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                                                                     EXHIBIT 3.5

                            ARTICLES OF INCORPORATION

                                       OF

                           PALM BEACH BEDDING COMPANY


                  We, the undersigned, hereby associate ourselves together for
the purpose of becoming a corporation under the laws of the State of Florida, by
and under the provisions of the statutes of the State providing for the
formation, liability, rights, privileges and immunities of a corporation for
profit.

                                   ARTICLE I.

                                 Corporate Name.

                  The name of this corporation is PALM BEACH BEDDING COMPANY
(hereinafter referred to as the "corporation").

                                   ARTICLE II.

                               Nature of Business.

                  The general nature of the business and objects and purposes
proposed to be transacted, promoted or carried on are to do any and all of the
things hereinafter mentioned, as fully and to the same extent as natural persons
might or could do, viz:

                  A. To engage in the business of the manufacture and sale of
all types of bedding for wholesale and retail consumption; to purchase and
manufacture all necessary items of equipment pertinent for the construction of
all types of bedding and mattresses; to manufacture and purchase any and all raw
materials necessary for the manufacture of such bedding and mattresses; to
engage in the purchase, sale and manufacture of cotton felt batts; to

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engage in the manufacture, sale and purchase of cotton felt; to buy, sell,
lease, mortgage and any all equipment necessary for the accomplishment of the
manufacture of such cotton felt.

                  1. To buy, sell, manufacture, repair, alter and exchange, let
or hire, export and deal in all kinds of articles and things which may be
required for the purposes of any of the said businesses, or commonly supplied or
dealt in by persons engaged in any such businesses, or which may seem capable of
being profitably dealt with in connection with any of the said businesses.

                  2. To guarantee, to acquire by purchase, subscription or
otherwise, hold for investment, or otherwise, sell, assign, transfer, mortgage,
pledge or otherwise dispose of the shares of the capital stock of, or any bonds,
securities or evidences of indebtedness created by any other corporation or
corporations of the State of Florida, or any other state or government, domestic
or foreign; and while the owner of any such stocks, bonds, securities or
evidences of indebtedness, to exercise all the rights, powers and privileges of
ownership, including the right to vote thereon for any and all purposes; to aid
by loan, subsidy, guaranty, or in any other manner whatsoever so far as the same
my be permitted in the case of corporations organized under the General
Corporation Laws of the State of Florida, any corporation whose stocks, bonds,
securities or other obligations are or may be in any manner and at any time
owned, held or guaranteed, and to do any and all other acts or things for the
preservation, protection, improvement or enhancement in value of any such
stocks, bonds, securities or other obligations; and to do all and any such acts
or things designed to accomplish any such purpose.

                  3. To borrow money and contract debts when necessary for the
transaction of its business or for the exercise of its corporate rights,
privileges or franchises, or for any other lawful purpose of its incorporation;
to issue bonds, promissory notes, bills of


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exchange, debentures and other obligations and evidences of indebtedness payable
at a specified time or times, or payable upon the happening of a specified event
or events, secured or unsecured, from time to time, for moneys borrowed, on in
payment for property acquired, or for any of the other objects or purposes of
the corporation or for any of the objects of its business; to secure the same by
mortgage or mortgages, or deed or deeds of trust, or pledge or other lien upon
any or all of the property, rights, privileges or franchises of the corporation,
wheresoever situated, acquired or to be acquired; and to confer upon the holder
of any debentures, bonds or other evidences indebtedness of the corporation,
secured or unsecured, the right to convert the principal thereof into any
preferred or common stock of the corporation now or hereafter authorized, upon
such terms and conditions as shall be fixed by the Board of Directors; to sell,
pledge or otherwise dispose of any or all debentures or other bonds, notes and
other obligations in such manner and upon such terms as the Board of Directors
may deem judicious, subject, however, to the provisions of Article III hereof.

                  4. To acquire by purchase, subscription or otherwise, and to
hold for investment, and to own, hold, sell, vote and handle shares of stock in
other corporations.

                  5. To acquire in any manner, enjoy, utilize, hold, sell,
assign, lease, mortgage or otherwise dispose of, letters patent of the United
States or of any foreign country, patents, patent rights, licenses and
privileges, inventions, improvements and processes, copyrights, trade marks and
trade names or pending applications therefor, relating to or useful in
connection with any business of the corporation or any other corporation in
which the corporation may have an interest as a stockholder or otherwise.

