SEC Form 3

FORM 3

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

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1. Name and Address of Reporting Person* MCLANE P ANDREWS (Last) (First) (Middle) 125 HIGH STREET SUITE 2500 (Street) BOSTON MA 02110 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/17/2003	3. Issuer Name and Ticker or Trading Symbol TEMPUR PEDIC INTERNATIONAL INC [ TPX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	12/17/2003	(3)	Class B-1 Voting Common Stock	1,508.7	(2)	I(1)	See Footnote 1
Warrants to Purchase	12/17/2003	(3)	Class B-1 Voting Common Stock	116.51	0.01	I(1)	See Footnote 1

Explanation of Responses:

1. The reporting person may be deemed to have an indirect pecuniary interest as a member of TA Investors LLC in 1,625.21 shares of Class B-1 Voting Common Stock. The reporting person disclaims beneficial ownership of all such securities, except to the extent of 467.552 shares of Class B-1 Voting Common Stock as to which he holds a pecuniary interest.

2. Converts 1-for-1.

3. These securities are preferred stock of the Issuer and do not have an expiration date.

	P. Andrews McLane	12/17/2003
	By: Thomas P. Alber, Attorney-in-Fact	12/17/2003
	** 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 5 (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).
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