content: SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                 ------------------
  
  
                                      FORM 10-Q
  
  
                  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934
  
                    For the quarterly period ended March 30, 1997
  
                    Commission file numbers 33-82028; 33-82028-01
  
  
                             FOAMEX-JPS AUTOMOTIVE L.P.
                           FOAMEX-JPS CAPITAL CORPORATION
               (Exact name of registrant as specified in its charter)
  
  
  
             Delaware                                    13-3770906
             Delaware                                    13-3770901
  (State or other jurisdiction of                     (I.R.S. Employer
  incorporation or organization)                    Identification Number)
  
  
  1000 Columbia Avenue
  Linwood, PA                                               19061
  (Address of principal                                  (Zip Code)
  executive offices)
  
  Registrant's telephone number, including area code (610) 859-3000
  
  Indicate by check mark whether the registrants (1) have filed all reports
  required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
  1934 during the preceding 12 months (or for such shorter period that the
  registrant was required to file such reports), and (2) have been subject to such
  filing requirements for the past 90 days.
  YES  X    NO
  
  Foamex-JPS Capital Corporation meets the conditions set forth in General
  Instruction H (1) (a) and (b) of Form 10-Q and is therefore filing this form
  with the reduced disclosure format.
  
  The number of shares of Foamex-JPS Capital Corporation's common stock
  outstanding as of May 12, 1997 was 1,000.
  
                                    Page 1 of 22
                            Exhibit List on Page 14 of 22
  
  
  
  <PAGE>
                             FOAMEX-JPS AUTOMOTIVE L.P.
                           FOAMEX-JPS CAPITAL CORPORATION
  
                                        INDEX
  
                                                                              Page
  Part I.    Financial Information:
  
             Item 1.  Financial Statements
  
                Foamex-JPS Automotive L.P.
  
                Condensed Consolidated Balance Sheets as 
                  of March 30, 1997 and December 29, 1996                       3
  
                Condensed Consolidated Statements of Operations - 
                  Thirteen Week Periods Ended March 30, 1997 
                   and March 31, 1996                                           4
  
                Condensed Consolidated Statements of Cash Flows - 
                  Thirteen Week Periods Ended March 30, 1997 
                  and March 31, 1996                                            5
  
                Notes to Condensed Consolidated Financial Statements            6
  
                Foamex-JPS Capital Corporation
  
                Balance Sheets as of March 30, 1997 and December 29, 1996      10
  
                Notes to Balance Sheets                                        11
  
             Item 2.  Management's Discussion and Analysis of Financial 
                      Condition and Results of Operations                      12
  
  Part II.   Other Information                                                 14
  
             Exhibit List                                                      14
  
             Signatures                                                        22
  
  
  
                                          2
  <PAGE>
  PART I.  FINANCIAL INFORMATION
  ITEM 1.  FINANCIAL STATEMENTS
  
                      FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
                  CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
  
  <TABLE>
  <CAPTION>
                                                             March 30,         December 29,
                                                               1997                1996
                                                                     (thousands)
  <S>                                                       <C>                 <C>      
  ASSETS
  
  CASH                                                      $       2           $       2
  
  INVESTMENT IN UNCONSOLIDATED
        LIMITED PARTNERSHIP                                    68,020              51,800
  
  DEBT ISSUANCE COSTS, NET                                      3,630               3,726
                                                            ---------           ---------
  
  TOTAL ASSETS                                              $  71,652           $  55,528
                                                            =========           =========
  
  LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
  
  INTERCOMPANY PAYABLE                                      $     186           $      53
  
  LONG-TERM DEBT - EQUITY AFFILIATE                            34,504              33,180
  
  LONG-TERM DEBT                                               83,821              80,881
  
  OTHER LIABILITIES                                            11,196              11,325
                                                            ---------           ---------
  
  TOTAL LIABILITIES                                           129,707             125,439
                                                            ---------           ---------
  
  COMMITMENTS AND CONTINGENCIES                                    --                  --
                                                            ---------           ---------
  
  PARTNERS' EQUITY (DEFICIT):
        General partner                                          (458)               (579)
        Limited partner                                       (45,377)            (57,293)
        Other                                                 (12,220)            (12,039)
                                                            ---------           ---------
        Total Partners' Equity (Deficit)                      (58,055)            (69,911)
                                                            ---------           ---------
  
  TOTAL LIABILITIES AND PARTNERS' EQUITY (DEFICIT)          $  71,652           $  55,528
                                                            =========           =========
  </TABLE>
  
  
            The accompanying notes are an integral part of the condensed
                         consolidated financial statements.
  
  
  
                                         3
  <PAGE>
  
                      FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
             CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
  
  
  <TABLE>
  <CAPTION>
                                                           13 Week Periods Ended
                                                         March 30,           March 31,
                                                           1997                1996
                                                                (thousands)
  
  <S>                                                    <C>                <C>     
  INTEREST AND DEBT ISSUANCE EXPENSE                     $  3,063           $  2,289
  
  OTHER EXPENSE                                                 2                 --
                                                         --------           --------
  
  LOSS BEFORE EQUITY IN EARNINGS OF
        UNCONSOLIDATED LIMITED PARTNERSHIP                 (3,065)            (2,289)
  
  EQUITY IN EARNINGS OF UNCONSOLIDATED
        LIMITED PARTNERSHIP                                15,891             10,974
                                                         --------           --------
  
  INCOME FROM CONTINUING OPERATIONS                        12,826              8,685
  
  EQUITY IN INCOME FROM DISCONTINUED OPERATIONS                --              1,545
                                                         --------           --------
  
  INCOME BEFORE EXTRAORDINARY LOSS                         12,826             10,230
  
  EQUITY IN EXTRAORDINARY LOSS                               (665)                --
                                                         --------           --------
  
        NET INCOME                                       $ 12,161           $ 10,230
                                                         ========           ========
  </TABLE>
  
  
            The accompanying notes are an integral part of the condensed
                         consolidated financial statements.
  
  
                                          4
  
  <PAGE>
                      FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
  
  
  <TABLE>
  <CAPTION>
                                                                          13 Week Periods Ended
                                                                       March 30,          March 31,
                                                                         1997               1996
                                                                               (thousands)
  <S>                                                                  <C>                <C>     
  OPERATING ACTIVITIES:
     Net income                                                        $ 12,161           $ 10,230
     Adjustments to reconcile net income to net cash
         provided by operating activities:
     Amortization of debt issuance costs and debt discount                3,063              2,289
     Equity in earnings of unconsolidated limited partnership           (15,891)           (10,974)
     Equity in income from discontinued operations                           --             (1,545)
     Equity in extraordinary loss                                           665                 --
     Change in other assets and liabilities, net                              2                 --
                                                                       --------           --------
  
         Net cash provided by operating activities                           --                 --
                                                                       --------           --------
  
  INVESTING ACTIVITIES:
  
     Cash distribution from unconsolidated subsidiary                       124                 --
                                                                       --------           --------
  
         Net cash provided by investing activities                          124                 --
                                                                       --------           --------
  
  FINANCING ACTIVITIES:
  
     Cash distribution to partners                                         (124)                --
                                                                       --------           --------
  
         Net cash used for financing activities                            (124)                --
                                                                       --------           --------
  
  NET INCREASE IN CASH                                                       --                 --
                                                                       --------           --------
  
  CASH AT BEGINNING OF PERIOD                                                 2                  2
                                                                       --------           --------
  
  CASH AT END OF PERIOD                                                $      2           $      2
                                                                       ========           ========
  </TABLE>
  
  
            The accompanying notes are an integral part of the condensed
                         consolidated financial statements.
  
  
                                          5
  
  <PAGE>
                      FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  
  1.   ORGANIZATION AND BASIS OF PRESENTATION
  
       The condensed consolidated balance sheet as of December 29, 1996 has been
  condensed from the audited consolidated balance sheet at that date. The
  condensed consolidated balance sheet as of March 30, 1997 and the condensed
  consolidated statements of operations and the condensed consolidated statements
  of cash flows for the thirteen week periods ended March 30, 1997 and March 31,
  1996 have been prepared by Foamex-JPS Automotive L.P. and subsidiary ("FJPS")
  and have not been audited by FJPS's independent accountants. Also, the condensed
  consolidated statement of operations and the condensed consolidated statement of
  cash flows for the thirteen week period ended March 31, 1996 have been restated
  for discontinued operations (see Note 2 below). In the opinion of management,
  all adjustments, consisting only of normally recurring adjustments, considered
  necessary for a fair presentation of the consolidated financial position,
  results of operations and cash flows have been included.
  
       Foamex International Inc. ("Foamex International") owns a 99% limited
  partnership interest in FJPS, and FJPG, Inc., a wholly-owned subsidiary of
  Foamex International, owns a 1% general partnership interest in FJPS.
  
       On April 7, 1997, Foamex International announced that an evaluation of its
  capital structure was initiated with the intention of refinancing certain
  long-term indebtedness to reduce Foamex International's interest expense and
  improve financing flexibility. On May 12, 1997, Foamex International announced a
  $540.0 million refinancing plan that includes a $480.0 million credit facility
  and $150.0 million of senior subordinated notes. As part of this refinancing
  plan, Foamex L.P. commenced tender offers with concurrent consent solicitations
  for $373.0 million of aggregate principal amount of its public debt and $116.7
  million of aggregate principal amount of FJPS senior secured discount debentures
  due 2004. The refinancing activities are expected to be completed by the end of
  the second quarter of 1997. (See Note 3 below for further discussion).
  
       Foamex International expects that as a result of its refinancing
  activities, assuming no material changes in interest rates and the tendering of
  substantially all of Foamex International's outstanding public debt, future
  annualized interest expense will be reduced by between $8.0 million and $11.0
  million as compared to the expense required by the existing indentures and
  credit agreements. Foamex International expects that future interest expense,
  and the ability to realize the savings in interest expense, will vary based on a
  variety of factors, including fluctuation in interest rates in general; the
  pricing of the credit agreement and the senior subordinated notes; and the
  percentage of securities tendered in the tender offers. In addition, if the
  refinancing is consummated, variable rate debt will comprise a larger percentage
  of Foamex L.P.'s overall indebtedness than in the past, and as a result, future
  fluctuations in interest rates will have a greater impact on Foamex L.P.'s
  interest expense than in the past.
  
       Certain information and note disclosures normally included in the financial
  statements prepared in accordance with generally accepted accounting principles
  have been omitted in accordance with the rules and regulations of the Securities
  and Exchange Commission. These condensed consolidated financial statements
  should be read in conjunction with FJPS's 1996 consolidated financial statements
  and notes thereto as set forth in FJPS's Annual Report on Form 10-K for the
  fiscal year ended December 29, 1996. In addition, these condensed consolidated
  financial statements should be read in conjunction with Foamex L.P.'s condensed
  consolidated financial statements and notes thereto as set forth in its Form
  10-Q for the quarterly period ended March 30, 1997 as filed with the Securities
  and Exchange Commission.
  
       FJPS's condensed consolidated financial statements consist of the
  consolidated results of operations of FJPS, including its wholly-owned
  subsidiary Foamex-JPS Capital Corporation ("FJCC"), and its 98% equity interest
  in Foamex L.P. FJPS's share of earnings of its unconsolidated limited
  partnership is reflected in income as earned and distributions will be credited
  against the investment in the unconsolidated limited partnership when received.
  FJPS has no employees or operations of its own nor do its partners incur any
  expenses on its behalf.
  
                                          6
  <PAGE>
                      FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  
  2.   DISCONTINUED OPERATIONS
  
       During 1996, FJPS completed the sale of its partnership interests in JPS
  Automotive L.P. ("JPS Automotive") for a sale price of approximately $220.1
  million including the assumption of $200.1 million of JPS Automotive's
  indebtedness. The sale is subject to a post-closing adjustment which is expected
  to be finalized during the second quarter of 1997. The sale included
  substantially all of the net assets of JPS Automotive. Also, during 1996, Foamex
  L.P. finalized the sale of the outstanding common stock of Perfect Fit
  Industries, Inc. ("Perfect Fit"), a wholly-owned subsidiary, for an adjusted
  sale price of approximately $44.2 million. The sale included substantially all
  of the net assets of the home comfort products business segment of Foamex L.P.
  Accordingly, the accompanying condensed consolidated statement of operations and
  the condensed consolidated statement of cash flows for the thirteen week period
  ended March 31, 1996 reflects the operations of JPS Automotive and Perfect Fit
  as discontinued operations. In addition, interest and debt issuance expense of
  FJPS was allocated to discontinued operations based on the estimated debt to be
  retired from the net proceeds from the sale of JPS Automotive. A summary of the
  operating results for the discontinued operations is as follows:
  
  
                                                     13 Week Period Ended
                                                        March 31, 1996
                                                         (thousands)
  
  Equity in income of discontinued operations               $1,922
  Allocation of interest and debt issuance expense             377
                                                            ------
  Equity in income of discontinued operations               $1,545
                                                            ======
  
  3.   LONG-TERM DEBT
  
       Refinancing Plan
  
       On May 12, 1997, Foamex International announced a refinancing plan designed
  to improve its financial and operating flexibility and reduce interest expense.
  As part of this refinancing plan, Foamex L.P., a 99% owned subsidiary of Foamex
  International, commenced tender offers with concurrent consent solicitations for
  a total of $373.0 million of its aggregate principal of public debt and $116.7
  million principal amount of FJPS's public debt, including:
  
  o    $104.3 million of aggregate principal of its 9 1/2% Senior Secured Notes
       due 2000 for an aggregate consideration of 104.193% of principal plus
       accrued interest, comprised of a tender price of 102.193% and a consent fee
       of 2%;
  
  o    $135.9 million of aggregate principal of its 11 1/4% Senior Notes due 2002
       for an aggregate consideration of 105.709% of principal plus accrued
       interest, comprised of a tender price of 103.709% and a consent fee of 2%;
  
  o    $125.8 million of aggregate principal of its 11 7/8% Senior Subordinated
       Debentures due 2004 for an aggregate consideration of 107.586% of principal
       plus accrued interest, comprised of a tender price of 105.586% and a
       consent fee of 2%;
  
  o    $7.0 million of aggregate principal of its 11 7/8% Senior Subordinated
       Debentures, Series B due 2004 for an aggregate consideration of 107.586% of
       principal plus accrued interest, comprised of a tender price of 105.586%
       and a consent fee of 2%; and
  
  
                                          7
  <PAGE>
                      FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  3.   LONG-TERM DEBT (continued)
  
  o    $116.7 million principal amount of the Foamex-JPS Automotive L.P. Senior
       Secured Discount Debentures due 2004 ("FJPS Discount Debentures") for an
       aggregate consideration of 88% of principal amount, which represents
       approximately 116.2% of the projected accreted value as of June 9, 1997,
       comprised of a tender price of 86% of principal amount and a consent fee of
       2%.
  
