Abstract: A mattress cover for an inflatable air mattress which completely encases the air mattress. The mattress cover is constructed of a plurality of layers of material. The layer of material in direct contact with the air mattress takes the form of a soft, smooth, cushiony material so as to substantially eliminate the creation of any noise between the mattress and the cover during usage of the mattress. The top layer of the cover includes a cushiony layer of material and the side wall of the cover includes a stiffing layer of material. The exterior most layer of the cover is constructed of a decorative fabric. The cover includes an enlarged access opening to facilitate entry and removal of the mattress from the internal compartment to the cover.