content: SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
  
  
                                      FORM 10-Q
  
                  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934
  
                    For the quarterly period ended March 30, 1997
  
                      Commission file numbers 1-11432; 1-11436
  
  
  
                                     FOAMEX L.P.
                             FOAMEX CAPITAL CORPORATION
               (Exact name of registrant as specified in its charter)
  
  
            Delaware                                    05-0475617
            Delaware                                    22-3182164
  (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 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 Capital Corporation's common stock outstanding as
  of May 12, 1997 was 1,000.
  
  
  
                                    Page 1 of 28
                            Exhibit List on Page 21 of 28
  
  
  
  <PAGE>
  
                                     FOAMEX L.P.
                             FOAMEX CAPITAL CORPORATION
  
  
                                        INDEX
                                                                              Page
  Part I.   Financial Information:
  
            Item 1. Financial Statements
  
              Foamex L.P.
  
              Condensed Consolidated Statements of Operations - 
                  Thirteen Week Periods Ended
                  March 30, 1997 and March 31, 1996                             3
  
              Condensed Consolidated Balance Sheets as of 
                  March 30, 1997 and December 29, 1996                          4
  
              Condensed Consolidated Statements of Cash Flows - 
                  Thirteen Week Periods Ended March 30, 1997 
                  and March 31, 1996                                            5
  
              Notes to Condensed Consolidated Financial Statements              6
  
              Foamex Capital Corporation
  
              Balance Sheets as of March 30, 1997 and December 29, 1996        13
  
              Notes to Balance Sheets                                          14
  
            Item 2.  Management's Discussion and Analysis of Financial 
                     Condition and Results of Operations                       16
  
  Part II.  Other Information                                                  21
  
            Exhibit List                                                       21
  
            Signatures                                                         28
  
  
                                          2
  <PAGE>
  
  
  
  PART I.  FINANCIAL INFORMATION
  ITEM 1.  FINANCIAL STATEMENTS
  
                            FOAMEX L.P. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
  <TABLE>
  <CAPTION>
                                                    13 Week Periods Ended
                                                 March 30,           March 31,
                                                   1997                 1996
                                                         (thousands)
  <S>                                           <C>                 <C>      
  NET SALES                                     $ 229,120           $ 219,131
  
  COST OF GOODS SOLD                              186,323             183,100
                                                ---------           ---------
  
  GROSS PROFIT                                     42,797              36,031
  
  SELLING, GENERAL AND
     ADMINISTRATIVE EXPENSES                       15,685              13,601
                                                ---------           ---------
  
  INCOME FROM OPERATIONS                           27,112              22,430
  
  INTEREST AND DEBT ISSUANCE EXPENSE               10,704              10,413
  
  OTHER INCOME, NET                                   650                 200
                                                ---------           ---------
  
  INCOME FROM CONTINUING OPERATIONS
     BEFORE PROVISION FOR INCOME TAXES             17,058              12,217
  
  PROVISION FOR INCOME TAXES                          842               1,019
                                                ---------           ---------
  
  INCOME FROM CONTINUING OPERATIONS                16,216              11,198
  
  INCOME FROM DISCONTINUED OPERATIONS,
     NET OF INCOME TAXES                               --                 637
                                                ---------           ---------
  
  INCOME BEFORE EXTRAORDINARY LOSS                 16,216              11,835
  
  EXTRAORDINARY LOSS ON EARLY
     EXTINGUISHMENT OF DEBT                          (679)                 --
                                                ---------           ---------
  
  NET INCOME                                    $  15,537           $  11,835
                                                =========           =========
  </TABLE>
  
  
            The accompanying notes are an integral part of the condensed
                         consolidated financial statements.
  
  
                                          3
  
  <PAGE>
                            FOAMEX L.P. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
  <TABLE>
  <CAPTION>
                                                     March 30,         December 29,
  ASSETS                                               1997                1996
  CURRENT ASSETS:                                             (thousands)
  <S>                                               <C>                 <C>      
       Cash and cash equivalents                    $  32,657           $  20,968
       Accounts receivable, net                       130,166             125,847
       Inventories                                    102,344             102,610
       Other current assets                            45,519              39,495
                                                    ---------           ---------
  
          Total current assets                        310,686             288,920
  
  PROPERTY, PLANT AND EQUIPMENT, NET                  185,961             182,427
  
  COST IN EXCESS OF ASSETS ACQUIRED, NET               83,320              83,991
  
  DEBT ISSUANCE COSTS, NET                             14,048              14,902
  
  OTHER ASSETS                                         16,112              15,917
                                                    ---------           ---------
  
  TOTAL ASSETS                                      $ 610,127           $ 586,157
                                                    =========           =========
  
  LIABILITIES AND PARTNERS' EQUITY
  
  CURRENT LIABILITIES:
       Short-term borrowings                        $   3,985           $   3,692
       Current portion of long-term debt                8,784              13,735
       Accounts payable                                73,859              75,621
       Accounts payable to related parties             11,576               8,803
       Accrued interest                                19,147               8,871
       Other accrued liabilities                       46,125              41,108
                                                    ---------           ---------
  
          Total current liabilities                   163,476             151,830
                                                    ---------           ---------
  
  LONG-TERM DEBT                                      389,162             392,617
                                                    ---------           ---------
  
  OTHER LIABILITIES                                    29,303              28,878
                                                    ---------           ---------
  
  COMMITMENTS AND CONTINGENCIES                            --                  --
                                                    ---------           ---------
  
  PARTNERS' EQUITY:
       General partners                                   970                 632
       Limited partner                                 74,178              57,654
       Note receivable from partner                   (34,504)            (33,180)
       Other                                          (12,458)            (12,274)
                                                    ---------           ---------
  
          Total partners' equity                       28,186              12,832
                                                    ---------           ---------
  
  TOTAL LIABILITIES AND PARTNERS' EQUITY            $ 610,127           $ 586,157
                                                    =========           =========
  </TABLE>
  
            The accompanying notes are an integral part of the condensed
                         consolidated financial statements.
  
  
                                          4
  
  <PAGE>
  
                            FOAMEX L.P. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
  
  <TABLE>
  <CAPTION>
                                                                             13 Week Periods Ended
                                                                          March 30,          March 31,
                                                                            1997                1996
                                                                                   (thousands)
  <S>                                                                     <C>                <C>     
  OPERATING ACTIVITIES:
     Net income                                                           $ 15,537           $ 11,835
     Adjustments to reconcile net income to net cash provided
         by operating activities:
         Depreciation and amortization                                       5,055              5,523
         Amortization of debt issuance costs and debt discount                 703                706
         Income from discontinued operations                                    --               (637)
         Extraordinary loss on early extinguishment of debt                    679                 --
         Other operating activities                                            (83)               389
         Changes in operating assets and liabilities, excluding
            discontinued operations                                         (2,416)            (5,912)
                                                                          --------           --------
  
            Net cash provided by continuing operating activities            19,475             11,904
            Net cash used for discontinued operations                           --             (3,576)
                                                                          --------           --------
            Net cash provided by operating activities                       19,475              8,328
                                                                          --------           --------
  
  INVESTING ACTIVITIES:
     Capital expenditures                                                   (7,363)            (3,256)
     Decrease in restricted cash                                             8,356                 --
     Other investing activities                                                 --                981
     Discontinued operations investing activities                               --               (292)
                                                                          --------           --------
  
            Net cash provided by (used for) investing activities               993             (2,567)
                                                                          --------           --------
  
  FINANCING ACTIVITIES:
     Net proceeds from short-term borrowings                                   293              1,930
     Proceeds from long-term debt                                              500                 --
     Repayment of long-term debt                                            (9,038)            (2,137)
     Distributions to partners                                                (124)                --
     Other financing activities                                               (410)               (32)
                                                                          --------           --------
  
            Net cash used for financing activities                          (8,779)              (239)
                                                                          --------           --------
  
  NET INCREASE IN CASH AND CASH EQUIVALENTS                                 11,689              5,522
  
  CASH AND CASH EQUIVALENTS
     AT BEGINNING OF PERIOD                                                 20,968                638
                                                                          --------           --------
  
  CASH AND CASH EQUIVALENTS
     AT END OF PERIOD                                                     $ 32,657           $  6,160
                                                                          ========           ========
  </TABLE>
  
            The accompanying notes are an integral part of the condensed
                         consolidated financial statements.
  
  
                                          5
  <PAGE>
                            FOAMEX L.P. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  
  1.   ORGANIZATION AND BASIS OF PRESENTATION
  
       Foamex L.P.'s condensed consolidated balance sheet as of December 29, 1996
  has been condensed from the audited consolidated balance sheet at that date. The
  condensed consolidated balance sheet as of March 30, 1997 and the condensed
  consolidated statements of operations and the condensed consolidated statements
  of cash flows for the thirteen week periods ended March 30, 1997 and March 31,
  1996 have been prepared by Foamex L.P. and subsidiaries and have not been
  audited by Foamex L.P.'s independent accountants. Also, the condensed
  consolidated statement of operations and the condensed consolidated statement of
  cash flows for the thirteen week period ended March 31, 1996 have been restated
  for discontinued operations (see Note 2 below). In the opinion of management,
  all adjustments, consisting only of normal recurring adjustments, considered
  necessary for a fair presentation of the consolidated financial position,
  results of operations and cash flows have been included.
  
       Foamex-JPS Automotive L.P. ("FJPS") is a 98% limited partner of Foamex
  L.P., FMXI, Inc. ("FMXI") is a 1% managing general partner of Foamex L.P. and
  Trace Foam, Inc. ("Trace Foam") is a 1% non-managing general partner of Foamex
  L.P. FJPS and FMXI are wholly-owned subsidiaries of Foamex International Inc.
  ("Foamex International").
  
       On April 7, 1997, Foamex International announced that an evaluation of its
  capital structure was initiated with the intention of refinancing certain
  long-term indebtedness to reduce Foamex International's interest expense and
  improve financing flexibility. On May 12, 1997, Foamex International announced a
  $540.0 million refinancing plan that includes a $480.0 million credit facility
  and $150.0 million of senior subordinated notes. As part of this refinancing
  plan, Foamex L.P. commenced tender offers with concurrent consent solicitations
  for $373.0 million of aggregate principal amount of its public debt and $116.7
  million of aggregate principal amount of FJPS senior secured discount debentures
  due 2004. The refinancing activities are expected to be completed by the end of
  the second quarter of 1997. (See Note 5 below for further discussion).
  
       Foamex International expects that as a result of its refinancing
  activities, assuming no material changes in interest rates and the tendering of
  substantially all of Foamex International's outstanding public debt, future
  annualized interest expense will be reduced by between $8.0 million and $11.0
  million as compared to the expense required by the existing indentures and
  credit agreements. Foamex International expects that future interest expense,
  and the ability to realize the savings in interest expense, will vary based on a
  variety of factors, including fluctuation in interest rates in general; the
  pricing of the credit agreement and the senior subordinated notes; and the
  percentage of securities tendered in the tender offers. In addition, if the
  refinancing is consummated, variable rate debt will comprise a larger percentage
  of Foamex L.P.'s overall indebtedness than in the past, and as a result, future
  fluctuations in interest rates will have a greater impact on Foamex L.P.'s
  interest expense than in the past.
  
       Certain information and note disclosures normally included in the financial
  statements prepared in accordance with generally accepted accounting principles
  have been condensed or omitted in accordance with the rules and regulations of
  the Securities and Exchange Commission. These condensed consolidated financial
  statements should be read in conjunction with Foamex L.P.'s 1996 consolidated
  financial statements and notes thereto as set forth in Foamex L.P.'s Annual
  Report on Form 10-K for the fiscal year ended December 29, 1996.
  
  
                                          6
  <PAGE>
                            FOAMEX L.P. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  
  2.   DISCONTINUED OPERATIONS
  
       During 1996, Foamex L.P. sold the outstanding common stock of Perfect Fit
  Industries, Inc. ("Perfect Fit"), a wholly-owned subsidiary, for an adjusted
  sale price of approximately $44.2 million. The sale included substantially all
  of the net assets of Foamex L.P.'s home comfort products business segment.
  Accordingly, the accompanying condensed consolidated statement of operations and
  the condensed consolidated statement of cash flows for the thirteen week period
  ended March 31, 1996 reflects the home comfort products business segment as
  discontinued operations.
  
       Foamex L.P.'s condensed consolidated financial statements have been
  restated to reflect the discontinuation of the home comfort products business
  segment. A summary of the operating results for the discontinued operations is
  as follows:
  
  <TABLE>
  <CAPTION>
                                                                             13 Week Period Ended
                                                                                 March 31, 1996
                                                                                 (thousands)
  <S>                                                                             <C>     
  Net sales                                                                       $ 25,162
  Gross profit                                                                       4,250
  Income from operations                                                             1,224
  Interest and debt issuance expense                                                 1,194
  Income from discontinued operations before (benefit) from income taxes                30
  Benefit for income taxes                                                            (607)
  Income from discontinued operations, net of income taxes                             637
  </TABLE>
  
  3.   INVENTORIES
  
       Inventories consist of:
  <TABLE>
  <CAPTION>
                                           March 30,       December 29,
                                             1997              1996
                                                  (thousands)
  <S>                                      <C>               <C>     
       Raw materials and supplies          $ 56,766          $ 61,559
       Work-in-process                       15,166            13,453
       Finished goods                        30,412            27,598
                                           --------          --------
  
          Total                            $102,344          $102,610
                                           ========          ========
  </TABLE>
  
  4.   RELATED PARTY TRANSACTIONS
  
       Foamex L.P. has a $56.2 million principal amount note, as amended, due 2006
  (the "FJPS Note") from its 98% limited partner FJPS which is included in
  partner's equity with an accreted value of $34.5 million as of March 30, 1997.
  The original issue discount is being amortized using the weighted average to
  maturity method over the life of the issue. The accretion of the original issue
  discount of $1.3 million and $1.8 million for the thirteen week periods ended
  March 30, 1997 and March 31, 1996, respectively, has been reflected as a direct
  increase in the FJPS Note and the partners' capital accounts, and thereby
  excluded from the condensed consolidated statements of operations.
  
  
                                          7
  
  <PAGE>
  
                            FOAMEX L.P. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  
  4.   RELATED PARTY TRANSACTIONS (continued)
  
       Foamex L.P. has a supply agreement (the "Supply Agreement") with pursuant
  to which, at the option of Foamex L.P., Foamex International will purchase
  certain raw materials, which are necessary for the manufacture of Foamex L.P.'s
  products, and resell such materials to Foamex L.P. at a price equal to net cost
  plus reasonable out of pocket expenses. Management believes that the terms of
  the Supply Agreement are no less favorable than those which Foamex L.P. could
  have obtained from an unaffiliated third party. During the thirteen week periods
  ended March 30, 1997 and March 31, 1996, Foamex L.P. purchased approximately
  $27.7 million and $24.1 million, respectively, of raw materials under the Supply
  Agreement. As of March 30, 1997 and December 29, 1996, Foamex L.P. had accounts
  payable to Foamex International of approximately $11.6 million and $8.8 million,
  respectively, associated with the Supply Agreement.
  
       Foamex L.P. chartered an aircraft (which is owned by a wholly-owned
  subsidiary of Foamex International) through a third party and incurred costs of
  approximately $0.4 million and $0.2 million during the thirteen week periods
  ended March 30, 1997 and March 31, 1996, respectively.
  
  5.   LONG-TERM DEBT
  
       Refinancing Plan
  
       On May 12, 1997, Foamex International announced a refinancing plan designed
  to improve its financial and operating flexibility and reduce interest expense.
  As part of this refinancing plan, Foamex L.P., a 99% owned subsidiary of Foamex
  International, commenced tender offers with concurrent consent solicitations for
  a total of $373.0 million of its aggregate principal of public debt and $116.7
  million principal amount of FJPS's public debt, including:
  
  o    $104.3 million of aggregate principal of its 9 1/2% Senior Secured Notes
       due 2000 for an aggregate consideration of 104.193% of principal plus
       accrued interest, comprised of a tender price of 102.193% and a consent fee
       of 2%;
  
  o    $135.9 million of aggregate principal of its 11 1/4% Senior Notes due 2002
       for an aggregate consideration of 105.709% of principal plus accrued
       interest, comprised of a tender price of 103.709% and a consent fee of 2%;
  
  o    $125.8 million of aggregate principal of its 11 7/8% Senior Subordinated
       Debentures due 2004 for an aggregate consideration of 107.586% of principal
       plus accrued interest, comprised of a tender price of 105.586% and a
       consent fee of 2%;
  
  o    $7.0 million of aggregate principal of its 11 7/8% Senior Subordinated
       Debentures, Series B due 2004 for an aggregate consideration of 107.586% of
       principal plus accrued interest, comprised of a tender price of 105.586%
       and a consent fee of 2%; and
  
  o    $116.7 million principal amount of the Foamex-JPS Automotive L.P. Senior
       Secured Discount Debentures due 2004 ("FJPS Discount Debentures") for an
       aggregate consideration of 88% of principal amount, which represents
       approximately 116.2% of the projected accreted value as of June 9, 1997,
       comprised of a tender price of 86% of principal amount and a consent fee of
       2%.
  
  
                                          8
  <PAGE>
  
                            FOAMEX L.P. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  5.   LONG-TERM DEBT (continued)
  
       The consent solicitations will expire on May 23, 1997 and the tender offers
  will expire on June 9, 1997. Holders who tender their securities in the tender
  offers will be deemed to have submitted consents in the consent solicitations.
  Holders may not deliver consents without tendering their securities. Holders
  must tender their securities prior to May 23, 1997 in order to receive the
  consent fee. Holders who tender their securities after such date and before the
  expiration date of June 9, 1997 will receive the tender price for their
  securities, but will not receive the consent fee. Upon the closing of the
  refinancing plan, Foamex L.P. intends to distribute the purchased FJPS Discount
  Debentures to its partners.
  
