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 June 29, 1997
  
                           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 August
  8, 1997 was 24,957,680.
  
                                    Page 1 of 29
                            Exhibit List on Page 22 of 29
  
                                         1
  <PAGE>
  
                              FOAMEX INTERNATIONAL INC.
  
                                        INDEX
                                                                            Page
  
  Part I.   Financial Information:
  
            Item 1.  Financial Statements
  
              Condensed Consolidated Statements of Operations - Thirteen
                 Week and  Twenty-Six  Week Periods  Ended June 29, 1997
                 and June 30, 1996                                            3
  
              Condensed Consolidated  Balance Sheets as of June 29, 1997
                 and December 29, 1996                                        4
  
              Condensed   Consolidated   Statements   of  Cash  Flows  -
                 Twenty-Six  Week  Periods  Ended June 29, 1997 and June
                 30, 1996                                                     5
  
              Notes to Condensed Consolidated Financial Statements            6
  
            Item 2. Management's  Discussion and Analysis of Financial
                 Condition and Results of Operations                         15
  
  Part II.  Other Information                                                21
  
            Exhibit List                                                     22
  
            Signatures                                                       29
  
  
                                          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         26 Week Periods Ended
                                            June 29,        June 30,      June 29,       June 30,
                                              1997            1996          1997           1996
                                                      (thousands except per share data)
  <S>                                      <C>            <C>            <C>            <C>      
  NET SALES                                $ 239,887      $ 240,447      $ 469,007      $ 459,578
  
  COST OF GOODS SOLD                         195,107        202,280        381,430        385,380
                                           ---------      ---------      ---------      ---------
  
  GROSS PROFIT                                44,780         38,167         87,577         74,198
  
  SELLING, GENERAL AND
     ADMINISTRATIVE EXPENSES                  16,100         13,752         32,087         27,722
                                           ---------      ---------      ---------      ---------
  
  INCOME FROM OPERATIONS                      28,680         24,415         55,490         46,476
  
  INTEREST AND DEBT ISSUANCE EXPENSE          13,474         13,045         27,442         25,948
  
  OTHER INCOME, NET                              448            299          1,086            502
                                           ---------      ---------      ---------      ---------
  
  INCOME FROM CONTINUING OPERATIONS
     BEFORE PROVISION FOR INCOME TAXES        15,654         11,669         29,134         21,030
  
  PROVISION FOR INCOME TAXES                   6,184          5,064         11,528          8,582
                                           ---------      ---------      ---------      ---------
  
  INCOME FROM CONTINUING OPERATIONS            9,470          6,605         17,606         12,448
  
  LOSS FROM DISCONTINUED OPERATIONS,
     NET OF INCOME TAX BENEFITS                   --        (38,312)            --        (38,018)
  
  EXTRAORDINARY LOSS ON EARLY
     EXTINGUISHMENT OF DEBT,
     NET OF INCOME TAXES                     (42,189)            --        (42,599)            --
                                           ---------      ---------      ---------      ---------
  
  NET INCOME (LOSS)                        $ (32,719)     $ (31,707)     $ (24,993)     $ (25,570)
                                           =========      =========      =========      =========
  
  EARNINGS (LOSS) PER SHARE:
  
  CONTINUING OPERATIONS                    $    0.37      $    0.26      $    0.68      $    0.48
  DISCONTINUED OPERATIONS                         --          (1.50)            --          (1.47)
  EXTRAORDINARY LOSS                           (1.64)            --          (1.64)            --
                                           ---------      ---------      ---------      ---------
  EARNINGS (LOSS) PER SHARE                $   (1.27)     $   (1.24)     $   (0.96)     $   (0.99)
                                           =========      =========      =========      =========
  
  WEIGHTED AVERAGE NUMBER
     OF SHARES OUTSTANDING                    25,755         25,619         25,908         25,784
                                           =========      =========      =========      =========
  </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>
  ASSETS                                                                        June 29, 1997   December 29, 1996
  
  CURRENT ASSETS:                                                                         (thousands)
  <S>                                                                             <C>               <C>      
        Cash and cash equivalents                                                 $   7,362         $  22,203
        Accounts receivable, net                                                    137,101           126,573
        Inventories                                                                 106,723           102,610
        Other current assets                                                         53,083            55,718
                                                                                  ---------         ---------
            Total current assets                                                    304,269           307,104
  
  PROPERTY, PLANT AND EQUIPMENT, NET                                                203,105           195,373
  
  COST IN EXCESS OF ASSETS ACQUIRED, NET                                             81,232            82,471
  
  DEBT ISSUANCE COSTS, NET                                                           18,428            18,628
  
  DEFERRED INCOME TAXES                                                              24,111                --
  
  OTHER ASSETS                                                                       16,280            16,270
                                                                                  ---------         ---------
  
  TOTAL ASSETS                                                                    $ 647,425         $ 619,846
                                                                                  =========         =========
  
  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
  CURRENT LIABILITIES:
        Short-term borrowings                                                     $   3,960         $   3,692
        Current portion of long-term debt                                             9,121            14,505
        Accounts payable                                                             78,905            84,930
        Accrued interest                                                              3,225             9,012
        Other accrued liabilities                                                    62,685            58,384
                                                                                  ---------         ---------
            Total current liabilities                                               157,896           170,523
                                                                                  ---------         ---------
  
  LONG-TERM DEBT                                                                    547,348           483,344
                                                                                  ---------         ---------
  
  OTHER LIABILITIES                                                                  29,226            24,082
                                                                                  ---------         ---------
  
  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 26,908,680 and 26,753,262
            shares, respectively; Outstanding 25,098,280 and 25,198,862
            shares, respectively                                                        269               267
        Additional paid-in capital                                                   85,743            84,579
        Retained earnings (accumulated deficit)                                    (146,653)         (120,174)
        Other                                                                        (9,481)           (9,312)
                                                                                  ---------         ---------
                                                                                    (70,122)          (44,640)
  
        Common Stock held in treasury, at cost; 1,810,400 shares at
            June 29, 1997 and 1,554,400 Shares at December 29, 1996                 (16,923)          (13,463)
                                                                                  ---------         ---------
  
            Total stockholders' equity (deficit)                                    (87,045)          (58,103)
                                                                                  ---------         ---------
  
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                            $ 647,425         $ 619,846
                                                                                  =========         =========
  </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>
                                                                                              26 Week Periods Ended
                                                                                            June 29,           June 30,
                                                                                              1997               1996
                                                                                                   (thousands)
  OPERATING ACTIVITIES:
  <S>                                                                                      <C>               <C>       
     Net income (loss)                                                                     $ (24,993)        $ (25,570)
     Adjustments to reconcile net income to net cash
        provided by operating activities:
        Depreciation and amortization                                                         10,815            11,322
        Amortization of debt issuance costs and debt discount                                  6,847             6,765
        Extraordinary loss                                                                    42,599                --
        Loss from discontinued operations                                                         --            38,018
        Other operating activities                                                              (565)             (581)
        Changes in operating assets and liabilities, net of discontinued operations          (38,334)          (15,559)
                                                                                           ---------         ---------
  
        Net cash provided by (used for) continuing operations                                 (3,631)           14,395
        Net cash provided by discontinued operations                                              --             7,588
                                                                                           ---------         ---------
        Net cash provided by (used for) operating activities                                  (3,631)           21,983
                                                                                           ---------         ---------
  
  INVESTING ACTIVITIES:
     Capital expenditures                                                                    (16,432)           (7,798)
     Decrease in restricted cash                                                              12,143                --
     Other investing activities                                                                   35             1,399
     Discontinued operations investing activities                                                 --            (1,825)
                                                                                           ---------         ---------
  
        Net cash used for investing activities                                                (4,254)           (8,224)
                                                                                           ---------         ---------
  
  FINANCING ACTIVITIES:
     Net proceeds from short-term borrowings                                                     256             1,968
     Proceeds from revolving loans                                                            49,000                --
     Proceeds from long-term debt                                                            453,500                --
     Repayments of long-term debt                                                           (450,026)           (4,721)
     Premiums and costs associated with debt extinguishment                                  (42,562)               --
     Debt issuance costs                                                                     (14,746)               --
     Purchase of treasury stock                                                               (1,890)           (4,861)
     Other financing activities                                                                 (488)                3
     Discontinued operations financing activities                                                 --            (7,028)
                                                                                           ---------         ---------
  
        Net cash used for financing activities                                                (6,956)          (14,639)
                                                                                           ---------         ---------
  
  NET DECREASE IN CASH AND
     CASH EQUIVALENTS                                                                        (14,841)             (880)
  
  CASH AND CASH EQUIVALENTS
     AT BEGINNING OF PERIOD                                                                   22,203             3,322
                                                                                           ---------         ---------
  
  CASH AND CASH EQUIVALENTS
     AT END OF PERIOD                                                                      $   7,362         $   2,442
                                                                                           =========         =========
  </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  29,  1996 has been  condensed  from the  audited
  consolidated  balance  sheet at that date.  The condensed  consolidated  balance
  sheet as of June 29, 1997, the condensed  consolidated  statements of operations
  for the thirteen week and  twenty-six  week periods ended June 29, 1997 and June
  30,  1996  and the  condensed  consolidated  statements  of cash  flows  for the
  twenty-six week periods ended June 29, 1997 and June 30, 1996 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 twenty-six  week periods ended June 30, 1996 and the condensed
  consolidated  statement of cash flows for the twenty-six  week period ended June
  30, 1996 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 June 12, 1997, the Company substantially  completed a refinancing plan
  (the  "Refinancing  Plan") that included the  refinancing  of certain  long-term
  indebtedness  to reduce the  Company's  interest  expense and improve  financing
  flexibility.  In connection with the  Refinancing  Plan,  Foamex L.P.  purchased
  approximately  $342.3 million of aggregate  principal  amount of its public debt
  and  approximately  $116.7 million of aggregate  principal  amount of Foamex-JPS
  Automotive  L.P.'s  ("FJPS")  senior secured  discount  debentures due 2004 (the
  "Discount Debentures") and repaid $5.2 million of term loan borrowings under its
  old credit facility.  The Company  incurred an  extraordinary  loss on the early
  extinguishment  of debt associated with the  Refinancing  Plan of  approximately
  $42.0 million (net of income taxes). (See Note 5 below for further  discussion.)
  The  Refinancing  Plan was funded by $347.0  million of  borrowings  under a new
  $480.0 million credit facility (the "New Credit  Facility") and the net proceeds
  from the  issuance  of $150.0  million of 9 7/8% senior  subordinated  notes due
  2007.
  
         In addition,  the Company  intends to call for  redemption  on October 1,
  1997  approximately   $26.0  million  of  the  approximately  $30.0  million  of
  outstanding  public debt that was not tendered as part of the Refinancing  Plan.
  The  redemption  is expected to be funded with  borrowings  under the New Credit
  Facility.  In connection with this  redemption,  the Company expects to incur an
  extraordinary  loss on the early  extinguishment  of debt of approximately  $1.6
  million (net of income taxes) in the fourth quarter of 1997.
  
         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 1996 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
  29, 1996.
  
  2. DISCONTINUED OPERATIONS
  
         On December 11, 1996, the Company  completed the sale of its  partnership
  interests  in  JPS  Automotive  L.P.  ("JPS  Automotive")  for a sale  price  of
  approximately  $220.1  million  including  $200.1  million  of JPS  Automotive's
  indebtedness. The sale is subject to a post-closing adjustment which is expected
  to be finalized  during 1997. The sale included the net assets of the automotive
  textiles business segment.  During 1996, the Company sold the outstanding common
  stock  of  Perfect  Fit  Industries,   Inc.   ("Perfect  Fit"),  a  wholly-owned
  subsidiary,  for an adjusted sale price of approximately $44.2 million. The sale
  included the net assets of the home comfort products business segment.
  
                                         6
  
  <PAGE>
  
                     FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  
  2. DISCONTINUED OPERATIONS (continued)
  
         The  Company's  condensed  consolidated  financial  statements  have been
  restated  to  reflect  the  discontinuation  of the home  comfort  products  and
  automotive  textile  business  segments.  In addition to the  interest  and debt
  issuance  expense of JPS  Automotive,  interest  and debt  issuance  expense was
  allocated to discontinued  operations  based on the estimated debt to be retired
  from the net proceeds from the sale of Perfect Fit and JPS Automotive. A summary
  of the operating results for the discontinued operations is as follows:
  <TABLE>
  <CAPTION>
  
                                                                     Thirteen Week       Twenty-Six Week
                                                                     Period Ended         Period Ended
                                                                     June 30, 1996 (1)   June 30, 1996 (1)
                                                                               (thousands)
  <S>                                                                   <C>               <C>     
         Net sales                                                      $107,684          $207,765
         Gross profit                                                     17,555            34,454
         Income from operations                                            8,130            16,476
         Interest and debt issuance expense                                6,841            13,804
         Loss on disposal of discontinued operations                     (39,297)          (39,297)
         Other expense                                                       759             1,068
         Loss from discontinued operations before
             provision for income taxes                                  (38,767)          (37,693)
         Provision (benefit) for income taxes                               (455)              325
         Loss from discontinued operations, net of income taxes          (38,312)          (38,018)
  </TABLE>
  
  (1)  The Company's discontinued operations includes the operations of Perfect
       Fit and JPS Automotive.
  
  3. INVENTORIES
  
         The components of inventories consist of:
  
                                              June 29,        December 29,
                                                1997              1996
                                                     (thousands)
         Raw materials and supplies           $59,070           $61,559
         Work-in-process                       17,305            13,453
         Finished goods                        30,348            27,598
                                             --------          --------
  
         Total                               $106,723          $102,610
                                             ========          ========
  
  4. EARNINGS (LOSS) PER SHARE
  
         Earnings  (loss) per share is  calculated  by dividing  net income by the
  weighted average shares of common stock  outstanding.  Common stock  equivalents
  have been included in the weighted  average  shares of common stock  outstanding
  for 1997 and 1996.
  
         In  February  1997,  the  Financial  Accounting  Standards  Board  issued
  Statement of Financial  Accounting  Standards  ("SFAS") No. 128,  "Earnings  Per
  Share".  SFAS No. 128 specifies  new standards  designed to improve the earnings
  per share ("EPS")  information  provided in financial  statements by simplifying
  the existing computational guidelines, revising the disclosure requirements, and
  increasing the comparability of EPS data on an international  basis. Some of the
  changes made to simplify the EPS computations include: (i) eliminating the
  
  
                                         7
  <PAGE>
  
                     FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  
  4. EARNINGS (LOSS) PER SHARE (continued)
  
  presentation  of primary EPS and replacing it with basic EPS, with the principal
  difference  being that common stock  equivalents are not considered in computing
  basic EPS, (ii)  eliminating  the modified  treasury  stock method and the three
  percent materiality provision and (iii) revising the contingent share provisions
  and the supplemental EPS data requirements. Under the provisions of SFAS No.128,
  the Company would have reported the following net loss per share information:
  
  <TABLE>
  <CAPTION>
                                                          13 Week Periods Ended           26 Week Periods Ended
  
                                                          June 29,         June 30,       June 29,        June 30,
                                                            1997              1996           1997            1996
                                                                       (thousands except per share data)
  
  <S>                                                    <C>             <C>           <C>               <C>
          Basic loss per share                           $  (1.29)     $  (1.25)      $  (0.99)        $  (1.00)
                                                         ========      ========       ========         ======== 
          Weighted average shares outstanding              25,298        25,388         25,304           25,553
                                                         ========      ========       ========         ======== 
          Fully diluted loss per share                   $  (1.26)     $  (1.24)      $  (0.96)        $  (1.00)
                                                         ========      ========       ========         ======== 
          Weighted average shares outstanding              25,872        25,667         26,128           25,694
                                                         ========      ========       ========         ======== 
  </TABLE>
  
  
  5.     LONG-TERM DEBT
  
         Long-term debt consists of:
  <TABLE>
  <CAPTION>
                                                                                    June 29,        December 29,
                                                                                      1997               1996
                                                                                            (thousands)
  <S>                                                                              <C>               <C>   
         9-7/8% senior subordinated notes due 2007 (1)                              $150,000          $     --
         Foamex L.P. term loans (7.95% interest rate
             at June 29, 1997) (2)                                                   298,000                --
         Foamex L.P. revolving loan (7.65% interest rate
             at June 29, 1997) (3)                                                    49,000                --
         9 1/2% senior secured notes due 2000 (4)                                      4,523           106,793
         11 1/4% senior notes due 2002 (4)                                             5,825           141,400
         11 7/8% senior subordinated debentures due 2004 (net of
             unamortized debt discount of $119 and $769) (4)                          20,224           125,056
         Senior secured discount debentures due 2004, Series B
             (net of unamortized debt discount of $35,864) (5)                            --            80,881
         11 7/8% senior subordinated debentures due 2004, Series B (6)                    45             7,000
         Industrial revenue bonds (7)                                                  7,000             7,000
         Foamex L.P. term loan (8.54% interest rate as of
             December 29, 1996) (7)                                                       --            11,000
         Subordinated note (net of debt discount of $1,047 and $1,198) (7)             5,968             5,817
         Other                                                                        15,884            12,902
                                                                                    --------          --------
  
                                                                                     556,469           497,849
  
         Less current portion                                                          9,121            14,505
                                                                                    --------          --------
  
         Long-term debt                                                             $547,348          $483,344
                                                                                    ========          ========
  </TABLE>
  
                                         8
  <PAGE>
  
                     FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  
  5. LONG-TERM DEBT (continued)
  
  (1)  Subsidiary debt of Foamex L.P. and Foamex Capital Corporation ("FCC")
       (together the "Issuers") and guaranteed by General Felt Industries, Inc.
       ("General Felt"), Foamex Fibers, Inc. ("Foamex Fibers") and all other 
       current and future domestic subsidiaries of the Issuers.
  
  (2)  Subsidiary debt of Foamex L.P. and guaranteed by the Company, General Felt
       and Foamex Fibers.
  
  (3)  Subsidiary debt of Foamex L.P. and General Felt and guaranteed by the
       Company and Foamex Fibers.
  
  (4)  Subsidiary debt of the Issuers and guaranteed by the Company and General
       Felt.
  
  (5)  Subsidiary debt of FJPS and Foamex-JPS Capital Corporation and guaranteed
       by the Company.
  
  (6)  Subsidiary debt of the Issuers and guaranteed by General Felt.
  
  (7)  Subsidiary debt of Foamex L.P.
  
          Term Loans and Revolving Loan
  
         On June 12, 1997, Foamex L.P. entered into the New Credit Facility with a
  group of banks that provides for term loans of up to $330.0 million which expire
  from June 2003 to June 2006 and up to $150.0  million under a revolving  line of
  credit which  expires in June 2003.  In connection  with the  Refinancing  Plan,
  Foamex L.P. entered into term loans of $298.0 million and borrowed $49.0 million
  under the revolving line of credit.
  
          The term  loans  are  comprised  of a (i) term A loan  ("Term  A") which
  provides up to $120.0 million of borrowings of which Foamex L.P.  borrowed $88.0
  million in connection with the Refinancing  Plan, (ii) term B loan ("Term B") of
  $110.0 million and (iii) term C loan ("Term C") of $100.0 million. The remaining
  $32.0 million  available  under the Term A is restricted and can only be used by
  Foamex  L.P.  to retire its public  debt not  tendered  in  connection  with the
  Refinancing Plan with such unused availability terminating June 15, 1998.
  
          Borrowings  under  the  New  Credit  Facility  are   collateralized   by
  substantially  all of the assets of Foamex L.P.,  General Felt and Foamex Fibers
  on a pari passu basis with the 9 1/2% senior secured notes due 2000, the 11 1/4%
  senior  notes  due 2002 and the  industrial  revenue  bonds  (collectively,  the
  "Notes");  however,  the rights of the  holders of the  applicable  issue of the
  Notes to receive  payment upon the  disposition of the collateral  securing such
  issue of Notes has been preserved.
  
         Pursuant  to the terms of the New Credit  Facility,  borrowed  funds will
  bear interest at a floating rate equal to an applicable margin, as defined, plus
  the higher of (i) the base rate of The Bank of Nova Scotia,  in effect from time
  to time,  or (ii) a rate that is equal to 0.5% per annum plus the federal  funds
  rate in effect  from time to time.  The  applicable  margin is  determined  by a
  calculation  of the total net debt to EBDAIT  ratio,  as defined,  and can range
  from no margin up to 1.125%  per  annum  for Term A and  revolving  loans,  from
  0.875%  per annum to 1.375%  per annum for Term B and from  1.125%  per annum to
  1.625%  per annum for Term C. At the  option of  Foamex  L.P.,  portions  of the
  outstanding loans under the New Credit Facility are convertible into LIBOR based
  loans which bear interest at a floating  rate equal to an applicable  margin for
  LIBOR  based  loans,  as  defined,  plus the  average  LIBOR,  as  defined.  The
  applicable  margin for LIBOR based loans is a rate that will generally equal the
  applicable margin (discussed above) plus 1.0% per annum.
  
