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 September 29, 1996
  
                           Commission file number 0-22624
  
  
  
                              FOAMEX INTERNATIONAL INC.
               (Exact name of registrant as specified in its charter)
  
  
  
  
             Delaware                                      05-0473908
  (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 registrant (1) has 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) has been subject to such filing
  requirements for the past 90 days.
  YES  [X]    NO [ ]
   
  The number of shares of the registrant's common stock outstanding as of 
  November 1, 1996 was 25,209,362.
  
  
                                    Page 1 of 24
                            Exhibit List on Page 16 of 24
  
  
  
  
  <PAGE>
  
                              FOAMEX INTERNATIONAL INC.
  
                                        INDEX
                                                                              Page
  
  Part I.   Financial Information:
  
            Item 1.  Financial Statements
  
              Condensed Consolidated Statements of Operations -
                Thirteen Week and Thirty-Nine Week Periods Ended
                September 29, 1996 and October 1, 1995                         3
  
              Condensed Consolidated Balance Sheets as of September
                29, 1996 and December 31, 1995                                 4
  
              Condensed Consolidated Statements of Cash Flows -
                Thirty-Nine Week Periods Ended September 29, 1996
                and October 1, 1995                                            5
  
              Notes to Condensed Consolidated Financial Statements             6
  
            Item 2.  Management's Discussion and Analysis of Financial 
                     Condition and Results of Operations                      11
  
  Part II.  Other Information                                                 16
  
            Exhibit List                                                      16
  
            Signatures                                                        24
  
  
  
  
                                          2
  
  <PAGE>
  PART I.  FINANCIAL INFORMATION
  ITEM 1.  FINANCIAL STATEMENTS
  
              FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
  <TABLE>
  <CAPTION>
                                                       13 Week Periods Ended          39 Week Periods Ended
                                                   September 29,    October 1,     September 29,    October 1,
                                                       1996            1995             1996           1995
                                                                 (thousands except per share data)
  <S>                                               <C>               <C>               <C>               <C>      
  NET SALES                                         $ 236,766         $ 217,036         $ 696,344         $ 651,928
  
  COST OF GOODS SOLD                                  196,806           186,227           582,186           555,257
                                                    ---------         ---------         ---------         ---------
  
  GROSS PROFIT                                         39,960            30,809           114,158            96,671
  
  SELLING, GENERAL AND
     ADMINISTRATIVE EXPENSES                           15,485            15,680            43,207            46,774
                                                    ---------         ---------         ---------         ---------
  
  INCOME FROM OPERATIONS                               24,475            15,129            70,951            49,897
  
  INTEREST AND DEBT ISSUANCE EXPENSE                   13,794            13,142            39,742            39,579
  
  OTHER INCOME, NET                                       501               289             1,003             1,109
                                                    ---------         ---------         ---------         ---------
  
  INCOME FROM CONTINUING OPERATIONS
     BEFORE PROVISION FOR INCOME TAXES                 11,182             2,276            32,212            11,427
  
  PROVISION FOR INCOME TAXES                            3,826             1,299            12,408             5,052
                                                    ---------         ---------         ---------         ---------
  
  INCOME FROM CONTINUING OPERATIONS                     7,356               977            19,804             6,375
                                                    ---------         ---------         ---------         ---------
  
  DISCONTINUED OPERATIONS:
  
  OPERATING INCOME (LOSS) FROM DISCONTINUED
     OPERATIONS, NET OF INCOME TAXES                   (1,863)             (552)             (584)            3,034
  
  LOSS ON DISPOSAL OF DISCONTINUED
     OPERATIONS, NET OF INCOME TAXES                  (71,713)               --          (111,010)               --
                                                    ---------         ---------         ---------         ---------
  
  INCOME (LOSS) FROM DISCONTINUED OPERATIONS          (73,576)             (552)         (111,594)            3,034
                                                    ---------         ---------         ---------         ---------
  
  INCOME (LOSS) BEFORE EXTRAORDINARY LOSS             (66,220)              425           (91,790)            9,409
  
  EXTRAORDINARY LOSS ON EARLY EXTINGUISHMENT
     OF DEBT, NET OF INCOME TAXES                        (403)               --              (403)               --
                                                    ---------         ---------         ---------         ---------
  
  NET INCOME (LOSS)                                 $ (66,623)        $     425         $ (92,193)        $   9,409
                                                    =========         =========         =========         =========
  
  EARNINGS (LOSS) PER SHARE:
  
  INCOME FROM CONTINUING OPERATIONS                 $    0.29         $    0.04         $    0.77         $    0.24
  
  INCOME (LOSS) FROM DISCONTINUED OPERATIONS            (2.88)            (0.02)            (4.33)             0.11
                                                    ---------         ---------         ---------         ---------
  
  INCOME (LOSS) BEFORE EXTRAORDINARY LOSS               (2.59)             0.02             (3.56)             0.35
  
  EXTRAORDINARY LOSS                                    (0.02)               --             (0.02)               --
                                                    ---------         ---------         ---------         ---------
  
  EARNINGS (LOSS) PER SHARE                         $   (2.61)        $    0.02         $   (3.58)        $    0.35
                                                    =========         =========         =========         =========
  
  WEIGHTED AVERAGE NUMBER
     OF SHARES OUTSTANDING                             25,541            25,950            25,749            26,712
                                                    =========         =========         =========         =========
  </TABLE>
  
     The accompanying notes are an integral part of the condensed
                 consolidated financial statements.
  
                                          3
  <PAGE>
  
              FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
          CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
  
  <TABLE>
  <CAPTION>
                                                                       September 29,       December 31,
                                                                           1996                1995
  CURRENT ASSETS:                                                                (thousands)
  <S>                                                                   <C>                 <C>      
        Cash and cash equivalents                                       $  48,063           $   3,322
        Accounts receivable, net                                          139,634             113,716
        Inventories                                                        90,089              89,952
        Other current assets                                               47,587              48,757
                                                                        ---------           ---------
  
            Total current assets                                          325,373             255,747
  
  PROPERTY, PLANT AND EQUIPMENT, NET                                      186,498             183,318
  
  COST IN EXCESS OF ASSETS ACQUIRED, NET                                   87,757              89,605
  
  DEBT ISSUANCE COSTS, NET                                                 19,953              22,770
  
  NET ASSETS OF DISCONTINUED OPERATIONS                                    38,184             191,352
  
  OTHER ASSETS                                                             11,338              16,035
                                                                        ---------           ---------
  
  TOTAL ASSETS                                                          $ 669,103           $ 758,827
                                                                        =========           =========
  
  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
  CURRENT LIABILITIES:
        Short-term borrowings                                           $   5,169           $   2,199
        Current portion of long-term debt                                  16,237               9,281
        Accounts payable                                                   89,630              89,331
        Accrued interest                                                   20,368               9,694
        Other accrued liabilities                                          66,529              58,537
                                                                        ---------           ---------
  
            Total current liabilities                                     197,933             169,042
                                                                        ---------           ---------
  
  LONG-TERM DEBT                                                          497,159             514,954
                                                                        ---------           ---------
  
  OTHER LIABILITIES                                                        42,345              45,448
                                                                        ---------           ---------
  
  COMMITMENTS AND CONTINGENCIES                                                --                  --
                                                                        ---------           ---------
  
  STOCKHOLDERS' EQUITY (DEFICIT):
        Preferred Stock, par value $1.00 per share:
            Authorized 5,000,000 shares - none issued
        Common Stock, par value $.01 per share:
            Authorized 50,000,000 shares
            Issued 26,751,262 and 26,715,960
              shares, respectively; Outstanding 25,229,362 and
              25,786,260 shares, respectively                                 267                 267
        Additional paid-in capital                                         84,258              84,015
        Accumulated deficit                                              (129,232)            (37,039)
        Other                                                             (10,671)            (10,693)
                                                                        ---------           ---------
                                                                          (55,358)             39,550
        Common Stock held in treasury, at cost;
            1,521,900 shares at September 29, 1996 and 929,700
             shares at December 31, 1995                                  (12,956)             (7,167)
                                                                        ---------           ---------
  
            Total stockholders' equity (deficit)                          (68,334)             29,383
                                                                        ---------           ---------
  
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                  $ 669,103           $ 758,827
                                                                        =========           =========
  </TABLE>
  
     The accompanying notes are an integral part of the condensed
                 consolidated financial statements.
  
  
                                          4
  
  <PAGE>
  
              FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
  
  <TABLE>
  <CAPTION>
                                                                                    39 Week Periods Ended
                                                                                 September 29,        October 1,
                                                                                     1996               1995
                                                                                           (thousands)
  <S>                                                                             <C>                 <C>      
  OPERATING ACTIVITIES:
     Net income (loss)                                                            $ (92,193)          $   9,409
     Adjustments to reconcile net income to net cash
        provided by operating activities:
        Depreciation and amortization                                                16,861              16,902
        Amortization of debt issuance costs and debt discount                        10,283               9,102
        Loss on disposition of discontinued operations                              108,622                  --
        Changes in operating assets and liabilities, net of acquisitions            (11,212)             (1,238)
        Changes in discontinued operations                                           17,349               2,096
                                                                                  ---------           ---------
  
        Net cash provided by operating activities                                    49,710              36,271
                                                                                  ---------           ---------
  
  INVESTING ACTIVITIES:
     Capital expenditures                                                           (14,536)            (17,564)
     Acquisitions, net of cash acquired                                                  --              (7,272)
     Proceeds from sale of discontinued operations                                   45,425                  --
     Discontinued operations investing activities                                    (4,828)            (18,925)
     Other investing activities                                                       1,745               1,549
                                                                                  ---------           ---------
  
        Net cash provided by (used for) investing activities                         27,806             (42,212)
                                                                                  ---------           ---------
  
  FINANCING ACTIVITIES:
     Net proceeds from short-term borrowings                                          2,970                 312
     Net repayments of revolving loans                                                   --              (3,000)
     Repayments of long-term debt                                                   (19,034)             (6,997)
     Purchase of treasury stock                                                      (5,789)             (3,547)
     Discontinued operations financing activities                                   (12,184)             (4,178)
     Other financing activities                                                          70                (196)
                                                                                  ---------           ---------
  
        Net cash used for financing activities                                      (33,967)            (17,606)
                                                                                  ---------           ---------
  
  NET INCREASE (DECREASE) IN CASH AND
     CASH EQUIVALENTS                                                                43,549             (23,547)
                                                                                  ---------           ---------
  
  CASH AND CASH EQUIVALENTS
     AT BEGINNING OF PERIOD:
  
  Continuing operations                                                               3,322              40,827
  Discontinued operations                                                             2,840               8,272
                                                                                  ---------           ---------
  
  TOTAL CASH AND CASH EQUIVALENTS
     AT BEGINNING OF PERIOD                                                           6,162              49,099
                                                                                  ---------           ---------
  
  CASH AND CASH EQUIVALENTS
     AT END OF PERIOD:
  
  Continuing operations                                                              48,063              21,535
  Discontinued operations                                                             1,648               4,017
                                                                                  ---------           ---------
  
  TOTAL CASH AND CASH EQUIVALENTS
     AT END OF PERIOD                                                             $  49,711           $  25,552
                                                                                  =========           =========
  </TABLE>
  
     The accompanying notes are an integral part of the condensed
                 consolidated financial statements.
  
  
                                          5
  
  <PAGE>
              FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  
  1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
     Foamex International Inc.'s (the "Company") condensed consolidated balance
  sheet as of December 31, 1995 has been condensed from the audited consolidated
  balance sheet at that date and restated for discontinued operations (see Note 2
  below). The condensed consolidated balance sheet as of September 29, 1996, the
  condensed consolidated statements of operations for the thirteen week and
  thirty-nine week periods ended September 29, 1996 and October 1, 1995, and the
  condensed consolidated statements of cash flows for the thirty-nine week periods
  ended September 29, 1996 and October 1, 1995 have been prepared by the Company
  and have not been audited by the Company's independent accountants. Also, the
  condensed consolidated statements of operations for the thirteen week and
  thirty-nine week periods ended October 1, 1995 and the condensed consolidated
  statement of cash flows for the thirty-nine week period ended October 1, 1995
  have been restated for discontinued operations (see Note 2 below). In the
  opinion of management, all adjustments, consisting only of normal recurring
  adjustments, considered necessary for a fair presentation of the financial
  position, results of operations and cash flows have been included.
  
     On August 28, 1996, the Company entered into an agreement to sell its
  partnership interests in JPS Automotive L.P. ("JPS Automotive") (which comprised
  the automotive textiles segment of the Company and substantially all of the
  assets of JPS Automotive). On August 1, 1996, the Company consummated the sale
  of the home comfort products business of Perfect Fit Industries, Inc. ("Perfect
  Fit") (which comprised the home comfort products segment of the Company and
  substantially all of the assets of Perfect Fit). Accordingly, the accompanying
  condensed consolidated financial statements reflects the automotive textiles and
  home comfort products business segments as discontinued operations. See Note 2
  below for further discussion.
  
     Certain information and note disclosures normally included in the financial
  statements prepared in accordance with generally accepted accounting principles
  have been condensed or 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 the Company's 1995 consolidated
  financial statements and notes thereto as set forth in the Company's Annual
  Report on Form 10-K for the fiscal year ended December 31, 1995.
  
  2. DISCONTINUED OPERATIONS
  
     On August 28, 1996, the Company entered into an agreement to sell JPS
  Automotive to a subsidiary of Collins & Aikman Corporation for $220.0 million,
  subject to final adjustments, which includes the assumption of JPS Automotive's
  long-term debt. The Company has recorded a loss on disposal of discontinued
  operations of approximately $68.9 million including an operating loss of $0.8
  million during the phase-out period (net of income tax benefit of $32.7 million)
  relating to the sale of JPS Automotive. The Company expects the sale of JPS
  Automotive to be consummated prior to December 29, 1996.
  
     On August 1, 1996, the Company completed the sale of the outstanding common
  stock of Perfect Fit, a wholly-owned subsidiary, for an adjusted sale price of
  approximately $45.4 million, subject to post-closing adjustments. In addition,
  Perfect Fit made approximately $2.0 million of payments against its intercompany
  loan with Foamex L.P. The sale included substantially all of the net assets of
  the home comfort products segment with a net book value of approximately $81.9
  million. Actual and estimated transaction expenses related to the sale totaled
  approximately $2.0 million. The Company has recorded a loss on disposal of
  discontinued operations of approximately $42.1 million including an operating
  loss of approximately $1.6 million during the phase-out period (net of income
  tax benefits of $0.9 million) relating to the sale of Perfect Fit. A valuation
  allowance has been provided for the capital loss relating to the sale of Perfect
  Fit since the Company has determined that its future capital gain taxable income
  will more likely not be sufficient to fully recognize the deferred tax asset
  relating to the capital loss carryforward.
  
  
  
                                          6
  
  <PAGE>
  
              FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  
  2. DISCONTINUED OPERATIONS (continued)
  
     Summary operating results of the Company's discontinued operations were as
  follows:
  
  <TABLE>
  <CAPTION>
                                                         13 Week Periods Ended               39 Week Periods Ended
                                                     September 29,      October 1,      September 29,       October 1,
                                                            1996            1995            1996                1995
                                                                                (thousands)
  <S>                                                <C>               <C>               <C>               <C>      
  Sales                                              $  36,540         $  94,880         $ 244,305         $ 310,523
  
  Gross profit                                           3,842            16,514            38,296            55,290
  
  Income (loss) from operations                            729             6,646            17,072            27,440
  
  Interest and debt issuance expense                     3,327             7,037            16,905            21,615
  
  Income (loss) from discontinued operations
     before income taxes                                (2,638)             (410)             (808)            5,628
  
  Provision (benefit) for income taxes                    (775)              142              (224)            2,594
  
  Income (loss) from discontinued operations,
     net of income taxes                                (1,863)             (552)             (584)            3,034
  </TABLE>
  
     The Company's discontinued operations include the operations of Perfect Fit
  through June 1996 and the operations of JPS Automotive through August 1996.
  