       Foamex L.P. also plans to repay all borrowings under the terms of its
  existing credit facility outstanding at the closing of the refinancing plan
  which is estimated to be $5.2 million. Outstanding term loan borrowings as of
  March 30, 1997 is approximately $10.0 million (see Extinguishment of Debt
  discussed below).
  
       Foamex L.P. expects to fund the repurchase with the proceeds of:
  
  o    A $480.0 million Foamex L.P. credit facility arranged by a bank lending
       group including an estimated $150.0 million revolving credit line. Upon
       completion of the refinancing transactions, it expects to have
       approximately $100.0 million available under the revolving credit line.
  
  o    A $150.0 million offering of Foamex L.P. senior subordinated notes in the
       Rule 144A market.
  
  o    Cash on hand.
  
       Foamex L.P. expects to complete its refinancing activities by the end of
  the second quarter of 1997 and record an extraordinary loss on the early
  extinguishment of debt of between $46.0 million to $50.0 million in the second
  quarter of 1997 related to the premiums paid to repurchase the debt, the
  write-off of debt issuance costs and additional one-time charges related to the
  other aspects of the refinancing plan.
  
       Foamex L.P. 's future interest expense will increase and vary based on a
  variety of factors, including fluctuation in interest rates in general; the
  pricing of the credit agreement and the senior subordinated notes; and the
  percentage of securities tendered in the tender offers. In addition, if the
  refinancing is consummated, variable rate debt will comprise a larger percentage
  of Foamex L.P.'s overall indebtedness than in the past, and as a result, future
  fluctuations in interest rates will have a greater impact on Foamex L.P.'s
  interest expense than in the past. Also, the amount of the expected
  extraordinary loss on the early extinguishment of debt in the second quarter of
  1997 will vary based on a variety of factors, including the percentage of
  securities tendered in the tender offers and other factors beyond Foamex L.P.'s
  control.
  
       Consummation of the tender offers, the consent solicitations, the credit
  facility and the senior subordinated notes offering are subject to conditions,
  several of which are beyond Foamex L.P.'s control, and there can be no assurance
  that such transactions will be consummated.
  
       This Report shall not constitute an offer to sell or the solicitation of an
  offer to buy the securities offered by Foamex L.P. in the private placement.
  
  
                                          9
  <PAGE>
                            FOAMEX L.P. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  5.   LONG-TERM DEBT (continued)
  
       Extinguishment of Debt
  
       During 1997, Foamex L.P. used approximately $8.4 million of the net
  proceeds from the sale of Perfect Fit to repurchase outstanding indebtedness of
  approximately $8.0 million. Also, during April 1997, Foamex L.P. used the
  remaining net proceeds from the sale of Perfect Fit to reduce bank term loan
  borrowings by approximately $3.8 million.
  
  6.   ENVIRONMENTAL MATTERS
  
       As of March 30, 1997, Foamex L.P. has environmental accruals of
  approximately $4.0 million for environmental matters. In addition, as of March
  30, 1997, Foamex L.P. has net receivables of approximately $1.0 million relating
  to indemnification for environmental liabilities, net of an allowance of
  approximately $1.0 million relating to potential disagreements regarding the
  scope of the indemnification. Foamex L.P. believes that realization of the net
  receivable established for indemnification is probable.
  
       On May 5, 1997, there was an accidental chemical spill at one of Foamex
  L.P.'s manufacturing facilities that was contained on site. The remaining
  clean-up of the site is expected to primarily consist of the disposal of
  contaminated soil. Foamex L.P. has contacted the appropriate environmental
  authorities but has received no notification from such authorities regarding the
  accidental chemical spill including the method of disposal of the contaminated
  soil. Foamex L.P. expects to take a charge of at least $0.6 million in the
  second quarter of 1997 for the clean-up of the site including the disposal of
  the contaminated soil. The actual cost and the timetable of the clean-up of the
  site cannot be predicted with any degree of certainty at this time; therefore,
  there can be no assurance that the clean-up of the site will not result in a
  more significant environmental liability in the future.
  
       Foamex L.P. has reported to appropriate state authorities that it has found
  soil and groundwater contamination in excess of state standards at four
  additional facilities and soil contamination in excess of state standards at
  three other facilities. Foamex L.P. has begun remediation and is conducting
  further investigations into the extent of the contamination at these facilities
  and, accordingly, the extent of the remediation that may ultimately be required.
  The actual cost and the timetable of any such remediation cannot be predicted
  with any degree of certainty at this time. As of March 30, 1997, Foamex L.P. has
  environmental accruals of approximately $3.1 million for the remaining potential
  remediation costs for these facilities based on engineering estimates.
  
       Federal regulations require that by 1998 all underground storage tanks
  ("USTs") be removed or upgraded in most states to meet applicable standards.
  Foamex L.P. has six USTs that will require removal or permanent in-place closure
  by the end of 1998. Due to the age of these tanks, leakage may have occurred
  resulting in soil and possibly groundwater contamination. Foamex L.P. has
  accrued approximately $0.4 million for the estimated removal and remediation, if
  any, associated with these USTs. However, the full extent of contamination and,
  accordingly, the actual cost of such remediation cannot be predicted with any
  degree of certainty at this time. Foamex L.P. believes that its USTs do not pose
  a significant risk of environmental liability because of Foamex L.P.'s
  monitoring practices for USTs and conditional approval for permanent in-place
  closure for certain USTs. However, there can be no assurance that such USTs will
  not result in significant environmental liability in the future.
  
  
                                         10
  <PAGE>
                            FOAMEX L.P. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  6.   ENVIRONMENTAL MATTERS (continued)
  
       Foamex L.P. has been designated as a Potentially Responsible Party ("PRP")
  by the United States Environmental Protection Agency (the "EPA") with respect to
  thirteen sites, with an estimated total liability to Foamex L.P. for the
  thirteen sites of less than approximately $0.5 million. Estimates of total
  cleanup costs and fractional allocations of liability are generally provided by
  the EPA or the committee of PRP's with respect to the specified site. In each
  case, the participation of Foamex L.P. is considered to be immaterial.
  
       Although it is possible that new information or future developments could
  require Foamex L.P. to reassess its potential exposure relating to all pending
  environmental matters, management believes that, based upon all currently
  available information, the resolution of such environmental matters will not
  have a material adverse effect on Foamex L.P.'s operations, financial position,
  capital expenditures or competitive position. The possibility exists, however,
  that new environmental legislation and/or environmental regulations may be
  adopted, or other environmental conditions may be found to exist, that may
  require expenditures not currently anticipated and that may be material.
  
  7.   LITIGATION
  
       As of May 12, 1997, Foamex L.P. and Trace International Holdings, Inc.
  ("Trace Holdings") were two of multiple defendants in actions filed on behalf of
  approximately 5,000 recipients of breast implants in various United States
  federal and state courts and one Canadian provincial court, some of which allege
  substantial damages, but most of which allege unspecified damages for personal
  injuries of various types. Five of these cases seek to allege claims on behalf
  of all breast implant recipients or other allegedly affected parties, but no
  class has been approved or certified by the court. In addition, three cases have
  been filed alleging claims on behalf of approximately 700 residents of
  Australia, New Zealand, England, and Ireland. During 1995, Foamex L.P. and Trace
  Holdings were granted summary judgments and dismissed as defendants from all
  cases in the federal courts of the United States and the state courts of
  California. Appeals for these decisions were withdrawn and the decisions are
  final. In addition, two of the cases filed on behalf of 903 foreign plaintiffs
  were dismissed on the grounds that the cases could not be brought in the United
  States courts. This decision is subject to appeal. Foamex L.P. believes that the
  number of suits and claimants may increase. Although breast implants do not
  contain foam, certain silicone gel implants were produced using a polyurethane
  foam covering fabricated by independent distributors or fabricators from bulk
  foam purchased from Foamex L.P. or Trace Holdings. Neither Foamex L.P. nor Trace
  Holdings recommended, authorized or approved the use of its foam for these
  purposes. While it is not feasible to predict or determine the outcome of these
  actions, based on management's present assessment of the merits potential
  indemnity from the manufacturers of polyurethane covered breast implants,
  management believes that the disposition of matters that are pending or that may
  reasonably be anticipated to be asserted should not have a material adverse
  effect on either Foamex L.P.'s or Trace Holdings' consolidated financial
  position or results of operations. In addition, Foamex L.P. is also indemnified
  by Trace Holdings for any such liabilities relating to foam manufactured prior
  to October 1990. Although Trace Holdings has paid Foamex L.P.'s litigation
  expenses to date pursuant to such indemnification and management believes Trace
  Holdings likely will be in a position to continue to pay such expenses, there
  can be no absolute assurance that Trace Holdings will be able to provide such
  indemnification. Based on information available at this time with respect to the
  potential liability, and without taking into account the indemnification
  provided by Trace Holdings and the coverage provided by Trace Holdings' and
  Foamex L.P.'s liability insurance, Foamex L.P. believes that the proceedings
  should not ultimately result in any liability that would have a material adverse
  effect on the financial position or results of operations of Foamex L.P. If
  management's assessment of Foamex L.P.'s liability with respect to these actions
  is incorrect, such actions could have a material adverse effect on Foamex L.P.
  
  
                                         11
  <PAGE>
                            FOAMEX L.P. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  
  7.   LITIGATION (continued)
  
       Foamex L.P. is party to various other lawsuits, both as defendant and
  plaintiff, arising in the normal course of business. It is the opinion of
  management that the disposition of these lawsuits will not individually or in
  the aggregate, have a material adverse effect on the financial position or
  results of operations of Foamex L.P. If management's assessment of Foamex L.P.'s
  liability with respect to these actions is incorrect, such actions could have a
  material adverse effect on Foamex L.P.'s consolidated financial position.
  
  
  
                                         12
  <PAGE>
                             FOAMEX CAPITAL CORPORATION
                     (A Wholly-Owned Subsidiary of Foamex L.P.)
                             BALANCE SHEETS (unaudited)
  
  
  
                                                        March 30,     December 29,
  ASSETS                                                  1997           1996
  (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.
  
  
  
                                         13
  
  <PAGE>
  
                             FOAMEX CAPITAL CORPORATION
                     (A Wholly-Owned Subsidiary of Foamex L.P.)
                         NOTES TO BALANCE SHEETS (unaudited)
  
  
  1.   ORGANIZATION
  
       Foamex Capital Corporation ("FCC'), a wholly-owned subsidiary of Foamex
  L.P., was formed for the sole purpose of obtaining financing from external
  sources.
  
  2.   COMMITMENTS AND CONTINGENCIES
  
       FCC is a joint obligor on the following borrowings of Foamex L.P.:
  
       9 1/2% Senior Secured Notes due 2000 ("Senior Secured Notes")
  
       The Senior Secured Notes were issued on June 3, 1993 and bear interest at
  the rate of 9 1/2% payable semiannually on each June 1 and December 1. The
  Senior Secured Notes mature on June 1, 2000. The Senior Secured Notes are
  collateralized by a first-priority lien on substantially all of the assets of
  Foamex L.P. except for receivables, real estate and fixtures. The Senior Secured
  Notes may be redeemed at the option of Foamex L.P., in whole or in part, at any
  time on or after June 1, 1998, initially at 101.583% of their principal amount,
  plus accrued interest, and declining to 100% on or after June 1, 1999. The
  Senior Secured Notes have been guaranteed, on a senior secured basis, by General
  Felt Industries, Inc. ("General Felt") and, on a senior unsecured basis, by
  Foamex International.
  
       11 1/4% Senior Notes due 2002 ("Senior Notes")
  
       The Senior Notes bear interest at the rate of 11 1/4% payable semiannually
  on each April 1 and October 1. The Senior Notes mature on October 1, 2002. The
  Senior Notes are collateralized by certain real property of Foamex L.P. The
  Senior Notes may be redeemed at the option of Foamex L.P., in whole or in part,
  at any time on or after October 1, 1997, initially at 104.219% of their
  principal amount, plus accrued interest, and declining to 100% on or after
  October 1, 2000. The Senior Notes have been guaranteed, on a senior basis, by
  General Felt and Foamex International.
  
       11 7/8% Senior Subordinated Debentures due 2004 ("Subordinated Debentures")
  
       The Subordinated Debentures bear interest at the rate of 11 7/8% payable
  semiannually on each April 1 and October 1. The Subordinated Debentures mature
  on October 1, 2004. The Subordinated Debentures may be redeemed at the option of
  Foamex L.P., in whole or in part, at any time on or after October 1, 1997,
  initially at 105.938% of their principal amount, plus accrued interest, and
  declining to 100% on or after October 1, 2002. The Subordinated Debentures are
  subordinated in right of payment to all senior indebtedness, including the
  Senior Secured Notes and the Senior Notes. The Subordinated Debentures have been
  guaranteed, on a senior subordinated basis, by General Felt and Foamex
  International.
  
       11 7/8% Senior Subordinated Debentures, Series B ("Series B Debentures")
  
       The Series B Debentures were issued July 30, 1993 by Foamex L.P. in an
  exchange offer to holders of senior subordinated debentures issued in connection
  with the acquisition of General Felt on March 23, 1993. The Series B Debentures
  have terms substantially similar to the Subordinated Debentures, except that
  holders of the Series B Debentures are entitled to receive proceeds from an
  asset sale only if any proceeds remain after an offer to repurchase has been
  made to the holders of the Subordinated Debentures. The Series B Debentures have
  been guaranteed on a senior subordinated basis by General Felt.
  
  
                                         14
  <PAGE>
                             FOAMEX CAPITAL CORPORATION
                     (A Wholly-Owned Subsidiary of Foamex L.P.)
                         NOTES TO BALANCE SHEETS (unaudited)
  
  
  
  2.   COMMITMENTS AND CONTINGENCIES (continued)
  
       Refinancing Plan
  
       On May 12, 1997, Foamex International announced a refinancing plan designed
  to improve its financing and operating flexibility and reduce interest expense.
  As part of this refinancing plan, Foamex L.P., a 99% owned subsidiary of Foamex
  International, commenced tender offers with concurrent consent solicitations for
  a total of $373.0 million of its aggregate principal of public debt and $116.7
  million principal amount of FJPS's public debt See Note 5 to Foamex L.P.'s
  condensed consolidated financial statements for further discussion.
  
  
  
  
                                         15
  <PAGE>
  
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
       Foamex L.P. operates in the flexible polyurethane and advanced polymer foam
  products industry, together with its wholly-owned subsidiaries, General Felt
  Industries, Inc., Foamex Fibers, Inc., Foamex Canada Inc., Foamex Latin America,
  Inc., and Foamex Asia, Inc. The following discussion should be read in
  conjunction with the condensed consolidated financial statements and related
  notes thereto of Foamex L.P. included in this report.
  
       On April 7, 1997, Foamex International announced that an evaluation of its
  capital structure was initiated with the intention of refinancing certain
  long-term indebtedness to reduce Foamex International's interest expense and
  improve financing flexibility. On May 12, 1997, Foamex International announced a
  refinancing plan designed to improve its financial and operating flexibility and
  reduce interest expense. As part of this refinancing plan, Foamex L.P., a 99%
  owned subsidiary of Foamex International, commenced tender offers with
  concurrent consent solicitations for a total of $373.0 million of its aggregate
  principal of public debt and $116.7 million principal amount of FJPS's public
  debt. The refinancing plan, including the tender offers, are subject to
  conditions, several of which are beyond the control of Foamex L.P., therefore,
  there can be no assurance that such transactions will be consummated. (See Note
  5 to the condensed consolidated financial statements for further discussion).
  
       The principal suppliers to the foam industry announced raw material price
  increases effective April 1997. Foamex L.P. is unable to predict whether, or to
  what extent, the April 1997 increases or any future increase will be sustained.
  Foamex L.P. believes that if any price increase is sustained in the industry, it
  will also be impacted by such increase. There can be no assurance that chemical
  suppliers will not increase raw material costs in the future or that Foamex L.P.
  will be able to implement selling price increases to offset any such raw
  material cost increases.
  
       During 1996, Foamex L.P. sold Perfect Fit which comprised the home comfort
  products business segment of Foamex L.P. Accordingly, the accompanying condensed
  consolidated statement of operations and statement of cash flows for the
  thirteen week period ended March 31, 1996 reflects the home comfort products
  business segment as discontinued operations. See Note 2 to the condensed
  consolidated financial statements for further discussion.
  
       Operating results for 1997 are expected to be influenced by various
  internal and external factors. These factors include, among other things, (i)
  continued implementation of the operational plan to improve Foamex L.P.'s
  profitability, (ii) the potential recapitalization of Foamex L.P., (iii)
  additional raw material price increases, if any, by Foamex L.P.'s chemical
  suppliers and (iv) Foamex L.P.'s success in passing on to its customers selling
  price increases to recover such raw material cost increases.1
  
  13 Week Period Ended March 30, 1997 Compared to 13 Week Period Ended March 31,
  1996
  
  Results of Operations
  
       Net sales for the first quarter of 1997 were $229.1 million as compared to
  $219.1 million in the first quarter of 1996, an increase of $10.0 million or
  4.6%. Carpet cushion net sales for the first quarter of 1997 increased 6.9% to
  $67.9 million from $63.5 million in the first quarter of 1996 primarily due to
  the effect of increased selling prices that were initiated late in the second
  quarter of 1996, as well as increased shipments of certain carpet cushion
  products. Cushioning foam net sales for the first quarter of 1997 increased 1.8%
  to $84.0 million from $82.5 million in the first quarter of 1996 primarily due
  to an increase in net sales from both new and existing customers of bedding
  related products. Automotive foam net sales for the first quarter of 1997
  increased 6.6% to $59.7 million from $56.0 million in the first quarter of 1996
  primarily due to a continued increase in net sales of tri-laminates and
  composite headliners and increased selling prices during the first quarter of
  1996. Technical foam net sales for the first quarter of 1997 increased 2.3% to
  $17.5 million from $17.1 million in the first quarter of 1996 primarily due to
  increased volume.
  