                                         9
  
  <PAGE>
  
                     FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  
  5. LONG-TERM DEBT (continued)
  
          9 7/8% Senior Subordinated Notes due 2007 ("Senior Subordinated Notes")
  
          The Senior  Subordinated  Notes were issued by Foamex L.P.  and FCC in a
  private placement under Rule 144A of the Securities Act of 1933, as amended,  on
  June 12, 1997 in connection with the Refinancing  Plan. The Senior  Subordinated
  Notes bear interest at the rate of 9 7/8% per annum payable semiannually on each
  June 15 and December 15, commencing  December 15, 1997. The Senior  Subordinated
  Notes mature on June 15, 2007. The Senior  Subordinated Notes may be redeemed at
  the option of Foamex L.P., in whole or in part, at any time on or after June 15,
  2002, initially at 104.938% of their principal amount, plus accrued interest and
  liquidated  damages,  as defined,  if any, thereon to the date of redemption and
  declining to 100.0% on or after June 15, 2005. In addition, at any time prior to
  June 15, 2000,  Foamex L.P. may on one or more  occasions  redeem up to 35.0% of
  the initially outstanding principal amount of the Senior Subordinated Notes at a
  redemption  price  equal to  109.875%  of the  principal  amount,  plus  accrued
  interest and liquidated  damages, if any, thereon to the date of redemption with
  the cash proceeds of one or more Public Equity Offerings,  as defined.  Upon the
  occurrence  of  a  change  of  control,  as  defined,   each  holder  of  Senior
  Subordinated  Notes will have the right to require Foamex L.P. to repurchase the
  Senior  Subordinated  Notes at a price equal to 101.0% of the principal  amount,
  plus accrued interest and liquidated damages, if any, to the date of redemption.
  The Senior Subordinated Notes are subordinated in right of payment to all senior
  indebtedness  and are pari  passu in right of  payment  to two  issues of senior
  subordinated   debentures  due  2004  and  the  subordinated  note.  The  Senior
  Subordinated  Notes  contain  certain  covenants  that will  limit,  among other
  things,  the  ability  of  Foamex  L.P.  (i)  to  pay  distributions  or  redeem
  partnership interests, (ii) to make certain restrictive payments or investments,
  (iii) to incur additional  indebtedness or issue Preferred  Equity Interest,  as
  defined,  (iv) to merge,  consolidate  or sell all or  substantially  all of its
  assets or (v) to enter into  certain  transactions  with  affiliates  or related
  persons. The Senior Subordinated Notes are guaranteed by General Felt and Foamex
  Fibers and all other current and future domestic subsidiaries of the Issuers.
  
         Foamex L.P.  and FCC have filed a registration  statement  relating to an
  exchange  offer in which  Foamex L.P.  and FCC will offer to exchange the Senior
  Subordinated  Notes issued in the private  placement for new notes. The terms of
  the new  notes  will  be  substantially  identical  in all  respects  (including
  principal  amount,  interest  rate,  maturity  and  ranking) to the terms of the
  Senior  Subordinated  Notes,  except that the new notes will be  transferable by
  holders thereof without further  registration  under the Securities Act of 1933,
  as amended (except in the case of Senior  Subordinated  Notes held by affiliates
  of the  Issuers  and for  certain  other  holders),  and are not  subject to any
  covenant  regarding  registration  under the Securities Act of 1933, as amended.
  The exchange  offer is expected to be  consummated  during the third  quarter of
  1997.
  
          Principal payments on the Company's  long-term debt for the remainder of
  1997 and for the next five years are as  follows:  1997 - $4.6  million;  1998 -
  $12.7 million; 1999 - $21.6 million; 2000 - $32.1 million; 2001 - $32.0 million;
  2002 - $33.5 million; and thereafter - $421.1 million.
  
          Early Extinguishment of Debt - Refinancing Plan
  
         In  connection  with  the  Refinancing  Plan,  the  Company  incurred  an
  extraordinary  loss on the early  extinguishment of debt of approximately  $42.0
  million  (net of  income  taxes of $25.7  million).  The  extraordinary  loss is
  comprised of  approximately  $39.0 million for premium and consent fee payments,
  approximately  $16.2 million for the  write-off of debt issuance  costs and debt
  discount,  approximately $8.2 million for the loss associated with the effective
  termination and amendment of the interest rate swap agreements and approximately
  $4.3  million of  professional  fees and other  costs.  In  connection  with the
  Refinancing  Plan, Foamex L.P. repaid $5.2 million in term loan borrowings under
  its old credit facility and purchased  approximately $459.0 million of aggregate
  principal amount of public debt comprised of:
  
  
                                         10
  <PAGE>
  
                     FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  
  5. LONG-TERM DEBT (continued)
  
  *    $99.8 million of aggregate  principal  amount of its 9 1/2% senior  secured
       notes due 2000 for an aggregate consideration of 104.193% of principal plus
       accrued interest, comprised of a tender price of 102.193% and a consent fee
       of 2.0%;
  
  *    $130.1  million of aggregate  principal  amount of its 11 1/4% senior notes
       due 2002 for an  aggregate  consideration  of  105.709% of  principal  plus
       accrued interest, comprised of a tender price of 103.709% and a consent fee
       of 2.0%;
  
  *    $105.5  million  of  aggregate  principal  amount  of  its 11  7/8%  senior
       subordinated debentures due 2004 for an aggregate consideration of 107.586%
       of principal plus accrued interest, comprised of a tender price of 105.586%
       and a consent fee of 2.0%;
  
  *    $6.9  million  of  aggregate   principal  amount  of  its  11  7/8%  senior
       subordinated debentures,  series B, due 2004 for an aggregate consideration
       of 107.586% of principal plus accrued interest, comprised of a tender price
       of 105.586% and a consent fee of 2.0%; and
  
  *    $116.7 million of aggregate principal amount of the Discount Debentures due
       2004 for an aggregate  consideration  of 90.0% of principal  amount,  which
       represents  approximately  116.2% of the accreted book value as of June 12,
       1997, comprised of a tender price of 88.0% and a consent fee of 2.0%.
  
          In addition,  the Company  intends to call for  redemption on October 1,
  1997  approximately   $26.0  million  of  the  approximately  $30.0  million  of
  outstanding  public debt that was not tendered as part of the Refinancing  Plan.
  The  redemption  is expected to be funded with  borrowings  under the New Credit
  Facility.  In connection  with the  redemption,  the Company expects to incur an
  extraordinary  loss on the early  extinguishment  of debt of approximately  $1.6
  million (net of income taxes) in the fourth quarter of 1997.
  
          Early Extinguishment of Debt - Other
  
         In addition,  during 1997 the Company  incurred  extraordinary  losses of
  approximately $0.6 million (net of income taxes of $0.4 million) associated with
  the early extinguishment of approximately $11.8 million of long-term debt funded
  with approximately  $12.1 million of the remaining net proceeds from the sale of
  Perfect Fit. The extraordinary  loss is comprised of approximately  $0.4 million
  of premium  payments and  approximately  $0.6 million for the  write-off of debt
  issuance costs. The long-term debt was comprised of:
  
  *    $2.5 million of  aggregate  principal  amount of its 9 1/2% senior  secured
       notes due 2000.
  
  *    $5.5 million of aggregate  principal amount of its 11 1/4% senior notes due
       2002.
  
  *    Bank term loan borrowings of $3.8 million under its old credit facility.
  
          Interest Rate Swaps
  
          The Company uses  derivative  financial  instruments to manage  interest
  expense.  All  derivative  financial  instruments  are  classified  as "held for
  purposes  other  than  trading".  The  Company  does  not  use  derivatives  for
  speculative purposes.
  
                                         11
  
  <PAGE>
  
                     FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  
  5. LONG-TERM DEBT (continued)
  
          Interest rate swap  agreements  are used to manage  interest  expense by
  changing the  interest  rate  characteristics  of certain  debt  instruments  to
  approximate current market conditions.  The amended interest rate swap agreement
  matures  in June  2007  which  is  consistent  with  the  underlying  debt.  The
  differential  paid or received on interest rate swap agreements is recognized on
  an accrual basis as an adjustment to interest and debt issuance  expense.  Gains
  and  losses on  terminated  interest  rate swap  agreements  are  amortized  and
  reflected in interest and debt issuance  expense over the remaining  term of the
  underlying debt.
  
          In connection with the Refinancing Plan, Foamex L.P.'s existing interest
  rate swap agreements with a notional amount of $300.0 million were considered to
  be effectively  terminated  since the underlying  debt was  extinguished.  These
  interest  rate swap  agreements  had an estimated  fair value  liability of $8.2
  million  at  the  date  of  the  Refinancing  Plan  which  is  included  in  the
  extraordinary  loss  on the  early  extinguishment  of  debt.  In lieu of a cash
  payment  for the  estimated  fair  value  of the  existing  interest  rate  swap
  agreements,  Foamex L.P. entered into an amendment of the existing interest rate
  swap  agreements  resulting in one interest rate swap  agreement with a notional
  amount of $150.0 million through June 2007.  Accordingly,  the $8.2 million fair
  value  liability has been recorded as a deferred  credit which will be amortized
  as a reduction of interest and debt issuance  expense on a  straight-line  basis
  over the life of the amended  interest  rate swap  agreement.  Under the amended
  interest rate swap agreement, Foamex L.P. is obligated to make fixed payments of
  5.75% per annum through December 1997 and variable  payments based on the higher
  of LIBOR at the  beginning  or the end of the  period for the  remainder  of the
  agreement, in exchange for fixed payments by the swap partner at 6.44% per annum
  for the life of the  agreement,  payable  semiannually  in arrears.  The amended
  interest rate swap agreement can be terminated by either party in June 2002, and
  annually thereafter, for a cash settlement based on the fair market value of the
  amended  interest rate swap  agreement.  Interest and debt  issuance  expense is
  subject to  fluctuations  in LIBOR during the term of the swap agreement  except
  during   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.  The  effect  of the  interest  rate  swaps  described  above was a
  favorable  adjustment to interest and debt issuance  expense of $0.8 million and
  $1.1  million for the  thirteen  week  periods  ended June 29, 1997 and June 30,
  1996,  respectively,  and $1.7 million and $1.9 million for the twenty-six  week
  periods ended June 29, 1997 and June 30, 1996, respectively.
  
  6. ENVIRONMENTAL MATTERS
  
          As of June 29,  1997,  the Company has  accruals of  approximately  $4.2
  million for environmental matters. In addition, as of June 29, 1997, the Company
  has net receivables of approximately  $1.0 million  relating to  indemnification
  for environmental liabilities, net of an allowance of approximately $1.0 million
  relating to potential  disagreements regarding the scope of the indemnification.
  The Company  believes that  realization of the net  receivables  established for
  indemnification is probable.
  
          On May 5, 1997,  there was an  accidental  chemical  spill at one of the
  Company's manufacturing facilities that was contained on site. The Company is in
  the process of  disposing  of the  contaminated  soil which is estimated to cost
  approximately  $0.4 million.  The actual cost and the timetable for the clean-up
  of the site  cannot be  predicted  with any  degree of  certainty  at this time;
  therefore,  there can be no  assurance  that the  clean-up  of the site will not
  result in a more significant environmental liability in the future.
  
          The Company has reported to appropriate  state  authorities  that it has
  found soil and  groundwater  contamination  in excess of state standards at four
  additional  facilities and soil  contamination  in excess of state  standards at
  three 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.
  The actual cost and the  timetable of any such  remediation  cannot be predicted
  with any
  
                                         12
  <PAGE>
  
                     FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  
  6. ENVIRONMENTAL MATTERS (continued)
  
  degree  of  certainty  at this  time.  As of June  29,  1997,  the  Company  has
  environmental accruals of approximately $3.0 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 has six USTs that will require removal or permanent  in-place closure by
  the end of  1998.  Due to the age of these  tanks,  leakage  may  have  occurred
  resulting  in soil and  possibly  groundwater  contamination.  The  Company  has
  accrued approximately $0.3 million for the estimated removal and remediation, if
  any,  associated with the USTs.  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.
  
          The Company  has been  designated  as a  Potentially  Responsible  Party
  ("PRP") by the United States  Environmental  Protection  Agency (the "EPA") with
  respect to thirteen sites,  with an estimated total liability to the Company for
  the thirteen sites of less than approximately  $0.5 million.  Estimates of total
  clean-up 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 the Company is considered to be immaterial.
  
          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 August 8, 1997, Foamex L.P. and Trace International  Holdings Inc.
  ("Trace Holdings") were two of multiple defendants in actions filed on behalf of
  approximately  5,000 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.  Three 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  700
  residents of  Australia  and New  Zealand.  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. 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
  
  
                                         13
  <PAGE>
  
                     FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  
  
  7. LITIGATION (continued)
  
  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
  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.
  
          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
  
          During  June 1997,  Foamex L.P.  and Trace Foam  Company,  Inc.  ("Trace
  Foam") amended their  management  services  agreement to increase the annual fee
  from $1.75 million to $3.0 million, plus reimbursement of expenses incurred.
  
          On June 12,  1997,  a  promissory  note  issued to Foamex  L.P. by Trace
  Holdings  was  amended.  The  amended  promissory  note  is  an  extension  of a
  promissory  note of Trace  Holdings  that was due in July  1997.  The  aggregate
  principal  amount of the amended  promissory note was increased to approximately
  $4.9  million  and  the  maturity  of the  promissory  note  was  extended.  The
  promissory  note is due and payable on demand or, if no demand is made,  on July
  7, 2001, and bears interest at 2 3/8% plus  three-month  LIBOR, as defined,  per
  annum payable quarterly in arrears. The promissory note is included in the other
  components of stockholders' equity (deficit).
  
          In  connection  with  the  Refinancing  Plan,  Foamex  L.P.  made a cash
  distribution of  approximately  $1.5 million to Trace Foam as a result of Foamex
  L.P.'s  distribution to FJPS and FMXI, Inc. of the Discount  Debentures,  a note
  with a principal  amount of  approximately  $56.2 million (net of  approximately
  $20.6 million of original issue discount) due from FJPS and a promissory note in
  the  aggregate  principal  amount  of $2.0  million  due from the  Company.  The
  distribution to Trace Foam reduced retained  earnings  (accumulated  deficit) of
  the Company.
  
          On July 1, 1997,  Trace Holdings issued to Foamex L.P. a promissory note
  for an aggregate  principal  amount of $5.0 million.  The promissory note is due
  and  payable  on demand  or, if no demand is made,  on July 7,  2001,  and bears
  interest  at 2 3/8% plus  three-month  LIBOR,  as  defined,  per  annum  payable
  quarterly in arrears commencing October 1, 1997.
  
  
                                         14
  <PAGE>
  
  
  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
  RESULTS OF OPERATIONS
  
  
          The Company  operates in the flexible  polyurethane and advanced polymer
  foam products  industry.  The  Company's  operations  are conducted  through its
  largest  subsidiary  Foamex  L.P.,  together  with  Foamex  L.P.'s  wholly-owned
  subsidiaries,  General Felt,  Foamex  Fibers,  Foamex Canada Inc.,  Foamex Latin
  America,  Inc., and Foamex Asia, 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.  Certain  information  in
  this  report  contains   forward-looking   statements  and  should  be  read  in
  conjunction with the discussion regarding  forward-looking  statements set forth
  on pages 3 and 4 of the Company's 1996 Annual Report on Form 10-K.
  
          On June 12, 1997, the Company substantially completed a refinancing plan
  (the  "Refinancing  Plan") which  included the  repurchase of $342.3  million of
  aggregate  principal  amount of Foamex L.P.'s public debt and $116.7  million of
  aggregate principal amount of FJPS's senior secured discount debentures due 2004
  and the payment of $5.2 million of Foamex L.P.  term loan  borrowings  under its
  old credit facility.  The Company  incurred an  extraordinary  loss on the early
  extinguishment  of debt associated with the  Refinancing  Plan of  approximately
  $42.0  million  (net of  income  taxes  of  approximately  $25.7  million).  The
  Refinancing  Plan was funded by $347.0 million of borrowings  under a new $480.0
  million  credit  facility (the "New Credit  Facility") and the net proceeds from
  the issuance of $150.0 million  principal  amount of 9 7/8% senior  subordinated
  notes due 2007. See Note 5 to the condensed  consolidated  financial  statements
  for further discussion. As a result of the Refinancing Plan, the Company's total
  long-term debt increased $63.9 million to $556.5 million.  However,  the Company
  expects  the  Refinancing   Plan  to  result  in  interest  expense  savings  of
  approximately  $3.5  million in the second half of 1997 as compared to the first
  half of 1997, and annualized  interest  expense  savings of  approximately  $8.0
  million,  as  compared  to the debt  structure  prior to the  Refinancing  Plan,
  assuming no material  changes in interest rates.  The Company's  future interest
  expense,  and the ability to realize the expected  savings in interest  expense,
  will vary based on a variety of factors, including fluctuation in interest rates
  in general.  As a result of the Refinancing Plan, variable rate debt comprises a
  larger percentage of the Company's overall indebtedness than in the past, and as
  a result,  future  fluctuations  in interest rates will have a greater impact on
  the Company's interest expense than in the past.
  
          In addition,  the Company  intends to call for  redemption on October 1,
  1997  approximately   $26.0  million  of  the  approximately  $30.0  million  of
  outstanding  public debt that was not tendered as part of the Refinancing  Plan.
  The  redemption  is expected to be funded with  borrowings  under the New Credit
  Facility.  In connection with this  redemption,  the Company expects to incur an
  extraordinary  loss on the early  extinguishment  of debt of approximately  $1.6
  million (net of income taxes) in the fourth quarter of 1997.
  
          During July 1997,  the Company  announced  the  creation of a new senior
  management   operating  committee  to  simplify  the  Company's  management  and
  reporting  structure and to position the Company to achieve its strategic  goals
  which include: (i) to focus on its core flexible polyurethane  operations in the
  automotive,   carpet  cushion,  technical,   cushioning  and  furniture  markets
  (furniture  sales were  previously  combined  with  cushioning  sales),  (ii) to
  maximize  revenue  growth  by  increasing  market  share  in  existing  markets,
  introducing  new and enhanced  foam  products  with higher  margins and pursuing
  international opportunities and (iii) to continue to lower its cost structure.
  
          The principle suppliers to the foam industry announced raw material cost
  increases  effective  April 1997.  The impact of the raw material cost increases
  were not  significant  during the second quarter of 1997.  However,  the Company
  estimates an unfavorable impact for the raw material cost increases, net of sale
  price  increases to customers of between $1.5 million to $3.0 million during the
  third quarter of 1997.  There can be no assurance  that chemical  suppliers will
  not increase  raw material  costs in the future or that the Company will be able
  to  implement  selling  price  increases  to offset any such raw  material  cost
  increases.
  
  
                                         15
  <PAGE>
  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
  RESULTS OF OPERATIONS
  
          During  1996,  the Company  sold  Perfect Fit and JPS  Automotive  which
  comprised the home comfort products and automotive  textile  business  segments,
  respectively,   of  the  Company.   Accordingly,   the  accompanying   condensed
  consolidated  statements of operations for the thirteen week and twenty-six week
  periods  ended June 30, 1996 and the  condensed  consolidated  statement of cash
  flows for the  twenty-six  week  period  ended June 30, 1996  reflects  the home
  comfort  products  and  automotive  textile  business  segments as  discontinued
  operations.  See Note 2 to the condensed  consolidated  financial statements for
  further discussion.
  
          Operating  results  for 1997 are  expected to be  influenced  by various
  internal and external factors.  These factors include,  among other things,  (i)
  continued  implementation of the continuous  improvement  program to improve the
  Company's profitability, (ii) additional raw material cost increases, if any, by
  the Company's chemical  suppliers,  (iii) the Company's success in passing on to
  its  customers  selling  price  increases  to  recover  such raw  material  cost
  increases, and (iv) fluctuations in interest rates.
  
