EXHIBIT 3.9

                                     BYLAWS

                                       OF

                           TEMPUR PRODUCTION USA, INC.


                           1. Meetings of Shareholders
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         1.1 Except as the Board of Directors may otherwise designate, the
annual meeting of the shareholders of the Corporation shall be held at a time
and date to be set by the Board of Directors.

         1.2 The annual meeting of the shareholders shall be held at a place
designated by the Board of Directors or, if the Board of Directors does not
designate a place, then at a place designated by the Secretary or, if the
Secretary does not designate a place, at the Corporation's principal office.

         1.3 Special meetings of the shareholders shall be held at a place
designated by the Board of Directors if the special meeting is called by the
Board of Directors. If the special meeting is not called by the Board of
Directors, the meeting shall be held at the Corporation's principal office.


                              2. Board of Directors
                                 ------------------

         2.1 The exact number of directors may be fixed, increased or decreased
from time to time by a resolution adopted by the vote of the shareholders who
(a) are present in person or by proxy at a meeting held to elect directors, and
(b) have a majority of the voting power of the shares represented at such
meeting and entitled to vote in the election.

         2.2 Meetings of the Board of Directors may be called by the President
or by any director.

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         2.3 Unless waived as permitted by the Virginia Stock Corporation Act,
notice of the time and place of each meeting of the directors shall be either
(a) telephoned or personally delivered to each director at least forty-eight
hours before the time of the meeting, or (b) mailed to each director at his last
known address at least ninety-six hours before the time of the meeting.


                                   3. Offices
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         3.1 The Corporation shall have a President, a Secretary and a
Treasurer, and may have one or more Vice Presidents, all of whom shall be
appointed by the Board of Directors. The Corporation may also have such
assistant officers as the Board of Directors may deem necessary, all of whom
shall be appointed by the Board of Directors or appointed by an officer or
officers authorized by it.

         3.2 The President shall have:

                  (a) General charge and authority over the business of the
Corporation, subject to the direction of the Board of Directors;

                  (b) Authority to preside at all meetings of the shareholders
and of the Board of Directors;

                  (c) Authority acting alone, except as otherwise directed by
the Board of Directors, to sign and deliver any document on behalf of the
Corporation, including, without limitation, any deed conveying title to any real
estate owned by the Corporation and any contract for the sale or other
disposition of any such real estate, and;

                  (d) Such other powers and duties as the Board of Directors
may assign.

         3.3 The Vice President, or if there be more than one Vice President,
the Vice Presidents in the order of their seniority by designation (or, if not
designated, in the order of their seniority of election), shall perform the
duties of the President in his/her absence. The Vice

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Presidents shall have such other powers and duties as the Board of Directors or
the President may assign.

         3.4 The Secretary shall:

             (a) Issue notices of all meetings for which notice is required
to be given;

             (b) Have responsibility for preparing minutes of the directors'
and shareholders' meetings and for authenticating records of the Corporation;

             (c) Have charge of the corporate record books; and

             (d) Have such other duties and powers as the Board of Directors
or the President may sign.

         3.5 The Treasurer shall:

             (a) Keep adequate and correct accounts of the Corporation's
affairs and transactions, and (b) Have such other duties and powers as the
Board of Directors or the President may sign.

         3.6 Other officers and agents of the Corporation shall have such
authority and perform such duties in the management of the Corporation as the
Board of Directors or the President may assign to them.


                          4. Certificates and Transfer
                             -------------------------

         4.1 Shares of the Corporation shall be represented by certificates in
such form as shall from time to time be prescribed by the President.

         4.2 Certificates representing shares of the Corporation's shall be
signed (either manually or in facsimile) by the President and by the Secretary
or Treasurer or an Assistant Secretary or Assistant Treasurer.

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         4.3 Transfer of shares shall be made only on the stock transfer books
of the Corporation.

                                  Prepared by:

                           BROWN, TODD & HEYBURN PLLC
                         2700 Lexington Financial Center
                              250 West Main Street
                            Lexington, Kentucky 40507


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