content: SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                 ------------------
  
                                      FORM 10-Q
  
                  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934
  
                  For the quarterly period ended September 29, 1996
  
                    Commission file numbers 33-82028; 33-82028-01
  
                             FOAMEX-JPS AUTOMOTIVE L.P.
                           FOAMEX-JPS CAPITAL CORPORATION
               (Exact name of registrant as specified in its charter)
  
       Delaware                                              13-3770906
       Delaware                                              13-3770901
  (State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                         Identification Number)
  
  
  1000 Columbia Avenue
  Linwood, PA                                                  19061
  (Address of principal                                      (Zip Code)
  executive offices)
  
  Registrant's telephone number, including area code (610) 859-3000
  
  Indicate  by check mark  whether  the  registrants  (1) have  filed all  reports
  required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
  1934  during  the  preceding  12 months  (or for such  shorter  period  that the
  registrant was required to file such reports), and (2) have been subject to such
  filing requirements for the past 90 days.
  YES  X    NO
  
  Foamex-JPS  Capital  Corporation  meets  the  conditions  set  forth in  General
  Instruction  H (1) (a) and (b) of Form 10-Q and is  therefore  filing  this form
  with the reduced disclosure format.
  
  The  number  of  shares  of  Foamex-JPS  Capital   Corporation's   common  stock
  outstanding as of November 1, 1996 was 1,000.
  
                                    Page 1 of 22
                            Exhibit List on Page 14 of 22
  
  <PAGE>
  
                             FOAMEX-JPS AUTOMOTIVE L.P.
                           FOAMEX-JPS CAPITAL CORPORATION
  
                                        INDEX
                                                                          Page
  
  Part I. Financial Information:
  
       Item 1. Financial Statements
  
            Foamex-JPS Automotive L.P.
  
            Condensed  Consolidated  Balance Sheets as of 
            September 29, 1996 and December 31, 1995                       3
  
            Condensed  Consolidated   Statements  of  Operations  -
            Thirteen  Week  and  Thirty-Nine   Week  Periods  Ended
            September 29, 1996 and October 1, 1995                         4
  
            Condensed  Consolidated  Statements  of  Cash  Flows  -
            Thirty-Nine  Week Periods Ended  September 29, 1996 and
            October 1, 1995                                                5
  
            Notes to Condensed Consolidated Financial Statements           6
  
            Foamex-JPS Capital Corporation
  
            Balance  Sheets as of  September  29, 1996 and 
            December 31, 1995                                              9
  
            Notes to Balance Sheets                                       10
  
       Item 2.  Management's  Discussion  and Analysis of Financial
                Condition and Results of Operations                       11
  
  Part II. Other Information                                              14
  
            Exhibit List                                                  14
  
            Signatures                                                    22
  
                                          2
  
  <PAGE>
  
  PART I.  FINANCIAL INFORMATION
  ITEM 1.  FINANCIAL STATEMENTS
  
                      FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
                  CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
  <TABLE>
  <CAPTION>
                                                          September 29,        December 31,
                                                              1996                 1995
                                                                     (thousands)
  ASSETS
  <S>                                                       <C>                 <C>      
  CASH                                                      $       2           $       2
  
  OTHER CURRENT ASSETS                                              3                  --
  
  INVESTMENT IN UNCONSOLIDATED
        LIMITED PARTNERSHIPS                                   36,643             141,298
  
  DEBT ISSUANCE COSTS, NET                                      3,814               4,067
                                                            ---------           ---------
  
  TOTAL ASSETS                                              $  40,462           $ 145,367
                                                            =========           =========
  
  LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
  
  INTERCOMPANY PAYABLE                                      $      75           $      58
  
  LONG-TERM DEBT - EQUITY AFFILIATE                            49,854              44,444
  
  LONG-TERM DEBT                                               78,178              70,381
                                                            ---------           ---------
  
  TOTAL LIABILITIES                                           128,107             114,883
                                                            ---------           ---------
  
  COMMITMENTS AND CONTINGENCIES                                    --                  --
                                                            ---------           ---------
  
  PARTNERS' EQUITY (DEFICIT):
        General partner                                          (771)                410
        Limited partner                                       (72,567)             44,382
        Other                                                 (14,307)            (14,308)
                                                            ---------           ---------
        Total Partners' Equity (Deficit)                      (87,645)             30,484
                                                            ---------           ---------
  
  TOTAL LIABILITIES AND PARTNERS' EQUITY (DEFICIT)          $  40,462           $ 145,367
                                                            =========           =========
  </TABLE>
  
            The accompanying notes are an integral part of the condensed
                         consolidated financial statements.
  
                                          3
  
  <PAGE>
  
                      FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
             CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
  <TABLE>
  <CAPTION>
  
                                                      13 Week Periods Ended                 39 Week Periods Ended
                                                 September 29,        October 1,       September 29,         October 1,
                                                     1996                1995              1996                  1995
                                                                               (thousands)
  
  <S>                                             <C>                 <C>                 <C>                 <C>      
  INTEREST AND DEBT ISSUANCE EXPENSE              $   2,455           $   2,117           $   7,045           $   5,987
  
  OTHER EXPENSE                                           2                  16                  14                  20
                                                  ---------           ---------           ---------           ---------
  
  LOSS BEFORE EQUITY IN EARNINGS OF
     UNCONSOLIDATED LIMITED PARTNERSHIPS             (2,457)             (2,132)             (7,059)             (6,007)
  
  EQUITY IN EARNINGS OF UNCONSOLIDATED
     LIMITED PARTNERSHIPS                            11,216               5,110              33,919              19,137
                                                  ---------           ---------           ---------           ---------
  
  INCOME FROM CONTINUING OPERATIONS                   8,759               2,978              26,860              13,130
                                                  ---------           ---------           ---------           ---------
  
  DISCONTINUED OPERATIONS:
  
  OPERATING LOSS FROM DISCONTINUED 
     OPERATIONS                                        (373)               (355)             (1,114)             (1,096)
  
  EQUITY IN INCOME (LOSS) FROM
     DISCONTINUED OPERATIONS                       (104,541)                476            (139,740)              7,694
                                                  ---------           ---------           ---------           ---------
  
  INCOME (LOSS) FROM DISCONTINUED
     OPERATIONS                                    (104,914)                121            (140,854)              6,598
                                                  ---------           ---------           ---------           ---------
  
  INCOME (LOSS) BEFORE EXTRAORDINARY
     LOSS                                           (96,155)              3,099            (113,994)             19,728
  
  EQUITY IN EXTRAORDINARY LOSS ON
     EARLY EXTINGUISHMENT OF DEBT                      (659)                 --                (659)                 --
                                                  ---------           ---------           ---------           ---------
  
  NET INCOME (LOSS)                               $ (96,814)          $   3,099           $(114,653)          $  19,728
                                                  =========           =========           =========           =========
  </TABLE>
  
            The accompanying notes are an integral part of the condensed
                         consolidated financial statements.
  
                                          4
  
  <PAGE>
  
                      FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
  <TABLE>
  <CAPTION>
  
                                                                            39 Week Periods Ended
                                                                       September 29,       October 1,
                                                                            1996               1995
                                                                                  (thousands)
  <S>                                                                   <C>                 <C>      
  OPERATING ACTIVITIES:
     Net income (loss)                                                  $(114,653)          $  19,728
     Adjustments to reconcile net income to net cash
         provided by operating activities:
     Amortization of debt issuance costs and debt discount                  8,159               7,083
     Equity in earnings of unconsolidated limited partnerships            (33,919)            (19,137)
     Equity in (income) loss from discontinued operations                 139,740              (7,694)
     Equity in extraordinary loss                                             659                  --
     Change in other assets and liabilities, net                               14                  20
                                                                        ---------           ---------
  
         Net cash provided by operating activities                             --                  --
                                                                        ---------           ---------
  
  INVESTING ACTIVITIES:
  
     Cash distributions from unconsolidated subsidiaries                    3,477               2,329
                                                                        ---------           ---------
  
         Net cash provided by investing activities                          3,477               2,329
                                                                        ---------           ---------
  
  FINANCING ACTIVITIES:
  
     Cash distributions to partners                                        (3,477)             (2,329)
                                                                        ---------           ---------
  
         Net cash used for financing activities                            (3,477)             (2,329)
                                                                        ---------           ---------
  
  NET INCREASE IN CASH                                                         --                  --
  
  CASH AT BEGINNING OF PERIOD                                                   2                   2
                                                                        ---------           ---------
  
  CASH AT END OF PERIOD                                                 $       2           $       2
                                                                        =========           =========
  
  </TABLE>
  
  
            The accompanying notes are an integral part of the condensed
                         consolidated financial statements.
  
                                          5
  
  <PAGE>
  
                      FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  1.   ORGANIZATION AND BASIS OF PRESENTATION
  
     The  condensed  consolidated  balance  sheet as of December 31, 1995 has been
  condensed from the audited  consolidated balance sheet at that date and restated
  for  discontinued  operations  (see Note 2 below).  The  condensed  consolidated
  balance sheet as of September 29, 1996, the condensed consolidated statements of
  operations  for the thirteen and  thirty-nine  week periods ended  September 29,
  1996 and October 1, 1995,  and the  condensed  consolidated  statements  of cash
  flows for the  thirty-nine  week periods ended September 29, 1996 and October 1,
  1995 have been prepared by Foamex-JPS  Automotive  L.P. and subsidiary  ("FJPS")
  and have not been audited by FJPS's independent accountants. Also, the condensed
  consolidated statements of operations for the thirteen week and thirty-nine week
  periods ended October 1, 1995 and the condensed  consolidated  statement of cash
  flows for the  thirty-nine  week period ended October 1, 1995 have been restated
  for  discontinued  operations (see Note 2 below).  In the opinion of management,
  all adjustments,  consisting only of normally recurring adjustments,  considered
  necessary  for a fair  presentation  of  the  consolidated  financial  position,
  results of operations and cash flows have been included.
  
     On August 28, 1996,  FJPS  entered into an agreement to sell its  partnership
  interests in JPS Automotive L.P. ("JPS Automotive") to a subsidiary of Collins &
  Aikman Corporation.  On August 1, 1996, Foamex L.P.  consummated the sale of the
  outstanding  common  stock of Perfect  Fit  Industries,  Inc.  ("Perfect  Fit").
  Accordingly,   the  accompanying  condensed  consolidated  financial  statements
  reflects JPS Automotive and Perfect Fit as discontinued  operations.  See Note 2
  below for further discussion.
  
     Certain  information and note disclosures  normally included in the financial
  statements prepared in accordance with generally accepted accounting  principles
  have been omitted in accordance with the rules and regulations of the Securities
  and Exchange  Commission.  These  condensed  consolidated  financial  statements
  should be read in conjunction FJPS's 1995 consolidated  financial statements and
  notes  thereto as set forth in FJPS's  Annual Report on Form 10-K for the fiscal
  year  ended  December  31,  1995.  In  addition,  these  condensed  consolidated
  financial  statements  should be read in conjunction  with Foamex L.P.'s and JPS
  Automotive's  condensed  consolidated  financial statements and notes thereto as
  set forth in its respective  Form 10-Q for the quarterly  period ended September
  29, 1996 as filed with the Securities and Exchange Commission.
  
     FJPS's   condensed   consolidated   financial   statements   consist  of  the
  consolidated   results  of  operations  of  FJPS,   including  its  wholly-owned
  subsidiary Foamex-JPS Capital Corporation ("FJCC"),  and its 98% equity interest
  in Foamex L.P. and its 99% equity  interest in JPS  Automotive.  FJPS's share of
  earnings of these unconsolidated  limited partnerships is reflected in income as
  earned  and   distributions   will  be  credited   against  the   investment  in
  unconsolidated  limited  partnerships  when  received.  FJPS has no employees or
  operations of its own nor do its partners incur any expenses on its behalf.
  
  2.   DISCONTINUED OPERATIONS
  
     On August 28, 1996,  FJPS  entered into an agreement to sell its  partnership
  interests in JPS Automotive to a subsidiary of Collins & Aikman  Corporation for
  $220.0 million,  subject to final adjustments,  which includes the assumption of
  JPS  Automotive's  long-term  debt.  FJPS has  recorded  a loss on  disposal  of
  discontinued  operations  of  approximately  $99.1 million  including  equity of
  earnings of unconsolidated  limited  partnership of $0.1 million for the thirty-
  nine  week  period  ended  September  29,  1996  relating  to  the  sale  of JPS
  Automotive. For the thirty-nine week period ended October 1, 1995, the equity in
  income from discontinued operations amounted to approximately $8.3 million. FJPS
  expects the sale of JPS Automotive to be consummated prior to December 29, 1996.
  
                                          6
  
  <PAGE>
  
                      FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  2.   DISCONTINUED OPERATIONS (continued)
  
     On August 1, 1996, Foamex L.P.  completed the sale of the outstanding  common
  stock of Perfect Fit, a wholly-owned  subsidiary of Foamex L.P., for an adjusted
  sale price of approximately $45.4 million, subject to post-closing  adjustments.
  Foamex  L.P.  has  recorded a loss on  disposal of  discontinued  operations  of
  approximately  $41.5 million including equity in loss of unconsolidated  limited
  partnership of approximately  $1.0 million for the thirty-nine week period ended
  September 29, 1996 relating to the sale of Perfect Fit.  Foamex L.P.  provided a
  valuation  allowance  for the capital  loss  relating to the sale of Perfect Fit
  since it expects that its future  capital  gain taxable  income will more likely
  not be  sufficient  to fully  recognize  the deferred tax asset  relating to the
  capital loss carryforward.
  
  
                                          7
  
  <PAGE>
  
                      FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  
  3.   SUMMARIZED FINANCIAL INFORMATION OF EQUITY AFFILIATE
  
     The following table presents summarized financial  information of Foamex L.P.
  (98% owned) which is accounted for by the equity method as of September 29, 1996
  and December 31, 1995 and for the thirteen and  thirty-nine  week periods  ended
  September 29, 1996 and October 1, 1995.
  