                  6. To act as financial, business and purchasing agent for
domestic and foreign corporations, individuals, partnerships, associations,
state governments or other bodies.


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                  7. To acquire, hold, own dispose of and generally deal in
grants, concessions, franchises and contracts of every kind; to cause to be
formed, to promote and to aid in any way in the formation of any corporation,
domestic or foreign.

                  8. To have one or more offices, conduct its business and
promote its objects within and without the State of Florida, in other states,
the District of Columbia, the territories, possessions and dependencies of the
United States, and in foreign countries, without restriction as to place or
amount.

                  9. To do all and everything necessary and proper for the
accomplishment of any of the purposes or the attaining of any of the objects or
the furtherance of any of the powers enumerated in this Certificate of
Incorporation or any amendment thereof, necessary or incidental to the
protection and benefit of the corporation, as principal, agent, director,
trustee or otherwise, and in general, either alone or in association with other
corporations, firms or individuals, to carry on any lawful business necessary or
incidental to the accomplishment of the purposes or the attainment of the
objects or the furtherance of such purposes or objects of the corporation,
whether or not such business is similar in nature to the purposes and objects
set forth in this Certificate of Incorporation or any amendment thereof.

                  10. To manufacture, purchase or otherwise acquire, and to own
and mortgage, pledge, sell, assign and transfer or otherwise dispose of, and to
invent, trade, deal in and deal with goods, wares, merchandise and other
personal property of every class and description whatsoever.

         The foregoing paragraphs shall be construed as enumerating both objects
and powers of the corporation; and it is hereby expressly provided that the
foregoing enumeration of specific powers shall not be held to limit or restrict
in any manner the powers of this corporation.


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                                  ARTICLE III.

                                 Capital Stock.

                  The amount of the total authorized capital stock of the
corporation shall be One Thousand (1000) shares of Common Stock with par value
of $100.00 per share.

                  The whole or any part of the capital stock of said corporation
shall be payable in lawful money of the United States of America, or property,
labor or services at a just valuation to be fixed by the Directors. Property or
labor may also be purchased with the capital stock at such valuation as shall be
fixed by the Directors.

                                   ARTICLE IV.

                                Initial Capital.

                  The amount of capital with which the corporation shall begin
business shall be Five Thousand Dollars ($5,000.00).

                                   ARTICLE V.

                              Corporate Existence.

                  The corporation shall have perpetual existence.

                                   ARTICLE VI.

                                Principal Office.

                  The principal place of business of said corporation is to be
located in West Palm Beach, Palm Beach County, Florida, with the privilege,
however, of having branch offices or places of business at any other place or
places within or without the State of Florida, or in foreign countries.


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                                  ARTICLE VII.

                              Number of Directors.

                  The affairs of the corporation shall be conducted by a Board
of not less than three nor more than seven Directors, who shall be required to
be stockholders in said corporation.

                                  ARTICLE VIII.

                         Initial Directors and Officers.

                  The names and post office addresses of the first Board of
Directors and Officers of the corporation who, subject to the provisions of this
Certificate of Incorporation and the ByLaws and General Corporation Law of the
State of Florida shall hold office for the first year of the corporation's
existence, or until their successors are elected and have qualified, are as
follows:



Name                          Post Office Address                     Office
- ----                          -------------------                     ------
                                                                
MARTIN DUBBIN                 P.O. Box 1910                           President
                              West Palm Beach, Florida

SAMUEL J. BUBIS               P.O. Box 1910                           Vice-President
                              West Palm Beach, Florida

LEAH DUBBIN                   P.O. Box 1910                           Secretary
                              West Palm Beach, Florida

MELVIN FRIED                  P.O. Box 1910                           Treasurer
                              West Palm Beach, Florida

MARTIN DUBBIN                                As above                 Director

SAMUEL J. BUBIS                              As above                 Director

LEAH DUBBIN                                  As above                 Director

MELVIN FRIED                                 As above                 Director



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                                   ARTICLE IX.

                                  Subscribers.

