<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A

                                 Amendment No. 1

             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 29, 2003


         Commission file number   333-76723
                                  ---------

                                 SIMMONS COMPANY
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              Delaware                                   06-1007444
 -----------------------------------       ------------------------------------
   (State or other jurisdiction of         (I.R.S. Employer Identification No.)
   incorporation or organization)

One Concourse Parkway, Suite 800, Atlanta, Georgia            30328-6188
--------------------------------------------------   --------------------------
    (Address of principal executive offices)                  (Zip Code)

   Registrant's telephone number, including area code     (770) 512-7700
                                                       ------------------------

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [ X ] Yes [ ] No

         Indicate by check mark whether the Registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2). [ ] Yes [ X ] No

         The number of shares of the registrant's common stock outstanding as of
May 22, 2003 was 31,964,452.


<PAGE>



EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A to Form 10-Q for the quarterly period ended
March 29, 2003 has been prepared to correct typographical errors in the
Condensed Consolidated Statements of Operations to the Unaudited Consolidated
Financial Statements included in Part I, Item 1, Financial Statements. These
typographical errors resulted in the incorrect reporting of operating income and
income before income taxes. Operating income should be $20,784,000 rather than
$20,684,000 as previously reported. Income before income taxes should be
$13,617,000 rather than $13,117,000 as previously reported. These amended items
had no effect on any part of the Financial Statements included in Part I, Item
1, other than the Condensed Consolidated Statements of Operations. No other part
of the registrant's Form 10-Q for the quarterly period ended March 29, 2003 as
previously filed is affected by this amendment.


<PAGE>




PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                        Simmons Company and Subsidiaries
                 Condensed Consolidated Statements of Operations
                                 (in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                Quarter Ended
                                                           ---------------------
                                                           March 29,    March 30,
                                                             2003         2002
                                                           --------     --------
                                                                      (Restated)*
<S>                                                        <C>          <C>
Net sales                                                  $186,615     $186,807
Cost of products sold                                        98,233       96,742
                                                           --------     --------
       Gross profit                                          88,382       90,065
                                                           --------     --------
Operating expenses:
     Selling, general and administrative expenses            65,924       69,283
     Non-cash variable stock compensation expense               830        3,127
     Amortization of intangibles                                 72          752
     Other                                                      772         --
                                                           --------     --------
                                                             67,598       73,162
                                                           --------     --------
       Operating income                                      20,784       16,903

     Interest expense, net                                    6,291        7,259
     Other expense, net                                         876          294
                                                           --------     --------
       Income before income taxes                            13,617        9,350
Income tax expense                                            5,309        3,636
                                                           --------     --------
       Net income                                             8,308        5,714
Other comprehensive income:
     Foreign currency translation adjustment                     91           15
                                                           --------     --------
       Comprehensive income                                $  8,399     $  5,729
                                                           ========     ========
</TABLE>



* Restatement for the acquisition of an entity under common control.

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.


<PAGE>

                        Simmons Company and Subsidiaries
                      Condensed Consolidated Balance Sheets
                                 (in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                            March 29,      December 28,
                                                              2003            2002*
                                                          ------------     ------------
                                                                            (Restated)
<S>                                                       <C>              <C>
ASSETS
Current assets:
     Cash and cash equivalents                            $      1,773     $      7,108
     Accounts receivable, less allowances for
         doubtful receivables, discounts, returns and
         allowances of $5,925 and $5,245                        72,256           67,192
     Inventories                                                23,431           21,049
     Deferred income taxes                                       3,342            3,342
     Other current assets                                       24,044           20,781
     Assets held for sale                                       37,677           36,540
                                                          ------------     ------------
        Total current assets                                   162,523          156,012
                                                          ------------     ------------

Property, plant and equipment, net                              34,550           37,673
Goodwill, net                                                  165,519          165,519
Intangible assets, net                                           6,819            6,711
Deferred income taxes                                           21,372           24,505
Other assets                                                    16,464           16,677
                                                          ------------     ------------
                                                          $    407,247     $    407,097
                                                          ============     ============
</TABLE>

*Derived from the Company's 2002 audited Consolidated Financial Statements and
restatement for the acquisition of an entity under common control (Note 2).

   The accompanying notes are an integral part of these condensed consolidated
                             financial statements.