     Net assets of the Company's discontinued operations (excluding intercompany
  net assets) at September 29, 1996 and December 31, 1995 are as follows:
  
  <TABLE>
  <CAPTION>
                                                    September 29,      December 31,
                                                        1996               1995
                                                              (thousands)
  <S>                                                 <C>               <C>     
  Current assets                                      $ 72,402          $ 99,826
  
  Property, plant and equipment, net                   114,757           142,863
  
  Cost in excess of assets acquired, net               158,537           202,020
  
  Other assets                                           8,089             9,675
                                                      --------          --------
  
     Total assets                                      353,785           454,384
                                                      --------          --------
  
  Current liabilities                                   46,056            47,323
  
  Long-term debt                                       189,781           204,463
  
  Other liabilities                                      3,999             3,999
                                                      --------          --------
  
     Total liabilities                                 239,836           255,785
                                                      --------          --------
  
  Minority interest                                      7,694             7,247
                                                      --------          --------
  
  Net assets                                           106,255           191,352
  
  Estimated loss from sale of JPS Automotive            68,071                --
                                                      --------          --------
  
  Net assets of discontinued operations               $ 38,184          $191,352
                                                      ========          ========
  </TABLE>
  
  
                                          7
  
  <PAGE>
  
              FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  
  3. INVENTORIES
  
     The components of inventories consist of:
  
                                         September 29,     December 31,
                                             1996             1995
                                                  (thousands)
       Raw materials and supplies          $49,774          $49,963
       Work-in-process                      13,727           14,451
       Finished goods                       26,588           25,538
                                           -------          -------
  
          Total                            $90,089          $89,952
                                           =======          =======
  
  4. EARNINGS (LOSS) PER SHARE
  
     Earnings (loss) per share is calculated by dividing net income by the
  weighted average shares of common stock outstanding. For 1996, common stock
  equivalents have been included in the weighted average shares of common stock
  outstanding and amounted to approximately 300,000 shares. For 1995, common stock
  equivalents have not been included in the weighted average shares of common
  stock outstanding since the effect would be antidilutive.
  
  5. LONG-TERM DEBT
  
     The Company used approximately $12.0 million of the net proceeds from the
  sale of Perfect Fit to repay bank term loan borrowings on August 1, 1996. In
  addition, on September 23, 1996, Foamex L.P. offered to redeem approximately
  $29.8 million of its public debt at 101% of the principal amount using available
  proceeds from the Perfect Fit sale. As of October 31, 1996, the date the offer
  expired, approximately $11.0 million of Foamex L.P. public debt was tendered for
  redemption and has been classified as current in the condensed consolidated
  balance sheet as of September 29, 1996. On November 8, 1996, Foamex L.P. issued
  a supplemental offer to redeem up to an additional $18.8 million of its public
  debt at 101% of the principal amount.
  
     In connection with the sale of JPS Automotive, on October 7, 1996, the
  Company solicited from the holders of the Senior Secured Discount Debentures due
  2004 (the "Debentures") a waiver of certain provisions of the indenture pursuant
  to which the Debentures were issued. As of October 23, 1996, the Company had
  received waivers from holders of 100% of the outstanding principal amount of
  Debentures.
  
  6. ENVIRONMENTAL MATTERS  (TO BE UPDATED)
  
     The Company has reported to appropriate state authorities that it has found
  soil and groundwater contamination in excess of state standards at three
  facilities and soil contamination in excess of state standards at four other
  facilities. The Company has begun remediation and is conducting further
  investigations into the extent of the contamination at these facilities and,
  accordingly, the extent of the remediation that may ultimately be required. As
  of September 29, 1996, the Company has environmental accruals of approximately
  $1.2 million for the remaining potential remediation costs for these facilities
  based on engineering estimates.
  
     Federal regulations require that by 1998 all underground storage tanks
  ("USTs") be removed or upgraded in most states to meet applicable standards. The
  Company, like many other companies engaged in manufacturing, has USTs that will
  require removal. Due to the age of many of the Company's approximately twelve
  storage tanks, leakage has occurred from a few of these USTs resulting in soil
  and possibly groundwater contamination. The Company has accrued costs of $0.5
  million based on engineering estimates that the cost of removing the tanks and
  remediation costs associated therewith ranges from approximately $0.4 million to
  $1.1 million. However, the full extent of contamination and, accordingly, the
  actual cost of such remediation cannot be predicted with any degree of certainty
  at this time. The Company believes that its USTs do not pose a significant risk
  of environmental liability because of the Company's monitoring practices for
  USTs and conditional approval for permanent in-place closure for certain USTs.
  However, there can be no assurance that such USTs will not result in significant
  environmental liability in the future. Foamex L.P. has been designated as a
  
  
                                          8
  
  <PAGE>
  
                     FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  
  
  6. ENVIRONMENTAL MATTERS (continued)
  
  Potentially Responsible Party ("PRP") by the United States Environmental
  Protection Agency (the "EPA") with respect to eleven sites, with an estimated
  total liability to Foamex L.P. for the eleven sites of less than approximately
  $0.2 million. Estimates of total cleanup costs and fractional allocations of
  liability are generally provided by the EPA or the committee of PRP's with
  respect to the specified site. In each case, the participation of Foamex L.P. is
  considered to be immaterial.
  
     As of September 29, 1996, the recorded environmental liability amounts to
  $5.1 million, $1.2 million of which is included in current liabilities. In
  addition, the Company has a receivable of $0.6 million, net of an allowance of
  approximately $1.0 million relating to potential disagreements regarding the
  scope of indemnification for environmental liabilities from the former owners of
  Foamex L.P., which is included in current assets. The Company believes that
  realization of the receivable established for indemnification is probable.
  
     Although it is possible that new information or future developments could
  require the Company to reassess its potential exposure relating to all pending
  environmental matters, management believes that, based upon all currently
  available information, the resolution of such environmental matters will not
  have a material adverse effect on the Company's operations, financial position,
  capital expenditures or competitive position. The possibility exists, however,
  that new environmental legislation and/or environmental regulations may be
  adopted, or other environmental conditions may be found to exist, that may
  require expenditures not currently anticipated and that may be material.
  
  7. LITIGATION
  
     As of November 11, 1996, Foamex L.P. and Trace International Holdings Inc.
  ("Trace Holdings") were two of multiple defendants in actions filed on behalf of
  approximately 4,800 persons in various United States federal and state courts
  and one Canadian provincial court by recipients of breast implants, some of
  which allege substantial damages, but most of which allege unspecified damages
  for personal injuries of various types. Five of these cases seek to allege
  claims on behalf of all breast implant recipients or other allegedly affected
  parties, but no class has been approved or certified by the court. In addition,
  three cases have been filed alleging claims on behalf of approximately 2,600
  residents of Australia, New Zealand, England, and Ireland. During 1995, Foamex
  L.P. and Trace Holdings were granted summary judgments and dismissed as
  defendants from all cases in the federal courts of the United States and the
  state courts of California. Appeals for these decisions were withdrawn and the
  decisions are final. In addition, two of the cases filed on behalf of
  approximately 900 foreign plaintiffs were dismissed on the grounds that the
  cases could not be brought in the United States courts. This decision is subject
  to appeal. Foamex L.P. believes that the number of suits and claimants may
  increase. Although breast implants do not contain foam, certain silicone gel
  implants were produced using a polyurethane foam covering fabricated by
  independent distributors or fabricators from bulk foam purchased from Foamex
  L.P. or Trace Holdings. Neither Foamex L.P. nor Trace Holdings recommended,
  authorized or approved the use of its foam for these purposes. While it is not
  feasible to predict or determine the outcome of these actions, based on
  management's present assessment of the merits of pending claims, after
  consultation with the general counsel of Trace Holdings, management believes
  that the disposition of matters that are pending or that may reasonably be
  anticipated to be asserted should not have a material adverse effect on either
  Foamex L.P.'s or Trace Holdings' consolidated financial position or results of
  operations. In addition, Foamex L.P. is also indemnified by Trace Holdings for
  any such liabilities relating to foam manufactured prior to the capitalization
  of Foamex L.P. in October 1990. Although Trace Holdings has paid Foamex L.P.'s
  litigation expenses, pursuant to such indemnification, and management believes
  Trace Holdings will be in a position to continue to pay such expenses, there can
  be no assurance that Trace Holdings will be able to continue to provide such
  
  
                                          9
  
  <PAGE>
  
  
                     FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  7. LITIGATION (continued)
  
  indemnification. Based on information available at this time with respect to the
  potential liability, the Company believes that the proceedings should not
  ultimately result in any liability that would have a material adverse effect on
  the financial position or results of operations of the Company. If management's
  assessment of Foamex L.P.'s liability with respect to these actions is
  incorrect, such actions could have a material adverse effect on the Company.
  
     Foamex L.P. is one of multiple defendants in actions alleging bodily injury
  and diminution in property value as a result of alleged violations of Tennessee
  hazardous waste regulations at Foamex L.P.'s Morristown, Tennessee facilities.
  Recticel Foam Corporation ("RFC") has indemnified Foamex L.P. with respect to
  losses arising from certain events, such as this alleged violation, that had
  occurred prior to October 2, 1990. Based on information available at this time
  with respect to the potential liability, the Company believes that the
  proceedings should not ultimately result in any liability that would have a
  material adverse effect on the financial position or results of operations of
  the Company. If management's assessment of Foamex L.P.'s liability with respect
  to these actions is incorrect, such actions could have a material adverse effect
  on the Company.
  
     The Company is party to various other lawsuits, both as defendant and
  plaintiff, arising in the normal course of business. It is the opinion of
  management that the disposition of these lawsuits will not individually or in
  the aggregate, have a material adverse effect on the financial position or
  results of operations of the Company. If management's assessment of the
  Company's liability with respect to these actions is incorrect, such actions
  could have a material adverse effect on the Company's consolidated financial
  position.
  
  8. RELATED PARTY TRANSACTION
  
     On July 7, 1996, Trace Holdings issued to Foamex L.P. a promissory note for
  $4.4 million in principal amount plus accrued interest of $0.4 million, which is
  an extension of a promissory note of Trace Holdings that was due in July 1996.
  The promissory note is due and payable on demand or, if no demand is made, July
  7, 1997, and bears interest at 9.5%, payable quarterly in arrears commencing
  October 1, 1996. The promissory note is included in other stockholders' equity
  (deficit).
  
  
  
  
                                         10
  
  <PAGE>
  
  
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
  
     Foamex International Inc. (the "Company") operates in the polyurethane foam
  products business segment which consists of its largest subsidiary Foamex L.P.,
  together with Foamex L.P.'s wholly-owned subsidiaries, General Felt Industries,
  Inc., Foamex Fibers, Inc., Foamex Canada Inc. ("Foamex Canada"), and Foamex
  Latin America, Inc. The following discussion should be read in conjunction with
  the condensed consolidated financial statements and related notes thereto of the
  Company included in this report.
  
     On August 28, 1996, the Company entered into an agreement to sell its
  partnership interests in JPS Automotive L.P. ("JPS Automotive") (which comprised
  the automotive textiles segment of the Company and substantially all of the
  assets of JPS Automotive). The Company expects the sale of JPS Automotive to be
  consummated prior to December 29, 1996. On August 1, 1996, the Company
  consummated the sale of the home comfort products business of Perfect Fit
  Industries, Inc. ("Perfect Fit") (which comprised the home comfort products
  segment of the Company and substantially all of the assets of Perfect Fit).
  Accordingly, the accompanying condensed consolidated financial statements
  reflects the automotive textiles and home comfort products business segments as
  discontinued operations. See Note 2 to the condensed consolidated financial
  statements for further discussion.
  
     The Company's automotive foam customers are predominantly automotive original
  equipment manufacturers or other automotive suppliers. As such, the sales of
  these product lines are directly related to the overall level of passenger car
  and light truck production in North America. Also, the Company's sales are
  sensitive to sales of new and existing homes, changes in personal disposable
  income and seasonality. The Company typically experiences two seasonally slow
  periods during each year, in early July and in late December, due to scheduled
  plant shutdowns and holidays.
  
  13 Week Period Ended September 29, 1996 Compared to 13 Week Period Ended 
  October 1, 1995
  
  Results of Operations
  
     Net sales for 1996 were $236.8 million as compared to $217.0 million in 1995,
  an increase of $19.8 million or 9.1%. Carpet cushion net sales for 1996
  increased 13.4% to $77.0 million from $67.9 million in 1995 primarily due to
  increased selling prices late in the second quarter of 1996, as well as
  increased shipments of certain carpet cushion products. Cushioning foam net
  sales for 1996 increased 4.5% to $86.0 million from $82.3 million in 1995
  primarily due to an increase in net sales volume from both new and existing
  customers using bedding related products, as well as increased selling prices
  initiated at the beginning of 1996. Automotive foam net sales for 1996 increased
  8.5% to $55.9 million from $51.5 million in 1995 primarily due to a continued
  increase in net sales of tri-laminates and composite headliners and increased
  selling prices initiated at the beginning of 1996. Technical foam net sales for
  1996 increased 17.0% to $17.9 million from $15.3 million for 1995 primarily due
  to increased selling prices and increased net sales volume.
  
     Gross profit as a percentage of net sales increased to 16.9% for 1996 from
  14.2% in 1995 primarily due to selling price increases and improved material and
  production efficiencies.
  
     Income from operations increased to $24.5 million for 1996 from $15.1 million
  in 1995 primarily due to improved gross profit margins as discussed above.
  Selling, general and administrative expenses were consistent for 1996 and 1995,
  however, decreased as a percentage of net sales to 6.5% for 1996 from 7.2% in
  1995. This decrease was primarily the result of the restructuring and
  operational plans implemented in late 1995.
  
     Income from continuing operations increased to $7.4 million or $0.29 per
  share for 1996 as compared to $1.0 million or $0.04 per share in 1995. The
  increase is primarily due to the reasons cited above and a decrease in the
  
  
                                         11
  
  <PAGE>
  
  
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
  
  average weighted shares outstanding resulting from the purchase of treasury
  stock offset by an increase in interest and debt issuance expense of $0.7
  million. The increase in interest and debt issuance expense is primarily due to
  (i) the inclusion in 1996 continuing operations of interest expense on the $29.8
  million of public debt that the Company has offered to redeem (see Note 5 to the
  condensed consolidated financial statements); whereas for the 1995 period, this
  interest expense was allocated to discontinued operations (ii) offset by
  favorable results from interest rate swap agreements. The effective income tax
  rate for continuing operations decreased to 34.2% for 1996 from 57.1% in 1995
  primarily due to the income tax benefit associated with the reversal of income
  tax valuation allowances and the relationship of permanent differences for
  income tax purposes to income from continuing operations.
  
     The loss from discontinued operations totaling $73.6 million for 1996
  primarily relates to the estimated loss on the expected sale of JPS Automotive,
  the sale of Perfect Fit which was completed on August 1, 1996, and the operating
  loss of both entities for the periods presented. See notes to condensed
  consolidated financial statements for further discussion.
  
     The extraordinary loss on early extinguishment of debt of $0.4 million (net
  of income tax benefits of $0.3 million) relates to the write-off of debt
  issuance costs associated with the early extinguishment of $12.0 million of bank
  term loan borrowings.
  
