EXHIBIT 10.19
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                      AMENDMENT TO EMPLOYMENT AGREEMENTS
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     WHEREAS, prior to the date hereof, each of the undersigned individuals (the
"Executives") entered into an Employment Agreement with Sealy Corporation, a
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Delaware corporation (the "Company") (collectively, the "Employment
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Agreements");
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     WHEREAS, on October 30, 1997, the Company entered into an Agreement and
Plan of Merger with Sandman Merger Corporation, a transitory Delaware merger
corporation ("Purchaser") and Zell/Chilmark Fund, L.P., a Delaware limited
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partnership, pursuant to which Purchaser will be merged with and into the
Company with the Company being the surviving corporation (the "Merger");
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     NOW, THEREFORE, in consideration of the provisions contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, CONDITIONED ON THE CONSUMMATION OF THE
MERGER, agree as follows:

     A.   The consummation of the Merger shall be a "Change of Control" for
purposes of the Employment Agreements and upon consummation of the Merger
("Closing") Subsection 6(d) thereof shall automatically be amended and restated
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in its entirety as follows:


               "(d) Change of Control.  For purposes of this Agreement, the
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          words "Change of Control" means the merger (the "Merger") of Sandman
          Merger Corporation, a Delaware Corporation ("Sandman"), with and into
          the Company pursuant to the terms of the Agreement and Plan of Merger
          dated October 30, 1997, as amended, among the Company, Sandman and
          Zell/Chilmark Fund, L.P. Notwithstanding anything contained herein to
          the contrary, other than the Merger, no event or occurrence before, at
          or after the consummation of the Merger shall be deemed a "Change of
          Control" for purposes of this Agreement."

     B.   Each of the Executives upon the Closing shall be paid the Transaction
Bonus (as such term is defined in their Employment Agreement) pursuant to the
terms, extent and conditions provided in their individual Employment Agreement.

     C.   All stock options of the Company and all restricted stock of the
Company held by Executives shall fully vest and be paid out to the Executives by
the Company as of the Closing.

     D.   Upon payout of the stock options and restricted stock provided above
Subsection 6(e) of the Employment Agreement (relating to SEC Section 16
protection for stock based benefits) shall automatically be deleted in its
entirety and Subsection 3(f) of the Employment Agreement shall automatically be
amended and restated in its entirety as follows:

 
               "OPTIONS AND RESTRICTED STOCK PLANS.  The Employee hereby
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          acknowledges that in connection with the Merger, the Company will
          terminate (the "Termination of the Plans") the 1989 Stock Option Plan,
          the 1992 Stock Option Plan, the 1997 Stock Option Plan an the 1996
          Transitional Restricted Stock Plan (collectively, the "Plans") and
          accordingly, after the consummation of the Merger, the Employee shall
          no longer be eligible to participate in the Plans. The Employee hereby
          agrees that, notwithstanding anything contained herein to the
          contrary, the Termination of the Plans (as well as each action,
          omission or occurrence in connection therewith or related thereto) is
          not a breach of this Agreement and is not and will not be a "Good
          Reason" for purposes of this Agreement as such term is defined in
          Subsection 4(g) hereof."

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
Employment Agreements as of December 17, 1997.

/s/ BRUCE BARMAN                         /s/ JEFFREY CLAYPOOL
______________________________________   _______________________________________
Bruce Barman                             Jeffrey Claypool


/s/ GARY FAZIO                           /s/ DOUGLAS FELLMY
______________________________________   _______________________________________
Gary Fazio                               Douglas Fellmy

 
/s/ DAVE MCILQUHAM                       /s/ LARRY ROGERS
______________________________________   _______________________________________
Dave McIlquham                           Larry Rogers


SEALY CORPORATION



By:  /s/ KENNETH L. WALKER
     _____________________________
     Name:   Kenneth L. Walker
     Title:  Vice President-General Counsel

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