content: SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM 10-Q
  
                  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934
  
                  For the quarterly period ended September 29, 1996
  
                      Commission file numbers 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 November 1, 1996 was 1,000.
  
                                    Page 1 of 26
                            Exhibit List on Page 19 of 26
  
  <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 and Thirty-Nine Week Periods Ended
            September 29, 1996 and October 1, 1995                         3
  
            Condensed Consolidated Balance Sheets as of September
            29, 1996 and December 31, 1995                                 4
  
            Condensed Consolidated Statements of Cash Flows -
            Thirty-Nine Week Periods Ended September 29, 1996 and
            October 1, 1995                                                5
  
            Notes to Condensed Consolidated Financial Statements           6
  
            Foamex Capital Corporation
  
            Balance Sheets as of September 29, 1996 and December
            31, 1995                                                      12
  
            Notes to Balance Sheets                                       13
  
       Item 2. Management's Discussion and Analysis of Financial
               Condition and Results of Operations                        14
  
  Part II.  Other Information                                             19
  
            Exhibit List                                                  19
  
            Signatures                                                    26
  
  
                                          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                   39 Week Periods Ended
                                                   September 29,         October 1,        September 29,         October 1,
                                                       1996                1995               1996                  1995
                                                                                 (thousands)
  <S>                                               <C>                 <C>                 <C>                 <C>      
  NET SALES                                         $ 236,766           $ 217,036           $ 696,344           $ 651,928
  
  COST OF GOODS SOLD                                  196,806             186,227             582,186             555,257
                                                    ---------           ---------           ---------           ---------
  
  GROSS PROFIT                                         39,960              30,809             114,158              96,671
  
  SELLING, GENERAL AND
     ADMINISTRATIVE EXPENSES                           15,057              13,897              42,184              41,095
                                                    ---------           ---------           ---------           ---------
  
  INCOME FROM OPERATIONS                               24,903              16,912              71,974              55,576
  
  INTEREST AND DEBT ISSUANCE EXPENSE                   11,131              11,037              31,855              33,604
  
  OTHER INCOME, NET                                       539                 144               1,076                 482
                                                    ---------           ---------           ---------           ---------
  
  INCOME FROM CONTINUING OPERATIONS
     BEFORE PROVISION FOR INCOME TAXES                 14,311               6,019              41,195              22,454
  
  PROVISION FOR INCOME TAXES                            2,866                 805               6,584               2,926
                                                    ---------           ---------           ---------           ---------
  
  INCOME FROM CONTINUING OPERATIONS                    11,445               5,214              34,611              19,528
                                                    ---------           ---------           ---------           ---------
  
  DISCONTINUED OPERATIONS:
  
  OPERATING LOSS FROM DISCONTINUED
     OPERATIONS, NET OF INCOME TAXES                       --                (142)               (230)                (640)
  
  LOSS ON DISPOSAL OF DISCONTINUED
     OPERATIONS, NET OF INCOME TAXES                   (1,989)                 --             (41,286)                 --
                                                    ---------           ---------           ---------           ---------
  
  LOSS FROM DISCONTINUED OPERATIONS                    (1,989)               (142)            (41,516)               (640)
                                                    ---------           ---------           ---------           ---------
  
  INCOME (LOSS) BEFORE EXTRAORDINARY LOSS               9,456               5,072              (6,905)             18,888
  
  EXTRAORDINARY LOSS ON EARLY EXTINGUISHMENT
     OF DEBT                                             (672)                 --                (672)                 --
                                                    ---------           ---------           ---------           ---------
  
  NET INCOME (LOSS)                                 $   8,784           $   5,072           $  (7,577)          $  18,888
                                                    =========           =========           =========           =========
  </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>
                                                           September 29,        December 31,
  ASSETS                                                       1996                1995
                                                                      (thousands)
  <S>                                                       <C>                 <C>      
  CURRENT ASSETS:
       Cash and cash equivalents                            $  47,488           $     638
       Accounts receivable, net                               139,220             113,583
       Inventories                                             90,089              89,952
       Other current assets                                    26,501              22,101
                                                            ---------           ---------
  
          Total current assets                                303,298             226,274
  
  PROPERTY, PLANT AND EQUIPMENT, NET                          173,237             169,111
  
  COST IN EXCESS OF ASSETS ACQUIRED, NET                       89,287              91,165
  
  DEBT ISSUANCE COSTS, NET                                     16,139              18,703
  
  NET ASSETS OF DISCONTINUED OPERATIONS                            --              85,237
  
  OTHER ASSETS                                                 10,960              17,325
                                                            ---------           ---------
  
  TOTAL ASSETS                                              $ 592,921           $ 607,815
                                                            =========           =========
  
  LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
  
  CURRENT LIABILITIES:
       Short-term borrowings                                $   5,169           $   2,199
       Current portion of long-term debt                       15,467               8,511
       Accounts payable                                        76,469              67,658
       Accounts payable to related parties                      9,575              11,731
       Accrued interest                                        20,249               9,591
       Accrued restructuring charges                            9,381              18,732
       Other accrued liabilities                               47,801              41,434
                                                            ---------           ---------
  
          Total current liabilities                           184,111             159,856
                                                            ---------           ---------
  
  LONG-TERM DEBT                                              409,006             433,956
                                                            ---------           ---------
  
  OTHER LIABILITIES                                            23,847              26,563
                                                            ---------           ---------
  
  COMMITMENTS AND CONTINGENCIES                                    --                  --
                                                            ---------           ---------
  
  PARTNERS' EQUITY (DEFICIT):
       General partners                                           275                 404
       Limited partner                                         40,114              46,080
       Note receivable from partner                           (51,854)            (44,444)
       Other                                                  (12,578)            (14,600)
                                                            ---------           ---------
  
          Total partners' equity (deficit)                    (24,043)            (12,560)
                                                            ---------           ---------
  
  TOTAL LIABILITIES AND PARTNERS' EQUITY (DEFICIT)          $ 592,921           $ 607,815
                                                            =========           =========
  </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>
  
                                                                              39 Week Periods Ended
                                                                          September 29,      October 1,
                                                                              1996              1995
                                                                                   (thousands)
  OPERATING ACTIVITIES:
  <S>                                                                     <C>                <C>     
     Net income (loss)                                                    $ (7,577)          $ 18,888
     Adjustments to reconcile net income to net cash provided
         by operating activities:
         Depreciation and amortization                                      15,945             16,755
         Amortization of debt issuance costs and debt discount               2,124              2,019
         Extraordinary loss on early extinguishment of debt                    672                 --
         Loss on disposition of discontinued operations                     40,551                 --
         Changes in operating assets and liabilities                       (18,078)             2,812
         Changes in discontinued operations                                    406             (9,576)
                                                                          --------           --------
  
            Net cash provided by operating activities                       34,043             30,898
                                                                          --------           --------
  
  INVESTING ACTIVITIES:
     Capital expenditures                                                  (14,536)           (14,063)
     Acquisition, net of cash acquired                                          --             (7,272)
     Proceeds from sale of discontinued operations                          45,425                 --
     Other investing activities                                              1,745             (1,734)
     Discontinued operations investing activities                             (919)            (3,502)
                                                                          --------           --------
  
            Net cash provided by (used for) investing activities            31,715            (23,103)
                                                                          --------           --------
  
  FINANCING ACTIVITIES:
     Net proceeds from short-term borrowings                                 2,970                312
     Net repayments of revolving loans                                          --             (3,000)
     Repayment of long-term debt                                           (18,392)            (6,545)
     Distributions to partners                                              (3,478)            (2,340)
     Other financing activities                                                 (8)              (584)
                                                                          --------           --------
  
            Net cash used for financing activities                         (18,908)           (12,157)
                                                                          --------           --------
  
  NET INCREASE (DECREASE) IN
     CASH AND CASH EQUIVALENTS                                              46,850             (4,362)
  
  CASH AND CASH EQUIVALENTS
     AT BEGINNING OF PERIOD                                                    638             19,974
                                                                          --------           --------
  
  CASH AND CASH EQUIVALENTS
     AT END OF PERIOD                                                     $ 47,488           $ 15,612
                                                                          ========           ========
  </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. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
     Foamex L.P.'s condensed consolidated balance sheet as of December 31, 1995
  has been condensed from the audited consolidated balance sheet at that date and
  restated for discontinued operations (see Note 2 below). The condensed
  consolidated balance sheet as of September 29, 1996, the condensed consolidated
  statements of operations for the thirteen and thirty-nine week periods ended
  September 29, 1996 and October 1, 1995, and the condensed consolidated cash
  flows for the thirty-nine week periods ended September 29, 1996 and October 1,
  1995 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 statements of operations for the thirteen and thirty-nine week
  periods ended October 1, 1995 and the condensed consolidated statement of cash
  flows for the thirty-nine week period ended October 1, 1995 have been restated
  for discontinued operations (see Note 2 below). In the opinion of management,
  all adjustments, consisting only of normal recurring adjustments, considered
  necessary for a fair presentation of the consolidated financial position,
  results of operations and cash flows have been included. In addition, the
  condensed consolidated financial statements have been restated to reflect the
  contribution of Foamex Latin America, Inc. ("Latin America") by Foamex
  International Inc. ("Foamex International") as further discussed in Note 4.
  