<PAGE>

                        Simmons Company and Subsidiaries
                      Condensed Consolidated Balance Sheets
                                 (in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                           March 29,      December 28,
                                                             2003             2002*
                                                         ------------     ------------
                                                                           (Restated)
<S>                                                      <C>              <C>
LIABILITIES AND STOCKHOLDER'S DEFICIT
Current liabilities:
         Current maturities of long-term debt            $        464     $     19,039
         Accounts payable                                      34,517           38,711
         Accrued wages and benefits                            13,129           18,051
         Accrued advertising and incentives                    17,519           18,310
         Accrued interest                                       1,631            5,084
         Other accrued expenses                                10,928           12,046
         Liabilities held for sale                             14,020           12,828
                                                         ------------     ------------
           Total current liabilities                           92,208          124,069
                                                         ------------     ------------

Non-current liabilities:
         Long-term debt                                       268,012          249,401
         Accrued stock compensation                            27,607           26,778
         Other                                                 12,966           14,660
                                                         ------------     ------------
           Total liabilities                                  400,793          414,908
                                                         ------------     ------------

Commitments and contingencies
Redemption obligation-ESOP                                    60,802           61,218

Common stockholder's deficit:
         Common stock, $.01 par value; 50,000 shares
          authorized; 31,964 issued and outstanding               320              320
         Additional paid-in capital                             6,282                -
         Accumulated deficit                                  (60,897)         (69,205)
         Accumulated other comprehensive loss                     (53)            (144)
                                                         ------------     ------------
           Total common stockholder's deficit                 (54,348)         (69,029)
                                                         ------------     ------------
                                                         $    407,247     $    407,097
                                                         ============     ============
</TABLE>

*Derived from the Company's 2002 audited Consolidated Financial Statements and
restatement for the acquisition of an entity under common control (Note 2).

   The accompanying notes are an integral part of these condensed consolidated
                             financial statements.


<PAGE>

                        Simmons Company and Subsidiaries
                 Condensed Consolidated Statements of Cash Flows
                                 (in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                              Quarter Ended
                                                                      -----------------------------
                                                                        March 29,        March 30,
                                                                          2003             2002
                                                                      ------------     ------------
                                                                                        (Restated)
<S>                                                                   <C>              <C>
Cash flows from operating activities:
Net income                                                            $      8,308     $      5,714
Adjustments to reconcile net income to net cash
     provided by operating activities:
          Depreciation and amortization                                      5,740            5,146
          Provision for bad debts                                              918            1,215
          Provision for deferred income taxes                                3,134            3,779
          Non-cash interest expense                                            584              705
          Non-cash variable stock option compensation expense                  830            3,127
          Other, net                                                          (250)               -
Net changes in operating assets and liabilities:
          Accounts receivable                                               (6,759)         (12,291)
          Inventories                                                       (2,934)           2,592
          Other current assets                                              (4,785)          (3,903)
          Accounts payable                                                  (6,504)           2,785
          Accrued liabilities                                               (8,556)           1,805
          Other, net                                                            74            3,042
                                                                      ------------     ------------
          Net cash provided by (used in) operating activities              (10,200)          13,716
                                                                      ------------     ------------

Cash flows from investing activities:
          Purchases of property, plant and equipment                          (442)            (605)
          Proceeds from disposals of property, plant and
              equipment, net                                                    14              210
          Acquisition and development of intellectual property                (125)          (3,014)
                                                                      ------------     ------------
Net cash used in investing activities                                         (553)          (3,409)
                                                                      ------------     ------------

Cash flows from financing activities:
          Repurchase of SC Holdings, Inc. minority interest                    (25)               -
          Distributions to Simmons Holdings                                 (2,025)          (2,250)
          Repayment of SC Holdings, Inc. debt to stockholder                  (628)               -
          Payments of SC Holdings, Inc. bank debt                          (18,000)          (1,250)
          Proceeds from (payments of) Senior Credit Facility, net           26,200           (7,850)
          Payments of other long-term debt                                    (195)            (166)
                                                                      ------------     ------------
          Net cash provided by (used in) financing activities                5,327          (11,516)
                                                                      ------------     ------------

Net effect of exchange rate changes on cash                                     91               15
                                                                      ------------     ------------

Change in cash and cash equivalents                                         (5,335)          (1,194)
Cash and cash equivalents, beginning of period                               7,108            3,264
                                                                      ------------     ------------
Cash and cash equivalents, end of period                              $      1,773     $      2,070
                                                                      ============     ============
</TABLE>

   The accompanying notes are an integral part of these condensed consolidated
                             financial statements.