  --------
  1    This paragraph contains forward-looking statements and should be read in
       conjunction with the discussion regarding forward-looking statements set
       forth on Pages 3 and 4 of Foamex L.P.'s 1996 Annual Report on Form 10-K.
  
  
                                         16
  <PAGE>
  
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
       Gross profit as a percentage of net sales increased to 18.7% for the first
  quarter of 1997 from 16.4% in the first quarter of 1996 primarily due to selling
  price increases and improved material and production efficiencies which includes
  (i) an increased favorable impact during the first quarter of 1997 as compared
  to the first quarter of 1996 for the selling prices initiated in 1996 to offset
  previous raw material cost increases, (ii) favorable raw material efficiencies
  and (iii) an increased favorable impact of the 1995 operational plan in the
  first quarter of 1997 as compared to the first quarter of 1996.
  
       Operating income increased to $27.1 million for the first quarter of 1997
  from $22.4 million in the first quarter of 1996 primarily due to improved gross
  profit margins as discussed above offset by an increase of $2.1 million in
  selling, general and administrative expenses for the first quarter of 1997. The
  increase in selling, general and administrative expenses is primarily due to
  increases in employee compensation and incentives and costs associated with the
  launching of new products and international expansion.
  
       Income from continuing operations increased to $16.2 million for the first
  quarter of 1997 from $11.2 million in the first quarter of 1996 primarily due to
  the reasons cited above. Interest and debt issuance expense of $10.7 million for
  the first quarter of 1997 is fairly consistent with $10.4 million for the first
  quarter of 1996.
  
       Income from discontinued operations in the first quarter of 1996 represents
  the operating income of Perfect Fit which was sold during 1996. See Note 2 to
  the condensed consolidated financial statements for further discussion.
  
       The extraordinary loss on early extinguishment of debt of $0.7 million
  relates to the write-off of debt issuance costs and redemption premiums
  associated with the early extinguishment of $8.0 million of long-term debt.
  
  Foamex Capital Corporation ("FCC")
  
       FCC is solely a co-issuer of certain indebtedness of Foamex L.P. and FCC
  has no other material operations.
  
  Liquidity and Capital Resources
  
       Effects of the Refinancing Plan2
  
       Upon consummation of the refinancing plan, Foamex L.P. will purchase all
  securities validly tendered in the tender offers, and will repay its existing
  credit facility. Foamex L.P. will fund such payments through the issuance of
  $150.0 million principal amount of senior subordinated notes in a private
  placement, a new credit facility for up to $480.0 million, of which
  approximately $380.0 million is expected to be borrowed upon the closing of the
  refinancing, and with cash on hand. Consummation of the refinancing plan is
  expected to increase the outstanding principal amount of Foamex L.P.'s total
  long-term debt by $152.5 million from $398.0 million as of March 30, 1997 to
  $550.5 million on a pro forma basis (assuming all of the securities are tendered
  in the tender offers).
  
       Foamex L.P. expects to complete its refinancing activities by the end of
  the second quarter of 1997 and take a one-time charge, of between $46.0 million
  to $50.0 million in the second quarter of 1997 related to the early
  extinguishment of debt, the write-off of debt issuance costs and additional
  one-time charges related to the other aspects of the other refinancing plan.
  
  --------
  2    This paragraph contains forward-looking statements and should be read in
       conjunctions with the discussion regarding forward-looking statements set
       forth on Pages 3 and 4 of Foamex L.P.'s 1996 Annual Report on Form 10-K.
  
                                         17
  <PAGE>
  
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
       Foamex L.P.'s future interest expense will increase and vary based on a
  variety of factors, including fluctuation in interest rates in general; the
  pricing of the credit agreement and the senior subordinated notes; and the
  percentage of securities tendered in the tender offers. In addition, if the
  refinancing is consummated, variable rate debt will comprise a larger percentage
  of Foamex L.P.'s overall indebtedness than in the past, and as a result, future
  fluctuations in interest rates will have a greater impact on Foamex L.P.'s
  interest expense than in the past. Foamex L.P. also noted that the size of the
  expected one-time pre-tax charge in the second quarter of 1997 related to the
  refinancing will vary based on a variety of factors, including the percentage of
  securities tendered in the tender offers and other factors beyond Foamex L.P.'s
  control.
  
       Consummation of the tender offers, the consent solicitations, the credit
  facility and the senior subordinated notes offering are subject to conditions,
  several of which are beyond Foamex L.P.'s control, and there can be no assurance
  that such transactions will be consummated. (See Note 5 to the condensed
  consolidated financial statements).
  
       Liquidity and Capital Resources
  
       Foamex L.P.'s operating cash requirements consist principally of working
  capital requirements, scheduled payments of principal and interest on
  outstanding indebtedness and capital expenditures. Foamex L.P. believes that
  cash flow from operating activities, cash on hand and periodic borrowings under
  revolving credit agreements, if necessary, will be adequate to meet its
  operating cash requirements. The ability to meet operating cash requirements
  could be impaired if Foamex L.P. were to fail to comply with any of the
  covenants contained in its credit agreements or indentures and such
  noncompliance was not cured by Foamex L.P. or waived by the lenders or
  bondholders. Foamex L.P. was in compliance with such covenants as of March 30,
  1997 and expects to be in compliance with such covenants for the foreseeable
  future. The ability of Foamex L.P. to make distributions to Foamex International
  is restricted by the terms of its existing financing agreements.
  
       Cash and cash equivalents increased $11.7 million during the first quarter
  of 1997 to $32.7 million at March 30, 1997 from $21.0 million at December 29,
  1996 primarily due to $19.5 million of net cash provided by operating activities
  offset by $7.4 million of cash used for capital expenditures and $0.4 million
  used for other financing activities. In addition, Foamex L.P. utilized
  approximately $8.4 million of restricted cash to repurchase long-term debt with
  a net book value of approximately $8.0 million. Cash flow from continuing
  operating activities increased $7.6 million to $19.5 million for the first
  quarter of 1997 as compared to $11.9 million for the first quarter of 1996. Cash
  flow from continuing operating activities increased for 1997 as compared to 1996
  primarily due to an increase of $3.7 million in net income and a $3.5 million
  reduction in the use of cash for operating assets and liabilities.
  
       Working capital increased $10.1 million for the first quarter of 1997 to
  $147.2 million at March 30, 1997 from $137.1 million at December 29, 1996. The
  increase in working capital is primarily due to improved operating results from
  continuing operations. The net operating assets and liabilities (comprised of
  accounts receivable, inventories and accounts payable) increased $3.1 million to
  $147.1 million at March 30, 1997 from $144.0 million at December 29, 1996
  primarily due to an increase in accounts receivable offset by an increase in
  accounts payable. The increase in accounts receivable is primarily due to an
  increase in net sales for March 1997 as compared to December 1996. The increase
  in accounts payable is primarily due to the timing of payments. Inventories were
  fairly consistent as compared to December 29, 1996.
  
       During 1997, Foamex L.P. spent approximately $7.4 million on capital
  expenditures and expects to maintain or reduce spending for capital expenditures
  for the foreseeable future since significant capital projects (e.g. new Mexico
  City facility) are expected to be completed during 1997.
  
       As of March 30, 1997, there were no outstanding revolving credit borrowings
  under Foamex L.P.'s existing credit facility with unused availability of
  approximately $32.8 million. Borrowings by Foamex Canada 
  
  
                                         18
  <PAGE>
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
  Inc. as of March 30, 1997 were $4.0 million under a revolving credit agreement
  with unused availability of approximately $0.3 million.
  
       Interest Rate Swaps
  
       Foamex L.P. has interest rate swap agreements with a notional amount of
  $300.0 million through December 2001. Under the swap agreements, Foamex L.P. is
  obligated to make fixed payments at 5.30% per annum for the twelve months ended
  in December 1997 and variable payments based on LIBOR for the remainder of the
  agreement, in exchange for fixed payments by the swap partner at 6.0% per annum
  for the remainder of the agreement, payable semiannually in arrears. The swap
  partner has the ability to terminate the swap agreement after the December 1997
  payment if the LIBOR rate Foamex L.P. is to pay for any period thereafter is
  equal to or less than 4.50% per annum. Interest expense will be subject to
  fluctuations in LIBOR during the term of the swap agreement except during 1997.
  Foamex L.P. is exposed to credit loss in the event of nonperformance by the swap
  partner; however, the occurrence of this event is not anticipated. The effect of
  the two interest rate swaps described above was a favorable adjustment to
  interest expense of $0.9 million and $0.8 million for the thirteen week periods
  ended March 30, 1997 and March 31, 1996, respectively.
  
  Environmental Matters
  
       On May 5, 1997, there was an accidental chemical spill at one of Foamex
  L.P.'s manufacturing facilities that was contained on site. The remaining
  clean-up of the site is expected to primarily consist of the disposal of
  contaminated soil. Foamex L.P. has contacted the appropriate environmental
  authorities but has received no notification from such authorities regarding the
  accidental chemical spill including the method of disposal of the contaminated
  soil. Foamex L.P. expects to take a charge of at least $0.6 million in the
  second quarter of 1997 for the clean-up of the site including the disposal of
  the contaminated soil. The actual cost and the timetable of the clean-up of the
  site cannot be predicted with any degree of certainty at this time; therefore,
  there can be no assurance that the clean-up of the site will not result in a
  more significant environmental liability in the future.
  
       Foamex L.P. is subject to extensive and changing environmental laws and
  regulations. Expenditures to date in connection with Foamex L.P.'s compliance
  with such laws and regulations have not had a material adverse effect on its
  operations, financial position, capital expenditures or competitive position.
  The amount of liabilities recorded by Foamex L.P. in connection with
  environmental matters as of March 30, 1997 was approximately $4.0 million. In
  addition, as of March 30, 1997, Foamex L.P. has net receivables of approximately
  $1.0 million for indemnification of environmental liabilities from former
  owners, net of a $1.0 million allowance relating to potential disagreements
  regarding the scope of the indemnification. Although it is possible that new
  information or future developments could require Foamex L.P. to reassess its
  potential exposure to all pending environmental matters, including those
  described in the footnotes to Foamex L.P.'s condensed consolidated financial
  statements, management believes that, based upon all currently available
  information, the resolution of all such pending environmental matters will not
  have a material adverse effect on Foamex L.P.'s operations, financial position,
  capital expenditures or competitive position.
  
       The possibility exists, however, that new environmental legislation and/or
  environmental regulations may be adopted, or other environmental conditions may
  be found to exist, that may require expenditures not currently anticipated and
  that may be material.
  
  
                                         19
  
  <PAGE>
  
  
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
  Inflation and Other Matters
  
       There was no significant impact on Foamex L.P.'s operations as a result of
  inflation for the periods presented. In some circumstances, market conditions or
  customer expectations may prevent Foamex L.P. from increasing the price of its
  products to offset the inflationary pressures that may increase its costs in the
  future. Effective in January 1997, Foamex L.P.'s operations in Mexico became
  subject to highly inflationary accounting for financial reporting purposes.
  Translation adjustments resulting from fluctuations in the exchange rate between
  the Mexican Peso and the U.S. dollar will be included in Foamex L.P.'s
  consolidated statement of operations as compared to partner's equity. Large
  fluctuations in the Mexican Peso exchange rate could have an adverse impact on
  Foamex L.P.'s results of operations.
  
       Foamex L.P.'s automotive foam customers are predominantly automotive
  original equipment manufacturers or other automotive suppliers. As such, the
  sales of these product lines are directly related to the overall level of
  passenger car and light truck production in North America. Also, Foamex L.P.'s
  sales are sensitive to sales of new and existing homes, changes in personal
  disposable income and seasonality. Foamex L.P. typically experiences two
  seasonally slow periods during each year, in early July and in late December,
  due to scheduled plant shutdowns and holidays.
  
  
  
                                         20
  <PAGE>
  PART II - OTHER INFORMATION
  
  Item 1.   Legal Proceedings.
  
            Reference is made to the description of the legal proceedings
            contained in the Foamex L.P. Annual Report on Form 10-K for the fiscal
            year ended December 29, 1996.
  
            The information from Notes 6 and 7 of the condensed consolidated
            financial statements of Foamex L.P. and subsidiaries as of March 30,
            1997 (unaudited) is incorporated herein by reference.
  
  Item 2.   Changes in Securities.
  
            None.
  
  Item 3.   Defaults Upon Senior Securities.
  
            None.
  
  Item 4.   Submission of Matters to a Vote of Security Holders.
  
            None.
  
  Item 5.   Other Information.
  
            None.
  
  Item 6.   Exhibits and Reports on Form 8-K.
  
            (a)  Exhibits
  
  3.1(a)        - Restated Certificate of Incorporation of Foamex International.
  3.2(a)        - By-laws of Foamex International.
  3.3(a)        - Fourth Amended and Restated Agreement of Limited Partnership of
                Foamex L.P., dated as of December 14, 1993, by and among FMXI and
                Trace Foam, as general partners, and Foamex International, as a
                limited partner (the "Partnership Agreement").
  3.4(n)        - First Amendment to the Fourth Amendment and Restated Agreement
                of Limited Partnership of Foamex L.P., dated June 28, 1994.
  3.5(a)        - Certificate of Incorporation of FMXI.
  3.6(a)        - By-laws of FMXI.
  3.7(e)        - Certificate of Incorporation of FCC.
  3.8(e)        - By-laws of FCC.
  3.9(c)        - Certificate of Incorporation of GFI Acquisition Corp.
  3.10(c)       - Certificate of Amendment to the Certificate of Incorporation of
                GFI Acquisition Corp.
  3.11(c)       - Certificate of Amendment to the Certificate of Incorporation of
                General Felt.
  4.1(b)        - Indenture, dated as of June 3, 1993, among Foamex L.P. and FCC,
                as joint and several obligors, General Felt, as Guarantor, and
                Shawmut Bank, National Association ("Shawmut"), as trustee,
                relating to $160,000,000 principal amount of 9 1/2% Senior Secured
                Notes due 2000, including form of Senior Secured Note.
  4.2(a)        - First Supplemental Indenture, dated as of November 18, 1993,
                among Foamex International and FCC, as Issuers, General Felt and
                Perfect Fit, as Guarantors and Shawmut, as trustee, relating to
                the Senior Secured Notes.
  
                                         21
  <PAGE>
  
  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(s)      - Third Supplemental Indenture, dated as of August 1, 1996, by and
                among Foamex L.P. and FCC, as Issuers, Foamex International, as
                parent guarantor, General Felt, as guarantor, Perfect Fit, as
                withdrawing guarantor, and Fleet National Bank ("Fleet"), as
                trustee relating to the Senior Secured Notes.
  4.4(b)        - Company Pledge Agreement, dated as of June 3, 1993, by Foamex
                L.P. in favor of Shawmut, as trustee for the holders of the Senior
                Secured Notes.
  4.5(b)        - Company Pledge Agreement, dated as of June 3, 1993, by FCC in
                favor of Shawmut, as trustee for the holders of the Senior Secured
                Notes.
  4.6(b)        - Subsidiary Pledge Agreement, dated as of June 3, 1993, by
                General Felt in favor of Shawmut, as trustee for the holders of
                the Senior Secured Notes.
  4.7(b)        - Company Security Agreement, dated as of June 3, 1993, by Foamex
                L.P. and FCC in favor of Shawmut, as trustee for the holders of
                the Senior Secured Notes.
  4.8(b)        - Subsidiary Security Agreement, dated as of June 3, 1993, by
                General Felt in favor of Shawmut, as trustee for the holders of
                the Senior Secured Notes.
  4.9(b)        - Collateral Assignment of Patents and Trademarks, dated as of
                June 3, 1993, by Foamex L.P. in favor of Shawmut, as trustee for
                the holders of the Senior Secured Notes.
  4.10(b)       - Collateral Assignment of Patents and Trademarks, dated as of
                June 3, 1993, by FCC in favor of Shawmut, as trustee for the
                holders of the Senior Secured Notes.
  4.11(b)       - Collateral Assignment of Patents and Trademarks, dated as of
                June 3, 1993, by General Felt in favor of Shawmut, as trustee for
                the holders of the Senior Secured Notes.
  4.12(c)       - Indenture, dated as of October 13, 1992, among Foamex L.P., FCC
                and The Connecticut National Bank, as trustee, relating to
                $150,000,000 principal amount of 11 1/4% Senior Notes due 2002,
                including form of Senior Note.
  4.13(d)       - First Supplemental Indenture, dated as of March 23, 1993, among
                Foamex L.P. and FCC, as joint and several obligors, General Felt,
                as Guarantor, and Shawmut Bank Connecticut, National Association
                (formerly The Connecticut National Bank ("Shawmut Connecticut")),
                as trustee, relating to the Senior Notes.
  4.14(a)       - Second Supplemental Indenture, dated as of November 18, 1993,
                among Foamex L.P. and FCC, as Issuers, General Felt and Perfect
                Fit, as Guarantors and Shawmut Connecticut, as trustee, relating
                to the Senior Notes.
  4.15(a)       - Third Supplemental Indenture, dated as of December 14, 1993,
                among Foamex L.P. and FCC, as Issuers, Foamex International,
                General Felt and Perfect Fit, as Guarantors, and Shawmut
                Connecticut, as trustee, relating to the Senior Notes.
  4.16(m)       - Fourth Supplemental Indenture, dated as of October 31, 1994,
                among Foamex L.P. and FCC as Issuers, Foamex International as
                Parent Guarantor, General Felt and Perfect Fit as Guarantors and
                Shawmut Connecticut, as Trustee, relating to the Senior Notes.
  4.17(t)       - Fifth Supplemental Indenture, dated as of August 1, 1996, by and
                among Foamex L.P. and FCC as guarantors, Perfect Fit as
                withdrawing guarantor, and Fleet, as trustee relating to the
                Senior Notes.
  4.18(c)       - Indenture, dated as of October 13, 1992, among Foamex L.P., FCC
                and Shawmut, as trustee, relating to $126,000,000 principal amount
                of 117/8% Senior Subordinated Debentures due 2004, including form
                of Senior Subordinated Debenture.
  4.19(d)       - First Supplemental Indenture, dated as of March 23, 1993, among
                Foamex L.P. and FCC, as joint and several obligors, General Felt,
                as Guarantor, and Shawmut, as trustee, relating to the Senior
                Subordinated Debentures.
  4.20(a)       - Second Supplemental Indenture, dated as of November 18, 1993,
                among Foamex L.P. and FCC, as Issuers, General Felt and Perfect
                Fit, as Guarantors, and Shawmut, as trustee, relating to the
                Senior Subordinated Debentures.
  