     On August 1, 1996, Foamex L.P. consummated the sale of the home comfort
  products business of Perfect Fit Industries, Inc. ("Perfect Fit") (which
  comprised the home comfort products segment of Foamex L.P. and substantially all
  of the assets of Perfect Fit). Accordingly, the accompanying condensed
  consolidated financial statements reflects the home comfort products business
  segment as discontinued operations. See Note 2 below for further discussion.
  
     Certain information and note disclosures normally included in the financial
  statements prepared in accordance with generally accepted accounting principles
  have been condensed or omitted in accordance with the rules and regulations of
  the Securities and Exchange Commission. These condensed consolidated financial
  statements should be read in conjunction with Foamex L.P.'s 1995 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 31, 1995.
  
  2. DISCONTINUED OPERATIONS
  
     On August 1, 1996, Foamex L.P. completed the sale of the outstanding common
  stock of Perfect Fit, a wholly-owned subsidiary, for an adjusted sale price of
  approximately $45.4 million, subject to post-closing adjustments. In addition,
  Perfect Fit made approximately $2.0 million of payments against its intercompany
  loan with Foamex L.P. The sale included substantially all of the net assets of
  the home comfort products segment with a net book value of approximately $81.9
  million. Actual and estimated transaction expenses related to the sale totaled
  approximately $2.0 million. Foamex L.P. has recorded a loss on disposal of
  discontinued operations of approximately $41.3 million including an operating
  loss of approximately $0.7 million during the phase-out period (net of income
  tax benefits of $0.4 million) relating to the sale of Perfect Fit during the
  thirty-nine week period ended September 29, 1996. A valuation allowance has been
  provided for the capital loss relating to the sale of Perfect Fit since Foamex
  L.P. expects that its future capital gain taxable income will more likely not be
  sufficient to fully recognize the deferred tax asset relating to the capital
  loss carryforward.
  
  
                                          6
  
  <PAGE>
  
                            FOAMEX L.P. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  2. DISCONTINUED OPERATIONS (continued)
  
     Summary operating results of Foamex L.P.'s discontinued operations were as
  follows:
  
  <TABLE>
  <CAPTION>
                                                            13 Week Periods Ended         39 Week Periods Ended
                                                          September 29,   October 1,  September 29,    October 1,
                                                              1996          1995          1996           1995
                                                                                 (thousands)
  
  <S>                                                     <C>                         <C>     
  Sales                                                   $     --      $25,243         $ 50,097         $73,093
  
  Gross profit                                                  --        4,318            8,065          12,444
  
  Income from operations                                        --          516            1,123           1,713
  
  Interest and debt issuance expense                            --        1,222            2,384           3,614
  
  Loss before provision for income taxes                        --         (706)          (1,609)         (1,901)
  
  Benefit for income taxes                                      --          564            1,379           1,261
  
  Loss from discontinued operations,
      net of income taxes                                       --         (142)            (230)           (640)
  </TABLE>
  
     Foamex L.P.'s discontinued operations include the operations of Perfect Fit
  through June 1996.
  
     Net assets of Foamex L.P.'s discontinued operations (excluding intercompany
  net assets) at December 31, 1995 are as follows:
  
                                                    December 31,
                                                       1995
                                                    (thousands)
  Current assets                                     $31,177
  
  Property, plant and equipment, net                  22,618
  
  Cost in excess of assets acquired, net              40,333
  
  Other assets                                           306
                                                     -------
  
     Total assets                                     94,434
                                                     -------
  
  Current liabilities                                  9,197
                                                     -------
  
     Total liabilities                                 9,197
                                                     -------
  
  Net assets                                         $85,237
                                                     =======
  
  
                                          7
  
  <PAGE>
  
  
                            FOAMEX L.P. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  3. INVENTORIES
  
     The components of inventories consist of:
  
                                    September 29,    December 31,
                                        1996             1995
                                             (thousands)
  Raw materials and supplies          $49,774          $49,963
  Work-in-process                      13,727           14,451
  Finished goods                       26,588           25,538
                                      -------          -------
  
      Total                           $90,089          $89,952
                                      =======          =======
  
  4. RELATED PARTY TRANSACTIONS
  
     In April 1996, Foamex International contributed the foam products operations
  of Latin America to Foamex L.P. The contribution was accounted for in a manner
  similar to a pooling of interest since the entities are under common control.
  Accordingly, all periods presented have been restated to reflect the results of
  operations and financial position of Latin America. Net sales and net income
  (loss) of the separate companies for the periods preceding the contribution
  were:
  <TABLE>
  <CAPTION>
  