     Operating results for 1996 are expected to be influenced by various internal
  and external factors. These factors include, among other things, (i) the
  implementation of an operational plan to improve the profitability of the foam
  products segment, (ii) the completion of the consolidation of thirteen foam
  production, fabrication or branch locations, (iii) the potential reduction of
  long-term debt with substantially all of the proceeds from the sale of the home
  comfort products segment and from the expected sale of the automotive textiles
  segment, (iv) additional raw material price increases, if any, by the Company's
  chemical suppliers and (v) the Company's success in passing on to its customers
  selling price increases to recover previous raw material cost increases.(1)
  
  39 Week Period Ended September 29, 1996 Compared to 39 Week Period Ended 
  October 1, 1995
  
  Results of Operations
  
     Net sales for 1996 were $696.3 million as compared to $651.9 million in 1995,
  an increase of $44.4 million or 6.8%. Carpet cushion net sales for 1996
  increased 4.7% to $217.2 million from $207.5 million for 1995 primarily due to
  increased selling prices late in the second quarter of 1996 offset by a decrease
  in net sales volume during the first quarter of 1996. Cushioning foam net sales
  for 1996 increased 7.6% to $252.0 million from $234.2 million in 1995 primarily
  due to increased net sales volume from both new and existing customers using
  bedding related products, increased selling prices initiated at the beginning of
  1996 and the April 1995 acquisition of a company which manufacturers cushioning
  products. Automotive foam net sales for 1996 increased 8.0% to $175.2 million
  from $162.2 million in 1995 primarily due to a continued increase in net sales
  of tri-laminates and composite headliners and increased selling prices initiated
  at the beginning of 1996. Technical foam net sales for 1996 increased 8.1% to
  $51.9 million from $48.0 million in 1995 primarily due to increased selling
  prices and increased net sales volume.
  
     Gross profit as a percentage of net sales increased to 16.4% for 1996 from
  14.8% in 1995 primarily due to selling price increases and improved material and
  production efficiencies.
  
     Income from operations increased to $71.0 million for 1996 from $49.9 million
  in 1995 primarily due an increase in gross profit margins as discussed above and
  a decrease in selling, general and administrative expenses of $3.6 million for
  1996 as compared to 1995. The decrease in selling, general and administrative
  expenses is the result of reductions in salary, traveling and professional
  costs.
  
  
  (1)  This paragraph contains forward-looking statements and should be read in
       conjunction with the discussion regarding forward-looking statements set
       forth on Page 5 of the Company's Annual Report on Form 10-K.
  
  
                                         12
  
  <PAGE>
  
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
  
     Income from continuing operations increased to $19.8 million or $0.77 per
  share for 1996 as compared to $6.4 million or $0.24 per share in 1995. The
  increase is primarily due to the reasons cited above and a decrease in the
  average weighted shares outstanding resulting from the purchase of treasury
  stock offset by an increase in interest and debt issuance expense of $0.2
  million. The increase in interest and debt issuance expense is primarily due to
  (i) the inclusion in 1996 continuing operations of two months of interest
  expense on the $29.8 million of public debt that the company has offered to
  redeem (see Note 5 to the condensed consolidated financial statements); whereas
  for the 1995 period, this interest expense was allocated to discontinued
  operations (ii) offset by favorable results from interest rate swap agreements.
  The effective income tax rate for continuing operations decreased to 38.5% for
  1996 as compared to 44.2% in 1995 primarily due to the income tax benefit
  associated with the reversal of income tax valuation allowances and the
  relationship of permanent differences for income tax purposes to income from
  continuing operations.
  
     The loss from discontinued operations totaling $111.6 million for 1996
  primarily relates to the estimated loss on the sale of JPS Automotive, the sale
  of Perfect Fit which was completed on August 1, 1996, and the operating loss of
  both entities for the periods presented. See notes to condensed consolidated
  financial statements for further discussion.
  
     The extraordinary loss on early extinguishment of debt of $0.4 million (net
  of income tax benefits of $0.3 million) relates to the write-off of debt
  issuance costs associated with the early extinguishment of $12.0 million of bank
  term loan borrowings.
  
     Operating results for 1996 are expected to be influenced by various internal
  and external factors. These factors include, among other things, (i) the
  implementation of an operational plan to improve the profitability of the foam
  products segment, (ii) the completion of the consolidation of thirteen foam
  production, fabrication or branch locations, (iii) the potential reduction of
  long-term debt with substantially all of the proceeds from the sale of the home
  comforts products segment and from the expected sale of the automotive textiles
  segment, (iv) additional raw material price increases, if any, by the Company's
  chemical suppliers and (v) the Company's success in passing on to its customers
  selling price increases to recover previous raw material cost increases.(1)
  
  Liquidity and Capital Resources
  
     Liquidity
  
     The Company's operating cash requirements consist principally of working
  capital requirements, scheduled payments of principal and interest on
  outstanding indebtedness and capital expenditures of the operating subsidiaries.
  The Company believes that cash flow from operating activities, cash on hand and
  periodic borrowings under Foamex L.P.'s revolving credit agreement, if
  necessary, will be adequate to meet operating cash requirements. The ability to
  meet the operating cash requirements of Foamex L.P. could be impaired if Foamex
  L.P. were to fail to comply with any of the covenants contained in the Foamex
  L.P. credit facility (the "Foamex L.P. Credit Facility") and such noncompliance
  was not cured by Foamex L.P. or waived by the lenders. Foamex L.P. was in
  compliance with the covenants as of September 29, 1996 and expects to be in
  compliance with the covenants for the foreseeable future. The ability of Foamex
  L.P. to make distributions to the Company is restricted by the terms of its
  financing agreement; therefore, the Company is not expected to have access to
  the cash flow generated by Foamex L.P. for the foreseeable future.
  
     Cash and cash equivalents increased $43.5 million during 1996 to $48.1
  million at September 29, 1996 from $3.3 million at December 31, 1995 primarily
  due to the net proceeds received from the sale of Perfect Fit and improved
  
  (1)  This paragraph contains forward-looking statements and should be read in
       conjunction with the discussion regarding forward-looking statements set
       forth on Page 5 of the Company's Annual Report on Form 10-K.
  
  
                                         13
  
  
  <PAGE>
  
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
  
  operating results for 1996 as compared to 1995. Working capital increased $40.7
  million during 1996 to $127.4 million at September 29, 1996 from $86.7 million
  at December 31, 1995 primarily due to the net proceeds received on the sale of
  Perfect Fit and improved results from continuing operations. The net operating
  assets and liabilities (comprised of accounts receivable, inventories and
  accounts payable) increased $25.8 million to $140.1 million at September 29,
  1996 from $114.3 million at December 31, 1995 primarily due to an increase in
  accounts receivable. The increase in accounts receivable was primarily due to an
  increase in net sales for September 1996 as compared to December 1995.
  Inventories and accounts payable as of September 29, 1996 were fairly consistent
  with December 31, 1995.
  
     Cash Flow from Operating Activities
  
     Cash flow from operating activities was $49.7 million and $36.3 million for
  1996 and 1995, respectively. Cash flow from operating activities increased for
  1996 as compared to 1995 primarily due to improved results from continuing
  operations and changes in the assets and liabilities of discontinued operations
  offset by a use of cash for operating assets and liabilities.
  
     Cash Flow from Investing Activities
  
     During 1996, the Company spent approximately $14.5 million on capital
  expenditures and expects to maintain spending for capital expenditures at this
  level for the foreseeable future.
  
     On August 1, 1996, the Company consummated the Perfect Fit sale and received
  approximately $45.4 million in cash sales proceeds, subject to post-closing
  adjustments.
  
     Cash Flow from Financing Activities
  
     As of September 29, 1996, there were no outstanding revolving credit
  borrowings under the Foamex L.P. Credit Facility with unused availability of
  approximately $33.3 million.
  
     Borrowings by Foamex Canada as of September 29, 1996 were $3.7 million under
  a revolving credit agreement with unused availability of approximately $0.8
  million.
  
     During the Company used approximately $12.0 million of the net proceeds from
  the sale of Perfect Fit to repay bank term loan borrowings.
  
     During the thirty-nine week period ended September 29, 1996, the Company
  purchased 592,200 shares of its common stock for an aggregate cost of $5.8
  million under programs authorized by the Board of Directors to purchase up to
  3.0 million shares of the Company's common stock.
  
  Interest Rate Swap Agreements
  
     The Company enters into interest rate swaps to lower funding costs and/or to
  manage interest costs and exposure to changing interest rates. The Company does
  not hold or issue financial instruments for trading purposes. Foamex L.P. has an
  interest rate swap agreement with a notional amount of $150.0 million through
  June 2000. Under the swap agreement, Foamex L.P. is obligated to make variable
  payments based on LIBOR in exchange for fixed payments at a rate of 5.81% per
  annum by the swap partner payable semiannually in arrears. Interest expense will
  be subject to fluctuations in LIBOR. Foamex L.P. is exposed to credit loss in
  the event of nonperformance by the swap partner; however, the occurrence of this
  event is not anticipated.
  
  
  
                                         14
  
  <PAGE>
  
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
     Also, Foamex L.P. has an interest rate swap agreement, as amended, for a
  notional amount of $150.0 million through December 1999. Under this agreement,
  Foamex L.P. has made variable payments based on LIBOR with a cap of 5.5% and a
  floor of 4.75% per annum for the six months ended in June 1995, variable
  payments based on LIBOR with a floor of 4.75% per annum for the six months ended
  in December 1995 and fixed payments at a rate of 5.81% per annum for the six
  months ended in June 1996 and is obligated to make fixed payments at a rate of
  5.81% per annum, for the remainder of the agreement, in exchange for variable
  payments by the swap partner at the rate of LIBOR plus 0.80% per annum for the
  six months ended in June 1995, LIBOR plus 0.72% per annum for the six months
  ended in December 1995, LIBOR plus 2.45% per annum for the six months ended in
  June 1996, LIBOR plus 2.39% per annum for the six months ended in December 1996,
  the lower of 12.34% per annum less LIBOR or 7.34% per annum for the six months
  ended in June 1997 and December 1997 and 12.34% per annum less LIBOR for the
  remainder of the term of the agreement, payable semiannually in arrears. The
  swap partner has the ability to terminate the swap agreement in December 1997.
  Foamex L.P. is exposed to credit loss in the event of nonperformance by the swap
  partner; however, the occurrence of this event is not anticipated. Interest
  expense will be subject to fluctuations in LIBOR. The effect of the two interest
  rate swaps described above was a favorable adjustment to interest expense of
  $0.9 million and $0.2 million for the thirteen week periods and $2.8 million and
  $0.9 million for the thirty-nine week periods ended September 29, 1996 and
  October 1, 1995, respectively.
  
  Environmental Matters
  
     The Company is subject to extensive and changing environmental laws and
  regulations. Expenditures to date in connection with the Company's compliance
  with such laws and regulations did not have a material adverse effect on
  operations, financial position, capital expenditures or competitive position.
  The amount of liabilities recorded by the Company in connection with
  environmental matters as of September 29, 1996 was $5.1 million. In addition, as
  of September 29, 1996, the Company has a receivable of $0.6 million, net of $1.0
  million allowance relating to potential disagreements regarding the scope of the
  indemnification for environmental liabilities from former owners. Although it is
  possible that new information or future developments could require the Company
  to reassess its potential exposure to all pending environmental matters,
  including those described in the footnotes to the Company's condensed
  consolidated financial statements, management believes that, based upon all
  currently available information, the resolution of all such pending
  environmental matters will not have a material adverse effect on the Company's
  operations, financial position, capital expenditures or competitive position.
  
     The possibility exists, however, that new environmental legislation and/or
  environmental regulations may be adopted, or other environmental conditions may
  be found to exist, that may require expenditures not currently anticipated and
  that may be material.
  
  Inflation and Other Matters
  
     There was no significant impact on the Company's operations as a result of
  inflation for the periods presented. In some circumstances, market conditions or
  customer expectations may prevent the Company from increasing the price of its
  products to offset the inflationary pressures that may increase its costs in the
  future.
  
  
  
                                         15
  
  <PAGE>
  
  Part II - Other Information
  
  Item 1.   Legal Proceedings
  
            Reference is made to the description of the legal proceedings
            contained in the Company's Annual Report on Form 10-K for the fiscal
            year ended December 31, 1995 and in the Company's Quarterly Reports on
            Form 10-Q for the fiscal quarters ended March 31, 1996 and June 30,
            1996.
  
            The information from Notes 6 and 7 of the condensed consolidated
            financial statements of the Company as of September 29, 1996
            (unaudited) is incorporated herein by reference.
  
  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 the Company.
  3.2(a)    - By-laws of the Company.
  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
              the Company 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
              the Company and FCC, as Issuers, the Company, General Felt and 
              Perfect Fit, as Guarantors and Shawmut, as trustee, relating to the
              Senior Secured Notes.
  4.3.1(u)  - Third Supplemental Indenture, dated as of August 1, 1996, by and
              among Foamex L.P. and Foamex Capital Corporation, as Issuers, Foamex
              International Inc., as parent guarantor, General Felt Industries,
              Inc., as guarantor, Perfect Fit Industries, Inc., as withdrawing
              guarantor, and Fleet National Bank, 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.
  
  
                                         16
  
  <PAGE>
  
  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(a)   - Pledge Agreement of Perfect Fit, dated November 18, 1993, in
              connection with the Senior Secured Notes.
  4.13(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.
  4.14(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.
  4.15(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.
  4.16(a)   - Third Supplemental Indenture, dated as of December 14, 1993, among
              Foamex L.P. and FCC, as Issuers, the Company, General Felt and 
              Perfect Fit, as Guarantors, and Shawmut Connecticut, as trustee, 
              relating to the Senior Notes.
  4.17(m)   - Fourth Supplemental Indenture, dated as of October 31, 1994, among
              Foamex L.P. and FCC as Issuers, the Company as Parent Guarantor,
              General Felt and Perfect Fit as Guarantors, and Shawmut Connecticut,
              as Trustee, relating to the Senior Notes.
  4.17.1(u) - Fifth Supplemental Indenture, dated as of August 1, 1996, by and
              among Foamex L.P. and Foamex Capital Corporation, as Issuers, Foamex
              International Inc., as parent guarantor, General Felt Industries,
              Inc., as guarantor, Perfect Fit Industries, Inc., as withdrawing
              guarantor, and Fleet National Bank, as Trustee, relating to the 
              Senior Notes.
  4.18(c)   - Indenture, dated as of October 13, 1992, among Foamex L.P., FCC and
              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(b)   - Third Supplemental Indenture, dated as of December 14, 1993, among
              Foamex L.P. and FCC, as Issuers, the Company, General Felt and 
              Perfect Fit, as Guarantors, and Shawmut, as trustee, relating to the
              Senior Subordinated Debentures.
  4.21.1(u) - Fourth Supplemental Indenture, dated as of August 1, 1996, by and
              among Foamex L.P. and Foamex Capital Corporation, as Issuers, Foamex
              International Inc., as parent guarantor, General Felt Industries,
              Inc., as guarantor, Perfect Fit Industries, Inc., as withdrawing
              guarantor, and Fleet National Bank, as Trustee, relating to the
              Subordinated Debentures.
  
