Statement of Changes of Beneficial Ownership

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
                                                                                  
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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 STRATEGIC PARTNERS FUND B LP 		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)    222.1   A   (1) 222.1   D    
Common Stock   12/23/2003   12/23/2003   S    21239   (2) (3) D $13.09   95363   (2) (3) D    

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        222.1      (4)   (4) B-1 Voting Common Stock   222.1   $222100   0   D    

Explanation of Responses:
( 1)  Converts 1-for-1.
( 2)  After the conversion of the Series A Preferred Stock by the reporting person 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 116,380 additional shares of Common Stock.
( 4)  Not applicable.

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


Signatures
TA Strategic Partners Fund B L.P. 12/26/2003
** Signature of Reporting Person Date

By: TA Associates SPF L.P., its General Partner 12/26/2003
** Signature of Reporting Person Date

By: TA Associates, Inc., its General Partner 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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