                                              Foamex L.P.       Latin America      Eliminations     Combined
     13 Week Period Ended October 1, 1995:                                    (thousands)
  <S>                                             <C>            <C>                  <C>               <C>   
     Net sales                                  $213,445            $4,233             $(642)       $217,036
   
     Net income                                    4,907               165                --           5,072
  
     39 Week Period Ended October 1, 1995:
  
     Net sales                                   645,609             7,272              (953)        651,928
  
     Net income (loss)                            19,099              (211)               --          18,888
  </TABLE>
  
     Foamex L.P. has an $87.9 million principal amount note due 2006 from its 98%
  limited partner, Foamex-JPS Automotive L.P. ("FJPS"), for $35.3 million (the
  "FJPS Note"). The original issue discount of $52.6 million is being amortized
  using the weighted average to maturity method over the life of the issue. No
  cash interest is payable on the FJPS Note prior to July 2000; rather the FJPS
  Note accretes on a daily basis and compounds semiannually at the rate of 15.50%
  per annum through June 1996; 15.75% per annum thereafter through June 1997; and
  16.00% per annum thereafter through June 2000. Interest will be due semiannually
  in cash at 16.00% per annum from July 2000 through the maturity date. The FJPS
  Note and related transactions have been classified in partners' equity (deficit)
  since the companies are related. Also, the accretion of $5.4 million and $4.7
  million for the thirty-nine week periods ended September 29, 1996 and October 1,
  1995 have been reflected as a direct increase in the FJPS Note and the partners'
  capital accounts, thereby excluded from the condensed consolidated statements of
  operations.
  
  
                                          8
  
  <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 Foamex
  International. Pursuant to the terms of the Supply Agreement, 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 September 29,
  1996 and October 1, 1995, Foamex L.P. purchased approximately $30.2 million and
  $20.2 million, respectively, of raw materials under the Supply Agreement. During
  the thirty-nine week periods ended September 29, 1996 and October 1, 1995,
  Foamex L.P. purchased approximately $84.3 million and $69.3 million,
  respectively, of raw materials under the Supply Agreement. As of September 29,
  1996 and December 31, 1995, Foamex L.P. had accounts payable to Foamex
  International of approximately $9.6 million and $11.7 million, respectively,
  associated with the Supply Agreement.
  
     In December 1995, Foamex L.P. entered into a $2.0 million promissory note
  with Foamex International. The note bears interest at a rate per annum equal to
  six months LIBOR plus 4.0% and is payable semiannually in June and December. The
  note matures in December 1997. The note has been classified in the other
  component of partners' equity (deficit).
  
     On July 7, 1996, Trace International Holdings, Inc. ("Trace Holdings") issued
  to Foamex L.P. a promissory note for $4.4 million in principal amount plus
  accrued interest of $0.4 million, which is an extension of a promissory note of
  Trace Holdings that was due in July 1996. The promissory note is due and payable
  on demand or, if no demand is made, on July 7, 1997, and bears interest at 9.5%
  payable quarterly in arrears commencing October 1, 1996. The promissory note is
  included in the other component of partners' equity (deficit).
  
  5. LONG-TERM DEBT
  
     Foamex L.P. used approximately $12.0 million of the net proceeds from the
  sale of Perfect Fit to repay bank term loan borrowings on August 1, 1996. In
  addition, on September 23, 1996, Foamex L.P. offered to redeem approximately
  $29.8 million of its public debt at 101% of the principal amount using available
  proceeds from the Perfect Fit sale. As of October 31, 1996, the date the offer
  expired, approximately $11.0 million of Foamex L.P. public debt was tendered for
  redemption and has been classified as current in the condensed consolidated
  balance sheet as of September 29, 1996. On November 8, 1996, Foamex L.P. issued
  a supplemental offer to redeem up to an additional $18.8 million of its public
  debt at 101% of the principal amount.
  
  6. ENVIRONMENTAL MATTERS 
  
     Foamex L.P. has reported to appropriate state authorities that it has found
  soil and groundwater contamination in excess of state standards at three
  facilities and soil contamination in excess of state standards at four other
  facilities. 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. As
  of September 29, 1996, Foamex L.P. has environmental accruals of $1.2 million
  for the remaining potential remediation costs for these facilities based on
  engineering estimates.
  