  13 Week Period Ended June 29, 1997 Compared to 13 Week Period Ended 
  June 30, 1996
  
  Results of Operations
  
          Net sales for the second quarter of 1997 were $239.9 million as compared
  to $240.4  million in the second  quarter of 1996, a decrease of $0.5 million or
  0.2%. Carpet cushion products net sales for the second quarter of 1997 decreased
  2.4% to $75.0 million from $76.8 million in the second quarter of 1996 primarily
  due to decreased net sales volume of certain carpet cushion  products  resulting
  from weak carpet sales and competitive pricing pressure resulting from an excess
  supply of trim foam, the primary component of rebond carpet cushion.  Cushioning
  products  net sales  for the  second  quarter  of 1997  increased  4.0% to $59.1
  million from $56.8  million in the second  quarter of 1996  primarily  due to an
  increase in net sales from both new and existing  customers  of bedding  related
  products.  Furniture  products net sales for the second quarter of 1997 of $26.9
  million were consistent as compared to net sales of $26.7 million for the second
  quarter of 1996.  Automotive  products net sales for the second  quarter of 1997
  decreased 6.4% to $59.3 million from $63.3 million in the second quarter of 1996
  primarily due to decreased net sales volume resulting from reduced production of
  car and light  truck  builds  during  the  second  quarter of 1997 and the labor
  strikes  affecting  North  American  automotive  production at both Chrysler and
  General  Motors plants.  Technical  products net sales for the second quarter of
  1997  increased  16.4% to $19.6 million from $16.9 million in the second quarter
  of 1996 primarily due to increased net sales volume.
  
          Gross  profit as a  percentage  of net sales  increased to 18.7% for the
  second  quarter of 1997 from 15.9% in the second  quarter 1996  primarily due to
  improved material and production efficiencies and manufacturing cost containment
  which  includes (i)  favorable raw material  efficiencies  and (ii) an increased
  favorable impact of the 1995  restructuring  and operational plans in the second
  quarter of 1997 as compared to the second quarter of 1996.
  
          Operating  income  increased to $28.7 million for the second  quarter of
  1997 from $24.4 million in the second  quarter of 1996 primarily due to improved
  gross profit margins as discussed  above,  offset by a $2.3 million  increase in
  selling, general and administrative expenses for the second quarter of 1997. The
  increase in selling,  general and  administrative  expenses is primarily  due to
  increases in employee  compensation  and  incentives,  research and  development
  costs,  and travel and  promotion  costs  associated  with the  launching of new
  products and international expansion.
  
          Income from continuing operations increased to $9.5 million or $0.37 per
  share for the second  quarter of 1997 as compared  to $6.6  million or $0.26 per
  share in the second  quarter  of 1996.  The  increase  is  primarily  due to the
  reasons cited above, offset by an increase in interest and debt issuance expense
  of $0.4 million. The increase in interest and debt issuance expense is primarily
  due to the  inclusion in the second  quarter of 1997  continuing  operations  of
  interest  expense on $10.4  million  of public  debt  which was  expected  to be
  retired with the 
  
                                         16
  <PAGE>
  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
  RESULTS OF OPERATIONS
  
  net proceeds from the sale of JPS Automotive;  whereas for the second quarter of
  1996,  this interest  expense was  allocated to  discontinued  operations  and a
  decrease in the favorable  impact from the interest rate swap  agreements in the
  second  quarter of 1997 as  compared  to the second  quarter of 1996.  Loss from
  discontinued  operations in the second  quarter of 1996  represents  the loss on
  disposal  of  Perfect  Fit and  the  operating  income  of  Perfect  Fit and JPS
  Automotive which were sold during 1996. See Note 2 to the condensed consolidated
  financial  statements for further discussion.  The effective income tax rate for
  continuing  operations  decreased  to 39.5% for the second  quarter of 1997 from
  43.4% in the second  quarter of 1996 primarily due to the reduction in permanent
  differences and a slight decrease in the effective state income tax rate.
  
          The extraordinary loss on early  extinguishment of debt of approximately
  $42.2 million (net of income taxes of  approximately  $25.9 million)  relates to
  premium and consent fee payments, the write-off of debt issuance costs and other
  charges associated with the early extinguishment of approximately $468.0 million
  of aggregate  principal  amount of debt in connection with the Refinancing  Plan
  and other debt extinguishment.  See Note 5 to condensed  consolidated  financial
  statements for further discussion.
  
  26 Week Period Ended June 29, 1997 Compared to 26 Week Period Ended 
  June 30, 1996
  
  Results of Operations
  
          Net sales for 1997 were $469.0  million as compared to $459.6 million in
  1996, an increase of $9.4 million or 2.1%. Carpet cushion products net sales for
  1997  increased 1.8% to $142.9 million from $140.3 million in 1996 primarily due
  to increased net sales during the first quarter of 1997 which  resulted from the
  effect of  increased  selling  prices  that were  initiated  late in the  second
  quarter  of 1996 as  well as  increased  shipments  of  certain  carpet  cushion
  products  offset by increased  competitive  pricing  pressure  during the second
  quarter of 1997 as  compared  to 1996.  Cushioning  products  net sales for 1997
  increased 3.9% to $115.4 million from $111.1 million in 1996 primarily due to an
  increase in net sales from both new and existing  customers  of bedding  related
  products. Furniture products net sales for 1997 of $54.5 million were consistent
  as compared  to net sales of $54.9  million for 1996.  Automotive  products  net
  sales  for 1997 of  $119.0  million  were  consistent  with net  sales of $119.3
  million in 1996 primarily due to increased selling prices implemented during the
  first  quarter of 1996 offset by reduced net sales volume in 1997 as compared to
  1996 due to the decreased net sales volume resulting from reduced  production of
  car and light truck  builds and the labor  strikes at both  Chrysler and General
  Motors  plants.  Technical  products net sales for 1997  increased 9.2% to $37.1
  million from $34.0 million in 1996 primarily due to increased net sales volume.
  
          Gross  profit as a percentage  of net sales  increased to 18.7% for 1997
  from 16.1% in 1996 primarily due to selling price increases,  improved  material
  and production  efficiencies and  manufacturing  cost containment which includes
  (i) the impact  during 1997 of the selling  prices  initiated  in 1996 to offset
  previous raw material cost increases,  (ii) favorable raw material  efficiencies
  and  (iii)  an  increased   favorable  impact  of  the  1995  restructuring  and
  operational plan in 1997 as compared to 1996.
  
          Operating  income increased to $55.5 million for 1997 from $46.5 million
  in 1996  primarily  due to improved  gross profit  margins as  discussed  above,
  offset  by a $4.4  million  increase  in  selling,  general  and  administrative
  expenses for 1997. The increase in selling,  general and administrative expenses
  is primarily due to increases in employee compensation and incentives,  research
  and  development  costs,  and travel and  promotion  costs  associated  with the
  launching of new products and international expansion.
  
          Income from  continuing  operations  increased to $29.1 million or $0.68
  per share for 1997 as compared to $21.0 million or $0.48 per share in 1996.  The
  increase is primarily due to the reasons  cited above,  offset by an increase in
  interest and debt issuance expense of $1.5 million. The increase in interest and
  debt  issuance  expense
  
                                         17
  <PAGE>
  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
  RESULTS OF OPERATIONS
  
  is primarily  due to the  inclusion in 1997  continuing  operations  of interest
  expense on $10.4  million of public debt which was  expected to be retired  with
  the net  proceeds  from the  sale of JPS  Automotive;  whereas  for  1996,  this
  interest   expense  was  allocated  to   discontinued   operations.   Loss  from
  discontinued  operations for 1996 represents the loss on disposal of Perfect Fit
  and the  operating  income of  Perfect  Fit and JPS  Automotive  which were sold
  during 1996. See Note 2 to the condensed  consolidated  financial statements for
  further  discussion.  The effective  income tax rate for  continuing  operations
  decreased to 39.6% for 1997 from 40.8% in 1996  primarily  due to a reduction in
  permanent  differences  and a slight  decrease in the effective state income tax
  rate.
  
         The extraordinary  loss on early  extinguishment of debt of approximately
  $42.6 million (net of income taxes of  approximately  $26.1 million)  relates to
  premium  and  consent  fee  payments,  the  write-off  of  debt  issuance  costs
  associated  with the early  extinguishment  of  approximately  $476.0 million of
  aggregate  principal  amount of debt in connection with the Refinancing Plan and
  other debt extinguishment during 1997. See Note 5 to the condensed  consolidated
  financial statements for further discussion.
  
  Liquidity and Capital Resources
  
         Liquidity and Capital Resources
  
         The Company's operating cash requirements  consist principally of working
  capital   requirements,   scheduled   payments  of  principal  and  interest  on
  outstanding  indebtedness  and capital  expenditures.  The Company believes that
  cash flow from operating activities,  cash on hand and periodic borrowings under
  revolving  credit  agreements,  if  necessary,  will be  adequate  to  meet  its
  operating cash  requirements.  The ability to meet  operating cash  requirements
  could  be  impaired  if  Foamex  L.P.  were to fail to  comply  with  any of the
  covenants   contained  in  its  credit   agreements  or   indentures   and  such
  noncompliance  was not  cured  by  Foamex  L.P.  or  waived  by the  lenders  or
  bondholders.  Foamex L.P. was in compliance  with such  covenants as of June 29,
  1997 and expects to be in compliance  with such  covenants  for the  foreseeable
  future.  The  ability of Foamex  L.P.  to make  distributions  to the Company is
  restricted by the terms of its existing financing agreements.
  
         Cash and cash  equivalents  decreased  $14.8 million  during 1997 to $7.4
  million at June 29, 1997 from $22.2  million at December 29, 1996  primarily due
  to $16.4 million of cash used for capital expenditures, $3.6 million of net cash
  used for  operating  activities  and $1.9  million cash used for the purchase of
  treasury stock offset by $6.1 million of cash provided from financing activities
  after  considering  the  decrease in  restricted  cash and $1.0  million of cash
  provided by the exercise of stock options.  The $6.1 million of cash provided by
  financing  activities  consisted of proceeds from long-term debt, revolving loan
  and short-term  borrowings of $502.8 million and the decrease of restricted cash
  of $12.1 million,  offset by the repayment of long-term debt of $450.0  million,
  and cash used for debt  issuance  costs of $14.7 million and premium and consent
  fee payments and other cash charges  associated  with the  Refinancing  Plan and
  other debt extinguishment of $44.1 million.  Cash flow from continuing operating
  activities  decreased $18.0 million to a use of $3.6 million of cash for 1997 as
  compared to cash provided of $14.4 million for 1996.  Cash flow from  continuing
  operating activities decreased for 1997 as compared to 1996 primarily due to the
  use of cash for operating assets offset by an increase of $5.2 million in income
  from continuing operations.
  
         Working capital increased $9.8 million for 1997 to $146.4 million at June
  29,  1997 from $136.6  million at December  29,  1996.  The  increase in working
  capital  is  primarily  due  to  improved   operating  results  from  continuing
  operations.  The net  operating  assets and  liabilities  (comprised of accounts
  receivable,  inventories and accounts payable) increased $20.6 million to $164.9
  million at June 29, 1997 from $144.3  million at December 29, 1996 primarily due
  to increases in accounts  receivable and  inventories and a decrease in accounts
  payable.  The increase in accounts receivable is primarily due to an increase in
  net  sales  for  June  1997 as  compared  to
  
                                         18
  <PAGE>
  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
  RESULTS OF OPERATIONS
  
  December  1996.  The increase in  inventories  is due to increased  sales during
  1997. The decrease is account payable is due to the timing of payments.
  
         During 1997,  the Company  spent  approximately  $16.4 million on capital
  expenditures and expects to maintain or reduce spending for capital expenditures
  for the foreseeable future since significant capital projects (e.g.
  the new Mexico City facility) are expected to be completed during 1997.
  
         As of June 29, 1997, there was approximately $49.0 million outstanding of
  revolving   credit   borrowings  under  the  New  Credit  Facility  with  unused
  availability of approximately $84.9 million. Borrowings by Foamex Canada Inc. as
  of June 29,  1997 were  approximately  $3.5  million  under a  revolving  credit
  agreement with unused availability of approximately $1.0 million.  Borrowings by
  Foamex Latin America,  Inc. as of June 29, 1997 were  approximately $0.5 million
  under a revolving  credit  agreement with unused  availability of  approximately
  $1.5 million.
  
         Interest Rate Swaps
  
         In connection with the Refinancing  Plan, Foamex L.P.'s existing interest
  rate swap agreements with a notional amount of $300.0 million were considered to
  be effectively  terminated  since the underlying  debt was  extinguished.  These
  interest  rate swap  agreements  had an estimated  fair value  liability of $8.2
  million  at  the  date  of  the  Refinancing  Plan  which  is  included  in  the
  extraordinary  loss  on the  early  extinguishment  of  debt.  In lieu of a cash
  payment  for the  estimated  fair  value  of the  existing  interest  rate  swap
  agreement,  Foamex L.P. entered into an amendment of the existing  interest rate
  swap  agreements  resulting in one interest rate swap  agreement with a notional
  amount of $150.0 million through June 2007.  Accordingly,  the $8.2 million fair
  value  liability has been recorded as a deferred  credit which will be amortized
  as a reduction of interest and debt issuance  expense on a  straight-line  basis
  over the life of the amended  interest  rate swap  agreement.  Under the amended
  interest rate swap agreement, Foamex L.P. is obligated to make fixed payments of
  5.75% per annum through December 1997 and variable  payments based on the higher
  of LIBOR at the  beginning  or the end of the  period for the  remainder  of the
  agreement, in exchange for fixed payments by the swap partner at 6.44% per annum
  for the life of the  agreement,  payable  semiannually  in arrears.  The amended
  interest rate swap agreement can be terminated by either party in June 2002, and
  annually thereafter, for a cash settlement based on the fair market value of the
  amended  interest rate swap  agreement.  Interest and debt  issuance  expense is
  subject to  fluctuations  in LIBOR during the term of the swap agreement  except
  during   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.  The  effect  of the  interest  rate  swaps  described  above was a
  favorable  adjustment to interest and debt issuance  expense of $0.8 million and
  $1.1  million for the  thirteen  week  periods  ended June 29, 1997 and June 30,
  1996,  respectively,  and $1.7 million and $1.9 million for the twenty-six  week
  periods ended June 29, 1997 and June 30, 1996, 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  have not had a material  adverse  effect on its
  operations,  financial position,  capital expenditures or competitive  position.
  The  amount  of  liabilities   recorded  by  the  Company  in  connection   with
  environmental  matters as of June 29, 1997 was  approximately  $4.2 million.  In
  addition,  as of June 29, 1997 the Company has net receivables of  approximately
  $1.0  million  for  indemnification  of  environmental  liabilities  from former
  owners,  net of a $1.0 million  allowance  relating to  potential  disagreements
  regarding  the scope of the  indemnification.  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, 
  
                                         19
  <PAGE>
  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
  RESULTS OF OPERATIONS
  
  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. Effective in January 1997, the Company's operations in Mexico became
  subject to highly  inflationary  accounting  for financial  reporting  purposes.
  Translation adjustments resulting from fluctuations in the exchange rate between
  the Mexican Peso and the U.S. dollar are included in the Company's  consolidated
  statement of  operations  as compared to  stockholders'  equity  (deficit).  The
  affect of translation  adjustments  on the 1997 results of operations  have been
  insignificant.
  
         The Company's automotive products 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.
  
         In  February  1997,  the  Financial  Accounting  Standards  Board  issued
  Statement of Financial  Accounting  Standards  ("SFAS") No. 128,  "Earnings  Per
  Share".  SFAS No. 128 specifies  new standards  designed to improve the earnings
  per share ("EPS")  information  provided in financial  statements by simplifying
  the existing computational guidelines, revising the disclosure requirements, and
  increasing the comparability of EPS data on an international  basis. Some of the
  changes made to simplify  the EPS  computations  include:  (i)  eliminating  the
  presentation  of primary EPS and replacing it with basic EPS, with the principal
  difference  being that common stock  equivalents are not considered in computing
  basic EPS, (ii)  eliminating  the modified  treasury  stock method and the three
  percent materiality provision and (iii) revising the contingent share provisions
  and the  supplemental  EPS data  requirements.  Under the provisions of SFAS No.
  128, the Company  would have  reported the following net loss earnings per share
  information:
  <TABLE>
  <CAPTION>
                                          13 Week Periods Ended    26 Week Periods Ended
  
                                          June 29,     June 30,    June 29,      June 30,
                                           1997         1996        1997          1996
                                                  (thousands except per share data)
  <S>                                      <C>         <C>         <C>            <C>    
  Basic loss per share                     $(1.29)     $(1.25)     $(0.99)        $(1.00)
                                           ======      ======      ======         ====== 
  Weighted average shares outstanding      25,298      25,388      25,304         25,553
                                           ======      ======      ======         ====== 
  Fully diluted loss per share             $(1.26)     $(1.24)     $(0.96)        $(1.00)
                                           ======      ======      ======         ====== 
  Weighted average shares outstanding      25,872      25,667      26,128         25,694
                                           ======      ======      ======         ====== 
  </TABLE>
  
  
  
                                         20
  
  <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 29, 1996 and in the Company's Quarterly Report on
             Form 10-Q for the fiscal quarter ended March 30, 1997.
  
             The  information  from  Notes 6 and 7 of the  condensed  consolidated
             financial  statements of the Company as of June 29, 1997  (unaudited)
             is incorporated herein by reference.
  
  Item 2.    Changes in Securities
  
             As part of the Refinancing Plan, Foamex L.P. solicited the consent of
             holders of the 9 1/2% senior  secured  notes due 2000, 11 1/4% senior
             notes due 2002, 11 7/8% senior  subordinated  debentures due 2004, 11
             7/8%  senior  subordinated  debentures  due 2004,  series B, and FJPS
             senior secured discount  debentures due 2004 ("Discount  Debentures")
             (collectively,  the "Notes") to certain  proposed  amendments  to the
             indentures  (collectively,  the "Indentures") governing each issue of
             Notes (the "Proposed  Amendments").  The Proposed  Amendments  became
             effective upon  consummation of the Refinancing Plan on June 12, 1997
             (except  in the  case of the  Proposed  Amendments  for the  Discount
             Debentures,  as all  of  the  outstanding  Discount  Debentures  were
             purchased  on  such  date),  and  (i)  eliminated  substantially  all
             restrictive covenants in the Indentures with respect to each issue of
             Notes, (ii) eliminated all events of default in the Indentures, other
             than nonpayment of principal of,  interest on, or redemption  payment
             with  respect  to, the Notes and  certain  bankruptcy  events,  (iii)
             removed certain  obligations in connection with the defeasance of the
             Notes, and (iv) with respect to the 11 1/4% senior notes due 2002 and
             9 1/2% senior  secured  notes due 2000  provided  for the granting of
             pari  passu  liens in the  collateral  for such  Notes  with  payment
             priority preserved for the holders of the Notes.
  
  Item 3.    Defaults Upon Senior Securities
  
             None.
  
  Item 4.    Submission of Matters to a Vote of Security Holders.
  
             a) The  Company's   Annual  Meeting  of  Stockholders   (the  "Annual
                Meeting") was held on May 22, 1997.
  
             b) Proxies  for  the  Annual  Meeting  were  solicited   pursuant  to
                Regulation  14 under  the  Securities  Exchange  Act of  1934,  as
                amended. There were no solicitations in opposition to management's
                nominees listed in the proxy statement. All of the nominees listed
                in the proxy statement were elected.
  
             c) The following matters were voted upon at the Annual Meeting:
  
  
                                         21
  <PAGE>
  
             1) The election of seven directors.  The number of votes cast for and
                withheld for each such nominee was as set forth below:
  
                Nominees                    For            Withheld
                Salvatore J. Bonanno     20,663,255        262,141
                Marshall S. Cogan        20,663,255        262,141
                Etienne Davignon         20,663,255        262,141
                Andrea Farace            20,663,255        262,141
                Robert J. Hay            20,663,255        262,141
                Stuart J. Hershon        20,663,255        262,141
                John V. Tunney           20,663,255        262,141
  
             2) Ratification   of  Coopers  &  Lybrand  L.L.P.  as  the  Company's
                independent accountants for the year ending December 28, 1997. The
                votes were as follows:
  
                      For                   Against                  Abstain
                   20,904,701                7,275                    13,420
  
             d) As part of the Refinancing Plan, Foamex L.P. solicited the consent
                of holders of Notes to the Proposed Amendments.  See Part II, Item
                2 above.  The vote on the Proposed  Amendments was conducted based
                on the  outstanding  principal  amount  of the  Notes  and  was as
                follows:
  <TABLE>
  <CAPTION>
                  Issue of Notes                                For             Against         Abstain
  <S>                                                      <C>                     <C>             <C>
                  9 1/2% senior secured notes due 2000     $ 99,770,000            $0              $0
  
                  11 1/4% senior notes due 2002            $130,085,000            $0              $0
  
                  11 7/8% senior subordinated
                     debentures due 2004                   $105,482,000            $0              $0
  
                  11 7/8% senior subordinated
                     discount debentures due 2004          $  6,955,000            $0              $0
  
                  Discount Debentures                      $116,745,000            $0              $0
  </TABLE>
  
  Item 5.    Other Information
  
             None.
  