  Foamex L.P.(1)                      September 29,     December 31,
                                          1996              1995
                                                (thousands)
  Current assets                        $303,298          $226,274
  Noncurrent assets                      289,623           381,541
  Current liabilities                    184,111           159,856
  Noncurrent liabilities                 432,853           460,519
  Note receivable from partner            49,854            44,444
  
                                          8
  
  <PAGE>
  
                      FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  3.   SUMMARIZED FINANCIAL INFORMATION OF EQUITY AFFILIATE (continued)
  
  Thirteen Week Period Ended:              September 29,          October 1,
                                               1996                  1995
  
  Net sales                                  $ 236,766           $ 217,036
  Gross profit                                  39,960              30,809
  Income from continuing operations             11,445               5,214
  Loss from discontinued operations             (1,989)               (142)
  Net income                                     8,784               5,072
  
  Thirty-Nine Week Period Ended:
  
  Net sales                                  $ 696,344           $ 651,928
  Gross profit                                 114,158              96,671
  Income from continuing operations             34,611              19,528
  Loss from discontinued operations            (41,516)               (640)
  Net income (loss)                             (7,577)             18,888
  
  (1) In April 1996,  Foamex  International  Inc.  contributed  the foam  products
  operations of Foamex Latin America,  Inc. ("Latin America") to FJPS (99%) and to
  FJGP Inc.  (1%) who then  contributed  its  investment in Latin America to FJPS.
  FJPS  subsequently  contributed  its 100%  investment in Latin America to Foamex
  L.P. The  contribution  was  accounted  for in a manner  similar to a pooling of
  interests since the entities are under common control.  Accordingly, all periods
  presented  have been restated to reflect the financial  condition and results of
  operations of Latin America.  Also, on August 1, 1996, Foamex L.P. completed the
  sale  of  Perfect  Fit,  accordingly,   the  condensed   consolidated  financial
  information  presented above has been restated for  discontinued  operations and
  includes the net loss associated with the sale of Perfect Fit.
  
  4.   SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  
                                                   39 Week Periods Ended
                                                September 29,     October 1,
                                                    1996              1995
                                                         (thousands)
  Noncash items:
      Accretion on the FJPS Note                   $5,410          $4,661
      Debt issuance costs paid by partner              --             190
      Accrued debt issuance costs                      --              13
  
  
                                          9
  
  <PAGE>
  
                          FOAMEX - JPS CAPITAL CORPORATION
            (A Wholly-Owned Subsidiary of Foamex - JPS Automotive L.P.)
                             Balance Sheets (unaudited)
  
                                                  September 29,   December 31,
  ASSETS                                              1996           1995
                                                          (thousands)
  
  CASH                                               $    1         $    1
                                                     ======         ======
  
  LIABILITIES AND STOCKHOLDER'S EQUITY
  
  COMMITMENTS AND CONTINGENCIES                          --              --
                                                     ------         ------
  
  STOCKHOLDER'S EQUITY:
        Common stock, par value $.01 per share;
        1,000 shares authorized, issued and
        outstanding                                      --              --
  
  ADDITIONAL PAID IN CAPITAL                              1              1
                                                     ------         ------
  
  TOTAL STOCKHOLDER'S EQUITY                         $    1         $    1
                                                     ======         ======
  
  
                 The accompanying notes are an integral part of the
                                  balance sheets.
  
                                         10
  
  <PAGE>
  
                          FOAMEX-JPS CAPITAL CORPORATION 
             (A Wholly-Owned Subsidiary of Foamex-JPS Automotive L.P.)
                         NOTES TO BALANCE SHEETS (unaudited)
  
  1.   ORGANIZATION
  
     Foamex-JPS  Capital  Corporation  ("FJCC"),  a  wholly-owned   subsidiary  of
  Foamex-JPS Automotive L.P. ("FJPS"), was formed and initially capitalized on May
  13, 1994. FJCC engages in business activities related to borrowing money for the
  benefit of FJPS.
  
  2.   COMMITMENTS AND CONTINGENCIES
  
     FJCC is a joint and several  obligor with FJPS on  borrowings  consisting  of
  $78.2 million senior secured  discount  debentures due 2004, (net of unamortized
  debt discount of $38.5 million) (the "Discount Debentures").
  
     The Discount  Debentures in the aggregate  principal amount of $116.7 million
  were issued on June 28, 1994 by FJPS and FJCC.  The original  issue  discount is
  being amortized  using the weighted  average to maturity method over the life of
  the issue.  No cash  interest  is payable on the  Discount  Debentures  prior to
  January 1, 2000;  rather,  the Discount  Debentures accrete on a daily basis and
  compounds semiannually at the rate of 13.50% per annum from the date of issuance
  of the Discount  Debentures  through  June 30,  1996,  at the rate of 13.75% per
  annum from July 1, 1996  through  June 30,  1997,  and at the rate of 14.00% per
  annum from July 1, 1997 through June 30, 1999.
  
  
                                         11
  
  <PAGE>
  
  
  Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATION
  
  
  General
  
     The results of operations of Foamex-JPS  Automotive L.P. ("FJPS") include its
  equity in the  undistributed  earnings of Foamex L.P.  and JPS  Automotive  L.P.
  ("JPS  Automotive") and interest and debt issuance expense on the senior secured
  discount  debentures  due 2004 (the "Discount  Debentures").  FJPS has no direct
  control or influence over Foamex L.P. or JPS Automotive. Control is exercised by
  Foamex International Inc. ("Foamex  International") through its ownership of the
  respective managing general partners of Foamex L.P., JPS Automotive, and FJPS.
  
     On August 28, 1996,  FJPS  entered into an agreement to sell its  partnership
  interests in JPS Automotive L.P. ("JPS Automotive") to a subsidiary of Collins &
  Aikman  Corporation.  FJPS expects the sale of JPS  Automotive to be consummated
  prior to December 29, 1996. On August 1, 1996, Foamex L.P.  consummated the sale
  of the outstanding common stock of Perfect Fit Industries, Inc. ("Perfect Fit").
  Accordingly,   the  accompanying  condensed  consolidated  financial  statements
  reflects JPS Automotive and Perfect Fit as discontinued  operations.  See Note 2
  to the condensed consolidated financial statements for further discussion.
  
  Results of Operations
  
     The  following  is a  summarized  discussion  of  Foamex  L.P.'s  results  of
  operations.  For further information regarding Foamex L.P., reference is made to
  the Form 10-Q's of Foamex L.P.  for the thirteen  and  thirty-nine  week periods
  ended September 29, 1996 as filed with the Securities and Exchange Commission.
  
  13 Week Period Ended September 29, 1996 Compared to 13 Week Period Ended 
  October 1, 1995
  
     Foamex L.P.
  
     Net sales for 1996 were $236.8 million as compared to $217.0 million in 1995,
  an  increase  of $19.8  million  or 9.1%.  Carpet  cushion  net  sales  for 1996
  increased  13.4% to $77.0  million from $67.9  million in 1995  primarily due to
  increased  selling  prices  late  in the  second  quarter  of  1996,  as well as
  increased  shipments of certain carpet  cushion  products.  Cushioning  foam net
  sales for 1996  increased  4.5% to $86.0  million  from  $82.3  million  in 1995
  primarily  due to an  increase in net sales  volume  from both new and  existing
  customers  of bedding  related  products,  as well as increased  selling  prices
  initiated at the beginning of 1996. Automotive foam net sales for 1996 increased
  8.5% to $55.9  million from $51.5  million in 1995  primarily due to a continued
  increase in net sales of  tri-laminates  and composite  headliners and increased
  selling prices initiated at the beginning of 1996.  Technical foam net sales for
  1996  increased  17.0% to $17.9 million from $15.3 million in 1995 primarily due
  to increased selling prices and increased net sales volume.
  
     Gross  profit as a percentage  of net sales  increased to 16.9% for 1996 from
  14.2% in 1995 primarily due to selling price increases and improved material and
  production efficiencies.
  
                                         12
  
  <PAGE>
  
  
  Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATION
  
     Income from operations increased to $24.9 million for 1996 from $16.9 million
  in 1995 primarily due to improved gross profit margins as discussed above offset
  by an increase of $1.2 million in selling,  general and administrative  expenses
  for 1996.  The  increase in  selling,  general  and  administrative  expenses is
  primarily due to increases  associated  with  management  realignment  under the
  operational plan offset by reductions in salary, professional and travel costs.
  
     Income from  continuing  operations  increased to $11.4 million for 1996 from
  $5.2  million in 1995  primarily  due to reasons  cited  above.  The increase in
  interest and debt issuance expense is primarily due to (i) the inclusion in 1996
  continuing  operations  of interest  expense on the $29.8 million of public debt
  that  Foamex  L.P.  has offered to redeem;  whereas  for the 1995  period,  this
  interest  expense  was  allocated  to  discontinued  operations  (ii)  offset by
  favorable results from interest rate swap agreements.
  
     The loss from discontinued  operations  totaling $2.0 million for 1996 is the
  result of the sale of Perfect Fit which was completed on August 1, 1996.
  
     The  extraordinary  loss on  early  extinguishment  of  debt of $0.7  million
  relates  to the  write-off  of debt  issuance  costs  associated  with the early
  extinguishment of $12.0 million of bank term loan borrowings.
  
     Operating  results for 1996 are expected to be influenced by various internal
  and  external  factors.  These  factors  include,  among other  things,  (i) the
  implementation  of an operational plan to improve the  profitability of the foam
  products  segment,  (ii) the  completion of the  consolidation  of thirteen foam
  production,  fabrication or branch locations,  (iii) the potential  reduction of
  long-term debt with  substantially all of the proceeds from the sale of the home
  comfort products segment, (iv) additional raw material price increases,  if any,
  by Foamex L.P.'s chemical  suppliers and (v) Foamex L.P.'s success in passing on
  selling price increases to recover previous raw material cost increases.(1)
  
  (1)   This paragraph contains  forward-looking  statements and should be read in
        conjunction with the discussion  regarding forward-looking statements set
        forth on Page 5 of Foamex L.P.'s Annual Report on Form 10-K.
  
                                         13
  <PAGE>
  
  Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATION
  
  39 Week Period Ended September 29, 1996 Compared to 39 Week Period Ended 
  October 1, 1995
  
     Foamex L.P.
  
     Net sales for 1996 were $696.3  million as compared to $651.9 million in 1995
  for an  increase  of $44.4  million or 6.8%.  Carpet  cushion net sales for 1996
  increased  4.7% to $217.2  million from $207.5  million in 1995 primarily due to
  increased selling prices late in the second quarter of 1996 offset by a decrease
  in net sales volume during the first quarter of 1996.  Cushioning foam net sales
  for 1996  increased 7.6% to $252.0 million from $234.2 million in 1995 primarily
  due to  increased  net sales  volume  from both new and  existing  customers  of
  bedding related products, increased selling prices initiated at the beginning of
  1996 and the April 1995 acquisition of a company which  manufactures  cushioning
  products.  Automotive  foam net sales for 1996  increased 8.0% to $175.2 million
  from $162.2 million in 1995  primarily due to a continued  increase in net sales
  of tri-laminates and composite headliners and increased selling prices initiated
  at the beginning of 1996.  Technical  foam net sales for 1996  increased 8.1% to
  $51.9  million from $48.0  million in 1995  primarily  due to increased  selling
  prices and increased net sales volume.
  
     Gross  profit as a percentage  of net sales  increased to 16.4% for 1996 from
  14.8% in 1995 primarily due to selling price increases and improved material and
  production efficiencies.
  
     Income from operations increased to $72.0 million for 1996 from $55.6 million
  in 1995 primarily due to improved gross profit margins as discussed above offset
  by an increase of $1.1 in selling,  general  and  administrative  expenses.  The
  increase in selling,  general and  administrative  expenses is primarily  due to
  increases  associated with  management  realignment  under the operational  plan
  offset by reductions in salary, professional and travel costs.
  
     Income from  continuing  operations  increased to $34.6 million for 1996 from
  $19.5 million in 1995 primarily due to the reasons cited above and a decrease in
  interest and debt issuance expense of $1.7 million. The decrease in interest and
  debt issuance expense was primarily due to favorable  results from interest rate
  swap  agreements  offset  by the  inclusion  in 1996  continuing  operations  of
  interest  expense  on the $29.8  million of public  debt that  Foamex  L.P.  has
  offered to redeem;  whereas  for the 1995  period,  this  interest  expense  was
  allocated to discontinued operations.
  
     The loss from discontinued  operations totaling $41.5 million for 1996 is the
  result of the sale of Perfect Fit which was  completed on August 1, 1996 and the
  operating losses of Perfect Fit for the periods presented.
  
     The  extraordinary  loss on  early  extinguishment  of  debt of $0.7  million
  relates  to the  write-off  of debt  issuance  costs  associated  with the early
  extinguishment of $12.0 million of bank term loan borrowings.
  
     Operating  results for 1996 are expected to be influenced by various internal
  and  external  factors.  These  factors  include,  among other  things,  (i) the
  implementation  of an operational plan to improve the  profitability of the foam
  products  segment,  (ii) the  completion of the  consolidation  of thirteen foam
  production,  fabrication or branch locations,  (iii) the potential  reduction of
  long-term debt with  substantially all of the proceeds from the sale of the home
  comfort products segment, (iv) additional raw material price increases,  if any,
  by Foamex L.P.'s chemical  suppliers and (v) Foamex L.P.'s success in passing on
  selling price increases to recover previous raw material cost increases.(1)
  
  (1)   This paragraph contains  forward-looking  statements and should be read in
        conjunction with the discussion  regarding forward-looking statements set
        forth on Page 5 of Foamex L.P.'s Annual Report on Form 10-K.
  
                                         14
  <PAGE>
  
  Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATION
  
  
  Liquidity and Capital Resources
  
     FJPS's  only  source of cash to meet its  obligations,  including  paying the
  principal of, premium, if any, or interest on the Discount Debentures and a note
  payable to Foamex L.P.  (the "FJPS Note") when due,  are capital  contributions,
  dividends, loans, advances or other payments, as applicable, from Foamex L.P. or
  from its partners,  Foamex International and FJGP Inc. Foamex L.P. is subject to
  significant  contractual  restrictions  on its ability to pay  dividends or make
  loans,  advances  or  payments  to FJPS.  FJPS does not  anticipate  funding any
  operating cash  requirements of Foamex L.P.  During the thirty-nine  week period
  ended  September  29, 1996,  FJPS received  $3.5 million of  distributions  from
  Foamex L.P. and paid $3.5 million of distributions to its partners.
  
  
                                         15
  
  <PAGE>
  
  PART II - OTHER INFORMATION
  
  Item 1. Legal Proceedings.
  
          Reference is made to the description of the legal proceedings
          contained in FJPS's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1995 and in FJPS's Quarterly Reports on Form 10-Q
          for the fiscal quarters ended March 31, 1996 and June 30, 1996.
  
  Item 2. Changes in Securities.
  
          None.
  
  Item 3. Defaults Upon Senior Securities.
  
          None.
  
  Item 4. Submission of Matters to a Vote of Security Holders.
  
          None.
  
  Item 5. Other Information.
  
          In connection with the sale of JPS Automotive,  on October 7, 1996, FJPS
          and  Foamex-JPS  Capital  Corporation,  a subsidiary  of FJPS  ("FJCC"),
          solicited  from the  holders of their  Discount  Debentures  a waiver of
          certain  provisions  of the  indenture  pursuant  to which the  Discount
          Debentures  were  issued.  As of  October  23,  1996,  FJPS and FJCC had
          received  waivers  from  holders  of 100% of the  outstanding  principal
          amount of Discount Debentures.
  