       The consent solicitations will expire on May 23, 1997 and the tender offers
  will expire on June 9, 1997. Holders who tender their securities in the tender
  offers will be deemed to have submitted consents in the consent solicitations.
  Holders may not deliver consents without tendering their securities. Holders
  must tender their securities prior to May 23, 1997 in order to receive the
  consent fee. Holders who tender their securities after such date and before the
  expiration date of June 9, 1997 will receive the tender price for their
  securities, but will not receive the consent fee. Upon the closing of the
  refinancing plan, Foamex L.P. intends to distribute the purchased FJPS Discount
  Debentures to its partners.
  
       Foamex L.P. expects to fund the repurchase with the proceeds of:
  
  o    A $480.0 million Foamex L.P. credit facility arranged by a bank lending
       group including an estimated $150.0 million revolving credit line. Upon
       completion of the refinancing transactions, it expects to have
       approximately $100.0 million available under the revolving credit line.
  
  o    A $150.0 million offering of Foamex L.P. senior subordinated notes in the
       Rule 144A market.
  
  o    Cash on hand.
  
       Foamex L.P. expects to complete its refinancing activities by the end of
  the second quarter of 1997 and record an extraordinary loss on the early
  extinguishment of debt of between $46.0 million to $50.0 million in the second
  quarter of 1997 related to premiums paid to repurchase the debt, the write-off
  of debt issuance costs and additional one-time charges related to the other
  aspects of the other refinancing plan.
  
       Foamex L.P.'s future interest expense will increase and vary based on a
  variety of factors, including fluctuation in interest rates in general; the
  pricing of the credit agreement and the senior subordinated notes; and the
  percentage of securities tendered in the tender offers. In addition, if the
  refinancing is consummated, variable rate debt will comprise a larger percentage
  of Foamex L.P.'s overall indebtedness than in the past, and as a result, future
  fluctuations in interest rates will have a greater impact on Foamex L.P.'s
  interest expense than in the past. Also, the amount of expected extraordinary
  loss on the early extinguishment of debt in the second quarter of 1997 will vary
  based on a variety of factors, including the percentage of securities tendered
  in the tender offers and other factors beyond Foamex L.P.'s control.
  
       Consummation of the tender offers, the consent solicitations, the credit
  facility and the senior subordinated notes offering are subject to conditions,
  several of which are beyond Foamex L.P.'s control, and there can be no assurance
  that such transactions will be consummated.
  
       This report shall not constitute an offer to sell or the solicitation of an
  offer to buy the securities offered by Foamex L.P. in the private placement.
  
  
                                          8
  <PAGE>
                      FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  
  4.   SUMMARIZED FINANCIAL INFORMATION OF EQUITY AFFILIATE
  
       The following table presents summarized financial information of Foamex
  L.P. (98% owned) which is accounted for by the equity method as of March 30,
  1997 and December 29, 1996 and for the thirteen week periods ended March 30,
  1997 and March 31, 1996.
  
  Foamex L.P.                                  March 30,         December 29,
                                                 1997                1996
                                                        (thousands)
  Current assets                               $310,686          $288,920
  Noncurrent assets                             299,441           297,237
  Current liabilities                           163,476           151,830
  Noncurrent liabilities                        418,465           421,495
  Note receivable from partner                   34,504            33,180
  
  Thirteen Week Period Ended:                  March 30,         March 31,
                                                 1997              1996
  
  Net sales                                    $229,120          $219,131
  Gross profit                                   42,797            36,031
  Income from continuing operations              16,216            11,198
  Income from discontinued operations                --               637
  Net income                                     16,216            11,835
  
  5.   SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  
                                                  13 Week Periods Ended
                                                 March 30,        March 31,
                                                   1997             1996
                                                         (thousands)
     Noncash items:
         Accretion on the FJPS Note               $1,299           $1,747
  
  
                                          9
  <PAGE>
  
                         FOAMEX - JPS CAPITAL CORPORATION (A
              Wholly-Owned Subsidiary of Foamex - JPS Automotive L.P.)
                             Balance Sheets (unaudited)
  
  
  
  
                                                       March 30,    December 29,
                                                         1997           1996
                                                             (thousands)
  ASSETS
  
  CASH                                                   $  1          $  1
                                                         ====          ====
  
  LIABILITIES AND STOCKHOLDER'S EQUITY
  
  COMMITMENTS AND CONTINGENCIES                            --            --
                                                         ----          ----
  
  STOCKHOLDER'S EQUITY:
        Common stock, par value $.01 per share;
        1,000 shares authorized, issued and
        outstanding                                        --            --
  
  ADDITIONAL PAID IN CAPITAL                                1             1
                                                         ----          ----
  
  TOTAL STOCKHOLDER'S EQUITY                             $  1          $  1
                                                         ====          ====
  
  
  
                 The accompanying notes are an integral part of the
                                  balance sheets.
  
  
                                         10
  <PAGE>
                          FOAMEX-JPS CAPITAL CORPORATION (A
               Wholly-Owned Subsidiary of Foamex-JPS Automotive L.P.)
                         NOTES TO BALANCE SHEETS (unaudited)
  
  
  
  1.   ORGANIZATION
  
       FJCC, a wholly-owned subsidiary of FJPS, was formed and initially
  capitalized on May 13, 1994. FJCC engages in business activities related to
  borrowing money for the benefit of FJPS.
  
  2.   COMMITMENTS AND CONTINGENCIES
  
       FJCC is a joint and several obligor with FJPS on the FJPS Discount
  Debentures consisting of $83.8 million senior secured discount debentures due
  2004, (net of unamortized debt discount of $32.9 million).
  
       The FJPS Discount Debentures in the aggregate principal amount of $116.7
  million were issued on June 28, 1994 by FJPS and FJCC. The original issue
  discount is being amortized using the weighted average to maturity method over
  the life of the issue. No cash interest is payable on the FJPS Discount
  Debentures prior to January 1, 2000; rather, the FJPS Discount Debentures
  accrete on a daily basis interest on the FJPS Discount Debentures and compounds
  semiannually at the rate of 13.50% per annum from the date of issuance of the
  FJPS Discount Debentures through June 30, 1996, at the rate of 13.75% per annum
  from July 1, 1996 through June 30, 1997, and at the rate of 14.00% per annum
  from July 1, 1997 through June 30, 1999.
  
       Refinancing Plan
  
       On May 12, 1997, Foamex International announced a refinancing plan designed
  to improve its financing and operating flexibility and reduce interest expense.
  As part of this refinancing plan, Foamex L.P., a 99% owned subsidiary of Foamex
  International, commenced tender offers with concurrent consent solicitations for
  a total of $373.0 million of its aggregate principal of public debt and $116.7
  million principal amount of FJPS's public debt See Note 3 to FJPS's condensed
  consolidated financial statements for further discussion.
  
  
  
  
  
                                         11
  <PAGE>
  
  Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATION
  
  
  General
  
       The results of operations of FJPS include its equity in the undistributed
  earnings of Foamex L.P. and interest and debt issuance expense on the FJPS
  Discount Debentures. FJPS has no direct control or influence over Foamex L.P.
  Control is exercised by Foamex International through its ownership of the
  managing general partner of Foamex L.P. and FJPS.
  
       On April 7, 1997, Foamex International announced that an evaluation of its
  capital structure was initiated with the intention of refinancing certain
  long-term indebtedness to reduce Foamex International's interest expense and
  improve financing flexibility. On May 12, 1997, Foamex International announced a
  refinancing plan designed to improve its financial and operating flexibility and
  reduce interest expense. As part of this refinancing plan, Foamex L.P., a 99%
  owned subsidiary of Foamex International, commenced tender offers with
  concurrent consent solicitations for a total of $373.0 million of its aggregate
  principal of public debt and $116.7 million principal amount of FJPS's public
  debt. The refinancing plan, including the tender offers, are subject to
  conditions, several of which are beyond the control of Foamex L.P., therefore,
  there can be no assurance that such transactions will be consummated. (See Note
  3 to the condensed consolidated financial statements for further discussion).
  
       The principal suppliers to the foam industry announced raw material price
  increases effective April 1997. Foamex L.P. is unable to predict whether, or to
  what extent, the April 1997 increases or any future increase will be sustained.
  Foamex L.P. believes that if any price increases is sustained in the industry,
  it will also be impacted by such increase. There can be no assurance that
  chemical suppliers will not increase raw material costs in the future or that
  Foamex L.P. will be able to implement selling price increases to offset any such
  raw material cost increases.
  
  Results of Operations
  
       The following is a summarized discussion of Foamex L.P.'s results of
  operations. For further information regarding Foamex L.P., reference is made to
  the Form 10-Q's of Foamex L.P. for the thirteen week period ended March 30, 1997
  as filed with the Securities and Exchange Commission.
  
  13 Week Period Ended March 30, 1997 Compared to 13 Week Period Ended March 31,
  1996
  
       Foamex L.P.
  
       Net sales for the first quarter of 1997 were $229.1 million as compared to
  $219.1 million in the first quarter of 1996, an increase of $10.0 million or
  4.6%. Carpet cushion net sales for the first quarter of 1997 increased 6.9% to
  $67.9 million from $63.5 million in the first quarter of 1996 primarily due to
  the effect of increased selling prices that were initiated late in the second
  quarter of 1996, as well as increased shipments of certain carpet cushion
  products. Cushioning foam net sales for the first quarter of 1997 increased 1.8%
  to $84.0 million from $82.5 million in the first quarter of 1996 primarily due
  to an increase in net sales from both new and existing customers of bedding
  related products. Automotive foam net sales for the first quarter of 1997
  increased 6.6% to $59.7 million from $56.0 million in the first quarter of 1996
  primarily due to a continued increase in net sales of tri-laminates and
  composite headliners and increased selling prices during the first quarter of
  1996. Technical foam net sales for the first quarter of 1997 increased 2.3% to
  $17.5 million from $17.1 million in the first quarter of 1996 primarily due to
  increased volume.
  
  
                                         12
  <PAGE>
  
  Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATION
  
  
       Gross profit as a percentage of net sales increased to 18.7% for the first
  quarter of 1997 from 16.4% in the first quarter of 1996 primarily due to selling
  price increases and improved material and production efficiencies which includes
  (i) an increased favorable impact during the first quarter of 1997 as compared
  to the first quarter of 1996 for the selling prices initiated in 1996 to offset
  previous raw material cost increases, (ii) favorable raw material efficiencies
  and (iii) an increased favorable impact of the 1995 operational plan in the
  first quarter of 1997 as compared to the first quarter of 1996.
  
       Operating income increased to $27.1 million for the first quarter of 1997
  from $22.4 million in the first quarter of 1996 primarily due to improved gross
  profit margins as discussed above offset by an increase of $2.1 million in
  selling, general and administrative expenses for the first quarter of 1997. The
  increase in selling, general and administrative expenses is primarily due to
  increases in employee compensation and incentives and costs associated with the
  launching of new products and international expansion.
  
       Income from continuing operations increased to $16.2 million for the first
  quarter of 1997 from $11.2 million in the first quarter of 1996 primarily due to
  the reasons cited above. Interest and debt issuance expense of $10.7 million for
  the first quarter of 1997 is fairly consistent with $10.4 million for the first
  quarter of 1996.
  
       Income from discontinued operations in the first quarter of 1996 represents
  the operating income of Perfect Fit which was sold during 1996. See Note 2 to
  the condensed consolidated financial statements for further discussion.
  
       The extraordinary loss on early extinguishment of debt of $0.7 million
  relates to the write-off of debt issuance costs and redemption premiums
  associated with the early extinguishment of $8.0 million of long-term debt.
  
       Operating results for 1997 are expected to be influenced by various
  internal and external factors. These factors include, among other things, (i)
  continued implementation of the operational plan to improve Foamex L.P.'s
  profitability, (ii) the potential recapitalization of Foamex L.P., (iii)
  additional raw material price increases, if any, by Foamex L.P.'s chemical
  suppliers and (iv) Foamex L.P.'s success in passing on to its customers selling
  price increases to recover such raw material cost increases.1
  
  Liquidity and Capital Resources
  
       FJPS's only source of cash to meet its obligations, including paying the
  principal of, premium, if any, or interest on the FJPS Discount Debentures and a
  note payable to Foamex L.P. (the "FJPS Note") when due, are capital
  contributions, dividends, loans, advances or other payments, as applicable, from
  Foamex L.P. or from its partners, Foamex International and FJGP Inc. Foamex L.P.
  is subject to significant contractual restrictions on its ability to pay
  dividends or make loans, advances or payments to FJPS. FJPS does not anticipate
  funding any operating cash requirements of Foamex L.P. During the thirteen week
  period ended March 30, 1997, FJPS received $0.1 million of distributions from
  Foamex L.P. and paid $0.1 million of distributions to its partners.
  
  
  
  --------
  1    This paragraph contains forward-looking statements and should be read in
       conjunction with the discussion regarding forward-looking statements set
       forth on Pages 3 and 4 of Foamex L.P.'s 1996 Annual Report on Form 10-K.
  
  
                                         13
  <PAGE>
  
  PART II -  OTHER INFORMATION
  
  Item 1.    Legal Proceedings.
  
