As filed with the Securities and Exchange Commission on November 5, 2002

                                                        REGISTRATION NO. 333 -
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    Form S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933


                           JENNIFER CONVERTIBLES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                   Delaware                           11-2824646
         (State or Other Jurisdiction              (I.R.S. Employer
       of Incorporation or Organization)          Identification No.)

                            419 Crossways Park Drive
                            Woodbury, New York 11797
          (Address, Including Zip Code, of Principal Executive Offices)

                       Individual Stock Option Agreements
                           (Full Titles of the Plans)

                  Harley J. Greenfield, Chief Executive Officer
                           Jennifer Convertibles, Inc.
                            419 Crossways Park Drive
                            Woodbury, New York 11797
                                 (516) 496-1900
                 (Name, Address and Telephone Number, Including
                        Area Code, of Agent For Service)

                                 with a copy to:
                              Kenneth R. Koch, Esq.
                 Mintz Levin Cohn Ferris Glovsky and Popeo P.C.
                                666 Third Avenue
                            New York, New York 10017
                                 (212) 935-3000


<TABLE>
<CAPTION>
                                                       CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                Proposed                    Proposed
          Title of                    Amount to be               Maximum                     Maximum
 Securities to be Registered          Registered(1)          Offering Price                 Aggregate                   Amount of
                                                              Per Share (2)            Offering Price (2)           Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                      <C>                       <C>                           <C>
Common Stock, $.01 par value            880,000                  $3.52                     $3,097,600                    $284.98

Common Stock, $.01 par value             25,000                  $2.94                        $73,500                      $6.76

Common Stock, $.01 par value             35,000                 $13.13                       $459,550                     $42.28

Common Stock, $.01 par value            402,500                  $2.00                       $805,000                     $74.06

                                     --------------                                      --------------              --------------
                                    1,342,500 shares                                       $4,435,650                   $408.08
====================================================================================================================================
</TABLE>

(1)  The number of shares of common stock, par value $.01 per share ("Common
     Stock"), stated above consists of the aggregate number of shares which may
     be sold upon the exercise of options which have been granted under certain
     individual Stock Option Agreements described herein. The maximum number of
     shares which may be sold upon the exercise of such options granted under
     the Stock Option Agreements are subject to adjustment in accordance with
     certain anti-dilution and other provisions of the Stock Option Agreements.
     Accordingly, pursuant to Rule 416 under the Securities Act of 1933, as
     amended (the "Securities Act"), this Registration Statement covers, in
     addition to the number of shares stated above, an indeterminate number of
     shares which may be subject to grant or otherwise issuable after the
     operation of any such anti-dilution and other provisions.

(2)  This calculation is made solely for the purpose of determining the
     registration fee pursuant to the provisions of Rule 457(c) and (h) under
     the Securities Act as follows: in the case of shares of Common Stock which
     may be purchased upon exercise of outstanding options, the fee is
     calculated on the basis of the price at which the options may be exercised.


                                EXPLANATORY NOTE


         This Registration Statement relates, in part, to the registration of
1,342,500 shares of Common Stock, par value $.01 per share, of Jennifer
Convertibles, Inc. authorized for issuance under and upon the exercise of
certain individual Stock Option Agreements, and the filing of a resale
prospectus with respect to certain of those shares that are held by affiliates
of Jennifer Convertibles. In accordance with the instructional Note to Part I of
Form S-8 as promulgated by the Securities and Exchange Commission, the
information specified by Part I of Form S-8 has been omitted from this
Registration Statement on Form S-8 for offers of Common Stock pursuant to the
Stock Option Agreements. The Prospectus filed as part of this Registration
Statement has been prepared in accordance with the requirements of Form S-3 and
may be used for reofferings and resales of registered shares of Common Stock
which have been and/or may hereafter be issued upon the exercise of options
which have been and/or may hereafter be granted under any of the Stock Option
Agreements.

<PAGE>



                     Description of Stock Option Agreements


Certain directors, officers, employees and consultants of Jennifer Convertibles
were issued stock options pursuant to individual Stock Option Agreements:

<TABLE>
<CAPTION>
                                                                                                Number of Shares
                                                                                                of Common Stock Underlying
                                                                                                the
Grant Date                        Expiration Date                Exercise Price                 Stock Options
----------                        ---------------                --------------                 -------------
<S>                              <C>                            <C>                            <C>
8/15/1999                         8/15/2009                      $3.52                          300,000
1/12/2001                         1/12/2011                      $3.52                          150,000
6/25/1998                         6/25/2008                      $2.00                          5,000
6/14/2000                         6/14/2010                      $2.00                          25,000
5/6/1997                          5/6/2007                       $2.00                          10,000
6/25/1998                         6/25/2008                      $2.00                          5,000
5/6/1997                          5/6/2007                       $2.00                          10,000
6/14/2000                         6/14/2010                      $2.00                          5,000
5/6/1997                          5/6/2007                       $2.00                          20,000
2/7/1995                          2/7/2005                       $2.94                          25,000
6/14/2000                         6/14/2010                      $2.00                          25,000
5/6/1997                          5/6/2007                       $2.00                          7,500
6/25/1998                         6/25/2008                      $2.00                          5,000
5/6/1997                          5/6/2007                       $2.00                          20,000
5/6/1997                          5/6/2007                       $2.00                          50,000
5/6/1997                          5/6/2007                       $2.00                          15,000
6/25/1998                         6/25/2008                      $2.00                          5,000
6/25/1998                         6/25/2008                      $2.00                          5,000
6/14/2000                         6/14/2010                      $2.00                          7,000
5/6/1997                          5/6/2007                       $2.00                          3,000
6/25/1998                         6/25/2008                      $2.00                          5,000
6/14/2000                         6/14/2010                      $2.00                          3,000
5/6/1997                          5/6/2007                       $2.00                          7,000
1/12/2001                         1/12/2011                      $3.52                          300,000
5/6/1997                          5/6/2007                       $2.00                          7,500
5/6/1997                          5/6/2007                       $2.00                          10,000
5/6/1997                          5/6/2007                       $2.00                          22,000
5/6/1997                          5/6/2007                       $2.00                          7,500
6/25/1998                         6/25/2008                      $2.00                          5,000
6/25/1998                         6/25/2008                      $2.00                          3,000
5/16/1997                         5/6/2007                       $2.00                          5,000
5/16/1997                         5/6/2007                       $2.00                          25,000
6/14/2000                         6/14/2010                      $2.00                          10,000
5/6/1997                          5/6/2007                       $2.00                          35,000
5/16/1997                         5/6/2007                       $2.00                          7,000
11/8/2000                         11/8/2010                      $2.00                          3,000
6/14/2001                         6/14/2011                      $3.52                          30,000
1/12/2001                         1/12/2011                      $3.52                          100,000
1/25/1993                         1/25/2003                      $13.13                         35,000
6/14/2000                         6/14/2010                      $2.00                          25,000
</TABLE>

<PAGE>

                                   PROSPECTUS

                           Jennifer Convertibles, Inc.

                         810,000 Shares of Common Stock
                            Par Value $.01 Per Share
                         issued or issuable pursuant to
                       Individual Stock Option Agreements



         The shares of common stock, par value $.01 per share, offered hereby
are shares which have been or may in the future be issued upon the exercise of
stock options which have been or may in the future be granted under certain
individual Stock Option Agreements, to be sold by our stockholders identified
herein. These persons are referred to in this prospectus as the "Selling
Stockholders." See "Selling Stockholders" for information about these persons.

         Some or all of the shares offered under this prospectus may be offered
for sale from time to time by the Selling Stockholders or by pledgees, donees,
transferees, or other successors in interest. These sales may be made on one or
more exchanges, in the over-the-counter market, or otherwise, at prices and on
terms then prevailing, or at prices related to the then-current market price, or
in negotiated transactions or otherwise, or by underwriters pursuant to an
underwriting agreement in customary form, or in a combination of any such
methods of sale. The Selling Stockholders and any broker-dealers (including
underwriters) who may participate in a sale of the shares may be deemed to be
statutory underwriters within the meaning of the Securities Act of 1933, as
amended, and the commissions paid or discounts or concessions allowed to any of
such broker-dealers (including underwriters) by any person, as well as any
profits received on the resale of the Shares if any of such broker-dealers
(including underwriters) should purchase any shares as a principal, may be
deemed to be underwriting discounts and commissions under the Securities Act.
All discounts, commissions or fees incurred in connection with the sale of the
shares offered hereby will be paid by the Selling Stockholders or by the
purchasers of the shares, except that the expenses of registering the shares and
preparing and filing this Prospectus with the Securities and Exchange
Commission, and of registering or qualifying the shares under the blue sky laws
of any jurisdiction necessary to permit the distribution as described in this
prospectus, will be paid by us. See "Plan of Distribution" for more information
about the sale of the shares offered by this prospectus. We will not receive any
of the proceeds from the sale of the shares by the Selling Stockholders.

         Our common stock is traded on the Over-The-Counter Bulletin Board under
the symbol JENN:OB.

         On November 4, 2002, the closing bid price for our common stock, as
reported by the Over-The-Counter Bulletin Board, was $3.75.


         THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
        PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY THE RISK FACTORS
                    INDICATED UNDER "RISK FACTORS" ON PAGE 4.


THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES AUTHORITY NOR HAS THE COMMISSION OR
ANY STATE SECURITIES AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                   ----------

                The date of this Prospectus is November 5, 2002.