          In  addition,  on  September  23,  1996,  Foamex L.P.  offered to redeem
          approximately $29.8 million of its publicly held notes and debentures at
          101% of the principal amount from the remaining  proceeds of the sale of
          Perfect Fit. As of October 31, 1996, Foamex L.P. received acceptances of
          the  offer to  redeem  from  holders  of its  publicly  held  notes  and
          debentures  representing  $11.0  million  of offers for  redemption.  On
          November 8, 1996, Foamex L.P. issued a supplemental  offer to redeem the
          remaining portion of the $29.8 million principal amount.
  
  Item 6. Exhibits and Reports on Form 8-K.
  
          (a) Exhibits
  
  3.1(a)    - Restated Certificate of Incorporation of Foamex International.
  3.2(a)    - By-laws of Foamex International.
  3.3(i)    - First Amended and Restated Agreement of Limited Partnership of FJPS.
  3.4(i)    - Certificate of Incorporation of FJCC.
  3.5(i)    - By-laws of FJCC.
  3.6(i)    - Certificate of Incorporation of FJGP.
  3.7(i)    - By-laws of FJGP.
  4.1(b)    - Indenture, dated as of June 3, 1993, among Foamex L.P. and Foamex
              Capital Corporation ("FCC"), as joint and several obligors, General
              Felt, as Guarantor, and Shawmut Bank, National Association
              ("Shawmut"), as trustee, relating to $160,000,000 principal amount 
              of 9 1/2% Senior Secured Notes due 2000 (the "Senior Secured 
              Notes"), including form of Senior Secured Note.
  4.2(a)    - First Supplemental Indenture, dated as of November 18, 1993, among
              Foamex International and FCC, as Issuers, General Felt Industries,
              Inc. ("General Felt") and Perfect Fit, as Guarantors, and Shawmut,
              as trustee, relating to the Senior Secured Notes.
  4.3(a)    - Second Supplemental Indenture, dated as of December 14, 1993, among
              Foamex L.P. and FCC, as Issuers, Foamex International, General Felt
              and Perfect Fit, as Guarantors, and Shawmut, as trustee, relating to
              the Senior Secured Notes.
  4.3.1(t)  - Third Supplemental Indenture, dated as of August 1, 1996, by and
              Foamex among Foamex L.P. and Foamex Capital Corporation, as Issuers,
              International Inc., as parent guarantor, General Felt Industries,
              Inc., as guarantor, Perfect Fit Industries, Inc., as withdrawing
              guarantor, and Fleet National Bank, as Trustee, relating to the 
              Senior Secured Notes.
  4.4(b)    - Company Pledge Agreement, dated as of June 3, 1993, by Foamex L.P.
              in favor of Shawmut, as trustee for the holders of the Senior 
              Secured Notes.
  
                                         16
  
  <PAGE>
  
  4.5(b)    - Company Pledge Agreement, dated as of June 3, 1993, by FCC in favor
              of Shawmut, as trustee for the holders of the Senior Secured Notes.
  4.6(b)    - Subsidiary Pledge Agreement, dated as of June 3, 1993, by General
              Felt in favor of Shawmut, as trustee for the holders of the Senior
              Secured Notes.
  4.7(b)    - Company Security Agreement, dated as of June 3, 1993, by Foamex L.P.
              and FCC in favor of Shawmut, as trustee for the holders of the 
              Senior Secured Notes.
  4.8(b)    - Subsidiary Security Agreement, dated as of June 3, 1993, by General
              Felt in favor of Shawmut, as trustee for the holders of the Senior
              Secured Notes.
  4.9(b)    - Collateral Assignment of Patents and Trademarks, dated as of June 3,
              1993, by Foamex L.P. in favor of Shawmut, as trustee for the holders
              of the Senior Secured Notes.
  4.10(b)   - Collateral Assignment of Patents and Trademarks, dated as of June 3,
              1993, by FCC in favor of Shawmut, as trustee for the holders of the
              Senior Secured Notes.
  4.11(b)   - Collateral Assignment of Patents and Trademarks, dated as of June 3,
              1993, by General Felt in favor of Shawmut, as trustee for the 
              holders of the Senior Secured Notes.
  4.12(a)   - Pledge Agreement of Perfect Fit, dated November 18, 1993, in
              connection with the Senior Secured Notes.
  4.13(c)   - Indenture, dated as of October 13, 1992, among Foamex L.P., FCC and
              The Connecticut National Bank, as trustee, relating to $150,000,000
              principal amount of 11 1/4% Senior Notes due 2002 (the "Senior
              Notes"), including form of Senior Note.
  4.14(d)   - First Supplemental Indenture, dated as of March 23, 1993, among
              Foamex L.P. and FCC, as joint and several obligors, General Felt, 
              as Guarantor, and Shawmut Bank Connecticut, National Association
              (formerly The Connecticut National Bank ("Shawmut Connecticut")), 
              as trustee, relating to the Senior Notes.
  4.15(a)   - Second Supplemental Indenture, dated as of November 18, 1993, among
              Foamex L.P. and FCC, as Issuers, General Felt and Perfect Fit, as
              Guarantors and Shawmut Connecticut, as trustee, relating to the 
              Senior Notes.
  4.16(a)   - Third Supplemental Indenture, dated as of December 14, 1993, among
              Foamex L.P. and FCC, as Issuers, Foamex International, General Felt
              and Perfect Fit, as Guarantors and Shawmut Connecticut, as trustee,
              relating to the Senior Notes.
  4.17(m)   - Fourth Supplemental Indenture, dated as of October 31, 1994, among
              Foamex L.P. and FCC as Issuers, Foamex International as Parent
              Guarantor, General Felt and Perfect Fit as Guarantors and Shawmut
              Connecticut, as Trustee, relating to the Senior Notes.
  4.17.1(t) - Fifth Supplemental Indenture, dated as of August 1, 1996, by and
              among Foamex L.P. and Foamex Capital Corporation, as Issuers, 
              Foamex International Inc., as parent guarantor, General Felt 
              Industries, Inc., as guarantor, Perfect Fit Industries, Inc.,
              as withdrawing guarantor, and Fleet National Bank, as Trustee,
              relating to the Senior Notes.
  4.18(c)   - Indenture, dated as of October 13, 1992, among Foamex L.P., FCC and
              Shawmut Bank, as trustee, relating to $126,000,000 principal amount
              of 117/8% Senior Subordinated Debentures due 2004 (the "Senior
              Subordinated Debentures"), including form of Senior Subordinated
              Debenture.
  4.19(d)   - First Supplemental Indenture, dated as of March 23, 1993, among
              Foamex L.P. and FCC, as joint and several obligors, General Felt,
              as Guarantor, and Shawmut, as trustee, relating to the Senior
              Subordinated Debentures.
  4.20(a)   - Second Supplemental Indenture, dated as of November 18, 1993, among
              Foamex L.P. and FCC, as Issuers, General Felt and Perfect Fit, as
              Guarantors and Shawmut, as trustee, relating to the Senior
              Subordinated Debentures.
  4.21(b)   - Third Supplemental Indenture, dated as of December 14, 1993, among
              Foamex L.P. and FCC, as Issuers, Foamex International, General Felt
              and Perfect Fit, as Guarantors and Shawmut, as trustee, relating to
              the Senior Subordinated Debentures.
  4.21.1(t) - Fourth Supplemental Indenture, dated as of August 1, 1996, by and
              among Foamex L.P. and Foamex Capital Corporation, as Issuers, 
              Foamex International Inc., as parent guarantor, General Felt 
              Industries, Inc., as guarantor, Perfect Fit Industries, Inc.,
              as withdrawi ngguarantor, and Fleet National Bank, as Trustee, 
              relating to the Subordinated Debentures.
  
                                         17
  
  <PAGE>
  
  4.22(i)   - Indenture, dated as of June 28, 1994, among FJPS and FJCC, as
              Issuers, Trace Holdings, as guarantor, and Shawmut Connecticut, as
              trustee, relating to $116,745,000 principal amount of Senior Secured
              Discount Debentures due 2004 (the "Senior Secured Discount
              Debentures'), including form of Senior Secured Discount Debenture.
  4.23(m)   - Pledge Agreement, dated as of June 28, 1994, made by FJPS in favor
              of Shawmut, as collateral agent for the holders of the Senior
              Secured Discount Debentures.
  4.24(i)   - Senior Note, dated June 28, 1994, in the aggregate principal amount
              of $87,943,103.14 due July 1, 2006, executed by FJPS to Foamex L.P.
  4.25(m)   - Pledge Agreement, dated as of June 28, 1994, among FJPS in favor of
              Foamex L.P. to secure its obligations under its Senior Note due 
              2006.
  4.26(m)   - Pledge Agreement, dated as of June 28, 1994, made by JPS Automotive
              L.P. in favor of Foamex L.P. to secure FJPS's obligations under its
              Senior Note due 2006.
  4.27(g)   - Indenture, between Products Corp. and Shawmut Connecticut, as
              Trustee, relating to $180,000,000 principal amount of 111/8% Senior
              Notes due 2001 (the "JPS Automotive Senior Notes"), including form
              of the JPS Automotive Senior Note.
  4.28(j)   - First Supplemental Indenture, dated as of October 5, 1994, between
              JPS Automotive, JPS Automotive L.P. and Shawmut Connecticut, as
              Trustee, relating to the JPS Automotive Senior Notes due 2001.
  4.29(t)   - Commitment letter, dated July 9, 1996, from The Bank of Nova Scotia
              to Foamex Canada Inc. 
  4.30(k)   - Second Amended and Restated Credit Agreement, dated as of June 28,
              1994, among Foamex L.P., General Felt, Perfect Fit, Trace Foam
              Company Inc. ("Trace Foam"), FMXI Inc., Citibank, N.A., The Bank of
              Nova Scotia, the institutions from time to time parties thereto as
              lenders, the institutions parties thereto as issuing banks and
              Citibank, N.A. and The Bank of Nova Scotia, as Administrative Agents
              (the "Foamex Credit Agreement").
  4.30.1(t) - Third Amended and Restated Credit Agreement, dated as of July 30,
              1996, among Foamex L.P., General Felt, Trace Foam, FMXI, Citibank,
              N.A., The Bank of Nova Scotia, the institutions from time to time
              parties thereto as lenders, the institutions parties thereto as
              issuing banks and Citibank, N.A. and The Bank of Nova Scotia, as
              Administrative Agents (the "Credit Agreement").
  4.31(m)   - First Amendment to Second Amended and Restated Credit Agreement of
              Foamex L.P., dated as of August 19, 1994.
  4.32(m)   - Second Amendment to Second Amended and Restated Credit Agreement of
              Foamex L.P., dated as of November 11, 1994.
  4.33(m)   - Third Amendment to Second Amended and Restated Credit Agreement of
              Foamex L.P., dated as of February 8, 1995.
  4.34(p)   - Fourth Amendment to Second Amended and Restated Credit Agreement of
              Foamex L.P., dated as of June 30, 1995.
  4.35(s)   - Fifth Amendment to Second Amended and Restated Credit Agreement of
              Foamex L.P., dated as of February 27, 1996.
  4.36(s)   - Letter of Consent to Waiver to the Second Amended and Restated
              Foamex L.P. Credit Agreement, dated December 31, 1995.
  4.37(s)   - Letter of Consent to Waiver to the Second Amended and Restated
              Foamex L.P. Credit Agreement, dated January 25, 1996.
  4.38(a)   - Guaranties, dated November 18, 1993, executed by each of Foamex
              L.P., General Felt and Perfect Fit, as guarantor, respectively, in
              favor of Citibank, N.A., as Administrative Agent, for the ratable
              benefit of the lenders and the issuing banks, guaranteeing the
              obligations of one another under the Foamex Credit Agreement.
  4.39(a)   - Guaranty, dated November 18, 1993, executed by FCC in favor of
              Citibank, N.A., as Administrative Agent, for the ratable benefit of
              the lenders and the issuing banks, guaranteeing the obligations of
              Foamex L.P., General Felt and Perfect Fit under the Foamex Credit
              Agreement.
  4.40(i)   - Amended and Restated Guaranty, dated as of June 28, 1994, executed
              by Foamex International in favor of Citibank, N.A. and The Bank of
              Nova Scotia, as Administrative Agents, for the ratable benefit of
              the lenders and the issuing banks under the Foamex Credit Agreement.
  
  
                                         18
  
  <PAGE>
  4.41(s)   - First Amendment to Amended and Restated Guaranty, dated June 30,
              1995, executed by Foamex International in favor of Citibank, N.A. 
              and The Bank of Nova Scotia, as Administrative Agents, for the 
              ratable benefit of the lenders and the issuing banks under the 
              Foamex Credit Agreement.
  4.42(s)   - Second Amendment to Amended and Restated Guaranty, dated February
              27, 1996, executed by Foamex International in favor of Citibank, 
              N.A. and The Bank of Nova Scotia, as Administrative Agents, for the
              ratable benefit of the lenders and the issuing banks under the
              Foamex Credit Agreement.
  4.43(a)   - Security Agreements, dated November 18, 1993, executed by each of
              Foamex L.P., General Felt, Perfect Fit and FCC, respectively, and
              Citibank N.A., as Administrative Agent for the lenders and the 
              issuing banks under the Foamex Credit Agreement.
  4.44(i)   - Amendatory Agreement, dated as of June 28, 1994, among Foamex L.P.,
              General Felt, Perfect Fit, FCC and Citibank, N.A., as collateral 
              agent under the Foamex Credit Agreement.
  4.44.1(t) - Amendatory Agreement, dated as of July 30, 1996, among Foamex L.P.,
              General Felt Industries, Inc., Foamex Capital Corporation, and
              Citibank N.A., as collateral agent under the Credit Agreement.
  4.45(a)   - Intercreditor Agreement, dated as of November 18, 1993, by and
              between Citibank, N.A., as Administrative Agent under the Credit
              Agreement and Shawmut, as trustee under the Foamex L.P. Senior 
              Secured Note Indenture.
  4.46(j)   - Amended and Restated Credit Agreement, dated October 5, 1994, by and
              among, JPS Automotive Products Corp., JPS Automotive L.P., JPSGP 
              Inc., the institutions party thereto as Lenders, the institutions 
              party thereto as Issuing Banks, and Citibank, N.A. and The Bank of
              Nova Scotia (the "JPS Credit Agreement").
  4.47(m)   - First Amendment to JPS Credit Agreement, dated as of November 11,
              1994.
  4.48(m)   - Second Amendment to JPS Credit Agreement, dated as of February 8,
              1995.
  4.49(r)   - Third Amendment to the JPS Credit Agreement, dated as of February
              27, 1996.
  4.49.1(u) - Fourth Amendment to the Amended and Restated Credit Agreement of JPS
              Automotive, dated as of June 17, 1996.
  4.50(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").
  4.51(a)   - Marely Loan Commitment Agreement, dated as of December 14, 1993, by
              and between Foamex International and Marely I.S.A. ("Marely").
  4.52(a)   - DLJ Loan Commitment Agreement, dated as of December 14, 1993, by and
              between Foamex International and DLJ Funding Inc. ("DLJ Funding").
  4.53(p)   - Promissory Note, dated July 7, 1995, in the aggregate principal
              amount of $4,372,516, executed by Trace International Holdings Inc.
              ("Trace Holdings") to Foamex L.P.
  4.54(s)   - Promissory Note, dated December 8, 1995, in the aggregate principal
              amount of $2,000,000 executed by Foamex International to Foamex L.P.
  10.1(a)   - Registration Rights Agreement, dated as of December 14, 1993, by 
              and among Foamex International and GBNY and, for certain limited 
              purposes as set forth therein, Trace Holdings and Trace Foam.
  10.2(a)   - Registration Rights Agreement, dated as of December 14, 1993, by 
              and among Foamex International and RFC and, for certain limited 
              purposes as set forth therein, Trace Holdings and Trace Foam.
  10.3(a)   - Registration Rights Agreement, dated as of December 14, 1993, by and
              between Foamex International and Rallis.
  10.4(a)   - Registration Rights Agreement, dated as of December 14, 1993, by and
              among Foamex International and DLJ Funding and, for certain limited
              purposes as set forth therein, Trace Holdings and Trace Foam.
  10.5(a)   - Registration Rights Agreement, dated as of December 14, 1993, by and
              between Foamex International and FCD Sub, Inc.
  10.6(a)   - Registration Rights Agreement, dated as of December 14, 1993, by and
              among Foamex International and Marely and, for certain limited
              purposes as set forth therein, Trace Holdings and Trace Foam.
  10.7(a)   - Registration Rights Agreement, dated as of December 14, 1993, by and
              between Foamex International and Trace Foam.
  