             Reference is made to the description of the legal proceedings
             contained in FJPS's Annual Report on Form 10-K for the fiscal year
             ended December 29, 1996 and in FJPS's Quarterly Reports on Form 10-Q
             for the fiscal quarters ended March 30, 1997.
  
  Item 2.    Changes in Securities.
  
             None.
  
  Item 3.    Defaults Upon Senior Securities.
  
             None.
  
  Item 4.    Submission of Matters to a Vote of Security Holders.
  
             None.
  
  Item 5.    Other Information.
  
             None.
  
  Item 6.    Exhibits and Reports on Form 8-K.
  
             (a)  Exhibits
  
  3.1(a)        - Restated Certificate of Incorporation of Foamex International.
  3.2(a)        - By-laws of Foamex International.
  3.3(i)        - First Amended and Restated Agreement of Limited Partnership of
                FJPS.
  3.4(i)        - Certificate of Incorporation of FJCC.
  3.5(i)        - By-laws of FJCC.
  3.6(i)        - Certificate of Incorporation of FJGP.
  3.7(i)        - By-laws of FJGP.
  3.8(a)        - Fourth Amended and Restated Agreement of Limited Partnership of
                Foamex L.P., dated as of December 14, 1993, by and among FMXI and
                Trace Foam, as general partners, and Foamex International, as a
                limited partner (the "Partnership Agreement").
  3.9(n)        - First Amendment to the Fourth Amendment and Restated Agreement
                of Limited Partnership of Foamex L.P., dated June 28, 1994.
  3.10(a)       - Certificate of Incorporation of FMXI.
  3.11(a)       - By-laws of FMXI.
  3.12(e)       - Certificate of Incorporation of FCC.
  3.13(e)       - By-laws of FCC.
  3.14(c)       - Certificate of Incorporation of GFI Acquisition Corp.
  3.15(c)       - Certificate of Amendment to the Certificate of Incorporation of
                GFI Acquisition Corp.
  3.16(c)       - Certificate of Amendment to the Certificate of Incorporation of
                General Felt.
  
  
                                         14
  <PAGE>
  4.1(b)        - Indenture, dated as of June 3, 1993, among Foamex L.P. and FCC,
                as joint and several obligors, General Felt, as Guarantor, and
                Shawmut Bank, National Association ("Shawmut"), as trustee,
                relating to $160,000,000 principal amount of 9 1/2% Senior Secured
                Notes due 2000, including form of Senior Secured Note.
  4.2(a)        - First Supplemental Indenture, dated as of November 18, 1993,
                among Foamex International and FCC, as Issuers, General Felt and
                Perfect Fit, as Guarantors and Shawmut, as trustee, relating to
                the Senior Secured Notes.
  4.3(a)        - Second Supplemental Indenture, dated as of December 14, 1993,
                among Foamex L.P. and FCC, as Issuers, Foamex International,
                General Felt and Perfect Fit, as Guarantors and Shawmut, as
                trustee, relating to the Senior Secured Notes.
  4.3.1(t)      - Third Supplemental Indenture, dated as of August 1, 1996, by and
                among Foamex L.P. and FCC, as Issuers, Foamex International, as
                parent guarantor, General Felt, as guarantor, Perfect Fit, as
                withdrawing guarantor, and Fleet National Bank ("Fleet"), as
                trustee relating to the Senior Secured Notes.
  4.4(b)        - Company Pledge Agreement, dated as of June 3, 1993, by Foamex
                L.P. in favor of Shawmut, as trustee for the holders of the Senior
                Secured Notes.
  4.5(b)        - Company Pledge Agreement, dated as of June 3, 1993, by FCC in
                favor of Shawmut, as trustee for the holders of the Senior Secured
                Notes.
  4.6(b)        - Subsidiary Pledge Agreement, dated as of June 3, 1993, by
                General Felt in favor of Shawmut, as trustee for the holders of
                the Senior Secured Notes.
  4.7(b)        - Company Security Agreement, dated as of June 3, 1993, by Foamex
                L.P. and FCC in favor of Shawmut, as trustee for the holders of
                the Senior Secured Notes.
  4.8(b)        - Subsidiary Security Agreement, dated as of June 3, 1993, by
                General Felt in favor of Shawmut, as trustee for the holders of
                the Senior Secured Notes.
  4.9(b)        - Collateral Assignment of Patents and Trademarks, dated as of
                June 3, 1993, by Foamex L.P. in favor of Shawmut, as trustee for
                the holders of the Senior Secured Notes.
  4.10(b)       - Collateral Assignment of Patents and Trademarks, dated as of
                June 3, 1993, by FCC in favor of Shawmut, as trustee for the
                holders of the Senior Secured Notes.
  4.11(b)       - Collateral Assignment of Patents and Trademarks, dated as of
                June 3, 1993, by General Felt in favor of Shawmut, as trustee for
                the holders of the Senior Secured Notes.
  4.12(c)       - Indenture, dated as of October 13, 1992, among Foamex L.P., FCC
                and The Connecticut National Bank, as trustee, relating to
                $150,000,000 principal amount of 11 1/4% Senior Notes due 2002,
                including form of Senior Note.
  4.13(d)       - First Supplemental Indenture, dated as of March 23, 1993, among
                Foamex L.P. and FCC, as joint and several obligors, General Felt,
                as Guarantor, and Shawmut Bank Connecticut, National Association
                (formerly The Connecticut National Bank ("Shawmut Connecticut")),
                as trustee, relating to the Senior Notes.
  4.14(a)       - Second Supplemental Indenture, dated as of November 18, 1993,
                among Foamex L.P. and FCC, as Issuers, General Felt and Perfect
                Fit, as Guarantors and Shawmut Connecticut, as trustee, relating
                to the Senior Notes.
  4.15(a)       - Third Supplemental Indenture, dated as of December 14, 1993,
                among Foamex L.P. and FCC, as Issuers, Foamex International,
                General Felt and Perfect Fit, as Guarantors, and Shawmut
                Connecticut, as trustee, relating to the Senior Notes.
  4.16(m)       - Fourth Supplemental Indenture, dated as of October 31, 1994,
                among Foamex L.P. and FCC as Issuers, Foamex International as
                Parent Guarantor, General Felt and Perfect Fit as Guarantors and
                Shawmut Connecticut, as Trustee, relating to the Senior Notes.
  4.17(t)       - Fifth Supplemental Indenture, dated as of August 1, 1996, among
                Foamex L.P. and FCC as Issuers, Foamex International as Parent
                Guarantor, General Felt, as Guarantor, and Fleet National Bank, as
                Trustee relating to the Senior Notes.
  
                                         15
  <PAGE>
  
  4.18(c)       - Indenture, dated as of October 13, 1992, among Foamex L.P., FCC
                and Shawmut Bank, ("Shawmut"), as trustee, relating to
                $126,000,000 principal amount of 117/8% Senior Subordinated
                Debentures due 2004, including form of Senior Subordinated
                Debenture.
  4.19(d)       - First Supplemental Indenture, dated as of March 23, 1993, among
                Foamex L.P. and FCC, as joint and several obligors, General Felt,
                as Guarantor, and Shawmut, as trustee, relating to the Senior
                Subordinated Debentures.
  4.20(a)       - Second Supplemental Indenture, dated as of November 18, 1993,
                among Foamex L.P. and FCC, as Issuers, General Felt and Perfect
                Fit, as Guarantors and Shawmut, as trustee, relating to the Senior
                Subordinated Debentures.
  4.21(t)       - Fourth Supplemental Indenture, dated as of August 1, 1996, among
                Foamex L.P. and FCC, as Issuers, Foamex International, as Parent
                Guarantor, General Felt, as Guarantor, Perfect Fit, as Withdrawing
                Guarantor, and Fleet National Bank, as Trustee, relating to the
                Senior Subordinated Debentures.
  4.22(b)       - Third Supplemental Indenture, dated as of December 14, 1993,
                among Foamex L.P. and FCC, as Issuers, Foamex International,
                General Felt and Perfect Fit, as Guarantors and Shawmut, as
                trustee, relating to the Senior Subordinated Debentures.
  4.23(i)       - Indenture, dated as of June 28, 1994, among FJPS and FJCC, as
                Issuers, Foamex International, as guarantor, and Shawmut
                Connecticut, as trustee, relating to $116,745,000 principal amount
                of Senior Secured Discount Debentures due 2004, including form of
                Senior Secured Discount Debenture.
  4.24(i)       - Senior Note, dated June 28, 1994, in the aggregate principal
                amount of $87,943,103.14 due July 1, 2006, executed by FJPS to
                Foamex L.P.
  4.25(x)       - Consent, Waiver and Amendment Agreement, dated December 11,
                1996, between FJPS and Foamex L.P.
  4.26(t)       - Commitment letter, dated July 9, 1996, from The Bank of Nova
                Scotia to Foamex Canada Inc.
  4.27(d)       - Agreement of Undertaking, dated as of December 31, 1991, between
                Foamex L.P. and The Bank of Nova Scotia.
  4.28(t)       - Third Amended and Restated Credit Agreement, dated as of July
                30, 1996, among Foamex L.P., General Felt, Trace Foam, FMXI,
                Citibank, N.A., The Bank of Nova Scotia, the institutions from
                time to time parties thereto as lenders, the institutions parties
                thereto as issuing banks and Citibank, N.A. and The Bank of Nova
                Scotia, as Administrative Agents (the "Credit Agreement").
  4.29(t)       - First Amendment to Third Amended and Restated Credit Agreement,
                dated September 30, 1996, among Foamex L.P., General Felt, Trace
                Foam, FMXI, Citibank, N.A., The Bank of Nova Scotia, the
                institutions from time to time parties thereto as lenders, the
                institutions parties thereto as issuing banks and Citibank, N.A.
                and The Bank of Nova Scotia, as Administrative Agents (the "Credit
                Agreement").
  4.30(x)       - Second Amendment to Third Amended and Restated Credit Agreement,
                dated November 27, 1996, among Foamex L.P., General Felt, Trace
                Foam, FMXI, Citibank, N.A., The Bank of Nova Scotia, the
                institutions from time to time parties thereto as lenders, the
                institutions parties thereto as issuing banks and Citibank, N.A.
                and The Bank of Nova Scotia, as Administrative Agents (the "Credit
                Agreement").
  4.31(a)       - Guaranties, dated November 18, 1993, executed by each of Foamex
                L.P., General Felt and Perfect Fit, as guarantor, respectively, in
                favor of Citibank, N.A., as Administrative Agent, for the ratable
                benefit of the lenders and the issuing banks, guaranteeing the
                obligations of one another under the Credit Agreement.
  4.32(a)       - Guaranty, dated November 18, 1993, executed by FCC in favor of
                Citibank, N.A., as Administrative Agent, for the ratable benefit
                of the lenders and the issuing banks, guaranteeing the obligations
                of Foamex L.P., General Felt and Perfect Fit under the Credit
                Agreement.
  
  
                                         16
  <PAGE>
  
  4.33(i)       - Amended and Restated Guaranty, dated as of June 28, 1994,
                executed by Foamex International in favor of Citibank, N.A. and
                The Bank of Nova Scotia, as Administrative Agents, for the ratable
                benefit of the lenders and the issuing banks under the Credit
                Agreement.
  4.34(q)       - First Amendment to Amended and Restated Guaranty, dated June 30,
                1995, executed by Foamex International in favor of Citibank, N.A.
                and The Bank of Nova Scotia, as Administrative Agents, for the
                ratable benefit of the lenders and the issuing banks under the
                Credit Agreement.
  4.35(q)       - Second Amendment to Amended and Restated Guaranty, dated
                February 27, 1996, executed by Foamex International in favor of
                Citibank, N.A. and The Bank of Nova Scotia, as Administrative
                Agents, for the ratable benefit of the lenders and the issuing
                banks under the Credit Agreement.
  4.36(t)       - Third Amendment to Amended and Restated Guaranty, dated February
                27, 1996, executed by Foamex International in favor of Citibank,
                N.A. and The Bank of Nova Scotia, as Administrative Agents, for
                the ratable benefit of the lenders and the issuing banks under the
                Credit Agreement.
  4.37(a)       - Security Agreements, dated November 18, 1993, executed by each
                of Foamex L.P., General Felt, Perfect Fit and FCC, respectively,
                and Citibank N.A., as Administrative Agent for the lenders and the
                issuing banks under the Credit Agreement.
  4.38(i)       - Amendatory Agreement, dated as of June 28, 1994, among Foamex
                L.P., General Felt, Perfect Fit, FCC and Citibank, N.A., as
                collateral agent under the Credit Agreement.
  4.39(s)       - Form of Amendatory Agreement, dated as of July 30, 1996, among
                Foamex L.P., General Felt, FCC, and Citibank, N.A., as collateral
                agent under the Credit Agreement.
  4.40(a)       - Intercreditor Agreement, dated as of November 18, 1993, by and
                between Citibank, N.A., as Administrative Agent under the Credit
                Agreement and Shawmut, as trustee under the Foamex L.P. Senior
                Secured Note Indenture.
  4.41(a)       - Subordinated Promissory Note, dated as of May 6, 1993, in the
                original principal amount of $7,014,864 executed by Foamex L.P. to
                John Rallis ("Rallis").
  4.42(a)       - Marely Loan Commitment Agreement, dated as of December 14, 1993,
                by and between Foamex International and Marely.
  4.43(a)       - DLJ Loan Commitment Agreement, dated as of December 14, 1993, by
                and between Foamex International and DLJ Funding.
  4.44(s)       - Promissory Note, dated July 7, 1996, in the aggregate principal
                amount of $4,372,516, executed by Trace Holdings to Foamex L.P.
  10.1(b)       - Interest Rate and Currency Exchange Agreement, dated as of June
                14, 1993, among Foamex L.P., FCC, and Salomon Brothers Holdings
                Company Inc ("Salomon Holdings").
  10.2(x)       - Assignment Agreement, dated as of December 16, 1996, among
                Foamex L.P., FCC, and Solomon Holdings.
  10.3(m)       - Swap Agreement, dated as of March 31, 1994, and amended in
                November 1994, by and between Foamex L.P. and Citibank, N.A.
  10.4(x)       - Revised Confirmation Letter Agreements, dated as of January 7,
                1997, by and between Foamex L.P. and Citibank, N.A.
  10.5(b)       - Revised Swap Transaction Letter Agreement, dated as of June 10,
                1993, among Foamex L.P., FCC and Salomon Holdings.
  10.6(d)       - Reimbursement Agreement, dated as of March 23, 1993, between
                Trace Holdings and General Felt.
  10.7(d)       - Shareholder Agreement, dated December 31, 1992, among Recticel,
                s.a., Recticel Holding Noord B.V., Foamex L.P., Beamech Group
                Limited, LME-Beamech, Inc., James Brian Blackell and Prefoam AG
                relating to foam technology sharing arrangement.
  10.8(e)       - Asset Transfer Agreement, dated as of October 2, 1990, between
                Trace Holdings and the Foamex L.P. (the "Trace Holdings Asset
                Transfer Agreement").
  10.9(e)       - First Amendment, dated as of December 19, 1991, to the Trace
                Holdings Asset Transfer Agreement.
  
