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                                                                    Exhibit 10.8

                               ADVISORY AGREEMENT


         This Advisory Agreement (this "Agreement") is entered into as of the
29th day of October, 1998 by and between Simmons Holdings, Inc., a Delaware
corporation (the "Holdings"), Simmons Company, a Delaware corporation (the
"Company") and Fenway Partners, Inc., a Delaware corporation ("Fenway").

                  WHEREAS, Fenway has provided advisory and other services to
         Holdings and the Company in connection with the acquisition by funds
         affiliated with Fenway (the "Fenway Funds") of Simmons Holdings, Inc.
         (the "Acquisition") and the senior secured financing (the "Senior
         Financing") being provided for the Acquisition pursuant to a credit
         agreement dated on or about the date hereof by Goldman Sachs Credit
         Partners L.P. as joint lead arranger and syndication agent, Warburg
         Dillon Read LLC, as joint lead arranger, and UBS A.G., Stamford Branch
         as administrative agent and the lending institutions from time to time
         party thereto;

                  WHEREAS, subject to the terms and conditions of this
         Agreement, Holdings and the Company desire to retain Fenway to provide
         certain management and advisory services to Holdings and the Company,
         and Fenway desires to provide such services;

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:

1.       SERVICES. Fenway hereby agrees that, during the term of this Agreement
         (the "Term"), it will:

         a.       provide Holdings and the Company with advice in connection
                  with the negotiation and consummation of agreements,
                  contracts, documents and instruments necessary to provide the
                  Company with senior secured financing from banks or other
                  financial institutions or other entities on terms and
                  conditions satisfactory to Holdings and the Company; and

         b.       provide Holdings and the Company with financial, managerial
                  and operational advice in connection with its day-to-day
                  operations, including, without limitation:

                  (i)      advice with respect to the investment of funds; and


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                  (ii)     advice with respect to the development and
                           implementation of strategies for improving the
                           operating, marketing and financial performance of
                           Holdings and the Company.

2.       PAYMENT OF FEES. The Company hereby agrees to:

         a.       pay to Fenway (or its designee) a fee in the amount of five
                  million, one hundred thousand dollars ($5,100,000) and
                  379,119.069 shares of Class B Common Stock of Holdings in
                  connection with the structuring of the Acquisition and the
                  Senior Financing, together with reimbursement of Fenway's
                  reasonable out-of-pocket expenses incurred on behalf of the
                  Company through the closing date in connection with the
                  Acquisition, such fees and expenses being payable by the
                  Company at the closing of the Acquisition;

         b.       during the Term, pay to Fenway (or its designee) management
                  fees as follows (subject to adjustment as provided below): for
                  the Term of this Agreement, for each fiscal year, an amount
                  equal to 1/4 of 1% of net sales for the immediately preceding
                  fiscal year or such other amount (or formula) as may be
                  mutually agreed among Holdings, the Company and Fenway, in
                  each case in exchange for the services provided to Holdings
                  and the Company by Fenway, as more fully described in Section
                  1 of this Agreement, such fees being payable by Holdings and
                  the Company quarterly in advance, the first such payment to be
                  made at or promptly after the closing of the Acquisition;

         c.       during the Term, allow Fenway to participate in the
                  negotiation and consummation of any acquisition transactions
                  by Holdings or the Company or any of its direct or indirect
                  subsidiaries, and pay to Fenway (or an affiliate of Fenway
                  designated by it) such customary fee as may be charged
                  therefor by Fenway in connection therewith; provided, however,
                  that in each case such fee shall not exceed the greater of (i)
                  $1,000,000 or (ii) one and one-half percent (1 1/2%) of the
                  aggregate transaction value (including liabilities assumed);
                  and provided further that such fee shall be due and payable
                  for the foregoing services at the closing of such transaction;
                  and

         d.       in the event of an acquisition or series of acquisitions of
                  another business or businesses (whether by stock or asset
                  purchase, merger or otherwise) wherein the acquired entities
                  or businesses have an aggregate enterprise value in excess of
                  $25,000,000, thereafter, if appropriate under the
                  circumstances, pay to Fenway an increase to the management
                  fees payable pursuant to Section 2(b) above as is mutually
                  agreed by the Company and Fenway (it being agreed that the
                  amount of any such increase will be negotiated in good faith
                  between the Company and Fenway).