                  The names and post office addresses of each subscriber to this
Certificate of Incorporation, and a statement of the number of shares of stock
which they agree to take are as follows:



Name                          Post Office Address                             Shares               Consideration
- ----                          -------------------                             ------               -------------
                                                                                          
MARTIN DUBBIN                 P.O. Box 1910                                    501                   $50,100.00
                              West Palm Beach, Florida
SAMUEL J. BUBIS               P.O. Box 1910                                      2                       200.00
                              West Palm Beach, Florida
LEAH DUBBIN                   P.O. Box 1910                                    495                    49,500.00
                              West Palm Beach, Florida
MELVIN FRIED                  P.O. Box 1910                                      2                       200.00
                              West Palm Beach, Florida



                                   ARTICLES X.

                                   Amendment.

                  These articles of incorporation may be amended in the manner
provided by law. Every amendment shall be approved by the Board of Directors,
proposed by them to the stockholders, and approved at a stockholders' meeting by
a majority of the stock entitled to vote thereon.

                                   ARTICLE XI.

                           Special Charter Provisions.

                  The original incorporators of the corporation shall have the
right upon its organization, to assign and deliver their subscriptions of stock
as set forth in Article IX hereof to any other person, or to firms or
corporations who may hereafter become subscribers to the capital


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stock of the corporation, who, upon acceptance of such assignment, shall stand
in lieu of the original incorporators, and assume and carry out all the rights,
liabilities and duties entailed by said subscriptions, subject to the laws of
the State of Florida, and the execution of the necessary instruments of
assignment.

                  The number of Directors of the corporation may be increased or
decreased to not less than three (3) nor more than seven (7) as may be provided
by the By-Laws. The By-Laws may prescribe the number of Directors necessary to
constitute a quorum of the Board of Directors, which number may be less than the
majority of the whole Board of Directors. In case of vacancy in the Board of
Directors, through death, resignation, disqualification or other cause, such
vacancy shall be filled for the unexpired term by the affirmative vote of a
majority of the remaining Directors. In case of any increase in the number of
Directors, the additional Directors shall be elected by the affirmative vote of
a majority of the Directors then in office.

                  In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized:

                           (a) Subject to the By-Laws, if any, adopted by the
stockholders, to make, alter, amend, or repeal the By-Laws of the corporation;

                           (b) If the By-Laws so provide, to designate by
resolution two or more of their number to constitute an Executive Committee,
which Committee, to the extent provided in the resolution or in the By-Laws of
the corporation, shall have and may exercise any or all of the powers of the
Board of Directors in the management of the business, affairs and property of
the corporation during the intervals between the meetings of the Board of
Directors, so far as may be permitted by law.


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                           (c) From time to time to determine whether and to
what extent and what times and place and under what conditions and regulations
the accounts and books of the corporation (other than the stock ledger) or any
of them shall be open to inspection of stockholders; and no stockholder shall
have any right of inspecting any account, book or document of the corporation
except as conferred by statute, unless authorized by a resolution of the
stockholders or Directors.

                  The corporation may at any meeting of its Board of Directors,
sell, lease, or exchange all of its property and assets, including its good
will, and its corporate franchise or any property or assets essential to its
corporate business, upon such terms and conditions, either for cash, for the
securities of any other corporation or corporations, or for such other
consideration as its Board of Directors may deem expedient and for the best
interest of the corporation when and as authorized by the affirmative vote of
the holders of record of at least two-thirds of the stock of each class issued
and outstanding given at a stockholders' meeting duly called for that purpose,
or when authorized by the written consent of the holders of record of at least
two-thirds of the stock of each class issued and outstanding.

                  Both stockholders and Directors shall have power, if the
By-Laws so provide, to hold their meetings either within or without the State of
Florida, to have one or more offices and to keep the books of the corporation,
subject to the provisions of the laws of the State of Florida, within or without
the State of Florida, at such places as may from time to time be designated by
the Board of Directors.

                  No contract or other transaction between the corporation and
any other corporation in the absence of fraud, shall be affected or invalidated
by the fact that any or more of the Directors of the corporation is or are
interested in, or is a Director or officer or are


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Directors or officers of such other corporation, and any Director or Directors,
individually or jointly, may be a party or parties to, or may be interested in
any such contract or transaction of the corporation or in which the corporation
is interested, and no contract, act or transaction of the corporation with any
person or persons, firm or corporation in the absence of fraud, shall be
affected or invalidated by the fact that any Director or Directors of the
corporation is a party or are parties to or interested in such contract, act or
transaction, or in any way connected with such person or persons, firm or
corporation, and each and every person who may become a Director of the
corporation is hereby relieved from any liability that might otherwise exist
from thus contracting with the corporation for the benefit of himself or any
firm, association or corporation in which he may be in anywise interested. Any
Director of the corporation may vote upon any contract or other transaction
between the corporation and any subsidiary or controlled company without regard
to the fact that he is also a Director of such subsidiary or controlled company.