  
                                         17
  <PAGE>
  
  
  10.10(e)      - Amended and Restated Guaranty, dated as of December 19, 1991,
                made by Trace Foam in favor of Foamex L.P.
  10.11(e)      - Asset Transfer Agreement, dated as of October 2, 1990, between
                RFC and Foamex L.P. (the "RFC Asset Transfer Agreement").
  10.12(e)      - First Amendment, dated as of December 19, 1991, to the RFC Asset
                Transfer Agreement.
  10.13(e)      - Schedule 5.03 to the RFC Asset Transfer Agreement (the "5.03
                Protocol").
  10.14(d)      - The 5.03 Protocol Assumption Agreement, dated as of October 13,
                1992, between RFC and Foamex L.P.
  10.15(d)      - Letter Agreement between Trace Holdings and Recticel regarding
                the Recticel guaranty, dated as of July 22, 1992.
  10.16(i)      - Supply Agreement, dated June 28, 1994, between Foamex L.P. and
                Foamex International.
  10.17(i)      - First Amended and Restated Tax Sharing Agreement, dated as of
                December 14, 1993, among Foamex L.P., Trace Foam, FMXI and Foamex
                International.
  10.18(i)      - Tax Sharing Agreement, dated as of June 28, 1994, among FJPS and
                Foamex International.
  10.19(t)      - Tax Distribution Advance Agreement, dated as of December 11,
                1996, by and between Foamex L.P. and FJPS.
  10.20         - Agreement and Plan of Merger, dated as of March 11,1 993, among
                Foamex L.P., GFI Acquisition, Inc. and General Felt.
  10.21         - Agreement and Plan of Merger, dated as of March 1, 1993, among
                Great Wester, Rallis, Foamex L.P. and Kyoto Merger, Inc.
  10.22(d)      - Trace Foam Management Agreement between Foamex L.P. and Trace
                Foam, dated as of October 13, 1992.
  10.23(i)      - Affirmation Agreement re: Management Agreement, dated as of
                December 14, 1993 between Foamex L.P. and Trace Foam.
  10.24(d)      - Agreement and Plan of Merger, dated as of March 11, 1993, among
                Foamex L.P., GFI Acquisition, Inc. and General Felt.
  10.25(c)      - Agreement and Plan of Merger, dated as of March 1, 1993, among
                Great Western, Rallis, Foamex L.P. and Kyoto Merger, Inc.
  10.26(e)(p)   - Salaried Incentive Plan of Foamex L.P. and Subsidiaries.
  10.27(e)(p)   - Trace Holdings 1987 Nonqualified Stock Option Plan.
  10.28(e)(p)   - Equity Growth Participation Program.
  10.29(m)(p)   - The Foamex Group Salaried Employee Pension Plan (formerly, The
                General Felt Industries, Inc. Retirement Plan for Salaried
                Employees, effective as of January 1, 1995.
  10.30(o)      - Foamex/GFI 401(k) Savings Plan dated July 1, 1995.
  10.31(a)(p)   - Foamex International's 1993 Stock Option Plan.
  10.32(a)(p)   - Foamex International's Non-Employee Director Compensation Plan.
  10.33(a)(p)   - Employment Agreement, dated as of May 6, 1993, by and between
                Foamex L.P. and Rallis.
  10.34(f)(p)   - Employment Agreement, dated as of February 1, 1994, by and
                between Foamex L.P. and William H. Bundy.
  10.35(p)      - Employment Agreement, dated as of July 26, 1995, by and between
                Foamex L.P. and Salvatore J. Bonanno.
  10.36(a)      - Stock Exchange Agreement, dated as of October 25, 1993, among
                Perfect Fit, the stockholders which are parties thereto, Holdings
                and Foamex L.P. (the "Perfect Fit Stock Exchange Agreement").
  10.37(a)      - Amendment No. 1 to the Perfect Fit Stock Exchange Agreement,
                dated November 18, 1993.
  10.38(a)      - 1993 Recticel Master Agreement, dated as of November 4, 1993, by
                and among Trace Holdings, Trace Foam, RFC, Foamex International,
                Recticel s.a., MGM, FCD Sub and Foamex L.P.
  10.39(a)      - Exchange Agreement, dated as of December 14, 1993, by and
                between Foamex International and RFC.
  10.40(a)      - Withdrawal Agreement, dated as of December 14, 1993, by and
                between Foamex L.P. and RFC.
  
  
                                         18
  <PAGE>
  10.41(a)      - 1993 Agreement of Terms, dated as of November 4, 1993, by and
                among Trace Holdings, Trace Foam, Foamex L.P., Foamex
                International and GBNY. 10.42(a) - 1993 Marely Master Agreement,
                dated as of November 4, 1993, by and among Foamex International,
                Trace Holdings, Trace Foam, Foamex L.P. and Marely.
  10.43(a)      - Exchange Agreement, dated as of December 14, 1993, by and
                between Foamex International and Marely.
  10.44(a)      - Warrant Exchange Agreement, dated as of December 14, 1993, by
                and between Foamex International and Marely.
  10.45(a)      - Redemption and Withdrawal Agreement, dated as of December 14,
                1993, by and between Foamex L.P. and Marely.
  10.46(a)      - 1993 DLJ Master Agreement, dated as of November 4, 1993, by and
                among Foamex International, Trace Holdings, Trace Foam, DLJ
                Funding and Foamex L.P.
  10.47(a)      - Exchange Agreement, dated as of December 14, 1993, by and
                between Foamex International and DLJ Funding.
  10.48(a)      - Warrant Exchange Agreement, dated as of December 14, 1993, by
                and between Foamex International and DLJ Funding.
  10.49(a)      - Redemption and Withdrawal Agreement, dated as of December 14,
                1993, by and between Foamex L.P. and DLJ Funding.
  10.50(a)      - 1993 Rallis Master Agreement, dated as of November 4, 1993, by
                and among Foamex International, Trace Holdings, Trace Foam, Rallis
                and Foamex L.P.
  10.51(a)      - Exchange Agreement, dated as of December 14, 1993, by and
                between Foamex International and Rallis.
  10.52(a)      - Partial Redemption Agreement, dated as of December 14, 1993, by
                and between Foamex L.P. and Rallis.
  10.53(c)      - Exchange Agreement Regarding Admission of Limited Partner and
                Put Option, dated as of May 1, 1993, among Rallis, Pegasus
                Properties, Foamex L.P. and Trace Holdings.
  10.54(a)      - Amended and Restated Put Option Agreement, dated as of December
                14, 1993, by and between Trace Holdings and Rallis.
  10.55(a)      - Exchange Agreement, dated as of December 14, 1993, by and
                between Foamex International and Trace Holdings.
  10.56(a)      - Redemption and Withdrawal Agreement, dated as of December 14,
                1993, by and between Foamex L.P. and Trace Holdings.
  10.57(a)      - Exchange Agreement, dated as of December 14, 1993, by and
                between Foamex International and Trace Foam.
  10.58(a)      - Withdrawal Agreement, dated as of December 14, 1993, by and
                between Foamex L.P. and Trace Foam.
  10.59(a)      - Exchange Agreement, dated as of December 14, 1993, by and
                between Foamex International and FCD Sub.
  10.60(a)      - Redemption and Withdrawal Agreement, dated as of December 14,
                1993, by and between Foamex L.P. and FCD Sub.
  10.61(a)      - Release and Termination Agreement, dated as of December 14,
                1993, by and among Trace Holdings, Trace Foam, Foamex L.P., RFC,
                Marely, DLJ, MGM, FCD Sub, Recticel s.a., SGB, GBNY, and
                Wilmington Trust Company.
  10.62(f)      - Stock Purchase Agreement, dated as of December 23, 1993, by and
                between Transformacion de Espumas y Fieltros, S. A., the
                stockholders which are parties thereto, and Foamex L.P.
  10.63(r)      - Agreement and Plan of Merger, as amended, dated as of June 11,
                1996, by and among PFI Subsidiary, Inc., PFI Acquisition Corp.,
                Jody B. Vitale, Perfect Fit, General Felt, and Foamex L.P.
  10.64(v)      - Equity Purchase Agreement, dated as of August 28, 1996, by and
                among JPSGP Inc., Foamex-JPS Automotive L.P., and Collins & Aikman
                Products Co.
  
  
                                         19
  
  <PAGE>
  
  
  10.65(v)      - Amendment No. 1 to Equity Purchase Agreement, by and among JPSGP
                Inc., Foamex-JPS Automotive L.P., and Collins & Aikman Products
                Co., dated as of December 11, 1996.
  21            - Subsidiaries of the Registrant.
  27            - Financial Data Schedule.
  
  (a)  Incorporated herein by reference to the Exhibit to Foamex International's
       Registration Statement on Form S-1, Registration No. 33-69606.
  
  (b)  Incorporated herein by reference to the Exhibit to the Registration
       Statement of Foamex L.P. and FCC on Form S-4, Registration No. 33-65158.
  
  (c)  Incorporated herein by reference to the Exhibit to the Registration
       Statement of Foamex L.P., FCC and General Felt on Form S-1, Registration
       Nos. 33-60888, 33-60888-01, and 33-60888-02.
  
  (d)  Incorporated herein by reference to the Exhibit to the Form 10-K Statement
       of Foamex L.P. and FCC for fiscal 1992.
  
  (e)  Incorporated herein by reference to the Exhibit to the Registration
       Statement of Foamex L.P. and FCC on Form S-1, Registration Nos. 33-49976
       and 33-49976-01.
  
  (f)  Incorporated herein by reference to the Exhibit to the Form 10-K of Foamex
       International for fiscal 1993.
  
  (g)  Incorporated herein by reference to the Exhibit to JPS Automotive's
       Registration Statement on Form S-1, Registration No. 33-75510.
  
  (h)  Incorporated by reference to the Exhibit to the Form 10-Q of Foamex
       International for the quarterly period ended July 3, 1994.
  
  (i)  Incorporated herein by reference to the Exhibit to the Registration
       Statement of FJPS, FJCC and Foamex International on Form S-4, Registration
       No. 33-82028.
  
  (j)  Incorporated herein by reference to the Exhibit to the quarterly report on
       Form 10-Q of JPS Automotive L.P. and JPS Automotive Products Corp. for the
       fiscal quarter ended October 2, 1994.
  
  (k)  Incorporated herein by reference to the Exhibit to the quarterly report on
       Form 10-Q of Foamex L.P. and Foamex L.P. Capital Corporation, and General
       Felt Industries, Inc. for the fiscal quarter ended October 2, 1994.
  
  (l)  Incorporated herein by reference to the Exhibit to the Registration
       Statement on Form S-1 of Foamex International, Registration No. 33-85488.
  
  (m)  Incorporated herein by reference to the Exhibit to the Form 10-K of Foamex
       International for fiscal 1994.
  
  (n)  Incorporated herein by reference to the Exhibit to the Form 10-K of Foamex
       L.P. for fiscal 1994.
  
  (o)  Incorporated herein by reference to the Exhibit to the Form 10-Q of Foamex
       L.P. for the quarterly period ended July 2, 1995.
  
  (p)  A management contract or compensatory plan or arrangement required to be
       filed as an Exhibit pursuant to Item 14(c) of this report.
  
  (q)  Incorporated herein by reference to the Exhibit to the Form 10-K of Foamex
       L.P. for fiscal 1995.
  
  
                                         20
  <PAGE>
  
  (r)  Incorporated herein by reference to the Exhibit to the Form 8-K of Foamex
       L.P. dated June 11, 1996.
  
  (s)  Incorporated herein by reference to the Exhibit to the Form 10-Q of Foamex
       L.P. for the quarterly period ended June 30, 1996.
  
  (t)  Incorporated herein by reference to the Exhibit to the Form 10-Q of Foamex
       L.P. for the quarterly period ended September 30, 1996.
  
  (u)  Incorporated herein by reference to the Exhibit to the Form 8-K of Foamex
       International reporting an event which occurred on August 28, 1996.
  
  (v)  Incorporated herein by reference to the Exhibit to the Form 8-K of Foamex
       International reporting an event which occurred on December 11, 1996.
  
  (w)  Incorporated herein by reference to the Exhibit to the Form 10-K of Foamex
       L.P. for the fiscal year ended December 29, 1996.
  
       Certain instruments defining the rights of security holders have been
  excluded herefrom in accordance with Item 601(b)(4)(iii) of Regulation S-K. The
  Registrant hereby agrees to furnish a copy of any such instrument to the
  Commission upon request.
  
  
  
  
  
  
  
  
                                         21
  <PAGE>
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrants have duly caused this report to be signed on their behalf by the
  undersigned thereunto duly authorized.
  
  
                                      FOAMEX-JPS AUTOMOTIVE L.P.
  