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         e.       in the event of an initial public offering of Common Stock of
                  Holdings or the Company, the parties agree to negotiate in
                  good faith any adjustments to the fee as may be customary and
                  appropriate based upon market conditions and the participation
                  of Fenway in the business, financings and acquisition of
                  Holdings and the Company (including, if applicable the
                  termination of the Agreement); provided, however, that,
                  nothing contained herein shall require Holdings or the Company
                  to pay Fenway the present value of future payments under this
                  Agreement through the term of this Agreement or any other fee
                  in respect of such termination or adjustment.

         Each payment made pursuant to this Section 2 shall be paid by wire
         transfer of immediately available federal funds to such account(s) as
         Fenway may specify to the Company in writing prior to such payment.

3.       TERM. This Agreement shall continue in full force and effect, unless
         and until terminated by mutual consent of the parties, for a minimum of
         ten years; and thereafter for so long as Fenway (or any successor or
         permitted assign, as the case may be) continues to carry on the
         business of providing services of the type described in Section 1
         above; provided, however, that:

         a.       either party may terminate this Agreement following a material
                  breach of the terms of this Agreement by the other party
                  hereto and a failure to cure such breach within 30 days
                  following written notice thereof;

         b.       this Agreement shall terminate automatically upon the earliest
                  date upon which the Fenway Funds and their respective
                  affiliates shall cease to retain the power to elect or cause
                  the election of a majority of the board of directors of
                  Holdings; and

         c.       each of (i) the obligations of Holdings and the Company under
                  Section 4 below, (ii) any and all accrued and unpaid
                  obligations of Holdings and the Company owed under Section 2
                  above and (iii) the provisions of Sections 4(b) and 7 shall
                  survive any termination of this Agreement to the maximum
                  extent permitted under applicable law.

4.       EXPENSES; INDEMNIFICATION.

         a.       Expenses. Whether or not the Acquisition or any of the other
                  transactions contemplated by this Agreement or any other
                  agreement executed in connection herewith shall be
                  consummated, Holdings and the Company agree to pay on demand
                  reasonable expenses incurred by Fenway and the Fenway Funds in
                  connection with this Agreement, the Acquisition and such other
                  transactions and

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                  all operations hereunder or otherwise incurred in connection
                  with the Acquisition or the Company, including but not limited
                  to:

                  (i)      the reasonable fees and disbursements of: (A) Ropes &
                           Gray, special counsel to Fenway and the Fenway Funds,
                           (B) Ernst & Young, accountant to Fenway and the
                           Fenway Funds, and (C) any other consultants or
                           advisors retained by Fenway, the Fenway Funds or
                           either of the parties identified in clauses (A) and
                           (B) arising in connection therewith (including but
                           not limited to the preparation, negotiation and
                           execution of this Agreement and any other agreement
                           executed in connection herewith or in connection with
                           the Acquisition, the Senior Financing or the
                           consummation of the other transactions contemplated
                           hereby (and any and all amendments, modifications,
                           restructurings and waivers, and exercises and
                           preservations of rights and remedies hereunder or
                           thereunder) and the operations of Holdings and the
                           Company and any of its subsidiaries), and

                  (ii)     any out-of-pocket expenses incurred by Fenway in
                           connection with the provision of services hereunder
                           or the attendance at any meeting of the board of
                           directors (or any committee thereof) of Holdings and
                           the Company or any of its affiliates.

