarized its
position, including supporting references, to comments and questions from the staff of the Commission (the “Staff”) pertaining to the Company’s Form 10-K for the fiscal year ended December 31, 2004 and Form 10-Q dated
June 30, 2005 (collectively, the “filings”). The numbered paragraphs below set forth the Staff’s comments together with the Company’s response.

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

 General

 Staff’s Comment:

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;

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 November 30, 2005

 Page 2

•

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.

 Response:

 The Company hereby acknowledges that:

•

It is responsible for the adequacy and accuracy of the disclosure in the 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 filings; 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 law of the United States.

 Financial Statements page 27 General

 Staff’s Comment:

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 presentation 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 you financial statements presented in Form 10-Q for the quarter ended June 30, 2005 as applicable. In addition, please revise the note to your financial statements and other items in the filings, as appropriate.

 Response:

 Per your request, the Company has included in Exhibit I, predecessor and
successor 2004 unaudited condensed statements of operations and cash flows for the periods January 1 to May 14, 2004 (“predecessor period”) and May 15 to December 31, 2004 (“successor period”).

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 November 30, 2005

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 Upon further review and after further discussion with members of the Staff,
the Company believes presenting full year 2004 results of operations and cash flows of the registrant is more meaningful to the principal users of the financial statements, namely the registrant’s note holders, as opposed to presenting 2004
predecessor and successor period financial statements for the period before and after the acquisition date of May 14, 2004. This conclusion is based on three principal reasons: First, the 2004 financial statements are presented consistently
with the full fiscal year 2003 and 2002 comparable financial statements. Second, the seasonality of the Company’s business diminishes the usefulness of the 2004 predecessor and successor period statements of operations and cash flows. Finally,
the substantial external and internal costs required to present separate audited predecessor and successor period financial statements would, in our opinion, greatly outweigh any meaningful benefit to the primary users of the Company’s
financial statements.

 To support this position, the Company
has provided, as noted previously in its, together with its auditors, conversations with the Staff, the unaudited condensed statements of operations and cash flows for the 2004 predecessor and successor periods in Exhibit I. As the Staff considers
this response, the Company notes that there are approximately 37% of the calendar days of the year falling into the predecessor period versus 63% for the successor period.

 The Company’s business has historically been seasonal, with the months of January, February and March traditionally
being the largest revenue months of the year. For the 2004 predecessor period, revenues totaled $354,593,386, which represents 44% of total 2004 revenues, as compared to $445,116,322 for the successor period. The corresponding gross profit for the
predecessor period of $55,010,342 represents 47% of total 2004 gross profit, as compared to $61,284,442 for the successor period. Had the Company’s revenues, and corresponding gross profit, not occurred seasonally, but rather occurred ratably
throughout the 2004 year based on calendar days, or 37% of the annual total, gross profit would have approximated $43 million for the predecessor period. This is a difference of approximately $12 million for the predecessor period. Furthermore,
operating income for the predecessor period was $22,982,681 or 88.7% of total 2004 operating income (76.6% of total 2004 operating income excluding the $4,089,063 of non-cash purchase accounting adjustments explained below). These seasonal operating
results of the predecessor period are consistent with those of prior years where, for example, revenues, gross profit and operating income for the first six months of 2003 represented 55.9%, 57.1% and 68.5% of the respective annual amounts for 2003.

 From a cash flow standpoint, net cash provided by (used in)
operating activities totaled $28,943,512 and ($26,135,088) for the 2004 predecessor and successor periods, respectively.

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 November 30, 2005

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 However, excluding the effects on operating cash flows resulting from lower net income
(totaling approximately $20 million) and the related changes in income taxes (totaling approximately $21 million), the seasonality of the Company’s business cycle creates significant changes in the level of working capital (inventories,
accounts payable and other accrued expenses) necessary to support its operating activities. For example, given the seasonality of the Company’s business, one would expect an increase in inventories and accounts payable at December 31 due
to increased purchasing levels in anticipation of the strong first quarter sales volume.

 Based on the foregoing, the Company believes presenting 2004 predecessor and successor operating results and cash flows only accentuates the seasonality of the Company’s business cycle rather than reflecting any
significant impact of non-cash purchase accounting adjustments. The Company also believes that breaking out the 2004 predecessor and successor period operating results and cash flows is not meaningful to the primary users of the Company’s
financial statements given that they are not presented with comparable previous periods in 2003 and 2002. To compare such predecessor and successor period results to 2003 and 2002 annual results, the users of the financial statements would be
required to combine the amounts from predecessor and successor periods to ascertain and evaluate changes in the Company’s operating results and cash flows.

