1
                                                                  EXHIBIT 3.2
                                                                  EXECUTION COPY
                                                                  --------------

                     JOINDER TO SLEEPMASTER HOLDINGS L.L.C.
                  LIMITED LIABILITY COMPANY OPERATING AGREEMENT

                  This JOINDER to the Sleepmaster Holdings L.L.C. Second Amended
and Restated Limited Liability Company Operating Agreement dated as of November
14, 1996 by and among Sleep Investor L.L.C., a Delaware limited liability
company (the "Company"), and certain other securityholders of the Company (the
"Agreement"), is made and entered into as of April 28, 2000 by and among the
Company and Donald S. Simon, Jr. (the "Holder"). Capitalized terms used herein
but not otherwise defined shall have the meanings set forth in the Agreement.

                  WHEREAS, Holder has acquired certain units of Class A Common
(the "Holder Units"), and the Agreement and the Company require Holder, as a
holder of such interests, to become a party to the Agreement, and Holder agrees
to do so in accordance with the terms hereof;

                  NOW, THEREFORE, in consideration of the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Joinder hereby
agree as follows:

                  1. Agreement to be Bound. Holder hereby agrees that upon
execution of this Joinder, he shall become a party to the Agreement and shall be
fully bound by, and subject to and entitled to the benefits of, all of the
covenants, terms and conditions of the Agreement as though an original party
thereto and shall be deemed a Member for all purposes thereof. In addition,
Holder hereby agrees that all Holder Units held by Holder shall be deemed
Membership Interests for all purposes of the Agreement.

                  2. Successors and Assigns. Except as otherwise provided
herein, this Joinder shall bind and inure to the benefit of and be enforceable
by the Company and its successors and assigns and Holder and any subsequent
holders of Membership Interests and the respective successors and assigns of
each of them, so long as they hold any Membership Interests.

                  3. Counterparts. This Joinder may be executed in separate
counterparts each of which shall be an original and all of which taken together
shall constitute one and the same agreement.

                  4. GOVERNING LAW. THE LIMITED LIABILITY COMPANY LAW OF
DELAWARE SHALL GOVERN ALL ISSUES CONCERNING THE RELATIVE RIGHTS OF THE COMPANY
AND ITS SECURITYHOLDERS. ALL OTHER QUESTIONS CONCERNING THE CONSTRUCTION,
VALIDITY AND INTERPRETATION OF THIS JOINDER SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE
STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF
THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.


                  5. DESCRIPTIVE HEADINGS. The descriptive headings of this
Joinder are inserted for convenience only and do not constitute a part of this
Joinder.

                                    * * * * *

   2
                  IN WITNESS WHEREOF, the parties hereto have executed this
Joinder as of the date first above written.

                                        SLEEPMASTER HOLDINGS, L.L.C.


                                        By: /s/ Charles Schweitzer
                                           ______________________________
                                         Name: Charles Schweitzer
                                         Title:President & CEO

                                        /s/ Donald S. Simon, Jr.
                                        _________________________________
                                        DONALD S. SIMON, JR.