SecProbe.io

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May 19, 2005

Steven N. Masket, Esq.
Executive Vice President and General Counsel
Maidenform Brands, Inc.
154 Avenue E
Bayonne, NJ 07002

	Re: 	Maidenform Brands, Inc.
		Form S-1 filed April 21, 2004
		File No. 333-124228

Dear Mr. Masket:

      We have reviewed your filing and have the following
comments.
Where indicated, we think 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.

Form S-1

General
1. Please file all required exhibits in a timely manner so that we
may have time to review them before you request effectiveness of
your
registration statement.  Also, please confirm that any preliminary
prospectus that you circulate will disclose all non-Rule 430A
information, including the price range and related information
based
on a bona fide estimate of the public offering price within that
range.

Cover Page
2. Please delete your reference to joint book-running managers.
Summary, page 1
3. The summary is intended to provide a brief overview of the key
aspects of the offering.  Your summary is too long and repeats
much
of the information fully discussed in your business section.
Please
revise to eliminate "our competitive strengths" and "our growth
strategies" sections since that information is more appropriately
discussed in the complete business section.  The summary is only
intended to provide a brief snapshot of the offering.  See
Instruction to Item 503 (a) of Regulation S-K.
4. Please revise the first paragraph to clarify that this summary
highlights the "material" information regarding the offering and
delete the language about the prospectus not containing all the
information that may be important.
5. Please avoid reliance on defined terms like those in the second
paragraph of the introductory to your summary.  The meanings of
the
terms you use should be clear from context.  If they are, you do
not
need the definitions.  If they are not, you should revise to use
terms that are clear.  Please see Updated Staff Legal Bulletin No.
7
(June 7, 1999) sample comments 3 and 5.
6. We note your reference to data provided by NPD.  Is this data
derived from reports by NPD that are publicly available?  If not,
please file the proper consents.  Also, provide support for the
statistics and market information you believe is derived from data
provided by NPD.
7. Please clarify in this section that management and principal
stockholders will maintain control of the company after the
offering.

Summary Historical and Unaudited Pro Forma Consolidated Financial
and
Other Data, page 8
8. In view of your intention to use proceeds from the offering to
redeem preferred stock, including accrued and unpaid dividends,
please disclose pro forma EPS giving effect to the number of
shares
whose proceeds would be necessary to redeem the preferred stock
and
pay the associated accrued dividends.  Such presentation should be
accompanied by notes which make the computation of pro forma EPS
transparent to investors.  Please refer to SAB Topic 1.B.3 for
guidance.
9. Please prominently identify EBITDA and Adjusted EBITDA as non-
GAAP
measures in your summary financial data.  Please also revise note
(16) to the table to reference pages 52 and 53 where a more
comprehensive discussion of the limitations involved in the use of
these non-GAAP measures is included.

Risk Factors, page 11
10. Please revise the introductory paragraph to clearly indicate
that
the material risks are disclosed.  Also, delete the third sentence
referring to additional risks and uncertainties since this
sentence
mitigates the risk factors listed.
11. Please revise your risk factors to eliminate language like "we
cannot predict" or "we cannot assure you."  The real risk is the
circumstances you describe, not your inability to give assurances
or
predict with certainty.

Our substantial leverage could adversely affect our financial
condition, page 15
12. Please reference where in the registration statement a more
detailed discussion of the financial and restrictive covenants may
be
found.

The loss of one or more of our suppliers of finished goods or raw
materials . . ., page 16
13. Please specify whether you have any material contracts with
your
suppliers.  If so, please discuss the material terms and file the
contracts as exhibits.

Future sales of shares by us or our stockholders could limit our
ability . . ., page 24
14. Please quantify to the extent practicable the "certain income
tax
benefits" you may not be able to realize.

Use of Proceeds, page 31
15. Please disclose here and in your summary that your preferred
shareholders and advisory agreement parties are officers and
directors and principal stockholders of your company.
16. Please revise to disclose the amount of proceeds that will be
used (or that is needed, if the proceeds are insufficient) to 1)
redeem outstanding shares of preferred stock; 2) redeem
outstanding
options to purchase your preferred stock; and 3) pay fees and
expenses associated with the offering.  Also, disclose the amount
that will be available, if any, for general corporate purposes.

