Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Clift Matthew
  2. Issuer Name and Ticker or Trading Symbol
TEMPUR PEDIC INTERNATIONAL INC [TPX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Ex. VP, Operations
(Last)
(First)
(Middle)
C/O TEMPUR-PEDIC INTERNATIONAL INC., 1713 JAGGIE FOX WAY
3. Date of Earliest Transaction (Month/Day/Year)
04/26/2006
(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 04/26/2006   S   200 (1) D $ 15.52 323,134 D  
Common Stock 04/26/2006   S   1,100 (1) D $ 15.54 322,034 D  
Common Stock 04/26/2006   S   900 (1) D $ 15.52 321,134 D  
Common Stock 04/26/2006   S   800 (1) D $ 15.53 320,334 D  
Common Stock 04/26/2006   S   600 (1) D $ 15.52 319,734 D  
Common Stock 04/26/2006   S   400 (1) D $ 15.53 319,334 D  
Common Stock 04/26/2006   S   200 (1) D $ 15.51 319,134 D  
Common Stock 04/26/2006   S   200 (1) D $ 15.55 318,934 D  
Common Stock 04/26/2006   S   200 (1) D $ 15.53 318,734 D  
Common Stock 04/26/2006   S   500 (1) D $ 15.54 318,234 D  
Common Stock 04/26/2006   S   500 (1) D $ 15.52 317,734 D  
Common Stock 04/26/2006   S   800 (1) D $ 15.53 316,934 D  
Common Stock 04/26/2006   S   400 (1) D $ 15.51 316,534 D  
Common Stock 04/26/2006   S   400 (1) D $ 15.53 316,134 D  
Common Stock 04/26/2006   S   366 (1) D $ 15.56 315,768 D  
Common Stock 04/26/2006   S   300 (1) D $ 15.53 315,468 D  
Common Stock 04/26/2006   S   300 (1) D $ 15.54 315,168 D  

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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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Clift Matthew
C/O TEMPUR-PEDIC INTERNATIONAL INC.
1713 JAGGIE FOX WAY
LEXINGTON, KY 40511
      Ex. VP, Operations  

Signatures

 /s/ William H. Poche, attorney in fact   04/28/2006
**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) The shares were sold pursuant to a Rule 10b5-1 trading plan dated March 8, 2006 and adopted by reporting person in order to cause the applicable sales to fall within the scope of Rule 10b5-1 under the Securities Exchange Act of 1934 as amended. The plan contains specific instructions to sell 8,166 shares on April 26, 2006, 5,250 shares on July 3, 2006, and 5,250 shares on January 2, 2007 at the market price on each sale date. The proceeds from the shares sold and to be sold pursuant to this trading plan are expected to be used to fund federal and state income taxes payable as the result of prior and future vesting of 70,000 Restricted Stock Units of Tempur-Pedic International Inc. awarded for no consideration on December 1, 2004. These Restricted Stock Units vest in six successive semi-annual installments commencing on July 2, 2005

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