Abstract: Waterbed and frame assembly in which the frame rails are provided with cushioning pads and covered with a decorative fabric cover which is attached to the safety liner and to the lower portions of the rails to form an integrated liner, cover and rail structure. The cover is detachably connected to the liner and frame and is readily installed and removed for cleaning or to change the look of the bed. The tops of the pads on the side rails are substantially level with the top surface of the mattress, and the pads are thick enough to prevent discomfort to a person sitting on the edge of the bed from the relatively rigid rails. In one disclosed embodiment, the safety liner is attached to the outer sides of the rails, and in another it has self-standing side panels of a pliant material which yields with the pads when someone sits on the edge of the bed.