Exhibit 24.2

                                POWER OF ATTORNEY

                              (Section 16 Filings)

    KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Robert B. Trussell, Jr., Dale E. Williams and William H. Poche,
signing singly, the undersigned's true and lawful attorney-in-fact to:

     (1) execute for and on behalf of the undersigned, in the undersigned's
     capacity as an officer and/or director of Tempur-Pedic International Inc.
     (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the
     Securities Exchange Act of 1934 and the rules thereunder;

     (2) do and perform any and all acts for and on behalf of the undersigned
     which may be necessary or desirable to complete and execute any such Form
     3, 4, or 5, complete and execute any amendment or amendments thereto, and
     timely file such form with the United States Securities and Exchange
     Commission and any stock exchange or similar authority; and

     (3) take any other action of any type whatsoever in connection with the
     foregoing which, in the opinion of such attorney-in-fact, may be of benefit
     to, in the best interest of, or legally required by, the undersigned, it
     being understood that the documents executed by such attorney-in-fact on
     behalf of the undersigned pursuant to this Power of Attorney shall be in
     such form and shall contain such terms and conditions as such
     attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact shall lawfully do
or cause to be done by virtue of this Power of Attorney and the rights and
powers herein granted. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 17 day of December, 2003.

                                       Signature: /s/ Christopher A. Masto
                                                 -------------------------------

                                      Print Name: Christopher A. Masto
                                                 -------------------------------