SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0308
       June 16, 2005

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

      Re:	Maidenform Brands, Inc.
      Amendment No. 1 to Registration Statement on Form S-1
      Filed June 3, 2005
		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
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.

General
1. Please refer to comment 43 in our letter dated May 19, 2005.
You
have submitted to us your entire response to this comment on a
supplemental basis pursuant to Rule 83.  It appears unlikely that
all
information in the response letter pertaining to this comment is
properly subject to a confidential treatment request.  Please
resubmit your paper response and limit your Rule 83 request to
only
those portions of the response letter that must truly remain
confidential.  In redacting the information subject to the new
Rule
83 request, mark the response letter using brackets or other clear
markings to indicate the location of the omitted material.
Finally,
file the response on EDGAR under form type label CORRESP and
include
all the non-confidential information in that letter.  Once you
file
the redacted correspondence, we will issue any follow-up comments
we
have regarding your response.
Summary, page 1
2. Please refer to comment 3 in our letter dated May 19, 2005.
Your
summary should be a balanced presentation and should not
selectively
extol your merits.  Since you have chosen to retain the
subsections,
Our Competitive Strengths and Our Growing Strategies, please
include
a subsection in a similar format discussing the most salient risks
to
investors from investing in your company and this offering.

Summary Historical and Unaudited Pro Forma Consolidated Financial
and
Other Data, page 6
3. We note your revision in response to comment 8 in our letter
dated
May 19, 2005.   With a view toward enhancing your disclosures,
please
help us understand why, in determining pro forma net income
available
to common shareholders, net income is reduced for "transaction
expenses and advisory fees."  Please keep in mind when drafting
your
response that material nonrecurring charges or credits which
result
directly from the transaction and which will be included in your
income within 12 months following the transaction should not be
included in pro forma net income available to common shareholders.
Rather, such expenses should be reflected as an adjustment to
retained earnings in your pro forma balance sheet.  Refer to Rule
11-
02(b)(5) of Regulation S-X for guidance.
4. Please revise your computation of pro forma earnings per share
to
also give effect to the number of shares whose proceeds would be
necessary to pay the dividend declared on June 1, 2005.  In this
regard, please note that even though this dividend is not listed
as a
use of proceeds, the dividend is still deemed to be in
contemplation
of the offering with the intention of repayment out of offering
proceeds since you incurred losses in the current year.  For
guidance, refer to SAB Topic 1:B.3.
5. Please revise your computation of pro forma earnings per share
for
the three month period ended April 2, 2005 to assume the
transaction
occurred on December 28, 2003, the beginning of the fiscal year
presented.  In this regard, it appears to us that your current pro
forma calculation for the three month period assumes the
transaction
occurred on January 2, 2005.  Refer to Rule 11-02(b)(6) of
Regulation
S-X for guidance.
6. In your final amendment to the Form S-1, please ensure that
footnote 15 to the table includes all of the information you
provided
supplementally in Exhibit A.  Absent this complete disclosure, we
do
not believe your computation of pro forma earnings per share is
transparent to investors.
7. Please revise footnote 16 to the table to make it transparent
how
you arrived at each As Adjusted balance sheet amount.
8. We note your revision in response to comment 9 in our letter
dated
May 19, 2005.  Please revise to clearly indicate that readers
should
reference management`s discussion and analysis for a discussion of
the material limitations involved in the use of the non-GAAP
measures
presented.

Use of Proceeds, page 29
9. In this section and in the Certain Relationships and Related
Party
Transactions section, please identify the principal stockholder
who
is the counterparty to the advisory agreement and the other
principal
stockholder who is receiving a separate advisory fee.