Unaudited Pro Forma Consolidated Statement of Income, page 35
17. Please include the preferred stock dividends and accretion and
the net income (loss) applicable to common stockholders line items
on
the face of your pro forma consolidated statement of income.
Additionally, please revise footnote (6) to show how you computed
the
pro forma adjustment for preferred stock dividends and accretion.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 42
18. We note that your discussion of changes in selling, general
and
administrative expenses addresses the change as a percentage of
sales
but does not address the absolute dollar change.  While we expect
that most selling costs track closely with changes in sales, we
assume that general and administrative costs, such as corporate
office overhead, are effectively fixed within certain ranges of
sales
volume.  Therefore, please revise to discuss the nature and amount
of
the dollar changes in such costs, if material, and the specific
factors driving those changes.
19. Please revise your discussion of liquidity and capital
resources
to provide the same type of cautionary disclosure you provided in
the
discussion of your results of operations with respect to your
presentation of 2004 cash flow amounts on a combined basis.
Similar
to the disclosure provided in the results of operations section,
such
disclosure should clearly indicate that this approach is not
consistent with GAAP and yields results that may not be comparable
on
a period-to-period basis.  It should also indicate why you believe
this is the most meaningful way to comment on your liquidity and
capital resources for 2004 compared to 2003.
20. Please ensure your discussion and analysis of historical cash
flows is not merely a recitation of changes evident from the
financial statements.  For example, you indicate that the decrease
in
fiscal 2004 cash from operating activities was primarily due to a
reduction in net income partially offset by changes in current
assets
and current liabilities.  Please provide analysis explaining the
underlying reasons for the fluctuations in the working capital
accounts.  Also, provide insight into whether you expect your
historical cash flows performance to be indicative of future
performance and why or why not.

Business, page 62
21. Please provide support for your statements of leadership
throughout this section:

* Your statement that you are a "pioneer" in the intimate apparel
industry, page 62;

* The statements regarding market share and leadership in the
second
paragraph in the section entitled "overview" on page 62; and

* Your statement that you are one of the leading companies in the
United States intimate apparel market, which had a retail market
size
of $9.1 billion, page 62.

Effective multi-brand, multi-channel distribution model, page 63
22. Please clarify what you mean when you speak of longstanding
"relationships" with your customers.  For instance, do you have
any
material agreements or long-term contracts?

Trademarks, copyrights and licensing agreements, page 74
23. Please specify the duration of your material trademarks and
licenses.

Legal Matters, page 119
24. Specify the "certain legal matters" that will be passed upon
by
Cahill Gordon & Reindel LLP.

Principal and Selling Stockholders, page 99
25. Please identify the individuals who have voting or investment
power over the shares listed for entities affiliated with AIG.
26. Is any selling stockholder a broker-dealer?  If so, identify
that
stockholder as an underwriter.
27. For each selling stockholder that is an affiliate of a broker-
dealer, disclose if true that:

* The selling stockholder purchased the shares in the ordinary
course
of business, and

* At the time of the purchase of the securities to be resold, the
seller had no agreements or understandings, directly or
indirectly,
with any person to distribute them.

Alternatively, disclose that the stockholder is an underwriter.

Description of Indebtedness, page 106
28. We note you have entered into two senior secured credit
facilities.  Please tell us whether these credit facilities have
been
entered into with unaffiliated parties.

Lock-Up Agreements, page 108
29. Briefly explain the "certain exceptions" mentioned.  Also tell
us
what factors UBS Securities LLC and Credit Suisse First Boston LLC
would take into consideration in deciding whether to consent to a
disposition of securities prior to the expiration of the lock-up.

Material United States federal income tax considerations to non-
U.S
holders, page 111
30. Please revise the heading of this section and the disclosure
in
the first paragraph in the section to indicate that you are
discussing "material tax consequences."