<PAGE>

                        Simmons Company and Subsidiaries
           Consolidated Statements of Changes in Stockholder's Deficit
                      (in thousands, except share amounts)

<TABLE>
<CAPTION>
                                                                                             Accumulated
                                                                 Additional                     Other          Total
                                       Common        Common       Paid-In      Accumulated  Comprehensive  Stockholder's
                                       Shares        Stock        Capital        Deficit    (Loss) Income     Deficit
                                    ------------  ------------  ------------  ------------  -------------  -------------
<S>                                 <C>           <C>           <C>           <C>           <C>            <C>
Balance at December 29, 2001          31,964,452  $        320  $     16,919  $    (66,467) $        (125) $     (49,353)
   Net income                                  -             -             -         1,570              -          1,570
   Other comprehensive loss:
        Change in foreign currency
             translation                       -             -             -             -            (19)           (19)
                                                                              ------------  -------------  -------------
   Comprehensive income                        -             -             -         1,570            (19)         1,551
   Increase in redemption
        obligation - ESOP based on
        fair market value                      -             -       (13,324)       (3,815)             -        (17,139)
   Distributions to Holdings                   -             -        (3,595)         (493)             -         (4,088)
                                    ------------  ------------  ------------  ------------  -------------  -------------

Balance at December 28, 2002          31,964,452           320             -       (69,205)          (144)       (69,029)
   Net income                                  -             -             -         8,308              -          8,308
   Other comprehensive income:
        Change in foreign currency
             translation                       -             -             -             -             91             91
                                                                              ------------  -------------  -------------
   Comprehensive income                        -             -             -         8,308             91          8,399
   Contribution of stockholder's
        debt to SC Holdings, Inc.              -             -         7,916             -              -          7,916
    Acquisition of SC Holdings,
        Inc. minority interest                 -             -           (25)            -              -            (25)
    Decrease in redemption
        obligation - ESOP based on
        fair market value                      -             -           416             -              -            416
    Distributions to Holdings                  -             -        (2,025)            -              -         (2,025)
                                    ------------  ------------  ------------  ------------  -------------  -------------
 Balance at March 29, 2003
    (unaudited)                       31,964,452  $        320  $      6,282  $    (60,897) $         (53) $     (54,348)
                                    ============  ============  ============  ============  =============  =============
</TABLE>

        The accompanying notes are an integral part of these consolidated
                              financial statements.


<PAGE>

                        Simmons Company and Subsidiaries
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

1.       Basis of Presentation

         For purposes of this report the "Company" refers to Simmons Company and
its subsidiaries, collectively. The Condensed Consolidated Financial Statements
of the Company have been prepared in accordance with generally accepted
accounting principles for interim financial information and the rules and
regulations of the Securities and Exchange Commission (the "Commission"). The
accompanying unaudited condensed consolidated financial statements contain all
adjustments, which, in the opinion of management, are necessary to present
fairly the financial position of the Company as of March 29, 2003, and its
results of operations and cash flows for the periods presented herein. All
adjustments in the periods presented herein are normal and recurring in nature
unless otherwise disclosed. These unaudited condensed consolidated financial
statements should be read in conjunction with the Company's Annual Report on
Form 10-K for the year ended December 28, 2002. Operating results for the period
ended March 29, 2003 are not necessarily indicative of future results that may
be expected for the fiscal year ending December 27, 2003.

2.       Business Combination

         On February 28, 2003, the Company acquired the assets of SC Holdings,
Inc. ("Sleep Country") from an affiliate of Fenway Partners, Inc. ("Fenway") for
approximately $18.4 million, plus additional contingent consideration based upon
future performance. Sleep Country is a leading mattress retailer in the Pacific
Northwest which operates 48 stores under the Sleep Country USA and Mattress
Gallery names. This acquisition was financed from borrowings under the Company's
Senior Credit Facility. Sleep Country used the proceeds received to repay bank
debt of $17.8 million plus $0.1 million of interest and Fenway debt of
$0.6 million.