Unaudited Pro Forma Consolidated Statement of Income, page 36
10. We note your revision in response to comment 17 in our letter
dated May 19, 2005.  Please similarly revise your Summary
Historical
and Unaudited Pro Forma Consolidated Financial and Other Data
table
to include line items for preferred stock dividends and accretion
and
net income (loss) available to common stockholders.
11. Please tell us in detail why you believe it is appropriate to
record a pro forma adjustment to cost of sales which eliminates
the
post-acquisition impact on cost of sales of the step-up of
inventory
basis.  We note that in your response to comment 39 in our letter
dated May 19, 2005, you refer to this adjustment as a material
nonrecurring charge directly attributable to the transaction that
will impact the income statement during the next 12 months.
However,
we do not understand why you believe this item had a nonrecurring
impact on your gross profits because we would expect your profits
on
the sale of this inventory, post step-up, to be consistent with
your
normal profit levels.  In this regard, according to paragraph 37
of
SFAS 141, your inventory valuation in your purchase price
allocation
should have taken into consideration a reasonable profit allowance
for your selling efforts that is consistent with the profits
normally
associated with your sales activities.
Moreover, we note that the purpose of the pro forma statement of
income is to illustrate how the transaction might have affected
the
historical financial statements if the acquisition occurred on the
first day of the fiscal year.  The pro forma adjustment in
question
appears to have the opposite effect, in that it adjusts the
historical financial statements to eliminate the post-acquisition
impact of the transaction, rather than adjusting the historical
financial statements to include the impact of the transaction as
if
it occurred on the first day of the fiscal year.
Please advise or otherwise revise your pro forma statement of
income
accordingly.
12. Please tell us in detail your basis for recording a pro forma
adjustment to eliminate acquisition related charges incurred
during
the Predecessor period.  It appears, based on your response to
comment 39 in our letter dated May 19, 2005, that you have made
this
adjustment pursuant to Rule 11-02(b)(5) of Regulation S-X.
However,
we note that Rule 11-02(b)(5) of Regulation S-X permits the
exclusion
from pro forma operating results of material nonrecurring charges
or
credits which result directly from the transaction and which will
be
included in your income within the 12 months succeeding the
transaction.  This rule does not appear to contemplate pro forma
adjustments which eliminate charges that were actually incurred in
the historical periods.  Moreover, we are unclear as to how the
various acquisition related charges are directly attributable to
the
transaction, especially the charges related to management
compensation.  Please advise or otherwise revise your pro forma
statement of income accordingly.
13. Please tell us and disclose how you determined the interest
rates
used in computing pro forma interest expense for the period from
December 28, 2003 through May 10, 2004.  Please note that when you
issue variable rate debt in connection with an acquisition, pro
forma
interest expense generally should be based on the current interest
rates, as opposed to the interest rates prevailing during the
period
covered by the pro forma information.  Thus, if a rate other than
the
current rate is used, please ensure we understand in detail your
justification and provide prominent disclosure of the basis of
presentation and the anticipated effects of the current interest
rate
environment in the introduction to the pro forma statement of
income.
Certain Relationships and Related Party Transactions, page 98
Credit Facilities, page 102
14. Please disclose the dollar amount and percentage value of your
debt held by affiliates of AIG, and identify those affiliates.
Description of Indebtedness, page 110
15. Please file the two senior secured credit agreements as
exhibits
as they are material agreements.

Underwriting, page 117
16. Please refer to comments 31 and 32 in our letter dated May 19,
2005.  We are still reviewing these responses, and we may have
further comments.

Financial Statements, page F-1

Notes to Consolidated Financial Statements, page F-8

2.  Reorganization and Business Combination, page F-8
17. We note your response to comment 39 in our letter dated May
19,
2005 and still do not understand why your pro forma amounts as
presented pursuant to SFAS 141 would be materially different than
the
pro forma amounts as presented in your pro forma statement of
income
prepared in accordance with Article 11 of Regulation S-X.  In
particular, we do not believe the last sentence in paragraph 55 of
SFAS 141, which you reference, is intended to result in differing
pro
forma results or in differing treatment of material nonrecurring
charges directly related to the transaction.  Please advise or
otherwise revise.

Exhibit 23.1
18. Please have your independent registered accounting firm revise
their consent to include the amendment number to the registration
statement on Form S-1.

*****

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment 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 Act
of
1933 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.

      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 staff comments and the declaration
of
effectiveness 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 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 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.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Yong Kim, Staff Accountant, at (202) 551-
3323
or Robyn Manuel, Staff Accountant, at (202) 551-3823 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact Pradip Bhaumik, Attorney-Advisor, at
(202)
551-3333 or me at (202) 551-3720 with any other questions.

      					Sincerely,

      					H. Christopher Owings
      					Assistant Director

cc. Brian Margolis, Esq.
Proskauer Rose LLP
Fax:  (212) 969-2900

??

??

??

??

Steven N. Masket, Esq.
Maidenform Brands, Inc.
June 16, 2005
Page 1

</TEXT>
</DOCUMENT>