  
  
                                         17
  
  <PAGE>
  
  4.22(i)   - Indenture, dated as of June 28, 1994, among FJPS and FJCC, as
              Issuers, Foamex International Inc., 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.
  4.23(m)   - Pledge Agreement, dated as of June 28, 1994, made by FJPS in favor
              of Shawmut, as collateral agent for the holders of the Senior 
              Secured Discount Debentures.
  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(m)   - Pledge Agreement, dated as of June 28, 1994, among FJPS in favor of
              Foamex L.P. to secure its obligations under its Senior Note due 
              2006.
  4.26(m)   - Pledge Agreement, dated as of June 28, 1994, made by JPS Automotive
              L.P. in favor of Foamex L.P. to secure FJPS's obligations under its
              Senior Note due 2006.
  4.27(g)   - Indenture, between Products Corp. and Shawmut Connecticut, as
              Trustee, relating to $180,000,000 principal amount of 111/8% Senior
              Notes due 2001 (the "JPS Automotive Senior Notes"), including form 
               of the JPS Automotive Senior Note.
  4.28(j)   - First Supplemental Indenture, dated as of October 5, 1994, between
              Products Corp., JPS Automotive L.P., and Shawmut Connecticut, as
              Trustee, relating to the JPS Automotive Senior Notes due 2001.
  4.29(u)   - Commitment letter, dated July 9, 1996, from The Bank of Nova
              Scotia to Foamex Canada Inc.
  4.30(u)   - 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").
  4.31(x)   - 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.
  4.32(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.
  4.33(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.
  4.34(i)   - Amended and Restated Guaranty, dated as of June 28, 1994, executed
              by the Company 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(t)   - First Amendment to Amended and Restated Guaranty, dated June 30,
              1995, executed by the Company 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)   - Second Amendment to Amended and Restated Guaranty, dated February
              27, 1996, executed by the Company 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.
  4.39.1(u) - Amendatory Agreement, dated as of July 30, 1996, among Foamex
              L.P., General Felt Industries, Inc., Foamex Capital Corporation, and
              Citibank N.A., as collateral agent under the Credit Agreement.
  
  
                                        18
  <PAGE>
  
  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(j)   - Amended and Restated Credit Agreement, dated October 5, 1994, by
              and among, Products Corp., JPS Automotive, JPSGP Inc., the
              institutions party thereto as Lenders, the institutions party
              thereto as Issuing Banks, and Citibank, N.A. and The Bank of Nova
              Scotia.
  4.42(m)   - First Amendment to the Amended and Restated Credit Agreement of
              JPS Automotive, dated as of November 11, 1994.
  4.43(m)   - Second Amendment to the Amended and Restated Credit Agreement of
              JPS Automotive, dated as of February 8, 1995.
  4.44(s)   - Third Amendment to the Amended and Restated Credit Agreement of
              JPS Automotive, dated as of February 27, 1996.
  4.45.1(u) - Fourth Amendment to the Amended and Restated Credit Agreement of
              JPS Automotive, dated as of June 19, 1996.
  4.46(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
              Rallis.
  4.47(a)   - Marely Loan Commitment Agreement, dated as of December 14, 1993,
              by and between the Company and Marely.
  4.48(a)   - DLJ Loan Commitment Agreement, dated as of December 14, 1993, by
              and between the Company and DLJ Funding.
  4.49(u)   - 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(a)   - Registration Rights Agreement, dated as of December 14, 1993, by
              and among the Company and GBNY and, for certain limited purposes as
              set forth therein, Trace Holdings and Trace Foam.
  10.2(a)   - Registration Rights Agreement, dated as of December 14, 1993, by
              and among the Company and RFC and, for certain limited purposes as
              set forth therein, Trace Holdings and Trace Foam.
  10.3(a)   - Registration Rights Agreement, dated as of December 14, 1993, by
              and between the Company and Rallis.
  10.4(a)   - Registration Rights Agreement, dated as of December 14, 1993, by
              and among the Company and DLJ Funding and, for certain limited
              purposes as set forth therein, Trace Holdings and Trace Foam.
  10.5(a)   - Registration Rights Agreement, dated as of December 14, 1993, by
              and between the Company and FCD Sub, Inc.
  10.6(a)   - Registration Rights Agreement, dated as of December 14, 1993, by
              and among the Company and Marely and, for certain limited purposes
              as set forth therein, Trace Holdings and Trace Foam.
  10.7(a)   - Registration Rights Agreement, dated as of December 14, 1993, by
              and between the Company and Trace Foam.
  10.8(a)   - Registration Rights Agreement, dated as of December 14, 1993, by
              and between the Company and Trace Holdings.
  10.9(a)   - Registration Rights Agreement, dated as of November 18, 1993, by
              and among the Company and the Investors which are signatories
              thereto.
  10.10(i)  - Warrant Registration Rights Agreement, dated as of June 28, 1994,
              by and among the Company, DLJ and Smith Barney Inc.
  10.11(i)  - Senior Secured Discount Debenture Registration Rights Agreement,
              dated as of June 28, 1994, among FJPS, FJCC, Holdings, DLJ, and
              Smith Barney Inc.
  10.12(h)  - Warrant Agreement, dated as of June 28, 1994, between the Company
              and Shawmut Bank.
  10.13(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").
  10.14(m)  - Swap Agreement, dated as of March 31, 1994, and amended in
              November 1994, by and between Foamex L.P., and Citibank, N.A.
  10.15(t)  - Amended Confirmation Letter Agreement, dated as of February 2,
              1996, by and between Foamex L.P. and Citibank, N.A.
  
  
                                        19
  
  <PAGE>
  
  10.15.1(u)- Amended Confirmation Letter Agreement, dated May 29, 1996, by and
              between Foamex L.P. and Citibank, N.A.
  10.16(b)  - Revised Swap Transaction Letter Agreement, dated as of June 10,
              1993, among Foamex L.P., FCC and Salomon Holdings.
  10.17(g)  - Swap Agreement, dated as of June 30, 1994, by and between JPS
              Automotive and Citibank, N.A.
  10.18(p)  - Revised Swap Transaction Letter Agreement, dated May 11, 1995,
              among JPS Automotive Products Corporation, JPS Automotive, and
              Citibank, N.A.
  10.19(y)  - Revised Confirmation of Interest Rate Swap Termination, dated
              September 25, 1996, by and between JPS Automotive and Citibank, N.A.
  10.20(d)  - Reimbursement Agreement, dated as of March 23, 1993, between Trace
              Holdings and General Felt.
  10.21(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.
  10.22(e)  - Asset Transfer Agreement, dated as of October 2, 1990, between
              Trace Holdings and the Foamex L.P. (the "Trace Holdings Asset
              Transfer Agreement").
  10.23(e)  - First Amendment, dated as of December 19, 1991, to the Trace
              Holdings Asset Transfer Agreement.
  10.24(e)  - Amended and Restated Guaranty, dated as of December 19, 1991, made
              by Trace Foam in favor of Foamex L.P.
  10.25(e)  - Asset Transfer Agreement, dated as of October 2, 1990, between RFC
              and Foamex L.P. (the "RFC Asset Transfer Agreement").
  10.26(e)  - First Amendment, dated as of December 19, 1991, to the RFC Asset
              Transfer Agreement.
  10.27(e)  - Schedule 5.03 to the RFC Asset Transfer Agreement (the "5.03
              Protocol").
  10.28(d)  - The 5.03 Protocol Assumption Agreement, dated as of October 13,
              1992, between RFC and Foamex L.P.
  10.29(d)  - Letter Agreement between Trace Holdings and Recticel regarding the
              Recticel guaranty, dated as of July 22, 1992.
  10.30(i)  - Supply Agreement, dated June 28, 1994, between Foamex L.P. and the
              Company.
  10.31(i)  - First Amended and Restated Tax Sharing Agreement, dated as of
              December 14, 1993, among Foamex L.P., Trace Foam, FMXI, and the
              Company.
  10.32(i)  - Tax Sharing Agreement, dated as of June 28, 1994, among FJPS and
              the Company.
  10.33(d)  - Trace Foam Management Agreement between Foamex L.P. and Trace
              Foam, dated as of October 13, 1992.
  10.34(i)  - Affirmation Agreement re: Management Agreement, dated as of
              December 14, 1993 between Foamex L.P. and Trace Foam.
  10.35(r)  - Aircraft Purchase Agreement, dated as of August 22, 1995, by and
              between Trace Aviation and Foamex Aviation.
  10.36(r)  - Aircraft Sale, Lease and Operating Agreement, dated as of August
              22, 1995, by and between Trace Aviation and Trace Holdings.
  10.37(r)  - Assumption/Aircraft Security Agreement, dated as of August 22,
              1995, by and between Foamex Aviation and the CIT Group/Equipment
              Financing, Inc. ("CIT Group").
  10.38(r)  - Collateral Assignment of Aircraft Leases and Aircraft Use
              Agreements, dated as of August 22, 1995, by and between Foamex
              Aviation and CIT Group.
  10.39(r)  - Guaranty by the Company in favor of CIT Group, dated as of August
              22, 1995.
  10.40(r)  - Aviation Guaranty Indemnity Agreement, dated as of August 22,
              1995, by and between the Company and Trace Holdings.
  10.41(e)  - Salaried Incentive Plan of Foamex L.P. and Subsidiaries.
  10.42(e)  - Trace Holdings 1987 Nonqualified Stock Option Plan.
  10.43(e)  - Equity Growth Participation Program.
  10.44(m)  - General Felt Industries, Inc. Retirement Plan for Salaried
              Employees, effective as of January 1, 1995.
  
  
                                        20
  
  <PAGE>
  10.45(e)  - Foamex L.P. Salaried Retirement Plan (formerly known as the Foamex
              L.P. Products, Inc. Salaried Employee Retirement Plan), as amended,
              effective July 1, 1984.
  10.46(e)  - Foamex L.P. 401(k) Savings Plan dated January 1, 1989.
  10.47(q)  - Foamex/GFI 401(k) Savings Plan dated July 1, 1995.
  10.48(a)  - The Company's 1993 Stock Option Plan.
  10.49(a)  - The Company's Non-Employee Director Compensation Plan.
  10.50(s)  - Hourly Employees' Pension Plan of JPS Automotive Products Corp.
  10.51(s)  - Retirement Pension Plan for Employees of JPS Automotive L.P.
  10.52(p)  - Savings, Investment and Profit Sharing Plan of JPS Automotive
              L.P., dated October 6, 1994.
  10.53(p)  - First Amendment to Savings, Investment and Profit Sharing Plan of
              JPS Automotive L.P., dated July 26, 1995.
  10.54(a)  - Employment Agreement, dated as of May 6, 1993, by and between
              Foamex L.P. and Rallis.
  10.55(f)  - Employment Agreement, dated as of February 1, 1994, by and between
              Foamex L.P. and William H. Bundy.
  10.56(t)  - Employment Agreement, dated as of June 26, 1995, by and between
              Foamex L.P. and Salvatore J. Bonanno
  10.57(j)  - Employment Agreement, dated as of July 22, 1994, by and among the
              Company, JPS Automotive, and Jerry Burns.
  10.58(n)  - Employment Agreement, dated as of August 4, 1994, by and between
              the Company, JPS Automotive, and Robert Sparks.
  10.59(s)  - Employment Agreement, dated as of September 1, 1995 by and between
              JPS Automotive and Dean Gaskins.
  10.60(o)  - Bonus Agreement, dated as of May 7, 1993, between the Company and
              Robert Hay.
  10.61(a)  - Amended and Restated Put Option Agreement, dated as of December
              14, 1993, by and between Trace Holdings and Rallis.
  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(g)  - Asset Purchase Agreement, dated as of May 25, 1994, by and among
              JPS Automotive, JPS Textile Group, Inc., the Company, JPS Auto Inc.,
              and JPS Converter & Industrial Corp. ("C&I").
  10.64(g)  - Services Agreement, by and between JPS Automotive and the Company.
  10.65(g)  - Dunean Reciprocal Easement Agreement, by and between JPS
              Automotive and C&I.
  10.66(g)  - Supply Agreement, by and among the Company and certain of its
              affiliates and JPS Automotive.
  10.67(g)  - Tax Sharing Agreement, by and among JPS Automotive and its
              partners.
  10.68(g)  - Financing Agreement, dated as June 4, 1993, by and between
              NationsBank of North Carolina, N.A. and Cramerton, as amended by the
              First Amendment and Correction of Financing Agreement, dated as of
              April 28, 1994.
  10.69(n)  - Second Amendment and Correction of Financing Agreement, dated as
              of December 28, 1994, by and between NationsBank of North Carolina,
              N.A. and Cramerton.
  10.70(s)  - Third Amendment to Financing Agreement, dated December 12, 1995,
              by and between NationsBank of North Carolina, N.A. and Cramerton.
  10.70.1(v) - Fourth Amendment to Financing Agreement, dated June 14, 1996, by
              and between NationsBank of North Carolina, N.A. and Cramerton.
  10.71(g)  - Amended and Restated Agreement of Limited Partnership of Cramerton
              Automotive Products, L.P., dated as of December 2, 1991.
  10.72(m)  - First Amendment to Amended and Restated Agreement of Limited
              Partnership of Cramerton Automotive Products, L.P., dated as of June
              28, 1994.
  10.73(m)  - Second Amendment to Amended and Restated Agreement of Limited
              Partnership of Cramerton Automotive Products, L.P., dated as of
              October 5, 1994.
  10.74(g)  - Stockholders' Agreement, dated as of December 2, 1991, by and
              among Cramerton Management Corp., JPS Group, and Seiren Co., Ltd.
              (the "Stockholders' Agreement").
  10.75(m)  - First Amendment to Stockholders' Agreement, dated as of June 28,
              1994.
  
  
                                        21
  
  <PAGE>
  10.76(w)  - 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.
  10.77(z)  - Equity Purchase Agreement, dated as of August 28, 1996, by and
              among JPSGP Inc., Foamex-JPS Automotive L.P., and Collins & Aikman
              Products Co.
  -------------------
  
       (a)  Incorporated herein by reference to the Exhibit to the Company'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
            the Company 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 the
            Company for the quarterly period ended July 3, 1994.
  
       (i)  Incorporated herein by reference to the Exhibit to the Registration
            Statement of FJPS, FJCC, and the Company 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 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 FCC, and General Felt for the
            fiscal quarter ended October 2, 1994.
  
       (l)  Incorporated herein by reference to the Exhibit in the Registration
            Statement of the Company on Form S-3, Registration No. 33-85488.
  
       (m)  Incorporated herein by reference to the Exhibit to the Form 10-K of
            the Company for fiscal 1994.
  
       (n)  Incorporated herein by reference to the Exhibit to the Form 10-K of
            JPS Automotive for fiscal 1994.
  
       (o)  Incorporated herein by reference to the Exhibit to the Form 10-K of
            Foamex L.P. for fiscal 1994.
  
       (p)  Incorporated herein by reference to the Exhibit to the Form 10-Q of
            JPS Automotive for the quarterly period ended July 2, 1995.
  
  
  
                                        22
  
  <PAGE>
  
       (q)  Incorporated herein by reference to the Exhibit to the Form 10-Q of
            Foamex L.P. for the quarterly period ended July 2, 1995.
  
       (r)  Incorporated herein by reference to the Exhibit to the Form 10-Q of
            the Company for the quarterly period ended October 1, 1995.
  
       (s)  Incorporated herein by reference to the Exhibit to the Form 10-K of
            JPS Automotive for fiscal 1995.
  
       (t)  Incorporated herein by reference to the Exhibit to the Form 10-K of
            Foamex L.P. for fiscal 1995.
  
       (u)  Incorporated herein by reference to the Exhibit to the Form 10-Q of
            Foamex L.P. for the quarterly period ended June 30, 1996.
  
       (v)  Incorporated herein by reference to the Exhibit to the Form 10-Q of
            JPS Automotive for the quarterly period ended June 30, 1996.
  
       (w)  Incorporated herein by reference to the Exhibit to the Form 8-K of
            Foamex L.P. reporting an event which occurred on June 11, 1996.
  
       (x)  Incorporated herein by reference to the Exhibit to the Form 10-Q of
            Foamex L.P. for the quarterly period ended September 29, 1996.
  
       (y)  Incorporated herein by reference to the Exhibit to the Form 10-Q of
            JPS Automotive for the quarterly period ended September 29, 1996.
  
