November 6, 2019

Jonathan Truppman
General Counsel
Casper Sleep Inc.
230 Park Avenue South, Floor 13
New York, New York 10003

       Re: Casper Sleep Inc.
           Amendment No. 3 to
           Draft Registration Statement on Form S-1
           Submitted October 29, 2019
           CIK No. 0001598674

Dear Mr. Truppman:

      We have reviewed your amended draft registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.

       Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.

      After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Amendment 3 to Draft Registration Statement on Form S-1 submitted October 29,
2019

General

1.     We reissue comment two of our prior letter dated October 3, 2019. We
note that you have
       a Sleep Advisory Board assembled from experts in the fields of sleep
research, clinical
       psychology, and integrated medicine. Please revise your prospectus to
provide the
       identity and background of the members of your Sleep Advisory Board.
2.     We reissue comment three of our prior letter dated October 3, 2019. We
note that you
       refer to your consumer experience professionals as Sleep Specialists.
Please revise your
       prospectus to elaborate on the training and experience of your Sleep
Specialists.
 Jonathan Truppman
Casper Sleep Inc.
November 6, 2019
Page 2
3.    We note from press releases that you have entered into a partnership with
Plus Products to
      create and distribute a line of CBD-infused gummies. We note from your
website that
      you have CBD-infused gummies listed for sale. Please include risk factor
disclosure
      related to the regulatory requirements applicable to your company to
address the potential
      impact of federal and state laws related to the selling and distribution
of CBD related
      products. Please also revise your Business section to address government
approval of your
      CBD products. Please also revise your disclosures to include the material
terms of your
      partnership with Plus Products and file the agreement as an exhibit to
your registration
      statement.
Risk Factors, page 25

4.    You disclose on page 58 that net interest expense was $1.1 million for
the nine months
      ended September 30, 2019; however, net interest expense as stated on the
face of your
      income statement on page F-33 was $1.4 million for the nine months ended
September 30,
      2019. Please reconcile this apparent discrepancy.
Executive Compensation
Executive Compensation Arrangements, page 185

5.    We note that you intend to enter into an employment agreement with Mr.
Krim and
      Executive Severance Agreements with certain of your executive officers.
Please file these
      agreements exhibits to your registration statement. Please refer to Item
601(b)(10)(iii)(A)
      of Regulation S-K.
        You may contact Jeff Gordon, Staff Accountant, at (202) 551-3866 or
John Cash,
Accounting Branch Chief, at (202) 551-3768 if you have questions regarding
comments on the
financial statements and related matters. Please contact Sergio Chinos, Staff
Attorney, at (202)
551-7844 or Asia Timmons-Pierce, Special Counsel, at (202) 551-3754 with any
other questions.



                                                           Sincerely,
FirstName LastNameJonathan Truppman
                                                           Division of
Corporation Finance
Comapany NameCasper Sleep Inc.
                                                           Office of
Manufacturing
November 6, 2019 Page 2
cc:       Marc Jaffe
FirstName LastName