                                   ----------

                                       1
<PAGE>

         No person has been authorized in connection with any offering made
hereby to give any information or to make any representation not contained in
this prospectus, and, if given or made, such information or representation must
not be relied upon as having been authorized by us or any Selling Stockholder.
This prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any security other than the shares offered by this prospectus, nor
does it constitute an offer to sell or a solicitation of an offer to buy any
shares of common stock offered hereby to any person in any jurisdiction where it
is unlawful to make such offer or solicitation. Neither the delivery of this
prospectus nor any sale hereunder shall, under any circumstances, create any
implication that information contained herein is correct as of any time
subsequent to the date hereof.


                       WHERE YOU CAN FIND MORE INFORMATION

         We are subject to certain informational reporting requirements of the
Securities Exchange Act of 1934 and, in accordance with the Exchange Act, file
reports, proxy statements and other information with the Securities and Exchange
Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the SEC at
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549 and at the
Chicago Regional Office, Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, IL 60661-2511. Copies of such material can be obtained from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549 at prescribed rates. The SEC maintains a Web site that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the SEC. The address of the
SEC's Web site is http://www.sec.gov.

                                   ----------

         We will provide without charge to each person, including beneficial
owners, to whom this prospectus is delivered, upon the written or oral request
of such person, a copy of any and all of the documents that have been or may be
incorporated by reference in this prospectus, other than exhibits to such
documents unless such exhibits are specifically incorporated by reference into
such documents. Requests for such copies should be directed to Jennifer
Convertibles, Inc., 419 Crossways Park Drive, Woodbury, New York 17797,
Attention: Harley J. Greenfield. Our telephone number is (516) 496-1900.

                                   ----------



                                       2
<PAGE>

                         TABLE OF CONTENTS

PROSPECTUS...................................................1
RISK FACTORS.................................................4
THE COMPANY..................................................7
SELLING STOCKHOLDERS.........................................8
USE OF PROCEEDS..............................................10
PLAN OF DISTRIBUTION.........................................10
LEGAL MATTERS................................................10
EXPERTS......................................................10
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..............11
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS............11


                                       3
<PAGE>

                                  RISK FACTORS

         An investment in the shares being offered by this prospectus involves a
high degree of risk. In addition to the other information in this prospectus or
incorporated herein by reference, the following factors should be considered
carefully in evaluating an investment in the shares of common stock offered by
this prospectus. This prospectus contains and incorporates by reference
forward-looking statements within the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. Reference is made in particular to the
discussion set forth under "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in our Annual Report on Form 10-K/A for the
fiscal year ended August 25, 2001; our Quarterly Reports on Form 10-Q/A for the
quarters ended November 24, 1001 and February 23, 2002; and our Quarterly Report
on Form 10-Q for the quarter ended May 25, 2002 and under "Business" in the
Form 10-K/A, incorporated in this prospectus by reference. Such statements are
based on current expectations that involve a number of uncertainties including
those set forth in the risk factors below. Actual results could differ
materially from those projected in the forward-looking statements. Jennifer
Convertibles is also subject to more general risks described in the Section
"Special Note Regarding Forward Looking Statements" beginning on page 11.

There is no assurance we will continue to operate profitably and we currently
have a low net worth.

         We achieved net income of $2,748,000 and $4,875,000 in the fiscal years
ended August 25, 2001 and August 26, 2000, respectively. We achieved net income
of $236,000 in the fiscal year ended August 28, 1999. The furniture business is
cyclical and we may be unable to continue operating profitably, either due to a
change in such cycle, losses from new stores, changes in consumer preferences or
demographics or unknown risks and uncertainties that may cause us to incur
losses from operations. Our profit decreased in fiscal year 2001 due to a change
in how we recognize revenue from the sale of fabric protection and the worsening
U.S. economy. We had a capital deficiency of $905,000 and a working capital
deficiency of $3,865,000 as of August 25, 2001. Such capital and working capital
deficiencies may impair our ability to obtain additional financing or credit
from our suppliers and make it more difficult to obtain leases from landlords.

The outcome of pending litigation is uncertain and may entail significant
expense.

         As more fully described under the section entitled "Legal Proceedings"
in our Annual Report on Form 10-K/A for the fiscal year ended August 25, 2001,
incorporated herein by reference, we are currently involved in certain
derivative litigation. We have spent a substantial amount on legal fees and
other expenses in connection with such litigation. Although we have entered into
proposed settlement agreements, effectiveness of such agreements is subject to
court approval and other conditions and there can be no assurance such
conditions will be met.

We may be liable for up to $2,700,000 per year of "short-fall" payments to a
related private company.

         As part of our proposed settlement with a related private company, we
obtained the right to open an unlimited number of stores in New York for a
royalty of $400,000 per year. Because we will be managing the private company's
stores and because we may negatively impact the private company's sales by
opening stores in its territory, we agreed to pay the private company up to
$2,700,000 per year if its sales drop below specified levels. The provisions of
the proposed settlement are currently in effect due to the Interim Operating
Agreement entered into with the private company.

Our company could suffer from potential conflicts of interest.

         Potential conflicts of interest exist since two of our principal
stockholders, directors and officers, Harley J. Greenfield, our Chairman of the
Board and Chief Executive Officer, and Edward B. Seidner, a director and our
Executive Vice President, are owed over $10 million by the private company,
which owns, controls or licenses the private company stores. Accordingly, such
persons derive substantial economic benefits from the private company. In
addition, Fred Love, the owner of the private company through a trust of which
Jerry Silverman is the trustee, is Mr. Greenfield's brother-in-law.
Circumstances may arise in which the interest of the private company stores, of
the private company or of Mr. Greenfield and Mr. Seidner will conflict with our
interests, including the negotiations to settle the litigation described above.
There are also numerous relationships, and have been numerous transactions,
between us and the private company, including an agreement under which we
warehouse and purchase merchandise for the private company, manage its stores
and provide it other services. See the section entitled "Certain Relationships
and Related Transactions" in our Annual Report on Form 10-K/A for the fiscal
year ended August 25, 2001, incorporated herein by reference,.

                                       4
<PAGE>

We heavily depend on one supplier.

         We purchase a significant percentage of our merchandise from Klaussner
Furniture, which also manufactures furniture under the Sealy(R) brand name.
During the fiscal year ended August 25, 2001, we purchased approximately 71% of
our merchandise from Klaussner. Since a large portion of our revenues have been
derived from sales of Klaussner products, the loss of this supplier could have a
material adverse impact on us until alternative sources of supply are
established. Klaussner is also a principal stockholder and creditor of ours. Our
obligations to Klaussner are secured by substantially all of our assets.
Klaussner's position as a significant creditor could potentially result in a
temporary or permanent loss of our principal supply of merchandise, if, for
example, Klaussner halted supply because we defaulted on or were late in making
our payments to Klaussner. Moreover, Klaussner's position as a secured creditor,
together with our limited net worth, may make it difficult to obtain substantial
supplies from our vendors. Klaussner has recently entered the retail furniture
business in the United States. See the section entitled "Certain Relationships
and Related Transactions" in our Annual Report on Form 10-K/A for the fiscal
year ended August 25, 2001, incorporated herein by reference.

The cyclical nature of the furniture industry poses risks to us from prolonged
economic downturn.

         The furniture industry historically has been cyclical, fluctuating with
general economic cycles. During economic downturns, the furniture industry tends
to experience longer periods of recession and greater declines than the general
economy. We believe that the industry is significantly influenced by economic
conditions generally and particularly by consumer behavior and confidence, the
level of personal discretionary spending, housing activity, interest rates,
credit availability, demographics and overall consumer confidence. All of these
factors are currently being negatively affected by the economic downturn and a
prolonged economic downturn might have a material adverse effect on our
business.

Competition in the furniture industry could cost us sales and cause us to reduce
prices.

         The retail sofabed business is highly competitive and includes
competition from traditional furniture retailers and department stores as well
as numerous discount furniture outlets. Our stores may face sharp price cutting,
as well as imitation and other forms of competition, and we cannot prevent or
restrain others from utilizing a similar marketing format. Although we are the
largest sofabed specialty retail dealer in the United States, many of our
competitors have considerably greater financial resources.

We may have difficulty obtaining additional financing.

         Our ability to expand and support our business may depend upon our
ability to obtain additional financing. We may have difficulty obtaining debt
financing as all of our assets are pledged to Klaussner as security for the
amounts we owe under the Klaussner Credit and Security Agreement and because of
our low net worth. From time to time, our financial position has made it
difficult for us to secure third party consumer financing. Inability to offer
such financing could adversely affect sales.

Harley J. Greenfield and current management are likely to retain control.

         As of November 13, 2001, Harley J. Greenfield, our Chairman of the
Board and Chief Executive Officer and principal stockholder, beneficially owned
approximately 16.4% of our outstanding shares of common stock. Approximately
40.4% of the outstanding common stock is beneficially owned by all officers and
directors as a group, including Messrs. Greenfield and Seidner. Since the
holders of our common stock do not have cumulative voting rights, such officers'
and directors' ownership of our common stock will likely enable them to exercise
significant influence in matters such as the election of our directors and other
matters submitted for stockholder approval. Also, the relationship of such
persons to the private company could serve to perpetuate management's control in
light of the private company's ownership of assets used by us.

                                       5
<PAGE>

Our future success depends heavily on two executives.

         Our future success will depend substantially upon the abilities of
Harley J. Greenfield, our Chairman of the Board and Chief Executive Officer and
one of our principal stockholders as well as Rami Abada, our President, Chief
Operating Officer and Chief Financial Officer. The loss of Mr. Greenfield's
and/or Mr. Abada's services could materially adversely affect our business and
our prospects for the future.

We are not likely to declare dividends.

         We have never declared or paid any cash dividends on our capital stock
and do not intend to pay any cash dividends in the foreseeable future, except as
required on our Series B Preferred Stock. We currently anticipate that we will
retain all our earnings for use in the operation and expansion of our business
and, therefore, do not anticipate that we will pay any cash dividends in the
foreseeable future except as required on our Series B Preferred Stock.