  Item 6.    Exhibits and Reports on Form 8-K
  
             (a)   Exhibits:
  3.1(a)              -    Certificate of Limited Partnership of Foamex L.P.
  3.2.1(a)            -    Fourth  Amended  and  Restated   Agreement  of  Limited
                           Partnership  of Foamex  L.P.,  dated as of December 14,
                           1993,  by and among  FMXI and Trace  Foam,  as  general
                           partners,  and  Foamex  International,   as  a  limited
                           partner (the "Partnership Agreement").
  3.2.2(b)            -    First  Amendment to the  Partnership  Agreement,  dated
                           June 28, 1994.
  3.3(a)              -    Certificate of Incorporation of FMXI.
  3.4(a)              -    By-laws of FMXI.
  3.5(k)              -    Certificate   of   Incorporation   of  Foamex   Capital
                           Corporation.
  3.6(k)              -    By-laws of Foamex Capital Corporation.
  3.7(g)              -    Certificate   of    Incorporation   of   General   Felt
                           Industries, Inc.
  3.8(g)              -    By-laws of General Felt Industries, Inc.
  3.9(q)              -    Certificate of Incorporation of Foamex Fibers, Inc.
  
                                         22
  
  <PAGE>
  
  3.10(q)             -    By-laws of Foamex Fibers, Inc.
  4.1.1(d)            -    Indenture,  dated as of June  12,  1997,  by and  among
                           Foamex L.P., Foamex Capital Corporation, the Subsidiary
                           Guarantors  and  The  Bank  of New  York,  as  Trustee,
                           relating  to  $150,000,000  principal  amount of 9 7/8%
                           Senior Subordinated Notes due 2007,  including the form
                           of Senior Subordinated Note and Subsidiary Guarantee.
  4.1.2(d)            -    Registration  Rights  Agreement,  dated  as of June 12,
                           1997,  by  and  among  Foamex  L.P.,   Foamex   Capital
                           Corporation,  General  Felt  Industries,  Inc.,  Foamex
                           Fibers, Inc. and all future direct or indirect domestic
                           subsidiaries   of  Foamex   L.P.   or  Foamex   Capital
                           Corporation,   and   Donaldson,   Lufkin   &   Jenrette
                           Securities  Corporation,   Salomon  Brothers  Inc.  and
                           Scotia Capital Markets, as Initial Purchasers.
  4.2.1(e)            -    Indenture,  dated as of June 3, 1993, among Foamex L.P.
                           and Foamex  Capital  Corporation,  as joint and several
                           obligors, General Felt Industries,  Inc., 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 the form
                           of Senior Secured Notes.
  4.2.2(a)            -    First Supplemental Indenture,  dated as of November 18,
                           1993, among Foamex  International  and FCC, as Issuers,
                           General  Felt  and  Perfect  Fit,  as  Guarantors   and
                           Shawmut,  as trustee,  relating  to the Senior  Secured
                           Notes.
  4.2.3(a)            -    Second Supplemental Indenture, dated as of December 14,
                           1993,  among  Foamex L.P.  and FCC, as Issuers,  Foamex
                           International,   General   Felt  and  Perfect  Fit,  as
                           Guarantors  and  Shawmut,  as trustee,  relating to the
                           Senior Secured Notes.
  4.2.4(f)            -    Third  Supplemental  Indenture,  dated as of  August 1,
                           1996,  by and among  Foamex  L.P.  and FCC, as Issuers,
                           Foamex  International,  as  parent  guarantor,  General
                           Felt,  as  guarantor,   Perfect  Fit,  as   withdrawing
                           guarantor,   and  Fleet  National  Bank  ("Fleet"),  as
                           trustee, relating to the Senior Secured Notes.
  4.2.5(c)            -    Fourth  Supplemental  Indenture,  dated  as of May  28,
                           1997, by and among Foamex and FCC, as Issuers,  FII, as
                           Parent  Guarantor,  General  Felt,  as  Guarantor,  and
                           Fleet, as trustee.
  4.2.6(e)            -    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.
  4.2.7(q)            -    Amendment  No.  1  to  Company   (Foamex  L.P.)  Pledge
                           Agreement, dated June 12, 1997.
  4.2.8(e)            -    Company Pledge Agreement,  dated as of June 3, 1993, by
                           FCC in favor of Shawmut,  as trustee for the holders of
                           the Senior Secured Notes.
  4.2.9(q)            -    Amendment  No. 1 to  Company  (FCC)  Pledge  Agreement,
                           dated June 12, 1997.
  4.2.10(e)           -    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.
  4.2.11(q)           -    Amendment No. 1 to Subsidiary  (GFI) Pledge  Agreement,
                           dated June 12, 1997.
  4.2.12(e)           -    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.
  4.2.13(q)           -    Amendment No. 1 to Company  Security  Agreement,  dated
                           June 12, 1997 (Foamex L.P. and FCC).
  4.2.14(e)           -    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.
  4.2.15(q)           -    Amendment No. 1 to Subsidiary Security Agreement, dated
                           June 12, 1997 (General Felt).
  4.2.16(e)           -    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.
  4.2.17(q)           -    Amendment No. 1 to Collateral Assignment of Patents and
                           Trademarks (Foamex L.P.), dated June 12, 1997.
  4.2.18(e)           -    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.
  4.2.19(q)           -    Amendment No. 1 to Collateral Assignment of Patents and
                           Trademarks (FCC), dated June 12, 1997.
  4.2.20(e)           -    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.
  
                                         23
  <PAGE>
  4.2.21(q)           -    Amendment No.1 to Collateral  Assignment of Patents and
                           Trademarks (GFI), dated June 12, 1997.
  4.2.22(q)           -    Amended and Restated Receivables Security Agreement, by
                           and among Fleet National  Bank,  Citicorp USA, Inc. and
                           The Bank of Nova Scotia, dated as of June 12, 1997.
  4.2.23(q)           -    Intercreditor  Agreement  by and among  Fleet  National
                           Bank, Citicorp,  USA, Inc. and the Bank of Nova Scotia,
                           dated as of June 12, 1997 (re: Senior Secured Notes).
  4.3.1(g)            -    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
                           113% Senior  Notes due 2002,  including  form of Senior
                           Note.
  4.3.2(h)            -    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.
  4.3.3(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.
  4.3.4(a)            -    Third Supplemental Indenture,  dated as of December 14,
                           1993,  among  Foamex L.P.  and FCC, as Issuers,  Foamex
                           International,   General   Felt  and  Perfect  Fit,  as
                           Guarantors   and  Shawmut   Connecticut,   as  trustee,
                           relating to the Senior Notes.
  4.3.5(i)            -    Fourth Supplemental Indenture,  dated as of October 31,
                           1994,  among  Foamex L.P.  and FCC as  Issuers,  Foamex
                           International  as Parent  Guarantor,  General  Felt and
                           Perfect Fit, as Guarantors and Shawmut Connecticut,  as
                           Trustee, relating to the Senior Notes.
  4.3.6(j)            -    Fifth  Supplemental  Indenture,  dated as of  August 1,
                           1996,  by and among  Foamex  L.P.  and FCC, as issuers,
                           Foamex International as Parent Guarantor, General Felt,
                           as guarantors,  Perfect Fit, as withdrawing  guarantor,
                           and Fleet  National  Bank, as trustee,  relating to the
                           Senior Notes.
  4.3.7(c)            -    Sixth Supplemental Indenture, dated as of May 28, 1997,
                           by  and  among  Foamex  and  FCC,  as  Issuers,  Foamex
                           International,  as Parent Guarantor, GFI, as Guarantor,
                           and Fleet, as Trustee.
  4.3.8(q)            -    Intercreditor  Agreement  by and among  Fleet  National
                           Bank,  Citicorp  USA, Inc. and The Bank of Nova Scotia,
                           dated as of June 12, 1997 (re: Senior Notes).
  4.4.1(g)            -    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.
  4.4.2(h)            -    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.
  4.4.3(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.
  4.4.4(e)            -    Third Supplemental Indenture,  dated as of December 14,
                           1993,  among  Foamex L.P.  and FCC, as Issuers,  Foamex
                           International,   General   Felt  and  Perfect  Fit,  as
                           Guarantors  and  Shawmut,  as trustee,  relating to the
                           Senior Subordinated Debentures.
  4.4.5(j)            -    Fourth  Supplemental  Indenture,  dated as of August 1,
                           1996,  among  Foamex L.P.  and FCC, as Issuers,  Foamex
                           International,  as Parent  Guarantor,  General Felt, as
                           Guarantor,  Perfect Fit, as withdrawing guarantor,  and
                           Fleet, as trustee,  relating to the Senior Subordinated
                           Debentures.
  4.4.6(c)            -    Fifth Supplemental Indenture, dated as of May 29, 1997,
                           by  and  among  Foamex  and  FCC,  as  Issuers,  Foamex
                           International,  as Parent  Guarantor,  General Felt, as
                           Guarantor, and Fleet, as Trustee.
  4.5(d)              -    Credit  Agreement,  dated as of June 12,  1997,  by and
                           among Foamex L.P., General Felt Industries, Inc., Trace
                           Foam Company,  Inc., FMXI, Inc., the institutions  from
                           time to time party thereto as lenders, the institutions
                           from time to time party thereto as issuing  banks,  and
                           Citicorp  USA  Inc.  and The  Bank of Nova  Scotia,  as
                           Administrative Agents.
                                         24
  <PAGE>
  4.6(j)              -    Commitment letter, dated July 9, 1996, from The Bank of
                           Nova Scotia to Foamex Canada Inc.
  4.7(a)              -    Subordinated  Promissory Note, dated as of May 6, 1993,
                           in the original principal amount of $7,014,864 executed
                           by Foamex L.P. to John Rallis ("Rallis").
  4.8(a)              -    Marely Loan Commitment Agreement,  dated as of December
                           14,  1993,  by and  between  Foamex  International  and
                           Marely s.a. ("Marely").
  4.9(a)              -    DLJ Loan Commitment Agreement, dated as of December 14,
                           1993,  by and  between  Foamex  International  and  DLJ
                           Funding, Inc. ("DLJ Funding").
  4.10(q)             -    Promissory  Note, dated June 12, 1997, in the aggregate
                           principal  amount  of  $5,000,000,  executed  by  Trace
                           Holdings to Foamex L.P.
  4.10.1(q)           -    Promissory  Note, dated June 12, 1997, in the aggregate
                           principal  amount  of  $4,794,828,  executed  by  Trace
                           Holdings to Foamex L.P.
  10.1.1(q)           -    Amendment  to  Master  Agreement,  dated  as of June 5,
                           1997, between Citibank, N.A. and Foamex.
  10.1.2(q)           -    Amended  confirmation,  dated  as  of  June  13,  1997,
                           between Citibank, N.A. and Foamex.
  10.2(h)             -    Reimbursement  Agreement,  dated as of March 23,  1993,
                           between Trace Holdings and General Felt.
  10.3(h)             -    Shareholder  Agreement,  dated December 31, 1992, among
                           Recticel,  s.a.  ("Recticel"),  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.
  10.4.1(k)           -    Asset Transfer Agreement,  dated as of October 2, 1990,
                           between Trace  Holdings and the Foamex L.P. (the "Trace
                           Holdings Asset Transfer Agreement").
  10.4.2(k)           -    First Amendment,  dated as of December 19, 1991, to the
                           Trace Holdings Asset Transfer Agreement.
  10.4.3(k)           -    Amended and Restated Guaranty, dated as of December 19,
                           1991, made by Trace Foam in favor of Foamex L.P.
  10.5.1(k)           -    Asset Transfer Agreement,  dated as of October 2, 1990,
                           between  RFC and Foamex L.P.  (the "RFC Asset  Transfer
                           Agreement").
  10.5.2(k)           -    First Amendment,  dated as of December 19, 1991, to the
                           RFC Asset Transfer Agreement.
  10.5.3(k)           -    Schedule 5.03 to the RFC Asset Transfer  Agreement (the
                           "5.03 Protocol").
  10.5.4(h)           -    The 5.03  Protocol  Assumption  Agreement,  dated as of
                           October 13, 1992, between RFC and Foamex L.P.
  10.5.5(h)           -    Letter  Agreement  between Trace  Holdings and Recticel
                           regarding the Recticel  Guaranty,  dated as of July 22,
                           1992.
  10.6(l)             -    Supply Agreement,  dated June 28, 1994,  between Foamex
                           L.P. and Foamex International.
  10.7.1(l)           -    First Amended and Restated Tax Sharing Agreement, dated
                           as of December 14, 1993, among Foamex L.P., Trace Foam,
                           FMXI and Foamex International.
  10.7.2(d)           -    First  Amendment  to Amended and  Restated  Tax Sharing
                           Agreement of Foamex L.P., dated as of June 12, 1997, by
                           and among Foamex L.P., Foamex International Inc., FMXI,
                           Inc. and Trace Foam Company, Inc.
  10.8.1(m)           -    Tax  Distribution   Advance  Agreement,   dated  as  of
                           December  11,  1996,  by and between  Foamex  L.P.  and
                           Foamex-JPS Automotive L.P.
  10.8.2(d)           -    Amendment No. 1 to Tax Distribution  Advance Agreement,
                           dated  as of  June  12,  1997,  by and  between  Foamex
                           International and Foamex L.P.
  10.9.1(h)           -    Trace Foam Management Agreement between Foamex L.P. and
                           Trace Foam, dated as of October 13, 1992.
  10.9.2(l)           -    Affirmation Agreement re: Management  Agreement,  dated
                           as of December 14, 1993  between  Foamex L.P. and Trace
                           Foam.
  10.9.3(d)           -    First  Amendment to Management  Agreement,  dated as of
                           June 12,  1997,  by and between  Foamex L.P.  and Trace
                           Foam.
  10.10.1(k)          -    Salaried    Incentive   Plan   of   Foamex   L.P.   and
                           Subsidiaries.
  10.10.2(k)          -    Trace Holdings 1987 Nonqualified Stock Option Plan.
  10.10.3(k)          -    Equity Growth Participation Program.
  10.10.4(k)(o)       -    General  Felt  Industries,  Inc.  Retirement  Plan  for
                           Salaried Employees, effective as of January 1, 1995.
  
                                         25
  <PAGE>
  10.10.5(e)(o)       -    Foamex L.P. Salaried Retirement Plan (formerly known as
                           the  Foamex  L.P.  Products,   Inc.  Salaried  Employee
                           Retirement Plan), as amended, effective July 1, 1994.
  10.10.6(n)          -    Foamex/General  Felt 401(k)  Savings Plan dated July 1,
                           1995.
  10.10.7(a)          -    Foamex International's 1993 Stock Option Plan.
  10.10.8(a)          -    Foamex     International's     Non-Employee    Director
                           Compensation Plan.
  10.11.1(o)          -    Employment Agreement,  dated as of February 1, 1994, by
                           and between Foamex L.P. and William H. Bundy.
  10.11.2(r)          -    Employment Agreement, dated as of July 26, 1995, by and
                           between Foamex L.P. and Salvatore J. Bonanno.
  10.12(a)            -    Warrant  Exchange  Agreement,  dated as of December 14,
                           1993, by and between Foamex International and Marely.
  10.13(a)            -    Warrant  Exchange  Agreement,  dated as of December 14,
                           1993,  by and  between  Foamex  International  and  DLJ
                           Funding.
  10.14(o)            -    Stock  Purchase  Agreement,  dated as of  December  23,
                           1993,  by  and  among   Transformacion   de  Espumas  y
                           Fieltros,  S.A.,  the  stockholders  which are  parties
                           thereto, and Foamex L.P.
  10.15.1(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.
  10.15.2(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.
  10.15.3(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  herein,  Trace
                           Holdings and Trace Foam.
  10.15.4(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.
  10.15.5(a)          -    Registration Rights Agreement, dated as of December 14,
                           1993, by and between the Company and Trace Foam.
  10.15.6(a)          -    Registration Rights Agreement, dated as of December 14,
                           1993, by and between the Company and Trace Holdings.
  10.16(k)            -    Warrant  Agreement,  dated as of June 29, 1994, between
                           the Company and Shawmut.
  10.17.1(p)          -    Aircraft  Purchase  Agreement,  dated as of August  22,
                           1995,  by and  between  Trace  Aviation  Corp.  ("Trace
                           Aviation")   and   Foamex   Aviation   Inc.    ("Foamex
                           Aviation").
  10.17.2(p)          -    Aircraft Sale, Lease and Operating Agreement,  dated as
                           of August 22, 1995, by and between  Trace  Aviation and
                           Trace Holdings.
  10.17.3(p)          -    Assumption/Aircraft  Security  Agreement,  dated  as of
                           August 22, 1995, by and between Foamex Aviation and the
                           CIT Group/Equipment Financing, Inc. ("CIT Group").
  10.17.4(p)          -    Collateral  Assignment of Aircraft  Leases and Aircraft
                           Use  Agreements,  dated as of August 22,  1995,  by and
                           between Foamex Aviation and CIT Group.
  10.17.5(p)          -    Guaranty by the Company in favor of CIT Group, dated as
                           of August 22, 1995.
  10.17.6(p)          -    Aviation  Guaranty  Indemnity  Agreement,  dated  as of
                           August 22,  1995,  by and between the Company and Trace
                           Holdings.
  10.18.1             -    Equity Purchase Agreement, dated as of August 28, 1996,
                           by and among  JPSGP  Inc.,  FJPS,  and Collins & Aikman
                           Products Co.
  10.18.2             -    Amendment No. 1 to Equity  Purchase  Agreement,  by and
                           among  JPSGP  Inc.,  FJPS,  the Company and Collins and
                           Aikman Products Co., dated as of December 11, 1996.
  27                  -    Financial Data Schedule.
  ---------------------------------
  (a)  Incorporated  herein by reference to the Exhibit to Foamex  International's
       Registration Statement on Form S-1, Registration No. 33-69606.
  
  (b)  Incorporated  herein by reference to the Exhibit to the Form 10-K of Foamex
       L.P. for the fiscal year ended January 1, 1995.
  
                                         26
  <PAGE>
  (c)  Incorporated  herein by reference  to the Exhibit to the Current  Report on
       Form 8-K of Foamex L.P. reporting an event that occurred May 29, 1997.
  
  (d)  Incorporated  herein by reference  to the Exhibit to the Current  Report on
       Form 8-K of Foamex L.P. reporting an event that occurred June 12, 1997.
  
  (e)  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.
  
  (f)  Incorporated  herein by reference to the Exhibit to the Form 10-Q of Foamex
       L.P. for the quarterly period ended June 30, 1996.
  
  (g)  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.
  
  (h)  Incorporated  herein by reference to the Exhibit to the Form 10-K of Foamex
       International for fiscal 1994.
  
  (i)  Incorporated  herein by reference to the Exhibit to the Form 10-Q of Foamex
       L.P. for the quarterly period ended September 30, 1996.
  
  (j)  Incorporated  herein by reference to the Exhibit to the Form 10-K Statement
       of Foamex L.P. and FCC for fiscal 1992.
  
  (k)  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.
  
  (l)  Incorporated  herein  by  reference  to the  Exhibit  to  the  Registration
       Statement of FJPS, FJCC and Foamex International on Form S-4,  Registration
       No. 33-82028.
  
  (m)  Incorporated  herein by  reference  to the Exhibit to the Annual  Report on
       Form 10-K of Foamex L.P. for the fiscal year ended December 29, 1996.
  
  (n)  Incorporated  herein by reference to the Exhibit to the Form 10-Q of Foamex
       L.P. for the quarterly period ended July 2, 1995.
  
  (o)  Incorporated  herein by reference to the Exhibit to the Form 10-K of Foamex
       International for fiscal 1993.
  
  (p)  Incorporated herein by reference to the Exhibit to Form 10-Q of the Company
       for the quarterly period ended October 1, 1995.
  
  (q)  Incorporated  herein  by  reference  to the  Exhibit  in  the  Registration
       Statement of Foamex L.P. on Form S-4, Registration No. 333-30291
  
  (r)  Incorporated herein by reference to the Exhibit to Form 10-K of Foamex L.P.
       for the fiscal year ended December 31, 1995.
  
  
                                         27
  
  <PAGE>
  
  
           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 May 28, 1997.
  
