LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING PURPOSES
March 9, 2015
The undersigned hereby makes, constitutes and appoints Kindel L.
Elam, in her capacity as Executive Vice President, General
Counsel and Secretary of Mattress Firm Holding Corp.
(the "Company"), and as the undersigned's true and lawful
attorney-in-fact, with full power and authority as hereinafter
described on behalf of and in the name, place and stead of the
undersigned to:
(1)    execute for, and on behalf of, the undersigned, in the
undersigned's capacity as an executive officer of the Company,
all Forms 3, 4 and 5 and all other forms required to be filed in
accordance with Section 16(a) of the Securities Exchange Act of
1934 (the "Exchange Act") and the rules thereunder promulgated by
the United States Securities and Exchange Commission (the
"Section 16 Forms");
(2)    seek or obtain, as the undersigned's representative and on
the undersigned's behalf, information on transactions in the
Company's securities from any third party, including brokers,
employee benefit plan administrators and trustees, and the
undersigned hereby authorizes any such person to release any such
information to the attorney-in-fact and further approves and
ratifies any such release of information;
(3)    do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to prepare,
complete and execute all Section 16 Forms and any amendments
thereto or any other required reports and to timely file the
Section 16 Forms and any amendments thereto or any other required
reports with the United States Securities and Exchange
Commission, the NASDAQ Global Select Market and any stock
exchange or similar authority as considered necessary or
advisable under Section 16(a) of the Exchange Act; and
(4)    take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-
fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Limited Power of Attorney shall be
in such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's sole
discretion.
The undersigned hereby gives and grants to the attorney-in-fact
full power and authority to do and perform any and every act and
thing whatsoever requisite, necessary or proper to be done in the
exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as the undersigned might or could do
if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that the
attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of
this Limited Power of Attorney and the rights and powers herein
granted.
The undersigned hereby acknowledges that (a) the foregoing
attorney-in-fact is serving in such capacity at the request of
the undersigned; (b) this Limited Power of Attorney authorizes,
but does not require, the attorney-in-fact to act in her
discretion on information provided to such attorney-in-fact
without independent verification of such information; (c) any
documents prepared and/or executed by the attorney-in-fact on
behalf of the undersigned pursuant to this Limited Power of
Attorney shall be in such form and shall contain such information
and disclosure as such attorney-in-fact, in her sole discretion,
deems necessary or advisable; (d) neither the Company nor the
attorney-in-fact assumes (i) any liability for the undersigned's
responsibility to comply with the requirements of the Exchange
Act, (ii) any liability of the undersigned for any failure to
comply with such requirements, or (iii) any obligation or
liability of the undersigned for profit disgorgement under
Section 16(b) of the Exchange Act; and (e) this Limited Power of
Attorney does not relieve the undersigned from responsibility for
compliance with the undersigned's obligations under the Exchange
Act, including, without limitation, the reporting requirements
under Section 16 of the Exchange Act.
This Limited Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file any
Section 16 Forms with respect to the undersigned's holdings of,
and transactions in, securities issued by the Company, unless
earlier revoked as to the attorney-in-fact by the undersigned in
a signed writing delivered to such attorney-in-fact.

Signature:
/s/ Matthew Forbes
_____________________________________
Matthew Forbes