                                       6
<PAGE>


                                   THE COMPANY

         We are the owner and licensor of the largest group of sofabed specialty
retail stores in the United States, with stores located throughout the Eastern
seaboard, in the Midwest, on the West Coast and in the Southwest. As of August
25, 2001, our stores include 171 Jennifer Convertibles stores and 17 Jennifer
Leather stores. Of these 188 stores, we owned 112 and licensed 76, including 28
owned or operated by a related private company.

         Jennifer Convertibles stores specialize in the retail sale of a
complete line of sofabeds. Additionally, we sell sofas and companion pieces,
such as loveseats, chairs and recliners, in both fabric and leather, designed
and priced to appeal to a broad range of consumers. The sofabeds and companion
pieces are made by several manufacturers and range from high-end merchandise to
relatively inexpensive models. We are the largest dealer of Sealy(R) sofabeds in
the United States. The private label Jennifer Leather stores specialize in the
retail sale of leather living room furniture. We display merchandise in
attractively decorated settings designed to show the merchandise as it would
appear in the customer's home. In order to generate sales, our licensees and we
rely on the attractive image of the stores, competitive pricing, prompt delivery
and extensive advertising.

         We believe that the image presented by our stores is an important
factor in our overall marketing strategy. Accordingly, stores are designed to
display our merchandise in attractive settings. All of our stores are of a
similar clearly-defined style, are designed as showrooms for the merchandise and
are carpeted, well-lighted and well-maintained. Inventories for delivery are
maintained in separate warehouses. We display a variety of sofabeds and
companion pieces at each Jennifer Convertibles retail location with cocktail
tables and other accessories. In contrast to certain of our competitors that
primarily target particular segments of the market, we attempt to attract
customers covering the broadest socioeconomic range of the market and,
accordingly, offer a complete line of sofabeds made by a number of manufacturers
in a variety of styles at prices currently ranging from approximately $299 to
$2,200. The Jennifer Leather stores similarly offer a complete line of leather
living room furniture in a variety of styles and colors at prices currently
ranging from approximately $599 to $5,000. We also generally feature attractive
price incentives to promote the purchase of merchandise. In addition to offering
merchandise by brand name manufacturers, we offer merchandise at our Jennifer
Convertibles and Jennifer Leather stores under the private label "Bellissimo
Collection" brand name for leather merchandise.

         Although each style of sofabed, loveseat, sofa, chair and recliner is
generally displayed at Jennifer Convertibles stores in one color of fabric,
samples of the other available colors and fabrics or leathers are available. On
selected merchandise, up to 2,000 different colors and fabrics are available for
an additional charge. To maximize the use of our real estate and to offer
customers greater selection and value, we, as is common in the mattress
industry, sell various sizes of sofabeds with various sizes of mattresses but
display only one size of sofabed at our stores. We also offer leather furniture
in a number of different grades of leather and colors. We generate additional
revenue by selling tables and offering related services, such as fabric
protection and a lifetime warranty.

         A related private company operates 28 Jennifer Convertibles stores, 25
of which it owns and three of which it licenses or manages. We do not own or
collect any royalties from the 25 private company owned stores which are located
in New York. However, the private company operates these stores in substantially
the same way as we operate our stores and we are currently managing certain
aspects of such stores. The private company is owned by Fred Love though a trust
of which Jerry Silverman is the trustee. Mr. Love is currently one of our
principal stockholders and formerly was one of our directors. Mr. Love is also
the brother- in-law of Harley J. Greenfield, our Chairman of the Board, Chief
Executive Officer, director and principal stockholder. See the sections
entitled, "Notes to Consolidated Financial Statements Footnote - Related Party
Transactions" and "Certain Relationships and Related Transactions" in our Annual
Report on Form 10-K/A for the fiscal year ended August 25, 2001, incorporated
herein by reference.

         Merchandise ordered from inventory is generally available to be
delivered within two weeks. Customers who place special orders for items, colors
or fabrics not in inventory must generally wait four to six weeks for delivery,
except for Italian leather merchandise which may take up to 20 weeks. We believe
that our ability to offer quick delivery of merchandise represents a significant
competitive advantage.

                                       7
<PAGE>

                              SELLING STOCKHOLDERS

         The Selling Stockholders are offering hereby shares which have been or
may hereafter be acquired by them upon the exercise of options granted under
certain individual Stock Option Agreements. The names of additional Selling
Stockholders and the number of shares offered hereby by them may be added to
this prospectus from time to time by an addendum or supplement to this
prospectus. Other persons who acquire shares from the Selling Stockholders may
also be identified as Selling Stockholders by means of an addendum or supplement
to this prospectus.

Rami Abada is our Chief Financial Officer and a director.

Edward Bohn is one of our directors.

Kevin Coyle is one of our directors.

Harley J. Greenfield is our Chief Executive Officer and Chairman of the Board.

Joseph Schillero is our Controller.

Edward Seidner is our Executive Vice President and a director.

Bernard Wincig is one of our directors.

         The following table lists the Selling Stockholders and other
information regarding the beneficial ownership of Common Stock by each of the
Selling Stockholders as of August 31, 2002.

<TABLE>
<CAPTION>
                             Number of Shares                             Number of Shares to       Percentage of Class
                            Beneficially Owned      Number of Shares        be Beneficially         to be Beneficially
Name                       Prior to Offering(1)     Being Offered(2)     Owned After Offering(3)   Owned After Offering

<S>                            <C>                        <C>                    <C>                     <C>
Rami Abada                     603,000(4)                 450,000                253,000                 4.4%

Edward Bohn                     46,166(5)                  25,000                 29,500                  *

Kevin Coyle                     52,916(6)                  50,000                 11,250                  *

Harley J. Greenfield         1,200,921(7)                 300,000              1,100,921                19.3%

Joseph Schillero                10,000(8)                  30,000                      -                  *

Edward Seidner                 765,547(9)                 100,000                732,214                12.8%

Bernard Wincig                165,239(10)                  25,000                148,573                 2.6%
</TABLE>

* Less than 1% of the outstanding Common Stock.


----------
(1)  Includes all shares of Common Stock owned by the Selling Stockholder and
     shares of Common Stock which the Selling Stockholder has the right to
     acquire, through the exercise of options including those granted under the
     Stock Option Agreements, within 60 days after the date hereof.

                                       8
<PAGE>

(2)  Includes certain shares of Common Stock acquired by the Selling Stockholder
     pursuant to the exercise of options granted under the Stock Option
     Agreements and all shares of Common Stock which the Selling Stockholder has
     the right to acquire, through the exercise of options granted under the
     Stock Option Agreements, whether or not such right has yet become
     exercisable or will become exercisable within 60 days after the date
     hereof.

(3)  Includes shares of Common Stock owned by the Selling Stockholder and Shares
     of Common Stock which the Selling Stockholder has the right to acquire,
     through the exercise of options, other than those granted under the Stock
     Option Agreements, within 60 days after the date hereof. Assumes all shares
     registered pursuant hereto will be sold, although there can be no assurance
     that any of the Selling Stockholders will offer for sale or sell any or all
     of the Common Stock offered by them pursuant to this Prospectus. Also
     assumes that no other shares are acquired or transferred by the Selling
     Stockholder.

(4)  Includes 550,000 shares of common stock underlying exercisable options.
     Excludes 100,000 shares underlying options that will not become exercisable
     within 60 days of the date hereof.

(5)  Includes 41,666 shares of common stock underlying exercisable options.
     Excludes 8,334 shares underlying options that will not become exercisable
     within 60 days of the date hereof.

(6)  Includes 41,666 shares of common stock underlying exercisable options.
     Excludes 8,334 shares underlying options that will not become exercisable
     within 60 days of the date hereof.

(7)  Includes (a) 292,831 shares underlying options granted to Mr. Greenfield by
     Mr. Love and the private company, over which Mr. Greenfield has no voting
     power but has shared dispositive power, as such shares may not be disposed
     of without his consent, (b) 300,000 shares of common stock underlying
     options to acquire convertible preferred stock granted to Mr. Greenfield by
     Klaussner, and which Mr. Greenfield has the right to acquire upon the
     exercise of options, and (c) 298,032 shares of common stock underlying
     exercisable options, but excludes 299,015 shares underlying options that
     will not become exercisable within 60 days of the date hereof.

(8)  Includes 10,000 shares underlying exercisable options. Excludes 20,000
     shares underlying options that will not become exercisable within 60 days
     of the date hereof.

(9)  Includes (a) 292,831 shares underlying the option granted to Mr. Seidner
     by Mr. Love and the private company, over which Mr. Seidner has no voting
     power but has shared dispositive power, as such shares may not be disposed
     of without his consent and (b) 33,333 shares of common stock underlying
     exercisable options, but excludes 66,666 shares underlying options that
     will not become exercisable within 60 days of the date hereof.

(10) Includes 8,800 shares of our common stock owned by Mr. Wincig's wife and
     45,666 shares of common stock underlying exercisable options. Excludes
     8,334 shares underlying options that will not become exercisable within 60
     days of the date hereof.

                                       9
<PAGE>

                                 USE OF PROCEEDS

         We are unable to predict the time, if ever, when options will be
exercised. Therefore, we are unable to estimate the net proceeds from any such
exercises. Moreover, the Stock Option Agreements permit certain methods of
exercising options which would not result in us receiving any cash proceeds.
Accordingly, the proceeds from the exercise of options, if any, have not been
allocated for any particular purpose. We will not receive any proceeds from the
subsequent sale of shares by the Selling Stockholders.

