UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549


                            FORM 8-K


                     CURRENT REPORT PURSUANT
                  TO SECTION 13 OR 15(D) OF THE
                 SECURITIES EXCHANGE ACT OF 1934


  Date of report (Date of earliest event reported) April 30, 2005

                   Jennifer Convertibles, Inc.
     (Exact Name of Registrant as Specified in Its Charter)

                            Delaware
         (State or Other Jurisdiction of Incorporation)

             1-9681                        11-2824646
    (Commission File Number)   (IRS Employer Identification No.)

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

                         (516) 496-1900
      (Registrant's Telephone Number, Including Area Code)

  (Former Name or Former Address, if Changed Since Last Report)

  Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General
Instruction A.2. below):

     Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)

     Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)

     Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))

     Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))

<PAGE>


Item 1.01 Entry into a Material Definitive Agreement


On April 30, 2005, certain agreements that we entered into with
Jara Enterprises Inc., a related private company, on July 6, 2001
(the "Settlement Agreements"), which were designed to settle
certain derivative actions commenced against us and a number of
our affiliates and other related parties in December 1994, became
effective (the "Effective Date"). As previously disclosed, on
February 4, 2005, the United States District Court for the
Eastern District of New York (the "Court") approved the
settlement of the derivative litigation as well as the Settlement
Agreements. Effectiveness of the Settlement Agreements was
subject to certain conditions, including, among other things, the
Court's approval.

The material terms of the Settlement Agreements are as follows:

Pursuant to a Warehouse Transition Agreement, the private company
has agreed to transfer to us the assets related to the warehouse
system currently operated by the private company and we have
agreed to assume responsibility for the leases and other costs of
operating the warehouse.  Pursuant to computer hardware and
software agreements, we will also assume control of and
responsibility for the computer system used in the operations of
the warehouse systems and stores while providing the private
company with access to necessary services.

Pursuant to a Warehousing Agreement, we are obligated to provide
warehouse services to the private company of substantially the
type and quality that the private company formerly provided to
us.  During the first five years of the agreement, we will
receive a fee of 2.5% on the net sales price of goods sold by the
private company for up to $27,640,000 in sales, and 5% on net
sales over $27,640,000.  After five years, we will receive a fee
of 7.5% of all net sales by the private company.  In addition,
during the full term of the agreement, we will receive a fee for
fabric protection and warranty services at the rate we were being
charged, subject to documented cost increases. Pursuant to
Amendment No. 2 to the Warehousing Agreement, the parties have
agreed to increase the amount we charge to the private company
for fabric protection by one third of the increase charged by the
private company's stores to its customers for like services. In
turn, the parties agreed that the $600,000 annual payment to be
paid to the private company by us at the end of our fiscal years
ending August 30, 2003, August 28, 2004 and August 25, 2005 shall
be adjusted on an annual basis, upwards or downwards, by $50,000
for each $1,000,000 by which our revenues from the sale of fabric
protection and related warranties from all customers, including
private company customers, exceed, or are less than, $11,000,000.

Pursuant to a Purchasing Agreement, we will continue to purchase
merchandise for ourselves and the private company on
substantially the same terms as our current terms, except that
the private company will have 85 days to pay the amounts due.

We will also receive, at nominal cost, the limited partnership
interests in limited partnerships currently operating 46 stores.
We currently own the general partnership interest in such limited
partnerships.  The operations of these stores are currently
included in our annual consolidated financial statements, which
are part of our Annual Report on Form 10-K for the fiscal year
ended August 28, 2004.  Accordingly, this will not materially
impact our financial statements.  However, we will now wholly own
the partnerships operating the stores.