  
                                         19
  
  <PAGE>
  10.8(a)   - Registration Rights Agreement, dated as of December 14, 1993, by and
              between Foamex International and Trace Holdings.
  10.9(a)   - Registration Rights Agreement, dated as of November 18, 1993, by and
              among Foamex International and the Investors which are signatories
              thereto.
  10.10(i)  - Warrant Registration Rights Agreement, dated as of June 28, 1994, 
              by and among Foamex International, DLJ Funding and Smith Barney Inc.
  10.11(i)  - Senior Secured Discount Debenture Registration Rights Agreement,
              dated as of June 28, 1994, among FJPS, FJCC, Trace Holdings, DLJ
              Funding and Smith Barney Inc.
  10.12(h)  - Warrant Agreement, dated as of June 28, 1994, between Foamex
              International and Shawmut Bank.
  10.13(b)  - Interest Rate and Currency Exchange Agreement, dated as of June 14,
              1993, among Foamex L.P., FCC and Salomon Brothers Holdings Company
              Inc ("Salomon Holdings").
  10.14(m)  - Swap Agreement, dated as of March 31, 1994, and amended in November
              1994, by and between Foamex L.P. and Citibank, N.A.
  10.15(s)  - Amended Confirmation Letter Agreement, dated as of February 2, 1996,
              by and between Foamex L.P. and Citibank, N.A.
  10.16(b)  - Revised Swap Transaction Letter Agreement, dated as of June 10,
              1993, among Foamex L.P., FCC, and Salomon Holdings.
  10.17(g)  - Swap Agreement, dated as of June 30, 1994, by and between JPS
              Automotive and Citibank, N.A.
  10.18(q)  - Revised Swap Transaction Letter Agreement, dated May 11, 1995, by
              and among JPS Automotive Products Corp., JPS Automotive, and
              Citibank, N.A.
  10.19(d)  - Reimbursement Agreement, dated as of March 23, 1993, between Trace
              Holdings and General Felt.
  10.20(d)  - 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.
  10.21(e)  - Asset Transfer Agreement, dated as of October 2, 1990, between Trace
              Holdings and Foamex L.P. (the "Trace Holdings Asset Transfer
              Agreement").
  10.22(e)  - First Amendment, dated as of December 19, 1991, to the Trace
              Holdings Asset Transfer Agreement.
  10.23(e)  - Amended and Restated Guaranty, dated as of December 19, 1991, made
              by Trace Foam in favor of Foamex L.P.
  10.24(e)  - Asset Transfer Agreement, dated as of October 2, 1990, between
              Recticel Foam Corporation ("RFC") and Foamex L.P. (the "RFC Asset
              Transfer Agreement").
  10.25(e)  - First Amendment, dated as of December 19, 1991, to the RFC Asset
              Transfer Agreement.
  10.26(e)  - Schedule 5.03 to the RFC Asset Transfer Agreement (the "5.03
              Protocol").
  10.27(d)  - The 5.03 Protocol Assumption Agreement, dated as of October 13,
              1992, between RFC and Foamex L.P.
  10.28(d)  - Letter Agreement between Trace Holdings and Recticel regarding the
              Recticel guaranty, dated as of July 22, 1992.
  10.29(e)  - Supply Agreement between Recticel, formerly known as Gechem s.a.,
              and Foamex L.P., dated as of August 1, 1991.
  10.30(i)  - Supply Agreement, dated June 28, 1994, between Foamex L.P. and
              Foamex International.
  10.31(i)  - First Amended and Restated Tax Sharing Agreement, dated as of
              December 14, 1993, among Foamex L.P., Trace Foam, FMXI Inc., and
              Foamex International.
  10.32(i)  - Tax Sharing Agreement, dated as of June 28, 1994, among FJPS and
              Foamex International.
  10.33(d)  - Trace Foam Management Agreement between Foamex L.P. and Trace Foam,
              dated as of October 13, 1992.
  10.34(i)  - Affirmation Agreement re: Management Agreement, dated as of December
              14, 1993 between Foamex L.P. and Trace Foam.
  10.35(e)  - Salaried Incentive Plan of Foamex L.P. and Foamex Canada Inc.,
              General Felt, and Perfect Fit.
  10.36(e)  - Trace Holdings 1987 Nonqualified Stock Option Plan.
  10.37(e)  - Equity Growth Participation Program.
  10.38(e)  - Foamex L.P. Salaried Retirement Plan (formerly known as the Foamex
              L.P. Products, Inc. Salaried Employee Retirement Plan), as amended,
              effective July 1, 1984.
  
  
                                         20
  
  <PAGE>
  10.39(l)  - General Felt Industries, Inc. Retirement Plan for Salaried
              Employees, effective as of January 1, 1995.
  10.40(e)  - Foamex L.P. 401(k) Savings Plan dated January 1, 1989.
  10.41(s)  - Foamex/GFI 401(k) Savings Plan dated July 1, 1995.
  10.42(a)  - Foamex International's 1993 Stock Option Plan.
  10.43(a)  - Foamex International's Non-Employee Director Compensation Plan.
  10.44(g)  - Hourly Employees' Pension Plan of Products Corp.
  10.45(r)  - Retirement Pension Plan for Employees of JPS Automotive.
  10.46(q)  - Savings, Investment and Profit Sharing Plan of JPS Automotive, dated
              October 6, 1994.
  10.47(q)  - First Amendment to Savings, Investment and Profit Sharing Plan of
              JPS Automotive, dated July 26, 1995.
  10.48(a)  - Employment Agreement, dated as of May 6, 1993, by and between Foamex
              L.P. and Rallis.
  10.49(f)  - Employment Agreement, dated as of February 1, 1994, by and between
              Foamex L.P. and William H. Bundy.
  10.50(s)  - Employment Agreement, dated as of June 26, 1995, by and between
              Foamex L.P. and Salvatore J. Bonanno.
  10.51(j)  - Employment Agreement between Foamex International, JPS Automotive
              and Jerry Burns.
  10.52(o)  - Employment Agreement, dated as of August 4, 1994 by and among Foamex
              International, JPS Automotive, and Robert Sparks.
  10.53(r)  - Employment Agreement, dated as of September 1, 1995 by and between
              JPS Automotive and Dean Gaskins.
  10.54(n)  - Bonus Agreement, dated as of May 7, 1993, between Foamex
              International and Robert Hay.
  10.55(a)  - Amended and Restated Put Option Agreement, dated as of December 14,
              1993, by and between Trace Holdings and Rallis.
  10.56(f)  - 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.
  10.57(g)  - Asset Purchase Agreement, dated as of May 25, 1994, by and among JPS
              Automotive, JPS Textile Group, Inc., Foamex International, JPS Auto
              Inc. and JPS Converter & Industrial Corp. ("C&I").
  10.58(g)  - Services Agreement, by and between JPS Automotive and Foamex
              International.
  10.59(g)  - Dunean Reciprocal Easement Agreement, by and between JPS Automotive
              and C&I.
  10.60(g)  - Supply Agreement, by and among Foamex International and certain of
              its affiliates and JPS Automotive.
  10.61(g)  - Tax Sharing Agreement, by and among JPS Automotive and its partners.
  10.62(g)  - Financing Agreement, dated as June 4, 1993, by and between
              NationsBank of North Carolina, N.A. and Cramerton Automotive L.P.
              ("Cramerton"), as amended by the First Amendment and Correction of
              Financing Agreement, dated as of April 28, 1994.
  10.63(o)  - Second Amendment and Correction of Financing Agreement, dated as of
              December 28, 1994, by and between NationsBank of North Carolina,
              N.A. and Cramerton.
  10.64(r)  - Third Amendment to Financing Agreement, dated December 12, 1995, by
              and between NationsBank of North Carolina, N.A. and Cramerton.
  10.64.1(u)- Fourth Amendment to Financing Agreement, dated June 14, 1996, by
              and between NationsBank of North Carolina, N.A. and Cramerton.
  10.65(g)  - Amended and Restated Agreement of Limited Partnership of Cramerton
              Automotive Products, L.P., dated as of December 2, 1991.
  10.66(m)  - First Amendment to Amended and Restated Agreement of Limited
              Partnership of Cramerton Automotive Products, L.P., dated as of June
              28, 1994.
  10.67(m)  - Second Amendment to Amended and Restated Agreement of Limited
              Partnership of Cramerton Automotive Products, L.P., dated as of
              October 5, 1994.
  10.68(g)  - Stockholders' Agreement, dated as of December 2, 1991, by and among
              Cramerton Management Corp., JPS Group and Seiren Co., Ltd. (the
              "Stockholders' Agreement").
  10.69(m)  - First Amendment to Stockholders' Agreement, dated as of June 28,
              1994.
  
  
                                         21
  
  <PAGE>
  
  
  10.70(v)  - Agreement and Plan of Merger, as amended, dated as of June 11, 1996,
              by and among PFI Subsidiary, Inc., PFI Acquisition Corp., Jody B.
              Vitale, Perfect Fit, General Felt and Foamex.
  
  ------------------
  
  (a)       Incorporated herein by reference to the Exhibit to Foamex
            International's Registration Statement on Form S-1, Registration No.
            33-69606.
  
  (b)       Incorporated herein by reference to the Exhibit to the Registration
            Statement of Foamex L.P. and FCC on Form S-4, Registration No.
            33-65158.
  
  (c)       Incorporated herein by reference to the Exhibit to the Registration
            Statement of Foamex L.P., FCC and General Felt on Form S-1,
            Registration Nos. 33-60888, 33-60888-01, and 33-60888-02.
  
  (d)       Incorporated herein by reference to the Exhibit to the Form 10-K of
            Foamex L.P. and FCC for fiscal 1992.
  
  (e)       Incorporated herein by reference to the Exhibit to the Registration
            Statement of Foamex L.P. and FCC on Form S-1, Registration Nos.
            33-49976 and 33-49976-01.
  
  (f)       Incorporated herein by reference to the Exhibit to the Form 10-K of
            Foamex International for fiscal 1993.
  
  (g)       Incorporated herein by reference to the Exhibit to JPS Automotive's
            Registration Statement on Form S-1, Registration No. 33-75510.
  
  (h)       Incorporated by reference to the Exhibit to the Form 10-Q of Foamex
            International for the quarterly period ended July 3, 1994.
  
  (i)       Incorporated herein by reference to the Exhibit to the Registration
            Statement of FJPS, FJCC and Foamex International on Form S-4,
            Registration No. 33-82028.
  
  (j)       Incorporated herein by reference to the Exhibit to the quarterly
            report on Form 10-Q of JPS Automotive L.P. and JPS Automotive Products
            Corp. for the fiscal quarter ended October 2, 1994.
  
  (k)       Incorporated herein by reference to the Exhibit to the quarterly
            report on Form 10-Q of Foamex L.P. and Foamex Capital Corporation, and
            General Felt Industries, Inc. for the fiscal quarter ended October 2,
            1994.
  
  (l)       Incorporated herein by reference to the Exhibit to the Registration
            Statement of Foamex International on Form S-3, Registration No.
            33-85488.
  
  (m)       Incorporated herein by reference to the Exhibit to the Form 10-K of
            Foamex International for fiscal 1994.
  
  (n)       Incorporated herein by reference to the Exhibit to the Form 10-K of
            Foamex L.P. for fiscal 1994.
  
  (o)       Incorporated herein by reference to the Exhibit to the Form 10-K of
            JPS Automotive for fiscal 1994.
  
  (p)       Incorporated herein by reference to the Exhibit to the Form 10-Q of
            Foamex L.P. for the quarterly period ended July 2, 1995.
  
  (q)       Incorporated herein by reference to the Exhibit to the Form 10-Q of
            JPS Automotive for the quarterly period ended July 2, 1995.
  
                                         22
  
  <PAGE>
  
  
  
  (r)       Incorporated herein by reference to the Exhibit to the Form 10-K of
            JPS Automotive for fiscal year 1995.
  
  (s)       Incorporated herein by reference to the Exhibit to the Form 10-K of
            Foamex L.P. for fiscal year 1995.
  
  (t)       Incorporated herein by reference to the Exhibit to the Form 10-Q of
            Foamex L.P. for the quarterly period ended June 30, 1996.
  
  (u)       Incorporated herein by reference to the Exhibit to the Form 10-Q of
            JPS Automotive L.P. for the quarterly period ended June 30, 1996.
  
  (v)       Incorporated herein by reference to the Exhibit to the Form 10-Q of
            Foamex L.P. reporting an event which occurred on June 11, 1996.
  
            Certain instruments defining the rights of security holders have been
  excluded herefrom in accordance with Item 601(b)(4)(iii) of Regulation S-K. The
  Registrant hereby agrees to furnish a copy of any such instrument to the
  Commission upon request.
  
  (b)       FJPS filed the following current reports on Form 8-K:
  
            Form 8-K reporting an event that occurred on June 11, 1996 (execution
  of Perfect Fit Merger Agreement).
  
            Form 8-K reporting an event that occurred on August 1, 1996 (sale of
  Perfect Fit including pro forma financial information).
  
  
                                         23
  
  <PAGE>
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrants have duly caused this report to be signed on their behalf by the
  undersigned thereunto duly authorized.
  
  
                                            FOAMEX-JPS AUTOMOTIVE L.P.
  