     Federal regulations require that by 1998 all underground storage tanks
  ("USTs") be removed or upgraded in most states to meet applicable standards.
  Foamex L.P., like many other companies engaged in manufacturing, has USTs that
  will require removal. Due to the age of many of Foamex L.P.'s approximately
  twelve storage tanks, leakage has occurred from a few of these USTs resulting in
  soil and possibly groundwater contamination. Foamex L.P. has accrued costs of
  $0.5 million based on engineering estimates that the cost of removing the tanks
  and remediation costs associated therewith ranges from approximately $0.4
  million to $1.1 million. However, the full extent of contamination and,
  accordingly, the actual cost of such remediation cannot be predicted with any
  degree of certainty at this time. Foamex L.P. believes that its USTs do not pose
  
  
                                          9
  
  <PAGE>
  
  
                            FOAMEX L.P. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  6. ENVIRONMENTAL MATTERS (continued)
  
  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. Foamex L.P. has
  been designated as a Potentially Responsible Party ("PRP") by the United States
  Environmental Protection Agency (the "EPA") with respect to eleven sites, with
  an estimated total liability to Foamex L.P. for the eleven sites of less than
  approximately $0.2 million. Estimates of total cleanup costs and fractional
  allocations of liability are generally provided by the EPA or the committee of
  PRP's with respect to the specified site. In each case, the participation of
  Foamex L.P. is considered to be immaterial.
  
     As of September 29, 1996, the recorded environmental liability amounts to
  $5.1 million, $1.2 million of which is included in current liabilities. In
  addition, Foamex L.P. has a receivable of $0.6 million, net of an allowance of
  approximately $1.0 million relating to potential disagreements regarding the
  scope of indemnification for environmental liabilities from former partners of
  Foamex L.P., which is included in current assets. Foamex L.P. believes that
  realization of the receivables established for indemnification is probable.
  
     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 November 11, 1996, Foamex L.P. and Trace Holdings were two of multiple
  defendants in actions filed on behalf of approximately 4,800 persons in various
  United States federal and state courts and one Canadian provincial court by
  recipients of breast implants, some of which allege substantial damages, but
  most of which allege unspecified damages for personal injuries of various types.
  Five of these cases seek to allege claims on behalf of all breast implant
  recipients or other allegedly affected parties, but no class has been approved
  or certified by the court. In addition, three cases have been filed alleging
  claims on behalf of approximately 2,600 residents of Australia, New Zealand,
  England, and Ireland. During 1995, Foamex L.P. and Trace Holdings were granted
  summary judgments and dismissed as defendants from all cases in the federal
  courts of the United States and the state courts of California. Appeals for
  these decisions were withdrawn and the decisions are final. In addition, two of
  the cases filed on behalf of approximately 900 foreign plaintiffs were dismissed
  on the grounds that the cases could not be brought in the United States courts.
  This decision is subject to appeal. Foamex L.P. believes that the number of
  suits and claimants may increase. Although breast implants do not contain foam,
  certain silicone gel implants were produced using a polyurethane foam covering
  fabricated by independent distributors or fabricators from bulk foam purchased
  from Foamex L.P. or Trace Holdings. Neither Foamex L.P. nor Trace Holdings
  recommended, authorized or approved the use of its foam for these purposes.
  While it is not feasible to predict or determine the outcome of these actions,
  based on management's present assessment of the merits of pending claims, after
  consultation with the general counsel of Trace Holdings, management believes
  that the disposition of matters that are pending or that may reasonably be
  anticipated to be asserted should not have a material adverse effect on either
  Foamex L.P.'s or Trace Holdings' consolidated financial position or results of
  operations. In addition, Foamex L.P. is also indemnified by Trace Holdings for
  any such liabilities relating to foam manufactured prior to the capitalization
  
  
                                         10
  
  <PAGE>
  
  
                            FOAMEX L.P. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  
  7. LITIGATION (continued)
  
  of Foamex L.P. in October 1990. Although Trace Holdings has paid Foamex L.P.'s
  litigation expenses, pursuant to such indemnification, and management believes
  Trace Holdings will be in a position to continue to pay such expenses, there can
  be no assurance that Trace Holdings will be able to continue to provide such
  indemnification. Based on information available at this time with respect to the
  potential liability, 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.
  
     Foamex L.P. is one of multiple defendants in actions alleging bodily injury
  and diminution in property value as a result of alleged violations of Tennessee
  hazardous waste regulations at Foamex L.P.'s Morristown, Tennessee facilities.
  Recticel Foam Corporation ("RFC") has indemnified Foamex L.P. with respect to
  losses arising from certain events, such as this alleged violation, that had
  occurred prior to October 2, 1990. Based on information available at this time
  with respect to the potential liability, after consultation with the general
  counsel of Trace Holdings, 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.
  
     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.
  
