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) March 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 3.02 Unregistered Sales of Equity Securities.

     Pursuant to a consulting agreement between Kenneth Grossman
and us, on March 30, 2005, we issued to Mr. Grossman a warrant to
purchase 150,000 shares of our common stock (the "Warrant") at an
exercise price of $2.37 per share, which is equal to the average
closing price of our common stock on the American Stock Exchange
for the 10 trading days immediately preceding the date of
issuance .  The Warrant shall be exercisable for ten years and
shall vest as follows: 50,000 shares upon issuance; 50,000 shares
on the first anniversary thereof; and 50,000 shares on the second
anniversary thereof.  The Warrant will become fully vested if the
closing price of our common stock exceeds $7.00 per share for
five consecutive trading days. The Warrant contains a cashless
exercise feature and registration rights consisting of one demand
and two piggyback registration rights to have all or any portion
of the shares of common stock underlying the Warrant included in
a registration statement filed by us with the Securities and
Exchange Commission.  The issuance described above was made in
reliance upon an exemption from the Securities Act of 1933, as
amended, set forth in Section 4(2) relating to issuances not
involving any public offering.


<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.


April 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) March 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 3.02 Unregistered Sales of Equity Securities.

     Pursuant to a consulting agreement between Kenneth Grossman
and us, on March 30, 2005, we issued to Mr. Grossman a warrant to
purchase 150,000 shares of our common stock (the "Warrant") at an
exercise price of $2.37 per share, which is equal to the average
closing price of our common stock on the American Stock Exchange
for the 10 trading days immediately preceding the date of
issuance .  The Warrant shall be exercisable for ten years and
shall vest as follows: 50,000 shares upon issuance; 50,000 shares
on the first anniversary thereof; and 50,000 shares on the second
anniversary thereof.  The Warrant will become fully vested if the
closing price of our common stock exceeds $7.00 per share for
five consecutive trading days. The Warrant contains a cashless
exercise feature and registration rights consisting of one demand
and two piggyback registration rights to have all or any portion
of the shares of common stock underlying the Warrant included in
a registration statement filed by us with the Securities and
Exchange Commission.  The issuance described above was made in
reliance upon an exemption from the Securities Act of 1933, as
amended, set forth in Section 4(2) relating to issuances not
involving any public offering.
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.

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