FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Carlsen Dale R

2. Date of Event Requiring Statement (MM/DD/YYYY)
10/20/2014 

3. Issuer Name and Ticker or Trading Symbol

MATTRESS FIRM HOLDING CORP. [MFRM]

(Last)        (First)        (Middle)

5815 GULF FREEWAY

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
President & CSO /

(Street)

HOUSTON, TX 77023       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $0.01 per share   389764   (1) I   Trustee of Dale R. Carlsen Stock Trust U.D.T. August 5, 1997  
Common Stock, par value $0.01 per share   11633   (2) I   Trustee of Dale R. Carlsen Irr. Trust udt 12/26/12  
Common Stock, par value $0.01 per share   10952   (3) I   Trustee of Joseph P. Carlsen 2000 Trust established December 28, 2000  
Common Stock, par value $0.01 per share   10952   (4) I   Trustee of Meghan E. Carlsen 2000 Trust established December 28, 2000  
Common Stock, par value $0.01 per share   11633   (5) I   By wife  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Represents shares issued to the Dale R. Carlsen Stock Trust U.D.T. August 5, 1997, for which the reporting person is trustee, as partial payment of the purchase price for the shares of The Sleep Train, Inc. sold by the Trust to the issuer's subsidiary pursuant to that certain Purchase and Sale Agreement dated September 3, 2014, among Mattress Firm, Inc., the issuer, The Sleep Train, Inc., the shareholders of The Sleep Train, Inc. as named therein, Dale R. Carlsen, in his individual capacity, Robert D. Killgore, in his individual capacity, and Dale R. Carlsen, as shareholder representative.
( 2)  Represents shares issued to the Dale R. Carlsen Irr. Trust udt 12/26/12, for which the reporting person is trustee, as partial payment of the purchase price for the shares of The Sleep Train, Inc. sold by the Trust to the issuer's subsidiary pursuant to that certain Purchase and Sale Agreement dated September 3, 2014, among Mattress Firm, Inc., the issuer, The Sleep Train, Inc., the shareholders of The Sleep Train, Inc. as named therein, Dale R. Carlsen, in his individual capacity, Robert D. Killgore, in his individual capacity, and Dale R. Carlsen, as shareholder representative.
( 3)  Represents shares issued to the Joseph P. Carlsen 2000 Trust established December 28, 2000, for which the reporting person is trustee, as partial payment of the purchase price for the shares of The Sleep Train, Inc. sold by the Trust to the issuer's subsidiary pursuant to that certain Purchase and Sale Agreement dated September 3, 2014, among Mattress Firm, Inc., the issuer, The Sleep Train, Inc., the shareholders of The Sleep Train, Inc. as named therein, Dale R. Carlsen, in his individual capacity, Robert D. Killgore, in his individual capacity, and Dale R. Carlsen, as shareholder representative.
( 4)  Represents shares issued to the Meghan E. Carlsen 2000 Trust established December 28, 2000, for which the reporting person is trustee, as partial payment of the purchase price for the shares of The Sleep Train, Inc. sold by the Trust to the issuer's subsidiary pursuant to that certain Purchase and Sale Agreement dated September 3, 2014, among Mattress Firm, Inc., the issuer, The Sleep Train, Inc., the shareholders of The Sleep Train, Inc. as named therein, Dale R. Carlsen, in his individual capacity, Robert D. Killgore, in his individual capacity, and Dale R. Carlsen, as shareholder representative.
( 5)  Represents shares issued to the Kathryn W. Carlsen Irr. Trust udt 12/26/12, for which the reporting person's wife is trustee, as partial payment of the purchase price for the shares of The Sleep Train, Inc. sold by the Trust to the issuer's subsidiary pursuant to that certain Purchase and Sale Agreement dated September 3, 2014, among Mattress Firm, Inc., the issuer, The Sleep Train, Inc., the shareholders of The Sleep Train, Inc. as named therein, Dale R. Carlsen, in his individual capacity, Robert D. Killgore, in his individual capacity, and Dale R. Carlsen, as shareholder representative.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Carlsen Dale R
5815 GULF FREEWAY
HOUSTON, TX 77023 		X
President & CSO

Signatures
/s/ Dale Carlsen 10/28/2014
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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