  
                                         11
  
  <PAGE>
  
                             FOAMEX CAPITAL CORPORATION
                     (A Wholly-Owned Subsidiary of Foamex L.P.)
                             BALANCE SHEETS (unaudited)
  <TABLE>
  <CAPTION>
  
                                                               September 29,    December 31,
  ASSETS                                                           1996              1995
                                                                        (thousands)
  <S>                                                                <C>              <C>
  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
                                                                 ======           ======
  </TABLE>
  
         The accompanying notes are an integral part of the balance sheets.
  
  
                                         12
  
  <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 $116.7 million principal amount 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. In
  December 1993, in conjunction with Foamex International Inc's. ("Foamex
  International") initial public offering, Foamex L.P. defeased $43.3 million of
  Senior Secured Notes. 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 $150.0 million principal amount 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 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 $126.0 million principal amount 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 $7.0 million principal amount 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.
  
  
                                         13
  
  <PAGE>
  
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
       Foamex L.P. operates in the polyurethane foam products business segment
  with its wholly-owned subsidiaries, General Felt Industries, Inc., Foamex
  Fibers, Inc., Foamex Canada Inc., and Foamex Latin America, 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 August 1, 1996, Foamex L.P. consummated the sale of the home comfort
  products business of Perfect Fit Industries, Inc. ("Perfect Fit") (which
  comprised the home comfort products segment of Foamex L.P. and substantially all
  of the assets of Perfect Fit). Accordingly, the accompanying condensed
  consolidated financial statements reflects the home comfort products business
  segment as discontinued operations. See Note 2 below for further discussion.
  
       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.
  
  13 Week Period Ended September 29, 1996 Compared to 13 Week Period Ended 
  October 1, 1995
  
  Results of Operations
  
       Net sales for 1996 were $236.8 million as compared to $217.0 million in
  1995, an increase of $19.8 million or 9.1%. Carpet cushion net sales for 1996
  increased 13.4% to $77.0 million from $67.9 million in 1995 primarily due to
  increased selling prices late in the second quarter of 1996, as well as
  increased shipments of certain carpet cushion products. Cushioning foam net
  sales for 1996 increased 4.5% to $86.0 million from $82.3 million in 1995
  primarily due to an increase in net sales volume from both new and existing
  customers of bedding related products, as well as increased selling prices
  initiated at the beginning of 1996. Automotive foam net sales for 1996 increased
  8.5% to $55.9 million from $51.5 million in 1995 primarily due to a continued
  increase in net sales of tri-laminates and composite headliners and increased
  selling prices initiated at the beginning of 1996. Technical foam net sales for
  1996 increased 17.0% to $17.9 million from $15.3 million in 1995 primarily due
  to increased selling prices and increased net sales volume.
  
       Gross profit as a percentage of net sales increased to 16.9% for 1996 from
  14.2% in 1995 primarily due to selling price increases and improved material and
  production efficiencies.
  
       Income from operations increased to $24.9 million for 1996 from $16.9
  million in 1995 primarily due to improved gross profit margins as discussed
  above offset by an increase of $1.2 million in selling, general and
  administrative expenses for 1996. The increase in selling, general and
  administrative expenses is primarily due to increases associated with management
  realignment under the operational plan offset by reductions in salary,
  professional and travel costs.
  
       Income from continuing operations increased to $11.4 million for 1996 from
  $5.2 million in 1995 primarily due to the reasons cited above. The increase in
  interest and debt issuance expense is primarily due to (i) the inclusion in 1996
  continuing operations of interest expense on the $29.8 million of public debt
  that Foamex L.P. has offered to redeem (see Note 5 to the condensed consolidated
  financial statements); whereas for the 1995 period, this interest expense was
  allocated to discontinued operations (ii) offset by favorable results from
  interest rate swap agreements.
  
       The loss from discontinued operations totaling $2.0 million for 1996 is the
  result of the sale of Perfect Fit which was completed on August 1, 1996. See
  notes to condensed consolidated financial statements for further discussion.
  
  
                                         14
  
  <PAGE>
  
  
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
  
       The extraordinary loss on early extinguishment of debt of $0.7 million
  relates to the write-off of debt issuance costs associated with the early
  extinguishment of $12.0 million of bank term loan borrowings.
  