Underwriting, page 113
31. Identify any members of the underwriting syndicate that will
engage in any electronic offer, sale, or distribution of the
shares
and describe their procedures to us supplementally.  If you become
aware of any members of the underwriting syndicate that may engage
in
electronic offers, sales or distributions after you respond to
this
comment, promptly supplement your response to identify those
members
and provide us with a description of their procedures.  Briefly
describe any electronic distribution in the filing.
In your discussion of the procedures, tell us how they ensure that
the distribution complies with Section 5 of the Securities Act.
In
particular, address:

* the communication used;
* the availability of the preliminary prospectus;
* the manner of conducting the distribution and sale, such as the
use
of indications of  interest or conditional offers; and
* the funding of an account and payment of the purchase price.

Finally, tell us whether you or the underwriters have any
arrangements with a third party to host or access your preliminary
prospectus on the Internet.  If so, identify the party and the
website, describe the material terms of your agreement and provide
us
with a copy of any written agreement.  Provide us also with copies
of
all information concerning your company or prospectus that has
appeared on their website.  Again, if you subsequently enter into
any
such arrangements, promptly supplement your response.  We may have
further comment.
32. Please explain whether you plan to have a directed share
program
for employees and others.  If so, please supplementally tell us
the
mechanics of how and when these shares will be offered and sold to
persons in the directed share program.  For example, please
explain
for us how you will determine the prospective recipients of
reserved
shares.  Tell us when and how they will indicate their interest in
purchasing shares.  Also, please tell us how and when the issuer
and
underwriters will contact the direct share investors, including
the
types of communications used.  Will any electronic communications
or
procedures be used by the underwriter or company, such as e-mail?
When will the shares and money be exchanged?  When do purchasers
become committed to purchase their shares?  How and when will the
number of shares offered be determined?  Will the procedures for
the
directed share program differ from the procedures for the general
offering to the public?

Where You Can Find More Information, page 119
33. We note your statement that disclosure in this prospectus is
"not
necessarily complete."  Please be sure that you discuss in the
body
of the prospectus the material provisions of the material
contracts
or documents filed and revise to clarify that such descriptions
are
materially complete.

Financial Statements

General
34. In your next amendment, please ensure you update the financial
statements and related financial information included in the
filing
to include your first quarter fiscal 2005 results.  Refer to Rule
3-
12 of Regulation S-X.

Notes to Financial Statements

2.  Reorganization and Business Combination, page F-8
35. Please disclose a schedule showing the calculation of the
total
purchase price that includes the value assigned to each non-cash
component of the purchase price.  Also, disclose the number of
shares
of equity interests issued or issuable, the value assigned to
those
interests and the basis for determining that value.   Refer to
paragraph 51.d. of SFAS 141.  Similar disclosure should also
accompany your pro forma financial statements on page 35.
36. Pursuant to paragraph 51.a. of SFAS 141, please disclose the
percentage of voting equity interest in Maidenform, Inc. acquired
by
MF Acquisition Corporation.  If the acquisition involved anything
less than 100% of the previously outstanding common stock of
Maidenform, Inc., please tell us why you believe this transaction
is
within the scope of EITF 88-16.  Refer to the scope paragraph of
the
EITF.
37. Please refer to Section 1 and Exhibit 88-16G of EITF 88-16 and
tell us in detail how you determined there was a substantive,
genuine, not temporary change in control upon acquisition of
Maidenform, Inc. by MF Acquisition Corporation (later renamed
Maidenform Brands, Inc.).  We are particularly interested to
understand whether Oaktree Capital Management, who had control of
Maidenform, Inc. prior to the acquisition, is part of the new MF
Acquisition Corporation control group, and if so, how this
impacted
your conclusion that there was a substantive change in control.
Refer to paragraph a. of Section 1 of EITF 88-16.  If you have
determined that Oaktree Capital Management is not part of the new
control group, please tell us how you made this determination.  We
are also concerned about your disclosure on page 98 with respect
to
the restrictions on your ability to enter into certain
transactions
without first obtaining the consent of Oaktree Capital Management.
This would tend to suggest that Oaktree Capital Management may
continue to be in control of the company.  Refer to paragraph b.
of
Section 1 of EITF 88-16.  Finally, we are interested to understand
how the MF Acquisition Corporation/Maidenform Brands, Inc. options
issued to investors that