                                         22
  <PAGE>
  
  
  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.
  4.22(t)       - Fourth Supplemental Indenture, dated as of August 1, 1996, among
                Foamex L.P. and FCC, as Issuers, Foamex International, as Parent
                Guarantor, General Felt, as Guarantor, Perfect Fit, as withdrawing
                guarantor, and Fleet, as Trustee, relating to the Senior
                Subordinated Debentures.
  4.23(i)       - Indenture, dated as of June 28, 1994, among FJPS and FJCC, as
                Issuers, Foamex International, as guarantor, and Shawmut
                Connecticut, as trustee, relating to $116,745,000 principal amount
                of Senior Secured Discount Debentures due 2004, including form of
                Senior Secured Discount Debenture.
  4.24(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.
  4.25(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.
  4.26(u)       - Consent, Waiver and Amendment Agreement, dated December 11,
                1996, between FJPS and Foamex L.P.
  4.27(t)       - Commitment letter, dated July 9, 1996, from The Bank of Nova
                Scotia to Foamex Canada Inc.
  4.28(t)       - Third Amended and Restated Credit Agreement, dated as of July
                30, 1996, among Foamex L.P., General Felt, Trace Foam Company,
                Inc. ("Trace Foam"), FMXI, Inc. ("FMXI"), Citibank, N.A., The Bank
                of Nova Scotia, the institutions from time to time parties thereto
                as lenders, the institutions parties thereto as issuing banks and
                Citibank, N.A. and The Bank of Nova Scotia, as Administrative
                Agents (the "Credit Agreement").
  4.29(t)       - First Amendment to Third Amended and Restated Credit Agreement,
                dated September 30, 1996, among Foamex L.P., General Felt, Trace
                Foam, FMXI, Citibank, N.A., The Bank of Nova Scotia, the
                institutions from time to time parties thereto as lenders, the
                institutions parties thereto as issuing banks and Citibank, N.A.
                and The Bank of Nova Scotia, as Administrative Agents.
  4.30(u)       - Second Amendment to Third Amended and Restated Credit Agreement,
                dated as of November 27, 1996, among Foamex L.P., General Felt,
                Trace Foam, FMXI, Citibank, N.A., The Bank of Nova Scoria, the
                institutions from time to time parties thereto as lenders, the
                institutions parties thereto as issuing banks and Citibank, N.A.
                and The Bank of Nova Scotia, as Administrative Agents.
  4.31(a)       - Guaranties, dated November 18, 1993, executed by each of Foamex
                L.P., General Felt and Perfect Fit, as guarantor, respectively, in
                favor of Citibank, N.A., as Administrative Agent, for the ratable
                benefit of the lenders and the issuing banks, guaranteeing the
                obligations of one another under the Credit Agreement.
  4.32(a)       - Guaranty, dated November 18, 1993, executed by FCC in favor of
                Citibank, N.A., as Administrative Agent, for the ratable benefit
                of the lenders and the issuing banks, guaranteeing the obligations
                of Foamex L.P., General Felt and Perfect Fit under the Credit
                Agreement.
  4.33(u)       - Amended and Restated Guaranty, dated as of June 28, 1994,
                executed by Foamex International in favor of Citibank, N.A. and
                The Bank of Nova Scotia, as Administrative Agents, for the ratable
                benefit of the lenders and the issuing banks under the Credit
                Agreement.
  4.34(q)       - First Amendment to Amended and Restated Guaranty, dated June 30,
                1995, executed by Foamex International in favor of Citibank, N.A.
                and The Bank of Nova Scotia, as Administrative Agents, for the
                ratable benefit of the lenders and the issuing banks under the
                Credit Agreement.
  4.35(q)       - Second Amendment to Amended and Restated Guaranty, dated
                February 27, 1996, executed by Foamex International in favor of
                Citibank, N.A. and The Bank of Nova Scotia, as Administrative
                Agents, for the ratable benefit of the lenders and the issuing
                banks under the Credit Agreement.
  4.36(t)       - Third Amendment to Amended and Restated Guaranty, dated November
                27, 1996, executed by Foamex International in favor of Citibank,
                N.A. as Collateral Agent, for the ratable benefit of the lenders
                and the issuing banks under the Credit Agreement.
  4.37(a)       - Security Agreements, dated November 18, 1993, executed by each
                of Foamex L.P., General Felt, Perfect Fit and FCC, respectively,
                and Citibank N.A., as Administrative Agent for the lenders and the
                issuing banks under the Credit Agreement.
  
                                         23
  <PAGE>
  4.38(u)       - Amendatory Agreement, dated as of June 28, 1994, among Foamex
                L.P., General Felt, Perfect Fit, FCC and Citibank, N.A., as
                collateral agent under the Credit Agreement.
  4.39(s)       - Amendatory Agreement, dated as of July 30, 1996, among Foamex
                L.P., General Felt, FCC, and Citibank, N.A., as collateral agent
                under the Credit Agreement.
  4.40(a)       - Intercreditor Agreement, dated as of November 18, 1993, by and
                between Citibank, N.A., as Administrative Agent under the Credit
                Agreement and Shawmut, as trustee under the Foamex L.P. Senior
                Secured Note Indenture.
  4.41(a)       - Subordinated Promissory Note, dated as of May 6, 1993, in the
                original principal amount of $7,014,864 executed by Foamex L.P. to
                John Rallis ("Rallis").
  4.42(a)       - Marely Loan Commitment Agreement, dated as of December 14, 1993,
                by and between Foamex International and Marely s.a. ("Marely").
  4.43(a)       - DLJ Loan Commitment Agreement, dated as of December 14, 1993, by
                and between Foamex International and DLJ Funding, Inc. ("DLJ
                Funding").
  4.44(s)       - Promissory Note, dated July 7, 1996, in the aggregate principal
                amount of $4,372,516, executed by Trace Holdings to Foamex L.P.
  10.1(u)       - Revised Confirmation Letter Agreements, dated as of January 7,
                1997, by and between Foamex L.P. and Citibank, N.A.
  10.2(u)       - Assignment Agreement, dated as of December 16, 1996, among
                Foamex L.P., FCC, and Solomon Holdings, Inc. ("Solomon Holdings").
  10.3(d)       - Reimbursement Agreement, dated as of March 23, 1993, between
                Trace Holdings and General Felt.
  10.4(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.
  10.5(e)       - Asset Transfer Agreement, dated as of October 2, 1990, between
                Trace Holdings and Foamex L.P. (the "Trace Holdings Asset Transfer
                Agreement").
  10.6(e)       - First Amendment, dated as of December 19, 1991, to the Trace
                Holdings Asset Transfer Agreement.
  10.7(e)       - Amended and Restated Guaranty, dated as of December 19, 1991,
                made by Trace Foam in favor of Foamex L.P.
  10.8(e)       - Asset Transfer Agreement, dated as of October 2, 1990, between
                RFC and Foamex L.P. (the "RFC Asset Transfer Agreement").
  10.9(e)       - First Amendment, dated as of December 19, 1991, to the RFC Asset
                Transfer Agreement.
  10.10(e)      - Schedule 5.03 to the RFC Asset Transfer Agreement (the "5.03
                Protocol").
  10.11(d)      - The 5.03 Protocol Assumption Agreement, dated as of October 13,
                1992, between RFC and Foamex L.P.
  10.12(d)      - Letter Agreement between Trace Holdings and Recticel regarding
                the Recticel guaranty, dated as of July 22, 1992.
  10.13(i)      - Supply Agreement, dated June 28, 1994, between Foamex L.P. and
                Foamex International.
  10.14(i)      - First Amended and Restated Tax Sharing Agreement, dated as of
                December 14, 1993, among Foamex L.P., Trace Foam, FMXI and Foamex
                International.
  10.15(i)      - Tax Sharing Agreement, dated as of June 28, 1994, among FJPS and
                Foamex International. 10.16(u) - Tax Distribution Advance
                Agreement, dated as of December 11, 1996, by and between Foamex
                L.P. and FJPS.
  10.17(d)      - Trace Foam Management Agreement between Foamex L.P. and Trace
                Foam, dated as of October 13, 1992.
  10.18(i)      - Affirmation Agreement re: Management Agreement, dated as of
                December 14, 1993 between Foamex L.P. and Trace Foam.
  10.19(e)(p)   - Salaried Incentive Plan of Foamex L.P. and Subsidiaries.
  10.20(e)(p)   - Trace Holdings 1987 Nonqualified Stock Option Plan.
  10.21(e)(p)   - Equity Growth Participation Program.
  
                                         24
  
  <PAGE>
  
  10.22(j)(o)   - General Felt Industries, Inc. Retirement Plan for Salaried
                Employees, effective as of January 1, 1995.
  10.23(e)(o)   - Foamex L.P. Salaried Retirement Plan (formerly known as the
                Foamex L.P. Products, Inc. Salaried Employee Retirement Plan), as
                amended, effective July 1, 1984.
  10.24(e)(p)   - Foamex L.P. 401(k) Savings Plan dated January 1, 1989.
  10.25(o)      - Foamex/GFI 401(k) Savings Plan dated July 1, 1995.
  10.26(a)(p)   - Foamex International's 1993 Stock Option Plan.
  10.27(a)(p)   - Foamex International's Non-Employee Director Compensation Plan.
  10.28(a)(p)   - Employment Agreement, dated as of May 6, 1993, by and between
                Foamex L.P. and Rallis.
  10.29(f)(p)   - Employment Agreement, dated as of February 1, 1994, by and
                between Foamex L.P. and William H. Bundy.
  10.30(p)      - Employment Agreement, dated as of July 26, 1995, by and between
                Foamex L.P. and Salvatore J. Bonanno.
  10.31(a)      - 1993 Recticel Master Agreement, dated as of November 4, 1993, by
                and among Trace Holdings, Trace Foam, RFC, Foamex International,
                Recticel s.a., MGM, FCD Sub and Foamex L.P.
  10.32(a)      - Exchange Agreement, dated as of December 14, 1993, by and
                between Foamex International and RFC.
  10.33(a)      - Withdrawal Agreement, dated as of December 14, 1993, by and
                between Foamex L.P. and RFC.
  10.34(a)      - 1993 Agreement of Terms, dated as of November 4, 1993, by and
                among Trace Holdings, Trace Foam, Foamex L.P., Foamex
                International and GBNY.
  10.35(a)      - 1993 Marely Master Agreement, dated as of November 4, 1993, by
                and among Foamex International, Trace Holdings, Trace Foam, Foamex
                L.P. and Marely.
  10.36(a)      - Exchange Agreement, dated as of December 14, 1993, by and
                between Foamex International and Marely.
  10.37(a)      - Warrant Exchange Agreement, dated as of December 14, 1993, by
                and between Foamex International and Marely.
  10.38(a)      - Redemption and Withdrawal Agreement, dated as of December 14,
                1993, by and between Foamex L.P. and Marely.
  10.39(a)      - 1993 DLJ Master Agreement, dated as of November 4, 1993, by and
                among Foamex International, Trace Holdings, Trace Foam, DLJ
                Funding and Foamex L.P.
  10.40(a)      - Exchange Agreement, dated as of December 14, 1993, by and
                between Foamex International and DLJ Funding.
  10.41(a)      - Warrant Exchange Agreement, dated as of December 14, 1993, by
                and between Foamex International and DLJ Funding.
  10.42(a)      - Redemption and Withdrawal Agreement, dated as of December 14,
                1993, by and between Foamex L.P. and DLJ Funding.
  10.43(a)      - 1993 Rallis Master Agreement, dated as of November 4, 1993, by
                and among Foamex International, Trace Holdings, Trace Foam, Rallis
                and Foamex L.P.
  10.44(a)      - Exchange Agreement, dated as of December 14, 1993, by and
                between Foamex International and Rallis.
  10.45(a)      - Partial Redemption Agreement, dated as of December 14, 1993, by
                and between Foamex L.P. and Rallis.
  10.46(c)      - Exchange Agreement Regarding Admission of Limited Partner and
                Put Option, dated as of May 1, 1993, among Rallis, Pegasus
                Properties, Foamex L.P. and Trace Holdings.
  10.47(a)      - Amended and Restated Put Option Agreement, dated as of December
                14, 1993, by and between Trace Holdings and Rallis.
  10.48(a)      - Exchange Agreement, dated as of December 14, 1993, by and
                between Foamex International and Trace Holdings.
  10.49(a)      - Redemption and Withdrawal Agreement, dated as of December 14,
                1993, by and between Foamex L.P. and Trace Holdings.
  10.50(a)      - Exchange Agreement, dated as of December 14, 1993, by and
                between Foamex International and Trace Foam.
  10.51(a)      - Withdrawal Agreement, dated as of December 14, 1993, by and
                between Foamex L.P. and Trace Foam.
  
  
                                         25
  
  <PAGE>
  
  
  10.52(a)      - Exchange Agreement, dated as of December 14, 1993, by and
                between Foamex International and FCD Sub.
  10.53(a)      - Redemption and Withdrawal Agreement, dated as of December 14,
                1993, by and between Foamex L.P. and FCD Sub.
  10.54(a)      - Release and Termination Agreement, dated as of December 14,
                1993, by and among Trace Holdings, Trace Foam, Foamex L.P., RFC,
                Marely, DLJ, MGM, FCD Sub, Recticel s.a., SGB, GBNY, and
                Wilmington Trust Company.
  10.55(f)      - Stock Purchase Agreement, dated as of December 23, 1993, by and
                between Transformacion de Espumas y Fieltros, S. A., the
                stockholders which are parties thereto, and Foamex L.P.
  10.56(r)      - Agreement and Plan of Merger, as amended, dated as of June 11,
                1996, by and among PFI Subsidiary, Inc., PFI Acquisition Corp.,
                Jody B. Vitale, Perfect Fit, General Felt, and Foamex L.P.
  27            - Financial Data Schedule.
  
  
  (a)  Incorporated herein by reference to the Exhibit to Foamex International's
       Registration Statement on Form S-1, Registration No. 33-69606.
  
  (b)  Incorporated herein by reference to the Exhibit to the Registration
       Statement of Foamex L.P. and FCC on Form S-4, Registration No. 33-65158.
  
  (c)  Incorporated herein by reference to the Exhibit to the Registration
       Statement of Foamex L.P., FCC and General Felt on Form S-1, Registration
       Nos. 33-60888, 33-60888-01, and 33-60888-02.
  
  (d)  Incorporated herein by reference to the Exhibit to the Form 10-K Statement
       of Foamex L.P. and FCC for fiscal 1992.
  
  (e)  Incorporated herein by reference to the Exhibit to the Registration
       Statement of Foamex L.P. and FCC on Form S-1, Registration Nos. 33-49976
       and 33-49976-01.
  
  (f)  Incorporated herein by reference to the Exhibit to the Form 10-K of Foamex
       International for fiscal 1993.
  
  (g)  Incorporated herein by reference to the Exhibit to JPS Automotive's
       Registration Statement on Form S-1, Registration No. 33-75510.
  
  (h)  Incorporated by reference to the Exhibit to the Form 10-Q of Foamex
       International for the quarterly period ended July 3, 1994.
  
  (i)  Incorporated herein by reference to the Exhibit to the Registration
       Statement of FJPS, FJCC and Foamex International on Form S-4, Registration
       No. 33-82028.
  
  (j)  Incorporated herein by reference to the Exhibit to the quarterly report on
       Form 10-Q of JPS Automotive L.P. and JPS Automotive Products Corp. for the
       fiscal quarter ended October 2, 1994.
  
  (k)  Incorporated herein by reference to the Exhibit to the quarterly report on
       Form 10-Q of Foamex L.P. and Foamex L.P. Capital Corporation, and General
       Felt Industries, Inc. for the fiscal quarter ended October 2, 1994.
  
  (l)  Incorporated herein by reference to the Exhibit to the Registration
       Statement on Form S-1 of Foamex International, Registration No. 33-85488.
  
  
                                         26
  <PAGE>
  
  (m)  Incorporated herein by reference to the Exhibit to the Form 10-K of Foamex
       International for fiscal 1994.
  
  (n)  Incorporated herein by reference to the Exhibit to the Form 10-K of Foamex
       L.P. for fiscal 1994.
  
  (o)  Incorporated herein by reference to the Exhibit to the Form 10-Q of Foamex
       L.P. for the quarterly period ended July 2, 1995.
  
  (p)  A management contract or compensatory plan or arrangement required to be
       filed as an Exhibit pursuant to Item 14(c) of this report.
  
  (q)  Incorporated herein by reference to the Exhibit to the Form 10-K of Foamex
       L.P. for fiscal 1995.
  
  (r)  Incorporated herein by reference to the Exhibit to the Form 8-K of Foamex
       L.P. dated June 11, 1996.
  
  (s)  Incorporated herein by reference to the Exhibit to the Form 10-Q of Foamex
       L.P. for the quarterly period ended June 30, 1996.
  
  (t)  Incorporated herein by reference to the Exhibits to the Form 10-Q of Foamex
       L.P. for the quarterly period ended September 30, 1996.
  
  (u)  Incorporated herein by reference to the Exhibits to the Form 10-K of Foamex
       L.P. for the year ended December 29, 1996.
  
       Certain instruments defining the rights of security holders have been
  excluded herefrom in accordance with Item 601(b)(4)(iii) of Regulation S-K. The
  registrant hereby agrees to furnish a copy of any such instrument to the
  Commission upon request.
  