                                      By:  FJGP Inc.
                                           General Partner
  
  
  
  Date:  May 15, 1997                 By:    /s/ Kenneth R. Fuette
                                             -----------------------
                                             Kenneth R. Fuette
                                             Chief Financial Officer and
                                             Chief Accounting Officer
  
  
  
                                      FOAMEX-JPS CAPITAL CORPORATION
  
  
  
  Date:  May 15, 1997                 By:   /s/ Kenneth R. Fuette
                                            ----------------------
                                            Kenneth R. Fuette
                                            Chief Financial Officer and
                                            Chief Accounting Officer
  
  
  
  
  
                                         22
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text: SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                 ------------------
  
                                      FORM 10-Q
  
                  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934
  
                    For the quarterly period ended March 30, 1997
  
                    Commission file numbers 33-82028; 33-82028-01
  
                             FOAMEX-JPS AUTOMOTIVE L.P.
                           FOAMEX-JPS CAPITAL CORPORATION
               (Exact name of registrant as specified in its charter)
  
             Delaware                                    13-3770906
             Delaware                                    13-3770901
  (State or other jurisdiction of                     (I.R.S. Employer
  incorporation or organization)                    Identification Number)
  
  1000 Columbia Avenue
  Linwood, PA                                               19061
  (Address of principal                                  (Zip Code)
  executive offices)
  
  Registrant's telephone number, including area code (610) 859-3000
  
  Indicate by check mark whether the registrants (1) have filed all reports
  required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
  1934 during the preceding 12 months (or for such shorter period that the
  registrant was required to file such reports), and (2) have been subject to such
  filing requirements for the past 90 days.
  YES  X    NO
  
  Foamex-JPS Capital Corporation meets the conditions set forth in General
  Instruction H (1) (a) and (b) of Form 10-Q and is therefore filing this form
  with the reduced disclosure format.
  
  The number of shares of Foamex-JPS Capital Corporation's common stock
  outstanding as of May 12, 1997 was 1,000.
  
                                    Page 1 of 22
                            Exhibit List on Page 14 of 22
  FOAMEX-JPS AUTOMOTIVE L.P.
                           FOAMEX-JPS CAPITAL CORPORATION
  
                                        INDEX
  
                                                                              Page
  Part I.    Financial Information:
  
             Item 1.  Financial Statements
  
                Foamex-JPS Automotive L.P.
  
                Condensed Consolidated Balance Sheets as 
                  of March 30, 1997 and December 29, 1996                       3
  
                Condensed Consolidated Statements of Operations - 
                  Thirteen Week Periods Ended March 30, 1997 
                   and March 31, 1996                                           4
  
                Condensed Consolidated Statements of Cash Flows - 
                  Thirteen Week Periods Ended March 30, 1997 
                  and March 31, 1996                                            5
  
                Notes to Condensed Consolidated Financial Statements            6
  
                Foamex-JPS Capital Corporation
  
                Balance Sheets as of March 30, 1997 and December 29, 1996      10
  
                Notes to Balance Sheets                                        11
  
             Item 2.  Management's Discussion and Analysis of Financial 
                      Condition and Results of Operations                      12
  
  Part II.   Other Information                                                 14
  
             Exhibit List                                                      14
  
             Signatures                                                        22
  
                                          2
  PART I.  FINANCIAL INFORMATION
  ITEM 1.  FINANCIAL STATEMENTS
  
                      FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
                  CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
  March 30,         December 29,
                                                               1997                1996
                                                                     (thousands)
  ASSETS
  
  CASH                                                      $       2           $       2
  
  INVESTMENT IN UNCONSOLIDATED
        LIMITED PARTNERSHIP                                    68,020              51,800
  
  DEBT ISSUANCE COSTS, NET                                      3,630               3,726
                                                            ---------           ---------
  
  TOTAL ASSETS                                              $  71,652           $  55,528
                                                            =========           =========
  
  LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
  
  INTERCOMPANY PAYABLE                                      $     186           $      53
  
  LONG-TERM DEBT - EQUITY AFFILIATE                            34,504              33,180
  
  LONG-TERM DEBT                                               83,821              80,881
  
  OTHER LIABILITIES                                            11,196              11,325
                                                            ---------           ---------
  
  TOTAL LIABILITIES                                           129,707             125,439
                                                            ---------           ---------
  
  COMMITMENTS AND CONTINGENCIES                                    --                  --
                                                            ---------           ---------
  
  PARTNERS' EQUITY (DEFICIT):
        General partner                                          (458)               (579)
        Limited partner                                       (45,377)            (57,293)
        Other                                                 (12,220)            (12,039)
                                                            ---------           ---------
        Total Partners' Equity (Deficit)                      (58,055)            (69,911)
                                                            ---------           ---------
  
  TOTAL LIABILITIES AND PARTNERS' EQUITY (DEFICIT)          $  71,652           $  55,528
                                                            =========           =========
  The accompanying notes are an integral part of the condensed
                         consolidated financial statements.
  
                                         3
  FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
             CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
  13 Week Periods Ended
                                                         March 30,           March 31,
                                                           1997                1996
                                                                (thousands)
  INTEREST AND DEBT ISSUANCE EXPENSE                     $  3,063           $  2,289
  
  OTHER EXPENSE                                                 2                 --
                                                         --------           --------
  
  LOSS BEFORE EQUITY IN EARNINGS OF
        UNCONSOLIDATED LIMITED PARTNERSHIP                 (3,065)            (2,289)
  
  EQUITY IN EARNINGS OF UNCONSOLIDATED
        LIMITED PARTNERSHIP                                15,891             10,974
                                                         --------           --------
  
  INCOME FROM CONTINUING OPERATIONS                        12,826              8,685
  
  EQUITY IN INCOME FROM DISCONTINUED OPERATIONS                --              1,545
                                                         --------           --------
  
  INCOME BEFORE EXTRAORDINARY LOSS                         12,826             10,230
  
  EQUITY IN EXTRAORDINARY LOSS                               (665)                --
                                                         --------           --------
  
        NET INCOME                                       $ 12,161           $ 10,230
                                                         ========           ========
  The accompanying notes are an integral part of the condensed
                         consolidated financial statements.
  
                                          4
  FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
  13 Week Periods Ended
                                                                       March 30,          March 31,
                                                                         1997               1996
                                                                               (thousands)
  OPERATING ACTIVITIES:
     Net income                                                        $ 12,161           $ 10,230
     Adjustments to reconcile net income to net cash
         provided by operating activities:
     Amortization of debt issuance costs and debt discount                3,063              2,289
     Equity in earnings of unconsolidated limited partnership           (15,891)           (10,974)
     Equity in income from discontinued operations                           --             (1,545)
     Equity in extraordinary loss                                           665                 --
     Change in other assets and liabilities, net                              2                 --
                                                                       --------           --------
  
         Net cash provided by operating activities                           --                 --
                                                                       --------           --------
  
  INVESTING ACTIVITIES:
  
     Cash distribution from unconsolidated subsidiary                       124                 --
                                                                       --------           --------
  
         Net cash provided by investing activities                          124                 --
                                                                       --------           --------
  
  FINANCING ACTIVITIES:
  
     Cash distribution to partners                                         (124)                --
                                                                       --------           --------
  
         Net cash used for financing activities                            (124)                --
                                                                       --------           --------
  
  NET INCREASE IN CASH                                                       --                 --
                                                                       --------           --------
  
  CASH AT BEGINNING OF PERIOD                                                 2                  2
                                                                       --------           --------
  
  CASH AT END OF PERIOD                                                $      2           $      2
                                                                       ========           ========
  The accompanying notes are an integral part of the condensed
                         consolidated financial statements.
  
                                          5
  FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  1.   ORGANIZATION AND BASIS OF PRESENTATION
  
       The condensed consolidated balance sheet as of December 29, 1996 has been
  condensed from the audited consolidated balance sheet at that date. The
  condensed consolidated balance sheet as of March 30, 1997 and the condensed
  consolidated statements of operations and the condensed consolidated statements
  of cash flows for the thirteen week periods ended March 30, 1997 and March 31,
  1996 have been prepared by Foamex-JPS Automotive L.P. and subsidiary ("FJPS")
  and have not been audited by FJPS's independent accountants. Also, the condensed
  consolidated statement of operations and the condensed consolidated statement of
  cash flows for the thirteen week period ended March 31, 1996 have been restated
  for discontinued operations (see Note 2 below). In the opinion of management,
  all adjustments, consisting only of normally recurring adjustments, considered
  necessary for a fair presentation of the consolidated financial position,
  results of operations and cash flows have been included.
  
       Foamex International Inc. ("Foamex International") owns a 99% limited
  partnership interest in FJPS, and FJPG, Inc., a wholly-owned subsidiary of
  Foamex International, owns a 1% general partnership interest in FJPS.
  
       On April 7, 1997, Foamex International announced that an evaluation of its
  capital structure was initiated with the intention of refinancing certain
  long-term indebtedness to reduce Foamex International's interest expense and
  improve financing flexibility. On May 12, 1997, Foamex International announced a
  $540.0 million refinancing plan that includes a $480.0 million credit facility
  and $150.0 million of senior subordinated notes. As part of this refinancing
  plan, Foamex L.P. commenced tender offers with concurrent consent solicitations
  for $373.0 million of aggregate principal amount of its public debt and $116.7
  million of aggregate principal amount of FJPS senior secured discount debentures
  due 2004. The refinancing activities are expected to be completed by the end of
  the second quarter of 1997. (See Note 3 below for further discussion).
  
       Foamex International expects that as a result of its refinancing
  activities, assuming no material changes in interest rates and the tendering of
  substantially all of Foamex International's outstanding public debt, future
  annualized interest expense will be reduced by between $8.0 million and $11.0
  million as compared to the expense required by the existing indentures and
  credit agreements. Foamex International expects that future interest expense,
  and the ability to realize the savings in interest expense, will vary based on a
  variety of factors, including fluctuation in interest rates in general; the
  pricing of the credit agreement and the senior subordinated notes; and the
  percentage of securities tendered in the tender offers. In addition, if the
  refinancing is consummated, variable rate debt will comprise a larger percentage
  of Foamex L.P.'s overall indebtedness than in the past, and as a result, future
  fluctuations in interest rates will have a greater impact on Foamex L.P.'s
  interest expense than in the past.
  
       Certain information and note disclosures normally included in the financial
  statements prepared in accordance with generally accepted accounting principles
  have been omitted in accordance with the rules and regulations of the Securities
  and Exchange Commission. These condensed consolidated financial statements
  should be read in conjunction with FJPS's 1996 consolidated financial statements
  and notes thereto as set forth in FJPS's Annual Report on Form 10-K for the
  fiscal year ended December 29, 1996. In addition, these condensed consolidated
  financial statements should be read in conjunction with Foamex L.P.'s condensed
  consolidated financial statements and notes thereto as set forth in its Form
  10-Q for the quarterly period ended March 30, 1997 as filed with the Securities
  and Exchange Commission.
  
       FJPS's condensed consolidated financial statements consist of the
  consolidated results of operations of FJPS, including its wholly-owned
  subsidiary Foamex-JPS Capital Corporation ("FJCC"), and its 98% equity interest
  in Foamex L.P. FJPS's share of earnings of its unconsolidated limited
  partnership is reflected in income as earned and distributions will be credited
  against the investment in the unconsolidated limited partnership when received.
  FJPS has no employees or operations of its own nor do its partners incur any
  expenses on its behalf.
  
                                          6
  FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  2.   DISCONTINUED OPERATIONS
  
       During 1996, FJPS completed the sale of its partnership interests in JPS
  Automotive L.P. ("JPS Automotive") for a sale price of approximately $220.1
  million including the assumption of $200.1 million of JPS Automotive's
  indebtedness. The sale is subject to a post-closing adjustment which is expected
  to be finalized during the second quarter of 1997. The sale included
  substantially all of the net assets of JPS Automotive. Also, during 1996, Foamex
  L.P. finalized the sale of the outstanding common stock of Perfect Fit
  Industries, Inc. ("Perfect Fit"), a wholly-owned subsidiary, for an adjusted
  sale price of approximately $44.2 million. The sale included substantially all
  of the net assets of the home comfort products business segment of Foamex L.P.
  Accordingly, the accompanying condensed consolidated statement of operations and
  the condensed consolidated statement of cash flows for the thirteen week period
  ended March 31, 1996 reflects the operations of JPS Automotive and Perfect Fit
  as discontinued operations. In addition, interest and debt issuance expense of
  FJPS was allocated to discontinued operations based on the estimated debt to be
  retired from the net proceeds from the sale of JPS Automotive. A summary of the
  operating results for the discontinued operations is as follows:
  
                                                     13 Week Period Ended
                                                        March 31, 1996
                                                         (thousands)
  
  Equity in income of discontinued operations               $1,922
  Allocation of interest and debt issuance expense             377
                                                            ------
  Equity in income of discontinued operations               $1,545
                                                            ======
  
  3.   LONG-TERM DEBT
  
       Refinancing Plan
  
       On May 12, 1997, Foamex International announced a refinancing plan designed
  to improve its financial and operating flexibility and reduce interest expense.
  As part of this refinancing plan, Foamex L.P., a 99% owned subsidiary of Foamex
  International, commenced tender offers with concurrent consent solicitations for
  a total of $373.0 million of its aggregate principal of public debt and $116.7
  million principal amount of FJPS's public debt, including:
  
  o    $104.3 million of aggregate principal of its 9 1/2% Senior Secured Notes
       due 2000 for an aggregate consideration of 104.193% of principal plus
       accrued interest, comprised of a tender price of 102.193% and a consent fee
       of 2%;
  
  o    $135.9 million of aggregate principal of its 11 1/4% Senior Notes due 2002
       for an aggregate consideration of 105.709% of principal plus accrued
       interest, comprised of a tender price of 103.709% and a consent fee of 2%;
  
  o    $125.8 million of aggregate principal of its 11 7/8% Senior Subordinated
       Debentures due 2004 for an aggregate consideration of 107.586% of principal
       plus accrued interest, comprised of a tender price of 105.586% and a
       consent fee of 2%;
  
  o    $7.0 million of aggregate principal of its 11 7/8% Senior Subordinated
       Debentures, Series B due 2004 for an aggregate consideration of 107.586% of
       principal plus accrued interest, comprised of a tender price of 105.586%
       and a consent fee of 2%; and
  
                                          7
  FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  3.   LONG-TERM DEBT (continued)
  
  o    $116.7 million principal amount of the Foamex-JPS Automotive L.P. Senior
       Secured Discount Debentures due 2004 ("FJPS Discount Debentures") for an
       aggregate consideration of 88% of principal amount, which represents
       approximately 116.2% of the projected accreted value as of June 9, 1997,
       comprised of a tender price of 86% of principal amount and a consent fee of
       2%.
  