Furthermore, as noted in the Company’s initial response to the Staff’s letter dated September 26, 2005, the only significant impact the
acquisition had on the 2004 operating results of the registrant was the increased non-cash expenses related to the push down of the parent’s purchase accounting adjustments, namely amortization of intangible assets and depreciation of the step
up in basis of property and improvements, net of the related deferred tax effects. Identifiable intangible assets recorded as part of the acquisition totaled $85,300,000 and the step up in basis of property and improvements totaled $10,450,000. The
amortization of the identifiable intangible assets, namely manufacturer relationships, non-compete agreement and customer database, all as described in Note 7, totaled $3,792,188 in 2004. This expense related entirely to the 2004 successor period.
The Company proposes, in response to the Staff’s comment, that it modify prospectively the disclosures in Note 7 to explicitly state the period in which this expense was recorded. In addition, the additional 2004 depreciation expense resulting
from the step up in basis of property and improvements, which totaled $296,875, would be explicitly set forth prospectively in Note 6 as depreciation expense related entirely to the successor period.

 Thus, the Company believes that the presentation of full year statements of
income and cash flows for the registrant for the year ended December 31, 2004 represents the most meaningful comparative presentation to the corresponding 2003 and 2002 fiscal years. The non-cash

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 amortization and depreciation expense related to the push down of purchase accounting
adjustments from the parent to the registrant, namely amortization of identifiable intangible assets and the incremental depreciation related to the step up in basis of property and improvements, as noted above, would be more explicitly disclosed in
the notes to the financial statements.

 Finally, the Company
also believes that the substantial external and internal costs required to present the separate audited predecessor and successor financial statements of the registrant for 2004 would greatly outweigh any meaningful benefit to be derived by the
registrant’s note holders, the primary users of the registrant’s financial statements. The primary operating measures to the Company’s note holders are cash flows, EBITDA and fixed charge coverage ratios, none of which are impacted by
the 2004 non-cash depreciation and amortization charges resulting from the push down of our parent’s purchase accounting adjustments.

 Notes to Financial Statements, page 35

 Note 3 – Restructuring, page 39

 Staff’s Comment:

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 you 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.

 After further discussions, and with the Staff’s concurrence, the Company intends to omit all earnings per share computations and disclosures from all prior and future filings on the basis that they are not
required for debt only issuers.

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:

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 November 30, 2005

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•

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.

 The Company proposes that its initial response to the Staff’s comment in
its letter dated September 26, 2005 in reference to the total accumulated deficit at December 31, 2001 as disclosed in Note 3 be amended to agree to retained earnings of $851,387 at January 1, 2002. The registrant’s retained
earnings, which includes accrued preferred stock dividends, were assumed by the Company’s parent, LD Holdings, Inc. (“LD Holdings”), in this restructuring. They were considered an effective distribution to LD Holdings. In
addition, the Company will reclassify the paid-in-capital from warrants of $9,673,650 at January 1, 2002 to stockholder’s equity as the Company, after further review, has concluded that such amounts should not have been recorded as a
long-term liability prior to the restructuring. See Exhibit II for revised Lazy Days’ R.V. Center, Inc. and LD Holdings condensed balance sheets as of the restructuring date.

 Staff’s Comment 4. (Cont’d):

 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.

 In
response to the Staff’s comment, Note 3 will be amended to disclose the effect of the restructuring amounting to $3,356,750 versus $13,024,630 as originally reported. In addition, the statement of changes in stockholder’s equity
(deficiency) will be amended to account for the corporate restructuring as an adjustment to common stock of ($17,274), paid-in capital of $6,859,869 and retained earnings of ($3,485,845) as previously noted. The paid-in capital balance at
January 1, 2002 was adjusted to include the warrants with an ascribed value of $9,673,650 which was previously recorded as a long-term liability. Finally, the Company notes

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 November 30, 2005

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 that common stock is $1 and retained earnings are zero as of the date of the restructuring.
See Exhibit III for a detail of the Company’s statement in changes in stockholder’s equity (deficiency) as revised in response to the Staff’s comment.

 Staff’s Comment 4. (Cont’d):

 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.

 Response:

 As part of the overall restructuring transaction, the then senior subordinated debt holders exchanged their Lazy Days’ R.V. Center, Inc. senior
subordinated notes (“sub notes”) with a carrying value of $62,449,513, and warrants with an ascribed value of $9,673,650, for LD Holdings Class A preferred stock (“preferred stock”) with a liquidation value of $68,647,192.
The Company reiterates its belief that no gain or loss should be recorded as a result of this restructuring.

 However, in making this assessment, the Company must consider the overall carrying amount of the extinguished debt as outlined in APB 26, which would
include the value of the senior subordinated