         b.       Indemnity and Liability. Holdings and the Company hereby agree
                  to indemnify, exonerate and hold each of Fenway, and the
                  Fenway Funds, and each of their respective partners,
                  shareholders, affiliates, directors, officers, fiduciaries,
                  employees and agents and each of the partners, shareholders,
                  affiliates, directors, officers, fiduciaries, employees and
                  agents of each of the foregoing (collectively, the
                  "Indemnitees") free and harmless from and against any and all
                  actions, causes of action, suits, losses, liabilities and
                  damages, and expenses in connection therewith, including
                  without limitation reasonable attorneys' fees and
                  disbursements (collectively, the "Indemnified Liabilities"),
                  incurred by the Indemnitees or any of them as a result of, or
                  arising out of, or relating to the Acquisition, the execution,
                  delivery, performance, enforcement or existence of this
                  Agreement or the transactions contemplated hereby except for
                  any such Indemnified Liabilities arising on account of such
                  Indemnitee's gross negligence or willful misconduct, and if
                  and to the extent that the foregoing undertaking may be
                  unenforceable for any reason, Holdings and the Company hereby
                  agrees to make the maximum contribution to the payment and
                  satisfaction of each of the Indemnified Liabilities which is
                  permissible under applicable law. None of the Indemnitees
                  shall be liable to Holdings and the Company or any of its
                  affiliates for any act or omission suffered or taken by such
                  Indemnitee that does not constitute gross negligence or
                  willful misconduct.


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5.       ASSIGNMENT, ETC. Neither party shall have the right to assign this
         Agreement; provided, however, that notwithstanding the foregoing
         prohibition, (a) Fenway may assign all or part of its rights and
         obligations hereunder to any affiliate of Fenway which provides
         services similar to those called for by this Agreement, in which event
         Fenway shall be released of all of its rights and obligations
         hereunder, and (b) the provisions hereof for the benefit of the Fenway
         Fund shall inure to the benefit of their successors and assigns.

6.       AMENDMENTS AND WAIVERS. No amendment or waiver of any term, provision
         or condition of this Agreement shall be effective, unless in writing
         and executed by each of Fenway and the Company. No waiver on any one
         occasion shall extend to or effect or be construed as a waiver of any
         right or remedy on any future occasion. No course of dealing of any
         person nor any delay or omission in exercising any right or remedy
         shall constitute an amendment of this Agreement or a waiver of any
         right or remedy of any party hereto.

7.       MISCELLANEOUS.

         a.       Choice of Law. This Agreement shall be governed by and
                  construed in accordance with the domestic substantive laws of
                  the State of New York without giving effect to any choice or
                  conflict of law provision or rule that would cause the
                  application of the domestic substantive laws of any other
                  jurisdiction.

         b.       Consent to Jurisdiction. Each of the parties agrees that all
                  actions, suits or proceedings arising out of or based upon
                  this Agreement or the subject matter hereof shall be brought
                  and maintained exclusively in the federal and state courts of
                  the State of New York. Each of the parties hereto by execution
                  hereof (i) hereby irrevocably submits to the jurisdiction of
                  the federal and state courts in the State of New York for the
                  purpose of any action, suit or proceeding arising out of or
                  based upon this Agreement or the subject matter hereof and
                  (ii) hereby waives to the extent not prohibited by applicable
                  law, and agrees not to assert, by way of motion, as a defense
                  or otherwise, in any such action, suit or proceeding, any
                  claim that it is not subject personally to the jurisdiction of
                  the above-named courts, that it is immune from
                  extraterritorial injunctive relief or other injunctive relief,
                  that its property is exempt or immune from attachment or
                  execution, that any such action, suit or proceeding may not be
                  brought or maintained in one of the above-named courts, that
                  any such action, suit or proceeding brought or maintained in
                  one of the above-named courts should be dismissed on grounds
                  of FORUM NON CONVENIENS, should be transferred to any court
                  other than one of the above-named courts, should be stayed by
                  virtue of the pendency of any other action, suit or proceeding
                  in any court other than one of the above-named courts, or that
                  this Agreement or the subject matter hereof may not be
                  enforced in or by any of the above-named courts. Each of the