       The consent solicitations will expire on May 23, 1997 and the tender offers
  will expire on June 9, 1997. Holders who tender their securities in the tender
  offers will be deemed to have submitted consents in the consent solicitations.
  Holders may not deliver consents without tendering their securities. Holders
  must tender their securities prior to May 23, 1997 in order to receive the
  consent fee. Holders who tender their securities after such date and before the
  expiration date of June 9, 1997 will receive the tender price for their
  securities, but will not receive the consent fee. Upon the closing of the
  refinancing plan, Foamex L.P. intends to distribute the purchased FJPS Discount
  Debentures to its partners.
  
       Foamex L.P. expects to fund the repurchase with the proceeds of:
  
  o    A $480.0 million Foamex L.P. credit facility arranged by a bank lending
       group including an estimated $150.0 million revolving credit line. Upon
       completion of the refinancing transactions, it expects to have
       approximately $100.0 million available under the revolving credit line.
  
  o    A $150.0 million offering of Foamex L.P. senior subordinated notes in the
       Rule 144A market.
  
  o    Cash on hand.
  
       Foamex L.P. expects to complete its refinancing activities by the end of
  the second quarter of 1997 and record an extraordinary loss on the early
  extinguishment of debt of between $46.0 million to $50.0 million in the second
  quarter of 1997 related to premiums paid to repurchase the debt, the write-off
  of debt issuance costs and additional one-time charges related to the other
  aspects of the other refinancing plan.
  
       Foamex L.P.'s future interest expense will increase and vary based on a
  variety of factors, including fluctuation in interest rates in general; the
  pricing of the credit agreement and the senior subordinated notes; and the
  percentage of securities tendered in the tender offers. In addition, if the
  refinancing is consummated, variable rate debt will comprise a larger percentage
  of Foamex L.P.'s overall indebtedness than in the past, and as a result, future
  fluctuations in interest rates will have a greater impact on Foamex L.P.'s
  interest expense than in the past. Also, the amount of expected extraordinary
  loss on the early extinguishment of debt in the second quarter of 1997 will vary
  based on a variety of factors, including the percentage of securities tendered
  in the tender offers and other factors beyond Foamex L.P.'s control.
  
       Consummation of the tender offers, the consent solicitations, the credit
  facility and the senior subordinated notes offering are subject to conditions,
  several of which are beyond Foamex L.P.'s control, and there can be no assurance
  that such transactions will be consummated.
  
       This report shall not constitute an offer to sell or the solicitation of an
  offer to buy the securities offered by Foamex L.P. in the private placement.
  
                                          8
  FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  4.   SUMMARIZED FINANCIAL INFORMATION OF EQUITY AFFILIATE
  
       The following table presents summarized financial information of Foamex
  L.P. (98% owned) which is accounted for by the equity method as of March 30,
  1997 and December 29, 1996 and for the thirteen week periods ended March 30,
  1997 and March 31, 1996.
  
  Foamex L.P.                                  March 30,         December 29,
                                                 1997                1996
                                                        (thousands)
  Current assets                               $310,686          $288,920
  Noncurrent assets                             299,441           297,237
  Current liabilities                           163,476           151,830
  Noncurrent liabilities                        418,465           421,495
  Note receivable from partner                   34,504            33,180
  
  Thirteen Week Period Ended:                  March 30,         March 31,
                                                 1997              1996
  
  Net sales                                    $229,120          $219,131
  Gross profit                                   42,797            36,031
  Income from continuing operations              16,216            11,198
  Income from discontinued operations                --               637
  Net income                                     16,216            11,835
  
  5.   SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  
                                                  13 Week Periods Ended
                                                 March 30,        March 31,
                                                   1997             1996
                                                         (thousands)
     Noncash items:
         Accretion on the FJPS Note               $1,299           $1,747
  
                                          9
  FOAMEX - JPS CAPITAL CORPORATION (A
              Wholly-Owned Subsidiary of Foamex - JPS Automotive L.P.)
                             Balance Sheets (unaudited)
  
                                                       March 30,    December 29,
                                                         1997           1996
                                                             (thousands)
  ASSETS
  
  CASH                                                   $  1          $  1
                                                         ====          ====
  
  LIABILITIES AND STOCKHOLDER'S EQUITY
  
  COMMITMENTS AND CONTINGENCIES                            --            --
                                                         ----          ----
  
  STOCKHOLDER'S EQUITY:
        Common stock, par value $.01 per share;
        1,000 shares authorized, issued and
        outstanding                                        --            --
  
  ADDITIONAL PAID IN CAPITAL                                1             1
                                                         ----          ----
  
  TOTAL STOCKHOLDER'S EQUITY                             $  1          $  1
                                                         ====          ====
  
                 The accompanying notes are an integral part of the
                                  balance sheets.
  
                                         10
  FOAMEX-JPS CAPITAL CORPORATION (A
               Wholly-Owned Subsidiary of Foamex-JPS Automotive L.P.)
                         NOTES TO BALANCE SHEETS (unaudited)
  
  1.   ORGANIZATION
  
       FJCC, a wholly-owned subsidiary of FJPS, was formed and initially
  capitalized on May 13, 1994. FJCC engages in business activities related to
  borrowing money for the benefit of FJPS.
  
  2.   COMMITMENTS AND CONTINGENCIES
  
       FJCC is a joint and several obligor with FJPS on the FJPS Discount
  Debentures consisting of $83.8 million senior secured discount debentures due
  2004, (net of unamortized debt discount of $32.9 million).
  
       The FJPS Discount Debentures in the aggregate principal amount of $116.7
  million were issued on June 28, 1994 by FJPS and FJCC. The original issue
  discount is being amortized using the weighted average to maturity method over
  the life of the issue. No cash interest is payable on the FJPS Discount
  Debentures prior to January 1, 2000; rather, the FJPS Discount Debentures
  accrete on a daily basis interest on the FJPS Discount Debentures and compounds
  semiannually at the rate of 13.50% per annum from the date of issuance of the
  FJPS Discount Debentures through June 30, 1996, at the rate of 13.75% per annum
  from July 1, 1996 through June 30, 1997, and at the rate of 14.00% per annum
  from July 1, 1997 through June 30, 1999.
  
       Refinancing Plan
  
       On May 12, 1997, Foamex International announced a refinancing plan designed
  to improve its financing and operating flexibility and reduce interest expense.
  As part of this refinancing plan, Foamex L.P., a 99% owned subsidiary of Foamex
  International, commenced tender offers with concurrent consent solicitations for
  a total of $373.0 million of its aggregate principal of public debt and $116.7
  million principal amount of FJPS's public debt See Note 3 to FJPS's condensed
  consolidated financial statements for further discussion.
  
                                         11
  Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATION
  
  General
  
       The results of operations of FJPS include its equity in the undistributed
  earnings of Foamex L.P. and interest and debt issuance expense on the FJPS
  Discount Debentures. FJPS has no direct control or influence over Foamex L.P.
  Control is exercised by Foamex International through its ownership of the
  managing general partner of Foamex L.P. and FJPS.
  
       On April 7, 1997, Foamex International announced that an evaluation of its
  capital structure was initiated with the intention of refinancing certain
  long-term indebtedness to reduce Foamex International's interest expense and
  improve financing flexibility. On May 12, 1997, Foamex International announced a
  refinancing plan designed to improve its financial and operating flexibility and
  reduce interest expense. As part of this refinancing plan, Foamex L.P., a 99%
  owned subsidiary of Foamex International, commenced tender offers with
  concurrent consent solicitations for a total of $373.0 million of its aggregate
  principal of public debt and $116.7 million principal amount of FJPS's public
  debt. The refinancing plan, including the tender offers, are subject to
  conditions, several of which are beyond the control of Foamex L.P., therefore,
  there can be no assurance that such transactions will be consummated. (See Note
  3 to the condensed consolidated financial statements for further discussion).
  
       The principal suppliers to the foam industry announced raw material price
  increases effective April 1997. Foamex L.P. is unable to predict whether, or to
  what extent, the April 1997 increases or any future increase will be sustained.
  Foamex L.P. believes that if any price increases is sustained in the industry,
  it will also be impacted by such increase. There can be no assurance that
  chemical suppliers will not increase raw material costs in the future or that
  Foamex L.P. will be able to implement selling price increases to offset any such
  raw material cost increases.
  
  Results of Operations
  
       The following is a summarized discussion of Foamex L.P.'s results of
  operations. For further information regarding Foamex L.P., reference is made to
  the Form 10-Q's of Foamex L.P. for the thirteen week period ended March 30, 1997
  as filed with the Securities and Exchange Commission.
  
  13 Week Period Ended March 30, 1997 Compared to 13 Week Period Ended March 31,
  1996
  
       Foamex L.P.
  
       Net sales for the first quarter of 1997 were $229.1 million as compared to
  $219.1 million in the first quarter of 1996, an increase of $10.0 million or
  4.6%. Carpet cushion net sales for the first quarter of 1997 increased 6.9% to
  $67.9 million from $63.5 million in the first quarter of 1996 primarily due to
  the effect of increased selling prices that were initiated late in the second
  quarter of 1996, as well as increased shipments of certain carpet cushion
  products. Cushioning foam net sales for the first quarter of 1997 increased 1.8%
  to $84.0 million from $82.5 million in the first quarter of 1996 primarily due
  to an increase in net sales from both new and existing customers of bedding
  related products. Automotive foam net sales for the first quarter of 1997
  increased 6.6% to $59.7 million from $56.0 million in the first quarter of 1996
  primarily due to a continued increase in net sales of tri-laminates and
  composite headliners and increased selling prices during the first quarter of
  1996. Technical foam net sales for the first quarter of 1997 increased 2.3% to
  $17.5 million from $17.1 million in the first quarter of 1996 primarily due to
  increased volume.
  
                                         12
  Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATION
  
       Gross profit as a percentage of net sales increased to 18.7% for the first
  quarter of 1997 from 16.4% in the first quarter of 1996 primarily due to selling
  price increases and improved material and production efficiencies which includes
  (i) an increased favorable impact during the first quarter of 1997 as compared
  to the first quarter of 1996 for the selling prices initiated in 1996 to offset
  previous raw material cost increases, (ii) favorable raw material efficiencies
  and (iii) an increased favorable impact of the 1995 operational plan in the
  first quarter of 1997 as compared to the first quarter of 1996.
  
       Operating income increased to $27.1 million for the first quarter of 1997
  from $22.4 million in the first quarter of 1996 primarily due to improved gross
  profit margins as discussed above offset by an increase of $2.1 million in
  selling, general and administrative expenses for the first quarter of 1997. The
  increase in selling, general and administrative expenses is primarily due to
  increases in employee compensation and incentives and costs associated with the
  launching of new products and international expansion.
  
       Income from continuing operations increased to $16.2 million for the first
  quarter of 1997 from $11.2 million in the first quarter of 1996 primarily due to
  the reasons cited above. Interest and debt issuance expense of $10.7 million for
  the first quarter of 1997 is fairly consistent with $10.4 million for the first
  quarter of 1996.
  
       Income from discontinued operations in the first quarter of 1996 represents
  the operating income of Perfect Fit which was sold during 1996. See Note 2 to
  the condensed consolidated financial statements for further discussion.
  
       The extraordinary loss on early extinguishment of debt of $0.7 million
  relates to the write-off of debt issuance costs and redemption premiums
  associated with the early extinguishment of $8.0 million of long-term debt.
  
       Operating results for 1997 are expected to be influenced by various
  internal and external factors. These factors include, among other things, (i)
  continued implementation of the operational plan to improve Foamex L.P.'s
  profitability, (ii) the potential recapitalization of Foamex L.P., (iii)
  additional raw material price increases, if any, by Foamex L.P.'s chemical
  suppliers and (iv) Foamex L.P.'s success in passing on to its customers selling
  price increases to recover such raw material cost increases.1
  
  Liquidity and Capital Resources
  
       FJPS's only source of cash to meet its obligations, including paying the
  principal of, premium, if any, or interest on the FJPS Discount Debentures and a
  note payable to Foamex L.P. (the "FJPS Note") when due, are capital
  contributions, dividends, loans, advances or other payments, as applicable, from
  Foamex L.P. or from its partners, Foamex International and FJGP Inc. Foamex L.P.
  is subject to significant contractual restrictions on its ability to pay
  dividends or make loans, advances or payments to FJPS. FJPS does not anticipate
  funding any operating cash requirements of Foamex L.P. During the thirteen week
  period ended March 30, 1997, FJPS received $0.1 million of distributions from
  Foamex L.P. and paid $0.1 million of distributions to its partners.
  
  --------
  1    This paragraph contains forward-looking statements and should be read in
       conjunction with the discussion regarding forward-looking statements set
       forth on Pages 3 and 4 of Foamex L.P.'s 1996 Annual Report on Form 10-K.
  
                                         13
  PART II -  OTHER INFORMATION
  
  Item 1.    Legal Proceedings.
  
             Reference is made to the description of the legal proceedings
             contained in FJPS's Annual Report on Form 10-K for the fiscal year
             ended December 29, 1996 and in FJPS's Quarterly Reports on Form 10-Q
             for the fiscal quarters ended March 30, 1997.
  
