January 29, 1998
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, NW
Washington, DC 20549
Re: Sleepy's, Inc. (the "Company")
Form S-1
File No. 333-5543
Gentlemen:
We are counsel to the Company. Reference is made to the above
registration statement filed on June 6, 1996 and amended July 16, 1996 and
August 2, 1996. We have been advised by the Company that it has elected not to
proceed with the offering contemplated by the registration statement. As such,
the Company requests that the registration statement be withdrawn. The Company
further notes that no securities were sold in connection with the registration
statement. Please call the undersigned if there are any questions or comments
regarding this withdrawal notice.
Very truly yours,
/S/GARY J. SIMON
----------------
Gary J. Simon
GJS/nf
cc: Joseph Graci
Chief Financial Officer