         Because the Company and Sleep Country were controlled by affiliates of
Fenway, at the time of the acquisition the Company is required to account for
the acquisition as a transfer of assets within a group under common control.
Under this accounting methodology, the Company and Sleep Country are treated as
if they had been combined for accounting and financial reporting purposes for
the periods in which both entities were controlled by Fenway (from March 1,
2000). As a result, the Company's consolidated financial statements have been
restated for all periods prior to the business combination to reflect the
combined results of the Company and Sleep Country as of the beginning of the
earliest period presented. In addition to combining the separate historical
results of the Company and Sleep Country, the consolidated financial statements
include all adjustments necessary to conform accounting methods and
presentation, to the extent they were different, and to eliminate significant
intercompany transactions.

         In the next 90 days, the Company intends to file under Form 8-K a
revised Annual Report on Form 10-K for the year ended December 28, 2002 to
restate fiscal years 2000, 2001 and 2002 to reflect the combined results of the
Company and Sleep Country.


<PAGE>

         Selected combining financial data for the three months ended March 29,
2003 and March 30, 2002 are as follows:

<TABLE>
<CAPTION>
                                March 29, 2003
-----------------------------------------------------------------------------
                       Simmons
(in thousands)         Company     Sleep Country    Adjustments     Combined
                    ------------   -------------   ------------   ------------
<S>                 <C>            <C>             <C>            <C>
Net sales           $    176,295   $      13,972   $     (3,652)  $    186,615
Net income (loss)          8,430            (119)            (3)         8,308
</TABLE>

<TABLE>
<CAPTION>
                                March 30, 2003
-----------------------------------------------------------------------------
                       Simmons
(in thousands)         Company     Sleep Country    Adjustments     Combined
                    ------------   -------------   ------------   ------------
<S>                 <C>            <C>             <C>            <C>
Net sales           $    177,247   $      12,197   $     (2,637)  $    186,807
Net income (loss)          5,688             (17)            43          5,714
</TABLE>

3.       Assets/Liabilities Held For Sale

         In April 2003, the Company's management and its Board, continuing its
strategy to focus on the wholesale bedding business, determined that pursuing a
planned sale of the Company's retail operations in one or more transactions in
2003 was in its best interest. However, no assurances can be given that a
proposed transaction or transactions will be completed or will be completed on
terms favorable to the Company.

         In accordance with the provisions of Statement of Financial Accounting
Standard ("SFAS") No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, the Company has reflected assets and liabilities for its
retail segment as held for sale in the balance sheet.


<PAGE>

         The components of the assets and liabilities held for sale as of March
29, 2003 are as follows (amounts in thousands):

<TABLE>
<CAPTION>
<S>                                     <C>
     Assets Held for Sale
Accounts receivable, net                    2,099
Inventories                                 5,248
Other current assets                        1,126
Property, plant and equipment, net          5,371
Goodwill, net                              22,383
Intangible assets, net                        477
Other assets                                  973
                                        ---------
   Total assets held for sale           $  37,677
                                        =========

     Liabilities Held for Sale
Accounts payable                        $   2,834
Other current liabilities                   5,054
Other long-term liabilities                 6,132
                                        ---------
   Total liabilities held for sale      $  14,020
                                        =========
</TABLE>

         In the fourth quarter of 2002, Sleep Country recognized a goodwill
impairment of $20.3 million. The review of the goodwill for impairment was
necessary due to the continued weakness in the retail economy and the failure of
Sleep Country to reach the sales and profit levels included in its original
impairment test as of January 1, 2002.


4.       Inventories

         A summary of inventories, exclusive of inventories included in assets
held for sale, follows (amounts in thousands):

<TABLE>
<CAPTION>
                    March 29,   December 28,
                      2003          2002
                   ----------   ------------
<S>                <C>          <C>
Raw materials      $   12,534   $     11,198
Work in progress        1,194          1,240
Finished goods          9,703          8,611
                   ----------   ------------
                   $   23,431   $     21,049
                   ==========   ============
</TABLE>

<PAGE>

5.       Warranty

         The Company's warranty policy provides a 10-year non-prorated warranty
service period on all first quality products, except for certain products for
the hospitality industry which have varying non-prorated warranty periods
generally ranging from five to ten years. The Company's policy is to accrue the
estimated costs of warranty coverage at the time the sale is recorded. Accrued
warranties totaled $3.6 million and $3.4 million, respectively, as of March 29,
2003 and December 28, 2002. The following table presents a reconciliation of the
Company's warranty liability at March 29, 2003 (amounts in thousands):