<PAGE>

Under a Management Agreement and License, we will be responsible
for managing the sales of the private company's stores so that
the stores will be substantially the same as our own stores,
provided that, the private company is not obligated to spend more
than $25,000 per store or $100,000 in any 12-month period on
maintenance and improvements to its stores. If the private
company's sales for the period beginning January 1, 2002 and
ending on August 30, 2003 had exceeded $45,358,000, we would have
received a management fee of 48% of the excess. If the private
company's sales exceed $27,640,000 in any 12-month period
commencing August 31, 2003, we will receive a management fee of
10% of any excess of amounts up to $29,640,000, and 48% of any
excess for amounts over $29,640,000 for that 12-month period.

The private company has agreed to limit the number of its stores
in the New York City area to a total of 30, one of which may be a
clearance store for the sale of damaged or discontinued
merchandise and floor samples.  We have the right to open an
unlimited number of stores in New York and will pay to the
private company a royalty of $400,000 per year, which includes
stores already open in New York.  Because we may negatively
impact the private company's sales by opening additional stores
of our own in New York and because we will be managing the
private company's stores, we agreed to pay the private company
10% of the amount by which its net sales are less than
$45,358,000 for the period beginning January 1, 2002 and ending
on August 30, 2003, provided that, if their net sales had fallen
below $42,667,000 for that period, we would have been obligated
to pay the private company 15% of the shortfall amount, provided
further that, such amounts, together with amounts we paid for
advertising if the private company's sales had dropped below
$45,358,000 for the same period, were not to exceed $4,500,000 in
the aggregate.  Thereafter, we have agreed to pay the private
company 10% of the amount by which their yearly net sales for any
period beginning August 31, 2003 are below $27,640,000, provided
that, if their yearly net sales fall below $26,000,000, we will
pay the private company 15% of such shortfall amount, provided
further, that such amounts, together with amounts we may pay for
advertising if the private company's sales drop below
$27,640,000, shall not, in the aggregate, exceed $2,700,000 in
any such 12 month period.  On November 18, 2004, the Management
Agreement and License, pursuant to which we are required to make
such payments to the private company, was amended such that the
private company agrees to waive its rights to receive the
payments described above during the period commencing January 1,
2005 through August 31, 2007.  This waiver also covers any
royalty payments during such period now that the Settlement
Agreements have been approved by the Court and have become
effective.

The private company shall contribute $125,750 per month to
advertising, provided that such amount shall be reduced by the
lesser of $80,000 or 1% of our sales in New York (other than
sales of leather furniture and sales from six stores in New York
that we have owned for many years). In addition, subject to
certain exceptions, if the private company's sales for the
initial period ended August 30, 2003 were less than $45,358,000
and are less than $27,640,000 in any subsequent 12-month period
commencing August 31, 2003, we will pay the private company (or
reduce the advertising payment the private company owes to us) an
amount equal to 50% of the amount by which its sales are below
such amounts provided that such amount plus any payments of the
10-15% with respect to sales shortfalls as described above, had
not exceeded $4,500,000 (for the initial period) or will not
exceed $2,700,000 (any 12-month period) in the aggregate.  On
November 18, 2004, the Management Agreement and License pursuant
to which we were required to make such payments to the Private
Company was amended such that the private company has agreed to
waive its rights to receive the payments described above during
the period commencing January 1, 2005 through August 31, 2007.
This waiver also covers any payments during such period in the

<PAGE>

event that the settlement agreements are approved by the court
and become effective during such period.

The private company has the right to close stores and, if it
does, we have the right to purchase them for the cost of the
related inventory (typically, approximately $50,000) and, subject
to obtaining any necessary landlord's consent, continue the
operations of the stores for our own account.  The closing of
stores by the private company does not affect our obligation to
pay the private company for shortfalls in its sales.

The Management Agreement and License expires in 2049 and may be
terminated by an arbitrator for material breach.  Such agreement
also terminates upon purchase by us of the private company's
stores pursuant to the option agreement described below.  If
terminated for a reason other than a purchase, we would be
obligated not to sell furniture other than leather furniture in
New York, except in certain counties, and, accordingly, would
have to either sell our Jennifer Convertibles stores to the
private company, close them or convert them to Jennifer Leather
stores.  In addition, in the event of such termination, we will
have to make up certain shortfalls, if any, in the private
company's sales in cash or by delivery of stores in New York that
meet certain sales volume requirements.