       (z)  Incorporated herein by reference to the Exhibit to the Form 8-K of
            Foamex International reporting an event which occurred on August 28,
            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.
  
       (b) The Company filed the following Current Reports on Form 8-K:
  
            Form 8-K reporting an event that occurred on August 1, 1996 (sale of
            Perfect Fit including pro forma financial information).
  
            Form 8-K reporting an event that occurred on August 28, 1996
            (execution of JPS Automotive Agreement).
  
  
  
                                        23
  
  <PAGE>
  
  
                                    SIGNATURES
  
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
  
                                              FOAMEX INTERNATIONAL INC.
  
  
  Date:     November 11, 1996                 By:   /s/ Kenneth R. Fuette
                                                    ------------------------
                                                    Kenneth R. Fuette
                                                    Chief Financial Officer and
                                                    Chief Accounting Officer
  
  
  
                                        24
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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 September 29, 1996
  
                           Commission file number 0-22624
  
                              FOAMEX INTERNATIONAL INC.
               (Exact name of registrant as specified in its charter)
  
             Delaware                                      05-0473908
  (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 registrant (1) has 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) has been subject to such filing
  requirements for the past 90 days.
  YES  [X]    NO [ ]
   
  The number of shares of the registrant's common stock outstanding as of 
  November 1, 1996 was 25,209,362.
  
                                    Page 1 of 24
                            Exhibit List on Page 16 of 24
  FOAMEX INTERNATIONAL INC.
  
                                        INDEX
                                                                              Page
  
  Part I.   Financial Information:
  
            Item 1.  Financial Statements
  
              Condensed Consolidated Statements of Operations -
                Thirteen Week and Thirty-Nine Week Periods Ended
                September 29, 1996 and October 1, 1995                         3
  
              Condensed Consolidated Balance Sheets as of September
                29, 1996 and December 31, 1995                                 4
  
              Condensed Consolidated Statements of Cash Flows -
                Thirty-Nine Week Periods Ended September 29, 1996
                and October 1, 1995                                            5
  
              Notes to Condensed Consolidated Financial Statements             6
  
            Item 2.  Management's Discussion and Analysis of Financial 
                     Condition and Results of Operations                      11
  
  Part II.  Other Information                                                 16
  
            Exhibit List                                                      16
  
            Signatures                                                        24
  
                                          2
  PART I.  FINANCIAL INFORMATION
  ITEM 1.  FINANCIAL STATEMENTS
  
              FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
  13 Week Periods Ended          39 Week Periods Ended
                                                   September 29,    October 1,     September 29,    October 1,
                                                       1996            1995             1996           1995
                                                                 (thousands except per share data)
  NET SALES                                         $ 236,766         $ 217,036         $ 696,344         $ 651,928
  
  COST OF GOODS SOLD                                  196,806           186,227           582,186           555,257
                                                    ---------         ---------         ---------         ---------
  
  GROSS PROFIT                                         39,960            30,809           114,158            96,671
  
  SELLING, GENERAL AND
     ADMINISTRATIVE EXPENSES                           15,485            15,680            43,207            46,774
                                                    ---------         ---------         ---------         ---------
  
  INCOME FROM OPERATIONS                               24,475            15,129            70,951            49,897
  
  INTEREST AND DEBT ISSUANCE EXPENSE                   13,794            13,142            39,742            39,579
  
  OTHER INCOME, NET                                       501               289             1,003             1,109
                                                    ---------         ---------         ---------         ---------
  
  INCOME FROM CONTINUING OPERATIONS
     BEFORE PROVISION FOR INCOME TAXES                 11,182             2,276            32,212            11,427
  
  PROVISION FOR INCOME TAXES                            3,826             1,299            12,408             5,052
                                                    ---------         ---------         ---------         ---------
  
  INCOME FROM CONTINUING OPERATIONS                     7,356               977            19,804             6,375
                                                    ---------         ---------         ---------         ---------
  
  DISCONTINUED OPERATIONS:
  
  OPERATING INCOME (LOSS) FROM DISCONTINUED
     OPERATIONS, NET OF INCOME TAXES                   (1,863)             (552)             (584)            3,034
  
  LOSS ON DISPOSAL OF DISCONTINUED
     OPERATIONS, NET OF INCOME TAXES                  (71,713)               --          (111,010)               --
                                                    ---------         ---------         ---------         ---------
  
  INCOME (LOSS) FROM DISCONTINUED OPERATIONS          (73,576)             (552)         (111,594)            3,034
                                                    ---------         ---------         ---------         ---------
  
  INCOME (LOSS) BEFORE EXTRAORDINARY LOSS             (66,220)              425           (91,790)            9,409
  
  EXTRAORDINARY LOSS ON EARLY EXTINGUISHMENT
     OF DEBT, NET OF INCOME TAXES                        (403)               --              (403)               --
                                                    ---------         ---------         ---------         ---------
  
  NET INCOME (LOSS)                                 $ (66,623)        $     425         $ (92,193)        $   9,409
                                                    =========         =========         =========         =========
  
  EARNINGS (LOSS) PER SHARE:
  
  INCOME FROM CONTINUING OPERATIONS                 $    0.29         $    0.04         $    0.77         $    0.24
  
  INCOME (LOSS) FROM DISCONTINUED OPERATIONS            (2.88)            (0.02)            (4.33)             0.11
                                                    ---------         ---------         ---------         ---------
  
  INCOME (LOSS) BEFORE EXTRAORDINARY LOSS               (2.59)             0.02             (3.56)             0.35
  
  EXTRAORDINARY LOSS                                    (0.02)               --             (0.02)               --
                                                    ---------         ---------         ---------         ---------
  
  EARNINGS (LOSS) PER SHARE                         $   (2.61)        $    0.02         $   (3.58)        $    0.35
                                                    =========         =========         =========         =========
  
  WEIGHTED AVERAGE NUMBER
     OF SHARES OUTSTANDING                             25,541            25,950            25,749            26,712
                                                    =========         =========         =========         =========
  The accompanying notes are an integral part of the condensed
                 consolidated financial statements.
  
                                          3
  FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
          CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
  September 29,       December 31,
                                                                           1996                1995
  CURRENT ASSETS:                                                                (thousands)
  Cash and cash equivalents                                       $  48,063           $   3,322
        Accounts receivable, net                                          139,634             113,716
        Inventories                                                        90,089              89,952
        Other current assets                                               47,587              48,757
                                                                        ---------           ---------
  
            Total current assets                                          325,373             255,747
  
  PROPERTY, PLANT AND EQUIPMENT, NET                                      186,498             183,318
  
  COST IN EXCESS OF ASSETS ACQUIRED, NET                                   87,757              89,605
  
  DEBT ISSUANCE COSTS, NET                                                 19,953              22,770
  
  NET ASSETS OF DISCONTINUED OPERATIONS                                    38,184             191,352
  
  OTHER ASSETS                                                             11,338              16,035
                                                                        ---------           ---------
  
  TOTAL ASSETS                                                          $ 669,103           $ 758,827
                                                                        =========           =========
  
  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
  CURRENT LIABILITIES:
        Short-term borrowings                                           $   5,169           $   2,199
        Current portion of long-term debt                                  16,237               9,281
        Accounts payable                                                   89,630              89,331
        Accrued interest                                                   20,368               9,694
        Other accrued liabilities                                          66,529              58,537
                                                                        ---------           ---------
  
            Total current liabilities                                     197,933             169,042
                                                                        ---------           ---------
  
  LONG-TERM DEBT                                                          497,159             514,954
                                                                        ---------           ---------
  
  OTHER LIABILITIES                                                        42,345              45,448
                                                                        ---------           ---------
  
  COMMITMENTS AND CONTINGENCIES                                                --                  --
                                                                        ---------           ---------
  
  STOCKHOLDERS' EQUITY (DEFICIT):
        Preferred Stock, par value $1.00 per share:
            Authorized 5,000,000 shares - none issued
        Common Stock, par value $.01 per share:
            Authorized 50,000,000 shares
            Issued 26,751,262 and 26,715,960
              shares, respectively; Outstanding 25,229,362 and
              25,786,260 shares, respectively                                 267                 267
        Additional paid-in capital                                         84,258              84,015
        Accumulated deficit                                              (129,232)            (37,039)
        Other                                                             (10,671)            (10,693)
                                                                        ---------           ---------
                                                                          (55,358)             39,550
        Common Stock held in treasury, at cost;
            1,521,900 shares at September 29, 1996 and 929,700
             shares at December 31, 1995                                  (12,956)             (7,167)
                                                                        ---------           ---------
  
            Total stockholders' equity (deficit)                          (68,334)             29,383
                                                                        ---------           ---------
  
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                  $ 669,103           $ 758,827
                                                                        =========           =========
  The accompanying notes are an integral part of the condensed
                 consolidated financial statements.
  
                                          4
  FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
  39 Week Periods Ended
                                                                                 September 29,        October 1,
                                                                                     1996               1995
                                                                                           (thousands)
  OPERATING ACTIVITIES:
     Net income (loss)                                                            $ (92,193)          $   9,409
     Adjustments to reconcile net income to net cash
        provided by operating activities:
        Depreciation and amortization                                                16,861              16,902
        Amortization of debt issuance costs and debt discount                        10,283               9,102
        Loss on disposition of discontinued operations                              108,622                  --
        Changes in operating assets and liabilities, net of acquisitions            (11,212)             (1,238)
        Changes in discontinued operations                                           17,349               2,096
                                                                                  ---------           ---------
  
        Net cash provided by operating activities                                    49,710              36,271
                                                                                  ---------           ---------
  
  INVESTING ACTIVITIES:
     Capital expenditures                                                           (14,536)            (17,564)
     Acquisitions, net of cash acquired                                                  --              (7,272)
     Proceeds from sale of discontinued operations                                   45,425                  --
     Discontinued operations investing activities                                    (4,828)            (18,925)
     Other investing activities                                                       1,745               1,549
                                                                                  ---------           ---------
  
        Net cash provided by (used for) investing activities                         27,806             (42,212)
                                                                                  ---------           ---------
  
  FINANCING ACTIVITIES:
     Net proceeds from short-term borrowings                                          2,970                 312
     Net repayments of revolving loans                                                   --              (3,000)
     Repayments of long-term debt                                                   (19,034)             (6,997)
     Purchase of treasury stock                                                      (5,789)             (3,547)
     Discontinued operations financing activities                                   (12,184)             (4,178)
     Other financing activities                                                          70                (196)
                                                                                  ---------           ---------
  
        Net cash used for financing activities                                      (33,967)            (17,606)
                                                                                  ---------           ---------
  
  NET INCREASE (DECREASE) IN CASH AND
     CASH EQUIVALENTS                                                                43,549             (23,547)
                                                                                  ---------           ---------
  
  CASH AND CASH EQUIVALENTS
     AT BEGINNING OF PERIOD:
  
  Continuing operations                                                               3,322              40,827
  Discontinued operations                                                             2,840               8,272
                                                                                  ---------           ---------
  
  TOTAL CASH AND CASH EQUIVALENTS
     AT BEGINNING OF PERIOD                                                           6,162              49,099
                                                                                  ---------           ---------
  
  CASH AND CASH EQUIVALENTS
     AT END OF PERIOD:
  
  Continuing operations                                                              48,063              21,535
  Discontinued operations                                                             1,648               4,017
                                                                                  ---------           ---------
  
  TOTAL CASH AND CASH EQUIVALENTS
     AT END OF PERIOD                                                             $  49,711           $  25,552
                                                                                  =========           =========
  The accompanying notes are an integral part of the condensed
                 consolidated financial statements.
  
                                          5
  FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
     Foamex International Inc.'s (the "Company") condensed consolidated balance
  sheet as of December 31, 1995 has been condensed from the audited consolidated
  balance sheet at that date and restated for discontinued operations (see Note 2
  below). The condensed consolidated balance sheet as of September 29, 1996, the
  condensed consolidated statements of operations for the thirteen week and
  thirty-nine week periods ended September 29, 1996 and October 1, 1995, and the
  condensed consolidated statements of cash flows for the thirty-nine week periods
  ended September 29, 1996 and October 1, 1995 have been prepared by the Company
  and have not been audited by the Company's independent accountants. Also, the
  condensed consolidated statements of operations for the thirteen week and
  thirty-nine week periods ended October 1, 1995 and the condensed consolidated
  statement of cash flows for the thirty-nine week period ended October 1, 1995
  have been restated for discontinued operations (see Note 2 below). In the
  opinion of management, all adjustments, consisting only of normal recurring
  adjustments, considered necessary for a fair presentation of the financial
  position, results of operations and cash flows have been included.
  
     On August 28, 1996, the Company entered into an agreement to sell its
  partnership interests in JPS Automotive L.P. ("JPS Automotive") (which comprised
  the automotive textiles segment of the Company and substantially all of the
  assets of JPS Automotive). On August 1, 1996, the Company consummated the sale
  of the home comfort products business of Perfect Fit Industries, Inc. ("Perfect
  Fit") (which comprised the home comfort products segment of the Company and
  substantially all of the assets of Perfect Fit). Accordingly, the accompanying
  condensed consolidated financial statements reflects the automotive textiles and
  home comfort products business segments as discontinued operations. See Note 2
  below for further discussion.
  
     Certain information and note disclosures normally included in the financial
  statements prepared in accordance with generally accepted accounting principles
  have been condensed or 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 the Company's 1995 consolidated
  financial statements and notes thereto as set forth in the Company's Annual
  Report on Form 10-K for the fiscal year ended December 31, 1995.
  
  2. DISCONTINUED OPERATIONS
  
     On August 28, 1996, the Company entered into an agreement to sell JPS
  Automotive to a subsidiary of Collins & Aikman Corporation for $220.0 million,
  subject to final adjustments, which includes the assumption of JPS Automotive's
  long-term debt. The Company has recorded a loss on disposal of discontinued
  operations of approximately $68.9 million including an operating loss of $0.8
  million during the phase-out period (net of income tax benefit of $32.7 million)
  relating to the sale of JPS Automotive. The Company expects the sale of JPS
  Automotive to be consummated prior to December 29, 1996.
  
     On August 1, 1996, the Company completed the sale of the outstanding common
  stock of Perfect Fit, a wholly-owned subsidiary, for an adjusted sale price of
  approximately $45.4 million, subject to post-closing adjustments. In addition,
  Perfect Fit made approximately $2.0 million of payments against its intercompany
  loan with Foamex L.P. The sale included substantially all of the net assets of
  the home comfort products segment with a net book value of approximately $81.9
  million. Actual and estimated transaction expenses related to the sale totaled
  approximately $2.0 million. The Company has recorded a loss on disposal of
  discontinued operations of approximately $42.1 million including an operating
  loss of approximately $1.6 million during the phase-out period (net of income
  tax benefits of $0.9 million) relating to the sale of Perfect Fit. A valuation
  allowance has been provided for the capital loss relating to the sale of Perfect
  Fit since the Company has determined that its future capital gain taxable income
  will more likely not be sufficient to fully recognize the deferred tax asset
  relating to the capital loss carryforward.
  
                                          6
  FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  2. DISCONTINUED OPERATIONS (continued)
  
     Summary operating results of the Company's discontinued operations were as
  follows:
  13 Week Periods Ended               39 Week Periods Ended
                                                     September 29,      October 1,      September 29,       October 1,
                                                            1996            1995            1996                1995
                                                                                (thousands)
  Sales                                              $  36,540         $  94,880         $ 244,305         $ 310,523
  
  Gross profit                                           3,842            16,514            38,296            55,290
  
  Income (loss) from operations                            729             6,646            17,072            27,440
  
  Interest and debt issuance expense                     3,327             7,037            16,905            21,615
  
  Income (loss) from discontinued operations
     before income taxes                                (2,638)             (410)             (808)            5,628
  
  Provision (benefit) for income taxes                    (775)              142              (224)            2,594
  
  Income (loss) from discontinued operations,
     net of income taxes                                (1,863)             (552)             (584)            3,034
  The Company's discontinued operations include the operations of Perfect Fit
  through June 1996 and the operations of JPS Automotive through August 1996.
  