<TABLE>
<CAPTION>
                               Dollar Amount of
                                  Liability
                               ----------------
<S>                            <C>
Balance at December 28, 2002      $   3,434
2003 warranty provisions              1,048
2003 warranty settlements              (865)
                                  ---------
Balance at March 29, 2003         $   3,617
                                  =========
</TABLE>

6.       Long-Term Debt

         A summary of long-term debt follows (amounts in thousands):

<TABLE>
<CAPTION>
                                                  March 29,       December 28,
                                                    2003              2002
                                                ------------      ------------
<S>                                             <C>               <C>
Senior Credit Facility:
     Revolving Loan Facility                    $     26,200      $          -
     Tranche A Term Loan                              14,500            14,500
     Tranche B Term Loan                              42,505            42,505
     Tranche C Term Loan                              19,006            19,006
                                                ------------      ------------
         Total Senior Credit Facility                102,211            76,011
SC Holdings, Inc. Bank Debt                                -            18,000
Industrial Revenue Bonds, 7.00%, due 2017              9,700             9,700
Industrial Revenue Bonds, 3.27%, due 2016              4,200             4,200
Banco Santander Loan, 3.77%                            2,276             2,329
10.25% Series Subordinated Notes due 2009            150,000           150,000
SC Holdings, Inc. Stockholder Debt                         -             8,065
Other, including capital lease obligations                89               135
                                                ------------      ------------
                                                     268,476           268,440
Less current portion                                    (464)          (19,039)
                                                ------------      ------------
                                                $    268,012      $    249,401
                                                ============      ============
</TABLE>

         The 10.25% Series B Senior Subordinated Notes ("New Notes") bear
interest at the rate of 10.25% per annum and are payable semi-annually in
arrears in cash on March 15 and September 15. The New Notes are subordinated in
right of payment to all existing and future senior indebtedness of the Company.


<PAGE>

         The New Notes are redeemable at the option of the Company on or after
March 15, 2004 at prices decreasing from 105.125% of the principal amount
thereof to par on March 15, 2007 and thereafter. The Company is required to
redeem the outstanding notes based upon certain events as described in the
indenture for the New Notes.

         The indenture for the New Notes requires the Company and its
subsidiaries to comply with certain restrictive covenants, including a
restriction on dividends and limitations on the incurrence of indebtedness,
certain payments and distributions, and sales of the Company's assets and stock.

         The New Notes are fully and unconditionally guaranteed on an unsecured,
senior subordinated basis by all of our active domestic subsidiaries. Exclusive
of the allocation of the debt and related interest of the Company, the total net
sales, total assets, cash used in operations, income before income taxes, and
stockholder's equity of the three active non-guarantor international
subsidiaries combined was $2.1 million, $7.7 million, $(1.1) million,
$0.0 million, and $6.6 million, respectively, as of and for the quarter ended
March 29, 2003.

         The Senior Credit Facility, as amended, provided for loans of up to
$136.0 million, consisting of a Term Loan Facility of $76.0 million and a
Revolving Loan Facility of $60.0 million. Our indebtedness under the Senior
Credit Facility bears interest at a floating rate, is guaranteed by Simmons
Holdings, Inc., the Company's parent company ("Simmons Holdings"), and all of
the Company's active domestic subsidiaries, and is collateralized by
substantially all of the Company's assets.

         Borrowings under the Senior Credit Facility bear interest at our choice
of LIBOR or Prime plus the following applicable interest rate margins as
follows:

<TABLE>
<CAPTION>
                                  LIBOR       Prime
                                  -----       -----
<S>                               <C>         <C>
Revolving Loan Facility           2.00%       1.00%
Tranche A Term Loan               2.00%       1.00%
Tranche B Term Loan               3.25%       2.25%
Tranche C Term Loan               3.50%       2.50%
</TABLE>

         The weighted average interest rates per annum in effect as of March 29,
2003 for the Revolving Loan Facility, Tranche A term, Tranche B term and Tranche
C term loans were 3.84%, 3.42%, 4.69% and 5.00%, respectively.

         The Company is exposed to market risk from changes in interest rates.
In order to address this risk, the Company has developed and implemented a
policy to utilize six-month LIBOR contracts to minimize the impact of near term
LIBOR base rate increases. On November 27, 2002 the Company elected to set its
interest rate at the six-month LIBOR rate for approximately $40.0 million of the
Term Loan Facility, which fixed the LIBOR base rate at 1.50% through May 22,
2003 for approximately 37% of floating rate debt outstanding as of March 29,
2003.