In settlement of certain disputes for amounts due us from the
private company, on the Effective Date, the private company
executed three notes to us in the aggregate principal amount of
$2,600,000, plus amounts owed at the closing date for purchasing
and other services, including a note in the principal amount of
$200,000, which is due over three years and bears interest at 6%
per annum, a note in the principal amount of $1,400,000, which is
due over five years and bears interest at 6% per annum, and a
note for the remaining principal amount, which is due, with
respect to the amount in excess of $1 million, if any, within
ninety days, and with respect to the balance, if any, over five
years without interest.

Pursuant to an Option Agreement, we will receive the option to
purchase the assets relating to the private company's stores for
a period of 10 years beginning on the tenth anniversary of
entering into the definitive agreements at a purchase price
starting at $8,125,000, plus the assumption of approximately
$5,000,000 in principal of notes due to each of Harley J.
Greenfield, our Chairman of the Board and Chief Executive
Officer, and Edward B. Seidner, our Executive Vice President, and
decreasing over the term of the option.  If we exercise the
option agreement, the private company will enter into an asset
purchase agreement.

A monitoring committee will be set up to review, on an on- going
basis, the relationships between the private company and us in
order to avoid potential conflicts of interest between us. The
monitoring committee will consist of two persons, Kenneth
Grossman, one of the parties objecting to the original settlement
between the private company and us, and Edward G. Bohn, a current
member of our Board of Directors. The monitoring committee will
remain in effect until February 4, 2010, five years after the
approval of the settlement by the Court. In connection with his
service on the monitoring committee, we have committed to pay Mr.
Grossman $50,000 per year in cash fees and issue warrants to
purchase 150,000 shares of our common stock.

<PAGE>
                           SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.


                              JENNIFER CONVERTIBLES, INC.


May 5, 2005                   By:  /s/ Harley J. Greenfield
                                   Harley Greenfield
                                   Chief Executive Officer

<PAGE>
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UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549

                            FORM 8-K

                     CURRENT REPORT PURSUANT
                  TO SECTION 13 OR 15(D) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

  Date of report (Date of earliest event reported) April 30, 2005

                   Jennifer Convertibles, Inc.
     (Exact Name of Registrant as Specified in Its Charter)

                            Delaware
         (State or Other Jurisdiction of Incorporation)

             1-9681                        11-2824646
    (Commission File Number)   (IRS Employer Identification No.)

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

                         (516) 496-1900
      (Registrant's Telephone Number, Including Area Code)

  (Former Name or Former Address, if Changed Since Last Report)

  Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General
Instruction A.2. below):

     Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)

     Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)

     Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))

     Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement

On April 30, 2005, certain agreements that we entered into with
Jara Enterprises Inc., a related private company, on July 6, 2001
(the "Settlement Agreements"), which were designed to settle
certain derivative actions commenced against us and a number of
our affiliates and other related parties in December 1994, became
effective (the "Effective Date"). As previously disclosed, on
February 4, 2005, the United States District Court for the
Eastern District of New York (the "Court") approved the
settlement of the derivative litigation as well as the Settlement
Agreements. Effectiveness of the Settlement Agreements was
subject to certain conditions, including, among other things, the
Court's approval.

The material terms of the Settlement Agreements are as follows:

Pursuant to a Warehouse Transition Agreement, the private company
has agreed to transfer to us the assets related to the warehouse
system currently operated by the private company and we have
agreed to assume responsibility for the leases and other costs of
operating the warehouse.  Pursuant to computer hardware and
software agreements, we will also assume control of and
responsibility for the computer system used in the operations of
the warehouse systems and stores while providing the private
company with access to necessary services.