       Operating results for 1996 are expected to be influenced by various
  internal and external factors. These factors include, among other things, (i)
  the implementation of an operational plan to improve the profitability of the
  foam products segment, (ii) the completion of the consolidation of thirteen foam
  production, fabrication or branch locations, (iii) the potential reduction of
  long-term debt with substantially all of the proceeds from the sale of the home
  comfort products segment, (iv) additional raw material price increases, if any,
  by Foamex L.P.'s chemical suppliers and (v) Foamex L.P.'s success in passing on
  selling price increases to recover previous raw material cost increases.(1)
  
  39 Week Period Ended September 29, 1996 Compared to 39 Week Period Ended 
  October 1, 1995
  
  Results of Operations
  
       Net sales for 1996 were $696.3 million as compared to $651.9 million in
  1995, an increase of $44.4 million or 6.8%. Carpet cushion net sales for 1996
  increased 4.7% to $217.2 million from $207.5 million in 1995 primarily due to
  increased selling prices late in the second quarter of 1996 offset by a decrease
  in net sales volume during the first quarter of 1996. Cushioning foam net sales
  for 1996 increased 7.6% to $252.0 million from $234.2 million in 1995 primarily
  due to increased net sales volume from both new and existing customers of
  bedding related products, increased selling prices initiated at the beginning of
  1996 and the April 1995 acquisition of a company which manufactures cushioning
  products. Automotive foam net sales for 1996 increased 8.0% to $175.2 million
  from $162.2 million in 1995 primarily due to a continued increase in net sales
  of tri-laminates and composite headliners and increased selling prices initiated
  at the beginning of 1996. Technical foam net sales for 1996 increased 8.1% to
  $51.9 million from $48.0 million in 1995 primarily due to increased selling
  prices and increased net sales volume.
  
       Gross profit as a percentage of net sales increased to 16.4% for 1996 from
  14.8% in 1995 primarily due to selling price increases and improved material and
  production efficiencies.
  
       Income from operations increased to $72.0 million for 1996 from $55.6
  million in 1995 primarily due to improved gross profit margins as discussed
  above offset by an increase of $1.1 in selling, general and administrative
  expenses. The increase in selling, general and administrative expenses is
  primarily due to increases associated with management realignment under the
  operational plan offset by reductions in salary, professional and travel costs.
  
       Income from continuing operations increased to $34.6 million for 1996 from
  $19.5 million in 1995 primarily due to the reasons cited above and a decrease in
  interest and debt issuance expense of $1.7 million. The decrease in interest and
  debt issuance expense was primarily due to favorable results from interest rate
  swap agreements offset by the inclusion in 1996 continuing operations of
  interest expense on the $29.8 million of public debt that Foamex L.P. has
  offered to redeem (see Note 5 to the condensed consolidated financial
  statements); whereas for the 1995 period, this interest expense was allocated to
  discontinued operations.
  
       The loss from discontinued operations totaling $41.5 million for 1996 is
  the result of the sale of Perfect Fit which was completed on August 1, 1996 and
  the operating losses of Perfect Fit for the periods presented. See notes to
  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 associated with the early
  extinguishment of $12.0 million of bank term loan borrowings.
  
  (1)  This paragraph contains forward-looking statements and should be read in
       conjunction with the discussion regarding forward-looking statements set
       forth on Page 5 of Foamex L.P.'s Annual Report on Form 10-K.
  
  
                                         15
  
  <PAGE>
  
  
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
  
       Operating results for 1996 are expected to be influenced by various
  internal and external factors. These factors include, among other things, (i)
  the implementation of an operational plan to improve the profitability of the
  foam products segment, (ii) the completion of the consolidation of thirteen foam
  production, fabrication or branch locations, (iii) the potential reduction of
  long-term debt with substantially all of the proceeds from the sale of the home
  comfort products segment, (iv) additional raw material price increases, if any,
  by Foamex L.P.'s chemical suppliers and (v) Foamex L.P.'s success in passing on
  selling price increases to recover previous raw material cost increases.(1)
  
  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
  
       Liquidity
  
       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
  its revolving credit agreement, if necessary, will be adequate to meet the
  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 the Foamex L.P. credit facility (the "Foamex L.P. Credit
  Facility") and such noncompliance was not cured by Foamex L.P. or waived by the
  lenders. Foamex L.P. was in compliance with such covenants as of September 29,
  1996 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 financing agreements.
  
       Cash and cash equivalents increased $46.9 million during 1996 to $47.5
  million at September 29, 1996 from $0.6 million at December 31, 1995 primarily
  due to net proceeds received from the sale of Perfect Fit and improved operating
  results for 1996 as compared to 1995. Working capital increased $52.8 million
  for 1996 to $119.2 million at September 29, 1996 from $66.4 million at December
  31, 1995. The increase in working capital is primarily due to the net proceeds
  received on the sale of Perfect Fit and improved results from continuing
  operations. The net operating assets and liabilities (comprised of accounts
  receivable, inventories and accounts payable) increased $19.2 million to $143.3
  million at September 29, 1996 from $124.1 million at December 31, 1995 primarily
  due to an increase in accounts receivable offset by increased accounts payable.
  The increase in accounts receivable and accounts payable were primarily due to
  an increase in net sales for September 1996 as compared to December 1995.
  Inventories were fairly consistent as compared to December 31, 1995.
  