                                            By:  FJGP Inc.
                                                 General Partner
  
  
  Date:  November 11, 1996                  By:    /s/ Kenneth R. Fuette
                                                 -----------------------
                                                 Kenneth R. Fuette
                                                 Chief Financial Officer and
                                                 Chief Accounting Officer
  
  
                                            FOAMEX-JPS CAPITAL CORPORATION
  
  
  Date:  November 11, 1996                  By:   /s/ Kenneth R. Fuette
                                                 ----------------------
                                                 Kenneth R. Fuette
                                                 Chief Financial Officer and
                                                 Chief Accounting Officer
  
  
                                         24
metadata_documents: [{"type": "10-Q", "sequence": "1", "secsgml_size_bytes": 68361}]
metadata_filer: {"company-data": {"conformed-name": "FOAMEX-JPS AUTOMOTIVE LP", "cik": "0000927584", "assigned-sic": "3086", "irs-number": "133770906", "state-of-incorporation": "DE", "fiscal-year-end": "1228"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "033-82028", "film-number": "96662450"}, "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 September 29, 1996
  
                    Commission file numbers 33-82028; 33-82028-01
  
                             FOAMEX-JPS AUTOMOTIVE L.P.
                           FOAMEX-JPS CAPITAL CORPORATION
               (Exact name of registrant as specified in its charter)
  
       Delaware                                              13-3770906
       Delaware                                              13-3770901
  (State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                         Identification Number)
  
  1000 Columbia Avenue
  Linwood, PA                                                  19061
  (Address of principal                                      (Zip Code)
  executive offices)
  
  Registrant's telephone number, including area code (610) 859-3000
  
  Indicate  by check mark  whether  the  registrants  (1) have  filed all  reports
  required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
  1934  during  the  preceding  12 months  (or for such  shorter  period  that the
  registrant was required to file such reports), and (2) have been subject to such
  filing requirements for the past 90 days.
  YES  X    NO
  
  Foamex-JPS  Capital  Corporation  meets  the  conditions  set  forth in  General
  Instruction  H (1) (a) and (b) of Form 10-Q and is  therefore  filing  this form
  with the reduced disclosure format.
  
  The  number  of  shares  of  Foamex-JPS  Capital   Corporation's   common  stock
  outstanding as of November 1, 1996 was 1,000.
  
                                    Page 1 of 22
                            Exhibit List on Page 14 of 22
  FOAMEX-JPS AUTOMOTIVE L.P.
                           FOAMEX-JPS CAPITAL CORPORATION
  
                                        INDEX
                                                                          Page
  
  Part I. Financial Information:
  
       Item 1. Financial Statements
  
            Foamex-JPS Automotive L.P.
  
            Condensed  Consolidated  Balance Sheets as of 
            September 29, 1996 and December 31, 1995                       3
  
            Condensed  Consolidated   Statements  of  Operations  -
            Thirteen  Week  and  Thirty-Nine   Week  Periods  Ended
            September 29, 1996 and October 1, 1995                         4
  
            Condensed  Consolidated  Statements  of  Cash  Flows  -
            Thirty-Nine  Week Periods Ended  September 29, 1996 and
            October 1, 1995                                                5
  
            Notes to Condensed Consolidated Financial Statements           6
  
            Foamex-JPS Capital Corporation
  
            Balance  Sheets as of  September  29, 1996 and 
            December 31, 1995                                              9
  
            Notes to Balance Sheets                                       10
  
       Item 2.  Management's  Discussion  and Analysis of Financial
                Condition and Results of Operations                       11
  
  Part II. Other Information                                              14
  
            Exhibit List                                                  14
  
            Signatures                                                    22
  
                                          2
  PART I.  FINANCIAL INFORMATION
  ITEM 1.  FINANCIAL STATEMENTS
  
                      FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
                  CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
  September 29,        December 31,
                                                              1996                 1995
                                                                     (thousands)
  ASSETS
  CASH                                                      $       2           $       2
  
  OTHER CURRENT ASSETS                                              3                  --
  
  INVESTMENT IN UNCONSOLIDATED
        LIMITED PARTNERSHIPS                                   36,643             141,298
  
  DEBT ISSUANCE COSTS, NET                                      3,814               4,067
                                                            ---------           ---------
  
  TOTAL ASSETS                                              $  40,462           $ 145,367
                                                            =========           =========
  
  LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
  
  INTERCOMPANY PAYABLE                                      $      75           $      58
  
  LONG-TERM DEBT - EQUITY AFFILIATE                            49,854              44,444
  
  LONG-TERM DEBT                                               78,178              70,381
                                                            ---------           ---------
  
  TOTAL LIABILITIES                                           128,107             114,883
                                                            ---------           ---------
  
  COMMITMENTS AND CONTINGENCIES                                    --                  --
                                                            ---------           ---------
  
  PARTNERS' EQUITY (DEFICIT):
        General partner                                          (771)                410
        Limited partner                                       (72,567)             44,382
        Other                                                 (14,307)            (14,308)
                                                            ---------           ---------
        Total Partners' Equity (Deficit)                      (87,645)             30,484
                                                            ---------           ---------
  
  TOTAL LIABILITIES AND PARTNERS' EQUITY (DEFICIT)          $  40,462           $ 145,367
                                                            =========           =========
  The accompanying notes are an integral part of the condensed
                         consolidated financial statements.
  
                                          3
  FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
             CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
  13 Week Periods Ended                 39 Week Periods Ended
                                                 September 29,        October 1,       September 29,         October 1,
                                                     1996                1995              1996                  1995
                                                                               (thousands)
  INTEREST AND DEBT ISSUANCE EXPENSE              $   2,455           $   2,117           $   7,045           $   5,987
  
  OTHER EXPENSE                                           2                  16                  14                  20
                                                  ---------           ---------           ---------           ---------
  
  LOSS BEFORE EQUITY IN EARNINGS OF
     UNCONSOLIDATED LIMITED PARTNERSHIPS             (2,457)             (2,132)             (7,059)             (6,007)
  
  EQUITY IN EARNINGS OF UNCONSOLIDATED
     LIMITED PARTNERSHIPS                            11,216               5,110              33,919              19,137
                                                  ---------           ---------           ---------           ---------
  
  INCOME FROM CONTINUING OPERATIONS                   8,759               2,978              26,860              13,130
                                                  ---------           ---------           ---------           ---------
  
  DISCONTINUED OPERATIONS:
  
  OPERATING LOSS FROM DISCONTINUED 
     OPERATIONS                                        (373)               (355)             (1,114)             (1,096)
  
  EQUITY IN INCOME (LOSS) FROM
     DISCONTINUED OPERATIONS                       (104,541)                476            (139,740)              7,694
                                                  ---------           ---------           ---------           ---------
  
  INCOME (LOSS) FROM DISCONTINUED
     OPERATIONS                                    (104,914)                121            (140,854)              6,598
                                                  ---------           ---------           ---------           ---------
  
  INCOME (LOSS) BEFORE EXTRAORDINARY
     LOSS                                           (96,155)              3,099            (113,994)             19,728
  
  EQUITY IN EXTRAORDINARY LOSS ON
     EARLY EXTINGUISHMENT OF DEBT                      (659)                 --                (659)                 --
                                                  ---------           ---------           ---------           ---------
  
  NET INCOME (LOSS)                               $ (96,814)          $   3,099           $(114,653)          $  19,728
                                                  =========           =========           =========           =========
  The accompanying notes are an integral part of the condensed
                         consolidated financial statements.
  
                                          4
  FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
  39 Week Periods Ended
                                                                       September 29,       October 1,
                                                                            1996               1995
                                                                                  (thousands)
  OPERATING ACTIVITIES:
     Net income (loss)                                                  $(114,653)          $  19,728
     Adjustments to reconcile net income to net cash
         provided by operating activities:
     Amortization of debt issuance costs and debt discount                  8,159               7,083
     Equity in earnings of unconsolidated limited partnerships            (33,919)            (19,137)
     Equity in (income) loss from discontinued operations                 139,740              (7,694)
     Equity in extraordinary loss                                             659                  --
     Change in other assets and liabilities, net                               14                  20
                                                                        ---------           ---------
  
         Net cash provided by operating activities                             --                  --
                                                                        ---------           ---------
  
  INVESTING ACTIVITIES:
  
     Cash distributions from unconsolidated subsidiaries                    3,477               2,329
                                                                        ---------           ---------
  
         Net cash provided by investing activities                          3,477               2,329
                                                                        ---------           ---------
  
  FINANCING ACTIVITIES:
  
     Cash distributions to partners                                        (3,477)             (2,329)
                                                                        ---------           ---------
  
         Net cash used for financing activities                            (3,477)             (2,329)
                                                                        ---------           ---------
  
  NET INCREASE IN CASH                                                         --                  --
  
  CASH AT BEGINNING OF PERIOD                                                   2                   2
                                                                        ---------           ---------
  
  CASH AT END OF PERIOD                                                 $       2           $       2
                                                                        =========           =========
  The accompanying notes are an integral part of the condensed
                         consolidated financial statements.
  
                                          5
  FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  1.   ORGANIZATION AND BASIS OF PRESENTATION
  
     The  condensed  consolidated  balance  sheet as of December 31, 1995 has been
  condensed from the audited  consolidated balance sheet at that date and restated
  for  discontinued  operations  (see Note 2 below).  The  condensed  consolidated
  balance sheet as of September 29, 1996, the condensed consolidated statements of
  operations  for the thirteen and  thirty-nine  week periods ended  September 29,
  1996 and October 1, 1995,  and the  condensed  consolidated  statements  of cash
  flows for the  thirty-nine  week periods ended September 29, 1996 and October 1,
  1995 have been prepared by Foamex-JPS  Automotive  L.P. and subsidiary  ("FJPS")
  and have not been audited by FJPS's independent accountants. Also, the condensed
  consolidated statements of operations for the thirteen week and thirty-nine week
  periods ended October 1, 1995 and the condensed  consolidated  statement of cash
  flows for the  thirty-nine  week period ended October 1, 1995 have been restated
  for  discontinued  operations (see Note 2 below).  In the opinion of management,
  all adjustments,  consisting only of normally recurring adjustments,  considered
  necessary  for a fair  presentation  of  the  consolidated  financial  position,
  results of operations and cash flows have been included.
  
     On August 28, 1996,  FJPS  entered into an agreement to sell its  partnership
  interests in JPS Automotive L.P. ("JPS Automotive") to a subsidiary of Collins &
  Aikman Corporation.  On August 1, 1996, Foamex L.P.  consummated the sale of the
  outstanding  common  stock of Perfect  Fit  Industries,  Inc.  ("Perfect  Fit").
  Accordingly,   the  accompanying  condensed  consolidated  financial  statements
  reflects JPS Automotive and Perfect Fit as discontinued  operations.  See Note 2
  below for further discussion.
  
     Certain  information and note disclosures  normally included in the financial
  statements prepared in accordance with generally accepted accounting  principles
  have been omitted in accordance with the rules and regulations of the Securities
  and Exchange  Commission.  These  condensed  consolidated  financial  statements
  should be read in conjunction FJPS's 1995 consolidated  financial statements and
  notes  thereto as set forth in FJPS's  Annual Report on Form 10-K for the fiscal
  year  ended  December  31,  1995.  In  addition,  these  condensed  consolidated
  financial  statements  should be read in conjunction  with Foamex L.P.'s and JPS
  Automotive's  condensed  consolidated  financial statements and notes thereto as
  set forth in its respective  Form 10-Q for the quarterly  period ended September
  29, 1996 as filed with the Securities and Exchange Commission.
  
     FJPS's   condensed   consolidated   financial   statements   consist  of  the
  consolidated   results  of  operations  of  FJPS,   including  its  wholly-owned
  subsidiary Foamex-JPS Capital Corporation ("FJCC"),  and its 98% equity interest
  in Foamex L.P. and its 99% equity  interest in JPS  Automotive.  FJPS's share of
  earnings of these unconsolidated  limited partnerships is reflected in income as
  earned  and   distributions   will  be  credited   against  the   investment  in
  unconsolidated  limited  partnerships  when  received.  FJPS has no employees or
  operations of its own nor do its partners incur any expenses on its behalf.
  
  2.   DISCONTINUED OPERATIONS
  
     On August 28, 1996,  FJPS  entered into an agreement to sell its  partnership
  interests in JPS Automotive to a subsidiary of Collins & Aikman  Corporation for
  $220.0 million,  subject to final adjustments,  which includes the assumption of
  JPS  Automotive's  long-term  debt.  FJPS has  recorded  a loss on  disposal  of
  discontinued  operations  of  approximately  $99.1 million  including  equity of
  earnings of unconsolidated  limited  partnership of $0.1 million for the thirty-
  nine  week  period  ended  September  29,  1996  relating  to  the  sale  of JPS
  Automotive. For the thirty-nine week period ended October 1, 1995, the equity in
  income from discontinued operations amounted to approximately $8.3 million. FJPS
  expects the sale of JPS Automotive to be consummated prior to December 29, 1996.
  
                                          6
  FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  2.   DISCONTINUED OPERATIONS (continued)
  
     On August 1, 1996, Foamex L.P.  completed the sale of the outstanding  common
  stock of Perfect Fit, a wholly-owned  subsidiary of Foamex L.P., for an adjusted
  sale price of approximately $45.4 million, subject to post-closing  adjustments.
  Foamex  L.P.  has  recorded a loss on  disposal of  discontinued  operations  of
  approximately  $41.5 million including equity in loss of unconsolidated  limited
  partnership of approximately  $1.0 million for the thirty-nine week period ended
  September 29, 1996 relating to the sale of Perfect Fit.  Foamex L.P.  provided a
  valuation  allowance  for the capital  loss  relating to the sale of Perfect Fit
  since it expects that its future  capital  gain taxable  income will more likely
  not be  sufficient  to fully  recognize  the deferred tax asset  relating to the
  capital loss carryforward.
  
                                          7
  FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  3.   SUMMARIZED FINANCIAL INFORMATION OF EQUITY AFFILIATE
  
     The following table presents summarized financial  information of Foamex L.P.
  (98% owned) which is accounted for by the equity method as of September 29, 1996
  and December 31, 1995 and for the thirteen and  thirty-nine  week periods  ended
  September 29, 1996 and October 1, 1995.
  