Pursuant to a Warehousing Agreement, we are obligated to provide
warehouse services to the private company of substantially the
type and quality that the private company formerly provided to
us.  During the first five years of the agreement, we will
receive a fee of 2.5% on the net sales price of goods sold by the
private company for up to $27,640,000 in sales, and 5% on net
sales over $27,640,000.  After five years, we will receive a fee
of 7.5% of all net sales by the private company.  In addition,
during the full term of the agreement, we will receive a fee for
fabric protection and warranty services at the rate we were being
charged, subject to documented cost increases. Pursuant to
Amendment No. 2 to the Warehousing Agreement, the parties have
agreed to increase the amount we charge to the private company
for fabric protection by one third of the increase charged by the
private company's stores to its customers for like services. In
turn, the parties agreed that the $600,000 annual payment to be
paid to the private company by us at the end of our fiscal years
ending August 30, 2003, August 28, 2004 and August 25, 2005 shall
be adjusted on an annual basis, upwards or downwards, by $50,000
for each $1,000,000 by which our revenues from the sale of fabric
protection and related warranties from all customers, including
private company customers, exceed, or are less than, $11,000,000.

Pursuant to a Purchasing Agreement, we will continue to purchase
merchandise for ourselves and the private company on
substantially the same terms as our current terms, except that
the private company will have 85 days to pay the amounts due.

We will also receive, at nominal cost, the limited partnership
interests in limited partnerships currently operating 46 stores.
We currently own the general partnership interest in such limited
partnerships.  The operations of these stores are currently
included in our annual consolidated financial statements, which
are part of our Annual Report on Form 10-K for the fiscal year
ended August 28, 2004.  Accordingly, this will not materially
impact our financial statements.  However, we will now wholly own
the partnerships operating the stores.
Under a Management Agreement and License, we will be responsible
for managing the sales of the private company's stores so that
the stores will be substantially the same as our own stores,
provided that, the private company is not obligated to spend more
than $25,000 per store or $100,000 in any 12-month period on
maintenance and improvements to its stores. If the private
company's sales for the period beginning January 1, 2002 and
ending on August 30, 2003 had exceeded $45,358,000, we would have
received a management fee of 48% of the excess. If the private
company's sales exceed $27,640,000 in any 12-month period
commencing August 31, 2003, we will receive a management fee of
10% of any excess of amounts up to $29,640,000, and 48% of any
excess for amounts over $29,640,000 for that 12-month period.

The private company has agreed to limit the number of its stores
in the New York City area to a total of 30, one of which may be a
clearance store for the sale of damaged or discontinued
merchandise and floor samples.  We have the right to open an
unlimited number of stores in New York and will pay to the
private company a royalty of $400,000 per year, which includes
stores already open in New York.  Because we may negatively
impact the private company's sales by opening additional stores
of our own in New York and because we will be managing the
private company's stores, we agreed to pay the private company
10% of the amount by which its net sales are less than
$45,358,000 for the period beginning January 1, 2002 and ending
on August 30, 2003, provided that, if their net sales had fallen
below $42,667,000 for that period, we would have been obligated
to pay the private company 15% of the shortfall amount, provided
further that, such amounts, together with amounts we paid for
advertising if the private company's sales had dropped below
$45,358,000 for the same period, were not to exceed $4,500,000 in
the aggregate.  Thereafter, we have agreed to pay the private
company 10% of the amount by which their yearly net sales for any
period beginning August 31, 2003 are below $27,640,000, provided
that, if their yearly net sales fall below $26,000,000, we will
pay the private company 15% of such shortfall amount, provided
further, that such amounts, together with amounts we may pay for
advertising if the private company's sales drop below
$27,640,000, shall not, in the aggregate, exceed $2,700,000 in
any such 12 month period.  On November 18, 2004, the Management
Agreement and License, pursuant to which we are required to make
such payments to the private company, was amended such that the
private company agrees to waive its rights to receive the
payments described above during the period commencing January 1,
2005 through August 31, 2007.  This waiver also covers any
royalty payments during such period now that the Settlement
Agreements have been approved by the Court and have become
effective.