                 Form 8-K reporting an event that occurred on June 12, 1997.
  
  
  
  
  
                                         28
  
  <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: August 13, 1997                     By:/s/ Kenneth R. Fuette
                                            Kenneth R. Fuette
                                            Chief Financial Officer
  
  
  
  
  
  
  
                                         29
metadata_documents: [{"type": "10-Q", "sequence": "1", "secsgml_size_bytes": 117392}]
metadata_filer: {"company-data": {"conformed-name": "FOAMEX INTERNATIONAL INC", "cik": "0000912908", "assigned-sic": "3086", "irs-number": "050473908", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "000-22624", "film-number": "97659181"}, "business-address": {"street1": "1000 COLUMBIA AVENUE", "city": "LINWOOD", "state": "PA", "zip": "19061", "phone": "6108593000"}, "mail-address": {"street1": "1000 COLUMBIA AVE", "city": "LINWOOD", "state": "PA", "zip": "19061"}}
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 June 29, 1997
  
                           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 August
  8, 1997 was 24,957,680.
  
                                    Page 1 of 29
                            Exhibit List on Page 22 of 29
  
                                         1
  FOAMEX INTERNATIONAL INC.
  
                                        INDEX
                                                                            Page
  
  Part I.   Financial Information:
  
            Item 1.  Financial Statements
  
              Condensed Consolidated Statements of Operations - Thirteen
                 Week and  Twenty-Six  Week Periods  Ended June 29, 1997
                 and June 30, 1996                                            3
  
              Condensed Consolidated  Balance Sheets as of June 29, 1997
                 and December 29, 1996                                        4
  
              Condensed   Consolidated   Statements   of  Cash  Flows  -
                 Twenty-Six  Week  Periods  Ended June 29, 1997 and June
                 30, 1996                                                     5
  
              Notes to Condensed Consolidated Financial Statements            6
  
            Item 2. Management's  Discussion and Analysis of Financial
                 Condition and Results of Operations                         15
  
  Part II.  Other Information                                                21
  
            Exhibit List                                                     22
  
            Signatures                                                       29
  
                                          2
  PART I.  FINANCIAL INFORMATION
  ITEM 1.  FINANCIAL STATEMENTS
  
                     FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
  13 Week Periods Ended         26 Week Periods Ended
                                            June 29,        June 30,      June 29,       June 30,
                                              1997            1996          1997           1996
                                                      (thousands except per share data)
  NET SALES                                $ 239,887      $ 240,447      $ 469,007      $ 459,578
  
  COST OF GOODS SOLD                         195,107        202,280        381,430        385,380
                                           ---------      ---------      ---------      ---------
  
  GROSS PROFIT                                44,780         38,167         87,577         74,198
  
  SELLING, GENERAL AND
     ADMINISTRATIVE EXPENSES                  16,100         13,752         32,087         27,722
                                           ---------      ---------      ---------      ---------
  
  INCOME FROM OPERATIONS                      28,680         24,415         55,490         46,476
  
  INTEREST AND DEBT ISSUANCE EXPENSE          13,474         13,045         27,442         25,948
  
  OTHER INCOME, NET                              448            299          1,086            502
                                           ---------      ---------      ---------      ---------
  
  INCOME FROM CONTINUING OPERATIONS
     BEFORE PROVISION FOR INCOME TAXES        15,654         11,669         29,134         21,030
  
  PROVISION FOR INCOME TAXES                   6,184          5,064         11,528          8,582
                                           ---------      ---------      ---------      ---------
  
  INCOME FROM CONTINUING OPERATIONS            9,470          6,605         17,606         12,448
  
  LOSS FROM DISCONTINUED OPERATIONS,
     NET OF INCOME TAX BENEFITS                   --        (38,312)            --        (38,018)
  
  EXTRAORDINARY LOSS ON EARLY
     EXTINGUISHMENT OF DEBT,
     NET OF INCOME TAXES                     (42,189)            --        (42,599)            --
                                           ---------      ---------      ---------      ---------
  
  NET INCOME (LOSS)                        $ (32,719)     $ (31,707)     $ (24,993)     $ (25,570)
                                           =========      =========      =========      =========
  
  EARNINGS (LOSS) PER SHARE:
  
  CONTINUING OPERATIONS                    $    0.37      $    0.26      $    0.68      $    0.48
  DISCONTINUED OPERATIONS                         --          (1.50)            --          (1.47)
  EXTRAORDINARY LOSS                           (1.64)            --          (1.64)            --
                                           ---------      ---------      ---------      ---------
  EARNINGS (LOSS) PER SHARE                $   (1.27)     $   (1.24)     $   (0.96)     $   (0.99)
                                           =========      =========      =========      =========
  
  WEIGHTED AVERAGE NUMBER
     OF SHARES OUTSTANDING                    25,755         25,619         25,908         25,784
                                           =========      =========      =========      =========
  The accompanying notes are an integral part of the condensed
                         consolidated financial statements.
  
                                          3
  FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
  ASSETS                                                                        June 29, 1997   December 29, 1996
  
  CURRENT ASSETS:                                                                         (thousands)
  Cash and cash equivalents                                                 $   7,362         $  22,203
        Accounts receivable, net                                                    137,101           126,573
        Inventories                                                                 106,723           102,610
        Other current assets                                                         53,083            55,718
                                                                                  ---------         ---------
            Total current assets                                                    304,269           307,104
  
  PROPERTY, PLANT AND EQUIPMENT, NET                                                203,105           195,373
  
  COST IN EXCESS OF ASSETS ACQUIRED, NET                                             81,232            82,471
  
  DEBT ISSUANCE COSTS, NET                                                           18,428            18,628
  
  DEFERRED INCOME TAXES                                                              24,111                --
  
  OTHER ASSETS                                                                       16,280            16,270
                                                                                  ---------         ---------
  
  TOTAL ASSETS                                                                    $ 647,425         $ 619,846
                                                                                  =========         =========
  
  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
  CURRENT LIABILITIES:
        Short-term borrowings                                                     $   3,960         $   3,692
        Current portion of long-term debt                                             9,121            14,505
        Accounts payable                                                             78,905            84,930
        Accrued interest                                                              3,225             9,012
        Other accrued liabilities                                                    62,685            58,384
                                                                                  ---------         ---------
            Total current liabilities                                               157,896           170,523
                                                                                  ---------         ---------
  
  LONG-TERM DEBT                                                                    547,348           483,344
                                                                                  ---------         ---------
  
  OTHER LIABILITIES                                                                  29,226            24,082
                                                                                  ---------         ---------
  
  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 26,908,680 and 26,753,262
            shares, respectively; Outstanding 25,098,280 and 25,198,862
            shares, respectively                                                        269               267
        Additional paid-in capital                                                   85,743            84,579
        Retained earnings (accumulated deficit)                                    (146,653)         (120,174)
        Other                                                                        (9,481)           (9,312)
                                                                                  ---------         ---------
                                                                                    (70,122)          (44,640)
  
        Common Stock held in treasury, at cost; 1,810,400 shares at
            June 29, 1997 and 1,554,400 Shares at December 29, 1996                 (16,923)          (13,463)
                                                                                  ---------         ---------
  
            Total stockholders' equity (deficit)                                    (87,045)          (58,103)
                                                                                  ---------         ---------
  
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                            $ 647,425         $ 619,846
                                                                                  =========         =========
  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)
  26 Week Periods Ended
                                                                                            June 29,           June 30,
                                                                                              1997               1996
                                                                                                   (thousands)
  OPERATING ACTIVITIES:
  Net income (loss)                                                                     $ (24,993)        $ (25,570)
     Adjustments to reconcile net income to net cash
        provided by operating activities:
        Depreciation and amortization                                                         10,815            11,322
        Amortization of debt issuance costs and debt discount                                  6,847             6,765
        Extraordinary loss                                                                    42,599                --
        Loss from discontinued operations                                                         --            38,018
        Other operating activities                                                              (565)             (581)
        Changes in operating assets and liabilities, net of discontinued operations          (38,334)          (15,559)
                                                                                           ---------         ---------
  
        Net cash provided by (used for) continuing operations                                 (3,631)           14,395
        Net cash provided by discontinued operations                                              --             7,588
                                                                                           ---------         ---------
        Net cash provided by (used for) operating activities                                  (3,631)           21,983
                                                                                           ---------         ---------
  
  INVESTING ACTIVITIES:
     Capital expenditures                                                                    (16,432)           (7,798)
     Decrease in restricted cash                                                              12,143                --
     Other investing activities                                                                   35             1,399
     Discontinued operations investing activities                                                 --            (1,825)
                                                                                           ---------         ---------
  
        Net cash used for investing activities                                                (4,254)           (8,224)
                                                                                           ---------         ---------
  
  FINANCING ACTIVITIES:
     Net proceeds from short-term borrowings                                                     256             1,968
     Proceeds from revolving loans                                                            49,000                --
     Proceeds from long-term debt                                                            453,500                --
     Repayments of long-term debt                                                           (450,026)           (4,721)
     Premiums and costs associated with debt extinguishment                                  (42,562)               --
     Debt issuance costs                                                                     (14,746)               --
     Purchase of treasury stock                                                               (1,890)           (4,861)
     Other financing activities                                                                 (488)                3
     Discontinued operations financing activities                                                 --            (7,028)
                                                                                           ---------         ---------
  
        Net cash used for financing activities                                                (6,956)          (14,639)
                                                                                           ---------         ---------
  
  NET DECREASE IN CASH AND
     CASH EQUIVALENTS                                                                        (14,841)             (880)
  
  CASH AND CASH EQUIVALENTS
     AT BEGINNING OF PERIOD                                                                   22,203             3,322
                                                                                           ---------         ---------
  
  CASH AND CASH EQUIVALENTS
     AT END OF PERIOD                                                                      $   7,362         $   2,442
                                                                                           =========         =========
  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  29,  1996 has been  condensed  from the  audited
  consolidated  balance  sheet at that date.  The condensed  consolidated  balance
  sheet as of June 29, 1997, the condensed  consolidated  statements of operations
  for the thirteen week and  twenty-six  week periods ended June 29, 1997 and June
  30,  1996  and the  condensed  consolidated  statements  of cash  flows  for the
  twenty-six week periods ended June 29, 1997 and June 30, 1996 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 twenty-six  week periods ended June 30, 1996 and the condensed
  consolidated  statement of cash flows for the twenty-six  week period ended June
  30, 1996 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 June 12, 1997, the Company substantially  completed a refinancing plan
  (the  "Refinancing  Plan") that included the  refinancing  of certain  long-term
  indebtedness  to reduce the  Company's  interest  expense and improve  financing
  flexibility.  In connection with the  Refinancing  Plan,  Foamex L.P.  purchased
  approximately  $342.3 million of aggregate  principal  amount of its public debt
  and  approximately  $116.7 million of aggregate  principal  amount of Foamex-JPS
  Automotive  L.P.'s  ("FJPS")  senior secured  discount  debentures due 2004 (the
  "Discount Debentures") and repaid $5.2 million of term loan borrowings under its
  old credit facility.  The Company  incurred an  extraordinary  loss on the early
  extinguishment  of debt associated with the  Refinancing  Plan of  approximately
  $42.0 million (net of income taxes). (See Note 5 below for further  discussion.)
  The  Refinancing  Plan was funded by $347.0  million of  borrowings  under a new
  $480.0 million credit facility (the "New Credit  Facility") and the net proceeds
  from the  issuance  of $150.0  million of 9 7/8% senior  subordinated  notes due
  2007.
  
         In addition,  the Company  intends to call for  redemption  on October 1,
  1997  approximately   $26.0  million  of  the  approximately  $30.0  million  of
  outstanding  public debt that was not tendered as part of the Refinancing  Plan.
  The  redemption  is expected to be funded with  borrowings  under the New Credit
  Facility.  In connection with this  redemption,  the Company expects to incur an
  extraordinary  loss on the early  extinguishment  of debt of approximately  $1.6
  million (net of income taxes) in the fourth quarter of 1997.
  
         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 1996 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
  29, 1996.
  
  2. DISCONTINUED OPERATIONS
  
         On December 11, 1996, the Company  completed the sale of its  partnership
  interests  in  JPS  Automotive  L.P.  ("JPS  Automotive")  for a sale  price  of
  approximately  $220.1  million  including  $200.1  million  of JPS  Automotive's
  indebtedness. The sale is subject to a post-closing adjustment which is expected
  to be finalized  during 1997. The sale included the net assets of the automotive
  textiles business segment.  During 1996, the Company sold the outstanding common
  stock  of  Perfect  Fit  Industries,   Inc.   ("Perfect  Fit"),  a  wholly-owned
  subsidiary,  for an adjusted sale price of approximately $44.2 million. The sale
  included the net assets of the home comfort products business segment.
  
                                         6
  FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  2. DISCONTINUED OPERATIONS (continued)
  
         The  Company's  condensed  consolidated  financial  statements  have been
  restated  to  reflect  the  discontinuation  of the home  comfort  products  and
  automotive  textile  business  segments.  In addition to the  interest  and debt
  issuance  expense of JPS  Automotive,  interest  and debt  issuance  expense was
  allocated to discontinued  operations  based on the estimated debt to be retired
  from the net proceeds from the sale of Perfect Fit and JPS Automotive. A summary
  of the operating results for the discontinued operations is as follows:
  Thirteen Week       Twenty-Six Week
                                                                     Period Ended         Period Ended
                                                                     June 30, 1996 (1)   June 30, 1996 (1)
                                                                               (thousands)
  Net sales                                                      $107,684          $207,765
         Gross profit                                                     17,555            34,454
         Income from operations                                            8,130            16,476
         Interest and debt issuance expense                                6,841            13,804
         Loss on disposal of discontinued operations                     (39,297)          (39,297)
         Other expense                                                       759             1,068
         Loss from discontinued operations before
             provision for income taxes                                  (38,767)          (37,693)
         Provision (benefit) for income taxes                               (455)              325
         Loss from discontinued operations, net of income taxes          (38,312)          (38,018)
  (1)  The Company's discontinued operations includes the operations of Perfect
       Fit and JPS Automotive.
  
  3. INVENTORIES
  
         The components of inventories consist of:
  
                                              June 29,        December 29,
                                                1997              1996
                                                     (thousands)
         Raw materials and supplies           $59,070           $61,559
         Work-in-process                       17,305            13,453
         Finished goods                        30,348            27,598
                                             --------          --------
  
         Total                               $106,723          $102,610
                                             ========          ========
  
  4. EARNINGS (LOSS) PER SHARE
  
         Earnings  (loss) per share is  calculated  by dividing  net income by the
  weighted average shares of common stock  outstanding.  Common stock  equivalents
  have been included in the weighted  average  shares of common stock  outstanding
  for 1997 and 1996.
  
         In  February  1997,  the  Financial  Accounting  Standards  Board  issued
  Statement of Financial  Accounting  Standards  ("SFAS") No. 128,  "Earnings  Per
  Share".  SFAS No. 128 specifies  new standards  designed to improve the earnings
  per share ("EPS")  information  provided in financial  statements by simplifying
  the existing computational guidelines, revising the disclosure requirements, and
  increasing the comparability of EPS data on an international  basis. Some of the
  changes made to simplify the EPS computations include: (i) eliminating the
  
                                         7
  FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  4. EARNINGS (LOSS) PER SHARE (continued)
  
  presentation  of primary EPS and replacing it with basic EPS, with the principal
  difference  being that common stock  equivalents are not considered in computing
  basic EPS, (ii)  eliminating  the modified  treasury  stock method and the three
  percent materiality provision and (iii) revising the contingent share provisions
  and the supplemental EPS data requirements. Under the provisions of SFAS No.128,
  the Company would have reported the following net loss per share information:
  13 Week Periods Ended           26 Week Periods Ended
  
                                                          June 29,         June 30,       June 29,        June 30,
                                                            1997              1996           1997            1996
                                                                       (thousands except per share data)
  Basic loss per share                           $  (1.29)     $  (1.25)      $  (0.99)        $  (1.00)
                                                         ========      ========       ========         ======== 
          Weighted average shares outstanding              25,298        25,388         25,304           25,553
                                                         ========      ========       ========         ======== 
          Fully diluted loss per share                   $  (1.26)     $  (1.24)      $  (0.96)        $  (1.00)
                                                         ========      ========       ========         ======== 
          Weighted average shares outstanding              25,872        25,667         26,128           25,694
                                                         ========      ========       ========         ========
  5.     LONG-TERM DEBT
  
         Long-term debt consists of:
  June 29,        December 29,
                                                                                      1997               1996
                                                                                            (thousands)
  9-7/8% senior subordinated notes due 2007 (1)                              $150,000          $     --
         Foamex L.P. term loans (7.95% interest rate
             at June 29, 1997) (2)                                                   298,000                --
         Foamex L.P. revolving loan (7.65% interest rate
             at June 29, 1997) (3)                                                    49,000                --
         9 1/2% senior secured notes due 2000 (4)                                      4,523           106,793
         11 1/4% senior notes due 2002 (4)                                             5,825           141,400
         11 7/8% senior subordinated debentures due 2004 (net of
             unamortized debt discount of $119 and $769) (4)                          20,224           125,056
         Senior secured discount debentures due 2004, Series B
             (net of unamortized debt discount of $35,864) (5)                            --            80,881
         11 7/8% senior subordinated debentures due 2004, Series B (6)                    45             7,000
         Industrial revenue bonds (7)                                                  7,000             7,000
         Foamex L.P. term loan (8.54% interest rate as of
             December 29, 1996) (7)                                                       --            11,000
         Subordinated note (net of debt discount of $1,047 and $1,198) (7)             5,968             5,817
         Other                                                                        15,884            12,902
                                                                                    --------          --------
  
                                                                                     556,469           497,849
  
         Less current portion                                                          9,121            14,505
                                                                                    --------          --------
  
         Long-term debt                                                             $547,348          $483,344
                                                                                    ========          ========
  8
  FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  5. LONG-TERM DEBT (continued)
  
  (1)  Subsidiary debt of Foamex L.P. and Foamex Capital Corporation ("FCC")
       (together the "Issuers") and guaranteed by General Felt Industries, Inc.
       ("General Felt"), Foamex Fibers, Inc. ("Foamex Fibers") and all other 
       current and future domestic subsidiaries of the Issuers.
  
  (2)  Subsidiary debt of Foamex L.P. and guaranteed by the Company, General Felt
       and Foamex Fibers.
  
  (3)  Subsidiary debt of Foamex L.P. and General Felt and guaranteed by the
       Company and Foamex Fibers.
  
  (4)  Subsidiary debt of the Issuers and guaranteed by the Company and General
       Felt.
  
  (5)  Subsidiary debt of FJPS and Foamex-JPS Capital Corporation and guaranteed
       by the Company.
  
  (6)  Subsidiary debt of the Issuers and guaranteed by General Felt.
  
  (7)  Subsidiary debt of Foamex L.P.
  
          Term Loans and Revolving Loan
  
         On June 12, 1997, Foamex L.P. entered into the New Credit Facility with a
  group of banks that provides for term loans of up to $330.0 million which expire
  from June 2003 to June 2006 and up to $150.0  million under a revolving  line of
  credit which  expires in June 2003.  In connection  with the  Refinancing  Plan,
  Foamex L.P. entered into term loans of $298.0 million and borrowed $49.0 million
  under the revolving line of credit.
  
          The term  loans  are  comprised  of a (i) term A loan  ("Term  A") which
  provides up to $120.0 million of borrowings of which Foamex L.P.  borrowed $88.0
  million in connection with the Refinancing  Plan, (ii) term B loan ("Term B") of
  $110.0 million and (iii) term C loan ("Term C") of $100.0 million. The remaining
  $32.0 million  available  under the Term A is restricted and can only be used by
  Foamex  L.P.  to retire its public  debt not  tendered  in  connection  with the
  Refinancing Plan with such unused availability terminating June 15, 1998.
  
          Borrowings  under  the  New  Credit  Facility  are   collateralized   by
  substantially  all of the assets of Foamex L.P.,  General Felt and Foamex Fibers
  on a pari passu basis with the 9 1/2% senior secured notes due 2000, the 11 1/4%
  senior  notes  due 2002 and the  industrial  revenue  bonds  (collectively,  the
  "Notes");  however,  the rights of the  holders of the  applicable  issue of the
  Notes to receive  payment upon the  disposition of the collateral  securing such
  issue of Notes has been preserved.
  
