Statement of Changes of Beneficial Ownership

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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	OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5
	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(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * TA ASSOCIATES INC	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                      __ X __ 10% Owner _____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle) 125 HIGH STREET, SUITE 2500	3. Date of Earliest Transaction (MM/DD/YYYY) 12/23/2003
(Street) BOSTON, MA 02110 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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
Class B-1 Voting Common	12/23/2003	12/23/2003	C (1)		99458.01	A	(1)	99458.01	I   (5) (6)	See Footnotes 5 & 6
Common Stock	12/23/2003	12/23/2003	S		9510429   (2) (3)	D	$13.09	42705024   (2) (3)	I   (5) (6)	See Footnotes 5 & 6

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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
Series A Convertible Preferred	(1)	12/23/2003	12/23/2003	C			93513.6	(4)	(4)	B-1 Voting Common Stock	93513.6	$33077300	0	I   (5) (6)	See Footnotes 5 & 6   (5) (6)
Warrants to Purchase	$.01	12/23/2003	12/23/2003	C			5944.41	(4)	(4)	B-1 Voting Common Stock	.01	$35000000	0	I   (5) (6)	See Footnotes 5 & 6   (5) (6)

Explanation of Responses:
( 1)	Converts 1-for-1.
( 2)	After the conversion of the Series A Preferred Stock, and the net exercise of the warrants, on December 23, 2003, the Company renamed its Class B-1 Voting Common Stock as Common Stock.
( 3)	On December 23, 2003, the Common Stock of Tempur-Pedic International Inc. split 525-for-1 in the form of a stock dividend of 524 shares for each outstanding share. This resulted in the acquisition of an additional 52,115,995 shares of Common Stock.
( 4)	Not applicable.
( 5)	The reporting person may be deemed to have an indirect pecuniary interest as the General Partner of TA Associates AP IV L.P., TA Associates SPF L.P. and as the Manager of TA Associates IX LLC, TA Associates VIII LLC, TA Associates SDF LLC and TA Investors LLC. The reporting person disclaims beneficial ownership of such shares because the reporting person 's indirect pecuniary interest is subject to indeterminable future events.
( 6)	The reporting person is the indirect beneficial owner of the following shares of Common Stock: (i) 25,949,982 shares owned by TA IX L.P.; (ii) 6,440,662 shares owned by TA/Advent VIII L.P.; (iii) 6,487,506 shares owned by TA/Atlantic and Pacific IV L.P.; (iv) 531,313 shares owned by TA Strategic Partners Fund A L.P.; (v) 95,363 shares owned by TA Strategic Partners Fund B L.P.; (vi) 2,502,369 shares owned by TA Subordinated Debt Fund L.P. and (vii) 697,829 shares owned by TA Investors LLC. TA Associates IX LLC is the General Partner of TA IX L.P. TA Associates VIII LLC is the General partner of TA/Advent VIII L.P. TA Associates SDF LLC is the General Partner of TA Subordinated Debt Fund L.P. TA Associates AP IV L.P. is the General Partner of TA/Atlantic and Pacific IV L.P. TA Associates SPF L.P. is the General Partner of TA Strategic Partners Fund A L.P. and TA Strategic Partners Fund B L.P.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
TA ASSOCIATES INC 125 HIGH STREET SUITE 2500 BOSTON, MA 02110		X

Signatures
TA Associates, Inc.		12/26/2003
** Signature of Reporting Person		Date
By: Thomas P. Alber, Chief Financial Officer		12/26/2003
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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