  Item 2.    Changes in Securities.
  
             None.
  
  Item 3.    Defaults Upon Senior Securities.
  
             None.
  
  Item 4.    Submission of Matters to a Vote of Security Holders.
  
             None.
  
  Item 5.    Other Information.
  
             None.
  
  Item 6.    Exhibits and Reports on Form 8-K.
  
             (a)  Exhibits
  
  3.1(a)        - Restated Certificate of Incorporation of Foamex International.
  3.2(a)        - By-laws of Foamex International.
  3.3(i)        - First Amended and Restated Agreement of Limited Partnership of
                FJPS.
  3.4(i)        - Certificate of Incorporation of FJCC.
  3.5(i)        - By-laws of FJCC.
  3.6(i)        - Certificate of Incorporation of FJGP.
  3.7(i)        - By-laws of FJGP.
  3.8(a)        - Fourth Amended and Restated Agreement of Limited Partnership of
                Foamex L.P., dated as of December 14, 1993, by and among FMXI and
                Trace Foam, as general partners, and Foamex International, as a
                limited partner (the "Partnership Agreement").
  3.9(n)        - First Amendment to the Fourth Amendment and Restated Agreement
                of Limited Partnership of Foamex L.P., dated June 28, 1994.
  3.10(a)       - Certificate of Incorporation of FMXI.
  3.11(a)       - By-laws of FMXI.
  3.12(e)       - Certificate of Incorporation of FCC.
  3.13(e)       - By-laws of FCC.
  3.14(c)       - Certificate of Incorporation of GFI Acquisition Corp.
  3.15(c)       - Certificate of Amendment to the Certificate of Incorporation of
                GFI Acquisition Corp.
  3.16(c)       - Certificate of Amendment to the Certificate of Incorporation of
                General Felt.
  
                                         14
  4.1(b)        - Indenture, dated as of June 3, 1993, among Foamex L.P. and FCC,
                as joint and several obligors, General Felt, as Guarantor, and
                Shawmut Bank, National Association ("Shawmut"), as trustee,
                relating to $160,000,000 principal amount of 9 1/2% Senior Secured
                Notes due 2000, including form of Senior Secured Note.
  4.2(a)        - First Supplemental Indenture, dated as of November 18, 1993,
                among Foamex International and FCC, as Issuers, General Felt and
                Perfect Fit, as Guarantors and Shawmut, as trustee, relating to
                the Senior Secured Notes.
  4.3(a)        - Second Supplemental Indenture, dated as of December 14, 1993,
                among Foamex L.P. and FCC, as Issuers, Foamex International,
                General Felt and Perfect Fit, as Guarantors and Shawmut, as
                trustee, relating to the Senior Secured Notes.
  4.3.1(t)      - Third Supplemental Indenture, dated as of August 1, 1996, by and
                among Foamex L.P. and FCC, as Issuers, Foamex International, as
                parent guarantor, General Felt, as guarantor, Perfect Fit, as
                withdrawing guarantor, and Fleet National Bank ("Fleet"), as
                trustee relating to the Senior Secured Notes.
  4.4(b)        - Company Pledge Agreement, dated as of June 3, 1993, by Foamex
                L.P. in favor of Shawmut, as trustee for the holders of the Senior
                Secured Notes.
  4.5(b)        - Company Pledge Agreement, dated as of June 3, 1993, by FCC in
                favor of Shawmut, as trustee for the holders of the Senior Secured
                Notes.
  4.6(b)        - Subsidiary Pledge Agreement, dated as of June 3, 1993, by
                General Felt in favor of Shawmut, as trustee for the holders of
                the Senior Secured Notes.
  4.7(b)        - Company Security Agreement, dated as of June 3, 1993, by Foamex
                L.P. and FCC in favor of Shawmut, as trustee for the holders of
                the Senior Secured Notes.
  4.8(b)        - Subsidiary Security Agreement, dated as of June 3, 1993, by
                General Felt in favor of Shawmut, as trustee for the holders of
                the Senior Secured Notes.
  4.9(b)        - Collateral Assignment of Patents and Trademarks, dated as of
                June 3, 1993, by Foamex L.P. in favor of Shawmut, as trustee for
                the holders of the Senior Secured Notes.
  4.10(b)       - Collateral Assignment of Patents and Trademarks, dated as of
                June 3, 1993, by FCC in favor of Shawmut, as trustee for the
                holders of the Senior Secured Notes.
  4.11(b)       - Collateral Assignment of Patents and Trademarks, dated as of
                June 3, 1993, by General Felt in favor of Shawmut, as trustee for
                the holders of the Senior Secured Notes.
  4.12(c)       - Indenture, dated as of October 13, 1992, among Foamex L.P., FCC
                and The Connecticut National Bank, as trustee, relating to
                $150,000,000 principal amount of 11 1/4% Senior Notes due 2002,
                including form of Senior Note.
  4.13(d)       - First Supplemental Indenture, dated as of March 23, 1993, among
                Foamex L.P. and FCC, as joint and several obligors, General Felt,
                as Guarantor, and Shawmut Bank Connecticut, National Association
                (formerly The Connecticut National Bank ("Shawmut Connecticut")),
                as trustee, relating to the Senior Notes.
  4.14(a)       - Second Supplemental Indenture, dated as of November 18, 1993,
                among Foamex L.P. and FCC, as Issuers, General Felt and Perfect
                Fit, as Guarantors and Shawmut Connecticut, as trustee, relating
                to the Senior Notes.
  4.15(a)       - Third Supplemental Indenture, dated as of December 14, 1993,
                among Foamex L.P. and FCC, as Issuers, Foamex International,
                General Felt and Perfect Fit, as Guarantors, and Shawmut
                Connecticut, as trustee, relating to the Senior Notes.
  4.16(m)       - Fourth Supplemental Indenture, dated as of October 31, 1994,
                among Foamex L.P. and FCC as Issuers, Foamex International as
                Parent Guarantor, General Felt and Perfect Fit as Guarantors and
                Shawmut Connecticut, as Trustee, relating to the Senior Notes.
  4.17(t)       - Fifth Supplemental Indenture, dated as of August 1, 1996, among
                Foamex L.P. and FCC as Issuers, Foamex International as Parent
                Guarantor, General Felt, as Guarantor, and Fleet National Bank, as
                Trustee relating to the Senior Notes.
  
                                         15
  4.18(c)       - Indenture, dated as of October 13, 1992, among Foamex L.P., FCC
                and Shawmut Bank, ("Shawmut"), as trustee, relating to
                $126,000,000 principal amount of 117/8% Senior Subordinated
                Debentures due 2004, including form of Senior Subordinated
                Debenture.
  4.19(d)       - First Supplemental Indenture, dated as of March 23, 1993, among
                Foamex L.P. and FCC, as joint and several obligors, General Felt,
                as Guarantor, and Shawmut, as trustee, relating to the Senior
                Subordinated Debentures.
  4.20(a)       - Second Supplemental Indenture, dated as of November 18, 1993,
                among Foamex L.P. and FCC, as Issuers, General Felt and Perfect
                Fit, as Guarantors and Shawmut, as trustee, relating to the Senior
                Subordinated Debentures.
  4.21(t)       - Fourth Supplemental Indenture, dated as of August 1, 1996, among
                Foamex L.P. and FCC, as Issuers, Foamex International, as Parent
                Guarantor, General Felt, as Guarantor, Perfect Fit, as Withdrawing
                Guarantor, and Fleet National Bank, as Trustee, relating to the
                Senior Subordinated Debentures.
  4.22(b)       - Third Supplemental Indenture, dated as of December 14, 1993,
                among Foamex L.P. and FCC, as Issuers, Foamex International,
                General Felt and Perfect Fit, as Guarantors and Shawmut, as
                trustee, relating to the Senior Subordinated Debentures.
  4.23(i)       - Indenture, dated as of June 28, 1994, among FJPS and FJCC, as
                Issuers, Foamex International, as guarantor, and Shawmut
                Connecticut, as trustee, relating to $116,745,000 principal amount
                of Senior Secured Discount Debentures due 2004, including form of
                Senior Secured Discount Debenture.
  4.24(i)       - Senior Note, dated June 28, 1994, in the aggregate principal
                amount of $87,943,103.14 due July 1, 2006, executed by FJPS to
                Foamex L.P.
  4.25(x)       - Consent, Waiver and Amendment Agreement, dated December 11,
                1996, between FJPS and Foamex L.P.
  4.26(t)       - Commitment letter, dated July 9, 1996, from The Bank of Nova
                Scotia to Foamex Canada Inc.
  4.27(d)       - Agreement of Undertaking, dated as of December 31, 1991, between
                Foamex L.P. and The Bank of Nova Scotia.
  4.28(t)       - Third Amended and Restated Credit Agreement, dated as of July
                30, 1996, among Foamex L.P., General Felt, Trace Foam, FMXI,
                Citibank, N.A., The Bank of Nova Scotia, the institutions from
                time to time parties thereto as lenders, the institutions parties
                thereto as issuing banks and Citibank, N.A. and The Bank of Nova
                Scotia, as Administrative Agents (the "Credit Agreement").
  4.29(t)       - First Amendment to Third Amended and Restated Credit Agreement,
                dated September 30, 1996, among Foamex L.P., General Felt, Trace
                Foam, FMXI, Citibank, N.A., The Bank of Nova Scotia, the
                institutions from time to time parties thereto as lenders, the
                institutions parties thereto as issuing banks and Citibank, N.A.
                and The Bank of Nova Scotia, as Administrative Agents (the "Credit
                Agreement").
  4.30(x)       - Second Amendment to Third Amended and Restated Credit Agreement,
                dated November 27, 1996, among Foamex L.P., General Felt, Trace
                Foam, FMXI, Citibank, N.A., The Bank of Nova Scotia, the
                institutions from time to time parties thereto as lenders, the
                institutions parties thereto as issuing banks and Citibank, N.A.
                and The Bank of Nova Scotia, as Administrative Agents (the "Credit
                Agreement").
  4.31(a)       - Guaranties, dated November 18, 1993, executed by each of Foamex
                L.P., General Felt and Perfect Fit, as guarantor, respectively, in
                favor of Citibank, N.A., as Administrative Agent, for the ratable
                benefit of the lenders and the issuing banks, guaranteeing the
                obligations of one another under the Credit Agreement.
  4.32(a)       - Guaranty, dated November 18, 1993, executed by FCC in favor of
                Citibank, N.A., as Administrative Agent, for the ratable benefit
                of the lenders and the issuing banks, guaranteeing the obligations
                of Foamex L.P., General Felt and Perfect Fit under the Credit
                Agreement.
  
                                         16
  4.33(i)       - Amended and Restated Guaranty, dated as of June 28, 1994,
                executed by Foamex International in favor of Citibank, N.A. and
                The Bank of Nova Scotia, as Administrative Agents, for the ratable
                benefit of the lenders and the issuing banks under the Credit
                Agreement.
  4.34(q)       - First Amendment to Amended and Restated Guaranty, dated June 30,
                1995, executed by Foamex International in favor of Citibank, N.A.
                and The Bank of Nova Scotia, as Administrative Agents, for the
                ratable benefit of the lenders and the issuing banks under the
                Credit Agreement.
  4.35(q)       - Second Amendment to Amended and Restated Guaranty, dated
                February 27, 1996, executed by Foamex International in favor of
                Citibank, N.A. and The Bank of Nova Scotia, as Administrative
                Agents, for the ratable benefit of the lenders and the issuing
                banks under the Credit Agreement.
  4.36(t)       - Third Amendment to Amended and Restated Guaranty, dated February
                27, 1996, executed by Foamex International in favor of Citibank,
                N.A. and The Bank of Nova Scotia, as Administrative Agents, for
                the ratable benefit of the lenders and the issuing banks under the
                Credit Agreement.
  4.37(a)       - Security Agreements, dated November 18, 1993, executed by each
                of Foamex L.P., General Felt, Perfect Fit and FCC, respectively,
                and Citibank N.A., as Administrative Agent for the lenders and the
                issuing banks under the Credit Agreement.
  4.38(i)       - Amendatory Agreement, dated as of June 28, 1994, among Foamex
                L.P., General Felt, Perfect Fit, FCC and Citibank, N.A., as
                collateral agent under the Credit Agreement.
  4.39(s)       - Form of Amendatory Agreement, dated as of July 30, 1996, among
                Foamex L.P., General Felt, FCC, and Citibank, N.A., as collateral
                agent under the Credit Agreement.
  4.40(a)       - Intercreditor Agreement, dated as of November 18, 1993, by and
                between Citibank, N.A., as Administrative Agent under the Credit
                Agreement and Shawmut, as trustee under the Foamex L.P. Senior
                Secured Note Indenture.
  4.41(a)       - Subordinated Promissory Note, dated as of May 6, 1993, in the
                original principal amount of $7,014,864 executed by Foamex L.P. to
                John Rallis ("Rallis").
  4.42(a)       - Marely Loan Commitment Agreement, dated as of December 14, 1993,
                by and between Foamex International and Marely.
  4.43(a)       - DLJ Loan Commitment Agreement, dated as of December 14, 1993, by
                and between Foamex International and DLJ Funding.
  4.44(s)       - Promissory Note, dated July 7, 1996, in the aggregate principal
                amount of $4,372,516, executed by Trace Holdings to Foamex L.P.
  10.1(b)       - Interest Rate and Currency Exchange Agreement, dated as of June
                14, 1993, among Foamex L.P., FCC, and Salomon Brothers Holdings
                Company Inc ("Salomon Holdings").
  10.2(x)       - Assignment Agreement, dated as of December 16, 1996, among
                Foamex L.P., FCC, and Solomon Holdings.
  10.3(m)       - Swap Agreement, dated as of March 31, 1994, and amended in
                November 1994, by and between Foamex L.P. and Citibank, N.A.
  10.4(x)       - Revised Confirmation Letter Agreements, dated as of January 7,
                1997, by and between Foamex L.P. and Citibank, N.A.
  10.5(b)       - Revised Swap Transaction Letter Agreement, dated as of June 10,
                1993, among Foamex L.P., FCC and Salomon Holdings.
  10.6(d)       - Reimbursement Agreement, dated as of March 23, 1993, between
                Trace Holdings and General Felt.
  10.7(d)       - Shareholder Agreement, dated December 31, 1992, among Recticel,
                s.a., Recticel Holding Noord B.V., Foamex L.P., Beamech Group
                Limited, LME-Beamech, Inc., James Brian Blackell and Prefoam AG
                relating to foam technology sharing arrangement.
  10.8(e)       - Asset Transfer Agreement, dated as of October 2, 1990, between
                Trace Holdings and the Foamex L.P. (the "Trace Holdings Asset
                Transfer Agreement").
  10.9(e)       - First Amendment, dated as of December 19, 1991, to the Trace
                Holdings Asset Transfer Agreement.
  