       (b) Foamex L.P. filed the following Current Reports on Form 8-K:
  
           None.
  
  
  
  
                                         27
  
  <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 L.P.
  
                                        By:  FMXI, INC.
                                        General Partner
  
  
  Date: May 15, 1997                    By:   /s/ Kenneth R. Fuette
                                              ----------------------
                                              Kenneth R. Fuette
                                              Chief Financial Officer and
                                              Chief Accounting Officer
  
  
  
  
                                        FOAMEX CAPITAL CORPORATION
  
  
  
  Date: May 15, 1997                    By:   /s/ Kenneth R. Fuette
                                              ----------------------
                                              Kenneth R. Fuette
                                              Chief Financial Officer and
                                              Chief Accounting Officer
  
  
  
  
  
  
  
                                         28
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text: SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM 10-Q
  
                  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934
  
                    For the quarterly period ended March 30, 1997
  
                      Commission file numbers 1-11432; 1-11436
  
                                     FOAMEX L.P.
                             FOAMEX CAPITAL CORPORATION
               (Exact name of registrant as specified in its charter)
  
            Delaware                                    05-0475617
            Delaware                                    22-3182164
  (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 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 Capital Corporation's common stock outstanding as
  of May 12, 1997 was 1,000.
  
                                    Page 1 of 28
                            Exhibit List on Page 21 of 28
  FOAMEX L.P.
                             FOAMEX CAPITAL CORPORATION
  
                                        INDEX
                                                                              Page
  Part I.   Financial Information:
  
            Item 1. Financial Statements
  
              Foamex L.P.
  
              Condensed Consolidated Statements of Operations - 
                  Thirteen Week Periods Ended
                  March 30, 1997 and March 31, 1996                             3
  
              Condensed Consolidated Balance Sheets as of 
                  March 30, 1997 and December 29, 1996                          4
  
              Condensed Consolidated Statements of Cash Flows - 
                  Thirteen Week Periods Ended March 30, 1997 
                  and March 31, 1996                                            5
  
              Notes to Condensed Consolidated Financial Statements              6
  
              Foamex Capital Corporation
  
              Balance Sheets as of March 30, 1997 and December 29, 1996        13
  
              Notes to Balance Sheets                                          14
  
            Item 2.  Management's Discussion and Analysis of Financial 
                     Condition and Results of Operations                       16
  
  Part II.  Other Information                                                  21
  
            Exhibit List                                                       21
  
            Signatures                                                         28
  
                                          2
  PART I.  FINANCIAL INFORMATION
  ITEM 1.  FINANCIAL STATEMENTS
  
                            FOAMEX L.P. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
  13 Week Periods Ended
                                                 March 30,           March 31,
                                                   1997                 1996
                                                         (thousands)
  NET SALES                                     $ 229,120           $ 219,131
  
  COST OF GOODS SOLD                              186,323             183,100
                                                ---------           ---------
  
  GROSS PROFIT                                     42,797              36,031
  
  SELLING, GENERAL AND
     ADMINISTRATIVE EXPENSES                       15,685              13,601
                                                ---------           ---------
  
  INCOME FROM OPERATIONS                           27,112              22,430
  
  INTEREST AND DEBT ISSUANCE EXPENSE               10,704              10,413
  
  OTHER INCOME, NET                                   650                 200
                                                ---------           ---------
  
  INCOME FROM CONTINUING OPERATIONS
     BEFORE PROVISION FOR INCOME TAXES             17,058              12,217
  
  PROVISION FOR INCOME TAXES                          842               1,019
                                                ---------           ---------
  
  INCOME FROM CONTINUING OPERATIONS                16,216              11,198
  
  INCOME FROM DISCONTINUED OPERATIONS,
     NET OF INCOME TAXES                               --                 637
                                                ---------           ---------
  
  INCOME BEFORE EXTRAORDINARY LOSS                 16,216              11,835
  
  EXTRAORDINARY LOSS ON EARLY
     EXTINGUISHMENT OF DEBT                          (679)                 --
                                                ---------           ---------
  
  NET INCOME                                    $  15,537           $  11,835
                                                =========           =========
  The accompanying notes are an integral part of the condensed
                         consolidated financial statements.
  
                                          3
  FOAMEX L.P. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
  March 30,         December 29,
  ASSETS                                               1997                1996
  CURRENT ASSETS:                                             (thousands)
  Cash and cash equivalents                    $  32,657           $  20,968
       Accounts receivable, net                       130,166             125,847
       Inventories                                    102,344             102,610
       Other current assets                            45,519              39,495
                                                    ---------           ---------
  
          Total current assets                        310,686             288,920
  
  PROPERTY, PLANT AND EQUIPMENT, NET                  185,961             182,427
  
  COST IN EXCESS OF ASSETS ACQUIRED, NET               83,320              83,991
  
  DEBT ISSUANCE COSTS, NET                             14,048              14,902
  
  OTHER ASSETS                                         16,112              15,917
                                                    ---------           ---------
  
  TOTAL ASSETS                                      $ 610,127           $ 586,157
                                                    =========           =========
  
  LIABILITIES AND PARTNERS' EQUITY
  
  CURRENT LIABILITIES:
       Short-term borrowings                        $   3,985           $   3,692
       Current portion of long-term debt                8,784              13,735
       Accounts payable                                73,859              75,621
       Accounts payable to related parties             11,576               8,803
       Accrued interest                                19,147               8,871
       Other accrued liabilities                       46,125              41,108
                                                    ---------           ---------
  
          Total current liabilities                   163,476             151,830
                                                    ---------           ---------
  
  LONG-TERM DEBT                                      389,162             392,617
                                                    ---------           ---------
  
  OTHER LIABILITIES                                    29,303              28,878
                                                    ---------           ---------
  
  COMMITMENTS AND CONTINGENCIES                            --                  --
                                                    ---------           ---------
  
  PARTNERS' EQUITY:
       General partners                                   970                 632
       Limited partner                                 74,178              57,654
       Note receivable from partner                   (34,504)            (33,180)
       Other                                          (12,458)            (12,274)
                                                    ---------           ---------
  
          Total partners' equity                       28,186              12,832
                                                    ---------           ---------
  
  TOTAL LIABILITIES AND PARTNERS' EQUITY            $ 610,127           $ 586,157
                                                    =========           =========
  The accompanying notes are an integral part of the condensed
                         consolidated financial statements.
  
                                          4
  FOAMEX L.P. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
  13 Week Periods Ended
                                                                          March 30,          March 31,
                                                                            1997                1996
                                                                                   (thousands)
  OPERATING ACTIVITIES:
     Net income                                                           $ 15,537           $ 11,835
     Adjustments to reconcile net income to net cash provided
         by operating activities:
         Depreciation and amortization                                       5,055              5,523
         Amortization of debt issuance costs and debt discount                 703                706
         Income from discontinued operations                                    --               (637)
         Extraordinary loss on early extinguishment of debt                    679                 --
         Other operating activities                                            (83)               389
         Changes in operating assets and liabilities, excluding
            discontinued operations                                         (2,416)            (5,912)
                                                                          --------           --------
  
            Net cash provided by continuing operating activities            19,475             11,904
            Net cash used for discontinued operations                           --             (3,576)
                                                                          --------           --------
            Net cash provided by operating activities                       19,475              8,328
                                                                          --------           --------
  
  INVESTING ACTIVITIES:
     Capital expenditures                                                   (7,363)            (3,256)
     Decrease in restricted cash                                             8,356                 --
     Other investing activities                                                 --                981
     Discontinued operations investing activities                               --               (292)
                                                                          --------           --------
  
            Net cash provided by (used for) investing activities               993             (2,567)
                                                                          --------           --------
  
  FINANCING ACTIVITIES:
     Net proceeds from short-term borrowings                                   293              1,930
     Proceeds from long-term debt                                              500                 --
     Repayment of long-term debt                                            (9,038)            (2,137)
     Distributions to partners                                                (124)                --
     Other financing activities                                               (410)               (32)
                                                                          --------           --------
  
            Net cash used for financing activities                          (8,779)              (239)
                                                                          --------           --------
  
  NET INCREASE IN CASH AND CASH EQUIVALENTS                                 11,689              5,522
  
  CASH AND CASH EQUIVALENTS
     AT BEGINNING OF PERIOD                                                 20,968                638
                                                                          --------           --------
  
  CASH AND CASH EQUIVALENTS
     AT END OF PERIOD                                                     $ 32,657           $  6,160
                                                                          ========           ========
  The accompanying notes are an integral part of the condensed
                         consolidated financial statements.
  
                                          5
  FOAMEX L.P. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  1.   ORGANIZATION AND BASIS OF PRESENTATION
  
       Foamex L.P.'s condensed consolidated balance sheet as of December 29, 1996
  has been condensed from the audited consolidated balance sheet at that date. The
  condensed consolidated balance sheet as of March 30, 1997 and the condensed
  consolidated statements of operations and the condensed consolidated statements
  of cash flows for the thirteen week periods ended March 30, 1997 and March 31,
  1996 have been prepared by Foamex L.P. and subsidiaries and have not been
  audited by Foamex L.P.'s independent accountants. Also, the condensed
  consolidated statement of operations and the condensed consolidated statement of
  cash flows for the thirteen week period ended March 31, 1996 have been restated
  for discontinued operations (see Note 2 below). In the opinion of management,
  all adjustments, consisting only of normal recurring adjustments, considered
  necessary for a fair presentation of the consolidated financial position,
  results of operations and cash flows have been included.
  
       Foamex-JPS Automotive L.P. ("FJPS") is a 98% limited partner of Foamex
  L.P., FMXI, Inc. ("FMXI") is a 1% managing general partner of Foamex L.P. and
  Trace Foam, Inc. ("Trace Foam") is a 1% non-managing general partner of Foamex
  L.P. FJPS and FMXI are wholly-owned subsidiaries of Foamex International Inc.
  ("Foamex International").
  
       On April 7, 1997, Foamex International announced that an evaluation of its
  capital structure was initiated with the intention of refinancing certain
  long-term indebtedness to reduce Foamex International's interest expense and
  improve financing flexibility. On May 12, 1997, Foamex International announced a
  $540.0 million refinancing plan that includes a $480.0 million credit facility
  and $150.0 million of senior subordinated notes. As part of this refinancing
  plan, Foamex L.P. commenced tender offers with concurrent consent solicitations
  for $373.0 million of aggregate principal amount of its public debt and $116.7
  million of aggregate principal amount of FJPS senior secured discount debentures
  due 2004. The refinancing activities are expected to be completed by the end of
  the second quarter of 1997. (See Note 5 below for further discussion).
  
       Foamex International expects that as a result of its refinancing
  activities, assuming no material changes in interest rates and the tendering of
  substantially all of Foamex International's outstanding public debt, future
  annualized interest expense will be reduced by between $8.0 million and $11.0
  million as compared to the expense required by the existing indentures and
  credit agreements. Foamex International expects that future interest expense,
  and the ability to realize the savings in interest expense, will vary based on a
  variety of factors, including fluctuation in interest rates in general; the
  pricing of the credit agreement and the senior subordinated notes; and the
  percentage of securities tendered in the tender offers. In addition, if the
  refinancing is consummated, variable rate debt will comprise a larger percentage
  of Foamex L.P.'s overall indebtedness than in the past, and as a result, future
  fluctuations in interest rates will have a greater impact on Foamex L.P.'s
  interest expense than in the past.
  
       Certain information and note disclosures normally included in the financial
  statements prepared in accordance with generally accepted accounting principles
  have been condensed or omitted in accordance with the rules and regulations of
  the Securities and Exchange Commission. These condensed consolidated financial
  statements should be read in conjunction with Foamex L.P.'s 1996 consolidated
  financial statements and notes thereto as set forth in Foamex L.P.'s Annual
  Report on Form 10-K for the fiscal year ended December 29, 1996.
  
                                          6
  FOAMEX L.P. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  2.   DISCONTINUED OPERATIONS
  
       During 1996, Foamex L.P. sold the outstanding common stock of Perfect Fit
  Industries, Inc. ("Perfect Fit"), a wholly-owned subsidiary, for an adjusted
  sale price of approximately $44.2 million. The sale included substantially all
  of the net assets of Foamex L.P.'s home comfort products business segment.
  Accordingly, the accompanying condensed consolidated statement of operations and
  the condensed consolidated statement of cash flows for the thirteen week period
  ended March 31, 1996 reflects the home comfort products business segment as
  discontinued operations.
  
       Foamex L.P.'s condensed consolidated financial statements have been
  restated to reflect the discontinuation of the home comfort products business
  segment. A summary of the operating results for the discontinued operations is
  as follows:
  13 Week Period Ended
                                                                                 March 31, 1996
                                                                                 (thousands)
  Net sales                                                                       $ 25,162
  Gross profit                                                                       4,250
  Income from operations                                                             1,224
  Interest and debt issuance expense                                                 1,194
  Income from discontinued operations before (benefit) from income taxes                30
  Benefit for income taxes                                                            (607)
  Income from discontinued operations, net of income taxes                             637
  3.   INVENTORIES
  
       Inventories consist of:
  March 30,       December 29,
                                             1997              1996
                                                  (thousands)
  Raw materials and supplies          $ 56,766          $ 61,559
       Work-in-process                       15,166            13,453
       Finished goods                        30,412            27,598
                                           --------          --------
  
          Total                            $102,344          $102,610
                                           ========          ========
  4.   RELATED PARTY TRANSACTIONS
  
       Foamex L.P. has a $56.2 million principal amount note, as amended, due 2006
  (the "FJPS Note") from its 98% limited partner FJPS which is included in
  partner's equity with an accreted value of $34.5 million as of March 30, 1997.
  The original issue discount is being amortized using the weighted average to
  maturity method over the life of the issue. The accretion of the original issue
  discount of $1.3 million and $1.8 million for the thirteen week periods ended
  March 30, 1997 and March 31, 1996, respectively, has been reflected as a direct
  increase in the FJPS Note and the partners' capital accounts, and thereby
  excluded from the condensed consolidated statements of operations.
  
                                          7
  FOAMEX L.P. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  4.   RELATED PARTY TRANSACTIONS (continued)
  
       Foamex L.P. has a supply agreement (the "Supply Agreement") with pursuant
  to which, at the option of Foamex L.P., Foamex International will purchase
  certain raw materials, which are necessary for the manufacture of Foamex L.P.'s
  products, and resell such materials to Foamex L.P. at a price equal to net cost
  plus reasonable out of pocket expenses. Management believes that the terms of
  the Supply Agreement are no less favorable than those which Foamex L.P. could
  have obtained from an unaffiliated third party. During the thirteen week periods
  ended March 30, 1997 and March 31, 1996, Foamex L.P. purchased approximately
  $27.7 million and $24.1 million, respectively, of raw materials under the Supply
  Agreement. As of March 30, 1997 and December 29, 1996, Foamex L.P. had accounts
  payable to Foamex International of approximately $11.6 million and $8.8 million,
  respectively, associated with the Supply Agreement.
  
       Foamex L.P. chartered an aircraft (which is owned by a wholly-owned
  subsidiary of Foamex International) through a third party and incurred costs of
  approximately $0.4 million and $0.2 million during the thirteen week periods
  ended March 30, 1997 and March 31, 1996, respectively.
  
  5.   LONG-TERM DEBT
  
       Refinancing Plan
  
       On May 12, 1997, Foamex International announced a refinancing plan designed
  to improve its financial and operating flexibility and reduce interest expense.
  As part of this refinancing plan, Foamex L.P., a 99% owned subsidiary of Foamex
  International, commenced tender offers with concurrent consent solicitations for
  a total of $373.0 million of its aggregate principal of public debt and $116.7
  million principal amount of FJPS's public debt, including:
  
  o    $104.3 million of aggregate principal of its 9 1/2% Senior Secured Notes
       due 2000 for an aggregate consideration of 104.193% of principal plus
       accrued interest, comprised of a tender price of 102.193% and a consent fee
       of 2%;
  
  o    $135.9 million of aggregate principal of its 11 1/4% Senior Notes due 2002
       for an aggregate consideration of 105.709% of principal plus accrued
       interest, comprised of a tender price of 103.709% and a consent fee of 2%;
  
  o    $125.8 million of aggregate principal of its 11 7/8% Senior Subordinated
       Debentures due 2004 for an aggregate consideration of 107.586% of principal
       plus accrued interest, comprised of a tender price of 105.586% and a
       consent fee of 2%;
  
  o    $7.0 million of aggregate principal of its 11 7/8% Senior Subordinated
       Debentures, Series B due 2004 for an aggregate consideration of 107.586% of
       principal plus accrued interest, comprised of a tender price of 105.586%
       and a consent fee of 2%; and
  
  o    $116.7 million principal amount of the Foamex-JPS Automotive L.P. Senior
       Secured Discount Debentures due 2004 ("FJPS Discount Debentures") for an
       aggregate consideration of 88% of principal amount, which represents
       approximately 116.2% of the projected accreted value as of June 9, 1997,
       comprised of a tender price of 86% of principal amount and a consent fee of
       2%.
  
                                          8
  FOAMEX L.P. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  5.   LONG-TERM DEBT (continued)
  
       The consent solicitations will expire on May 23, 1997 and the tender offers
  will expire on June 9, 1997. Holders who tender their securities in the tender
  offers will be deemed to have submitted consents in the consent solicitations.
  Holders may not deliver consents without tendering their securities. Holders
  must tender their securities prior to May 23, 1997 in order to receive the
  consent fee. Holders who tender their securities after such date and before the
  expiration date of June 9, 1997 will receive the tender price for their
  securities, but will not receive the consent fee. Upon the closing of the
  refinancing plan, Foamex L.P. intends to distribute the purchased FJPS Discount
  Debentures to its partners.
  
       Foamex L.P. also plans to repay all borrowings under the terms of its
  existing credit facility outstanding at the closing of the refinancing plan
  which is estimated to be $5.2 million. Outstanding term loan borrowings as of
  March 30, 1997 is approximately $10.0 million (see Extinguishment of Debt
  discussed below).
  