The private company shall contribute $125,750 per month to
advertising, provided that such amount shall be reduced by the
lesser of $80,000 or 1% of our sales in New York (other than
sales of leather furniture and sales from six stores in New York
that we have owned for many years). In addition, subject to
certain exceptions, if the private company's sales for the
initial period ended August 30, 2003 were less than $45,358,000
and are less than $27,640,000 in any subsequent 12-month period
commencing August 31, 2003, we will pay the private company (or
reduce the advertising payment the private company owes to us) an
amount equal to 50% of the amount by which its sales are below
such amounts provided that such amount plus any payments of the
10-15% with respect to sales shortfalls as described above, had
not exceeded $4,500,000 (for the initial period) or will not
exceed $2,700,000 (any 12-month period) in the aggregate.  On
November 18, 2004, the Management Agreement and License pursuant
to which we were required to make such payments to the Private
Company was amended such that the private company has agreed to
waive its rights to receive the payments described above during
the period commencing January 1, 2005 through August 31, 2007.
This waiver also covers any payments during such period in the
event that the settlement agreements are approved by the court
and become effective during such period.

The private company has the right to close stores and, if it
does, we have the right to purchase them for the cost of the
related inventory (typically, approximately $50,000) and, subject
to obtaining any necessary landlord's consent, continue the
operations of the stores for our own account.  The closing of
stores by the private company does not affect our obligation to
pay the private company for shortfalls in its sales.

The Management Agreement and License expires in 2049 and may be
terminated by an arbitrator for material breach.  Such agreement
also terminates upon purchase by us of the private company's
stores pursuant to the option agreement described below.  If
terminated for a reason other than a purchase, we would be
obligated not to sell furniture other than leather furniture in
New York, except in certain counties, and, accordingly, would
have to either sell our Jennifer Convertibles stores to the
private company, close them or convert them to Jennifer Leather
stores.  In addition, in the event of such termination, we will
have to make up certain shortfalls, if any, in the private
company's sales in cash or by delivery of stores in New York that
meet certain sales volume requirements.

In settlement of certain disputes for amounts due us from the
private company, on the Effective Date, the private company
executed three notes to us in the aggregate principal amount of
$2,600,000, plus amounts owed at the closing date for purchasing
and other services, including a note in the principal amount of
$200,000, which is due over three years and bears interest at 6%
per annum, a note in the principal amount of $1,400,000, which is
due over five years and bears interest at 6% per annum, and a
note for the remaining principal amount, which is due, with
respect to the amount in excess of $1 million, if any, within
ninety days, and with respect to the balance, if any, over five
years without interest.

Pursuant to an Option Agreement, we will receive the option to
purchase the assets relating to the private company's stores for
a period of 10 years beginning on the tenth anniversary of
entering into the definitive agreements at a purchase price
starting at $8,125,000, plus the assumption of approximately
$5,000,000 in principal of notes due to each of Harley J.
Greenfield, our Chairman of the Board and Chief Executive
Officer, and Edward B. Seidner, our Executive Vice President, and
decreasing over the term of the option.  If we exercise the
option agreement, the private company will enter into an asset
purchase agreement.

A monitoring committee will be set up to review, on an on- going
basis, the relationships between the private company and us in
order to avoid potential conflicts of interest between us. The
monitoring committee will consist of two persons, Kenneth
Grossman, one of the parties objecting to the original settlement
between the private company and us, and Edward G. Bohn, a current
member of our Board of Directors. The monitoring committee will
remain in effect until February 4, 2010, five years after the
approval of the settlement by the Court. In connection with his
service on the monitoring committee, we have committed to pay Mr.
Grossman $50,000 per year in cash fees and issue warrants to
purchase 150,000 shares of our common stock.
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.

                              JENNIFER CONVERTIBLES, INC.

May 5, 2005                   By:  /s/ Harley J. Greenfield
                                   Harley Greenfield
                                   Chief Executive Officer