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                  parties hereto hereby consents to service of process in any
                  such suit, action or proceeding in any manner permitted by the
                  laws of the State of New York, agrees that service of process
                  by registered or certified mail, return receipt requested, at
                  the address specified in or pursuant to Section 9 is
                  reasonably calculated to give actual notice and waives and
                  agrees not to assert by way of motion, as a defense or
                  otherwise, in any such action, suit or proceeding any claim
                  that service of process made in accordance with Section 9 does
                  not constitute good and sufficient service of process. The
                  provisions of this Section 7(b) shall not restrict the ability
                  of any party to enforce in any court any judgment obtained in
                  a federal or state court of the State of New York.

         c.       Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY
                  APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES
                  HERETO HEREBY WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT
                  (WHETHER AS PLAINTIFF, DEFENDANT, OR OTHERWISE), ANY RIGHT TO
                  TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM,
                  DEMAND, CAUSE OF ACTION, ACTION, SUIT OR PROCEEDING ARISING
                  OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER
                  HEREOF, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING
                  AND WHETHER IN CONTRACT OR TORT OR OTHERWISE. Each of the
                  parties hereto acknowledges that it has been informed by each
                  other party that the provisions of this Section 7(c)
                  constitute a material inducement upon which such party is
                  relying and will rely in entering into this Agreement and the
                  transactions contemplated hereby. Any of the parties hereto
                  may file an original counterpart or a copy of this Agreement
                  with any court as written evidence of the consent of each of
                  the parties hereto to the waiver of its right to trial by
                  jury.

8.       MERGER/ENTIRE AGREEMENT. This Agreement contains the entire
         understanding of the parties with respect to the subject matter hereof
         and supersedes any prior communication or agreement with respect
         thereto.

9.       NOTICE. All notices, demands, and communications of any kind which any
         party may require or desire to serve upon any other party under this
         Agreement shall be in writing and shall be served upon such other party
         and such other party's copied persons as specified below by personal
         delivery to the address set forth for it below or to such other address
         as such party shall have specified by notice to each other party or by
         mailing a copy thereof by certified or registered mail, or by Federal
         Express or any other reputable overnight courier service, postage
         prepaid, with return receipt requested, addressed to such party and
         copied persons at such addresses. In the case of service by personal
         delivery, it shall be deemed complete on the first business day after
         the date of actual delivery to such address. In case of service by mail
         or by overnight courier, it shall be deemed complete, whether or not
         received, on the third day after the date of mailing as shown by the
         registered or certified mail receipt or courier service

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         receipt. Notwithstanding the foregoing, notice to any party or copied
         person of change of address shall be deemed complete only upon actual
         receipt by an officer or agent of such party or copied person.

         If to Holdings or the Company, to it at:

                  Simmons Holdings, Inc.
                  Simmons Company
                  One Concourse Parkway, Suite 600
                  Atlanta, Georgia  30328
                  Attention: Zenon S. Nie

                  With a Copy to:

                  Jones, Day, Reavis & Pogue
                  Suite 3500
                  One SunTrust Plaza
                  Atlanta, Georgia  30308
                  Attention:  Lizanne Thomas

         If to Fenway, to it at:

                  Fenway Partners, Inc.
                  152 West 57th Street
                  New York, NY   10019
                  Attention:  Richard C. Dresdale

                  With a Copy to:

                  Ropes & Gray
                  One International Place
                  Boston, Massachusetts 02110
                  Attention:  Lauren I. Norton

10.      SEVERABILITY. If in any judicial or arbitral proceedings a court or
         arbitrator shall refuse to enforce any provision of this Agreement,
         then such unenforceable provision shall be deemed eliminated from this
         Agreement for the purpose of such proceedings to the extent necessary
         to permit the remaining provisions to be enforced. To the full extent,
         however, that the provisions of any applicable law may be waived, they
         are hereby waived to the end that this Agreement be deemed to be valid
         and binding agreement enforceable in accordance with its terms, and in
         the event that any provision hereof shall be found to be invalid or
         unenforceable, such provision shall be construed by

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         limiting it so as to be valid and enforceable to the maximum extent
         consistent with and possible under applicable law.