         Pursuant  to the terms of the New Credit  Facility,  borrowed  funds will
  bear interest at a floating rate equal to an applicable margin, as defined, plus
  the higher of (i) the base rate of The Bank of Nova Scotia,  in effect from time
  to time,  or (ii) a rate that is equal to 0.5% per annum plus the federal  funds
  rate in effect  from time to time.  The  applicable  margin is  determined  by a
  calculation  of the total net debt to EBDAIT  ratio,  as defined,  and can range
  from no margin up to 1.125%  per  annum  for Term A and  revolving  loans,  from
  0.875%  per annum to 1.375%  per annum for Term B and from  1.125%  per annum to
  1.625%  per annum for Term C. At the  option of  Foamex  L.P.,  portions  of the
  outstanding loans under the New Credit Facility are convertible into LIBOR based
  loans which bear interest at a floating  rate equal to an applicable  margin for
  LIBOR  based  loans,  as  defined,  plus the  average  LIBOR,  as  defined.  The
  applicable  margin for LIBOR based loans is a rate that will generally equal the
  applicable margin (discussed above) plus 1.0% per annum.
  
                                         9
  FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  5. LONG-TERM DEBT (continued)
  
          9 7/8% Senior Subordinated Notes due 2007 ("Senior Subordinated Notes")
  
          The Senior  Subordinated  Notes were issued by Foamex L.P.  and FCC in a
  private placement under Rule 144A of the Securities Act of 1933, as amended,  on
  June 12, 1997 in connection with the Refinancing  Plan. The Senior  Subordinated
  Notes bear interest at the rate of 9 7/8% per annum payable semiannually on each
  June 15 and December 15, commencing  December 15, 1997. The Senior  Subordinated
  Notes mature on June 15, 2007. The Senior  Subordinated Notes may be redeemed at
  the option of Foamex L.P., in whole or in part, at any time on or after June 15,
  2002, initially at 104.938% of their principal amount, plus accrued interest and
  liquidated  damages,  as defined,  if any, thereon to the date of redemption and
  declining to 100.0% on or after June 15, 2005. In addition, at any time prior to
  June 15, 2000,  Foamex L.P. may on one or more  occasions  redeem up to 35.0% of
  the initially outstanding principal amount of the Senior Subordinated Notes at a
  redemption  price  equal to  109.875%  of the  principal  amount,  plus  accrued
  interest and liquidated  damages, if any, thereon to the date of redemption with
  the cash proceeds of one or more Public Equity Offerings,  as defined.  Upon the
  occurrence  of  a  change  of  control,  as  defined,   each  holder  of  Senior
  Subordinated  Notes will have the right to require Foamex L.P. to repurchase the
  Senior  Subordinated  Notes at a price equal to 101.0% of the principal  amount,
  plus accrued interest and liquidated damages, if any, to the date of redemption.
  The Senior Subordinated Notes are subordinated in right of payment to all senior
  indebtedness  and are pari  passu in right of  payment  to two  issues of senior
  subordinated   debentures  due  2004  and  the  subordinated  note.  The  Senior
  Subordinated  Notes  contain  certain  covenants  that will  limit,  among other
  things,  the  ability  of  Foamex  L.P.  (i)  to  pay  distributions  or  redeem
  partnership interests, (ii) to make certain restrictive payments or investments,
  (iii) to incur additional  indebtedness or issue Preferred  Equity Interest,  as
  defined,  (iv) to merge,  consolidate  or sell all or  substantially  all of its
  assets or (v) to enter into  certain  transactions  with  affiliates  or related
  persons. The Senior Subordinated Notes are guaranteed by General Felt and Foamex
  Fibers and all other current and future domestic subsidiaries of the Issuers.
  
         Foamex L.P.  and FCC have filed a registration  statement  relating to an
  exchange  offer in which  Foamex L.P.  and FCC will offer to exchange the Senior
  Subordinated  Notes issued in the private  placement for new notes. The terms of
  the new  notes  will  be  substantially  identical  in all  respects  (including
  principal  amount,  interest  rate,  maturity  and  ranking) to the terms of the
  Senior  Subordinated  Notes,  except that the new notes will be  transferable by
  holders thereof without further  registration  under the Securities Act of 1933,
  as amended (except in the case of Senior  Subordinated  Notes held by affiliates
  of the  Issuers  and for  certain  other  holders),  and are not  subject to any
  covenant  regarding  registration  under the Securities Act of 1933, as amended.
  The exchange  offer is expected to be  consummated  during the third  quarter of
  1997.
  
          Principal payments on the Company's  long-term debt for the remainder of
  1997 and for the next five years are as  follows:  1997 - $4.6  million;  1998 -
  $12.7 million; 1999 - $21.6 million; 2000 - $32.1 million; 2001 - $32.0 million;
  2002 - $33.5 million; and thereafter - $421.1 million.
  
          Early Extinguishment of Debt - Refinancing Plan
  
         In  connection  with  the  Refinancing  Plan,  the  Company  incurred  an
  extraordinary  loss on the early  extinguishment of debt of approximately  $42.0
  million  (net of  income  taxes of $25.7  million).  The  extraordinary  loss is
  comprised of  approximately  $39.0 million for premium and consent fee payments,
  approximately  $16.2 million for the  write-off of debt issuance  costs and debt
  discount,  approximately $8.2 million for the loss associated with the effective
  termination and amendment of the interest rate swap agreements and approximately
  $4.3  million of  professional  fees and other  costs.  In  connection  with the
  Refinancing  Plan, Foamex L.P. repaid $5.2 million in term loan borrowings under
  its old credit facility and purchased  approximately $459.0 million of aggregate
  principal amount of public debt comprised of:
  
                                         10
  FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  5. LONG-TERM DEBT (continued)
  
  *    $99.8 million of aggregate  principal  amount of its 9 1/2% senior  secured
       notes due 2000 for an aggregate consideration of 104.193% of principal plus
       accrued interest, comprised of a tender price of 102.193% and a consent fee
       of 2.0%;
  
  *    $130.1  million of aggregate  principal  amount of its 11 1/4% senior notes
       due 2002 for an  aggregate  consideration  of  105.709% of  principal  plus
       accrued interest, comprised of a tender price of 103.709% and a consent fee
       of 2.0%;
  
  *    $105.5  million  of  aggregate  principal  amount  of  its 11  7/8%  senior
       subordinated debentures due 2004 for an aggregate consideration of 107.586%
       of principal plus accrued interest, comprised of a tender price of 105.586%
       and a consent fee of 2.0%;
  
  *    $6.9  million  of  aggregate   principal  amount  of  its  11  7/8%  senior
       subordinated debentures,  series B, due 2004 for an aggregate consideration
       of 107.586% of principal plus accrued interest, comprised of a tender price
       of 105.586% and a consent fee of 2.0%; and
  
  *    $116.7 million of aggregate principal amount of the Discount Debentures due
       2004 for an aggregate  consideration  of 90.0% of principal  amount,  which
       represents  approximately  116.2% of the accreted book value as of June 12,
       1997, comprised of a tender price of 88.0% and a consent fee of 2.0%.
  
          In addition,  the Company  intends to call for  redemption on October 1,
  1997  approximately   $26.0  million  of  the  approximately  $30.0  million  of
  outstanding  public debt that was not tendered as part of the Refinancing  Plan.
  The  redemption  is expected to be funded with  borrowings  under the New Credit
  Facility.  In connection  with the  redemption,  the Company expects to incur an
  extraordinary  loss on the early  extinguishment  of debt of approximately  $1.6
  million (net of income taxes) in the fourth quarter of 1997.
  
          Early Extinguishment of Debt - Other
  
         In addition,  during 1997 the Company  incurred  extraordinary  losses of
  approximately $0.6 million (net of income taxes of $0.4 million) associated with
  the early extinguishment of approximately $11.8 million of long-term debt funded
  with approximately  $12.1 million of the remaining net proceeds from the sale of
  Perfect Fit. The extraordinary  loss is comprised of approximately  $0.4 million
  of premium  payments and  approximately  $0.6 million for the  write-off of debt
  issuance costs. The long-term debt was comprised of:
  
  *    $2.5 million of  aggregate  principal  amount of its 9 1/2% senior  secured
       notes due 2000.
  
  *    $5.5 million of aggregate  principal amount of its 11 1/4% senior notes due
       2002.
  
  *    Bank term loan borrowings of $3.8 million under its old credit facility.
  
          Interest Rate Swaps
  
          The Company uses  derivative  financial  instruments to manage  interest
  expense.  All  derivative  financial  instruments  are  classified  as "held for
  purposes  other  than  trading".  The  Company  does  not  use  derivatives  for
  speculative purposes.
  
                                         11
  FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  5. LONG-TERM DEBT (continued)
  
          Interest rate swap  agreements  are used to manage  interest  expense by
  changing the  interest  rate  characteristics  of certain  debt  instruments  to
  approximate current market conditions.  The amended interest rate swap agreement
  matures  in June  2007  which  is  consistent  with  the  underlying  debt.  The
  differential  paid or received on interest rate swap agreements is recognized on
  an accrual basis as an adjustment to interest and debt issuance  expense.  Gains
  and  losses on  terminated  interest  rate swap  agreements  are  amortized  and
  reflected in interest and debt issuance  expense over the remaining  term of the
  underlying debt.
  
          In connection with the Refinancing Plan, Foamex L.P.'s existing interest
  rate swap agreements with a notional amount of $300.0 million were considered to
  be effectively  terminated  since the underlying  debt was  extinguished.  These
  interest  rate swap  agreements  had an estimated  fair value  liability of $8.2
  million  at  the  date  of  the  Refinancing  Plan  which  is  included  in  the
  extraordinary  loss  on the  early  extinguishment  of  debt.  In lieu of a cash
  payment  for the  estimated  fair  value  of the  existing  interest  rate  swap
  agreements,  Foamex L.P. entered into an amendment of the existing interest rate
  swap  agreements  resulting in one interest rate swap  agreement with a notional
  amount of $150.0 million through June 2007.  Accordingly,  the $8.2 million fair
  value  liability has been recorded as a deferred  credit which will be amortized
  as a reduction of interest and debt issuance  expense on a  straight-line  basis
  over the life of the amended  interest  rate swap  agreement.  Under the amended
  interest rate swap agreement, Foamex L.P. is obligated to make fixed payments of
  5.75% per annum through December 1997 and variable  payments based on the higher
  of LIBOR at the  beginning  or the end of the  period for the  remainder  of the
  agreement, in exchange for fixed payments by the swap partner at 6.44% per annum
  for the life of the  agreement,  payable  semiannually  in arrears.  The amended
  interest rate swap agreement can be terminated by either party in June 2002, and
  annually thereafter, for a cash settlement based on the fair market value of the
  amended  interest rate swap  agreement.  Interest and debt  issuance  expense is
  subject to  fluctuations  in LIBOR during the term of the swap agreement  except
  during   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.  The  effect  of the  interest  rate  swaps  described  above was a
  favorable  adjustment to interest and debt issuance  expense of $0.8 million and
  $1.1  million for the  thirteen  week  periods  ended June 29, 1997 and June 30,
  1996,  respectively,  and $1.7 million and $1.9 million for the twenty-six  week
  periods ended June 29, 1997 and June 30, 1996, respectively.
  
  6. ENVIRONMENTAL MATTERS
  
          As of June 29,  1997,  the Company has  accruals of  approximately  $4.2
  million for environmental matters. In addition, as of June 29, 1997, the Company
  has net receivables of approximately  $1.0 million  relating to  indemnification
  for environmental liabilities, net of an allowance of approximately $1.0 million
  relating to potential  disagreements regarding the scope of the indemnification.
  The Company  believes that  realization of the net  receivables  established for
  indemnification is probable.
  
          On May 5, 1997,  there was an  accidental  chemical  spill at one of the
  Company's manufacturing facilities that was contained on site. The Company is in
  the process of  disposing  of the  contaminated  soil which is estimated to cost
  approximately  $0.4 million.  The actual cost and the timetable for the clean-up
  of the site  cannot be  predicted  with any  degree of  certainty  at this time;
  therefore,  there can be no  assurance  that the  clean-up  of the site will not
  result in a more significant environmental liability in the future.
  
          The Company has reported to appropriate  state  authorities  that it has
  found soil and  groundwater  contamination  in excess of state standards at four
  additional  facilities and soil  contamination  in excess of state  standards at
  three 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.
  The actual cost and the  timetable of any such  remediation  cannot be predicted
  with any
  
                                         12
  FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  6. ENVIRONMENTAL MATTERS (continued)
  
  degree  of  certainty  at this  time.  As of June  29,  1997,  the  Company  has
  environmental accruals of approximately $3.0 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 has six USTs that will require removal or permanent  in-place closure by
  the end of  1998.  Due to the age of these  tanks,  leakage  may  have  occurred
  resulting  in soil and  possibly  groundwater  contamination.  The  Company  has
  accrued approximately $0.3 million for the estimated removal and remediation, if
  any,  associated with the USTs.  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.
  
          The Company  has been  designated  as a  Potentially  Responsible  Party
  ("PRP") by the United States  Environmental  Protection  Agency (the "EPA") with
  respect to thirteen sites,  with an estimated total liability to the Company for
  the thirteen sites of less than approximately  $0.5 million.  Estimates of total
  clean-up 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 the Company is considered to be immaterial.
  
          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 August 8, 1997, Foamex L.P. and Trace International  Holdings Inc.
  ("Trace Holdings") were two of multiple defendants in actions filed on behalf of
  approximately  5,000 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.  Three 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  700
  residents of  Australia  and New  Zealand.  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. 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
  
                                         13
  FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  7. LITIGATION (continued)
  
  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
  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.
  
          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
  
          During  June 1997,  Foamex L.P.  and Trace Foam  Company,  Inc.  ("Trace
  Foam") amended their  management  services  agreement to increase the annual fee
  from $1.75 million to $3.0 million, plus reimbursement of expenses incurred.
  
          On June 12,  1997,  a  promissory  note  issued to Foamex  L.P. by Trace
  Holdings  was  amended.  The  amended  promissory  note  is  an  extension  of a
  promissory  note of Trace  Holdings  that was due in July  1997.  The  aggregate
  principal  amount of the amended  promissory note was increased to approximately
  $4.9  million  and  the  maturity  of the  promissory  note  was  extended.  The
  promissory  note is due and payable on demand or, if no demand is made,  on July
  7, 2001, and bears interest at 2 3/8% plus  three-month  LIBOR, as defined,  per
  annum payable quarterly in arrears. The promissory note is included in the other
  components of stockholders' equity (deficit).
  
          In  connection  with  the  Refinancing  Plan,  Foamex  L.P.  made a cash
  distribution of  approximately  $1.5 million to Trace Foam as a result of Foamex
  L.P.'s  distribution to FJPS and FMXI, Inc. of the Discount  Debentures,  a note
  with a principal  amount of  approximately  $56.2 million (net of  approximately
  $20.6 million of original issue discount) due from FJPS and a promissory note in
  the  aggregate  principal  amount  of $2.0  million  due from the  Company.  The
  distribution to Trace Foam reduced retained  earnings  (accumulated  deficit) of
  the Company.
  
          On July 1, 1997,  Trace Holdings issued to Foamex L.P. a promissory note
  for an aggregate  principal  amount of $5.0 million.  The promissory note is due
  and  payable  on demand  or, if no demand is made,  on July 7,  2001,  and bears
  interest  at 2 3/8% plus  three-month  LIBOR,  as  defined,  per  annum  payable
  quarterly in arrears commencing October 1, 1997.
  
                                         14
  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
  RESULTS OF OPERATIONS
  
          The Company  operates in the flexible  polyurethane and advanced polymer
  foam products  industry.  The  Company's  operations  are conducted  through its
  largest  subsidiary  Foamex  L.P.,  together  with  Foamex  L.P.'s  wholly-owned
  subsidiaries,  General Felt,  Foamex  Fibers,  Foamex Canada Inc.,  Foamex Latin
  America,  Inc., and Foamex Asia, 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.  Certain  information  in
  this  report  contains   forward-looking   statements  and  should  be  read  in
  conjunction with the discussion regarding  forward-looking  statements set forth
  on pages 3 and 4 of the Company's 1996 Annual Report on Form 10-K.
  
          On June 12, 1997, the Company substantially completed a refinancing plan
  (the  "Refinancing  Plan") which  included the  repurchase of $342.3  million of
  aggregate  principal  amount of Foamex L.P.'s public debt and $116.7  million of
  aggregate principal amount of FJPS's senior secured discount debentures due 2004
  and the payment of $5.2 million of Foamex L.P.  term loan  borrowings  under its
  old credit facility.  The Company  incurred an  extraordinary  loss on the early
  extinguishment  of debt associated with the  Refinancing  Plan of  approximately
  $42.0  million  (net of  income  taxes  of  approximately  $25.7  million).  The
  Refinancing  Plan was funded by $347.0 million of borrowings  under a new $480.0
  million  credit  facility (the "New Credit  Facility") and the net proceeds from
  the issuance of $150.0 million  principal  amount of 9 7/8% senior  subordinated
  notes due 2007. See Note 5 to the condensed  consolidated  financial  statements
  for further discussion. As a result of the Refinancing Plan, the Company's total
  long-term debt increased $63.9 million to $556.5 million.  However,  the Company
  expects  the  Refinancing   Plan  to  result  in  interest  expense  savings  of
  approximately  $3.5  million in the second half of 1997 as compared to the first
  half of 1997, and annualized  interest  expense  savings of  approximately  $8.0
  million,  as  compared  to the debt  structure  prior to the  Refinancing  Plan,
  assuming no material  changes in interest rates.  The Company's  future interest
  expense,  and the ability to realize the expected  savings in interest  expense,
  will vary based on a variety of factors, including fluctuation in interest rates
  in general.  As a result of the Refinancing Plan, variable rate debt comprises a
  larger percentage of the Company's overall indebtedness than in the past, and as
  a result,  future  fluctuations  in interest rates will have a greater impact on
  the Company's interest expense than in the past.
  
          In addition,  the Company  intends to call for  redemption on October 1,
  1997  approximately   $26.0  million  of  the  approximately  $30.0  million  of
  outstanding  public debt that was not tendered as part of the Refinancing  Plan.
  The  redemption  is expected to be funded with  borrowings  under the New Credit
  Facility.  In connection with this  redemption,  the Company expects to incur an
  extraordinary  loss on the early  extinguishment  of debt of approximately  $1.6
  million (net of income taxes) in the fourth quarter of 1997.
  
          During July 1997,  the Company  announced  the  creation of a new senior
  management   operating  committee  to  simplify  the  Company's  management  and
  reporting  structure and to position the Company to achieve its strategic  goals
  which include: (i) to focus on its core flexible polyurethane  operations in the
  automotive,   carpet  cushion,  technical,   cushioning  and  furniture  markets
  (furniture  sales were  previously  combined  with  cushioning  sales),  (ii) to
  maximize  revenue  growth  by  increasing  market  share  in  existing  markets,
  introducing  new and enhanced  foam  products  with higher  margins and pursuing
  international opportunities and (iii) to continue to lower its cost structure.
  
          The principle suppliers to the foam industry announced raw material cost
  increases  effective  April 1997.  The impact of the raw material cost increases
  were not  significant  during the second quarter of 1997.  However,  the Company
  estimates an unfavorable impact for the raw material cost increases, net of sale
  price  increases to customers of between $1.5 million to $3.0 million during the
  third quarter of 1997.  There can be no assurance  that chemical  suppliers will
  not increase  raw material  costs in the future or that the Company will be able
  to  implement  selling  price  increases  to offset any such raw  material  cost
  increases.
  
                                         15
  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
  RESULTS OF OPERATIONS
  
          During  1996,  the Company  sold  Perfect Fit and JPS  Automotive  which
  comprised the home comfort products and automotive  textile  business  segments,
  respectively,   of  the  Company.   Accordingly,   the  accompanying   condensed
  consolidated  statements of operations for the thirteen week and twenty-six week
  periods  ended June 30, 1996 and the  condensed  consolidated  statement of cash
  flows for the  twenty-six  week  period  ended June 30, 1996  reflects  the home
  comfort  products  and  automotive  textile  business  segments as  discontinued
  operations.  See Note 2 to the condensed  consolidated  financial statements for
  further discussion.
  
          Operating  results  for 1997 are  expected to be  influenced  by various
  internal and external factors.  These factors include,  among other things,  (i)
  continued  implementation of the continuous  improvement  program to improve the
  Company's profitability, (ii) additional raw material cost increases, if any, by
  the Company's chemical  suppliers,  (iii) the Company's success in passing on to
  its  customers  selling  price  increases  to  recover  such raw  material  cost
  increases, and (iv) fluctuations in interest rates.
  
