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                                                                     EXHIBIT 3.1

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                             SIMMONS BEDDING COMPANY

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      Simmons Bedding Company, a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), hereby certifies as follows:

      1. The name of the Corporation is Simmons Bedding Company. The date of
filing of its original Certificate of Incorporation with the Secretary of State
was February 15, 1996, under the name Simmons Holdings, Inc.

      2. This Amended and Restated Certificate of Incorporation was duly adopted
by the written consent of the Board of Directors of the Corporation and by
written consent of the sole stockholder in accordance with the applicable
provisions of Sections 141, 228, 242 and 245 of the General Corporation Law of
the State of Delaware and written notice of the adoption of this Amended and
Restated Certificate of Incorporation has been given as provided by Section 228
of the General Corporation Law of the State of Delaware to every stockholder
entitled to such notice.

      3. The text of the Certificate of Incorporation is hereby restated and
amended in its entirety as follows:

      FIRST: The name of the Corporation is Simmons Bedding Company

      SECOND: The address of the Corporation's registered office in the State of
Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange
Street, Wilmington, DE 19801, County of Newcastle. The name of the Corporation's
registered agent for service of process in the State of Delaware at such address
is The Corporation Trust Company.

      THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware, as from time to time amended.

      FOURTH: The total number of shares of capital stock which the Corporation
shall have authority to issue is 3,000, all of which shares shall be Common
Stock having a par value of $0.01 per share.

      FIFTH: The number of directors of the Corporation shall be as set forth in
the By-laws of the Corporation. The election of directors of the Corporation
need not be by ballot unless the By-laws so require. At each meeting of the
Corporation's board of directors (or committee thereof) at which a quorum is
present, each director shall be entitled to one vote on each matter to be voted
on at such meeting.

      SIXTH: To the fullest extent permitted by the Delaware General Corporation
Law ("DGCL"), as the same exists or as may hereafter be amended, a director of
the Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages or breach of fiduciary duty as a director. The
Corporation shall, to the fullest extent permitted by applicable law as then in
effect, indemnify any person who was or is a party or is threatened to be made a
party to, or testifies in, any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative in nature
(a "Proceeding"), by reason of the fact that such person is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another

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corporation, partnership, joint venture, employee benefit plan, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding to the full extent permitted by
law, and the Corporation may adopt By-laws or enter into agreements with any
such person for the purpose of providing for such indemnification.

            Any indemnification under this Article Sixth (unless ordered by a
court) shall be made by the Corporation upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he or she has met the applicable standard of conduct set
forth in the DGCL, as the same exists or hereafter may be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment).

            Expenses (including attorneys' fees) incurred by a director,
officer, employee or agent of the Corporation in defending a Proceeding shall be
paid by the Corporation in advance of the final disposition of such Proceeding
upon receipt of an undertaking by or on behalf of the director, officer,
employee or agent to repay all amounts so advanced in the event that it shall
ultimately be determined that such director, officer, employee or agent is not
entitled to be indemnified by the Corporation as authorized in this Article
Sixth.

            The indemnification and advancement of expenses provided by this
Article Sixth shall not be deemed exclusive of any other rights to which a
person seeking indemnification or advancement of expenses may be entitled under
any law (common or statutory), bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding office or while
employed by or acting as agent for the Corporation. All rights to
indemnification under this Article Sixth shall be deemed to be a contract
between the Corporation and each director, officer, employee or agent of the
Corporation or any of its subsidiaries who serves or served in such capacity at
any time while this Article Sixth is in effect.

            The Corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was or has agreed to become a director,
officer, employee or agent of the Corporation or any of its subsidiaries, or is
or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him or her and incurred
by him or her or on his or her behalf in any such capacity, or arising out of
his or her status as such, whether or not the Corporation would have the power
to indemnify him or her against such liability under the provisions of this
Article Sixth.

            If this Article Sixth or any portion hereof shall be invalidated on
any ground by any court of competent jurisdiction, then the Corporation shall
nevertheless indemnify or advance expenses to each person entitled to
indemnification or advancement of expenses, as the case may be, as to all
expense, liability and loss actually and reasonably incurred or suffered by such
person and for which indemnification or advancement of expenses, as the case may
be, is available to such person pursuant to this Article Sixth to the full
extent permitted by any applicable portion of this Article Sixth that shall not
have been invalidated and to the full extent permitted by applicable law.

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            Neither any amendment nor repeal of this Article Sixth, nor the
adoption of any provision of this Restated Certificate of Incorporation
inconsistent with this Article Sixth, shall eliminate or reduce the effect of
this Article Sixth in respect of any matter occurring, or any cause of action,
suit or claim that, but for this Article Sixth would accrue or arise, prior to
such amendment, repeal of adoption of an inconsistent provision.

      Seventh: In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the board of directors of the Corporation is
expressly authorized and empowered to make, alter, amend or repeal the By-laws
in any manner not inconsistent with the laws of the State of Delaware or this
Certificate of Incorporation.

      Eighth: Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of Section 291 of Title 8 of the Delaware Code or on the application
of trustees in dissolution or of any receiver or receivers appointed for the
Corporation under the provisions of Section 279 of Title 8 of the Delaware Code
order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the Corporation, as the case may be, to
be summoned in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of the Corporation, as the
case may be, agree on any compromise or arrangement and to any reorganization of
the Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of the Corporation, as the case may be, and also on the
Corporation.

      NINTH: The Corporation is to have perpetual existence.

      TENTH: Meetings of stockholders may be held within or without the State of
Delaware, as the By-laws may provide. The books of the Corporation may be kept
outside the State of Delaware at such place or places as may be designated from
time to time by the board of directors or in the By-laws of the Corporation.

      ELEVENTH: The Corporation reserves the right to amend or repeal any
provision contained in this Certificate of Incorporation in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders are
granted subject to this reservation.

      TWELFTH: To the maximum extent permitted from time to time under the DGCL,
the Corporation renounces any interest or expectancy of the Corporation in, or
in being offered an opportunity to participate in, business opportunities that
are from time to time presented to its officers, directors or stockholders,
other than those officers, directors or stockholders who are employees of the
Corporation. No amendment or repeal of this Article Twelfth shall apply to or
have any effect on the liability or alleged liability or any officer, director
or stockholder of the Corporation for or with respect to any opportunities of
which such officer, director or stockholder becomes aware prior to such
amendment or repeal.

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      IN WITNESS WHEREOF, said Simmons Bedding Company has caused this
certificate to be signed by its President as of the 10th of March, 2005.


                                      SIMMONS BEDDING COMPANY

                                      By: /s/ William S. Creekmuir
                                          -----------------------------
                                          Name: William S. Creekmuir
                                          Title: Executive VP & CFO


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