     Net assets of the Company's discontinued operations (excluding intercompany
  net assets) at September 29, 1996 and December 31, 1995 are as follows:
  September 29,      December 31,
                                                        1996               1995
                                                              (thousands)
  Current assets                                      $ 72,402          $ 99,826
  
  Property, plant and equipment, net                   114,757           142,863
  
  Cost in excess of assets acquired, net               158,537           202,020
  
  Other assets                                           8,089             9,675
                                                      --------          --------
  
     Total assets                                      353,785           454,384
                                                      --------          --------
  
  Current liabilities                                   46,056            47,323
  
  Long-term debt                                       189,781           204,463
  
  Other liabilities                                      3,999             3,999
                                                      --------          --------
  
     Total liabilities                                 239,836           255,785
                                                      --------          --------
  
  Minority interest                                      7,694             7,247
                                                      --------          --------
  
  Net assets                                           106,255           191,352
  
  Estimated loss from sale of JPS Automotive            68,071                --
                                                      --------          --------
  
  Net assets of discontinued operations               $ 38,184          $191,352
                                                      ========          ========
  7
  FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  3. INVENTORIES
  
     The components of inventories consist of:
  
                                         September 29,     December 31,
                                             1996             1995
                                                  (thousands)
       Raw materials and supplies          $49,774          $49,963
       Work-in-process                      13,727           14,451
       Finished goods                       26,588           25,538
                                           -------          -------
  
          Total                            $90,089          $89,952
                                           =======          =======
  
  4. EARNINGS (LOSS) PER SHARE
  
     Earnings (loss) per share is calculated by dividing net income by the
  weighted average shares of common stock outstanding. For 1996, common stock
  equivalents have been included in the weighted average shares of common stock
  outstanding and amounted to approximately 300,000 shares. For 1995, common stock
  equivalents have not been included in the weighted average shares of common
  stock outstanding since the effect would be antidilutive.
  
  5. LONG-TERM DEBT
  
     The Company used approximately $12.0 million of the net proceeds from the
  sale of Perfect Fit to repay bank term loan borrowings on August 1, 1996. In
  addition, on September 23, 1996, Foamex L.P. offered to redeem approximately
  $29.8 million of its public debt at 101% of the principal amount using available
  proceeds from the Perfect Fit sale. As of October 31, 1996, the date the offer
  expired, approximately $11.0 million of Foamex L.P. public debt was tendered for
  redemption and has been classified as current in the condensed consolidated
  balance sheet as of September 29, 1996. On November 8, 1996, Foamex L.P. issued
  a supplemental offer to redeem up to an additional $18.8 million of its public
  debt at 101% of the principal amount.
  
     In connection with the sale of JPS Automotive, on October 7, 1996, the
  Company solicited from the holders of the Senior Secured Discount Debentures due
  2004 (the "Debentures") a waiver of certain provisions of the indenture pursuant
  to which the Debentures were issued. As of October 23, 1996, the Company had
  received waivers from holders of 100% of the outstanding principal amount of
  Debentures.
  
  6. ENVIRONMENTAL MATTERS  (TO BE UPDATED)
  
     The Company has reported to appropriate state authorities that it has found
  soil and groundwater contamination in excess of state standards at three
  facilities and soil contamination in excess of state standards at four other
  facilities. The Company has begun remediation and is conducting further
  investigations into the extent of the contamination at these facilities and,
  accordingly, the extent of the remediation that may ultimately be required. As
  of September 29, 1996, the Company has environmental accruals of approximately
  $1.2 million for the remaining potential remediation costs for these facilities
  based on engineering estimates.
  
     Federal regulations require that by 1998 all underground storage tanks
  ("USTs") be removed or upgraded in most states to meet applicable standards. The
  Company, like many other companies engaged in manufacturing, has USTs that will
  require removal. Due to the age of many of the Company's approximately twelve
  storage tanks, leakage has occurred from a few of these USTs resulting in soil
  and possibly groundwater contamination. The Company has accrued costs of $0.5
  million based on engineering estimates that the cost of removing the tanks and
  remediation costs associated therewith ranges from approximately $0.4 million to
  $1.1 million. However, the full extent of contamination and, accordingly, the
  actual cost of such remediation cannot be predicted with any degree of certainty
  at this time. The Company believes that its USTs do not pose a significant risk
  of environmental liability because of the Company's monitoring practices for
  USTs and conditional approval for permanent in-place closure for certain USTs.
  However, there can be no assurance that such USTs will not result in significant
  environmental liability in the future. Foamex L.P. has been designated as a
  
                                          8
  FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  6. ENVIRONMENTAL MATTERS (continued)
  
  Potentially Responsible Party ("PRP") by the United States Environmental
  Protection Agency (the "EPA") with respect to eleven sites, with an estimated
  total liability to Foamex L.P. for the eleven sites of less than approximately
  $0.2 million. Estimates of total cleanup costs and fractional allocations of
  liability are generally provided by the EPA or the committee of PRP's with
  respect to the specified site. In each case, the participation of Foamex L.P. is
  considered to be immaterial.
  
     As of September 29, 1996, the recorded environmental liability amounts to
  $5.1 million, $1.2 million of which is included in current liabilities. In
  addition, the Company has a receivable of $0.6 million, net of an allowance of
  approximately $1.0 million relating to potential disagreements regarding the
  scope of indemnification for environmental liabilities from the former owners of
  Foamex L.P., which is included in current assets. The Company believes that
  realization of the receivable established for indemnification is probable.
  
     Although it is possible that new information or future developments could
  require the Company to reassess its potential exposure relating to all pending
  environmental matters, management believes that, based upon all currently
  available information, the resolution of such environmental matters will not
  have a material adverse effect on the Company's operations, financial position,
  capital expenditures or competitive position. The possibility exists, however,
  that new environmental legislation and/or environmental regulations may be
  adopted, or other environmental conditions may be found to exist, that may
  require expenditures not currently anticipated and that may be material.
  
  7. LITIGATION
  
     As of November 11, 1996, Foamex L.P. and Trace International Holdings Inc.
  ("Trace Holdings") were two of multiple defendants in actions filed on behalf of
  approximately 4,800 persons in various United States federal and state courts
  and one Canadian provincial court by recipients of breast implants, some of
  which allege substantial damages, but most of which allege unspecified damages
  for personal injuries of various types. Five of these cases seek to allege
  claims on behalf of all breast implant recipients or other allegedly affected
  parties, but no class has been approved or certified by the court. In addition,
  three cases have been filed alleging claims on behalf of approximately 2,600
  residents of Australia, New Zealand, England, and Ireland. During 1995, Foamex
  L.P. and Trace Holdings were granted summary judgments and dismissed as
  defendants from all cases in the federal courts of the United States and the
  state courts of California. Appeals for these decisions were withdrawn and the
  decisions are final. In addition, two of the cases filed on behalf of
  approximately 900 foreign plaintiffs were dismissed on the grounds that the
  cases could not be brought in the United States courts. This decision is subject
  to appeal. Foamex L.P. believes that the number of suits and claimants may
  increase. Although breast implants do not contain foam, certain silicone gel
  implants were produced using a polyurethane foam covering fabricated by
  independent distributors or fabricators from bulk foam purchased from Foamex
  L.P. or Trace Holdings. Neither Foamex L.P. nor Trace Holdings recommended,
  authorized or approved the use of its foam for these purposes. While it is not
  feasible to predict or determine the outcome of these actions, based on
  management's present assessment of the merits of pending claims, after
  consultation with the general counsel of Trace Holdings, management believes
  that the disposition of matters that are pending or that may reasonably be
  anticipated to be asserted should not have a material adverse effect on either
  Foamex L.P.'s or Trace Holdings' consolidated financial position or results of
  operations. In addition, Foamex L.P. is also indemnified by Trace Holdings for
  any such liabilities relating to foam manufactured prior to the capitalization
  of Foamex L.P. in October 1990. Although Trace Holdings has paid Foamex L.P.'s
  litigation expenses, pursuant to such indemnification, and management believes
  Trace Holdings will be in a position to continue to pay such expenses, there can
  be no assurance that Trace Holdings will be able to continue to provide such
  
                                          9
  FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  7. LITIGATION (continued)
  
  indemnification. Based on information available at this time with respect to the
  potential liability, the Company believes that the proceedings should not
  ultimately result in any liability that would have a material adverse effect on
  the financial position or results of operations of the Company. If management's
  assessment of Foamex L.P.'s liability with respect to these actions is
  incorrect, such actions could have a material adverse effect on the Company.
  
     Foamex L.P. is one of multiple defendants in actions alleging bodily injury
  and diminution in property value as a result of alleged violations of Tennessee
  hazardous waste regulations at Foamex L.P.'s Morristown, Tennessee facilities.
  Recticel Foam Corporation ("RFC") has indemnified Foamex L.P. with respect to
  losses arising from certain events, such as this alleged violation, that had
  occurred prior to October 2, 1990. Based on information available at this time
  with respect to the potential liability, the Company believes that the
  proceedings should not ultimately result in any liability that would have a
  material adverse effect on the financial position or results of operations of
  the Company. If management's assessment of Foamex L.P.'s liability with respect
  to these actions is incorrect, such actions could have a material adverse effect
  on the Company.
  
     The Company is party to various other lawsuits, both as defendant and
  plaintiff, arising in the normal course of business. It is the opinion of
  management that the disposition of these lawsuits will not individually or in
  the aggregate, have a material adverse effect on the financial position or
  results of operations of the Company. If management's assessment of the
  Company's liability with respect to these actions is incorrect, such actions
  could have a material adverse effect on the Company's consolidated financial
  position.
  
  8. RELATED PARTY TRANSACTION
  
     On July 7, 1996, Trace Holdings issued to Foamex L.P. a promissory note for
  $4.4 million in principal amount plus accrued interest of $0.4 million, which is
  an extension of a promissory note of Trace Holdings that was due in July 1996.
  The promissory note is due and payable on demand or, if no demand is made, July
  7, 1997, and bears interest at 9.5%, payable quarterly in arrears commencing
  October 1, 1996. The promissory note is included in other stockholders' equity
  (deficit).
  
                                         10
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
     Foamex International Inc. (the "Company") operates in the polyurethane foam
  products business segment which consists of its largest subsidiary Foamex L.P.,
  together with Foamex L.P.'s wholly-owned subsidiaries, General Felt Industries,
  Inc., Foamex Fibers, Inc., Foamex Canada Inc. ("Foamex Canada"), and Foamex
  Latin America, Inc. The following discussion should be read in conjunction with
  the condensed consolidated financial statements and related notes thereto of the
  Company included in this report.
  
     On August 28, 1996, the Company entered into an agreement to sell its
  partnership interests in JPS Automotive L.P. ("JPS Automotive") (which comprised
  the automotive textiles segment of the Company and substantially all of the
  assets of JPS Automotive). The Company expects the sale of JPS Automotive to be
  consummated prior to December 29, 1996. On August 1, 1996, the Company
  consummated the sale of the home comfort products business of Perfect Fit
  Industries, Inc. ("Perfect Fit") (which comprised the home comfort products
  segment of the Company and substantially all of the assets of Perfect Fit).
  Accordingly, the accompanying condensed consolidated financial statements
  reflects the automotive textiles and home comfort products business segments as
  discontinued operations. See Note 2 to the condensed consolidated financial
  statements for further discussion.
  
     The Company's automotive foam customers are predominantly automotive original
  equipment manufacturers or other automotive suppliers. As such, the sales of
  these product lines are directly related to the overall level of passenger car
  and light truck production in North America. Also, the Company's sales are
  sensitive to sales of new and existing homes, changes in personal disposable
  income and seasonality. The Company typically experiences two seasonally slow
  periods during each year, in early July and in late December, due to scheduled
  plant shutdowns and holidays.
  
  13 Week Period Ended September 29, 1996 Compared to 13 Week Period Ended 
  October 1, 1995
  
  Results of Operations
  
     Net sales for 1996 were $236.8 million as compared to $217.0 million in 1995,
  an increase of $19.8 million or 9.1%. Carpet cushion net sales for 1996
  increased 13.4% to $77.0 million from $67.9 million in 1995 primarily due to
  increased selling prices late in the second quarter of 1996, as well as
  increased shipments of certain carpet cushion products. Cushioning foam net
  sales for 1996 increased 4.5% to $86.0 million from $82.3 million in 1995
  primarily due to an increase in net sales volume from both new and existing
  customers using bedding related products, as well as increased selling prices
  initiated at the beginning of 1996. Automotive foam net sales for 1996 increased
  8.5% to $55.9 million from $51.5 million in 1995 primarily due to a continued
  increase in net sales of tri-laminates and composite headliners and increased
  selling prices initiated at the beginning of 1996. Technical foam net sales for
  1996 increased 17.0% to $17.9 million from $15.3 million for 1995 primarily due
  to increased selling prices and increased net sales volume.
  
     Gross profit as a percentage of net sales increased to 16.9% for 1996 from
  14.2% in 1995 primarily due to selling price increases and improved material and
  production efficiencies.
  
     Income from operations increased to $24.5 million for 1996 from $15.1 million
  in 1995 primarily due to improved gross profit margins as discussed above.
  Selling, general and administrative expenses were consistent for 1996 and 1995,
  however, decreased as a percentage of net sales to 6.5% for 1996 from 7.2% in
  1995. This decrease was primarily the result of the restructuring and
  operational plans implemented in late 1995.
  
     Income from continuing operations increased to $7.4 million or $0.29 per
  share for 1996 as compared to $1.0 million or $0.04 per share in 1995. The
  increase is primarily due to the reasons cited above and a decrease in the
  
                                         11
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
  average weighted shares outstanding resulting from the purchase of treasury
  stock offset by an increase in interest and debt issuance expense of $0.7
  million. The increase in interest and debt issuance expense is primarily due to
  (i) the inclusion in 1996 continuing operations of interest expense on the $29.8
  million of public debt that the Company has offered to redeem (see Note 5 to the
  condensed consolidated financial statements); whereas for the 1995 period, this
  interest expense was allocated to discontinued operations (ii) offset by
  favorable results from interest rate swap agreements. The effective income tax
  rate for continuing operations decreased to 34.2% for 1996 from 57.1% in 1995
  primarily due to the income tax benefit associated with the reversal of income
  tax valuation allowances and the relationship of permanent differences for
  income tax purposes to income from continuing operations.
  
     The loss from discontinued operations totaling $73.6 million for 1996
  primarily relates to the estimated loss on the expected sale of JPS Automotive,
  the sale of Perfect Fit which was completed on August 1, 1996, and the operating
  loss of both entities for the periods presented. See notes to condensed
  consolidated financial statements for further discussion.
  
     The extraordinary loss on early extinguishment of debt of $0.4 million (net
  of income tax benefits of $0.3 million) relates to the write-off of debt
  issuance costs associated with the early extinguishment of $12.0 million of bank
  term loan borrowings.
  