<PAGE>

         As of March 29, 2003, the Company had availability to borrow $28.4
million under the Revolving Credit Facility after giving effect to $26.2 million
in borrowings and $5.4 million reserved for the Company's reimbursement
obligations with respect to outstanding letters of credit. The remaining
availability under the Revolving Credit Facility may be utilized to meet the
Company's current working capital requirements, including issuance of stand-by
and trade letters of credit. The Company also may utilize the remaining
availability under the Revolving Credit Facility to fund distributions to
Simmons Holdings, acquisitions and capital expenditures.

         The Senior Credit Facility requires the Company to maintain certain
financial ratios including fixed-charge, cash interest coverage and leverage
ratios. The Senior Credit Facility also contains covenants which, among other
things, limit capital expenditures, the incurrence of additional indebtedness,
investments, dividends, transactions with affiliates, asset sales, mergers and
consolidations, prepayments of other indebtedness, liens and encumbrances and
other matters customarily restricted in such agreements. As of March 29, 2003,
the Company was in compliance with all of its financial covenants.

         The Revolving Credit Facility expires on October 29, 2004. The Company
expects that it will have the ability to renew the existing facility or have the
ability to find new financing with comparable terms prior to expiration. If the
Company is unable to renew its existing arrangement or obtain new financing,
this could have an adverse affect on the Company's ability to fund operations.

7.       Segment Information

         SFAS No. 131, Disclosure about Segments of an Enterprise and Related
Information, established standards for reporting information about operating
segments in financial statements. Operating segments are defined as components
of an enterprise engaging in business activities about which separate financial
information is available that is evaluated regularly by the chief operating
decision maker or group in deciding how to allocate resources and in assessing
performance. The Company operates in two business segments, (1) wholesale
bedding and (2) retail bedding. The wholesale bedding segment consists of the
manufacture, sale and distribution of premium branded bedding products, as well
as the licensing of intellectual property to other manufacturers. The retail
bedding segment operates specialty sleep stores in California, Washington and
Oregon, that sell to consumers principally premium branded bedding products.

         The Company intends to sell its retail bedding segment in 2003 and has
classified the assets and liabilities for this segment as held for sale in the
accompanying balance sheets (see footnote 3 for further explanation).

<PAGE>

         The Company evaluates performance and allocates resources based on net
sales, operating income and earnings before income taxes, depreciation and
amortization. The accounting policies of the reportable segments are the same as
those described in the summary of significant accounting policies as reported in
the Company's Annual Report on Form 10-K for the year ended December 28, 2002.
Wholesale bedding sales to the retail bedding segment are recorded at market
value, but are eliminated upon consolidation. The following table summarizes
segment information:

<TABLE>
<CAPTION>
                                                     March 29, 2003
---------------------------------------------------------------------------------------------------------
                                            Wholesale
(in thousands)                               Bedding           Retail        Eliminations        Totals
---------------------------------------------------------------------------------------------------------
<S>                                        <C>              <C>              <C>              <C>
Net sales                                  $   172,143      $    22,261      $    (7,789)     $   186,615
Operating income (loss)                         20,754              219             (189)          20,784
Income (loss) before income taxes               14,918           (1,112)            (189)          13,617
Depreciation and amortization expense            5,305              435                -            5,740
Segment assets                                 412,973           40,441          (46,167)         407,247
Expenditures for long-lived assets                 307              135                -              442
</TABLE>

<TABLE>
<CAPTION>
                                                     March 30, 2002
---------------------------------------------------------------------------------------------------------
                                            Wholesale
(in thousands)                               Bedding           Retail        Eliminations        Totals
---------------------------------------------------------------------------------------------------------
<S>                                        <C>              <C>              <C>              <C>
Net sales                                  $   172,991      $    17,105      $    (3,289)     $   186,807
Operating income (loss)                         17,524             (416)            (205)          16,903
Income (loss) before income taxes               10,465             (870)            (245)           9,350
Depreciation and amortization expense            4,802              344                -            5,146
Segment assets                                 399,433           56,997          (24,084)         432,346
Expenditures for long-lived assets                 282              323                -              605
</TABLE>

         In the "Eliminations" column of each period presented above, the
segment assets consists primarily of investments in subsidiaries, receivables
and payables, and gross wholesale bedding profit in ending retail inventory. The
segment operating loss elimination consists of the removal of the wholesale
bedding profit in ending retail inventory.