                              PLAN OF DISTRIBUTION

         The shares may be offered and sold from time to time by the Selling
Stockholders, or by pledgees, donees, transferees or other successors in
interest. Such offers and sales may be made from time to time on one or more
exchanges or in the over-the-counter market, or otherwise, at prices and on
terms then prevailing or at prices related to the then-current market price, or
in negotiated transactions. The shares may be sold by one or more of the
following: (a) a block trade in which the broker or dealer so engaged will
attempt to sell the Shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (b) purchases by a broker or
dealer as principal and resale by such broker or dealer for its account; (c) an
exchange distribution in accordance with the rules of such exchange; (d)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers; and (e) a combination of any such methods of sale. In effecting
sales, brokers or dealers engaged by the Selling Stockholders may arrange for
other brokers or dealers to participate. Brokers or dealers may receive
commissions or discounts from Selling Stockholders or from purchasers in amounts
to be negotiated immediately prior to the sale. Such brokers or dealers and any
other participating brokers or dealers may be deemed to be "underwriters" within
the meaning of the Securities Act in connection with such sales.

         In addition, any securities covered by this Prospectus which qualify
for sale pursuant to Rule 144 or Rule 701 promulgated under the Securities Act
may be sold under Rule 144 or Rule 701 rather than pursuant to this Prospectus.

         We may enter into customary agreements with the Selling Stockholders
concerning indemnification and the provision of information in connection with
the sale of the shares.

         There is no assurance that any of the Selling Stockholders will offer
for sale or sell any or all the common stock covered by this prospectus.

         The stockholders listed above under "Selling Stockholders," and any
other person with whom such Selling Stockholder is acting in concert for the
purpose of selling securities of Jennifer Convertibles, may not sell by means of
the prospectus more than the amount of securities, during any three-month
period, specified in Rule 144(e) promulgated under the Securities Act.


                                  LEGAL MATTERS

         The validity of the issuance of the shares of Common Stock registered
under this Registration Statement has been passed upon for the Registrant by
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. A member of that firm owns
an aggregate of 18,000 shares of Common Stock of the Registrant.

                                     EXPERTS

         The consolidated financial statements of Jennifer Convertibles, Inc.
appearing in its Annual Report on Form 10-K/A for the year ended August 25, 2001
have been audited by Eisner LLP, independent public accountants, as indicated in
their report with respect thereto, included therein and incorporated herein by
reference such consolidated financial statements and are incorporated herein by
reference in reliance upon such report given upon the authority of said firm as
experts in accounting and auditing.


                                       10
<PAGE>

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents that we filed with the SEC are incorporated
herein by reference:

         (a)      Annual Report on Form 10-K/A for the fiscal year ended August
                  25, 2001.

         (b)      Quarterly Reports on Form 10-Q/A for the quarters ended
                  November 24, 2001 and February 23, 2002; and Form 10-Q for the
                  quarter ended May 25, 2002.

         (c)      The description of Common Stock contained in the Company's
                  Registration Statement on Form 8-A (File No. 000-24919) filed
                  with the SEC on August 27, 1987, as amended.

         All documents subsequently filed by us pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the
date of this prospectus and prior to the termination of the offering of the
shares shall be deemed to be incorporated by reference in this Prospectus and to
be deemed a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus.

                SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

         Certain statements included or incorporated by reference into this
prospectus constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995, and include statements made in
press releases and oral statements made by our officers, directors or employees
acting on our behalf. All such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause our actual
results, performance or achievements, or industry results, to be materially
different from any future results, performance, or achievements expressed or
implied by such forward-looking statements. Such factors include, among others,
market demand for our products, successful implementation of our products,
competitive factors, the ability to manage our growth, the ability to recruit
additional personnel and other factors referenced in this prospectus and in our
filings with the Securities and Exchange Commission. In addition to statements
which explicitly describe such risks and uncertainties, you are urged to
consider statements labeled with the terms "believes," "belief," "expects,"
"plans," "anticipates" or "intends," to be uncertain and forward-looking.


                                       11
<PAGE>





                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents by Reference.

         The following documents filed by the Registrant with the Commission are
incorporated herein by reference:

         (a)      Annual Report on Form 10-K/A for the fiscal year ended August
                  25, 2001.

         (b)      Quarterly Reports on Form 10-Q/A for the quarters ended
                  November 24, 2001 and February 23, 2002; and Form 10-Q for the
                  quarter ended May 25, 2002.

         (c)      The description of Common Stock contained in the Company's
                  Registration Statement on Form 8-A filed with the SEC on
                  August 26, 1987, as amended.

         All reports and other documents filed by the Registrant after the date
hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior
to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the date of filing of such reports and documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         The validity of the issuance of the shares of Common Stock registered
under this Registration Statement has been passed upon for the Registrant by
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. A member of that firm owns
an aggregate of 18,000 shares of Common Stock of the Registrant.

Item 6.  Indemnification of Directors and Officers.

         Incorporated by reference from the Registrant's Registration Statement
on Form S-1, Nos. 333-22214 and 33-10800.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         (4.1)    Form of Common Stock Certificate (Filed as Exhibit 5.1 to
                  Registrant's Registration Statement on Form 8-A, dated August
                  26, 1987, as amended, and incorporated herein by reference).

         (4.2)    Certificate of Incorporation of the Registrant (Filed as
                  Exhibit 3.1 to Registrant's Registration Statement on Form
                  S-1, as amended, Nos. 333-22214 and 33-10800, and incorporated
                  herein by reference).

         (4.3)    Restated By-Laws of the Registrant (Filed as Exhibit 3.2 to
                  Registrant's Registration Statement on Form S-1, as amended,
                  Nos. 333-22214 and 33-10800, and incorporated herein by
                  reference).

<PAGE>

         (5)      Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                  as to the legality of shares being registered.

         (23.1)   Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                  (included in opinion of counsel filed as Exhibit 5).

         (23.2)   Consent of Eisner LLP.

         (24)     Power of Attorney to file future amendments (set forth on the
                  signature page of this Registration Statement).

Item 9.  Undertakings.

(a)      The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective amendment to this Registration Statement:

                        (i) To include any  prospectus  required by Section
                  10(a)(3) of the Securities Act of 1933;

                       (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represents a fundamental
                  change in the information set forth in the Registration
                  Statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than a 20% change in the maximum aggregate
                  offering price set forth in the "Calculation of Registration
                  Fee" table in the effective Registration Statement.

                      (iii) To include any material information with respect to
                  the plan of distribution not previously disclosed in the
                  Registration Statement or any material change to such
                  information in the Registration Statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the Registration Statement is on Form S-3, Form S-8 or
         Form F-3, and the information required to be included in a
         post-effective amendment by those paragraphs is contained in periodic
         reports filed with or furnished to the Commission by the Registrant
         pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
         of 1934 that are incorporated by reference in this Registration
         Statement.

         (2) That, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
         any of the securities being registered which remain unsold at the
         termination of the offering.

(b)      The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Securities Exchange Act of 1934 that is incorporated by
         reference in this Registration Statement shall be deemed to be a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

<PAGE>

(c)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors, officers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification against such liabilities
         (other than the payment by the Registrant of expenses incurred or paid
         by a director, officer or controlling person of the Registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.


<PAGE>


                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Woodbury, New York on November 5, 2002.


                                        JENNIFER CONVERTIBLES, INC.



                                        By  /s/ Harley J. Greenfield
                                            ----------------------------
                                            Harley J. Greenfield
                                            Chief Executive Officer


         Each person whose signature appears below constitutes and appoints
Harley J. Greenfield and Rami Abada, and each of them singly, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in each of them singly, for him and in his name, place and stead,
and in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8 of
Jennifer Convertibles, Inc., and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting to the attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in or about the premises, as full to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that the attorneys-in-fact and agents or any of each of them or their substitute
may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                                            Title                              Date
---------                                            -----                              ----

<S>                                                  <C>                                <C>
/s/ Harley J. Greenfield                             Chief Executive Officer and
--------------------------------                     Chairman of the Board              November 5, 2002
Harley J. Greenfield

/s/ Rami Abada                                       Chief Financial Officer and        November 5, 2002
--------------------------------                     Director
Rami Abada

/s/ Edward Seidner                                   Executive Vice President and       November 5, 2002
--------------------------------                     Director
Edward Seidner

/s/ Joseph Schillero                                 Controller                         November 5, 2002
--------------------------------
Joseph Schillero

/s/ Edward Bohn                                      Director                           November 5, 2002
--------------------------------
Edward Bohn

/s/ Kevin Coyle                                      Director                           November 5, 2002
--------------------------------
Kevin Coyle

/s/ Bernard Wincig                                   Director                           November 5, 2002
--------------------------------
Bernard Wincig
</TABLE>


<PAGE>


                           Jennifer Convertibles, Inc.

                          INDEX TO EXHIBITS FILED WITH
                         FORM S-8 REGISTRATION STATEMENT


Exhibit
Number            Description
------            -----------

(4.1)             Form of Common Stock Certificate (1) (Filed as Exhibit 5.1 to
                  Registrant's Registration Statement on Form 8-A, dated August
                  26, 1987, as amended, and incorporated herein by reference).

(4.2)             Certificate of Incorporation of the Registrant (Filed as
                  Exhibit 3.1 to Registrant's Registration Statement on Form
                  S-1, as amended, Nos. 333-22214 and 33-10800, and incorporated
                  herein by reference).

(4.3)             Restated By-Laws of the Registrant (Filed as Exhibit 3.2 to
                  Registrant's Registration Statement on Form S-1, as amended,
                  Nos. 333-22214 and 33-10800, and incorporated herein by
                  reference).

(5)               Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                  as to the legality of shares being registered, filed herewith.

(23.1)            Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                  (included in opinion of counsel filed as Exhibit 5).

(23.2)            Consent of Eisner LLP, filed herewith.