     Operating results for 1996 are expected to be influenced by various internal
  and external factors. These factors include, among other things, (i) the
  implementation of an operational plan to improve the profitability of the foam
  products segment, (ii) the completion of the consolidation of thirteen foam
  production, fabrication or branch locations, (iii) the potential reduction of
  long-term debt with substantially all of the proceeds from the sale of the home
  comfort products segment and from the expected sale of the automotive textiles
  segment, (iv) additional raw material price increases, if any, by the Company's
  chemical suppliers and (v) the Company's success in passing on to its customers
  selling price increases to recover previous raw material cost increases.(1)
  
  39 Week Period Ended September 29, 1996 Compared to 39 Week Period Ended 
  October 1, 1995
  
  Results of Operations
  
     Net sales for 1996 were $696.3 million as compared to $651.9 million in 1995,
  an increase of $44.4 million or 6.8%. Carpet cushion net sales for 1996
  increased 4.7% to $217.2 million from $207.5 million for 1995 primarily due to
  increased selling prices late in the second quarter of 1996 offset by a decrease
  in net sales volume during the first quarter of 1996. Cushioning foam net sales
  for 1996 increased 7.6% to $252.0 million from $234.2 million in 1995 primarily
  due to increased net sales volume from both new and existing customers using
  bedding related products, increased selling prices initiated at the beginning of
  1996 and the April 1995 acquisition of a company which manufacturers cushioning
  products. Automotive foam net sales for 1996 increased 8.0% to $175.2 million
  from $162.2 million in 1995 primarily due to a continued increase in net sales
  of tri-laminates and composite headliners and increased selling prices initiated
  at the beginning of 1996. Technical foam net sales for 1996 increased 8.1% to
  $51.9 million from $48.0 million in 1995 primarily due to increased selling
  prices and increased net sales volume.
  
     Gross profit as a percentage of net sales increased to 16.4% for 1996 from
  14.8% in 1995 primarily due to selling price increases and improved material and
  production efficiencies.
  
     Income from operations increased to $71.0 million for 1996 from $49.9 million
  in 1995 primarily due an increase in gross profit margins as discussed above and
  a decrease in selling, general and administrative expenses of $3.6 million for
  1996 as compared to 1995. The decrease in selling, general and administrative
  expenses is the result of reductions in salary, traveling and professional
  costs.
  
  (1)  This paragraph contains forward-looking statements and should be read in
       conjunction with the discussion regarding forward-looking statements set
       forth on Page 5 of the Company's Annual Report on Form 10-K.
  
                                         12
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
     Income from continuing operations increased to $19.8 million or $0.77 per
  share for 1996 as compared to $6.4 million or $0.24 per share in 1995. The
  increase is primarily due to the reasons cited above and a decrease in the
  average weighted shares outstanding resulting from the purchase of treasury
  stock offset by an increase in interest and debt issuance expense of $0.2
  million. The increase in interest and debt issuance expense is primarily due to
  (i) the inclusion in 1996 continuing operations of two months of interest
  expense on the $29.8 million of public debt that the company has offered to
  redeem (see Note 5 to the condensed consolidated financial statements); whereas
  for the 1995 period, this interest expense was allocated to discontinued
  operations (ii) offset by favorable results from interest rate swap agreements.
  The effective income tax rate for continuing operations decreased to 38.5% for
  1996 as compared to 44.2% in 1995 primarily due to the income tax benefit
  associated with the reversal of income tax valuation allowances and the
  relationship of permanent differences for income tax purposes to income from
  continuing operations.
  
     The loss from discontinued operations totaling $111.6 million for 1996
  primarily relates to the estimated loss on the sale of JPS Automotive, the sale
  of Perfect Fit which was completed on August 1, 1996, and the operating loss of
  both entities for the periods presented. See notes to condensed consolidated
  financial statements for further discussion.
  
     The extraordinary loss on early extinguishment of debt of $0.4 million (net
  of income tax benefits of $0.3 million) relates to the write-off of debt
  issuance costs associated with the early extinguishment of $12.0 million of bank
  term loan borrowings.
  
     Operating results for 1996 are expected to be influenced by various internal
  and external factors. These factors include, among other things, (i) the
  implementation of an operational plan to improve the profitability of the foam
  products segment, (ii) the completion of the consolidation of thirteen foam
  production, fabrication or branch locations, (iii) the potential reduction of
  long-term debt with substantially all of the proceeds from the sale of the home
  comforts products segment and from the expected sale of the automotive textiles
  segment, (iv) additional raw material price increases, if any, by the Company's
  chemical suppliers and (v) the Company's success in passing on to its customers
  selling price increases to recover previous raw material cost increases.(1)
  
  Liquidity and Capital Resources
  
     Liquidity
  
     The Company's operating cash requirements consist principally of working
  capital requirements, scheduled payments of principal and interest on
  outstanding indebtedness and capital expenditures of the operating subsidiaries.
  The Company believes that cash flow from operating activities, cash on hand and
  periodic borrowings under Foamex L.P.'s revolving credit agreement, if
  necessary, will be adequate to meet operating cash requirements. The ability to
  meet the operating cash requirements of Foamex L.P. could be impaired if Foamex
  L.P. were to fail to comply with any of the covenants contained in the Foamex
  L.P. credit facility (the "Foamex L.P. Credit Facility") and such noncompliance
  was not cured by Foamex L.P. or waived by the lenders. Foamex L.P. was in
  compliance with the covenants as of September 29, 1996 and expects to be in
  compliance with the covenants for the foreseeable future. The ability of Foamex
  L.P. to make distributions to the Company is restricted by the terms of its
  financing agreement; therefore, the Company is not expected to have access to
  the cash flow generated by Foamex L.P. for the foreseeable future.
  
     Cash and cash equivalents increased $43.5 million during 1996 to $48.1
  million at September 29, 1996 from $3.3 million at December 31, 1995 primarily
  due to the net proceeds received from the sale of Perfect Fit and improved
  
  (1)  This paragraph contains forward-looking statements and should be read in
       conjunction with the discussion regarding forward-looking statements set
       forth on Page 5 of the Company's Annual Report on Form 10-K.
  
                                         13
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
  operating results for 1996 as compared to 1995. Working capital increased $40.7
  million during 1996 to $127.4 million at September 29, 1996 from $86.7 million
  at December 31, 1995 primarily due to the net proceeds received on the sale of
  Perfect Fit and improved results from continuing operations. The net operating
  assets and liabilities (comprised of accounts receivable, inventories and
  accounts payable) increased $25.8 million to $140.1 million at September 29,
  1996 from $114.3 million at December 31, 1995 primarily due to an increase in
  accounts receivable. The increase in accounts receivable was primarily due to an
  increase in net sales for September 1996 as compared to December 1995.
  Inventories and accounts payable as of September 29, 1996 were fairly consistent
  with December 31, 1995.
  
     Cash Flow from Operating Activities
  
     Cash flow from operating activities was $49.7 million and $36.3 million for
  1996 and 1995, respectively. Cash flow from operating activities increased for
  1996 as compared to 1995 primarily due to improved results from continuing
  operations and changes in the assets and liabilities of discontinued operations
  offset by a use of cash for operating assets and liabilities.
  
     Cash Flow from Investing Activities
  
     During 1996, the Company spent approximately $14.5 million on capital
  expenditures and expects to maintain spending for capital expenditures at this
  level for the foreseeable future.
  
     On August 1, 1996, the Company consummated the Perfect Fit sale and received
  approximately $45.4 million in cash sales proceeds, subject to post-closing
  adjustments.
  
     Cash Flow from Financing Activities
  
     As of September 29, 1996, there were no outstanding revolving credit
  borrowings under the Foamex L.P. Credit Facility with unused availability of
  approximately $33.3 million.
  
     Borrowings by Foamex Canada as of September 29, 1996 were $3.7 million under
  a revolving credit agreement with unused availability of approximately $0.8
  million.
  
     During the Company used approximately $12.0 million of the net proceeds from
  the sale of Perfect Fit to repay bank term loan borrowings.
  
     During the thirty-nine week period ended September 29, 1996, the Company
  purchased 592,200 shares of its common stock for an aggregate cost of $5.8
  million under programs authorized by the Board of Directors to purchase up to
  3.0 million shares of the Company's common stock.
  
  Interest Rate Swap Agreements
  
     The Company enters into interest rate swaps to lower funding costs and/or to
  manage interest costs and exposure to changing interest rates. The Company does
  not hold or issue financial instruments for trading purposes. Foamex L.P. has an
  interest rate swap agreement with a notional amount of $150.0 million through
  June 2000. Under the swap agreement, Foamex L.P. is obligated to make variable
  payments based on LIBOR in exchange for fixed payments at a rate of 5.81% per
  annum by the swap partner payable semiannually in arrears. Interest expense will
  be subject to fluctuations in LIBOR. Foamex L.P. is exposed to credit loss in
  the event of nonperformance by the swap partner; however, the occurrence of this
  event is not anticipated.
  
                                         14
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
     Also, Foamex L.P. has an interest rate swap agreement, as amended, for a
  notional amount of $150.0 million through December 1999. Under this agreement,
  Foamex L.P. has made variable payments based on LIBOR with a cap of 5.5% and a
  floor of 4.75% per annum for the six months ended in June 1995, variable
  payments based on LIBOR with a floor of 4.75% per annum for the six months ended
  in December 1995 and fixed payments at a rate of 5.81% per annum for the six
  months ended in June 1996 and is obligated to make fixed payments at a rate of
  5.81% per annum, for the remainder of the agreement, in exchange for variable
  payments by the swap partner at the rate of LIBOR plus 0.80% per annum for the
  six months ended in June 1995, LIBOR plus 0.72% per annum for the six months
  ended in December 1995, LIBOR plus 2.45% per annum for the six months ended in
  June 1996, LIBOR plus 2.39% per annum for the six months ended in December 1996,
  the lower of 12.34% per annum less LIBOR or 7.34% per annum for the six months
  ended in June 1997 and December 1997 and 12.34% per annum less LIBOR for the
  remainder of the term of the agreement, payable semiannually in arrears. The
  swap partner has the ability to terminate the swap agreement in December 1997.
  Foamex L.P. is exposed to credit loss in the event of nonperformance by the swap
  partner; however, the occurrence of this event is not anticipated. Interest
  expense will be subject to fluctuations in LIBOR. The effect of the two interest
  rate swaps described above was a favorable adjustment to interest expense of
  $0.9 million and $0.2 million for the thirteen week periods and $2.8 million and
  $0.9 million for the thirty-nine week periods ended September 29, 1996 and
  October 1, 1995, respectively.
  
  Environmental Matters
  
     The Company is subject to extensive and changing environmental laws and
  regulations. Expenditures to date in connection with the Company's compliance
  with such laws and regulations did not have a material adverse effect on
  operations, financial position, capital expenditures or competitive position.
  The amount of liabilities recorded by the Company in connection with
  environmental matters as of September 29, 1996 was $5.1 million. In addition, as
  of September 29, 1996, the Company has a receivable of $0.6 million, net of $1.0
  million allowance relating to potential disagreements regarding the scope of the
  indemnification for environmental liabilities from former owners. Although it is
  possible that new information or future developments could require the Company
  to reassess its potential exposure to all pending environmental matters,
  including those described in the footnotes to the Company's condensed
  consolidated financial statements, management believes that, based upon all
  currently available information, the resolution of all such pending
  environmental matters will not have a material adverse effect on the Company's
  operations, financial position, capital expenditures or competitive position.
  
     The possibility exists, however, that new environmental legislation and/or
  environmental regulations may be adopted, or other environmental conditions may
  be found to exist, that may require expenditures not currently anticipated and
  that may be material.
  
  Inflation and Other Matters
  
     There was no significant impact on the Company's operations as a result of
  inflation for the periods presented. In some circumstances, market conditions or
  customer expectations may prevent the Company from increasing the price of its
  products to offset the inflationary pressures that may increase its costs in the
  future.
  
                                         15
  Part II - Other Information
  
  Item 1.   Legal Proceedings
  
            Reference is made to the description of the legal proceedings
            contained in the Company's Annual Report on Form 10-K for the fiscal
            year ended December 31, 1995 and in the Company's Quarterly Reports on
            Form 10-Q for the fiscal quarters ended March 31, 1996 and June 30,
            1996.
  
            The information from Notes 6 and 7 of the condensed consolidated
            financial statements of the Company as of September 29, 1996
            (unaudited) is incorporated herein by reference.
  
  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 the Company.
  3.2(a)    - By-laws of the Company.
  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
              the Company 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
              the Company and FCC, as Issuers, the Company, General Felt and 
              Perfect Fit, as Guarantors and Shawmut, as trustee, relating to the
              Senior Secured Notes.
  4.3.1(u)  - Third Supplemental Indenture, dated as of August 1, 1996, by and
              among Foamex L.P. and Foamex Capital Corporation, as Issuers, Foamex
              International Inc., as parent guarantor, General Felt Industries,
              Inc., as guarantor, Perfect Fit Industries, Inc., as withdrawing
              guarantor, and Fleet National Bank, 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.
  
                                         16
  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(a)   - Pledge Agreement of Perfect Fit, dated November 18, 1993, in
              connection with the Senior Secured Notes.
  4.13(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.
  4.14(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.
  4.15(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.
  4.16(a)   - Third Supplemental Indenture, dated as of December 14, 1993, among
              Foamex L.P. and FCC, as Issuers, the Company, General Felt and 
              Perfect Fit, as Guarantors, and Shawmut Connecticut, as trustee, 
              relating to the Senior Notes.
  4.17(m)   - Fourth Supplemental Indenture, dated as of October 31, 1994, among
              Foamex L.P. and FCC as Issuers, the Company as Parent Guarantor,
              General Felt and Perfect Fit as Guarantors, and Shawmut Connecticut,
              as Trustee, relating to the Senior Notes.
  4.17.1(u) - Fifth Supplemental Indenture, dated as of August 1, 1996, by and
              among Foamex L.P. and Foamex Capital Corporation, as Issuers, Foamex
              International Inc., as parent guarantor, General Felt Industries,
              Inc., as guarantor, Perfect Fit Industries, Inc., as withdrawing
              guarantor, and Fleet National Bank, as Trustee, relating to the 
              Senior Notes.
  4.18(c)   - Indenture, dated as of October 13, 1992, among Foamex L.P., FCC and
              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(b)   - Third Supplemental Indenture, dated as of December 14, 1993, among
              Foamex L.P. and FCC, as Issuers, the Company, General Felt and 
              Perfect Fit, as Guarantors, and Shawmut, as trustee, relating to the
              Senior Subordinated Debentures.
  4.21.1(u) - Fourth Supplemental Indenture, dated as of August 1, 1996, by and
              among Foamex L.P. and Foamex Capital Corporation, as Issuers, Foamex
              International Inc., as parent guarantor, General Felt Industries,
              Inc., as guarantor, Perfect Fit Industries, Inc., as withdrawing
              guarantor, and Fleet National Bank, as Trustee, relating to the
              Subordinated Debentures.
  
                                         17
  4.22(i)   - Indenture, dated as of June 28, 1994, among FJPS and FJCC, as
              Issuers, Foamex International Inc., 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.
  4.23(m)   - Pledge Agreement, dated as of June 28, 1994, made by FJPS in favor
              of Shawmut, as collateral agent for the holders of the Senior 
              Secured Discount Debentures.
  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(m)   - Pledge Agreement, dated as of June 28, 1994, among FJPS in favor of
              Foamex L.P. to secure its obligations under its Senior Note due 
              2006.
  4.26(m)   - Pledge Agreement, dated as of June 28, 1994, made by JPS Automotive
              L.P. in favor of Foamex L.P. to secure FJPS's obligations under its
              Senior Note due 2006.
  4.27(g)   - Indenture, between Products Corp. and Shawmut Connecticut, as
              Trustee, relating to $180,000,000 principal amount of 111/8% Senior
              Notes due 2001 (the "JPS Automotive Senior Notes"), including form 
               of the JPS Automotive Senior Note.
  4.28(j)   - First Supplemental Indenture, dated as of October 5, 1994, between
              Products Corp., JPS Automotive L.P., and Shawmut Connecticut, as
              Trustee, relating to the JPS Automotive Senior Notes due 2001.
  4.29(u)   - Commitment letter, dated July 9, 1996, from The Bank of Nova
              Scotia to Foamex Canada Inc.
  4.30(u)   - 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").
  4.31(x)   - 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.
  4.32(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.
  4.33(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.
  4.34(i)   - Amended and Restated Guaranty, dated as of June 28, 1994, executed
              by the Company 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(t)   - First Amendment to Amended and Restated Guaranty, dated June 30,
              1995, executed by the Company 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)   - Second Amendment to Amended and Restated Guaranty, dated February
              27, 1996, executed by the Company 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.
  4.39.1(u) - Amendatory Agreement, dated as of July 30, 1996, among Foamex
              L.P., General Felt Industries, Inc., Foamex Capital Corporation, and
              Citibank N.A., as collateral agent under the Credit Agreement.
  