       Foamex L.P. expects to fund the repurchase with the proceeds of:
  
  o    A $480.0 million Foamex L.P. credit facility arranged by a bank lending
       group including an estimated $150.0 million revolving credit line. Upon
       completion of the refinancing transactions, it expects to have
       approximately $100.0 million available under the revolving credit line.
  
  o    A $150.0 million offering of Foamex L.P. senior subordinated notes in the
       Rule 144A market.
  
  o    Cash on hand.
  
       Foamex L.P. expects to complete its refinancing activities by the end of
  the second quarter of 1997 and record an extraordinary loss on the early
  extinguishment of debt of between $46.0 million to $50.0 million in the second
  quarter of 1997 related to the premiums paid to repurchase the debt, the
  write-off of debt issuance costs and additional one-time charges related to the
  other aspects of the refinancing plan.
  
       Foamex L.P. 's future interest expense will increase and vary based on a
  variety of factors, including fluctuation in interest rates in general; the
  pricing of the credit agreement and the senior subordinated notes; and the
  percentage of securities tendered in the tender offers. In addition, if the
  refinancing is consummated, variable rate debt will comprise a larger percentage
  of Foamex L.P.'s overall indebtedness than in the past, and as a result, future
  fluctuations in interest rates will have a greater impact on Foamex L.P.'s
  interest expense than in the past. Also, the amount of the expected
  extraordinary loss on the early extinguishment of debt in the second quarter of
  1997 will vary based on a variety of factors, including the percentage of
  securities tendered in the tender offers and other factors beyond Foamex L.P.'s
  control.
  
       Consummation of the tender offers, the consent solicitations, the credit
  facility and the senior subordinated notes offering are subject to conditions,
  several of which are beyond Foamex L.P.'s control, and there can be no assurance
  that such transactions will be consummated.
  
       This Report shall not constitute an offer to sell or the solicitation of an
  offer to buy the securities offered by Foamex L.P. in the private placement.
  
                                          9
  FOAMEX L.P. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  5.   LONG-TERM DEBT (continued)
  
       Extinguishment of Debt
  
       During 1997, Foamex L.P. used approximately $8.4 million of the net
  proceeds from the sale of Perfect Fit to repurchase outstanding indebtedness of
  approximately $8.0 million. Also, during April 1997, Foamex L.P. used the
  remaining net proceeds from the sale of Perfect Fit to reduce bank term loan
  borrowings by approximately $3.8 million.
  
  6.   ENVIRONMENTAL MATTERS
  
       As of March 30, 1997, Foamex L.P. has environmental accruals of
  approximately $4.0 million for environmental matters. In addition, as of March
  30, 1997, Foamex L.P. has net receivables of approximately $1.0 million relating
  to indemnification for environmental liabilities, net of an allowance of
  approximately $1.0 million relating to potential disagreements regarding the
  scope of the indemnification. Foamex L.P. believes that realization of the net
  receivable established for indemnification is probable.
  
       On May 5, 1997, there was an accidental chemical spill at one of Foamex
  L.P.'s manufacturing facilities that was contained on site. The remaining
  clean-up of the site is expected to primarily consist of the disposal of
  contaminated soil. Foamex L.P. has contacted the appropriate environmental
  authorities but has received no notification from such authorities regarding the
  accidental chemical spill including the method of disposal of the contaminated
  soil. Foamex L.P. expects to take a charge of at least $0.6 million in the
  second quarter of 1997 for the clean-up of the site including the disposal of
  the contaminated soil. The actual cost and the timetable of the clean-up of the
  site cannot be predicted with any degree of certainty at this time; therefore,
  there can be no assurance that the clean-up of the site will not result in a
  more significant environmental liability in the future.
  
       Foamex L.P. has reported to appropriate state authorities that it has found
  soil and groundwater contamination in excess of state standards at four
  additional facilities and soil contamination in excess of state standards at
  three other facilities. Foamex L.P. has begun remediation and is conducting
  further investigations into the extent of the contamination at these facilities
  and, accordingly, the extent of the remediation that may ultimately be required.
  The actual cost and the timetable of any such remediation cannot be predicted
  with any degree of certainty at this time. As of March 30, 1997, Foamex L.P. has
  environmental accruals of approximately $3.1 million for the remaining potential
  remediation costs for these facilities based on engineering estimates.
  
       Federal regulations require that by 1998 all underground storage tanks
  ("USTs") be removed or upgraded in most states to meet applicable standards.
  Foamex L.P. has six USTs that will require removal or permanent in-place closure
  by the end of 1998. Due to the age of these tanks, leakage may have occurred
  resulting in soil and possibly groundwater contamination. Foamex L.P. has
  accrued approximately $0.4 million for the estimated removal and remediation, if
  any, associated with these USTs. However, the full extent of contamination and,
  accordingly, the actual cost of such remediation cannot be predicted with any
  degree of certainty at this time. Foamex L.P. believes that its USTs do not pose
  a significant risk of environmental liability because of Foamex L.P.'s
  monitoring practices for USTs and conditional approval for permanent in-place
  closure for certain USTs. However, there can be no assurance that such USTs will
  not result in significant environmental liability in the future.
  
                                         10
  FOAMEX L.P. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  6.   ENVIRONMENTAL MATTERS (continued)
  
       Foamex L.P. has been designated as a Potentially Responsible Party ("PRP")
  by the United States Environmental Protection Agency (the "EPA") with respect to
  thirteen sites, with an estimated total liability to Foamex L.P. for the
  thirteen sites of less than approximately $0.5 million. Estimates of total
  cleanup costs and fractional allocations of liability are generally provided by
  the EPA or the committee of PRP's with respect to the specified site. In each
  case, the participation of Foamex L.P. is considered to be immaterial.
  
       Although it is possible that new information or future developments could
  require Foamex L.P. to reassess its potential exposure relating to all pending
  environmental matters, management believes that, based upon all currently
  available information, the resolution of such environmental matters will not
  have a material adverse effect on Foamex L.P.'s operations, financial position,
  capital expenditures or competitive position. The possibility exists, however,
  that new environmental legislation and/or environmental regulations may be
  adopted, or other environmental conditions may be found to exist, that may
  require expenditures not currently anticipated and that may be material.
  
  7.   LITIGATION
  
       As of May 12, 1997, Foamex L.P. and Trace International Holdings, Inc.
  ("Trace Holdings") were two of multiple defendants in actions filed on behalf of
  approximately 5,000 recipients of breast implants in various United States
  federal and state courts and one Canadian provincial court, some of which allege
  substantial damages, but most of which allege unspecified damages for personal
  injuries of various types. Five of these cases seek to allege claims on behalf
  of all breast implant recipients or other allegedly affected parties, but no
  class has been approved or certified by the court. In addition, three cases have
  been filed alleging claims on behalf of approximately 700 residents of
  Australia, New Zealand, England, and Ireland. During 1995, Foamex L.P. and Trace
  Holdings were granted summary judgments and dismissed as defendants from all
  cases in the federal courts of the United States and the state courts of
  California. Appeals for these decisions were withdrawn and the decisions are
  final. In addition, two of the cases filed on behalf of 903 foreign plaintiffs
  were dismissed on the grounds that the cases could not be brought in the United
  States courts. This decision is subject to appeal. Foamex L.P. believes that the
  number of suits and claimants may increase. Although breast implants do not
  contain foam, certain silicone gel implants were produced using a polyurethane
  foam covering fabricated by independent distributors or fabricators from bulk
  foam purchased from Foamex L.P. or Trace Holdings. Neither Foamex L.P. nor Trace
  Holdings recommended, authorized or approved the use of its foam for these
  purposes. While it is not feasible to predict or determine the outcome of these
  actions, based on management's present assessment of the merits potential
  indemnity from the manufacturers of polyurethane covered breast implants,
  management believes that the disposition of matters that are pending or that may
  reasonably be anticipated to be asserted should not have a material adverse
  effect on either Foamex L.P.'s or Trace Holdings' consolidated financial
  position or results of operations. In addition, Foamex L.P. is also indemnified
  by Trace Holdings for any such liabilities relating to foam manufactured prior
  to October 1990. Although Trace Holdings has paid Foamex L.P.'s litigation
  expenses to date pursuant to such indemnification and management believes Trace
  Holdings likely will be in a position to continue to pay such expenses, there
  can be no absolute assurance that Trace Holdings will be able to provide such
  indemnification. Based on information available at this time with respect to the
  potential liability, and without taking into account the indemnification
  provided by Trace Holdings and the coverage provided by Trace Holdings' and
  Foamex L.P.'s liability insurance, Foamex L.P. believes that the proceedings
  should not ultimately result in any liability that would have a material adverse
  effect on the financial position or results of operations of Foamex L.P. If
  management's assessment of Foamex L.P.'s liability with respect to these actions
  is incorrect, such actions could have a material adverse effect on Foamex L.P.
  
                                         11
  FOAMEX L.P. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  7.   LITIGATION (continued)
  
       Foamex L.P. is party to various other lawsuits, both as defendant and
  plaintiff, arising in the normal course of business. It is the opinion of
  management that the disposition of these lawsuits will not individually or in
  the aggregate, have a material adverse effect on the financial position or
  results of operations of Foamex L.P. If management's assessment of Foamex L.P.'s
  liability with respect to these actions is incorrect, such actions could have a
  material adverse effect on Foamex L.P.'s consolidated financial position.
  
                                         12
  FOAMEX CAPITAL CORPORATION
                     (A Wholly-Owned Subsidiary of Foamex L.P.)
                             BALANCE SHEETS (unaudited)
  
                                                        March 30,     December 29,
  ASSETS                                                  1997           1996
  (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.
  
                                         13
  FOAMEX CAPITAL CORPORATION
                     (A Wholly-Owned Subsidiary of Foamex L.P.)
                         NOTES TO BALANCE SHEETS (unaudited)
  
  1.   ORGANIZATION
  
       Foamex Capital Corporation ("FCC'), a wholly-owned subsidiary of Foamex
  L.P., was formed for the sole purpose of obtaining financing from external
  sources.
  
  2.   COMMITMENTS AND CONTINGENCIES
  
       FCC is a joint obligor on the following borrowings of Foamex L.P.:
  
       9 1/2% Senior Secured Notes due 2000 ("Senior Secured Notes")
  
       The Senior Secured Notes were issued on June 3, 1993 and bear interest at
  the rate of 9 1/2% payable semiannually on each June 1 and December 1. The
  Senior Secured Notes mature on June 1, 2000. The Senior Secured Notes are
  collateralized by a first-priority lien on substantially all of the assets of
  Foamex L.P. except for receivables, real estate and fixtures. The Senior Secured
  Notes may be redeemed at the option of Foamex L.P., in whole or in part, at any
  time on or after June 1, 1998, initially at 101.583% of their principal amount,
  plus accrued interest, and declining to 100% on or after June 1, 1999. The
  Senior Secured Notes have been guaranteed, on a senior secured basis, by General
  Felt Industries, Inc. ("General Felt") and, on a senior unsecured basis, by
  Foamex International.
  
       11 1/4% Senior Notes due 2002 ("Senior Notes")
  
       The Senior Notes bear interest at the rate of 11 1/4% payable semiannually
  on each April 1 and October 1. The Senior Notes mature on October 1, 2002. The
  Senior Notes are collateralized by certain real property of Foamex L.P. The
  Senior Notes may be redeemed at the option of Foamex L.P., in whole or in part,
  at any time on or after October 1, 1997, initially at 104.219% of their
  principal amount, plus accrued interest, and declining to 100% on or after
  October 1, 2000. The Senior Notes have been guaranteed, on a senior basis, by
  General Felt and Foamex International.
  
       11 7/8% Senior Subordinated Debentures due 2004 ("Subordinated Debentures")
  
       The Subordinated Debentures bear interest at the rate of 11 7/8% payable
  semiannually on each April 1 and October 1. The Subordinated Debentures mature
  on October 1, 2004. The Subordinated Debentures may be redeemed at the option of
  Foamex L.P., in whole or in part, at any time on or after October 1, 1997,
  initially at 105.938% of their principal amount, plus accrued interest, and
  declining to 100% on or after October 1, 2002. The Subordinated Debentures are
  subordinated in right of payment to all senior indebtedness, including the
  Senior Secured Notes and the Senior Notes. The Subordinated Debentures have been
  guaranteed, on a senior subordinated basis, by General Felt and Foamex
  International.
  
       11 7/8% Senior Subordinated Debentures, Series B ("Series B Debentures")
  
       The Series B Debentures were issued July 30, 1993 by Foamex L.P. in an
  exchange offer to holders of senior subordinated debentures issued in connection
  with the acquisition of General Felt on March 23, 1993. The Series B Debentures
  have terms substantially similar to the Subordinated Debentures, except that
  holders of the Series B Debentures are entitled to receive proceeds from an
  asset sale only if any proceeds remain after an offer to repurchase has been
  made to the holders of the Subordinated Debentures. The Series B Debentures have
  been guaranteed on a senior subordinated basis by General Felt.
  
                                         14
  FOAMEX CAPITAL CORPORATION
                     (A Wholly-Owned Subsidiary of Foamex L.P.)
                         NOTES TO BALANCE SHEETS (unaudited)
  
  2.   COMMITMENTS AND CONTINGENCIES (continued)
  
       Refinancing Plan
  
       On May 12, 1997, Foamex International announced a refinancing plan designed
  to improve its financing and operating flexibility and reduce interest expense.
  As part of this refinancing plan, Foamex L.P., a 99% owned subsidiary of Foamex
  International, commenced tender offers with concurrent consent solicitations for
  a total of $373.0 million of its aggregate principal of public debt and $116.7
  million principal amount of FJPS's public debt See Note 5 to Foamex L.P.'s
  condensed consolidated financial statements for further discussion.
  
                                         15
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
       Foamex L.P. operates in the flexible polyurethane and advanced polymer foam
  products industry, together with its wholly-owned subsidiaries, General Felt
  Industries, Inc., Foamex Fibers, Inc., Foamex Canada Inc., Foamex Latin America,
  Inc., and Foamex Asia, Inc. The following discussion should be read in
  conjunction with the condensed consolidated financial statements and related
  notes thereto of Foamex L.P. included in this report.
  
       On April 7, 1997, Foamex International announced that an evaluation of its
  capital structure was initiated with the intention of refinancing certain
  long-term indebtedness to reduce Foamex International's interest expense and
  improve financing flexibility. On May 12, 1997, Foamex International announced a
  refinancing plan designed to improve its financial and operating flexibility and
  reduce interest expense. As part of this refinancing plan, Foamex L.P., a 99%
  owned subsidiary of Foamex International, commenced tender offers with
  concurrent consent solicitations for a total of $373.0 million of its aggregate
  principal of public debt and $116.7 million principal amount of FJPS's public
  debt. The refinancing plan, including the tender offers, are subject to
  conditions, several of which are beyond the control of Foamex L.P., therefore,
  there can be no assurance that such transactions will be consummated. (See Note
  5 to the condensed consolidated financial statements for further discussion).
  
       The principal suppliers to the foam industry announced raw material price
  increases effective April 1997. Foamex L.P. is unable to predict whether, or to
  what extent, the April 1997 increases or any future increase will be sustained.
  Foamex L.P. believes that if any price increase is sustained in the industry, it
  will also be impacted by such increase. There can be no assurance that chemical
  suppliers will not increase raw material costs in the future or that Foamex L.P.
  will be able to implement selling price increases to offset any such raw
  material cost increases.
  
       During 1996, Foamex L.P. sold Perfect Fit which comprised the home comfort
  products business segment of Foamex L.P. Accordingly, the accompanying condensed
  consolidated statement of operations and statement of cash flows for the
  thirteen week period ended March 31, 1996 reflects the home comfort products
  business segment as discontinued operations. See Note 2 to the condensed
  consolidated financial statements for further discussion.
  
       Operating results for 1997 are expected to be influenced by various
  internal and external factors. These factors include, among other things, (i)
  continued implementation of the operational plan to improve Foamex L.P.'s
  profitability, (ii) the potential recapitalization of Foamex L.P., (iii)
  additional raw material price increases, if any, by Foamex L.P.'s chemical
  suppliers and (iv) Foamex L.P.'s success in passing on to its customers selling
  price increases to recover such raw material cost increases.1
  
  13 Week Period Ended March 30, 1997 Compared to 13 Week Period Ended March 31,
  1996
  
  Results of Operations
  
       Net sales for the first quarter of 1997 were $229.1 million as compared to
  $219.1 million in the first quarter of 1996, an increase of $10.0 million or
  4.6%. Carpet cushion net sales for the first quarter of 1997 increased 6.9% to
  $67.9 million from $63.5 million in the first quarter of 1996 primarily due to
  the effect of increased selling prices that were initiated late in the second
  quarter of 1996, as well as increased shipments of certain carpet cushion
  products. Cushioning foam net sales for the first quarter of 1997 increased 1.8%
  to $84.0 million from $82.5 million in the first quarter of 1996 primarily due
  to an increase in net sales from both new and existing customers of bedding
  related products. Automotive foam net sales for the first quarter of 1997
  increased 6.6% to $59.7 million from $56.0 million in the first quarter of 1996
  primarily due to a continued increase in net sales of tri-laminates and
  composite headliners and increased selling prices during the first quarter of
  1996. Technical foam net sales for the first quarter of 1997 increased 2.3% to
  $17.5 million from $17.1 million in the first quarter of 1996 primarily due to
  increased volume.
  
  --------
  1    This paragraph contains forward-looking statements and should be read in
       conjunction with the discussion regarding forward-looking statements set
       forth on Pages 3 and 4 of Foamex L.P.'s 1996 Annual Report on Form 10-K.
  