(24)              Power of Attorney to file future amendments (set forth on the
                  signature page of this Registration Statement.)
[{"type": "S-8", "sequence": "1", "filename": "b321087_s8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 60199}]
{"company-data": {"conformed-name": "JENNIFER CONVERTIBLES INC", "cik": "0000806817", "assigned-sic": "5712", "irs-number": "112824646", "state-of-incorporation": "DE", "fiscal-year-end": "0830"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-101024", "film-number": "02809959"}, "business-address": {"street1": "419 CROSSWAYS PK DR", "city": "WOODBURY", "state": "NY", "zip": "11797", "phone": "5164961900"}, "mail-address": {"street1": "419 CROSSWAYS PARK DR", "street2": "419 CROSSWAYS PARK DR", "city": "WOODBURY", "state": "NY", "zip": "11797"}}
As filed with the Securities and Exchange Commission on November 5, 2002

                                                        REGISTRATION NO. 333 -
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    Form S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                           JENNIFER CONVERTIBLES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                   Delaware                           11-2824646
         (State or Other Jurisdiction              (I.R.S. Employer
       of Incorporation or Organization)          Identification No.)

                            419 Crossways Park Drive
                            Woodbury, New York 11797
          (Address, Including Zip Code, of Principal Executive Offices)

                       Individual Stock Option Agreements
                           (Full Titles of the Plans)

                  Harley J. Greenfield, Chief Executive Officer
                           Jennifer Convertibles, Inc.
                            419 Crossways Park Drive
                            Woodbury, New York 11797
                                 (516) 496-1900
                 (Name, Address and Telephone Number, Including
                        Area Code, of Agent For Service)

                                 with a copy to:
                              Kenneth R. Koch, Esq.
                 Mintz Levin Cohn Ferris Glovsky and Popeo P.C.
                                666 Third Avenue
                            New York, New York 10017
                                 (212) 935-3000
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                Proposed                    Proposed
          Title of                    Amount to be               Maximum                     Maximum
 Securities to be Registered          Registered(1)          Offering Price                 Aggregate                   Amount of
                                                              Per Share (2)            Offering Price (2)           Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value            880,000                  $3.52                     $3,097,600                    $284.98

Common Stock, $.01 par value             25,000                  $2.94                        $73,500                      $6.76

Common Stock, $.01 par value             35,000                 $13.13                       $459,550                     $42.28

Common Stock, $.01 par value            402,500                  $2.00                       $805,000                     $74.06

                                     --------------                                      --------------              --------------
                                    1,342,500 shares                                       $4,435,650                   $408.08
====================================================================================================================================
(1)  The number of shares of common stock, par value $.01 per share ("Common
     Stock"), stated above consists of the aggregate number of shares which may
     be sold upon the exercise of options which have been granted under certain
     individual Stock Option Agreements described herein. The maximum number of
     shares which may be sold upon the exercise of such options granted under
     the Stock Option Agreements are subject to adjustment in accordance with
     certain anti-dilution and other provisions of the Stock Option Agreements.
     Accordingly, pursuant to Rule 416 under the Securities Act of 1933, as
     amended (the "Securities Act"), this Registration Statement covers, in
     addition to the number of shares stated above, an indeterminate number of
     shares which may be subject to grant or otherwise issuable after the
     operation of any such anti-dilution and other provisions.

(2)  This calculation is made solely for the purpose of determining the
     registration fee pursuant to the provisions of Rule 457(c) and (h) under
     the Securities Act as follows: in the case of shares of Common Stock which
     may be purchased upon exercise of outstanding options, the fee is
     calculated on the basis of the price at which the options may be exercised.

                                EXPLANATORY NOTE

         This Registration Statement relates, in part, to the registration of
1,342,500 shares of Common Stock, par value $.01 per share, of Jennifer
Convertibles, Inc. authorized for issuance under and upon the exercise of
certain individual Stock Option Agreements, and the filing of a resale
prospectus with respect to certain of those shares that are held by affiliates
of Jennifer Convertibles. In accordance with the instructional Note to Part I of
Form S-8 as promulgated by the Securities and Exchange Commission, the
information specified by Part I of Form S-8 has been omitted from this
Registration Statement on Form S-8 for offers of Common Stock pursuant to the
Stock Option Agreements. The Prospectus filed as part of this Registration
Statement has been prepared in accordance with the requirements of Form S-3 and
may be used for reofferings and resales of registered shares of Common Stock
which have been and/or may hereafter be issued upon the exercise of options
which have been and/or may hereafter be granted under any of the Stock Option
Agreements.
Description of Stock Option Agreements

Certain directors, officers, employees and consultants of Jennifer Convertibles
were issued stock options pursuant to individual Stock Option Agreements:
Number of Shares
                                                                                                of Common Stock Underlying
                                                                                                the
Grant Date                        Expiration Date                Exercise Price                 Stock Options
----------                        ---------------                --------------                 -------------
8/15/1999                         8/15/2009                      $3.52                          300,000
1/12/2001                         1/12/2011                      $3.52                          150,000
6/25/1998                         6/25/2008                      $2.00                          5,000
6/14/2000                         6/14/2010                      $2.00                          25,000
5/6/1997                          5/6/2007                       $2.00                          10,000
6/25/1998                         6/25/2008                      $2.00                          5,000
5/6/1997                          5/6/2007                       $2.00                          10,000
6/14/2000                         6/14/2010                      $2.00                          5,000
5/6/1997                          5/6/2007                       $2.00                          20,000
2/7/1995                          2/7/2005                       $2.94                          25,000
6/14/2000                         6/14/2010                      $2.00                          25,000
5/6/1997                          5/6/2007                       $2.00                          7,500
6/25/1998                         6/25/2008                      $2.00                          5,000
5/6/1997                          5/6/2007                       $2.00                          20,000
5/6/1997                          5/6/2007                       $2.00                          50,000
5/6/1997                          5/6/2007                       $2.00                          15,000
6/25/1998                         6/25/2008                      $2.00                          5,000
6/25/1998                         6/25/2008                      $2.00                          5,000
6/14/2000                         6/14/2010                      $2.00                          7,000
5/6/1997                          5/6/2007                       $2.00                          3,000
6/25/1998                         6/25/2008                      $2.00                          5,000
6/14/2000                         6/14/2010                      $2.00                          3,000
5/6/1997                          5/6/2007                       $2.00                          7,000
1/12/2001                         1/12/2011                      $3.52                          300,000
5/6/1997                          5/6/2007                       $2.00                          7,500
5/6/1997                          5/6/2007                       $2.00                          10,000
5/6/1997                          5/6/2007                       $2.00                          22,000
5/6/1997                          5/6/2007                       $2.00                          7,500
6/25/1998                         6/25/2008                      $2.00                          5,000
6/25/1998                         6/25/2008                      $2.00                          3,000
5/16/1997                         5/6/2007                       $2.00                          5,000
5/16/1997                         5/6/2007                       $2.00                          25,000
6/14/2000                         6/14/2010                      $2.00                          10,000
5/6/1997                          5/6/2007                       $2.00                          35,000
5/16/1997                         5/6/2007                       $2.00                          7,000
11/8/2000                         11/8/2010                      $2.00                          3,000
6/14/2001                         6/14/2011                      $3.52                          30,000
1/12/2001                         1/12/2011                      $3.52                          100,000
1/25/1993                         1/25/2003                      $13.13                         35,000
6/14/2000                         6/14/2010                      $2.00                          25,000
PROSPECTUS

                           Jennifer Convertibles, Inc.

                         810,000 Shares of Common Stock
                            Par Value $.01 Per Share
                         issued or issuable pursuant to
                       Individual Stock Option Agreements

         The shares of common stock, par value $.01 per share, offered hereby
are shares which have been or may in the future be issued upon the exercise of
stock options which have been or may in the future be granted under certain
individual Stock Option Agreements, to be sold by our stockholders identified
herein. These persons are referred to in this prospectus as the "Selling
Stockholders." See "Selling Stockholders" for information about these persons.

         Some or all of the shares offered under this prospectus may be offered
for sale from time to time by the Selling Stockholders or by pledgees, donees,
transferees, or other successors in interest. These sales may be made on one or
more exchanges, in the over-the-counter market, or otherwise, at prices and on
terms then prevailing, or at prices related to the then-current market price, or
in negotiated transactions or otherwise, or by underwriters pursuant to an
underwriting agreement in customary form, or in a combination of any such
methods of sale. The Selling Stockholders and any broker-dealers (including
underwriters) who may participate in a sale of the shares may be deemed to be
statutory underwriters within the meaning of the Securities Act of 1933, as
amended, and the commissions paid or discounts or concessions allowed to any of
such broker-dealers (including underwriters) by any person, as well as any
profits received on the resale of the Shares if any of such broker-dealers
(including underwriters) should purchase any shares as a principal, may be
deemed to be underwriting discounts and commissions under the Securities Act.
All discounts, commissions or fees incurred in connection with the sale of the
shares offered hereby will be paid by the Selling Stockholders or by the
purchasers of the shares, except that the expenses of registering the shares and
preparing and filing this Prospectus with the Securities and Exchange
Commission, and of registering or qualifying the shares under the blue sky laws
of any jurisdiction necessary to permit the distribution as described in this
prospectus, will be paid by us. See "Plan of Distribution" for more information
about the sale of the shares offered by this prospectus. We will not receive any
of the proceeds from the sale of the shares by the Selling Stockholders.

         Our common stock is traded on the Over-The-Counter Bulletin Board under
the symbol JENN:OB.

         On November 4, 2002, the closing bid price for our common stock, as
reported by the Over-The-Counter Bulletin Board, was $3.75.

         THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
        PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY THE RISK FACTORS
                    INDICATED UNDER "RISK FACTORS" ON PAGE 4.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES AUTHORITY NOR HAS THE COMMISSION OR
ANY STATE SECURITIES AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                   ----------

                The date of this Prospectus is November 5, 2002.

                                   ----------

                                       1
No person has been authorized in connection with any offering made
hereby to give any information or to make any representation not contained in
this prospectus, and, if given or made, such information or representation must
not be relied upon as having been authorized by us or any Selling Stockholder.
This prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any security other than the shares offered by this prospectus, nor
does it constitute an offer to sell or a solicitation of an offer to buy any
shares of common stock offered hereby to any person in any jurisdiction where it
is unlawful to make such offer or solicitation. Neither the delivery of this
prospectus nor any sale hereunder shall, under any circumstances, create any
implication that information contained herein is correct as of any time
subsequent to the date hereof.

                       WHERE YOU CAN FIND MORE INFORMATION

         We are subject to certain informational reporting requirements of the
Securities Exchange Act of 1934 and, in accordance with the Exchange Act, file
reports, proxy statements and other information with the Securities and Exchange
Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the SEC at
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549 and at the
Chicago Regional Office, Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, IL 60661-2511. Copies of such material can be obtained from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549 at prescribed rates. The SEC maintains a Web site that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the SEC. The address of the
SEC's Web site is http://www.sec.gov.

                                   ----------

         We will provide without charge to each person, including beneficial
owners, to whom this prospectus is delivered, upon the written or oral request
of such person, a copy of any and all of the documents that have been or may be
incorporated by reference in this prospectus, other than exhibits to such
documents unless such exhibits are specifically incorporated by reference into
such documents. Requests for such copies should be directed to Jennifer
Convertibles, Inc., 419 Crossways Park Drive, Woodbury, New York 17797,
Attention: Harley J. Greenfield. Our telephone number is (516) 496-1900.

                                   ----------

                                       2
TABLE OF CONTENTS

PROSPECTUS...................................................1
RISK FACTORS.................................................4
THE COMPANY..................................................7
SELLING STOCKHOLDERS.........................................8
USE OF PROCEEDS..............................................10
PLAN OF DISTRIBUTION.........................................10
LEGAL MATTERS................................................10
EXPERTS......................................................10
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..............11
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS............11

                                       3
RISK FACTORS

         An investment in the shares being offered by this prospectus involves a
high degree of risk. In addition to the other information in this prospectus or
incorporated herein by reference, the following factors should be considered
carefully in evaluating an investment in the shares of common stock offered by
this prospectus. This prospectus contains and incorporates by reference
forward-looking statements within the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. Reference is made in particular to the
discussion set forth under "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in our Annual Report on Form 10-K/A for the
fiscal year ended August 25, 2001; our Quarterly Reports on Form 10-Q/A for the
quarters ended November 24, 1001 and February 23, 2002; and our Quarterly Report
on Form 10-Q for the quarter ended May 25, 2002 and under "Business" in the
Form 10-K/A, incorporated in this prospectus by reference. Such statements are
based on current expectations that involve a number of uncertainties including
those set forth in the risk factors below. Actual results could differ
materially from those projected in the forward-looking statements. Jennifer
Convertibles is also subject to more general risks described in the Section
"Special Note Regarding Forward Looking Statements" beginning on page 11.

There is no assurance we will continue to operate profitably and we currently
have a low net worth.

         We achieved net income of $2,748,000 and $4,875,000 in the fiscal years
ended August 25, 2001 and August 26, 2000, respectively. We achieved net income
of $236,000 in the fiscal year ended August 28, 1999. The furniture business is
cyclical and we may be unable to continue operating profitably, either due to a
change in such cycle, losses from new stores, changes in consumer preferences or
demographics or unknown risks and uncertainties that may cause us to incur
losses from operations. Our profit decreased in fiscal year 2001 due to a change
in how we recognize revenue from the sale of fabric protection and the worsening
U.S. economy. We had a capital deficiency of $905,000 and a working capital
deficiency of $3,865,000 as of August 25, 2001. Such capital and working capital
deficiencies may impair our ability to obtain additional financing or credit
from our suppliers and make it more difficult to obtain leases from landlords.

The outcome of pending litigation is uncertain and may entail significant
expense.

         As more fully described under the section entitled "Legal Proceedings"
in our Annual Report on Form 10-K/A for the fiscal year ended August 25, 2001,
incorporated herein by reference, we are currently involved in certain
derivative litigation. We have spent a substantial amount on legal fees and
other expenses in connection with such litigation. Although we have entered into
proposed settlement agreements, effectiveness of such agreements is subject to
court approval and other conditions and there can be no assurance such
conditions will be met.

We may be liable for up to $2,700,000 per year of "short-fall" payments to a
related private company.

         As part of our proposed settlement with a related private company, we
obtained the right to open an unlimited number of stores in New York for a
royalty of $400,000 per year. Because we will be managing the private company's
stores and because we may negatively impact the private company's sales by
opening stores in its territory, we agreed to pay the private company up to
$2,700,000 per year if its sales drop below specified levels. The provisions of
the proposed settlement are currently in effect due to the Interim Operating
Agreement entered into with the private company.

Our company could suffer from potential conflicts of interest.

         Potential conflicts of interest exist since two of our principal
stockholders, directors and officers, Harley J. Greenfield, our Chairman of the
Board and Chief Executive Officer, and Edward B. Seidner, a director and our
Executive Vice President, are owed over $10 million by the private company,
which owns, controls or licenses the private company stores. Accordingly, such
persons derive substantial economic benefits from the private company. In
addition, Fred Love, the owner of the private company through a trust of which
Jerry Silverman is the trustee, is Mr. Greenfield's brother-in-law.
Circumstances may arise in which the interest of the private company stores, of
the private company or of Mr. Greenfield and Mr. Seidner will conflict with our
interests, including the negotiations to settle the litigation described above.
There are also numerous relationships, and have been numerous transactions,
between us and the private company, including an agreement under which we
warehouse and purchase merchandise for the private company, manage its stores
and provide it other services. See the section entitled "Certain Relationships
and Related Transactions" in our Annual Report on Form 10-K/A for the fiscal
year ended August 25, 2001, incorporated herein by reference,.

                                       4
We heavily depend on one supplier.

         We purchase a significant percentage of our merchandise from Klaussner
Furniture, which also manufactures furniture under the Sealy(R) brand name.
During the fiscal year ended August 25, 2001, we purchased approximately 71% of
our merchandise from Klaussner. Since a large portion of our revenues have been
derived from sales of Klaussner products, the loss of this supplier could have a
material adverse impact on us until alternative sources of supply are
established. Klaussner is also a principal stockholder and creditor of ours. Our
obligations to Klaussner are secured by substantially all of our assets.
Klaussner's position as a significant creditor could potentially result in a
temporary or permanent loss of our principal supply of merchandise, if, for
example, Klaussner halted supply because we defaulted on or were late in making
our payments to Klaussner. Moreover, Klaussner's position as a secured creditor,
together with our limited net worth, may make it difficult to obtain substantial
supplies from our vendors. Klaussner has recently entered the retail furniture
business in the United States. See the section entitled "Certain Relationships
and Related Transactions" in our Annual Report on Form 10-K/A for the fiscal
year ended August 25, 2001, incorporated herein by reference.

The cyclical nature of the furniture industry poses risks to us from prolonged
economic downturn.

         The furniture industry historically has been cyclical, fluctuating with
general economic cycles. During economic downturns, the furniture industry tends
to experience longer periods of recession and greater declines than the general
economy. We believe that the industry is significantly influenced by economic
conditions generally and particularly by consumer behavior and confidence, the
level of personal discretionary spending, housing activity, interest rates,
credit availability, demographics and overall consumer confidence. All of these
factors are currently being negatively affected by the economic downturn and a
prolonged economic downturn might have a material adverse effect on our
business.

Competition in the furniture industry could cost us sales and cause us to reduce
prices.

         The retail sofabed business is highly competitive and includes
competition from traditional furniture retailers and department stores as well
as numerous discount furniture outlets. Our stores may face sharp price cutting,
as well as imitation and other forms of competition, and we cannot prevent or
restrain others from utilizing a similar marketing format. Although we are the
largest sofabed specialty retail dealer in the United States, many of our
competitors have considerably greater financial resources.

We may have difficulty obtaining additional financing.

         Our ability to expand and support our business may depend upon our
ability to obtain additional financing. We may have difficulty obtaining debt
financing as all of our assets are pledged to Klaussner as security for the
amounts we owe under the Klaussner Credit and Security Agreement and because of
our low net worth. From time to time, our financial position has made it
difficult for us to secure third party consumer financing. Inability to offer
such financing could adversely affect sales.

Harley J. Greenfield and current management are likely to retain control.

         As of November 13, 2001, Harley J. Greenfield, our Chairman of the
Board and Chief Executive Officer and principal stockholder, beneficially owned
approximately 16.4% of our outstanding shares of common stock. Approximately
40.4% of the outstanding common stock is beneficially owned by all officers and
directors as a group, including Messrs. Greenfield and Seidner. Since the
holders of our common stock do not have cumulative voting rights, such officers'
and directors' ownership of our common stock will likely enable them to exercise
significant influence in matters such as the election of our directors and other
matters submitted for stockholder approval. Also, the relationship of such
persons to the private company could serve to perpetuate management's control in
light of the private company's ownership of assets used by us.

                                       5
Our future success depends heavily on two executives.

         Our future success will depend substantially upon the abilities of
Harley J. Greenfield, our Chairman of the Board and Chief Executive Officer and
one of our principal stockholders as well as Rami Abada, our President, Chief
Operating Officer and Chief Financial Officer. The loss of Mr. Greenfield's
and/or Mr. Abada's services could materially adversely affect our business and
our prospects for the future.

