Sealy (ZZ) S-4 Registration of securities issued in business combination transactions

Exhibit 3.68

CERTIFICATE

OF

AMENDED ARTICLES OF INCORPORATION

OF

Sealy Mattress Company of Puerto Rico (formerly Ohio-Sealy Mattress Manufacturing Co.)

(Name of Corporation)

	¨	Chairman of the Board
Thomas L. Smudz, who is	¨	President	(check one),
	x	Vice President
and John D. Moran, who is	¨	Secretary	(check one)
	x	Assistant Secretary

of the above named Ohio corporation for profit with its principal location at Cleveland, Ohio do hereby certify that: (check the appropriate box and complete the appropriate statements)

¨ a meeting of the shareholders was duly called and held on             , 19    , at which meeting a quorum of the shareholders was present in person or by proxy, and by the affirmative vote of the holders of shares entitling them to exercise     % of the voting power of the corporation,

x in a writing signed by all of the shareholders who would be entitled to a notice of a meeting held for that purpose,

the following Amended Articles of Incorporation were adopted to supersede and take the place of the existing Articles and all amendments thereto:

AMENDED ARTICLES OF INCORPORATION

FIRST: The name of the corporation is Sealy Mattress Company of Puerto Rico

SECOND: The place in the State of Ohio where its principal office is located is the City of Cleveland, Cuyahoga County.

THIRD: The purposes of the corporation are as follows:

To engage in any lawful act or activity for which a corporation may be formed in Ohio.

FOURTH: The number of shares which the corporation is authorized to have outstanding is 1,000 shares of common stock with a par value of $1.00 per share.

FIFTH: These amended articles of incorporation take the place of and supersede the existing articles of incorporation as heretofore amended.

IN WITNESS WHEREOF, the above named officers, acting for and on behalf of the corporation, have subscribed their names this 28^th day of January, 1988.

    /s/ Thomas L. Smudz

  (Chairman, President or Vice President)

    /s/ John D. Moran

  (Secretary or Assistant Secretary)

NOTE: Ohio law does not permit one officer to sign in two capacities. Two separate signatures are required, even if this ecessitates the election of a second officer before the filing can be made.