**Exhibit 31.2**

 

***Chief FinancialOfficer Certification of the Quarterly Financial Statements***

 

I, **James B. Hirshorn**,certify that:

 

1.                             Ihave reviewed this quarterly report on Form 10-Q for the quarter ended August29, 2004 of Sealy Mattress Corporation (the “Corporation”);

 

2.                             Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleadingwith respect to the period covered by this report;

 

3.                             Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the Corporation as of, andfor, the periods presented in this report;

 

4.                             TheCorporation’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange Act Rules13a-15(e) and 15d-15(e)) for the Corporation and have:

 

(a)                        Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the Corporation, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

(b)                       Evaluatedthe effectiveness of the Corporation’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

(c)                        Disclosedin this report any change in the Corporation’s internal control over financialreporting that occurred during the Corporation’s most recent fiscal quarterthat has materially affected, or is reasonably likely to materially affect, theCorporation’s internal control over financial reporting; and

 

5.                             TheCorporation’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theCorporation’s auditors and the audit committee of the Corporation’s board of:

 

(a)                        Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the Corporation’s ability to record, process, summarize andreport financial information; and

 

(b)                       Any fraud,whether or not material, that involves management or other employees who have asignificant role in the Corporation’s internal controls over financialreporting.

 

Date:October 13, 2004

 
|       | /S/    JAMES  B. HIRSHORN |
|------------|-----------------------------------------------|
| ** ** | **James B. Hirshorn**                         |
| ** ** | **Chief Financial Officer**              |
| ** ** | **(Principal Financial Officer)**             |

 

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