  13 Week Period Ended June 29, 1997 Compared to 13 Week Period Ended 
  June 30, 1996
  
  Results of Operations
  
          Net sales for the second quarter of 1997 were $239.9 million as compared
  to $240.4  million in the second  quarter of 1996, a decrease of $0.5 million or
  0.2%. Carpet cushion products net sales for the second quarter of 1997 decreased
  2.4% to $75.0 million from $76.8 million in the second quarter of 1996 primarily
  due to decreased net sales volume of certain carpet cushion  products  resulting
  from weak carpet sales and competitive pricing pressure resulting from an excess
  supply of trim foam, the primary component of rebond carpet cushion.  Cushioning
  products  net sales  for the  second  quarter  of 1997  increased  4.0% to $59.1
  million from $56.8  million in the second  quarter of 1996  primarily  due to an
  increase in net sales from both new and existing  customers  of bedding  related
  products.  Furniture  products net sales for the second quarter of 1997 of $26.9
  million were consistent as compared to net sales of $26.7 million for the second
  quarter of 1996.  Automotive  products net sales for the second  quarter of 1997
  decreased 6.4% to $59.3 million from $63.3 million in the second quarter of 1996
  primarily due to decreased net sales volume resulting from reduced production of
  car and light  truck  builds  during  the  second  quarter of 1997 and the labor
  strikes  affecting  North  American  automotive  production at both Chrysler and
  General  Motors plants.  Technical  products net sales for the second quarter of
  1997  increased  16.4% to $19.6 million from $16.9 million in the second quarter
  of 1996 primarily due to increased net sales volume.
  
          Gross  profit as a  percentage  of net sales  increased to 18.7% for the
  second  quarter of 1997 from 15.9% in the second  quarter 1996  primarily due to
  improved material and production efficiencies and manufacturing cost containment
  which  includes (i)  favorable raw material  efficiencies  and (ii) an increased
  favorable impact of the 1995  restructuring  and operational plans in the second
  quarter of 1997 as compared to the second quarter of 1996.
  
          Operating  income  increased to $28.7 million for the second  quarter of
  1997 from $24.4 million in the second  quarter of 1996 primarily due to improved
  gross profit margins as discussed  above,  offset by a $2.3 million  increase in
  selling, general and administrative expenses for the second quarter of 1997. The
  increase in selling,  general and  administrative  expenses is primarily  due to
  increases in employee  compensation  and  incentives,  research and  development
  costs,  and travel and  promotion  costs  associated  with the  launching of new
  products and international expansion.
  
          Income from continuing operations increased to $9.5 million or $0.37 per
  share for the second  quarter of 1997 as compared  to $6.6  million or $0.26 per
  share in the second  quarter  of 1996.  The  increase  is  primarily  due to the
  reasons cited above, offset by an increase in interest and debt issuance expense
  of $0.4 million. The increase in interest and debt issuance expense is primarily
  due to the  inclusion in the second  quarter of 1997  continuing  operations  of
  interest  expense on $10.4  million  of public  debt  which was  expected  to be
  retired with the 
  
                                         16
  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
  RESULTS OF OPERATIONS
  
  net proceeds from the sale of JPS Automotive;  whereas for the second quarter of
  1996,  this interest  expense was  allocated to  discontinued  operations  and a
  decrease in the favorable  impact from the interest rate swap  agreements in the
  second  quarter of 1997 as  compared  to the second  quarter of 1996.  Loss from
  discontinued  operations in the second  quarter of 1996  represents  the loss on
  disposal  of  Perfect  Fit and  the  operating  income  of  Perfect  Fit and JPS
  Automotive which were sold during 1996. See Note 2 to the condensed consolidated
  financial  statements for further discussion.  The effective income tax rate for
  continuing  operations  decreased  to 39.5% for the second  quarter of 1997 from
  43.4% in the second  quarter of 1996 primarily due to the reduction in permanent
  differences and a slight decrease in the effective state income tax rate.
  
          The extraordinary loss on early  extinguishment of debt of approximately
  $42.2 million (net of income taxes of  approximately  $25.9 million)  relates to
  premium and consent fee payments, the write-off of debt issuance costs and other
  charges associated with the early extinguishment of approximately $468.0 million
  of aggregate  principal  amount of debt in connection with the Refinancing  Plan
  and other debt extinguishment.  See Note 5 to condensed  consolidated  financial
  statements for further discussion.
  
  26 Week Period Ended June 29, 1997 Compared to 26 Week Period Ended 
  June 30, 1996
  
  Results of Operations
  
          Net sales for 1997 were $469.0  million as compared to $459.6 million in
  1996, an increase of $9.4 million or 2.1%. Carpet cushion products net sales for
  1997  increased 1.8% to $142.9 million from $140.3 million in 1996 primarily due
  to increased net sales during the first quarter of 1997 which  resulted from the
  effect of  increased  selling  prices  that were  initiated  late in the  second
  quarter  of 1996 as  well as  increased  shipments  of  certain  carpet  cushion
  products  offset by increased  competitive  pricing  pressure  during the second
  quarter of 1997 as  compared  to 1996.  Cushioning  products  net sales for 1997
  increased 3.9% to $115.4 million from $111.1 million in 1996 primarily due to an
  increase in net sales from both new and existing  customers  of bedding  related
  products. Furniture products net sales for 1997 of $54.5 million were consistent
  as compared  to net sales of $54.9  million for 1996.  Automotive  products  net
  sales  for 1997 of  $119.0  million  were  consistent  with net  sales of $119.3
  million in 1996 primarily due to increased selling prices implemented during the
  first  quarter of 1996 offset by reduced net sales volume in 1997 as compared to
  1996 due to the decreased net sales volume resulting from reduced  production of
  car and light truck  builds and the labor  strikes at both  Chrysler and General
  Motors  plants.  Technical  products net sales for 1997  increased 9.2% to $37.1
  million from $34.0 million in 1996 primarily due to increased net sales volume.
  
          Gross  profit as a percentage  of net sales  increased to 18.7% for 1997
  from 16.1% in 1996 primarily due to selling price increases,  improved  material
  and production  efficiencies and  manufacturing  cost containment which includes
  (i) the impact  during 1997 of the selling  prices  initiated  in 1996 to offset
  previous raw material cost increases,  (ii) favorable raw material  efficiencies
  and  (iii)  an  increased   favorable  impact  of  the  1995  restructuring  and
  operational plan in 1997 as compared to 1996.
  
          Operating  income increased to $55.5 million for 1997 from $46.5 million
  in 1996  primarily  due to improved  gross profit  margins as  discussed  above,
  offset  by a $4.4  million  increase  in  selling,  general  and  administrative
  expenses for 1997. The increase in selling,  general and administrative expenses
  is primarily due to increases in employee compensation and incentives,  research
  and  development  costs,  and travel and  promotion  costs  associated  with the
  launching of new products and international expansion.
  
          Income from  continuing  operations  increased to $29.1 million or $0.68
  per share for 1997 as compared to $21.0 million or $0.48 per share in 1996.  The
  increase is primarily due to the reasons  cited above,  offset by an increase in
  interest and debt issuance expense of $1.5 million. The increase in interest and
  debt  issuance  expense
  
                                         17
  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
  RESULTS OF OPERATIONS
  
  is primarily  due to the  inclusion in 1997  continuing  operations  of interest
  expense on $10.4  million of public debt which was  expected to be retired  with
  the net  proceeds  from the  sale of JPS  Automotive;  whereas  for  1996,  this
  interest   expense  was  allocated  to   discontinued   operations.   Loss  from
  discontinued  operations for 1996 represents the loss on disposal of Perfect Fit
  and the  operating  income of  Perfect  Fit and JPS  Automotive  which were sold
  during 1996. See Note 2 to the condensed  consolidated  financial statements for
  further  discussion.  The effective  income tax rate for  continuing  operations
  decreased to 39.6% for 1997 from 40.8% in 1996  primarily  due to a reduction in
  permanent  differences  and a slight  decrease in the effective state income tax
  rate.
  
         The extraordinary  loss on early  extinguishment of debt of approximately
  $42.6 million (net of income taxes of  approximately  $26.1 million)  relates to
  premium  and  consent  fee  payments,  the  write-off  of  debt  issuance  costs
  associated  with the early  extinguishment  of  approximately  $476.0 million of
  aggregate  principal  amount of debt in connection with the Refinancing Plan and
  other debt extinguishment during 1997. See Note 5 to the condensed  consolidated
  financial statements for further discussion.
  
  Liquidity and Capital Resources
  
         Liquidity and Capital Resources
  
         The Company's operating cash requirements  consist principally of working
  capital   requirements,   scheduled   payments  of  principal  and  interest  on
  outstanding  indebtedness  and capital  expenditures.  The Company believes that
  cash flow from operating activities,  cash on hand and periodic borrowings under
  revolving  credit  agreements,  if  necessary,  will be  adequate  to  meet  its
  operating cash  requirements.  The ability to meet  operating cash  requirements
  could  be  impaired  if  Foamex  L.P.  were to fail to  comply  with  any of the
  covenants   contained  in  its  credit   agreements  or   indentures   and  such
  noncompliance  was not  cured  by  Foamex  L.P.  or  waived  by the  lenders  or
  bondholders.  Foamex L.P. was in compliance  with such  covenants as of June 29,
  1997 and expects to be in compliance  with such  covenants  for the  foreseeable
  future.  The  ability of Foamex  L.P.  to make  distributions  to the Company is
  restricted by the terms of its existing financing agreements.
  
         Cash and cash  equivalents  decreased  $14.8 million  during 1997 to $7.4
  million at June 29, 1997 from $22.2  million at December 29, 1996  primarily due
  to $16.4 million of cash used for capital expenditures, $3.6 million of net cash
  used for  operating  activities  and $1.9  million cash used for the purchase of
  treasury stock offset by $6.1 million of cash provided from financing activities
  after  considering  the  decrease in  restricted  cash and $1.0  million of cash
  provided by the exercise of stock options.  The $6.1 million of cash provided by
  financing  activities  consisted of proceeds from long-term debt, revolving loan
  and short-term  borrowings of $502.8 million and the decrease of restricted cash
  of $12.1 million,  offset by the repayment of long-term debt of $450.0  million,
  and cash used for debt  issuance  costs of $14.7 million and premium and consent
  fee payments and other cash charges  associated  with the  Refinancing  Plan and
  other debt extinguishment of $44.1 million.  Cash flow from continuing operating
  activities  decreased $18.0 million to a use of $3.6 million of cash for 1997 as
  compared to cash provided of $14.4 million for 1996.  Cash flow from  continuing
  operating activities decreased for 1997 as compared to 1996 primarily due to the
  use of cash for operating assets offset by an increase of $5.2 million in income
  from continuing operations.
  
         Working capital increased $9.8 million for 1997 to $146.4 million at June
  29,  1997 from $136.6  million at December  29,  1996.  The  increase in working
  capital  is  primarily  due  to  improved   operating  results  from  continuing
  operations.  The net  operating  assets and  liabilities  (comprised of accounts
  receivable,  inventories and accounts payable) increased $20.6 million to $164.9
  million at June 29, 1997 from $144.3  million at December 29, 1996 primarily due
  to increases in accounts  receivable and  inventories and a decrease in accounts
  payable.  The increase in accounts receivable is primarily due to an increase in
  net  sales  for  June  1997 as  compared  to
  
                                         18
  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
  RESULTS OF OPERATIONS
  
  December  1996.  The increase in  inventories  is due to increased  sales during
  1997. The decrease is account payable is due to the timing of payments.
  
         During 1997,  the Company  spent  approximately  $16.4 million on capital
  expenditures and expects to maintain or reduce spending for capital expenditures
  for the foreseeable future since significant capital projects (e.g.
  the new Mexico City facility) are expected to be completed during 1997.
  
         As of June 29, 1997, there was approximately $49.0 million outstanding of
  revolving   credit   borrowings  under  the  New  Credit  Facility  with  unused
  availability of approximately $84.9 million. Borrowings by Foamex Canada Inc. as
  of June 29,  1997 were  approximately  $3.5  million  under a  revolving  credit
  agreement with unused availability of approximately $1.0 million.  Borrowings by
  Foamex Latin America,  Inc. as of June 29, 1997 were  approximately $0.5 million
  under a revolving  credit  agreement with unused  availability of  approximately
  $1.5 million.
  
         Interest Rate Swaps
  
         In connection with the Refinancing  Plan, Foamex L.P.'s existing interest
  rate swap agreements with a notional amount of $300.0 million were considered to
  be effectively  terminated  since the underlying  debt was  extinguished.  These
  interest  rate swap  agreements  had an estimated  fair value  liability of $8.2
  million  at  the  date  of  the  Refinancing  Plan  which  is  included  in  the
  extraordinary  loss  on the  early  extinguishment  of  debt.  In lieu of a cash
  payment  for the  estimated  fair  value  of the  existing  interest  rate  swap
  agreement,  Foamex L.P. entered into an amendment of the existing  interest rate
  swap  agreements  resulting in one interest rate swap  agreement with a notional
  amount of $150.0 million through June 2007.  Accordingly,  the $8.2 million fair
  value  liability has been recorded as a deferred  credit which will be amortized
  as a reduction of interest and debt issuance  expense on a  straight-line  basis
  over the life of the amended  interest  rate swap  agreement.  Under the amended
  interest rate swap agreement, Foamex L.P. is obligated to make fixed payments of
  5.75% per annum through December 1997 and variable  payments based on the higher
  of LIBOR at the  beginning  or the end of the  period for the  remainder  of the
  agreement, in exchange for fixed payments by the swap partner at 6.44% per annum
  for the life of the  agreement,  payable  semiannually  in arrears.  The amended
  interest rate swap agreement can be terminated by either party in June 2002, and
  annually thereafter, for a cash settlement based on the fair market value of the
  amended  interest rate swap  agreement.  Interest and debt  issuance  expense is
  subject to  fluctuations  in LIBOR during the term of the swap agreement  except
  during   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.  The  effect  of the  interest  rate  swaps  described  above was a
  favorable  adjustment to interest and debt issuance  expense of $0.8 million and
  $1.1  million for the  thirteen  week  periods  ended June 29, 1997 and June 30,
  1996,  respectively,  and $1.7 million and $1.9 million for the twenty-six  week
  periods ended June 29, 1997 and June 30, 1996, 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  have not had a material  adverse  effect on its
  operations,  financial position,  capital expenditures or competitive  position.
  The  amount  of  liabilities   recorded  by  the  Company  in  connection   with
  environmental  matters as of June 29, 1997 was  approximately  $4.2 million.  In
  addition,  as of June 29, 1997 the Company has net receivables of  approximately
  $1.0  million  for  indemnification  of  environmental  liabilities  from former
  owners,  net of a $1.0 million  allowance  relating to  potential  disagreements
  regarding  the scope of the  indemnification.  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, 
  
                                         19
  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
  RESULTS OF OPERATIONS
  
  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. Effective in January 1997, the Company's operations in Mexico became
  subject to highly  inflationary  accounting  for financial  reporting  purposes.
  Translation adjustments resulting from fluctuations in the exchange rate between
  the Mexican Peso and the U.S. dollar are included in the Company's  consolidated
  statement of  operations  as compared to  stockholders'  equity  (deficit).  The
  affect of translation  adjustments  on the 1997 results of operations  have been
  insignificant.
  
         The Company's automotive products 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.
  
         In  February  1997,  the  Financial  Accounting  Standards  Board  issued
  Statement of Financial  Accounting  Standards  ("SFAS") No. 128,  "Earnings  Per
  Share".  SFAS No. 128 specifies  new standards  designed to improve the earnings
  per share ("EPS")  information  provided in financial  statements by simplifying
  the existing computational guidelines, revising the disclosure requirements, and
  increasing the comparability of EPS data on an international  basis. Some of the
  changes made to simplify  the EPS  computations  include:  (i)  eliminating  the
  presentation  of primary EPS and replacing it with basic EPS, with the principal
  difference  being that common stock  equivalents are not considered in computing
  basic EPS, (ii)  eliminating  the modified  treasury  stock method and the three
  percent materiality provision and (iii) revising the contingent share provisions
  and the  supplemental  EPS data  requirements.  Under the provisions of SFAS No.
  128, the Company  would have  reported the following net loss earnings per share
  information:
  13 Week Periods Ended    26 Week Periods Ended
  
                                          June 29,     June 30,    June 29,      June 30,
                                           1997         1996        1997          1996
                                                  (thousands except per share data)
  Basic loss per share                     $(1.29)     $(1.25)     $(0.99)        $(1.00)
                                           ======      ======      ======         ====== 
  Weighted average shares outstanding      25,298      25,388      25,304         25,553
                                           ======      ======      ======         ====== 
  Fully diluted loss per share             $(1.26)     $(1.24)     $(0.96)        $(1.00)
                                           ======      ======      ======         ====== 
  Weighted average shares outstanding      25,872      25,667      26,128         25,694
                                           ======      ======      ======         ======
  20
  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 29, 1996 and in the Company's Quarterly Report on
             Form 10-Q for the fiscal quarter ended March 30, 1997.
  
             The  information  from  Notes 6 and 7 of the  condensed  consolidated
             financial  statements of the Company as of June 29, 1997  (unaudited)
             is incorporated herein by reference.
  
  Item 2.    Changes in Securities
  
             As part of the Refinancing Plan, Foamex L.P. solicited the consent of
             holders of the 9 1/2% senior  secured  notes due 2000, 11 1/4% senior
             notes due 2002, 11 7/8% senior  subordinated  debentures due 2004, 11
             7/8%  senior  subordinated  debentures  due 2004,  series B, and FJPS
             senior secured discount  debentures due 2004 ("Discount  Debentures")
             (collectively,  the "Notes") to certain  proposed  amendments  to the
             indentures  (collectively,  the "Indentures") governing each issue of
             Notes (the "Proposed  Amendments").  The Proposed  Amendments  became
             effective upon  consummation of the Refinancing Plan on June 12, 1997
             (except  in the  case of the  Proposed  Amendments  for the  Discount
             Debentures,  as all  of  the  outstanding  Discount  Debentures  were
             purchased  on  such  date),  and  (i)  eliminated  substantially  all
             restrictive covenants in the Indentures with respect to each issue of
             Notes, (ii) eliminated all events of default in the Indentures, other
             than nonpayment of principal of,  interest on, or redemption  payment
             with  respect  to, the Notes and  certain  bankruptcy  events,  (iii)
             removed certain  obligations in connection with the defeasance of the
             Notes, and (iv) with respect to the 11 1/4% senior notes due 2002 and
             9 1/2% senior  secured  notes due 2000  provided  for the granting of
             pari  passu  liens in the  collateral  for such  Notes  with  payment
             priority preserved for the holders of the Notes.
  
  Item 3.    Defaults Upon Senior Securities
  
             None.
  
  Item 4.    Submission of Matters to a Vote of Security Holders.
  
             a) The  Company's   Annual  Meeting  of  Stockholders   (the  "Annual
                Meeting") was held on May 22, 1997.
  
             b) Proxies  for  the  Annual  Meeting  were  solicited   pursuant  to
                Regulation  14 under  the  Securities  Exchange  Act of  1934,  as
                amended. There were no solicitations in opposition to management's
                nominees listed in the proxy statement. All of the nominees listed
                in the proxy statement were elected.
  
             c) The following matters were voted upon at the Annual Meeting:
  
                                         21
  1) The election of seven directors.  The number of votes cast for and
                withheld for each such nominee was as set forth below:
  
                Nominees                    For            Withheld
                Salvatore J. Bonanno     20,663,255        262,141
                Marshall S. Cogan        20,663,255        262,141
                Etienne Davignon         20,663,255        262,141
                Andrea Farace            20,663,255        262,141
                Robert J. Hay            20,663,255        262,141
                Stuart J. Hershon        20,663,255        262,141
                John V. Tunney           20,663,255        262,141
  
             2) Ratification   of  Coopers  &  Lybrand  L.L.P.  as  the  Company's
                independent accountants for the year ending December 28, 1997. The
                votes were as follows:
  
                      For                   Against                  Abstain
                   20,904,701                7,275                    13,420
  
             d) As part of the Refinancing Plan, Foamex L.P. solicited the consent
                of holders of Notes to the Proposed Amendments.  See Part II, Item
                2 above.  The vote on the Proposed  Amendments was conducted based
                on the  outstanding  principal  amount  of the  Notes  and  was as
                follows:
  Issue of Notes                                For             Against         Abstain
  9 1/2% senior secured notes due 2000     $ 99,770,000            $0              $0
  
                  11 1/4% senior notes due 2002            $130,085,000            $0              $0
  
                  11 7/8% senior subordinated
                     debentures due 2004                   $105,482,000            $0              $0
  
                  11 7/8% senior subordinated
                     discount debentures due 2004          $  6,955,000            $0              $0
  
                  Discount Debentures                      $116,745,000            $0              $0
  Item 5.    Other Information
  
             None.
  
