FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * TRUSSELL ROBERT B JR   2. Issuer Name and Ticker or Trading Symbol TEMPUR PEDIC INTERNATIONAL INC [TPX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O TEMPUR-PEDIC INTERNATIONAL INC., 1713 JAGGIE FOX WAY 3. Date of Earliest Transaction (Month/Day/Year) 05/01/2006 (Street) LEXINGTON, KY 40511 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/01/2006   M   893,282 A $ 1.52 (1) 1,614,254 (2) D   Common Stock 05/01/2006   M   87,615 A $ 2.85 (1) 1,701,869 (2) D   Common Stock 05/02/2006   S   57,500 D $ 15.46 1,644,369 (2) D   Common Stock 05/02/2006   S   600 D $ 15.47 1,643,769 (2) D   Common Stock 05/02/2006   S   2,700 D $ 15.48 1,641,069 (2) D   Common Stock 05/02/2006   S   200 D $ 15.49 1,640,869 (2) D   Common Stock 05/03/2006   S   50,400 D $ 15.38 1,590,469 (2) D   Common Stock 05/03/2006   S   46,600 D $ 15.39 1,543,869 (2) D   Common Stock 05/03/2006   S   3,000 D $ 15.4 1,540,869 (2) D   Common Stock 05/03/2006   S   47,600 D $ 15.41 1,493,269 (2) D   Common Stock 05/03/2006   S   29,800 D $ 15.42 1,463,469 (2) D   Common Stock 05/03/2006   S   28,000 D $ 15.43 1,435,469 (2) D   Common Stock 05/03/2006   S   41,700 D $ 15.44 1,393,769 (2) D   Common Stock 05/03/2006   S   18,200 D $ 15.45 1,375,569 (2) D   Common Stock 05/03/2006   S   2,700 D $ 15.46 1,372,869 (2) D   Common Stock               1,409,629 (2) I By RBT Investments LLC

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 1.52 (1)

05/01/2006

M

893,282

(3)

11/01/2012

Common Stock

893,282

$ 1.52 (1)

216,563

D

Stock Option (right to buy)

$ 2.85 (1)

05/01/2006

M

87,615

(4)

09/30/2013

Common Stock

87,615

$ 2.85 (1)

52,570

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
TRUSSELL ROBERT B JR C/O TEMPUR-PEDIC INTERNATIONAL INC. 1713 JAGGIE FOX WAY LEXINGTON, KY 40511	X

Signatures

/s/ William H. Poche, attorney-in-fact		05/03/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	Reflects rounding.
(2)	These shares are owned by Robert B. Trussell, Jr. or Robert B. Trussell, Jr. and Martha O. Trussell as Tenants in Common.
(3)	These options vest and become exercisable in a series of installments. The first installment, which consisted of 25% of the original aggregate number of options granted, vested on November 1, 2003. The remaining options become exercisable in a series of twelve successive equal quarterly installments: the first remaining installment became exercisable on February 1, 2004 and the last installment will become exercisable on November 1, 2006. The reporting person plans to sell such shares in connection with his retirement as Chief Executive Officer of the Issuer and his decision to diversity his investments. Subsequent to the exercise and contemplated sale the reporting person will directly or indirectly own 2,130,601 shares of common stock of the Issuer.
(4)	These options vest and become exercisable in a series of installments. The first installment, which consisted of 25% of the original aggregate number of options granted, vested on September 30, 2004. The remaining options will become exercisable in a series of twelve successive equal quarterly installments: the first remaining installment became exercisable on November 13, 2004 and the last installment will become exercisable on August 13, 2007. The reporting person plans to sell such shares in connection with his retirement as Chief Executive Officer of the Issuer and his decision to diversity his investments. Subsequent to the exercise and contemplated sale the reporting person will directly or indirectly own 2,130,601 shares of common stock of the Issuer.

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