8.       Contingencies

         On or about December 11, 2001, FDL, Inc. ("FDL") filed a complaint,
which has been amended twice since the original filing, against the Company in
the United States District Court for the Southern District of Indiana. FDL
alleges that the Company licensed trademark rights to FDL that the Company
licensed to another licensee under a separate agreement, and based on that
allegation, purports to assert claims for fraud, breach of contract, false
representation, and for declarations that the license agreement between FDL and
the Company is terminated and/or rescinded and that FDL is entitled to use the
trademarks at issue in connection with certain products. The Company denied the
material allegations of the amended complaint and asserted counterclaims against
FDL, alleging that FDL has breached its contract with the Company by failing to
pay overdue royalties under the license agreement, refusing to permit the
Company to conduct audits and inspections of FDL's books and records, and
selling products bearing the


<PAGE>

Company's trademarks outside the geographic territory permitted in the license
agreement between FDL and the Company. FDL also has asserted claims against
United Sleep Products Denver, Inc. ("United Sleep"), a licensee of the Company,
alleging that United Sleep tortiously interfered with FDL's business
relationship with the Company; infringed and diluted the Company's trademarks;
engaged in unfair competition; and violated the provisions of the Lanham Act.
The Company has entered into an agreement with United Sleep, under which the
Company has assumed the defense of United Sleep in the action and agreed to
indemnify it with respect to the claims FDL presently has asserted against it.
The case presently is set for trial on November 3, 2003. The Company intends to
vigorously defend this lawsuit.

         From time to time, we have been involved in various legal proceedings.
We believe that all current litigation is routine in nature and incidental to
the conduct of our business, and that none of this litigation, if determined
adversely to us, would have a material adverse effect on our financial condition
or results of our operations.

         At March 29, 2003, Simmons Holdings had $21.0 million of outstanding
Junior Subordinated PIK Notes payable to an affiliate of Fenway, which bear
interest at 17.5% per annum and are due on October 29, 2011. Simmons Holdings is
unable to repay the debt without receiving dividends from the Company. The
Company's indenture for the New Notes and Senior Credit Facility restrict the
payment of dividends by the Company to Simmons Holdings.

9.       Accounting Pronouncements

         In June 2002, the FASB issued SFAS No. 146, Accounting for Exit or
Disposal Activities ("SFAS 146"). SFAS 146 addresses the recognition,
measurement, and reporting of costs that are associated with exit and disposal
activities, including costs related to terminating a contract that is not a
capital lease and termination benefits that employees who are involuntarily
terminated receive under the terms of a one-time benefit arrangement that is not
an ongoing benefit arrangement or an individual deferred-compensation contract.
SFAS 146 supersedes EITF Issue No. 94-3, Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including
Certain Costs Incurred in a Restructuring), and requires liabilities associated
with exit and disposal activities to be expensed as incurred. SFAS 146 is
effective for exit or disposal activities of the Company that are initiated
after December 31, 2002. The adoption of SFAS 146 did not have a material impact
on the Company's financial position or results of operations.

         In November 2002, the FASB issued FASB Interpretation No. 45,
Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others ("FIN 45"), an interpretation of
SFAS Nos. 5, 57, and 107 and rescission of FASB Interpretation No. 34. FIN 45
clarifies the requirements of SFAS No. 5, Accounting for Contingencies ("SFAS
5"), relating to the guarantor's accounting for, and disclosure of, the issuance
of certain types of guarantees. FIN 45 requires that upon issuance of a
guarantee, the entity (i.e., the guarantor) must recognize a liability for the
fair value of the obligation it assumes under that guarantee. The FASB believes
that, in current practice, many entities might not be recognizing that
liability, believing that US GAAP does not require recognition, particularly

<PAGE>

when the entity does not receive separately identifiable consideration (i.e., a
premium) for issuing the guarantee. Many guarantees are embedded in purchase or
sales agreements, service contracts, joint venture agreements, or other
commercial agreements and the guarantor in many such arrangements does not
receive a separately identifiable upfront payment for issuing the guarantee. FIN
45 is intended to improve the comparability of financial reporting by requiring
identical accounting for guarantees issued with a separately identified premium
and guarantees issued without a separately identified premium. FIN 45's
provisions for initial recognition and measurement should be applied on a
prospective basis to guarantees issued or modified after December 31, 2002,
irrespective of the guarantor's fiscal year end. The guarantor's previous
accounting for guarantees that were issued before December 31, 2002 cannot be
revised or restated to reflect the effect of the recognition and measurement
provisions of FIN 45. The adoption of FIN 45 did not have a material impact on
the Company's financial position or results of operations.