11.       DISCLAIMER AND LIMITATION OF LIABILITY.

         a.       Disclaimer. Fenway makes no representations or warranties,
                  express or implied, in respect of the services to be provided
                  by it hereunder.

         b.       Standard of Care. In no event shall Fenway be liable to
                  Holdings or the Company or any of its affiliates for any act,
                  alleged act, omission or alleged omission on the part of
                  Fenway that does not constitute gross negligence or willful
                  misconduct.

         c.       Freedom to Pursue Opportunities, Etc. In anticipation that
                  Holdings, the Company and Fenway (or one or more affiliates,
                  associated investment funds or portfolio companies, or clients
                  of Fenway) may engage in the same or similar activities or
                  lines of business and have an interest in the same areas of
                  corporate opportunities and in recognition of the difficulties
                  which may confront any advisor who desires and endeavors fully
                  to satisfy such advisor's duties in determining the full scope
                  of such duties in any particular situation, the provisions of
                  this clause (c) are set forth to regulate, define and guide
                  the conduct of certain affairs of Holdings and the Company as
                  they may involve Fenway. Except as Fenway may otherwise agree
                  in writing after the date hereof:

                  (i)      Fenway shall have the right to, and shall have no
                           duty (contractual or otherwise) not to, directly or
                           indirectly: (A) engage in the same or similar
                           business activities or lines of business as Holdings
                           or the Company, including those competing with
                           Holdings or the Company, and (B) do business with any
                           client or customer of Holdings or the Company;

                  (ii)     Neither Fenway nor any officer, director, employee,
                           partner, affiliate or associated entity thereof shall
                           be liable to Holdings or the Company or its
                           affiliates for breach of any duty (contractual or
                           otherwise) by reason of any such activities of or of
                           such person's participation therein; and

                  (iii)    In the event that Fenway acquires knowledge of a
                           potential transaction or matter that may be a
                           corporate opportunity for Holdings or the Company and
                           Fenway or any other person, Fenway shall have no duty
                           (contractual or otherwise) to communicate or present
                           such corporate opportunity to Holdings or the Company
                           and, notwithstanding any provision of this Agreement
                           to the contrary, shall not be liable to Holdings or
                           the

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                           Company or any of its affiliates for breach of any
                           duty (contractual or otherwise) by reason of the fact
                           that Fenway directly or indirectly pursues or
                           acquires such opportunity for itself, directs such
                           opportunity to another person, or does not present
                           such opportunity to Holdings or the Company.

         d.       Limitation of Liability. In no event will any party hereto be
                  liable to the other for any indirect, special, incidental or
                  consequential damages, including lost profits or savings,
                  whether or not such damages are foreseeable, or for any third
                  party claims (whether based in contract, tort or otherwise),
                  relating to the services to be provided by Fenway hereunder.

12.      COUNTERPARTS. This Agreement may be executed in any number of
         counterparts and by each of the parties hereto in separate
         counterparts, each of which when so executed shall be deemed to be an
         original and all of which together shall constitute one and the same
         agreement.


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                                                            [Advisory Agreement]

         IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed on its behalf as an instrument under seal as of the date first above
written by its officer or representative thereunto duly authorized.

HOLDINGS:                                SIMMONS HOLDINGS, INC.


                                         By /s/ Zenon S. Nie
                                            ------------------------------
                                          Title:  Chief Executive Officer

The Company:                             SIMMONS COMPANY


                                         By /s/ Zenon S. Nie
                                            ------------------------------
                                          Title:  Chief Executive Officer

FENWAY:                                  FENWAY PARTNERS, INC.


                                         By /s/ Gregory P. Meredith
                                            ------------------------------
                                          Title: Managing Director