We are not likely to declare dividends.

         We have never declared or paid any cash dividends on our capital stock
and do not intend to pay any cash dividends in the foreseeable future, except as
required on our Series B Preferred Stock. We currently anticipate that we will
retain all our earnings for use in the operation and expansion of our business
and, therefore, do not anticipate that we will pay any cash dividends in the
foreseeable future except as required on our Series B Preferred Stock.

                                       6
THE COMPANY

         We are the owner and licensor of the largest group of sofabed specialty
retail stores in the United States, with stores located throughout the Eastern
seaboard, in the Midwest, on the West Coast and in the Southwest. As of August
25, 2001, our stores include 171 Jennifer Convertibles stores and 17 Jennifer
Leather stores. Of these 188 stores, we owned 112 and licensed 76, including 28
owned or operated by a related private company.

         Jennifer Convertibles stores specialize in the retail sale of a
complete line of sofabeds. Additionally, we sell sofas and companion pieces,
such as loveseats, chairs and recliners, in both fabric and leather, designed
and priced to appeal to a broad range of consumers. The sofabeds and companion
pieces are made by several manufacturers and range from high-end merchandise to
relatively inexpensive models. We are the largest dealer of Sealy(R) sofabeds in
the United States. The private label Jennifer Leather stores specialize in the
retail sale of leather living room furniture. We display merchandise in
attractively decorated settings designed to show the merchandise as it would
appear in the customer's home. In order to generate sales, our licensees and we
rely on the attractive image of the stores, competitive pricing, prompt delivery
and extensive advertising.

         We believe that the image presented by our stores is an important
factor in our overall marketing strategy. Accordingly, stores are designed to
display our merchandise in attractive settings. All of our stores are of a
similar clearly-defined style, are designed as showrooms for the merchandise and
are carpeted, well-lighted and well-maintained. Inventories for delivery are
maintained in separate warehouses. We display a variety of sofabeds and
companion pieces at each Jennifer Convertibles retail location with cocktail
tables and other accessories. In contrast to certain of our competitors that
primarily target particular segments of the market, we attempt to attract
customers covering the broadest socioeconomic range of the market and,
accordingly, offer a complete line of sofabeds made by a number of manufacturers
in a variety of styles at prices currently ranging from approximately $299 to
$2,200. The Jennifer Leather stores similarly offer a complete line of leather
living room furniture in a variety of styles and colors at prices currently
ranging from approximately $599 to $5,000. We also generally feature attractive
price incentives to promote the purchase of merchandise. In addition to offering
merchandise by brand name manufacturers, we offer merchandise at our Jennifer
Convertibles and Jennifer Leather stores under the private label "Bellissimo
Collection" brand name for leather merchandise.

         Although each style of sofabed, loveseat, sofa, chair and recliner is
generally displayed at Jennifer Convertibles stores in one color of fabric,
samples of the other available colors and fabrics or leathers are available. On
selected merchandise, up to 2,000 different colors and fabrics are available for
an additional charge. To maximize the use of our real estate and to offer
customers greater selection and value, we, as is common in the mattress
industry, sell various sizes of sofabeds with various sizes of mattresses but
display only one size of sofabed at our stores. We also offer leather furniture
in a number of different grades of leather and colors. We generate additional
revenue by selling tables and offering related services, such as fabric
protection and a lifetime warranty.

         A related private company operates 28 Jennifer Convertibles stores, 25
of which it owns and three of which it licenses or manages. We do not own or
collect any royalties from the 25 private company owned stores which are located
in New York. However, the private company operates these stores in substantially
the same way as we operate our stores and we are currently managing certain
aspects of such stores. The private company is owned by Fred Love though a trust
of which Jerry Silverman is the trustee. Mr. Love is currently one of our
principal stockholders and formerly was one of our directors. Mr. Love is also
the brother- in-law of Harley J. Greenfield, our Chairman of the Board, Chief
Executive Officer, director and principal stockholder. See the sections
entitled, "Notes to Consolidated Financial Statements Footnote - Related Party
Transactions" and "Certain Relationships and Related Transactions" in our Annual
Report on Form 10-K/A for the fiscal year ended August 25, 2001, incorporated
herein by reference.

         Merchandise ordered from inventory is generally available to be
delivered within two weeks. Customers who place special orders for items, colors
or fabrics not in inventory must generally wait four to six weeks for delivery,
except for Italian leather merchandise which may take up to 20 weeks. We believe
that our ability to offer quick delivery of merchandise represents a significant
competitive advantage.

                                       7
SELLING STOCKHOLDERS

         The Selling Stockholders are offering hereby shares which have been or
may hereafter be acquired by them upon the exercise of options granted under
certain individual Stock Option Agreements. The names of additional Selling
Stockholders and the number of shares offered hereby by them may be added to
this prospectus from time to time by an addendum or supplement to this
prospectus. Other persons who acquire shares from the Selling Stockholders may
also be identified as Selling Stockholders by means of an addendum or supplement
to this prospectus.

Rami Abada is our Chief Financial Officer and a director.

Edward Bohn is one of our directors.

Kevin Coyle is one of our directors.

Harley J. Greenfield is our Chief Executive Officer and Chairman of the Board.

Joseph Schillero is our Controller.

Edward Seidner is our Executive Vice President and a director.

Bernard Wincig is one of our directors.

         The following table lists the Selling Stockholders and other
information regarding the beneficial ownership of Common Stock by each of the
Selling Stockholders as of August 31, 2002.
Number of Shares                             Number of Shares to       Percentage of Class
                            Beneficially Owned      Number of Shares        be Beneficially         to be Beneficially
Name                       Prior to Offering(1)     Being Offered(2)     Owned After Offering(3)   Owned After Offering
Rami Abada                     603,000(4)                 450,000                253,000                 4.4%

Edward Bohn                     46,166(5)                  25,000                 29,500                  *

Kevin Coyle                     52,916(6)                  50,000                 11,250                  *

Harley J. Greenfield         1,200,921(7)                 300,000              1,100,921                19.3%

Joseph Schillero                10,000(8)                  30,000                      -                  *

Edward Seidner                 765,547(9)                 100,000                732,214                12.8%

Bernard Wincig                165,239(10)                  25,000                148,573                 2.6%
* Less than 1% of the outstanding Common Stock.

----------
(1)  Includes all shares of Common Stock owned by the Selling Stockholder and
     shares of Common Stock which the Selling Stockholder has the right to
     acquire, through the exercise of options including those granted under the
     Stock Option Agreements, within 60 days after the date hereof.

                                       8
(2)  Includes certain shares of Common Stock acquired by the Selling Stockholder
     pursuant to the exercise of options granted under the Stock Option
     Agreements and all shares of Common Stock which the Selling Stockholder has
     the right to acquire, through the exercise of options granted under the
     Stock Option Agreements, whether or not such right has yet become
     exercisable or will become exercisable within 60 days after the date
     hereof.

(3)  Includes shares of Common Stock owned by the Selling Stockholder and Shares
     of Common Stock which the Selling Stockholder has the right to acquire,
     through the exercise of options, other than those granted under the Stock
     Option Agreements, within 60 days after the date hereof. Assumes all shares
     registered pursuant hereto will be sold, although there can be no assurance
     that any of the Selling Stockholders will offer for sale or sell any or all
     of the Common Stock offered by them pursuant to this Prospectus. Also
     assumes that no other shares are acquired or transferred by the Selling
     Stockholder.

(4)  Includes 550,000 shares of common stock underlying exercisable options.
     Excludes 100,000 shares underlying options that will not become exercisable
     within 60 days of the date hereof.

(5)  Includes 41,666 shares of common stock underlying exercisable options.
     Excludes 8,334 shares underlying options that will not become exercisable
     within 60 days of the date hereof.

(6)  Includes 41,666 shares of common stock underlying exercisable options.
     Excludes 8,334 shares underlying options that will not become exercisable
     within 60 days of the date hereof.

(7)  Includes (a) 292,831 shares underlying options granted to Mr. Greenfield by
     Mr. Love and the private company, over which Mr. Greenfield has no voting
     power but has shared dispositive power, as such shares may not be disposed
     of without his consent, (b) 300,000 shares of common stock underlying
     options to acquire convertible preferred stock granted to Mr. Greenfield by
     Klaussner, and which Mr. Greenfield has the right to acquire upon the
     exercise of options, and (c) 298,032 shares of common stock underlying
     exercisable options, but excludes 299,015 shares underlying options that
     will not become exercisable within 60 days of the date hereof.

(8)  Includes 10,000 shares underlying exercisable options. Excludes 20,000
     shares underlying options that will not become exercisable within 60 days
     of the date hereof.

(9)  Includes (a) 292,831 shares underlying the option granted to Mr. Seidner
     by Mr. Love and the private company, over which Mr. Seidner has no voting
     power but has shared dispositive power, as such shares may not be disposed
     of without his consent and (b) 33,333 shares of common stock underlying
     exercisable options, but excludes 66,666 shares underlying options that
     will not become exercisable within 60 days of the date hereof.

(10) Includes 8,800 shares of our common stock owned by Mr. Wincig's wife and
     45,666 shares of common stock underlying exercisable options. Excludes
     8,334 shares underlying options that will not become exercisable within 60
     days of the date hereof.

                                       9
USE OF PROCEEDS

         We are unable to predict the time, if ever, when options will be
exercised. Therefore, we are unable to estimate the net proceeds from any such
exercises. Moreover, the Stock Option Agreements permit certain methods of
exercising options which would not result in us receiving any cash proceeds.
Accordingly, the proceeds from the exercise of options, if any, have not been
allocated for any particular purpose. We will not receive any proceeds from the
subsequent sale of shares by the Selling Stockholders.

