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Exhibit 3.2.2

SPAN-AMERICA MEDICAL SYSTEMS, INC.
BOARD RESOLUTIONS BY UNANIMOUS WRITTEN CONSENT

AMENDING THE AMENDED & RESTATED BYLAWS

The undersigned, constituting all of the members of the board of directors
(the Board) of Span-America Medical Systems, Inc., a South Carolina
corporation (the Company) hereby adopt the following resolutions by unanimous
written consent, waiving any and all requirement of notice and a meeting, to be
effective as of November 7, 2003.

WHEREAS,the amendments to the Companys amended and restated bylaws (the
Bylaws) set forth below were proposed and discussed at the meeting of the
Board held at the Companys headquarters on October 30, 2003 at which all
members of the Board were present;

WHEREAS,the undersigned believe that it is in the best interest of the
Company and its shareholders to adopt the amendments to the Bylaws set forth
below;

NOW THEREFORE,be it resolved as follows:

I. Amendment to Section 3.2 of the Bylaws.

RESOLVED,that Section 3.2 of the Bylaws is hereby deleted and replaced in
its entirety with the following new Section 3.2:

Section 3.2 Number, Tenure and Qualifications.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Pursuant to the corporations articles of incorporation, the number
of directors of the corporation is nine and the directors are divided
into three classes, each of which contains three directors. At each
annual meeting of shareholders following the initial classification and
election of directors as set forth in the corporations articles of
incorporation, directors elected to succeed those directors whose terms
expire shall be elected for a term to expire at the third succeeding
annual meeting of shareholders after their election. No person shall be
elected to serve as a director for a term that will commence after such
persons 72nd birthday.
|
| | A director whose term expires shall continue to serve until his
successor shall have been elected and qualified. Directors need not be
residents of the state of South Carolina or shareholders of the
corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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II. Amendment to Section 3.11 of the Bylaws.

RESOLVED,that Section 3.11 of the Bylaws is hereby deleted and replaced
in its entirety with the following new Section 3.11:

Section 3.11 Vacancies.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | As provided in the articles of incorporation, in the event of a
vacancy on the board of directors (including a vacancy as the result of
the death, resignation or removal of a director), the remaining members
of the board of directors may elect an individual to fill such vacancy
who shall serve until the next succeeding annual meeting of shareholders.
At the annual meeting of shareholders next following such vacancy, a
successor shall be elected to serve the remaining term of office arising
out of such vacancy (or if none, for a new three year term).
|
| | If the directors remaining in office constitute fewer than a quorum
of the board of directors, such directors may fill the vacancy by the
affirmative vote of a majority of all the directors remaining in office.                                                                                                                                                                                                                                                                                                                                                         
|
| | A vacancy that will occur at a specific later date (by reason of a
resignation effective at a later date) may be filled before the vacancy
occurs but the new director may not take office until the vacancy occurs.                                                                                                                                                                                                                                                                                                                                                       

III. Amendment to Section 10.1 of the Bylaws.

RESOLVED,that the second paragraph of Section 10.1 of the Bylaws, (which
states, Notwithstanding the foregoing, no amendments may be made to the
corporations bylaws by the board of directors unless such amendments are
proposed at a meeting of the board of directors prior to the meeting at which
such amendments are adopted.) is hereby deleted in its entirety; and

IV. General.

RESOLVED, that the officers of the Company, be, and they hereby are, each
authorized, empowered and directed, on behalf of and in the name of the
Company, to do and perform all such acts and things, and to execute, deliver
and/or file all such instruments, agreements and other documents (including
without limitation any applications, forms, notices or other instruments
required to be filed by applicable law or rules with any governmental or
regulatory agency and any stock market, stock exchange or other self regulatory
organization on which the Companys securities are listed or proposed to be
listed) as they or such officer may deem necessary or desirable to carry into
effect the purposes and intent of the foregoing resolutions, and to perform all
acts necessary or advisable in order to perform the Companys obligations
under, and to consummate the transactions contemplated by, any such executed
document; and the execution and/or filing of each such instrument, agreement
and document shall constitute conclusive evidence of the Boards approval
thereof; and

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RESOLVED, that each act consistent with the purposes of these resolutions
performed prior to the execution of these resolutions by any officer of the
Company is hereby authorized, approved, affirmed and ratified in all respects.

These resolutions may be executed in multiple counterparts, each of which
shall constitute an original and each of which may bear the signature(s) of one
or more of the members of the Board, but which together shall constitute but a
single instrument.

IN WITNESS WHEREOF,all of the members of the Board have set their
signatures below.

THE BOARD OF DIRECTORS
SPAN-AMERICA MEDICAL SYSTEMS, INC.

|                           |  |                            
|-------------------------- |  | ---------------------------
|/s/ Richard C. Coggins     |  | /s/ Thomas D. Henrion      
|                           |  |                            
|Richard C. Coggins         |  | Thomas D. Henrion          
|                           |  |                            
|/s/ Robert H. Dick         |  | /s/ Douglas Kennemore      
|                           |  |                            
|Robert H. Dick             |  | Douglas Kennemore          
|                           |  |                            
|/s/ James D. Ferguson      |  | /s/ J. Ernest Lathem       
|                           |  |                            
|James D. Ferguson          |  | J. Ernest Lathem           
|                           |  |                            
|/s/ Thomas F. Grady, Jr.   |  | /s/ James M. Shoemaker, Jr.
|                           |  |                            
|Thomas F. Grady, Jr.       |  | James M. Shoemaker, Jr.    
|                           |  |                            
|/s/ Guy Guarch

Guy Guarch |  |                            

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