                                        18
  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(j)   - Amended and Restated Credit Agreement, dated October 5, 1994, by
              and among, Products Corp., JPS Automotive, JPSGP Inc., the
              institutions party thereto as Lenders, the institutions party
              thereto as Issuing Banks, and Citibank, N.A. and The Bank of Nova
              Scotia.
  4.42(m)   - First Amendment to the Amended and Restated Credit Agreement of
              JPS Automotive, dated as of November 11, 1994.
  4.43(m)   - Second Amendment to the Amended and Restated Credit Agreement of
              JPS Automotive, dated as of February 8, 1995.
  4.44(s)   - Third Amendment to the Amended and Restated Credit Agreement of
              JPS Automotive, dated as of February 27, 1996.
  4.45.1(u) - Fourth Amendment to the Amended and Restated Credit Agreement of
              JPS Automotive, dated as of June 19, 1996.
  4.46(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
              Rallis.
  4.47(a)   - Marely Loan Commitment Agreement, dated as of December 14, 1993,
              by and between the Company and Marely.
  4.48(a)   - DLJ Loan Commitment Agreement, dated as of December 14, 1993, by
              and between the Company and DLJ Funding.
  4.49(u)   - 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(a)   - Registration Rights Agreement, dated as of December 14, 1993, by
              and among the Company and GBNY and, for certain limited purposes as
              set forth therein, Trace Holdings and Trace Foam.
  10.2(a)   - Registration Rights Agreement, dated as of December 14, 1993, by
              and among the Company and RFC and, for certain limited purposes as
              set forth therein, Trace Holdings and Trace Foam.
  10.3(a)   - Registration Rights Agreement, dated as of December 14, 1993, by
              and between the Company and Rallis.
  10.4(a)   - Registration Rights Agreement, dated as of December 14, 1993, by
              and among the Company and DLJ Funding and, for certain limited
              purposes as set forth therein, Trace Holdings and Trace Foam.
  10.5(a)   - Registration Rights Agreement, dated as of December 14, 1993, by
              and between the Company and FCD Sub, Inc.
  10.6(a)   - Registration Rights Agreement, dated as of December 14, 1993, by
              and among the Company and Marely and, for certain limited purposes
              as set forth therein, Trace Holdings and Trace Foam.
  10.7(a)   - Registration Rights Agreement, dated as of December 14, 1993, by
              and between the Company and Trace Foam.
  10.8(a)   - Registration Rights Agreement, dated as of December 14, 1993, by
              and between the Company and Trace Holdings.
  10.9(a)   - Registration Rights Agreement, dated as of November 18, 1993, by
              and among the Company and the Investors which are signatories
              thereto.
  10.10(i)  - Warrant Registration Rights Agreement, dated as of June 28, 1994,
              by and among the Company, DLJ and Smith Barney Inc.
  10.11(i)  - Senior Secured Discount Debenture Registration Rights Agreement,
              dated as of June 28, 1994, among FJPS, FJCC, Holdings, DLJ, and
              Smith Barney Inc.
  10.12(h)  - Warrant Agreement, dated as of June 28, 1994, between the Company
              and Shawmut Bank.
  10.13(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").
  10.14(m)  - Swap Agreement, dated as of March 31, 1994, and amended in
              November 1994, by and between Foamex L.P., and Citibank, N.A.
  10.15(t)  - Amended Confirmation Letter Agreement, dated as of February 2,
              1996, by and between Foamex L.P. and Citibank, N.A.
  
                                        19
  10.15.1(u)- Amended Confirmation Letter Agreement, dated May 29, 1996, by and
              between Foamex L.P. and Citibank, N.A.
  10.16(b)  - Revised Swap Transaction Letter Agreement, dated as of June 10,
              1993, among Foamex L.P., FCC and Salomon Holdings.
  10.17(g)  - Swap Agreement, dated as of June 30, 1994, by and between JPS
              Automotive and Citibank, N.A.
  10.18(p)  - Revised Swap Transaction Letter Agreement, dated May 11, 1995,
              among JPS Automotive Products Corporation, JPS Automotive, and
              Citibank, N.A.
  10.19(y)  - Revised Confirmation of Interest Rate Swap Termination, dated
              September 25, 1996, by and between JPS Automotive and Citibank, N.A.
  10.20(d)  - Reimbursement Agreement, dated as of March 23, 1993, between Trace
              Holdings and General Felt.
  10.21(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.
  10.22(e)  - Asset Transfer Agreement, dated as of October 2, 1990, between
              Trace Holdings and the Foamex L.P. (the "Trace Holdings Asset
              Transfer Agreement").
  10.23(e)  - First Amendment, dated as of December 19, 1991, to the Trace
              Holdings Asset Transfer Agreement.
  10.24(e)  - Amended and Restated Guaranty, dated as of December 19, 1991, made
              by Trace Foam in favor of Foamex L.P.
  10.25(e)  - Asset Transfer Agreement, dated as of October 2, 1990, between RFC
              and Foamex L.P. (the "RFC Asset Transfer Agreement").
  10.26(e)  - First Amendment, dated as of December 19, 1991, to the RFC Asset
              Transfer Agreement.
  10.27(e)  - Schedule 5.03 to the RFC Asset Transfer Agreement (the "5.03
              Protocol").
  10.28(d)  - The 5.03 Protocol Assumption Agreement, dated as of October 13,
              1992, between RFC and Foamex L.P.
  10.29(d)  - Letter Agreement between Trace Holdings and Recticel regarding the
              Recticel guaranty, dated as of July 22, 1992.
  10.30(i)  - Supply Agreement, dated June 28, 1994, between Foamex L.P. and the
              Company.
  10.31(i)  - First Amended and Restated Tax Sharing Agreement, dated as of
              December 14, 1993, among Foamex L.P., Trace Foam, FMXI, and the
              Company.
  10.32(i)  - Tax Sharing Agreement, dated as of June 28, 1994, among FJPS and
              the Company.
  10.33(d)  - Trace Foam Management Agreement between Foamex L.P. and Trace
              Foam, dated as of October 13, 1992.
  10.34(i)  - Affirmation Agreement re: Management Agreement, dated as of
              December 14, 1993 between Foamex L.P. and Trace Foam.
  10.35(r)  - Aircraft Purchase Agreement, dated as of August 22, 1995, by and
              between Trace Aviation and Foamex Aviation.
  10.36(r)  - Aircraft Sale, Lease and Operating Agreement, dated as of August
              22, 1995, by and between Trace Aviation and Trace Holdings.
  10.37(r)  - Assumption/Aircraft Security Agreement, dated as of August 22,
              1995, by and between Foamex Aviation and the CIT Group/Equipment
              Financing, Inc. ("CIT Group").
  10.38(r)  - Collateral Assignment of Aircraft Leases and Aircraft Use
              Agreements, dated as of August 22, 1995, by and between Foamex
              Aviation and CIT Group.
  10.39(r)  - Guaranty by the Company in favor of CIT Group, dated as of August
              22, 1995.
  10.40(r)  - Aviation Guaranty Indemnity Agreement, dated as of August 22,
              1995, by and between the Company and Trace Holdings.
  10.41(e)  - Salaried Incentive Plan of Foamex L.P. and Subsidiaries.
  10.42(e)  - Trace Holdings 1987 Nonqualified Stock Option Plan.
  10.43(e)  - Equity Growth Participation Program.
  10.44(m)  - General Felt Industries, Inc. Retirement Plan for Salaried
              Employees, effective as of January 1, 1995.
  
                                        20
  10.45(e)  - Foamex L.P. Salaried Retirement Plan (formerly known as the Foamex
              L.P. Products, Inc. Salaried Employee Retirement Plan), as amended,
              effective July 1, 1984.
  10.46(e)  - Foamex L.P. 401(k) Savings Plan dated January 1, 1989.
  10.47(q)  - Foamex/GFI 401(k) Savings Plan dated July 1, 1995.
  10.48(a)  - The Company's 1993 Stock Option Plan.
  10.49(a)  - The Company's Non-Employee Director Compensation Plan.
  10.50(s)  - Hourly Employees' Pension Plan of JPS Automotive Products Corp.
  10.51(s)  - Retirement Pension Plan for Employees of JPS Automotive L.P.
  10.52(p)  - Savings, Investment and Profit Sharing Plan of JPS Automotive
              L.P., dated October 6, 1994.
  10.53(p)  - First Amendment to Savings, Investment and Profit Sharing Plan of
              JPS Automotive L.P., dated July 26, 1995.
  10.54(a)  - Employment Agreement, dated as of May 6, 1993, by and between
              Foamex L.P. and Rallis.
  10.55(f)  - Employment Agreement, dated as of February 1, 1994, by and between
              Foamex L.P. and William H. Bundy.
  10.56(t)  - Employment Agreement, dated as of June 26, 1995, by and between
              Foamex L.P. and Salvatore J. Bonanno
  10.57(j)  - Employment Agreement, dated as of July 22, 1994, by and among the
              Company, JPS Automotive, and Jerry Burns.
  10.58(n)  - Employment Agreement, dated as of August 4, 1994, by and between
              the Company, JPS Automotive, and Robert Sparks.
  10.59(s)  - Employment Agreement, dated as of September 1, 1995 by and between
              JPS Automotive and Dean Gaskins.
  10.60(o)  - Bonus Agreement, dated as of May 7, 1993, between the Company and
              Robert Hay.
  10.61(a)  - Amended and Restated Put Option Agreement, dated as of December
              14, 1993, by and between Trace Holdings and Rallis.
  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(g)  - Asset Purchase Agreement, dated as of May 25, 1994, by and among
              JPS Automotive, JPS Textile Group, Inc., the Company, JPS Auto Inc.,
              and JPS Converter & Industrial Corp. ("C&I").
  10.64(g)  - Services Agreement, by and between JPS Automotive and the Company.
  10.65(g)  - Dunean Reciprocal Easement Agreement, by and between JPS
              Automotive and C&I.
  10.66(g)  - Supply Agreement, by and among the Company and certain of its
              affiliates and JPS Automotive.
  10.67(g)  - Tax Sharing Agreement, by and among JPS Automotive and its
              partners.
  10.68(g)  - Financing Agreement, dated as June 4, 1993, by and between
              NationsBank of North Carolina, N.A. and Cramerton, as amended by the
              First Amendment and Correction of Financing Agreement, dated as of
              April 28, 1994.
  10.69(n)  - Second Amendment and Correction of Financing Agreement, dated as
              of December 28, 1994, by and between NationsBank of North Carolina,
              N.A. and Cramerton.
  10.70(s)  - Third Amendment to Financing Agreement, dated December 12, 1995,
              by and between NationsBank of North Carolina, N.A. and Cramerton.
  10.70.1(v) - Fourth Amendment to Financing Agreement, dated June 14, 1996, by
              and between NationsBank of North Carolina, N.A. and Cramerton.
  10.71(g)  - Amended and Restated Agreement of Limited Partnership of Cramerton
              Automotive Products, L.P., dated as of December 2, 1991.
  10.72(m)  - First Amendment to Amended and Restated Agreement of Limited
              Partnership of Cramerton Automotive Products, L.P., dated as of June
              28, 1994.
  10.73(m)  - Second Amendment to Amended and Restated Agreement of Limited
              Partnership of Cramerton Automotive Products, L.P., dated as of
              October 5, 1994.
  10.74(g)  - Stockholders' Agreement, dated as of December 2, 1991, by and
              among Cramerton Management Corp., JPS Group, and Seiren Co., Ltd.
              (the "Stockholders' Agreement").
  10.75(m)  - First Amendment to Stockholders' Agreement, dated as of June 28,
              1994.
  
                                        21
  10.76(w)  - 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.
  10.77(z)  - Equity Purchase Agreement, dated as of August 28, 1996, by and
              among JPSGP Inc., Foamex-JPS Automotive L.P., and Collins & Aikman
              Products Co.
  -------------------
  
       (a)  Incorporated herein by reference to the Exhibit to the Company'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
            the Company 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 the
            Company for the quarterly period ended July 3, 1994.
  
       (i)  Incorporated herein by reference to the Exhibit to the Registration
            Statement of FJPS, FJCC, and the Company 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 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 FCC, and General Felt for the
            fiscal quarter ended October 2, 1994.
  
       (l)  Incorporated herein by reference to the Exhibit in the Registration
            Statement of the Company on Form S-3, Registration No. 33-85488.
  
       (m)  Incorporated herein by reference to the Exhibit to the Form 10-K of
            the Company for fiscal 1994.
  
       (n)  Incorporated herein by reference to the Exhibit to the Form 10-K of
            JPS Automotive for fiscal 1994.
  
       (o)  Incorporated herein by reference to the Exhibit to the Form 10-K of
            Foamex L.P. for fiscal 1994.
  
       (p)  Incorporated herein by reference to the Exhibit to the Form 10-Q of
            JPS Automotive for the quarterly period ended July 2, 1995.
  
                                        22
  (q)  Incorporated herein by reference to the Exhibit to the Form 10-Q of
            Foamex L.P. for the quarterly period ended July 2, 1995.
  
       (r)  Incorporated herein by reference to the Exhibit to the Form 10-Q of
            the Company for the quarterly period ended October 1, 1995.
  
       (s)  Incorporated herein by reference to the Exhibit to the Form 10-K of
            JPS Automotive for fiscal 1995.
  
       (t)  Incorporated herein by reference to the Exhibit to the Form 10-K of
            Foamex L.P. for fiscal 1995.
  
       (u)  Incorporated herein by reference to the Exhibit to the Form 10-Q of
            Foamex L.P. for the quarterly period ended June 30, 1996.
  
       (v)  Incorporated herein by reference to the Exhibit to the Form 10-Q of
            JPS Automotive for the quarterly period ended June 30, 1996.
  
       (w)  Incorporated herein by reference to the Exhibit to the Form 8-K of
            Foamex L.P. reporting an event which occurred on June 11, 1996.
  
       (x)  Incorporated herein by reference to the Exhibit to the Form 10-Q of
            Foamex L.P. for the quarterly period ended September 29, 1996.
  
       (y)  Incorporated herein by reference to the Exhibit to the Form 10-Q of
            JPS Automotive for the quarterly period ended September 29, 1996.
  
       (z)  Incorporated herein by reference to the Exhibit to the Form 8-K of
            Foamex International reporting an event which occurred on August 28,
            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.
  
       (b) The Company filed the following Current Reports on Form 8-K:
  
            Form 8-K reporting an event that occurred on August 1, 1996 (sale of
            Perfect Fit including pro forma financial information).
  
            Form 8-K reporting an event that occurred on August 28, 1996
            (execution of JPS Automotive Agreement).
  
                                        23
  SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
                                              FOAMEX INTERNATIONAL INC.
  
  Date:     November 11, 1996                 By:   /s/ Kenneth R. Fuette
                                                    ------------------------
                                                    Kenneth R. Fuette
                                                    Chief Financial Officer and
                                                    Chief Accounting Officer
  
                                        24