  Foamex L.P.(1)                      September 29,     December 31,
                                          1996              1995
                                                (thousands)
  Current assets                        $303,298          $226,274
  Noncurrent assets                      289,623           381,541
  Current liabilities                    184,111           159,856
  Noncurrent liabilities                 432,853           460,519
  Note receivable from partner            49,854            44,444
  
                                          8
  FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  3.   SUMMARIZED FINANCIAL INFORMATION OF EQUITY AFFILIATE (continued)
  
  Thirteen Week Period Ended:              September 29,          October 1,
                                               1996                  1995
  
  Net sales                                  $ 236,766           $ 217,036
  Gross profit                                  39,960              30,809
  Income from continuing operations             11,445               5,214
  Loss from discontinued operations             (1,989)               (142)
  Net income                                     8,784               5,072
  
  Thirty-Nine Week Period Ended:
  
  Net sales                                  $ 696,344           $ 651,928
  Gross profit                                 114,158              96,671
  Income from continuing operations             34,611              19,528
  Loss from discontinued operations            (41,516)               (640)
  Net income (loss)                             (7,577)             18,888
  
  (1) In April 1996,  Foamex  International  Inc.  contributed  the foam  products
  operations of Foamex Latin America,  Inc. ("Latin America") to FJPS (99%) and to
  FJGP Inc.  (1%) who then  contributed  its  investment in Latin America to FJPS.
  FJPS  subsequently  contributed  its 100%  investment in Latin America to Foamex
  L.P. The  contribution  was  accounted  for in a manner  similar to a pooling of
  interests since the entities are under common control.  Accordingly, all periods
  presented  have been restated to reflect the financial  condition and results of
  operations of Latin America.  Also, on August 1, 1996, Foamex L.P. completed the
  sale  of  Perfect  Fit,  accordingly,   the  condensed   consolidated  financial
  information  presented above has been restated for  discontinued  operations and
  includes the net loss associated with the sale of Perfect Fit.
  
  4.   SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  
                                                   39 Week Periods Ended
                                                September 29,     October 1,
                                                    1996              1995
                                                         (thousands)
  Noncash items:
      Accretion on the FJPS Note                   $5,410          $4,661
      Debt issuance costs paid by partner              --             190
      Accrued debt issuance costs                      --              13
  
                                          9
  FOAMEX - JPS CAPITAL CORPORATION
            (A Wholly-Owned Subsidiary of Foamex - JPS Automotive L.P.)
                             Balance Sheets (unaudited)
  
                                                  September 29,   December 31,
  ASSETS                                              1996           1995
                                                          (thousands)
  
  CASH                                               $    1         $    1
                                                     ======         ======
  
  LIABILITIES AND STOCKHOLDER'S EQUITY
  
  COMMITMENTS AND CONTINGENCIES                          --              --
                                                     ------         ------
  
  STOCKHOLDER'S EQUITY:
        Common stock, par value $.01 per share;
        1,000 shares authorized, issued and
        outstanding                                      --              --
  
  ADDITIONAL PAID IN CAPITAL                              1              1
                                                     ------         ------
  
  TOTAL STOCKHOLDER'S EQUITY                         $    1         $    1
                                                     ======         ======
  
                 The accompanying notes are an integral part of the
                                  balance sheets.
  
                                         10
  FOAMEX-JPS CAPITAL CORPORATION 
             (A Wholly-Owned Subsidiary of Foamex-JPS Automotive L.P.)
                         NOTES TO BALANCE SHEETS (unaudited)
  
  1.   ORGANIZATION
  
     Foamex-JPS  Capital  Corporation  ("FJCC"),  a  wholly-owned   subsidiary  of
  Foamex-JPS Automotive L.P. ("FJPS"), was formed and initially capitalized on May
  13, 1994. FJCC engages in business activities related to borrowing money for the
  benefit of FJPS.
  
  2.   COMMITMENTS AND CONTINGENCIES
  
     FJCC is a joint and several  obligor with FJPS on  borrowings  consisting  of
  $78.2 million senior secured  discount  debentures due 2004, (net of unamortized
  debt discount of $38.5 million) (the "Discount Debentures").
  
     The Discount  Debentures in the aggregate  principal amount of $116.7 million
  were issued on June 28, 1994 by FJPS and FJCC.  The original  issue  discount is
  being amortized  using the weighted  average to maturity method over the life of
  the issue.  No cash  interest  is payable on the  Discount  Debentures  prior to
  January 1, 2000;  rather,  the Discount  Debentures accrete on a daily basis and
  compounds semiannually at the rate of 13.50% per annum from the date of issuance
  of the Discount  Debentures  through  June 30,  1996,  at the rate of 13.75% per
  annum from July 1, 1996  through  June 30,  1997,  and at the rate of 14.00% per
  annum from July 1, 1997 through June 30, 1999.
  
                                         11
  Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATION
  
  General
  
     The results of operations of Foamex-JPS  Automotive L.P. ("FJPS") include its
  equity in the  undistributed  earnings of Foamex L.P.  and JPS  Automotive  L.P.
  ("JPS  Automotive") and interest and debt issuance expense on the senior secured
  discount  debentures  due 2004 (the "Discount  Debentures").  FJPS has no direct
  control or influence over Foamex L.P. or JPS Automotive. Control is exercised by
  Foamex International Inc. ("Foamex  International") through its ownership of the
  respective managing general partners of Foamex L.P., JPS Automotive, and FJPS.
  
     On August 28, 1996,  FJPS  entered into an agreement to sell its  partnership
  interests in JPS Automotive L.P. ("JPS Automotive") to a subsidiary of Collins &
  Aikman  Corporation.  FJPS expects the sale of JPS  Automotive to be consummated
  prior to December 29, 1996. On August 1, 1996, Foamex L.P.  consummated the sale
  of the outstanding common stock of Perfect Fit Industries, Inc. ("Perfect Fit").
  Accordingly,   the  accompanying  condensed  consolidated  financial  statements
  reflects JPS Automotive and Perfect Fit as discontinued  operations.  See Note 2
  to the condensed consolidated financial statements for further discussion.
  
  Results of Operations
  
     The  following  is a  summarized  discussion  of  Foamex  L.P.'s  results  of
  operations.  For further information regarding Foamex L.P., reference is made to
  the Form 10-Q's of Foamex L.P.  for the thirteen  and  thirty-nine  week periods
  ended September 29, 1996 as filed with the Securities and Exchange Commission.
  
  13 Week Period Ended September 29, 1996 Compared to 13 Week Period Ended 
  October 1, 1995
  
     Foamex L.P.
  
     Net sales for 1996 were $236.8 million as compared to $217.0 million in 1995,
  an  increase  of $19.8  million  or 9.1%.  Carpet  cushion  net  sales  for 1996
  increased  13.4% to $77.0  million from $67.9  million in 1995  primarily due to
  increased  selling  prices  late  in the  second  quarter  of  1996,  as well as
  increased  shipments of certain carpet  cushion  products.  Cushioning  foam net
  sales for 1996  increased  4.5% to $86.0  million  from  $82.3  million  in 1995
  primarily  due to an  increase in net sales  volume  from both new and  existing
  customers  of bedding  related  products,  as well as increased  selling  prices
  initiated at the beginning of 1996. Automotive foam net sales for 1996 increased
  8.5% to $55.9  million from $51.5  million in 1995  primarily due to a continued
  increase in net sales of  tri-laminates  and composite  headliners and increased
  selling prices initiated at the beginning of 1996.  Technical foam net sales for
  1996  increased  17.0% to $17.9 million from $15.3 million in 1995 primarily due
  to increased selling prices and increased net sales volume.
  
     Gross  profit as a percentage  of net sales  increased to 16.9% for 1996 from
  14.2% in 1995 primarily due to selling price increases and improved material and
  production efficiencies.
  
                                         12
  Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATION
  
     Income from operations increased to $24.9 million for 1996 from $16.9 million
  in 1995 primarily due to improved gross profit margins as discussed above offset
  by an increase of $1.2 million in selling,  general and administrative  expenses
  for 1996.  The  increase in  selling,  general  and  administrative  expenses is
  primarily due to increases  associated  with  management  realignment  under the
  operational plan offset by reductions in salary, professional and travel costs.
  
     Income from  continuing  operations  increased to $11.4 million for 1996 from
  $5.2  million in 1995  primarily  due to reasons  cited  above.  The increase in
  interest and debt issuance expense is primarily due to (i) the inclusion in 1996
  continuing  operations  of interest  expense on the $29.8 million of public debt
  that  Foamex  L.P.  has offered to redeem;  whereas  for the 1995  period,  this
  interest  expense  was  allocated  to  discontinued  operations  (ii)  offset by
  favorable results from interest rate swap agreements.
  
     The loss from discontinued  operations  totaling $2.0 million for 1996 is the
  result of the sale of Perfect Fit which was completed on August 1, 1996.
  
     The  extraordinary  loss on  early  extinguishment  of  debt of $0.7  million
  relates  to the  write-off  of debt  issuance  costs  associated  with the early
  extinguishment of $12.0 million of bank term loan borrowings.
  
     Operating  results for 1996 are expected to be influenced by various internal
  and  external  factors.  These  factors  include,  among other  things,  (i) the
  implementation  of an operational plan to improve the  profitability of the foam
  products  segment,  (ii) the  completion of the  consolidation  of thirteen foam
  production,  fabrication or branch locations,  (iii) the potential  reduction of
  long-term debt with  substantially all of the proceeds from the sale of the home
  comfort products segment, (iv) additional raw material price increases,  if any,
  by Foamex L.P.'s chemical  suppliers and (v) Foamex L.P.'s success in passing on
  selling price increases to recover previous raw material cost increases.(1)
  
  (1)   This paragraph contains  forward-looking  statements and should be read in
        conjunction with the discussion  regarding forward-looking statements set
        forth on Page 5 of Foamex L.P.'s Annual Report on Form 10-K.
  
                                         13
  Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATION
  
  39 Week Period Ended September 29, 1996 Compared to 39 Week Period Ended 
  October 1, 1995
  
     Foamex L.P.
  
     Net sales for 1996 were $696.3  million as compared to $651.9 million in 1995
  for an  increase  of $44.4  million or 6.8%.  Carpet  cushion net sales for 1996
  increased  4.7% to $217.2  million from $207.5  million in 1995 primarily due to
  increased selling prices late in the second quarter of 1996 offset by a decrease
  in net sales volume during the first quarter of 1996.  Cushioning foam net sales
  for 1996  increased 7.6% to $252.0 million from $234.2 million in 1995 primarily
  due to  increased  net sales  volume  from both new and  existing  customers  of
  bedding related products, increased selling prices initiated at the beginning of
  1996 and the April 1995 acquisition of a company which  manufactures  cushioning
  products.  Automotive  foam net sales for 1996  increased 8.0% to $175.2 million
  from $162.2 million in 1995  primarily due to a continued  increase in net sales
  of tri-laminates and composite headliners and increased selling prices initiated
  at the beginning of 1996.  Technical  foam net sales for 1996  increased 8.1% to
  $51.9  million from $48.0  million in 1995  primarily  due to increased  selling
  prices and increased net sales volume.
  
     Gross  profit as a percentage  of net sales  increased to 16.4% for 1996 from
  14.8% in 1995 primarily due to selling price increases and improved material and
  production efficiencies.
  
     Income from operations increased to $72.0 million for 1996 from $55.6 million
  in 1995 primarily due to improved gross profit margins as discussed above offset
  by an increase of $1.1 in selling,  general  and  administrative  expenses.  The
  increase in selling,  general and  administrative  expenses is primarily  due to
  increases  associated with  management  realignment  under the operational  plan
  offset by reductions in salary, professional and travel costs.
  
     Income from  continuing  operations  increased to $34.6 million for 1996 from
  $19.5 million in 1995 primarily due to the reasons cited above and a decrease in
  interest and debt issuance expense of $1.7 million. The decrease in interest and
  debt issuance expense was primarily due to favorable  results from interest rate
  swap  agreements  offset  by the  inclusion  in 1996  continuing  operations  of
  interest  expense  on the $29.8  million of public  debt that  Foamex  L.P.  has
  offered to redeem;  whereas  for the 1995  period,  this  interest  expense  was
  allocated to discontinued operations.
  
     The loss from discontinued  operations totaling $41.5 million for 1996 is the
  result of the sale of Perfect Fit which was  completed on August 1, 1996 and the
  operating losses of Perfect Fit for the periods presented.
  
     The  extraordinary  loss on  early  extinguishment  of  debt of $0.7  million
  relates  to the  write-off  of debt  issuance  costs  associated  with the early
  extinguishment of $12.0 million of bank term loan borrowings.
  
     Operating  results for 1996 are expected to be influenced by various internal
  and  external  factors.  These  factors  include,  among other  things,  (i) the
  implementation  of an operational plan to improve the  profitability of the foam
  products  segment,  (ii) the  completion of the  consolidation  of thirteen foam
  production,  fabrication or branch locations,  (iii) the potential  reduction of
  long-term debt with  substantially all of the proceeds from the sale of the home
  comfort products segment, (iv) additional raw material price increases,  if any,
  by Foamex L.P.'s chemical  suppliers and (v) Foamex L.P.'s success in passing on
  selling price increases to recover previous raw material cost increases.(1)
  
  (1)   This paragraph contains  forward-looking  statements and should be read in
        conjunction with the discussion  regarding forward-looking statements set
        forth on Page 5 of Foamex L.P.'s Annual Report on Form 10-K.
  
                                         14
  Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATION
  
  Liquidity and Capital Resources
  
     FJPS's  only  source of cash to meet its  obligations,  including  paying the
  principal of, premium, if any, or interest on the Discount Debentures and a note
  payable to Foamex L.P.  (the "FJPS Note") when due,  are capital  contributions,
  dividends, loans, advances or other payments, as applicable, from Foamex L.P. or
  from its partners,  Foamex International and FJGP Inc. Foamex L.P. is subject to
  significant  contractual  restrictions  on its ability to pay  dividends or make
  loans,  advances  or  payments  to FJPS.  FJPS does not  anticipate  funding any
  operating cash  requirements of Foamex L.P.  During the thirty-nine  week period
  ended  September  29, 1996,  FJPS received  $3.5 million of  distributions  from
  Foamex L.P. and paid $3.5 million of distributions to its partners.
  
                                         15
  PART II - OTHER INFORMATION
  
  Item 1. Legal Proceedings.
  
          Reference is made to the description of the legal proceedings
          contained in FJPS's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1995 and in FJPS's Quarterly Reports on Form 10-Q
          for the fiscal quarters ended March 31, 1996 and June 30, 1996.
  
  Item 2. Changes in Securities.
  
          None.
  
  Item 3. Defaults Upon Senior Securities.
  
          None.
  
  Item 4. Submission of Matters to a Vote of Security Holders.
  
          None.
  
  Item 5. Other Information.
  
          In connection with the sale of JPS Automotive,  on October 7, 1996, FJPS
          and  Foamex-JPS  Capital  Corporation,  a subsidiary  of FJPS  ("FJCC"),
          solicited  from the  holders of their  Discount  Debentures  a waiver of
          certain  provisions  of the  indenture  pursuant  to which the  Discount
          Debentures  were  issued.  As of  October  23,  1996,  FJPS and FJCC had
          received  waivers  from  holders  of 100% of the  outstanding  principal
          amount of Discount Debentures.
  
          In  addition,  on  September  23,  1996,  Foamex L.P.  offered to redeem
          approximately $29.8 million of its publicly held notes and debentures at
          101% of the principal amount from the remaining  proceeds of the sale of
          Perfect Fit. As of October 31, 1996, Foamex L.P. received acceptances of
          the  offer to  redeem  from  holders  of its  publicly  held  notes  and
          debentures  representing  $11.0  million  of offers for  redemption.  On
          November 8, 1996, Foamex L.P. issued a supplemental  offer to redeem the
          remaining portion of the $29.8 million principal amount.
  