  Item 6.    Exhibits and Reports on Form 8-K
  
             (a)   Exhibits:
  3.1(a)              -    Certificate of Limited Partnership of Foamex L.P.
  3.2.1(a)            -    Fourth  Amended  and  Restated   Agreement  of  Limited
                           Partnership  of Foamex  L.P.,  dated as of December 14,
                           1993,  by and among  FMXI and Trace  Foam,  as  general
                           partners,  and  Foamex  International,   as  a  limited
                           partner (the "Partnership Agreement").
  3.2.2(b)            -    First  Amendment to the  Partnership  Agreement,  dated
                           June 28, 1994.
  3.3(a)              -    Certificate of Incorporation of FMXI.
  3.4(a)              -    By-laws of FMXI.
  3.5(k)              -    Certificate   of   Incorporation   of  Foamex   Capital
                           Corporation.
  3.6(k)              -    By-laws of Foamex Capital Corporation.
  3.7(g)              -    Certificate   of    Incorporation   of   General   Felt
                           Industries, Inc.
  3.8(g)              -    By-laws of General Felt Industries, Inc.
  3.9(q)              -    Certificate of Incorporation of Foamex Fibers, Inc.
  
                                         22
  3.10(q)             -    By-laws of Foamex Fibers, Inc.
  4.1.1(d)            -    Indenture,  dated as of June  12,  1997,  by and  among
                           Foamex L.P., Foamex Capital Corporation, the Subsidiary
                           Guarantors  and  The  Bank  of New  York,  as  Trustee,
                           relating  to  $150,000,000  principal  amount of 9 7/8%
                           Senior Subordinated Notes due 2007,  including the form
                           of Senior Subordinated Note and Subsidiary Guarantee.
  4.1.2(d)            -    Registration  Rights  Agreement,  dated  as of June 12,
                           1997,  by  and  among  Foamex  L.P.,   Foamex   Capital
                           Corporation,  General  Felt  Industries,  Inc.,  Foamex
                           Fibers, Inc. and all future direct or indirect domestic
                           subsidiaries   of  Foamex   L.P.   or  Foamex   Capital
                           Corporation,   and   Donaldson,   Lufkin   &   Jenrette
                           Securities  Corporation,   Salomon  Brothers  Inc.  and
                           Scotia Capital Markets, as Initial Purchasers.
  4.2.1(e)            -    Indenture,  dated as of June 3, 1993, among Foamex L.P.
                           and Foamex  Capital  Corporation,  as joint and several
                           obligors, General Felt Industries,  Inc., 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 the form
                           of Senior Secured Notes.
  4.2.2(a)            -    First Supplemental Indenture,  dated as of November 18,
                           1993, among Foamex  International  and FCC, as Issuers,
                           General  Felt  and  Perfect  Fit,  as  Guarantors   and
                           Shawmut,  as trustee,  relating  to the Senior  Secured
                           Notes.
  4.2.3(a)            -    Second Supplemental Indenture, dated as of December 14,
                           1993,  among  Foamex L.P.  and FCC, as Issuers,  Foamex
                           International,   General   Felt  and  Perfect  Fit,  as
                           Guarantors  and  Shawmut,  as trustee,  relating to the
                           Senior Secured Notes.
  4.2.4(f)            -    Third  Supplemental  Indenture,  dated as of  August 1,
                           1996,  by and among  Foamex  L.P.  and FCC, as Issuers,
                           Foamex  International,  as  parent  guarantor,  General
                           Felt,  as  guarantor,   Perfect  Fit,  as   withdrawing
                           guarantor,   and  Fleet  National  Bank  ("Fleet"),  as
                           trustee, relating to the Senior Secured Notes.
  4.2.5(c)            -    Fourth  Supplemental  Indenture,  dated  as of May  28,
                           1997, by and among Foamex and FCC, as Issuers,  FII, as
                           Parent  Guarantor,  General  Felt,  as  Guarantor,  and
                           Fleet, as trustee.
  4.2.6(e)            -    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.
  4.2.7(q)            -    Amendment  No.  1  to  Company   (Foamex  L.P.)  Pledge
                           Agreement, dated June 12, 1997.
  4.2.8(e)            -    Company Pledge Agreement,  dated as of June 3, 1993, by
                           FCC in favor of Shawmut,  as trustee for the holders of
                           the Senior Secured Notes.
  4.2.9(q)            -    Amendment  No. 1 to  Company  (FCC)  Pledge  Agreement,
                           dated June 12, 1997.
  4.2.10(e)           -    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.
  4.2.11(q)           -    Amendment No. 1 to Subsidiary  (GFI) Pledge  Agreement,
                           dated June 12, 1997.
  4.2.12(e)           -    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.
  4.2.13(q)           -    Amendment No. 1 to Company  Security  Agreement,  dated
                           June 12, 1997 (Foamex L.P. and FCC).
  4.2.14(e)           -    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.
  4.2.15(q)           -    Amendment No. 1 to Subsidiary Security Agreement, dated
                           June 12, 1997 (General Felt).
  4.2.16(e)           -    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.
  4.2.17(q)           -    Amendment No. 1 to Collateral Assignment of Patents and
                           Trademarks (Foamex L.P.), dated June 12, 1997.
  4.2.18(e)           -    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.
  4.2.19(q)           -    Amendment No. 1 to Collateral Assignment of Patents and
                           Trademarks (FCC), dated June 12, 1997.
  4.2.20(e)           -    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.
  
                                         23
  4.2.21(q)           -    Amendment No.1 to Collateral  Assignment of Patents and
                           Trademarks (GFI), dated June 12, 1997.
  4.2.22(q)           -    Amended and Restated Receivables Security Agreement, by
                           and among Fleet National  Bank,  Citicorp USA, Inc. and
                           The Bank of Nova Scotia, dated as of June 12, 1997.
  4.2.23(q)           -    Intercreditor  Agreement  by and among  Fleet  National
                           Bank, Citicorp,  USA, Inc. and the Bank of Nova Scotia,
                           dated as of June 12, 1997 (re: Senior Secured Notes).
  4.3.1(g)            -    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
                           113% Senior  Notes due 2002,  including  form of Senior
                           Note.
  4.3.2(h)            -    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.
  4.3.3(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.
  4.3.4(a)            -    Third Supplemental Indenture,  dated as of December 14,
                           1993,  among  Foamex L.P.  and FCC, as Issuers,  Foamex
                           International,   General   Felt  and  Perfect  Fit,  as
                           Guarantors   and  Shawmut   Connecticut,   as  trustee,
                           relating to the Senior Notes.
  4.3.5(i)            -    Fourth Supplemental Indenture,  dated as of October 31,
                           1994,  among  Foamex L.P.  and FCC as  Issuers,  Foamex
                           International  as Parent  Guarantor,  General  Felt and
                           Perfect Fit, as Guarantors and Shawmut Connecticut,  as
                           Trustee, relating to the Senior Notes.
  4.3.6(j)            -    Fifth  Supplemental  Indenture,  dated as of  August 1,
                           1996,  by and among  Foamex  L.P.  and FCC, as issuers,
                           Foamex International as Parent Guarantor, General Felt,
                           as guarantors,  Perfect Fit, as withdrawing  guarantor,
                           and Fleet  National  Bank, as trustee,  relating to the
                           Senior Notes.
  4.3.7(c)            -    Sixth Supplemental Indenture, dated as of May 28, 1997,
                           by  and  among  Foamex  and  FCC,  as  Issuers,  Foamex
                           International,  as Parent Guarantor, GFI, as Guarantor,
                           and Fleet, as Trustee.
  4.3.8(q)            -    Intercreditor  Agreement  by and among  Fleet  National
                           Bank,  Citicorp  USA, Inc. and The Bank of Nova Scotia,
                           dated as of June 12, 1997 (re: Senior Notes).
  4.4.1(g)            -    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.
  4.4.2(h)            -    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.
  4.4.3(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.
  4.4.4(e)            -    Third Supplemental Indenture,  dated as of December 14,
                           1993,  among  Foamex L.P.  and FCC, as Issuers,  Foamex
                           International,   General   Felt  and  Perfect  Fit,  as
                           Guarantors  and  Shawmut,  as trustee,  relating to the
                           Senior Subordinated Debentures.
  4.4.5(j)            -    Fourth  Supplemental  Indenture,  dated as of August 1,
                           1996,  among  Foamex L.P.  and FCC, as Issuers,  Foamex
                           International,  as Parent  Guarantor,  General Felt, as
                           Guarantor,  Perfect Fit, as withdrawing guarantor,  and
                           Fleet, as trustee,  relating to the Senior Subordinated
                           Debentures.
  4.4.6(c)            -    Fifth Supplemental Indenture, dated as of May 29, 1997,
                           by  and  among  Foamex  and  FCC,  as  Issuers,  Foamex
                           International,  as Parent  Guarantor,  General Felt, as
                           Guarantor, and Fleet, as Trustee.
  4.5(d)              -    Credit  Agreement,  dated as of June 12,  1997,  by and
                           among Foamex L.P., General Felt Industries, Inc., Trace
                           Foam Company,  Inc., FMXI, Inc., the institutions  from
                           time to time party thereto as lenders, the institutions
                           from time to time party thereto as issuing  banks,  and
                           Citicorp  USA  Inc.  and The  Bank of Nova  Scotia,  as
                           Administrative Agents.
                                         24
  4.6(j)              -    Commitment letter, dated July 9, 1996, from The Bank of
                           Nova Scotia to Foamex Canada Inc.
  4.7(a)              -    Subordinated  Promissory Note, dated as of May 6, 1993,
                           in the original principal amount of $7,014,864 executed
                           by Foamex L.P. to John Rallis ("Rallis").
  4.8(a)              -    Marely Loan Commitment Agreement,  dated as of December
                           14,  1993,  by and  between  Foamex  International  and
                           Marely s.a. ("Marely").
  4.9(a)              -    DLJ Loan Commitment Agreement, dated as of December 14,
                           1993,  by and  between  Foamex  International  and  DLJ
                           Funding, Inc. ("DLJ Funding").
  4.10(q)             -    Promissory  Note, dated June 12, 1997, in the aggregate
                           principal  amount  of  $5,000,000,  executed  by  Trace
                           Holdings to Foamex L.P.
  4.10.1(q)           -    Promissory  Note, dated June 12, 1997, in the aggregate
                           principal  amount  of  $4,794,828,  executed  by  Trace
                           Holdings to Foamex L.P.
  10.1.1(q)           -    Amendment  to  Master  Agreement,  dated  as of June 5,
                           1997, between Citibank, N.A. and Foamex.
  10.1.2(q)           -    Amended  confirmation,  dated  as  of  June  13,  1997,
                           between Citibank, N.A. and Foamex.
  10.2(h)             -    Reimbursement  Agreement,  dated as of March 23,  1993,
                           between Trace Holdings and General Felt.
  10.3(h)             -    Shareholder  Agreement,  dated December 31, 1992, among
                           Recticel,  s.a.  ("Recticel"),  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.
  10.4.1(k)           -    Asset Transfer Agreement,  dated as of October 2, 1990,
                           between Trace  Holdings and the Foamex L.P. (the "Trace
                           Holdings Asset Transfer Agreement").
  10.4.2(k)           -    First Amendment,  dated as of December 19, 1991, to the
                           Trace Holdings Asset Transfer Agreement.
  10.4.3(k)           -    Amended and Restated Guaranty, dated as of December 19,
                           1991, made by Trace Foam in favor of Foamex L.P.
  10.5.1(k)           -    Asset Transfer Agreement,  dated as of October 2, 1990,
                           between  RFC and Foamex L.P.  (the "RFC Asset  Transfer
                           Agreement").
  10.5.2(k)           -    First Amendment,  dated as of December 19, 1991, to the
                           RFC Asset Transfer Agreement.
  10.5.3(k)           -    Schedule 5.03 to the RFC Asset Transfer  Agreement (the
                           "5.03 Protocol").
  10.5.4(h)           -    The 5.03  Protocol  Assumption  Agreement,  dated as of
                           October 13, 1992, between RFC and Foamex L.P.
  10.5.5(h)           -    Letter  Agreement  between Trace  Holdings and Recticel
                           regarding the Recticel  Guaranty,  dated as of July 22,
                           1992.
  10.6(l)             -    Supply Agreement,  dated June 28, 1994,  between Foamex
                           L.P. and Foamex International.
  10.7.1(l)           -    First Amended and Restated Tax Sharing Agreement, dated
                           as of December 14, 1993, among Foamex L.P., Trace Foam,
                           FMXI and Foamex International.
  10.7.2(d)           -    First  Amendment  to Amended and  Restated  Tax Sharing
                           Agreement of Foamex L.P., dated as of June 12, 1997, by
                           and among Foamex L.P., Foamex International Inc., FMXI,
                           Inc. and Trace Foam Company, Inc.
  10.8.1(m)           -    Tax  Distribution   Advance  Agreement,   dated  as  of
                           December  11,  1996,  by and between  Foamex  L.P.  and
                           Foamex-JPS Automotive L.P.
  10.8.2(d)           -    Amendment No. 1 to Tax Distribution  Advance Agreement,
                           dated  as of  June  12,  1997,  by and  between  Foamex
                           International and Foamex L.P.
  10.9.1(h)           -    Trace Foam Management Agreement between Foamex L.P. and
                           Trace Foam, dated as of October 13, 1992.
  10.9.2(l)           -    Affirmation Agreement re: Management  Agreement,  dated
                           as of December 14, 1993  between  Foamex L.P. and Trace
                           Foam.
  10.9.3(d)           -    First  Amendment to Management  Agreement,  dated as of
                           June 12,  1997,  by and between  Foamex L.P.  and Trace
                           Foam.
  10.10.1(k)          -    Salaried    Incentive   Plan   of   Foamex   L.P.   and
                           Subsidiaries.
  10.10.2(k)          -    Trace Holdings 1987 Nonqualified Stock Option Plan.
  10.10.3(k)          -    Equity Growth Participation Program.
  10.10.4(k)(o)       -    General  Felt  Industries,  Inc.  Retirement  Plan  for
                           Salaried Employees, effective as of January 1, 1995.
  
                                         25
  10.10.5(e)(o)       -    Foamex L.P. Salaried Retirement Plan (formerly known as
                           the  Foamex  L.P.  Products,   Inc.  Salaried  Employee
                           Retirement Plan), as amended, effective July 1, 1994.
  10.10.6(n)          -    Foamex/General  Felt 401(k)  Savings Plan dated July 1,
                           1995.
  10.10.7(a)          -    Foamex International's 1993 Stock Option Plan.
  10.10.8(a)          -    Foamex     International's     Non-Employee    Director
                           Compensation Plan.
  10.11.1(o)          -    Employment Agreement,  dated as of February 1, 1994, by
                           and between Foamex L.P. and William H. Bundy.
  10.11.2(r)          -    Employment Agreement, dated as of July 26, 1995, by and
                           between Foamex L.P. and Salvatore J. Bonanno.
  10.12(a)            -    Warrant  Exchange  Agreement,  dated as of December 14,
                           1993, by and between Foamex International and Marely.
  10.13(a)            -    Warrant  Exchange  Agreement,  dated as of December 14,
                           1993,  by and  between  Foamex  International  and  DLJ
                           Funding.
  10.14(o)            -    Stock  Purchase  Agreement,  dated as of  December  23,
                           1993,  by  and  among   Transformacion   de  Espumas  y
                           Fieltros,  S.A.,  the  stockholders  which are  parties
                           thereto, and Foamex L.P.
  10.15.1(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.
  10.15.2(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.
  10.15.3(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  herein,  Trace
                           Holdings and Trace Foam.
  10.15.4(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.
  10.15.5(a)          -    Registration Rights Agreement, dated as of December 14,
                           1993, by and between the Company and Trace Foam.
  10.15.6(a)          -    Registration Rights Agreement, dated as of December 14,
                           1993, by and between the Company and Trace Holdings.
  10.16(k)            -    Warrant  Agreement,  dated as of June 29, 1994, between
                           the Company and Shawmut.
  10.17.1(p)          -    Aircraft  Purchase  Agreement,  dated as of August  22,
                           1995,  by and  between  Trace  Aviation  Corp.  ("Trace
                           Aviation")   and   Foamex   Aviation   Inc.    ("Foamex
                           Aviation").
  10.17.2(p)          -    Aircraft Sale, Lease and Operating Agreement,  dated as
                           of August 22, 1995, by and between  Trace  Aviation and
                           Trace Holdings.
  10.17.3(p)          -    Assumption/Aircraft  Security  Agreement,  dated  as of
                           August 22, 1995, by and between Foamex Aviation and the
                           CIT Group/Equipment Financing, Inc. ("CIT Group").
  10.17.4(p)          -    Collateral  Assignment of Aircraft  Leases and Aircraft
                           Use  Agreements,  dated as of August 22,  1995,  by and
                           between Foamex Aviation and CIT Group.
  10.17.5(p)          -    Guaranty by the Company in favor of CIT Group, dated as
                           of August 22, 1995.
  10.17.6(p)          -    Aviation  Guaranty  Indemnity  Agreement,  dated  as of
                           August 22,  1995,  by and between the Company and Trace
                           Holdings.
  10.18.1             -    Equity Purchase Agreement, dated as of August 28, 1996,
                           by and among  JPSGP  Inc.,  FJPS,  and Collins & Aikman
                           Products Co.
  10.18.2             -    Amendment No. 1 to Equity  Purchase  Agreement,  by and
                           among  JPSGP  Inc.,  FJPS,  the Company and Collins and
                           Aikman Products Co., dated as of December 11, 1996.
  27                  -    Financial Data Schedule.
  ---------------------------------
  (a)  Incorporated  herein by reference to the Exhibit to Foamex  International's
       Registration Statement on Form S-1, Registration No. 33-69606.
  
  (b)  Incorporated  herein by reference to the Exhibit to the Form 10-K of Foamex
       L.P. for the fiscal year ended January 1, 1995.
  
                                         26
  (c)  Incorporated  herein by reference  to the Exhibit to the Current  Report on
       Form 8-K of Foamex L.P. reporting an event that occurred May 29, 1997.
  
  (d)  Incorporated  herein by reference  to the Exhibit to the Current  Report on
       Form 8-K of Foamex L.P. reporting an event that occurred June 12, 1997.
  
  (e)  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.
  
  (f)  Incorporated  herein by reference to the Exhibit to the Form 10-Q of Foamex
       L.P. for the quarterly period ended June 30, 1996.
  
  (g)  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.
  
  (h)  Incorporated  herein by reference to the Exhibit to the Form 10-K of Foamex
       International for fiscal 1994.
  
  (i)  Incorporated  herein by reference to the Exhibit to the Form 10-Q of Foamex
       L.P. for the quarterly period ended September 30, 1996.
  
  (j)  Incorporated  herein by reference to the Exhibit to the Form 10-K Statement
       of Foamex L.P. and FCC for fiscal 1992.
  
  (k)  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.
  
  (l)  Incorporated  herein  by  reference  to the  Exhibit  to  the  Registration
       Statement of FJPS, FJCC and Foamex International on Form S-4,  Registration
       No. 33-82028.
  
  (m)  Incorporated  herein by  reference  to the Exhibit to the Annual  Report on
       Form 10-K of Foamex L.P. for the fiscal year ended December 29, 1996.
  
  (n)  Incorporated  herein by reference to the Exhibit to the Form 10-Q of Foamex
       L.P. for the quarterly period ended July 2, 1995.
  
  (o)  Incorporated  herein by reference to the Exhibit to the Form 10-K of Foamex
       International for fiscal 1993.
  
  (p)  Incorporated herein by reference to the Exhibit to Form 10-Q of the Company
       for the quarterly period ended October 1, 1995.
  
  (q)  Incorporated  herein  by  reference  to the  Exhibit  in  the  Registration
       Statement of Foamex L.P. on Form S-4, Registration No. 333-30291
  
  (r)  Incorporated herein by reference to the Exhibit to Form 10-K of Foamex L.P.
       for the fiscal year ended December 31, 1995.
  
                                         27
  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 May 28, 1997.
  
                 Form 8-K reporting an event that occurred on June 12, 1997.
  
                                         28
  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: August 13, 1997                     By:/s/ Kenneth R. Fuette
                                            Kenneth R. Fuette
                                            Chief Financial Officer
  
                                         29