Abstract: A bed-rail protective cover for protecting a long-term care patient in a bed having a bed-rail from injuries resulting from contact with the bed-rail. The protective cover includes: an inner surface and an outer surface composed of a material, flexible and non-abrasive, material which is substantially resistant to penetration by an appendage of a person with a fill material between the inner and outer surfaces. The cover fill is sufficient to absorb impacts to the cover and reduce risk of injury to a patient resulting from impacting a bed-rail. The cover further includes a top edge of extending sufficiently over a bed-rail to prevent a patient from inadvertently poking an appendage between the bed and the bed-rail or through a gap between two covers. A securing flap extending from the top edge overlaps and fastens to a bottom edge when the cover enfolds the bed-rail. Securing flap fasteners are located where risk of inadvertent contact with them is reduced.