  Item 6. Exhibits and Reports on Form 8-K.
  
          (a) Exhibits
  
  3.1(a)    - Restated Certificate of Incorporation of Foamex International.
  3.2(a)    - By-laws of Foamex International.
  3.3(i)    - First Amended and Restated Agreement of Limited Partnership of FJPS.
  3.4(i)    - Certificate of Incorporation of FJCC.
  3.5(i)    - By-laws of FJCC.
  3.6(i)    - Certificate of Incorporation of FJGP.
  3.7(i)    - By-laws of FJGP.
  4.1(b)    - Indenture, dated as of June 3, 1993, among Foamex L.P. and Foamex
              Capital Corporation ("FCC"), as joint and several obligors, General
              Felt, as Guarantor, and Shawmut Bank, National Association
              ("Shawmut"), as trustee, relating to $160,000,000 principal amount 
              of 9 1/2% Senior Secured Notes due 2000 (the "Senior Secured 
              Notes"), including form of Senior Secured Note.
  4.2(a)    - First Supplemental Indenture, dated as of November 18, 1993, among
              Foamex International and FCC, as Issuers, General Felt Industries,
              Inc. ("General Felt") and Perfect Fit, as Guarantors, and Shawmut,
              as trustee, relating to the Senior Secured Notes.
  4.3(a)    - Second Supplemental Indenture, dated as of December 14, 1993, among
              Foamex L.P. and FCC, as Issuers, Foamex International, General Felt
              and Perfect Fit, as Guarantors, and Shawmut, as trustee, relating to
              the Senior Secured Notes.
  4.3.1(t)  - Third Supplemental Indenture, dated as of August 1, 1996, by and
              Foamex among Foamex L.P. and Foamex Capital Corporation, as Issuers,
              International Inc., as parent guarantor, General Felt Industries,
              Inc., as guarantor, Perfect Fit Industries, Inc., as withdrawing
              guarantor, and Fleet National Bank, as Trustee, relating to the 
              Senior Secured Notes.
  4.4(b)    - Company Pledge Agreement, dated as of June 3, 1993, by Foamex L.P.
              in favor of Shawmut, as trustee for the holders of the Senior 
              Secured Notes.
  
                                         16
  4.5(b)    - Company Pledge Agreement, dated as of June 3, 1993, by FCC in favor
              of Shawmut, as trustee for the holders of the Senior Secured Notes.
  4.6(b)    - Subsidiary Pledge Agreement, dated as of June 3, 1993, by General
              Felt in favor of Shawmut, as trustee for the holders of the Senior
              Secured Notes.
  4.7(b)    - Company Security Agreement, dated as of June 3, 1993, by Foamex L.P.
              and FCC in favor of Shawmut, as trustee for the holders of the 
              Senior Secured Notes.
  4.8(b)    - Subsidiary Security Agreement, dated as of June 3, 1993, by General
              Felt in favor of Shawmut, as trustee for the holders of the Senior
              Secured Notes.
  4.9(b)    - Collateral Assignment of Patents and Trademarks, dated as of June 3,
              1993, by Foamex L.P. in favor of Shawmut, as trustee for the holders
              of the Senior Secured Notes.
  4.10(b)   - Collateral Assignment of Patents and Trademarks, dated as of June 3,
              1993, by FCC in favor of Shawmut, as trustee for the holders of the
              Senior Secured Notes.
  4.11(b)   - Collateral Assignment of Patents and Trademarks, dated as of June 3,
              1993, by General Felt in favor of Shawmut, as trustee for the 
              holders of the Senior Secured Notes.
  4.12(a)   - Pledge Agreement of Perfect Fit, dated November 18, 1993, in
              connection with the Senior Secured Notes.
  4.13(c)   - Indenture, dated as of October 13, 1992, among Foamex L.P., FCC and
              The Connecticut National Bank, as trustee, relating to $150,000,000
              principal amount of 11 1/4% Senior Notes due 2002 (the "Senior
              Notes"), including form of Senior Note.
  4.14(d)   - First Supplemental Indenture, dated as of March 23, 1993, among
              Foamex L.P. and FCC, as joint and several obligors, General Felt, 
              as Guarantor, and Shawmut Bank Connecticut, National Association
              (formerly The Connecticut National Bank ("Shawmut Connecticut")), 
              as trustee, relating to the Senior Notes.
  4.15(a)   - Second Supplemental Indenture, dated as of November 18, 1993, among
              Foamex L.P. and FCC, as Issuers, General Felt and Perfect Fit, as
              Guarantors and Shawmut Connecticut, as trustee, relating to the 
              Senior Notes.
  4.16(a)   - Third Supplemental Indenture, dated as of December 14, 1993, among
              Foamex L.P. and FCC, as Issuers, Foamex International, General Felt
              and Perfect Fit, as Guarantors and Shawmut Connecticut, as trustee,
              relating to the Senior Notes.
  4.17(m)   - Fourth Supplemental Indenture, dated as of October 31, 1994, among
              Foamex L.P. and FCC as Issuers, Foamex International as Parent
              Guarantor, General Felt and Perfect Fit as Guarantors and Shawmut
              Connecticut, as Trustee, relating to the Senior Notes.
  4.17.1(t) - Fifth Supplemental Indenture, dated as of August 1, 1996, by and
              among Foamex L.P. and Foamex Capital Corporation, as Issuers, 
              Foamex International Inc., as parent guarantor, General Felt 
              Industries, Inc., as guarantor, Perfect Fit Industries, Inc.,
              as withdrawing guarantor, and Fleet National Bank, as Trustee,
              relating to the Senior Notes.
  4.18(c)   - Indenture, dated as of October 13, 1992, among Foamex L.P., FCC and
              Shawmut Bank, as trustee, relating to $126,000,000 principal amount
              of 117/8% Senior Subordinated Debentures due 2004 (the "Senior
              Subordinated Debentures"), including form of Senior Subordinated
              Debenture.
  4.19(d)   - First Supplemental Indenture, dated as of March 23, 1993, among
              Foamex L.P. and FCC, as joint and several obligors, General Felt,
              as Guarantor, and Shawmut, as trustee, relating to the Senior
              Subordinated Debentures.
  4.20(a)   - Second Supplemental Indenture, dated as of November 18, 1993, among
              Foamex L.P. and FCC, as Issuers, General Felt and Perfect Fit, as
              Guarantors and Shawmut, as trustee, relating to the Senior
              Subordinated Debentures.
  4.21(b)   - Third Supplemental Indenture, dated as of December 14, 1993, among
              Foamex L.P. and FCC, as Issuers, Foamex International, General Felt
              and Perfect Fit, as Guarantors and Shawmut, as trustee, relating to
              the Senior Subordinated Debentures.
  4.21.1(t) - Fourth Supplemental Indenture, dated as of August 1, 1996, by and
              among Foamex L.P. and Foamex Capital Corporation, as Issuers, 
              Foamex International Inc., as parent guarantor, General Felt 
              Industries, Inc., as guarantor, Perfect Fit Industries, Inc.,
              as withdrawi ngguarantor, and Fleet National Bank, as Trustee, 
              relating to the Subordinated Debentures.
  
                                         17
  4.22(i)   - Indenture, dated as of June 28, 1994, among FJPS and FJCC, as
              Issuers, Trace Holdings, as guarantor, and Shawmut Connecticut, as
              trustee, relating to $116,745,000 principal amount of Senior Secured
              Discount Debentures due 2004 (the "Senior Secured Discount
              Debentures'), including form of Senior Secured Discount Debenture.
  4.23(m)   - Pledge Agreement, dated as of June 28, 1994, made by FJPS in favor
              of Shawmut, as collateral agent for the holders of the Senior
              Secured Discount Debentures.
  4.24(i)   - Senior Note, dated June 28, 1994, in the aggregate principal amount
              of $87,943,103.14 due July 1, 2006, executed by FJPS to Foamex L.P.
  4.25(m)   - Pledge Agreement, dated as of June 28, 1994, among FJPS in favor of
              Foamex L.P. to secure its obligations under its Senior Note due 
              2006.
  4.26(m)   - Pledge Agreement, dated as of June 28, 1994, made by JPS Automotive
              L.P. in favor of Foamex L.P. to secure FJPS's obligations under its
              Senior Note due 2006.
  4.27(g)   - Indenture, between Products Corp. and Shawmut Connecticut, as
              Trustee, relating to $180,000,000 principal amount of 111/8% Senior
              Notes due 2001 (the "JPS Automotive Senior Notes"), including form
              of the JPS Automotive Senior Note.
  4.28(j)   - First Supplemental Indenture, dated as of October 5, 1994, between
              JPS Automotive, JPS Automotive L.P. and Shawmut Connecticut, as
              Trustee, relating to the JPS Automotive Senior Notes due 2001.
  4.29(t)   - Commitment letter, dated July 9, 1996, from The Bank of Nova Scotia
              to Foamex Canada Inc. 
  4.30(k)   - Second Amended and Restated Credit Agreement, dated as of June 28,
              1994, among Foamex L.P., General Felt, Perfect Fit, Trace Foam
              Company Inc. ("Trace Foam"), FMXI Inc., Citibank, N.A., The Bank of
              Nova Scotia, the institutions from time to time parties thereto as
              lenders, the institutions parties thereto as issuing banks and
              Citibank, N.A. and The Bank of Nova Scotia, as Administrative Agents
              (the "Foamex Credit Agreement").
  4.30.1(t) - Third Amended and Restated Credit Agreement, dated as of July 30,
              1996, among Foamex L.P., General Felt, Trace Foam, FMXI, Citibank,
              N.A., The Bank of Nova Scotia, the institutions from time to time
              parties thereto as lenders, the institutions parties thereto as
              issuing banks and Citibank, N.A. and The Bank of Nova Scotia, as
              Administrative Agents (the "Credit Agreement").
  4.31(m)   - First Amendment to Second Amended and Restated Credit Agreement of
              Foamex L.P., dated as of August 19, 1994.
  4.32(m)   - Second Amendment to Second Amended and Restated Credit Agreement of
              Foamex L.P., dated as of November 11, 1994.
  4.33(m)   - Third Amendment to Second Amended and Restated Credit Agreement of
              Foamex L.P., dated as of February 8, 1995.
  4.34(p)   - Fourth Amendment to Second Amended and Restated Credit Agreement of
              Foamex L.P., dated as of June 30, 1995.
  4.35(s)   - Fifth Amendment to Second Amended and Restated Credit Agreement of
              Foamex L.P., dated as of February 27, 1996.
  4.36(s)   - Letter of Consent to Waiver to the Second Amended and Restated
              Foamex L.P. Credit Agreement, dated December 31, 1995.
  4.37(s)   - Letter of Consent to Waiver to the Second Amended and Restated
              Foamex L.P. Credit Agreement, dated January 25, 1996.
  4.38(a)   - Guaranties, dated November 18, 1993, executed by each of Foamex
              L.P., General Felt and Perfect Fit, as guarantor, respectively, in
              favor of Citibank, N.A., as Administrative Agent, for the ratable
              benefit of the lenders and the issuing banks, guaranteeing the
              obligations of one another under the Foamex Credit Agreement.
  4.39(a)   - Guaranty, dated November 18, 1993, executed by FCC in favor of
              Citibank, N.A., as Administrative Agent, for the ratable benefit of
              the lenders and the issuing banks, guaranteeing the obligations of
              Foamex L.P., General Felt and Perfect Fit under the Foamex Credit
              Agreement.
  4.40(i)   - Amended and Restated Guaranty, dated as of June 28, 1994, executed
              by Foamex International in favor of Citibank, N.A. and The Bank of
              Nova Scotia, as Administrative Agents, for the ratable benefit of
              the lenders and the issuing banks under the Foamex Credit Agreement.
  
                                         18
  4.41(s)   - First Amendment to Amended and Restated Guaranty, dated June 30,
              1995, executed by Foamex International in favor of Citibank, N.A. 
              and The Bank of Nova Scotia, as Administrative Agents, for the 
              ratable benefit of the lenders and the issuing banks under the 
              Foamex Credit Agreement.
  4.42(s)   - Second Amendment to Amended and Restated Guaranty, dated February
              27, 1996, executed by Foamex International in favor of Citibank, 
              N.A. and The Bank of Nova Scotia, as Administrative Agents, for the
              ratable benefit of the lenders and the issuing banks under the
              Foamex Credit Agreement.
  4.43(a)   - Security Agreements, dated November 18, 1993, executed by each of
              Foamex L.P., General Felt, Perfect Fit and FCC, respectively, and
              Citibank N.A., as Administrative Agent for the lenders and the 
              issuing banks under the Foamex Credit Agreement.
  4.44(i)   - Amendatory Agreement, dated as of June 28, 1994, among Foamex L.P.,
              General Felt, Perfect Fit, FCC and Citibank, N.A., as collateral 
              agent under the Foamex Credit Agreement.
  4.44.1(t) - Amendatory Agreement, dated as of July 30, 1996, among Foamex L.P.,
              General Felt Industries, Inc., Foamex Capital Corporation, and
              Citibank N.A., as collateral agent under the Credit Agreement.
  4.45(a)   - Intercreditor Agreement, dated as of November 18, 1993, by and
              between Citibank, N.A., as Administrative Agent under the Credit
              Agreement and Shawmut, as trustee under the Foamex L.P. Senior 
              Secured Note Indenture.
  4.46(j)   - Amended and Restated Credit Agreement, dated October 5, 1994, by and
              among, JPS Automotive Products Corp., JPS Automotive L.P., JPSGP 
              Inc., the institutions party thereto as Lenders, the institutions 
              party thereto as Issuing Banks, and Citibank, N.A. and The Bank of
              Nova Scotia (the "JPS Credit Agreement").
  4.47(m)   - First Amendment to JPS Credit Agreement, dated as of November 11,
              1994.
  4.48(m)   - Second Amendment to JPS Credit Agreement, dated as of February 8,
              1995.
  4.49(r)   - Third Amendment to the JPS Credit Agreement, dated as of February
              27, 1996.
  4.49.1(u) - Fourth Amendment to the Amended and Restated Credit Agreement of JPS
              Automotive, dated as of June 17, 1996.
  4.50(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").
  4.51(a)   - Marely Loan Commitment Agreement, dated as of December 14, 1993, by
              and between Foamex International and Marely I.S.A. ("Marely").
  4.52(a)   - DLJ Loan Commitment Agreement, dated as of December 14, 1993, by and
              between Foamex International and DLJ Funding Inc. ("DLJ Funding").
  4.53(p)   - Promissory Note, dated July 7, 1995, in the aggregate principal
              amount of $4,372,516, executed by Trace International Holdings Inc.
              ("Trace Holdings") to Foamex L.P.
  4.54(s)   - Promissory Note, dated December 8, 1995, in the aggregate principal
              amount of $2,000,000 executed by Foamex International to Foamex L.P.
  10.1(a)   - Registration Rights Agreement, dated as of December 14, 1993, by 
              and among Foamex International and GBNY and, for certain limited 
              purposes as set forth therein, Trace Holdings and Trace Foam.
  10.2(a)   - Registration Rights Agreement, dated as of December 14, 1993, by 
              and among Foamex International and RFC and, for certain limited 
              purposes as set forth therein, Trace Holdings and Trace Foam.
  10.3(a)   - Registration Rights Agreement, dated as of December 14, 1993, by and
              between Foamex International and Rallis.
  10.4(a)   - Registration Rights Agreement, dated as of December 14, 1993, by and
              among Foamex International and DLJ Funding and, for certain limited
              purposes as set forth therein, Trace Holdings and Trace Foam.
  10.5(a)   - Registration Rights Agreement, dated as of December 14, 1993, by and
              between Foamex International and FCD Sub, Inc.
  10.6(a)   - Registration Rights Agreement, dated as of December 14, 1993, by and
              among Foamex International and Marely and, for certain limited
              purposes as set forth therein, Trace Holdings and Trace Foam.
  10.7(a)   - Registration Rights Agreement, dated as of December 14, 1993, by and
              between Foamex International and Trace Foam.
  