                                         16
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
       Gross profit as a percentage of net sales increased to 18.7% for the first
  quarter of 1997 from 16.4% in the first quarter of 1996 primarily due to selling
  price increases and improved material and production efficiencies which includes
  (i) an increased favorable impact during the first quarter of 1997 as compared
  to the first quarter of 1996 for the selling prices initiated in 1996 to offset
  previous raw material cost increases, (ii) favorable raw material efficiencies
  and (iii) an increased favorable impact of the 1995 operational plan in the
  first quarter of 1997 as compared to the first quarter of 1996.
  
       Operating income increased to $27.1 million for the first quarter of 1997
  from $22.4 million in the first quarter of 1996 primarily due to improved gross
  profit margins as discussed above offset by an increase of $2.1 million in
  selling, general and administrative expenses for the first quarter of 1997. The
  increase in selling, general and administrative expenses is primarily due to
  increases in employee compensation and incentives and costs associated with the
  launching of new products and international expansion.
  
       Income from continuing operations increased to $16.2 million for the first
  quarter of 1997 from $11.2 million in the first quarter of 1996 primarily due to
  the reasons cited above. Interest and debt issuance expense of $10.7 million for
  the first quarter of 1997 is fairly consistent with $10.4 million for the first
  quarter of 1996.
  
       Income from discontinued operations in the first quarter of 1996 represents
  the operating income of Perfect Fit which was sold during 1996. See Note 2 to
  the condensed consolidated financial statements for further discussion.
  
       The extraordinary loss on early extinguishment of debt of $0.7 million
  relates to the write-off of debt issuance costs and redemption premiums
  associated with the early extinguishment of $8.0 million of long-term debt.
  
  Foamex Capital Corporation ("FCC")
  
       FCC is solely a co-issuer of certain indebtedness of Foamex L.P. and FCC
  has no other material operations.
  
  Liquidity and Capital Resources
  
       Effects of the Refinancing Plan2
  
       Upon consummation of the refinancing plan, Foamex L.P. will purchase all
  securities validly tendered in the tender offers, and will repay its existing
  credit facility. Foamex L.P. will fund such payments through the issuance of
  $150.0 million principal amount of senior subordinated notes in a private
  placement, a new credit facility for up to $480.0 million, of which
  approximately $380.0 million is expected to be borrowed upon the closing of the
  refinancing, and with cash on hand. Consummation of the refinancing plan is
  expected to increase the outstanding principal amount of Foamex L.P.'s total
  long-term debt by $152.5 million from $398.0 million as of March 30, 1997 to
  $550.5 million on a pro forma basis (assuming all of the securities are tendered
  in the tender offers).
  
       Foamex L.P. expects to complete its refinancing activities by the end of
  the second quarter of 1997 and take a one-time charge, of between $46.0 million
  to $50.0 million in the second quarter of 1997 related to the early
  extinguishment of debt, the write-off of debt issuance costs and additional
  one-time charges related to the other aspects of the other refinancing plan.
  
  --------
  2    This paragraph contains forward-looking statements and should be read in
       conjunctions with the discussion regarding forward-looking statements set
       forth on Pages 3 and 4 of Foamex L.P.'s 1996 Annual Report on Form 10-K.
  
                                         17
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
       Foamex L.P.'s future interest expense will increase and vary based on a
  variety of factors, including fluctuation in interest rates in general; the
  pricing of the credit agreement and the senior subordinated notes; and the
  percentage of securities tendered in the tender offers. In addition, if the
  refinancing is consummated, variable rate debt will comprise a larger percentage
  of Foamex L.P.'s overall indebtedness than in the past, and as a result, future
  fluctuations in interest rates will have a greater impact on Foamex L.P.'s
  interest expense than in the past. Foamex L.P. also noted that the size of the
  expected one-time pre-tax charge in the second quarter of 1997 related to the
  refinancing will vary based on a variety of factors, including the percentage of
  securities tendered in the tender offers and other factors beyond Foamex L.P.'s
  control.
  
       Consummation of the tender offers, the consent solicitations, the credit
  facility and the senior subordinated notes offering are subject to conditions,
  several of which are beyond Foamex L.P.'s control, and there can be no assurance
  that such transactions will be consummated. (See Note 5 to the condensed
  consolidated financial statements).
  
       Liquidity and Capital Resources
  
       Foamex L.P.'s operating cash requirements consist principally of working
  capital requirements, scheduled payments of principal and interest on
  outstanding indebtedness and capital expenditures. Foamex L.P. believes that
  cash flow from operating activities, cash on hand and periodic borrowings under
  revolving credit agreements, if necessary, will be adequate to meet its
  operating cash requirements. The ability to meet operating cash requirements
  could be impaired if Foamex L.P. were to fail to comply with any of the
  covenants contained in its credit agreements or indentures and such
  noncompliance was not cured by Foamex L.P. or waived by the lenders or
  bondholders. Foamex L.P. was in compliance with such covenants as of March 30,
  1997 and expects to be in compliance with such covenants for the foreseeable
  future. The ability of Foamex L.P. to make distributions to Foamex International
  is restricted by the terms of its existing financing agreements.
  
       Cash and cash equivalents increased $11.7 million during the first quarter
  of 1997 to $32.7 million at March 30, 1997 from $21.0 million at December 29,
  1996 primarily due to $19.5 million of net cash provided by operating activities
  offset by $7.4 million of cash used for capital expenditures and $0.4 million
  used for other financing activities. In addition, Foamex L.P. utilized
  approximately $8.4 million of restricted cash to repurchase long-term debt with
  a net book value of approximately $8.0 million. Cash flow from continuing
  operating activities increased $7.6 million to $19.5 million for the first
  quarter of 1997 as compared to $11.9 million for the first quarter of 1996. Cash
  flow from continuing operating activities increased for 1997 as compared to 1996
  primarily due to an increase of $3.7 million in net income and a $3.5 million
  reduction in the use of cash for operating assets and liabilities.
  
       Working capital increased $10.1 million for the first quarter of 1997 to
  $147.2 million at March 30, 1997 from $137.1 million at December 29, 1996. The
  increase in working capital is primarily due to improved operating results from
  continuing operations. The net operating assets and liabilities (comprised of
  accounts receivable, inventories and accounts payable) increased $3.1 million to
  $147.1 million at March 30, 1997 from $144.0 million at December 29, 1996
  primarily due to an increase in accounts receivable offset by an increase in
  accounts payable. The increase in accounts receivable is primarily due to an
  increase in net sales for March 1997 as compared to December 1996. The increase
  in accounts payable is primarily due to the timing of payments. Inventories were
  fairly consistent as compared to December 29, 1996.
  
       During 1997, Foamex L.P. spent approximately $7.4 million on capital
  expenditures and expects to maintain or reduce spending for capital expenditures
  for the foreseeable future since significant capital projects (e.g. new Mexico
  City facility) are expected to be completed during 1997.
  
       As of March 30, 1997, there were no outstanding revolving credit borrowings
  under Foamex L.P.'s existing credit facility with unused availability of
  approximately $32.8 million. Borrowings by Foamex Canada 
  
                                         18
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
  Inc. as of March 30, 1997 were $4.0 million under a revolving credit agreement
  with unused availability of approximately $0.3 million.
  
       Interest Rate Swaps
  
       Foamex L.P. has interest rate swap agreements with a notional amount of
  $300.0 million through December 2001. Under the swap agreements, Foamex L.P. is
  obligated to make fixed payments at 5.30% per annum for the twelve months ended
  in December 1997 and variable payments based on LIBOR for the remainder of the
  agreement, in exchange for fixed payments by the swap partner at 6.0% per annum
  for the remainder of the agreement, payable semiannually in arrears. The swap
  partner has the ability to terminate the swap agreement after the December 1997
  payment if the LIBOR rate Foamex L.P. is to pay for any period thereafter is
  equal to or less than 4.50% per annum. Interest expense will be subject to
  fluctuations in LIBOR during the term of the swap agreement except during 1997.
  Foamex L.P. is exposed to credit loss in the event of nonperformance by the swap
  partner; however, the occurrence of this event is not anticipated. The effect of
  the two interest rate swaps described above was a favorable adjustment to
  interest expense of $0.9 million and $0.8 million for the thirteen week periods
  ended March 30, 1997 and March 31, 1996, respectively.
  
  Environmental Matters
  
       On May 5, 1997, there was an accidental chemical spill at one of Foamex
  L.P.'s manufacturing facilities that was contained on site. The remaining
  clean-up of the site is expected to primarily consist of the disposal of
  contaminated soil. Foamex L.P. has contacted the appropriate environmental
  authorities but has received no notification from such authorities regarding the
  accidental chemical spill including the method of disposal of the contaminated
  soil. Foamex L.P. expects to take a charge of at least $0.6 million in the
  second quarter of 1997 for the clean-up of the site including the disposal of
  the contaminated soil. The actual cost and the timetable of the clean-up of the
  site cannot be predicted with any degree of certainty at this time; therefore,
  there can be no assurance that the clean-up of the site will not result in a
  more significant environmental liability in the future.
  
       Foamex L.P. is subject to extensive and changing environmental laws and
  regulations. Expenditures to date in connection with Foamex L.P.'s compliance
  with such laws and regulations have not had a material adverse effect on its
  operations, financial position, capital expenditures or competitive position.
  The amount of liabilities recorded by Foamex L.P. in connection with
  environmental matters as of March 30, 1997 was approximately $4.0 million. In
  addition, as of March 30, 1997, Foamex L.P. has net receivables of approximately
  $1.0 million for indemnification of environmental liabilities from former
  owners, net of a $1.0 million allowance relating to potential disagreements
  regarding the scope of the indemnification. Although it is possible that new
  information or future developments could require Foamex L.P. to reassess its
  potential exposure to all pending environmental matters, including those
  described in the footnotes to Foamex L.P.'s condensed consolidated financial
  statements, management believes that, based upon all currently available
  information, the resolution of all such pending environmental matters will not
  have a material adverse effect on Foamex L.P.'s operations, financial position,
  capital expenditures or competitive position.
  
       The possibility exists, however, that new environmental legislation and/or
  environmental regulations may be adopted, or other environmental conditions may
  be found to exist, that may require expenditures not currently anticipated and
  that may be material.
  
                                         19
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
  Inflation and Other Matters
  
       There was no significant impact on Foamex L.P.'s operations as a result of
  inflation for the periods presented. In some circumstances, market conditions or
  customer expectations may prevent Foamex L.P. from increasing the price of its
  products to offset the inflationary pressures that may increase its costs in the
  future. Effective in January 1997, Foamex L.P.'s operations in Mexico became
  subject to highly inflationary accounting for financial reporting purposes.
  Translation adjustments resulting from fluctuations in the exchange rate between
  the Mexican Peso and the U.S. dollar will be included in Foamex L.P.'s
  consolidated statement of operations as compared to partner's equity. Large
  fluctuations in the Mexican Peso exchange rate could have an adverse impact on
  Foamex L.P.'s results of operations.
  
       Foamex L.P.'s automotive foam customers are predominantly automotive
  original equipment manufacturers or other automotive suppliers. As such, the
  sales of these product lines are directly related to the overall level of
  passenger car and light truck production in North America. Also, Foamex L.P.'s
  sales are sensitive to sales of new and existing homes, changes in personal
  disposable income and seasonality. Foamex L.P. typically experiences two
  seasonally slow periods during each year, in early July and in late December,
  due to scheduled plant shutdowns and holidays.
  
                                         20
  PART II - OTHER INFORMATION
  
  Item 1.   Legal Proceedings.
  
            Reference is made to the description of the legal proceedings
            contained in the Foamex L.P. Annual Report on Form 10-K for the fiscal
            year ended December 29, 1996.
  
            The information from Notes 6 and 7 of the condensed consolidated
            financial statements of Foamex L.P. and subsidiaries as of March 30,
            1997 (unaudited) is incorporated herein by reference.
  
  Item 2.   Changes in Securities.
  
            None.
  
  Item 3.   Defaults Upon Senior Securities.
  
            None.
  
  Item 4.   Submission of Matters to a Vote of Security Holders.
  
            None.
  
  Item 5.   Other Information.
  
            None.
  
  Item 6.   Exhibits and Reports on Form 8-K.
  
            (a)  Exhibits
  
  3.1(a)        - Restated Certificate of Incorporation of Foamex International.
  3.2(a)        - By-laws of Foamex International.
  3.3(a)        - Fourth Amended and Restated Agreement of Limited Partnership of
                Foamex L.P., dated as of December 14, 1993, by and among FMXI and
                Trace Foam, as general partners, and Foamex International, as a
                limited partner (the "Partnership Agreement").
  3.4(n)        - First Amendment to the Fourth Amendment and Restated Agreement
                of Limited Partnership of Foamex L.P., dated June 28, 1994.
  3.5(a)        - Certificate of Incorporation of FMXI.
  3.6(a)        - By-laws of FMXI.
  3.7(e)        - Certificate of Incorporation of FCC.
  3.8(e)        - By-laws of FCC.
  3.9(c)        - Certificate of Incorporation of GFI Acquisition Corp.
  3.10(c)       - Certificate of Amendment to the Certificate of Incorporation of
                GFI Acquisition Corp.
  3.11(c)       - Certificate of Amendment to the Certificate of Incorporation of
                General Felt.
  4.1(b)        - Indenture, dated as of June 3, 1993, among Foamex L.P. and FCC,
                as joint and several obligors, General Felt, as Guarantor, and
                Shawmut Bank, National Association ("Shawmut"), as trustee,
                relating to $160,000,000 principal amount of 9 1/2% Senior Secured
                Notes due 2000, including form of Senior Secured Note.
  4.2(a)        - First Supplemental Indenture, dated as of November 18, 1993,
                among Foamex International and FCC, as Issuers, General Felt and
                Perfect Fit, as Guarantors and Shawmut, as trustee, relating to
                the Senior Secured Notes.
  
                                         21
  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(s)      - Third Supplemental Indenture, dated as of August 1, 1996, by and
                among Foamex L.P. and FCC, as Issuers, Foamex International, as
                parent guarantor, General Felt, as guarantor, Perfect Fit, as
                withdrawing guarantor, and Fleet National Bank ("Fleet"), as
                trustee relating to the Senior Secured Notes.
  4.4(b)        - Company Pledge Agreement, dated as of June 3, 1993, by Foamex
                L.P. in favor of Shawmut, as trustee for the holders of the Senior
                Secured Notes.
  4.5(b)        - Company Pledge Agreement, dated as of June 3, 1993, by FCC in
                favor of Shawmut, as trustee for the holders of the Senior Secured
                Notes.
  4.6(b)        - Subsidiary Pledge Agreement, dated as of June 3, 1993, by
                General Felt in favor of Shawmut, as trustee for the holders of
                the Senior Secured Notes.
  4.7(b)        - Company Security Agreement, dated as of June 3, 1993, by Foamex
                L.P. and FCC in favor of Shawmut, as trustee for the holders of
                the Senior Secured Notes.
  4.8(b)        - Subsidiary Security Agreement, dated as of June 3, 1993, by
                General Felt in favor of Shawmut, as trustee for the holders of
                the Senior Secured Notes.
  4.9(b)        - Collateral Assignment of Patents and Trademarks, dated as of
                June 3, 1993, by Foamex L.P. in favor of Shawmut, as trustee for
                the holders of the Senior Secured Notes.
  4.10(b)       - Collateral Assignment of Patents and Trademarks, dated as of
                June 3, 1993, by FCC in favor of Shawmut, as trustee for the
                holders of the Senior Secured Notes.
  4.11(b)       - Collateral Assignment of Patents and Trademarks, dated as of
                June 3, 1993, by General Felt in favor of Shawmut, as trustee for
                the holders of the Senior Secured Notes.
  4.12(c)       - Indenture, dated as of October 13, 1992, among Foamex L.P., FCC
                and The Connecticut National Bank, as trustee, relating to
                $150,000,000 principal amount of 11 1/4% Senior Notes due 2002,
                including form of Senior Note.
  4.13(d)       - First Supplemental Indenture, dated as of March 23, 1993, among
                Foamex L.P. and FCC, as joint and several obligors, General Felt,
                as Guarantor, and Shawmut Bank Connecticut, National Association
                (formerly The Connecticut National Bank ("Shawmut Connecticut")),
                as trustee, relating to the Senior Notes.
  4.14(a)       - Second Supplemental Indenture, dated as of November 18, 1993,
                among Foamex L.P. and FCC, as Issuers, General Felt and Perfect
                Fit, as Guarantors and Shawmut Connecticut, as trustee, relating
                to the Senior Notes.
  4.15(a)       - Third Supplemental Indenture, dated as of December 14, 1993,
                among Foamex L.P. and FCC, as Issuers, Foamex International,
                General Felt and Perfect Fit, as Guarantors, and Shawmut
                Connecticut, as trustee, relating to the Senior Notes.
  4.16(m)       - Fourth Supplemental Indenture, dated as of October 31, 1994,
                among Foamex L.P. and FCC as Issuers, Foamex International as
                Parent Guarantor, General Felt and Perfect Fit as Guarantors and
                Shawmut Connecticut, as Trustee, relating to the Senior Notes.
  4.17(t)       - Fifth Supplemental Indenture, dated as of August 1, 1996, by and
                among Foamex L.P. and FCC as guarantors, Perfect Fit as
                withdrawing guarantor, and Fleet, as trustee relating to the
                Senior Notes.
  4.18(c)       - Indenture, dated as of October 13, 1992, among Foamex L.P., FCC
                and Shawmut, as trustee, relating to $126,000,000 principal amount
                of 117/8% Senior Subordinated Debentures due 2004, including form
                of Senior Subordinated Debenture.
  4.19(d)       - First Supplemental Indenture, dated as of March 23, 1993, among
                Foamex L.P. and FCC, as joint and several obligors, General Felt,
                as Guarantor, and Shawmut, as trustee, relating to the Senior
                Subordinated Debentures.
  4.20(a)       - Second Supplemental Indenture, dated as of November 18, 1993,
                among Foamex L.P. and FCC, as Issuers, General Felt and Perfect
                Fit, as Guarantors, and Shawmut, as trustee, relating to the
                Senior Subordinated Debentures.
  