                  In Witness Whereof, the undersigned have made and subscribed
this Certificate of Incorporation at West Palm Beach, Palm Beach County,
Florida, for the uses and purposes aforesaid, on this 10th day of February,
1958.

                                         /s/ Martin Dubbin              (SEAL)
                                      ----------------------------------
                                         Martin Dubbin

                                         /s/ Samuel J. Bubis            (SEAL)
                                      ----------------------------------
                                         Samuel J. Bubis

                                         /s/ Leah Dubbin                (SEAL)
                                      ----------------------------------
                                         Leah Dubbin

                                         /s/ Melvin Fried               (SEAL)
                                      ----------------------------------
                                         Melvin Fried


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STATE OF FLORIDA            )
                            )
COUNTY OF PALM BEACH        )

                  Personally appeared before me, the undersigned authority,
MARTIN DUBBIN, SAMUEL J. BUBIS, LEAH DUBBIN and MELVIN FRIED, each of whom is to
me well known and known to me to be the persons described in and who executed
the foregoing Certificate of Incorporation, and each of them acknowledged before
me, according to law, that they made and subscribed the same of the uses and
purposes therein mentioned and set forth.

                  Witness my hand and official seal at West Palm Beach, Palm
Beach County, Florida, this 10th day of February, 1958.

                                              /s/ Emily Ferguson
                                        ----------------------------------
                                              Emily Ferguson

                                        Notary Public, State of Florida at Large
                                        My Commission Expires July 18, 1960


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                           CERTIFICATE OF AMENDMENT OF
                          CERTIFICATE OF INCORPORATION

                  Palm Beach Bedding Company, a Florida corporation, under its
corporate seal and the hands of its President, Martin Dubbin, and Secretary,
Melvin Fried, hereby certifies that:

                                       I.

                  The Board of Directors of said corporation at a meeting called
and held on July 13, 1959, adopted the following Resolutions:

                  Be It Resolved by the Board of Directors, of Palm Beach
Bedding Company, a Florida corporation, that said Board deems its advisable and
hereby declares it to be advisable that Article III of the Certificate of
Incorporation be amended, changed and altered so as to read as follows:

                  The amount of the total authorized capital stock of the
corporation shall be Two Thousand Five Hundred (2500) shares of common stock
with par value of $100.00 per share.

                  The whole or any part of the capital stock of said corporation
shall be payable in lawful money of the United States of America, or property,
labor or services at a just valuation to be fixed by the Directors. Property or
labor may also be purchased with the capital stock at such valuation as shall be
fixed by the Directors.

                  Be It Further Resolved by said Board of Directors that a
special meeting of the stockholders of record entitled to vote for the
consideration of said amendment, be, and the same is hereby called to beheld at
the office of Sidney M. Dubbin, Attorney for the corporation, 531 Pan-A
Building, West Palm Beach, Florida, July 16, 1959, at 1:00 o'clock in the
afternoon.
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                                       II.

                  The meeting of the stockholders of the corporation called by
the Board of Directors as aforesaid was held on July 16, 1959, and at said
special meeting of the stockholders said amendment of the Certificate of
Incorporation was duly adopted by the unanimous vote of all the stockholders.

                  In Witness Whereof said corporation has caused this
Certificate to be signed in its name by its President and its corporate seal to
be hereunto affixed and attested by its Secretary, this the 16th day of July,
1959.

                                         PALM BEACH BEDDING COMPANY,
                                         a Florida corporation,

(SEAL)
                                         By:   /s/ Martin Dubbin
                                             ---------------------------------
                                               President

Attest:  /s/ Melvin Fried
        -------------------------
             Secretary


STATE OF FLORIDA          )
                          : SS.
COUNTY OF PALM BEACH      )

                  On this day personally appeared before me the undersigned
officer duly authorized by the laws of the State of Florida to take
acknowledgments of deeds, MARTIN DUBBIN, President of Palm Beach Bedding
Company, and acknowledged that he executed the above and foregoing Certificate
of Amendment as such officer for and on behalf of said corporation after having
been duly authorized so to do.