                                         19
  10.8(a)   - Registration Rights Agreement, dated as of December 14, 1993, by and
              between Foamex International and Trace Holdings.
  10.9(a)   - Registration Rights Agreement, dated as of November 18, 1993, by and
              among Foamex International and the Investors which are signatories
              thereto.
  10.10(i)  - Warrant Registration Rights Agreement, dated as of June 28, 1994, 
              by and among Foamex International, DLJ Funding and Smith Barney Inc.
  10.11(i)  - Senior Secured Discount Debenture Registration Rights Agreement,
              dated as of June 28, 1994, among FJPS, FJCC, Trace Holdings, DLJ
              Funding and Smith Barney Inc.
  10.12(h)  - Warrant Agreement, dated as of June 28, 1994, between Foamex
              International and Shawmut Bank.
  10.13(b)  - Interest Rate and Currency Exchange Agreement, dated as of June 14,
              1993, among Foamex L.P., FCC and Salomon Brothers Holdings Company
              Inc ("Salomon Holdings").
  10.14(m)  - Swap Agreement, dated as of March 31, 1994, and amended in November
              1994, by and between Foamex L.P. and Citibank, N.A.
  10.15(s)  - Amended Confirmation Letter Agreement, dated as of February 2, 1996,
              by and between Foamex L.P. and Citibank, N.A.
  10.16(b)  - Revised Swap Transaction Letter Agreement, dated as of June 10,
              1993, among Foamex L.P., FCC, and Salomon Holdings.
  10.17(g)  - Swap Agreement, dated as of June 30, 1994, by and between JPS
              Automotive and Citibank, N.A.
  10.18(q)  - Revised Swap Transaction Letter Agreement, dated May 11, 1995, by
              and among JPS Automotive Products Corp., JPS Automotive, and
              Citibank, N.A.
  10.19(d)  - Reimbursement Agreement, dated as of March 23, 1993, between Trace
              Holdings and General Felt.
  10.20(d)  - 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.
  10.21(e)  - Asset Transfer Agreement, dated as of October 2, 1990, between Trace
              Holdings and Foamex L.P. (the "Trace Holdings Asset Transfer
              Agreement").
  10.22(e)  - First Amendment, dated as of December 19, 1991, to the Trace
              Holdings Asset Transfer Agreement.
  10.23(e)  - Amended and Restated Guaranty, dated as of December 19, 1991, made
              by Trace Foam in favor of Foamex L.P.
  10.24(e)  - Asset Transfer Agreement, dated as of October 2, 1990, between
              Recticel Foam Corporation ("RFC") and Foamex L.P. (the "RFC Asset
              Transfer Agreement").
  10.25(e)  - First Amendment, dated as of December 19, 1991, to the RFC Asset
              Transfer Agreement.
  10.26(e)  - Schedule 5.03 to the RFC Asset Transfer Agreement (the "5.03
              Protocol").
  10.27(d)  - The 5.03 Protocol Assumption Agreement, dated as of October 13,
              1992, between RFC and Foamex L.P.
  10.28(d)  - Letter Agreement between Trace Holdings and Recticel regarding the
              Recticel guaranty, dated as of July 22, 1992.
  10.29(e)  - Supply Agreement between Recticel, formerly known as Gechem s.a.,
              and Foamex L.P., dated as of August 1, 1991.
  10.30(i)  - Supply Agreement, dated June 28, 1994, between Foamex L.P. and
              Foamex International.
  10.31(i)  - First Amended and Restated Tax Sharing Agreement, dated as of
              December 14, 1993, among Foamex L.P., Trace Foam, FMXI Inc., and
              Foamex International.
  10.32(i)  - Tax Sharing Agreement, dated as of June 28, 1994, among FJPS and
              Foamex International.
  10.33(d)  - Trace Foam Management Agreement between Foamex L.P. and Trace Foam,
              dated as of October 13, 1992.
  10.34(i)  - Affirmation Agreement re: Management Agreement, dated as of December
              14, 1993 between Foamex L.P. and Trace Foam.
  10.35(e)  - Salaried Incentive Plan of Foamex L.P. and Foamex Canada Inc.,
              General Felt, and Perfect Fit.
  10.36(e)  - Trace Holdings 1987 Nonqualified Stock Option Plan.
  10.37(e)  - Equity Growth Participation Program.
  10.38(e)  - Foamex L.P. Salaried Retirement Plan (formerly known as the Foamex
              L.P. Products, Inc. Salaried Employee Retirement Plan), as amended,
              effective July 1, 1984.
  
                                         20
  10.39(l)  - General Felt Industries, Inc. Retirement Plan for Salaried
              Employees, effective as of January 1, 1995.
  10.40(e)  - Foamex L.P. 401(k) Savings Plan dated January 1, 1989.
  10.41(s)  - Foamex/GFI 401(k) Savings Plan dated July 1, 1995.
  10.42(a)  - Foamex International's 1993 Stock Option Plan.
  10.43(a)  - Foamex International's Non-Employee Director Compensation Plan.
  10.44(g)  - Hourly Employees' Pension Plan of Products Corp.
  10.45(r)  - Retirement Pension Plan for Employees of JPS Automotive.
  10.46(q)  - Savings, Investment and Profit Sharing Plan of JPS Automotive, dated
              October 6, 1994.
  10.47(q)  - First Amendment to Savings, Investment and Profit Sharing Plan of
              JPS Automotive, dated July 26, 1995.
  10.48(a)  - Employment Agreement, dated as of May 6, 1993, by and between Foamex
              L.P. and Rallis.
  10.49(f)  - Employment Agreement, dated as of February 1, 1994, by and between
              Foamex L.P. and William H. Bundy.
  10.50(s)  - Employment Agreement, dated as of June 26, 1995, by and between
              Foamex L.P. and Salvatore J. Bonanno.
  10.51(j)  - Employment Agreement between Foamex International, JPS Automotive
              and Jerry Burns.
  10.52(o)  - Employment Agreement, dated as of August 4, 1994 by and among Foamex
              International, JPS Automotive, and Robert Sparks.
  10.53(r)  - Employment Agreement, dated as of September 1, 1995 by and between
              JPS Automotive and Dean Gaskins.
  10.54(n)  - Bonus Agreement, dated as of May 7, 1993, between Foamex
              International and Robert Hay.
  10.55(a)  - Amended and Restated Put Option Agreement, dated as of December 14,
              1993, by and between Trace Holdings and Rallis.
  10.56(f)  - 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.
  10.57(g)  - Asset Purchase Agreement, dated as of May 25, 1994, by and among JPS
              Automotive, JPS Textile Group, Inc., Foamex International, JPS Auto
              Inc. and JPS Converter & Industrial Corp. ("C&I").
  10.58(g)  - Services Agreement, by and between JPS Automotive and Foamex
              International.
  10.59(g)  - Dunean Reciprocal Easement Agreement, by and between JPS Automotive
              and C&I.
  10.60(g)  - Supply Agreement, by and among Foamex International and certain of
              its affiliates and JPS Automotive.
  10.61(g)  - Tax Sharing Agreement, by and among JPS Automotive and its partners.
  10.62(g)  - Financing Agreement, dated as June 4, 1993, by and between
              NationsBank of North Carolina, N.A. and Cramerton Automotive L.P.
              ("Cramerton"), as amended by the First Amendment and Correction of
              Financing Agreement, dated as of April 28, 1994.
  10.63(o)  - Second Amendment and Correction of Financing Agreement, dated as of
              December 28, 1994, by and between NationsBank of North Carolina,
              N.A. and Cramerton.
  10.64(r)  - Third Amendment to Financing Agreement, dated December 12, 1995, by
              and between NationsBank of North Carolina, N.A. and Cramerton.
  10.64.1(u)- Fourth Amendment to Financing Agreement, dated June 14, 1996, by
              and between NationsBank of North Carolina, N.A. and Cramerton.
  10.65(g)  - Amended and Restated Agreement of Limited Partnership of Cramerton
              Automotive Products, L.P., dated as of December 2, 1991.
  10.66(m)  - First Amendment to Amended and Restated Agreement of Limited
              Partnership of Cramerton Automotive Products, L.P., dated as of June
              28, 1994.
  10.67(m)  - Second Amendment to Amended and Restated Agreement of Limited
              Partnership of Cramerton Automotive Products, L.P., dated as of
              October 5, 1994.
  10.68(g)  - Stockholders' Agreement, dated as of December 2, 1991, by and among
              Cramerton Management Corp., JPS Group and Seiren Co., Ltd. (the
              "Stockholders' Agreement").
  10.69(m)  - First Amendment to Stockholders' Agreement, dated as of June 28,
              1994.
  
                                         21
  10.70(v)  - Agreement and Plan of Merger, as amended, dated as of June 11, 1996,
              by and among PFI Subsidiary, Inc., PFI Acquisition Corp., Jody B.
              Vitale, Perfect Fit, General Felt and Foamex.
  
  ------------------
  
  (a)       Incorporated herein by reference to the Exhibit to Foamex
            International's Registration Statement on Form S-1, Registration No.
            33-69606.
  
  (b)       Incorporated herein by reference to the Exhibit to the Registration
            Statement of Foamex L.P. and FCC on Form S-4, Registration No.
            33-65158.
  
  (c)       Incorporated herein by reference to the Exhibit to the Registration
            Statement of Foamex L.P., FCC and General Felt on Form S-1,
            Registration Nos. 33-60888, 33-60888-01, and 33-60888-02.
  
  (d)       Incorporated herein by reference to the Exhibit to the Form 10-K of
            Foamex L.P. and FCC for fiscal 1992.
  
  (e)       Incorporated herein by reference to the Exhibit to the Registration
            Statement of Foamex L.P. and FCC on Form S-1, Registration Nos.
            33-49976 and 33-49976-01.
  
  (f)       Incorporated herein by reference to the Exhibit to the Form 10-K of
            Foamex International for fiscal 1993.
  
  (g)       Incorporated herein by reference to the Exhibit to JPS Automotive's
            Registration Statement on Form S-1, Registration No. 33-75510.
  
  (h)       Incorporated by reference to the Exhibit to the Form 10-Q of Foamex
            International for the quarterly period ended July 3, 1994.
  
  (i)       Incorporated herein by reference to the Exhibit to the Registration
            Statement of FJPS, FJCC and Foamex International on Form S-4,
            Registration No. 33-82028.
  
  (j)       Incorporated herein by reference to the Exhibit to the quarterly
            report on Form 10-Q of JPS Automotive L.P. and JPS Automotive Products
            Corp. for the fiscal quarter ended October 2, 1994.
  
  (k)       Incorporated herein by reference to the Exhibit to the quarterly
            report on Form 10-Q of Foamex L.P. and Foamex Capital Corporation, and
            General Felt Industries, Inc. for the fiscal quarter ended October 2,
            1994.
  
  (l)       Incorporated herein by reference to the Exhibit to the Registration
            Statement of Foamex International on Form S-3, Registration No.
            33-85488.
  
  (m)       Incorporated herein by reference to the Exhibit to the Form 10-K of
            Foamex International for fiscal 1994.
  
  (n)       Incorporated herein by reference to the Exhibit to the Form 10-K of
            Foamex L.P. for fiscal 1994.
  
  (o)       Incorporated herein by reference to the Exhibit to the Form 10-K of
            JPS Automotive for fiscal 1994.
  
  (p)       Incorporated herein by reference to the Exhibit to the Form 10-Q of
            Foamex L.P. for the quarterly period ended July 2, 1995.
  
  (q)       Incorporated herein by reference to the Exhibit to the Form 10-Q of
            JPS Automotive for the quarterly period ended July 2, 1995.
  
                                         22
  (r)       Incorporated herein by reference to the Exhibit to the Form 10-K of
            JPS Automotive for fiscal year 1995.
  
  (s)       Incorporated herein by reference to the Exhibit to the Form 10-K of
            Foamex L.P. for fiscal year 1995.
  
  (t)       Incorporated herein by reference to the Exhibit to the Form 10-Q of
            Foamex L.P. for the quarterly period ended June 30, 1996.
  
  (u)       Incorporated herein by reference to the Exhibit to the Form 10-Q of
            JPS Automotive L.P. for the quarterly period ended June 30, 1996.
  
  (v)       Incorporated herein by reference to the Exhibit to the Form 10-Q of
            Foamex L.P. reporting an event which occurred on June 11, 1996.
  
            Certain instruments defining the rights of security holders have been
  excluded herefrom in accordance with Item 601(b)(4)(iii) of Regulation S-K. The
  Registrant hereby agrees to furnish a copy of any such instrument to the
  Commission upon request.
  
  (b)       FJPS filed the following current reports on Form 8-K:
  
            Form 8-K reporting an event that occurred on June 11, 1996 (execution
  of Perfect Fit Merger Agreement).
  
            Form 8-K reporting an event that occurred on August 1, 1996 (sale of
  Perfect Fit including pro forma financial information).
  
                                         23
  SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrants have duly caused this report to be signed on their behalf by the
  undersigned thereunto duly authorized.
  
                                            FOAMEX-JPS AUTOMOTIVE L.P.
  
                                            By:  FJGP Inc.
                                                 General Partner
  
  Date:  November 11, 1996                  By:    /s/ Kenneth R. Fuette
                                                 -----------------------
                                                 Kenneth R. Fuette
                                                 Chief Financial Officer and
                                                 Chief Accounting Officer
  
                                            FOAMEX-JPS CAPITAL CORPORATION
  
  Date:  November 11, 1996                  By:   /s/ Kenneth R. Fuette
                                                 ----------------------
                                                 Kenneth R. Fuette
                                                 Chief Financial Officer and
                                                 Chief Accounting Officer
  
                                         24