         In December 2002, the FASB issued SFAS No. 148, Stock-Based
Compensation - Transition and Disclosure ("SFAS 148"), an amendment to SFAS No.
123, Accounting for Stock-Based Compensation ("SFAS 123"). The transition
guidance and annual disclosure provisions are effective for the Company's 2002
financial statements and the interim disclosure provisions were effective for
interim periods beginning with the Company's first quarter 2003. This statement
provides alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation. In
addition, SFAS 148 amends the disclosure requirements of SFAS 123 to require
more prominent disclosures in both annual and interim financial statements
regarding the method of accounting for stock-based employee compensation and the
effect of the method used on reported results. The Company records estimated
compensation expense over the service period based upon the intrinsic value of
the options as they are earned by the employees and records additional
adjustments to non-cash variable stock compensation expense for changes in the
intrinsic value of vested options in a manner similar to a stock appreciation
right. Therefore, adoption of this pronouncement did not have a material impact
on the consolidated financial statements.

         In January 2003, the FASB issued FASB Interpretation No. 46,
Consolidation of Variable Interest Entities ("FIN 46"), principally to provide
guidance on the identification of entities for which control is achieved through
means other than through voting rights ("variable interest entities" or "VIEs")
and how to determine when and which business enterprise should consolidate the
VIE (the "primary beneficiary"). This new model for consolidation applies to an
entity which either (1) the equity investors (if any) do not have a controlling
financial interest or (2) the equity investment at risk is insufficient to
finance that entity's activities without receiving additional subordinated
financial support from other parties. In addition, FIN 46 requires that both the
primary beneficiary and all other enterprises with a significant variable
interest in a VIE make additional disclosures. FIN 46 is effective for the
Company's first quarter 2003 with transitional disclosure required with these
financial statements. The adoption of FIN 46 did not have a material impact on
the Company's financial position or results of operations.

<PAGE>



                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, Simmons Company has duly caused this report to be signed on its behalf by
the undersigned thereto duly authorized.

                                 SIMMONS COMPANY

By:                      /s/ William S. Creekmuir
              ------------------------------------------------
                              William S. Creekmuir
              Executive Vice President & Chief Financial Officer

Date:         May 22, 2003





<PAGE>

                     CERTIFICATE OF CHIEF EXECUTIVE OFFICER
                     --------------------------------------

I, the Chief Executive Officer of Simmons Company (the "registrant"), certify
that:

1. I have reviewed this quarterly report on Form 10-Q/A (Amendment No. 1) of the
registrant;

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

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         (a)      designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this quarterly report is being prepared;

         (b)      evaluated the effectiveness of the registrant's disclosures
                  controls and procedures as of a date within 90 days prior to
                  the filing of this quarterly report (the "Evaluation Date");
                  and

         (c)      presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date.

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
the registrant's board of directors (or persons performing the equivalent
functions):

         (a)      all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

         (b)      any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

         Dated this 22nd day of May 2003.

                                        /s/ Charles R. Eitel

                                       -----------------------------------------
                                       Charles R. Eitel, Chief Executive Officer

<PAGE>

                     CERTIFICATE OF CHIEF FINANCIAL OFFICER
                     --------------------------------------

I, the Chief Financial Officer of Simmons Company (the "registrant"), certify
that:

1. I have reviewed this quarterly report on Form 10-Q/A (Amendment No. 1) of the
registrant;

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

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         (a)      designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this quarterly report is being prepared;

         (b)      evaluated the effectiveness of the registrant's disclosures
                  controls and procedures as of a date within 90 days prior to
                  the filing of this quarterly report (the "Evaluation Date");
                  and

         (c)      presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date.

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
the registrant's board of directors (or persons performing the equivalent
functions):

         (a)      all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

         (b)      any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

         Dated this 22nd day of May 2003


                              /s/ William S. Creekmuir

                              ---------------------------------------------
                              William S. Creekmuir, Chief Financial Officer