This is one of a group of 143 state, trial and cancellation proofs of etchings by Lucian Freud (1922-2011) which came from the collection of Marc Balakjian (1938-2017) of Studio Prints. Balakjian was Freud’s printer from 1985 and worked closely with him on the production of his etchings.

The sitter is Sue Tilley, one of Freud's regular models. Her pose is the same as in the painting Sleeping by the Lion Carpet, which Freud was working on at the same time. She is also the sitter in Woman with Arm Tattoo (E.458-2020). The biting and proofing of Woman Sleeping were done on 31 July 1995.

Craig Hartley (1999) reported that "A stiff ink was used for the lines etched in the plate, the blank surface was wiped clean within the contours of the body so that the flesh highlights would be paper-white when printed, a softer (oilier) ink was wiped onto the surface of the plate to cover the background outside the outline of the figure so that it would print with an even pale-grey tone."