                                         22
  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.
  4.22(t)       - Fourth Supplemental Indenture, dated as of August 1, 1996, among
                Foamex L.P. and FCC, as Issuers, Foamex International, as Parent
                Guarantor, General Felt, as Guarantor, Perfect Fit, as withdrawing
                guarantor, and Fleet, as Trustee, relating to the Senior
                Subordinated Debentures.
  4.23(i)       - Indenture, dated as of June 28, 1994, among FJPS and FJCC, as
                Issuers, Foamex International, as guarantor, and Shawmut
                Connecticut, as trustee, relating to $116,745,000 principal amount
                of Senior Secured Discount Debentures due 2004, including form of
                Senior Secured Discount Debenture.
  4.24(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.
  4.25(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.
  4.26(u)       - Consent, Waiver and Amendment Agreement, dated December 11,
                1996, between FJPS and Foamex L.P.
  4.27(t)       - Commitment letter, dated July 9, 1996, from The Bank of Nova
                Scotia to Foamex Canada Inc.
  4.28(t)       - Third Amended and Restated Credit Agreement, dated as of July
                30, 1996, among Foamex L.P., General Felt, Trace Foam Company,
                Inc. ("Trace Foam"), FMXI, Inc. ("FMXI"), Citibank, N.A., The Bank
                of Nova Scotia, the institutions from time to time parties thereto
                as lenders, the institutions parties thereto as issuing banks and
                Citibank, N.A. and The Bank of Nova Scotia, as Administrative
                Agents (the "Credit Agreement").
  4.29(t)       - First Amendment to Third Amended and Restated Credit Agreement,
                dated September 30, 1996, among Foamex L.P., General Felt, Trace
                Foam, FMXI, Citibank, N.A., The Bank of Nova Scotia, the
                institutions from time to time parties thereto as lenders, the
                institutions parties thereto as issuing banks and Citibank, N.A.
                and The Bank of Nova Scotia, as Administrative Agents.
  4.30(u)       - Second Amendment to Third Amended and Restated Credit Agreement,
                dated as of November 27, 1996, among Foamex L.P., General Felt,
                Trace Foam, FMXI, Citibank, N.A., The Bank of Nova Scoria, the
                institutions from time to time parties thereto as lenders, the
                institutions parties thereto as issuing banks and Citibank, N.A.
                and The Bank of Nova Scotia, as Administrative Agents.
  4.31(a)       - Guaranties, dated November 18, 1993, executed by each of Foamex
                L.P., General Felt and Perfect Fit, as guarantor, respectively, in
                favor of Citibank, N.A., as Administrative Agent, for the ratable
                benefit of the lenders and the issuing banks, guaranteeing the
                obligations of one another under the Credit Agreement.
  4.32(a)       - Guaranty, dated November 18, 1993, executed by FCC in favor of
                Citibank, N.A., as Administrative Agent, for the ratable benefit
                of the lenders and the issuing banks, guaranteeing the obligations
                of Foamex L.P., General Felt and Perfect Fit under the Credit
                Agreement.
  4.33(u)       - Amended and Restated Guaranty, dated as of June 28, 1994,
                executed by Foamex International in favor of Citibank, N.A. and
                The Bank of Nova Scotia, as Administrative Agents, for the ratable
                benefit of the lenders and the issuing banks under the Credit
                Agreement.
  4.34(q)       - First Amendment to Amended and Restated Guaranty, dated June 30,
                1995, executed by Foamex International in favor of Citibank, N.A.
                and The Bank of Nova Scotia, as Administrative Agents, for the
                ratable benefit of the lenders and the issuing banks under the
                Credit Agreement.
  4.35(q)       - Second Amendment to Amended and Restated Guaranty, dated
                February 27, 1996, executed by Foamex International in favor of
                Citibank, N.A. and The Bank of Nova Scotia, as Administrative
                Agents, for the ratable benefit of the lenders and the issuing
                banks under the Credit Agreement.
  4.36(t)       - Third Amendment to Amended and Restated Guaranty, dated November
                27, 1996, executed by Foamex International in favor of Citibank,
                N.A. as Collateral Agent, for the ratable benefit of the lenders
                and the issuing banks under the Credit Agreement.
  4.37(a)       - Security Agreements, dated November 18, 1993, executed by each
                of Foamex L.P., General Felt, Perfect Fit and FCC, respectively,
                and Citibank N.A., as Administrative Agent for the lenders and the
                issuing banks under the Credit Agreement.
  
                                         23
  4.38(u)       - Amendatory Agreement, dated as of June 28, 1994, among Foamex
                L.P., General Felt, Perfect Fit, FCC and Citibank, N.A., as
                collateral agent under the Credit Agreement.
  4.39(s)       - Amendatory Agreement, dated as of July 30, 1996, among Foamex
                L.P., General Felt, FCC, and Citibank, N.A., as collateral agent
                under the Credit Agreement.
  4.40(a)       - Intercreditor Agreement, dated as of November 18, 1993, by and
                between Citibank, N.A., as Administrative Agent under the Credit
                Agreement and Shawmut, as trustee under the Foamex L.P. Senior
                Secured Note Indenture.
  4.41(a)       - Subordinated Promissory Note, dated as of May 6, 1993, in the
                original principal amount of $7,014,864 executed by Foamex L.P. to
                John Rallis ("Rallis").
  4.42(a)       - Marely Loan Commitment Agreement, dated as of December 14, 1993,
                by and between Foamex International and Marely s.a. ("Marely").
  4.43(a)       - DLJ Loan Commitment Agreement, dated as of December 14, 1993, by
                and between Foamex International and DLJ Funding, Inc. ("DLJ
                Funding").
  4.44(s)       - Promissory Note, dated July 7, 1996, in the aggregate principal
                amount of $4,372,516, executed by Trace Holdings to Foamex L.P.
  10.1(u)       - Revised Confirmation Letter Agreements, dated as of January 7,
                1997, by and between Foamex L.P. and Citibank, N.A.
  10.2(u)       - Assignment Agreement, dated as of December 16, 1996, among
                Foamex L.P., FCC, and Solomon Holdings, Inc. ("Solomon Holdings").
  10.3(d)       - Reimbursement Agreement, dated as of March 23, 1993, between
                Trace Holdings and General Felt.
  10.4(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.
  10.5(e)       - Asset Transfer Agreement, dated as of October 2, 1990, between
                Trace Holdings and Foamex L.P. (the "Trace Holdings Asset Transfer
                Agreement").
  10.6(e)       - First Amendment, dated as of December 19, 1991, to the Trace
                Holdings Asset Transfer Agreement.
  10.7(e)       - Amended and Restated Guaranty, dated as of December 19, 1991,
                made by Trace Foam in favor of Foamex L.P.
  10.8(e)       - Asset Transfer Agreement, dated as of October 2, 1990, between
                RFC and Foamex L.P. (the "RFC Asset Transfer Agreement").
  10.9(e)       - First Amendment, dated as of December 19, 1991, to the RFC Asset
                Transfer Agreement.
  10.10(e)      - Schedule 5.03 to the RFC Asset Transfer Agreement (the "5.03
                Protocol").
  10.11(d)      - The 5.03 Protocol Assumption Agreement, dated as of October 13,
                1992, between RFC and Foamex L.P.
  10.12(d)      - Letter Agreement between Trace Holdings and Recticel regarding
                the Recticel guaranty, dated as of July 22, 1992.
  10.13(i)      - Supply Agreement, dated June 28, 1994, between Foamex L.P. and
                Foamex International.
  10.14(i)      - First Amended and Restated Tax Sharing Agreement, dated as of
                December 14, 1993, among Foamex L.P., Trace Foam, FMXI and Foamex
                International.
  10.15(i)      - Tax Sharing Agreement, dated as of June 28, 1994, among FJPS and
                Foamex International. 10.16(u) - Tax Distribution Advance
                Agreement, dated as of December 11, 1996, by and between Foamex
                L.P. and FJPS.
  10.17(d)      - Trace Foam Management Agreement between Foamex L.P. and Trace
                Foam, dated as of October 13, 1992.
  10.18(i)      - Affirmation Agreement re: Management Agreement, dated as of
                December 14, 1993 between Foamex L.P. and Trace Foam.
  10.19(e)(p)   - Salaried Incentive Plan of Foamex L.P. and Subsidiaries.
  10.20(e)(p)   - Trace Holdings 1987 Nonqualified Stock Option Plan.
  10.21(e)(p)   - Equity Growth Participation Program.
  
                                         24
  10.22(j)(o)   - General Felt Industries, Inc. Retirement Plan for Salaried
                Employees, effective as of January 1, 1995.
  10.23(e)(o)   - Foamex L.P. Salaried Retirement Plan (formerly known as the
                Foamex L.P. Products, Inc. Salaried Employee Retirement Plan), as
                amended, effective July 1, 1984.
  10.24(e)(p)   - Foamex L.P. 401(k) Savings Plan dated January 1, 1989.
  10.25(o)      - Foamex/GFI 401(k) Savings Plan dated July 1, 1995.
  10.26(a)(p)   - Foamex International's 1993 Stock Option Plan.
  10.27(a)(p)   - Foamex International's Non-Employee Director Compensation Plan.
  10.28(a)(p)   - Employment Agreement, dated as of May 6, 1993, by and between
                Foamex L.P. and Rallis.
  10.29(f)(p)   - Employment Agreement, dated as of February 1, 1994, by and
                between Foamex L.P. and William H. Bundy.
  10.30(p)      - Employment Agreement, dated as of July 26, 1995, by and between
                Foamex L.P. and Salvatore J. Bonanno.
  10.31(a)      - 1993 Recticel Master Agreement, dated as of November 4, 1993, by
                and among Trace Holdings, Trace Foam, RFC, Foamex International,
                Recticel s.a., MGM, FCD Sub and Foamex L.P.
  10.32(a)      - Exchange Agreement, dated as of December 14, 1993, by and
                between Foamex International and RFC.
  10.33(a)      - Withdrawal Agreement, dated as of December 14, 1993, by and
                between Foamex L.P. and RFC.
  10.34(a)      - 1993 Agreement of Terms, dated as of November 4, 1993, by and
                among Trace Holdings, Trace Foam, Foamex L.P., Foamex
                International and GBNY.
  10.35(a)      - 1993 Marely Master Agreement, dated as of November 4, 1993, by
                and among Foamex International, Trace Holdings, Trace Foam, Foamex
                L.P. and Marely.
  10.36(a)      - Exchange Agreement, dated as of December 14, 1993, by and
                between Foamex International and Marely.
  10.37(a)      - Warrant Exchange Agreement, dated as of December 14, 1993, by
                and between Foamex International and Marely.
  10.38(a)      - Redemption and Withdrawal Agreement, dated as of December 14,
                1993, by and between Foamex L.P. and Marely.
  10.39(a)      - 1993 DLJ Master Agreement, dated as of November 4, 1993, by and
                among Foamex International, Trace Holdings, Trace Foam, DLJ
                Funding and Foamex L.P.
  10.40(a)      - Exchange Agreement, dated as of December 14, 1993, by and
                between Foamex International and DLJ Funding.
  10.41(a)      - Warrant Exchange Agreement, dated as of December 14, 1993, by
                and between Foamex International and DLJ Funding.
  10.42(a)      - Redemption and Withdrawal Agreement, dated as of December 14,
                1993, by and between Foamex L.P. and DLJ Funding.
  10.43(a)      - 1993 Rallis Master Agreement, dated as of November 4, 1993, by
                and among Foamex International, Trace Holdings, Trace Foam, Rallis
                and Foamex L.P.
  10.44(a)      - Exchange Agreement, dated as of December 14, 1993, by and
                between Foamex International and Rallis.
  10.45(a)      - Partial Redemption Agreement, dated as of December 14, 1993, by
                and between Foamex L.P. and Rallis.
  10.46(c)      - Exchange Agreement Regarding Admission of Limited Partner and
                Put Option, dated as of May 1, 1993, among Rallis, Pegasus
                Properties, Foamex L.P. and Trace Holdings.
  10.47(a)      - Amended and Restated Put Option Agreement, dated as of December
                14, 1993, by and between Trace Holdings and Rallis.
  10.48(a)      - Exchange Agreement, dated as of December 14, 1993, by and
                between Foamex International and Trace Holdings.
  10.49(a)      - Redemption and Withdrawal Agreement, dated as of December 14,
                1993, by and between Foamex L.P. and Trace Holdings.
  10.50(a)      - Exchange Agreement, dated as of December 14, 1993, by and
                between Foamex International and Trace Foam.
  10.51(a)      - Withdrawal Agreement, dated as of December 14, 1993, by and
                between Foamex L.P. and Trace Foam.
  
                                         25
  10.52(a)      - Exchange Agreement, dated as of December 14, 1993, by and
                between Foamex International and FCD Sub.
  10.53(a)      - Redemption and Withdrawal Agreement, dated as of December 14,
                1993, by and between Foamex L.P. and FCD Sub.
  10.54(a)      - Release and Termination Agreement, dated as of December 14,
                1993, by and among Trace Holdings, Trace Foam, Foamex L.P., RFC,
                Marely, DLJ, MGM, FCD Sub, Recticel s.a., SGB, GBNY, and
                Wilmington Trust Company.
  10.55(f)      - Stock Purchase Agreement, dated as of December 23, 1993, by and
                between Transformacion de Espumas y Fieltros, S. A., the
                stockholders which are parties thereto, and Foamex L.P.
  10.56(r)      - Agreement and Plan of Merger, as amended, dated as of June 11,
                1996, by and among PFI Subsidiary, Inc., PFI Acquisition Corp.,
                Jody B. Vitale, Perfect Fit, General Felt, and Foamex L.P.
  27            - Financial Data Schedule.
  
  (a)  Incorporated herein by reference to the Exhibit to Foamex International's
       Registration Statement on Form S-1, Registration No. 33-69606.
  
  (b)  Incorporated herein by reference to the Exhibit to the Registration
       Statement of Foamex L.P. and FCC on Form S-4, Registration No. 33-65158.
  
  (c)  Incorporated herein by reference to the Exhibit to the Registration
       Statement of Foamex L.P., FCC and General Felt on Form S-1, Registration
       Nos. 33-60888, 33-60888-01, and 33-60888-02.
  
  (d)  Incorporated herein by reference to the Exhibit to the Form 10-K Statement
       of Foamex L.P. and FCC for fiscal 1992.
  
  (e)  Incorporated herein by reference to the Exhibit to the Registration
       Statement of Foamex L.P. and FCC on Form S-1, Registration Nos. 33-49976
       and 33-49976-01.
  
  (f)  Incorporated herein by reference to the Exhibit to the Form 10-K of Foamex
       International for fiscal 1993.
  
  (g)  Incorporated herein by reference to the Exhibit to JPS Automotive's
       Registration Statement on Form S-1, Registration No. 33-75510.
  
  (h)  Incorporated by reference to the Exhibit to the Form 10-Q of Foamex
       International for the quarterly period ended July 3, 1994.
  
  (i)  Incorporated herein by reference to the Exhibit to the Registration
       Statement of FJPS, FJCC and Foamex International on Form S-4, Registration
       No. 33-82028.
  
  (j)  Incorporated herein by reference to the Exhibit to the quarterly report on
       Form 10-Q of JPS Automotive L.P. and JPS Automotive Products Corp. for the
       fiscal quarter ended October 2, 1994.
  
  (k)  Incorporated herein by reference to the Exhibit to the quarterly report on
       Form 10-Q of Foamex L.P. and Foamex L.P. Capital Corporation, and General
       Felt Industries, Inc. for the fiscal quarter ended October 2, 1994.
  
  (l)  Incorporated herein by reference to the Exhibit to the Registration
       Statement on Form S-1 of Foamex International, Registration No. 33-85488.
  
                                         26
  (m)  Incorporated herein by reference to the Exhibit to the Form 10-K of Foamex
       International for fiscal 1994.
  
  (n)  Incorporated herein by reference to the Exhibit to the Form 10-K of Foamex
       L.P. for fiscal 1994.
  
  (o)  Incorporated herein by reference to the Exhibit to the Form 10-Q of Foamex
       L.P. for the quarterly period ended July 2, 1995.
  
  (p)  A management contract or compensatory plan or arrangement required to be
       filed as an Exhibit pursuant to Item 14(c) of this report.
  
  (q)  Incorporated herein by reference to the Exhibit to the Form 10-K of Foamex
       L.P. for fiscal 1995.
  
  (r)  Incorporated herein by reference to the Exhibit to the Form 8-K of Foamex
       L.P. dated June 11, 1996.
  
  (s)  Incorporated herein by reference to the Exhibit to the Form 10-Q of Foamex
       L.P. for the quarterly period ended June 30, 1996.
  
  (t)  Incorporated herein by reference to the Exhibits to the Form 10-Q of Foamex
       L.P. for the quarterly period ended September 30, 1996.
  
  (u)  Incorporated herein by reference to the Exhibits to the Form 10-K of Foamex
       L.P. for the year ended December 29, 1996.
  
       Certain instruments defining the rights of security holders have been
  excluded herefrom in accordance with Item 601(b)(4)(iii) of Regulation S-K. The
  registrant hereby agrees to furnish a copy of any such instrument to the
  Commission upon request.
  
       (b) Foamex L.P. filed the following Current Reports on Form 8-K:
  
           None.
  
                                         27
  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 L.P.
  
                                        By:  FMXI, INC.
                                        General Partner
  
  Date: May 15, 1997                    By:   /s/ Kenneth R. Fuette
                                              ----------------------
                                              Kenneth R. Fuette
                                              Chief Financial Officer and
                                              Chief Accounting Officer
  
                                        FOAMEX CAPITAL CORPORATION
  
  Date: May 15, 1997                    By:   /s/ Kenneth R. Fuette
                                              ----------------------
                                              Kenneth R. Fuette
                                              Chief Financial Officer and
                                              Chief Accounting Officer
  
                                         28