                              PLAN OF DISTRIBUTION

         The shares may be offered and sold from time to time by the Selling
Stockholders, or by pledgees, donees, transferees or other successors in
interest. Such offers and sales may be made from time to time on one or more
exchanges or in the over-the-counter market, or otherwise, at prices and on
terms then prevailing or at prices related to the then-current market price, or
in negotiated transactions. The shares may be sold by one or more of the
following: (a) a block trade in which the broker or dealer so engaged will
attempt to sell the Shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (b) purchases by a broker or
dealer as principal and resale by such broker or dealer for its account; (c) an
exchange distribution in accordance with the rules of such exchange; (d)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers; and (e) a combination of any such methods of sale. In effecting
sales, brokers or dealers engaged by the Selling Stockholders may arrange for
other brokers or dealers to participate. Brokers or dealers may receive
commissions or discounts from Selling Stockholders or from purchasers in amounts
to be negotiated immediately prior to the sale. Such brokers or dealers and any
other participating brokers or dealers may be deemed to be "underwriters" within
the meaning of the Securities Act in connection with such sales.

         In addition, any securities covered by this Prospectus which qualify
for sale pursuant to Rule 144 or Rule 701 promulgated under the Securities Act
may be sold under Rule 144 or Rule 701 rather than pursuant to this Prospectus.

         We may enter into customary agreements with the Selling Stockholders
concerning indemnification and the provision of information in connection with
the sale of the shares.

         There is no assurance that any of the Selling Stockholders will offer
for sale or sell any or all the common stock covered by this prospectus.

         The stockholders listed above under "Selling Stockholders," and any
other person with whom such Selling Stockholder is acting in concert for the
purpose of selling securities of Jennifer Convertibles, may not sell by means of
the prospectus more than the amount of securities, during any three-month
period, specified in Rule 144(e) promulgated under the Securities Act.

                                  LEGAL MATTERS

         The validity of the issuance of the shares of Common Stock registered
under this Registration Statement has been passed upon for the Registrant by
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. A member of that firm owns
an aggregate of 18,000 shares of Common Stock of the Registrant.

                                     EXPERTS

         The consolidated financial statements of Jennifer Convertibles, Inc.
appearing in its Annual Report on Form 10-K/A for the year ended August 25, 2001
have been audited by Eisner LLP, independent public accountants, as indicated in
their report with respect thereto, included therein and incorporated herein by
reference such consolidated financial statements and are incorporated herein by
reference in reliance upon such report given upon the authority of said firm as
experts in accounting and auditing.

                                       10
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents that we filed with the SEC are incorporated
herein by reference:

         (a)      Annual Report on Form 10-K/A for the fiscal year ended August
                  25, 2001.

         (b)      Quarterly Reports on Form 10-Q/A for the quarters ended
                  November 24, 2001 and February 23, 2002; and Form 10-Q for the
                  quarter ended May 25, 2002.

         (c)      The description of Common Stock contained in the Company's
                  Registration Statement on Form 8-A (File No. 000-24919) filed
                  with the SEC on August 27, 1987, as amended.

         All documents subsequently filed by us pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the
date of this prospectus and prior to the termination of the offering of the
shares shall be deemed to be incorporated by reference in this Prospectus and to
be deemed a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus.

                SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

         Certain statements included or incorporated by reference into this
prospectus constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995, and include statements made in
press releases and oral statements made by our officers, directors or employees
acting on our behalf. All such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause our actual
results, performance or achievements, or industry results, to be materially
different from any future results, performance, or achievements expressed or
implied by such forward-looking statements. Such factors include, among others,
market demand for our products, successful implementation of our products,
competitive factors, the ability to manage our growth, the ability to recruit
additional personnel and other factors referenced in this prospectus and in our
filings with the Securities and Exchange Commission. In addition to statements
which explicitly describe such risks and uncertainties, you are urged to
consider statements labeled with the terms "believes," "belief," "expects,"
"plans," "anticipates" or "intends," to be uncertain and forward-looking.

                                       11
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

         The following documents filed by the Registrant with the Commission are
incorporated herein by reference:

         (a)      Annual Report on Form 10-K/A for the fiscal year ended August
                  25, 2001.

         (b)      Quarterly Reports on Form 10-Q/A for the quarters ended
                  November 24, 2001 and February 23, 2002; and Form 10-Q for the
                  quarter ended May 25, 2002.

         (c)      The description of Common Stock contained in the Company's
                  Registration Statement on Form 8-A filed with the SEC on
                  August 26, 1987, as amended.

         All reports and other documents filed by the Registrant after the date
hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior
to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the date of filing of such reports and documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         The validity of the issuance of the shares of Common Stock registered
under this Registration Statement has been passed upon for the Registrant by
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. A member of that firm owns
an aggregate of 18,000 shares of Common Stock of the Registrant.

Item 6.  Indemnification of Directors and Officers.

         Incorporated by reference from the Registrant's Registration Statement
on Form S-1, Nos. 333-22214 and 33-10800.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         (4.1)    Form of Common Stock Certificate (Filed as Exhibit 5.1 to
                  Registrant's Registration Statement on Form 8-A, dated August
                  26, 1987, as amended, and incorporated herein by reference).

         (4.2)    Certificate of Incorporation of the Registrant (Filed as
                  Exhibit 3.1 to Registrant's Registration Statement on Form
                  S-1, as amended, Nos. 333-22214 and 33-10800, and incorporated
                  herein by reference).

         (4.3)    Restated By-Laws of the Registrant (Filed as Exhibit 3.2 to
                  Registrant's Registration Statement on Form S-1, as amended,
                  Nos. 333-22214 and 33-10800, and incorporated herein by
                  reference).
(5)      Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                  as to the legality of shares being registered.

         (23.1)   Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                  (included in opinion of counsel filed as Exhibit 5).

         (23.2)   Consent of Eisner LLP.

         (24)     Power of Attorney to file future amendments (set forth on the
                  signature page of this Registration Statement).

Item 9.  Undertakings.

(a)      The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective amendment to this Registration Statement:

                        (i) To include any  prospectus  required by Section
                  10(a)(3) of the Securities Act of 1933;

                       (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represents a fundamental
                  change in the information set forth in the Registration
                  Statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than a 20% change in the maximum aggregate
                  offering price set forth in the "Calculation of Registration
                  Fee" table in the effective Registration Statement.

                      (iii) To include any material information with respect to
                  the plan of distribution not previously disclosed in the
                  Registration Statement or any material change to such
                  information in the Registration Statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the Registration Statement is on Form S-3, Form S-8 or
         Form F-3, and the information required to be included in a
         post-effective amendment by those paragraphs is contained in periodic
         reports filed with or furnished to the Commission by the Registrant
         pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
         of 1934 that are incorporated by reference in this Registration
         Statement.

         (2) That, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
         any of the securities being registered which remain unsold at the
         termination of the offering.

(b)      The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Securities Exchange Act of 1934 that is incorporated by
         reference in this Registration Statement shall be deemed to be a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.
(c)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors, officers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification against such liabilities
         (other than the payment by the Registrant of expenses incurred or paid
         by a director, officer or controlling person of the Registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.
SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Woodbury, New York on November 5, 2002.

                                        JENNIFER CONVERTIBLES, INC.

                                        By  /s/ Harley J. Greenfield
                                            ----------------------------
                                            Harley J. Greenfield
                                            Chief Executive Officer

         Each person whose signature appears below constitutes and appoints
Harley J. Greenfield and Rami Abada, and each of them singly, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in each of them singly, for him and in his name, place and stead,
and in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8 of
Jennifer Convertibles, Inc., and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting to the attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in or about the premises, as full to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that the attorneys-in-fact and agents or any of each of them or their substitute
may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                            Title                              Date
---------                                            -----                              ----
/s/ Harley J. Greenfield                             Chief Executive Officer and
--------------------------------                     Chairman of the Board              November 5, 2002
Harley J. Greenfield

/s/ Rami Abada                                       Chief Financial Officer and        November 5, 2002
--------------------------------                     Director
Rami Abada

/s/ Edward Seidner                                   Executive Vice President and       November 5, 2002
--------------------------------                     Director
Edward Seidner

/s/ Joseph Schillero                                 Controller                         November 5, 2002
--------------------------------
Joseph Schillero

/s/ Edward Bohn                                      Director                           November 5, 2002
--------------------------------
Edward Bohn

/s/ Kevin Coyle                                      Director                           November 5, 2002
--------------------------------
Kevin Coyle

/s/ Bernard Wincig                                   Director                           November 5, 2002
--------------------------------
Bernard Wincig
Jennifer Convertibles, Inc.

                          INDEX TO EXHIBITS FILED WITH
                         FORM S-8 REGISTRATION STATEMENT

Exhibit
Number            Description
------            -----------

(4.1)             Form of Common Stock Certificate (1) (Filed as Exhibit 5.1 to
                  Registrant's Registration Statement on Form 8-A, dated August
                  26, 1987, as amended, and incorporated herein by reference).

(4.2)             Certificate of Incorporation of the Registrant (Filed as
                  Exhibit 3.1 to Registrant's Registration Statement on Form
                  S-1, as amended, Nos. 333-22214 and 33-10800, and incorporated
                  herein by reference).

(4.3)             Restated By-Laws of the Registrant (Filed as Exhibit 3.2 to
                  Registrant's Registration Statement on Form S-1, as amended,
                  Nos. 333-22214 and 33-10800, and incorporated herein by
                  reference).

(5)               Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                  as to the legality of shares being registered, filed herewith.

(23.1)            Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                  (included in opinion of counsel filed as Exhibit 5).

(23.2)            Consent of Eisner LLP, filed herewith.

(24)              Power of Attorney to file future amendments (set forth on the
                  signature page of this Registration Statement.)