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                           PALM BEACH BEDDING COMPANY
                             (a Florida corporation)


                  Pursuant to Section 607.1105 of the Florida Business
Corporation Act (the "FBCA"), SLEEPMASTER ACQUISITION CORP., a Florida
corporation ("Sub"), and PALM BEACH BEDDING COMPANY, a Florida corporation
("PBBC"), do hereby adopt the following Articles of Merger:

                  I. The Plan of Merger, dated as of March 2, 1998 (the "Merger
Agreement"), between the parties to the merger is attached hereto as Exhibit A
and incorporated herein by reference thereto.

                  II. The Merger Agreement, providing for the merger of Sub with
and into PBBC (the "Merger"), was adopted by the shareholders of Sub on February
27, 1998, and by the shareholders of PBBC on March 2, 1998.

                  III. At the Effective Date (as defined below), PBBC will
continue its existence as the surviving corporation under its present name
pursuant to Section 607.1106 of the FBCA.

                  IV. The Merger shall become effective as of the close of
business on the date of filing these Articles of Merger with the Department of
State of the State of Florida (the "Effective Date").

                  IN WITNESS WHEREOF, these Articles of Merger have been
executed by a duly authorized officer of each of Sub and PBBC on this 2nd day of
March, 1998.

                                    SLEEPMASTER ACQUISITION CORP.

                                    Name:   /s/ Charles Schweitzer
                                            ---------------------------------
                                            Charles Schweitzer
                                    Title: President


                                    PALM BEACH BEDDING COMPANY

                                    Name:   /s/ Michael W. Bubis
                                            ---------------------------------
                                            Michael W. Bubis
                                            Title:  President


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                                    EXHIBIT A

                                 PLAN OF MERGER


                  THIS PLAN OF MERGER (the "Plan") is made and entered into as
of the 2nd day of March, 1998 by and among SLEEPMASTER, L.L.C., a New Jersey
limited liability company ("Sleepmaster"), SLEEPMASTER ACQUISITION CORP., a
Florida corporation ("Sub") and a wholly-owned subsidiary of Sleepmaster, and
PALM BEACH BEDDING COMPANY, a Florida corporation ("PBBC").

                  Sleepmaster, Sub and PBBC desire to effect the statutory
merger of Sub with and into PBBC, with PBBC to survive such merger.

                  1. Constituent Corporations. Sub and PBBC shall be parties to
the merger (the "Merger") of Sub with and into PBBC.

                  2. Terms and Conditions of Merger.

                           (a) Sub (the "Constituent Corporation") shall,
pursuant to the provisions of the Florida Business Corporation Act (the "FBCA"),
be merged with and into PBBC, which shall continue to exist pursuant to the laws
of the State of Florida. Upon the effective time of the Merger (as set forth in
Section 7) (the "Effective Time"), the separate corporate existence of the
Constituent Corporation shall cease. The separate corporate existence of PBBC
with all its rights, powers, immunities, purposes and franchises shall continue
unaffected by the Merger.

                           (b) The consideration for the Merger (the "Closing
Merger Consideration") shall consist of the sum of Thirty-Two Million Dollars
($32,000,000) plus an amount equal to certain cash and cash equivalents of PBBC
(as agreed upon by the parties prior to the Effective Time), such Closing Merger
Consideration to be paid as provided in Section 3 below. Notwithstanding the
foregoing, the Closing Merger Consideration shall be subject to a post-closing
adjustment, to be agreed upon by the parties after the Effective Time, based
upon the preparation by Sleepmaster and the Surviving Corporation of a financial
statement of PBBC as of the Effective Time.

                  3. Capital Stock; Conversion of Shares.

                           (a) At the Effective Time, each share of common
stock, par value $5.00 per share, of PBBC ("PBBC Common") issued and outstanding
immediately prior to the Effective Time shall cease to be issued and outstanding
and shall be converted into and become, without any action on the part of the
holders thereof, the right to receive the Closing Merger Consideration divided
by the aggregate number of issued and outstanding shares of PBBC Common held by
all holders thereof immediately prior to the Effective Time.