                                         17
  10.10(e)      - Amended and Restated Guaranty, dated as of December 19, 1991,
                made by Trace Foam in favor of Foamex L.P.
  10.11(e)      - Asset Transfer Agreement, dated as of October 2, 1990, between
                RFC and Foamex L.P. (the "RFC Asset Transfer Agreement").
  10.12(e)      - First Amendment, dated as of December 19, 1991, to the RFC Asset
                Transfer Agreement.
  10.13(e)      - Schedule 5.03 to the RFC Asset Transfer Agreement (the "5.03
                Protocol").
  10.14(d)      - The 5.03 Protocol Assumption Agreement, dated as of October 13,
                1992, between RFC and Foamex L.P.
  10.15(d)      - Letter Agreement between Trace Holdings and Recticel regarding
                the Recticel guaranty, dated as of July 22, 1992.
  10.16(i)      - Supply Agreement, dated June 28, 1994, between Foamex L.P. and
                Foamex International.
  10.17(i)      - First Amended and Restated Tax Sharing Agreement, dated as of
                December 14, 1993, among Foamex L.P., Trace Foam, FMXI and Foamex
                International.
  10.18(i)      - Tax Sharing Agreement, dated as of June 28, 1994, among FJPS and
                Foamex International.
  10.19(t)      - Tax Distribution Advance Agreement, dated as of December 11,
                1996, by and between Foamex L.P. and FJPS.
  10.20         - Agreement and Plan of Merger, dated as of March 11,1 993, among
                Foamex L.P., GFI Acquisition, Inc. and General Felt.
  10.21         - Agreement and Plan of Merger, dated as of March 1, 1993, among
                Great Wester, Rallis, Foamex L.P. and Kyoto Merger, Inc.
  10.22(d)      - Trace Foam Management Agreement between Foamex L.P. and Trace
                Foam, dated as of October 13, 1992.
  10.23(i)      - Affirmation Agreement re: Management Agreement, dated as of
                December 14, 1993 between Foamex L.P. and Trace Foam.
  10.24(d)      - Agreement and Plan of Merger, dated as of March 11, 1993, among
                Foamex L.P., GFI Acquisition, Inc. and General Felt.
  10.25(c)      - Agreement and Plan of Merger, dated as of March 1, 1993, among
                Great Western, Rallis, Foamex L.P. and Kyoto Merger, Inc.
  10.26(e)(p)   - Salaried Incentive Plan of Foamex L.P. and Subsidiaries.
  10.27(e)(p)   - Trace Holdings 1987 Nonqualified Stock Option Plan.
  10.28(e)(p)   - Equity Growth Participation Program.
  10.29(m)(p)   - The Foamex Group Salaried Employee Pension Plan (formerly, The
                General Felt Industries, Inc. Retirement Plan for Salaried
                Employees, effective as of January 1, 1995.
  10.30(o)      - Foamex/GFI 401(k) Savings Plan dated July 1, 1995.
  10.31(a)(p)   - Foamex International's 1993 Stock Option Plan.
  10.32(a)(p)   - Foamex International's Non-Employee Director Compensation Plan.
  10.33(a)(p)   - Employment Agreement, dated as of May 6, 1993, by and between
                Foamex L.P. and Rallis.
  10.34(f)(p)   - Employment Agreement, dated as of February 1, 1994, by and
                between Foamex L.P. and William H. Bundy.
  10.35(p)      - Employment Agreement, dated as of July 26, 1995, by and between
                Foamex L.P. and Salvatore J. Bonanno.
  10.36(a)      - Stock Exchange Agreement, dated as of October 25, 1993, among
                Perfect Fit, the stockholders which are parties thereto, Holdings
                and Foamex L.P. (the "Perfect Fit Stock Exchange Agreement").
  10.37(a)      - Amendment No. 1 to the Perfect Fit Stock Exchange Agreement,
                dated November 18, 1993.
  10.38(a)      - 1993 Recticel Master Agreement, dated as of November 4, 1993, by
                and among Trace Holdings, Trace Foam, RFC, Foamex International,
                Recticel s.a., MGM, FCD Sub and Foamex L.P.
  10.39(a)      - Exchange Agreement, dated as of December 14, 1993, by and
                between Foamex International and RFC.
  10.40(a)      - Withdrawal Agreement, dated as of December 14, 1993, by and
                between Foamex L.P. and RFC.
  
                                         18
  10.41(a)      - 1993 Agreement of Terms, dated as of November 4, 1993, by and
                among Trace Holdings, Trace Foam, Foamex L.P., Foamex
                International and GBNY. 10.42(a) - 1993 Marely Master Agreement,
                dated as of November 4, 1993, by and among Foamex International,
                Trace Holdings, Trace Foam, Foamex L.P. and Marely.
  10.43(a)      - Exchange Agreement, dated as of December 14, 1993, by and
                between Foamex International and Marely.
  10.44(a)      - Warrant Exchange Agreement, dated as of December 14, 1993, by
                and between Foamex International and Marely.
  10.45(a)      - Redemption and Withdrawal Agreement, dated as of December 14,
                1993, by and between Foamex L.P. and Marely.
  10.46(a)      - 1993 DLJ Master Agreement, dated as of November 4, 1993, by and
                among Foamex International, Trace Holdings, Trace Foam, DLJ
                Funding and Foamex L.P.
  10.47(a)      - Exchange Agreement, dated as of December 14, 1993, by and
                between Foamex International and DLJ Funding.
  10.48(a)      - Warrant Exchange Agreement, dated as of December 14, 1993, by
                and between Foamex International and DLJ Funding.
  10.49(a)      - Redemption and Withdrawal Agreement, dated as of December 14,
                1993, by and between Foamex L.P. and DLJ Funding.
  10.50(a)      - 1993 Rallis Master Agreement, dated as of November 4, 1993, by
                and among Foamex International, Trace Holdings, Trace Foam, Rallis
                and Foamex L.P.
  10.51(a)      - Exchange Agreement, dated as of December 14, 1993, by and
                between Foamex International and Rallis.
  10.52(a)      - Partial Redemption Agreement, dated as of December 14, 1993, by
                and between Foamex L.P. and Rallis.
  10.53(c)      - Exchange Agreement Regarding Admission of Limited Partner and
                Put Option, dated as of May 1, 1993, among Rallis, Pegasus
                Properties, Foamex L.P. and Trace Holdings.
  10.54(a)      - Amended and Restated Put Option Agreement, dated as of December
                14, 1993, by and between Trace Holdings and Rallis.
  10.55(a)      - Exchange Agreement, dated as of December 14, 1993, by and
                between Foamex International and Trace Holdings.
  10.56(a)      - Redemption and Withdrawal Agreement, dated as of December 14,
                1993, by and between Foamex L.P. and Trace Holdings.
  10.57(a)      - Exchange Agreement, dated as of December 14, 1993, by and
                between Foamex International and Trace Foam.
  10.58(a)      - Withdrawal Agreement, dated as of December 14, 1993, by and
                between Foamex L.P. and Trace Foam.
  10.59(a)      - Exchange Agreement, dated as of December 14, 1993, by and
                between Foamex International and FCD Sub.
  10.60(a)      - Redemption and Withdrawal Agreement, dated as of December 14,
                1993, by and between Foamex L.P. and FCD Sub.
  10.61(a)      - Release and Termination Agreement, dated as of December 14,
                1993, by and among Trace Holdings, Trace Foam, Foamex L.P., RFC,
                Marely, DLJ, MGM, FCD Sub, Recticel s.a., SGB, GBNY, and
                Wilmington Trust Company.
  10.62(f)      - Stock Purchase Agreement, dated as of December 23, 1993, by and
                between Transformacion de Espumas y Fieltros, S. A., the
                stockholders which are parties thereto, and Foamex L.P.
  10.63(r)      - Agreement and Plan of Merger, as amended, dated as of June 11,
                1996, by and among PFI Subsidiary, Inc., PFI Acquisition Corp.,
                Jody B. Vitale, Perfect Fit, General Felt, and Foamex L.P.
  10.64(v)      - Equity Purchase Agreement, dated as of August 28, 1996, by and
                among JPSGP Inc., Foamex-JPS Automotive L.P., and Collins & Aikman
                Products Co.
  
                                         19
  10.65(v)      - Amendment No. 1 to Equity Purchase Agreement, by and among JPSGP
                Inc., Foamex-JPS Automotive L.P., and Collins & Aikman Products
                Co., dated as of December 11, 1996.
  21            - Subsidiaries of the Registrant.
  27            - Financial Data Schedule.
  
  (a)  Incorporated herein by reference to the Exhibit to Foamex International's
       Registration Statement on Form S-1, Registration No. 33-69606.
  
  (b)  Incorporated herein by reference to the Exhibit to the Registration
       Statement of Foamex L.P. and FCC on Form S-4, Registration No. 33-65158.
  
  (c)  Incorporated herein by reference to the Exhibit to the Registration
       Statement of Foamex L.P., FCC and General Felt on Form S-1, Registration
       Nos. 33-60888, 33-60888-01, and 33-60888-02.
  
  (d)  Incorporated herein by reference to the Exhibit to the Form 10-K Statement
       of Foamex L.P. and FCC for fiscal 1992.
  
  (e)  Incorporated herein by reference to the Exhibit to the Registration
       Statement of Foamex L.P. and FCC on Form S-1, Registration Nos. 33-49976
       and 33-49976-01.
  
  (f)  Incorporated herein by reference to the Exhibit to the Form 10-K of Foamex
       International for fiscal 1993.
  
  (g)  Incorporated herein by reference to the Exhibit to JPS Automotive's
       Registration Statement on Form S-1, Registration No. 33-75510.
  
  (h)  Incorporated by reference to the Exhibit to the Form 10-Q of Foamex
       International for the quarterly period ended July 3, 1994.
  
  (i)  Incorporated herein by reference to the Exhibit to the Registration
       Statement of FJPS, FJCC and Foamex International on Form S-4, Registration
       No. 33-82028.
  
  (j)  Incorporated herein by reference to the Exhibit to the quarterly report on
       Form 10-Q of JPS Automotive L.P. and JPS Automotive Products Corp. for the
       fiscal quarter ended October 2, 1994.
  
  (k)  Incorporated herein by reference to the Exhibit to the quarterly report on
       Form 10-Q of Foamex L.P. and Foamex L.P. Capital Corporation, and General
       Felt Industries, Inc. for the fiscal quarter ended October 2, 1994.
  
  (l)  Incorporated herein by reference to the Exhibit to the Registration
       Statement on Form S-1 of Foamex International, Registration No. 33-85488.
  
  (m)  Incorporated herein by reference to the Exhibit to the Form 10-K of Foamex
       International for fiscal 1994.
  
  (n)  Incorporated herein by reference to the Exhibit to the Form 10-K of Foamex
       L.P. for fiscal 1994.
  
  (o)  Incorporated herein by reference to the Exhibit to the Form 10-Q of Foamex
       L.P. for the quarterly period ended July 2, 1995.
  
  (p)  A management contract or compensatory plan or arrangement required to be
       filed as an Exhibit pursuant to Item 14(c) of this report.
  
  (q)  Incorporated herein by reference to the Exhibit to the Form 10-K of Foamex
       L.P. for fiscal 1995.
  
                                         20
  (r)  Incorporated herein by reference to the Exhibit to the Form 8-K of Foamex
       L.P. dated June 11, 1996.
  
  (s)  Incorporated herein by reference to the Exhibit to the Form 10-Q of Foamex
       L.P. for the quarterly period ended June 30, 1996.
  
  (t)  Incorporated herein by reference to the Exhibit to the Form 10-Q of Foamex
       L.P. for the quarterly period ended September 30, 1996.
  
  (u)  Incorporated herein by reference to the Exhibit to the Form 8-K of Foamex
       International reporting an event which occurred on August 28, 1996.
  
  (v)  Incorporated herein by reference to the Exhibit to the Form 8-K of Foamex
       International reporting an event which occurred on December 11, 1996.
  
  (w)  Incorporated herein by reference to the Exhibit to the Form 10-K of Foamex
       L.P. for the fiscal year ended December 29, 1996.
  
       Certain instruments defining the rights of security holders have been
  excluded herefrom in accordance with Item 601(b)(4)(iii) of Regulation S-K. The
  Registrant hereby agrees to furnish a copy of any such instrument to the
  Commission upon request.
  
                                         21
  SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrants have duly caused this report to be signed on their behalf by the
  undersigned thereunto duly authorized.
  
                                      FOAMEX-JPS AUTOMOTIVE L.P.
  
                                      By:  FJGP Inc.
                                           General Partner
  
  Date:  May 15, 1997                 By:    /s/ Kenneth R. Fuette
                                             -----------------------
                                             Kenneth R. Fuette
                                             Chief Financial Officer and
                                             Chief Accounting Officer
  
                                      FOAMEX-JPS CAPITAL CORPORATION
  
  Date:  May 15, 1997                 By:   /s/ Kenneth R. Fuette
                                            ----------------------
                                            Kenneth R. Fuette
                                            Chief Financial Officer and
                                            Chief Accounting Officer
  
                                         22