       Cash Flow from Operating Activities
  
       Cash flow from operating activities was $34.0 million and $30.9 million in
  1996 and 1995, respectively. Cash flow from operating activities increased for
  1996 as compared to 1995 primarily due to improved results from continuing
  operations and changes in the assets and liabilities of discontinued operations
  offset by a use of operating assets and liabilities.
  
  
  (1)  This paragraph contains forward-looking statements and should be read in
       conjunction with the discussion regarding forward-looking statements set
       forth on Page 5 of Foamex L.P.'s Annual Report on Form 10-K.
  
  
                                         16
  
  <PAGE>
  
  
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
       Cash Flow from Investing Activities
  
       During 1996, Foamex L.P. spent approximately $14.5 million on capital
  expenditures and expects to maintain spending for capital expenditures at this
  level for the foreseeable future.
  
       On August 1, 1996, Foamex L.P. consummated the Perfect Fit sale and
  received approximately $45.4 million in cash proceeds, subject to post-closing
  adjustments.
  
       Cash Flow from Financing Activities
  
       As of September 29, 1996, there were no outstanding revolving credit
  borrowings under the Foamex L.P. Credit Facility with unused availability of
  approximately $33.3 million.
  
       Borrowings by Foamex Canada Inc. as of September 29, 1996 were $3.7
  million under a revolving credit agreement with unused availability of
  approximately $0.8 million.
  
       During 1996, Foamex L.P. used approximately $12.0 million of the net
  proceeds from the sale of Perfect Fit to repay bank term borrowings.
  
  Interest Rate Swap Agreements
  
       Foamex L.P. enters into interest rate swaps to lower funding costs and/or
  to manage interest costs and exposure to changing interest rates. Foamex L.P.
  does not hold or issue financial instruments for trading purposes. Foamex L.P.
  has an interest rate swap agreement with a notional amount of $150.0 million
  through June 2000. Under the swap agreement, Foamex L.P. is obligated to make
  variable payments based on LIBOR in exchange for fixed payments at a rate of
  5.81% per annum by the swap partner payable semiannually in arrears. Interest
  expense will be subject to fluctuations in LIBOR. Foamex L.P. is exposed to
  credit loss in the event of nonperformance by the swap partner; however, the
  occurrence of this event is not anticipated.
  
       Also, Foamex L.P. has an interest rate swap agreement, as amended, for a
  notional amount of $150.0 million through December 1999. Under this agreement,
  Foamex L.P. has made variable payments based on LIBOR with a cap of 5.5% and a
  floor of 4.75% per annum for the six months ended in June 1995, variable
  payments based on LIBOR with a floor of 4.75% per annum for the six months ended
  in December 1995 and fixed payments at a rate of 5.81% per annum for the six
  months ended in June 1996 and is obligated to make fixed payments at a rate of
  5.81% per annum, for the remainder of the agreement, in exchange for variable
  payments by the swap partner at the rate of LIBOR plus 0.80% per annum for the
  six months ended in June 1995, LIBOR plus 0.72% per annum for the six months
  ended in December 1995, LIBOR plus 2.45% per annum for the six months ended in
  June 1996, LIBOR plus 2.39% per annum for the six months ended in December 1996,
  the lower of 12.34% per annum less LIBOR or 7.34% per annum for the six months
  ended in June 1997 and December 1997 and 12.34% per annum less LIBOR for the
  remainder of the term of the agreement, payable semiannually in arrears. The
  swap partner has the ability to terminate the swap agreement in December 1997.
  Foamex L.P. is exposed to credit loss in the event of nonperformance by the swap
  partner; however, the occurrence of this event is not anticipated. Interest
  expense will be subject to fluctuations in LIBOR. The effect of the two interest
  rate swaps described above was a favorable adjustment to interest expense of
  $0.9 million and $0.2 million for the thirteen week periods and $2.8 million and
  $0.9 million for the thirty-nine week periods ended September 29, 1996 and
  October 1, 1995, respectively.
  
  
                                         17
  
  <PAGE>
  
  
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
  Environmental Matters
  
       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 did not have a material adverse effect on
  operations, financial position, capital expenditures or competitive position.
  The amount of liabilities recorded by Foamex L.P. in connection with
  environmental matters as of September 29, 1996 was $5.1 million. In addition, as
  of September 29, 1996, Foamex L.P. has receivables of $0.6 million, net of $1.0
  million allowance relating to potential disagreements regarding the scope of
  indemnification for environmental liabilities from former partners. 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.
  
  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.
  
  
                                         18
  
  <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 31, 1995 and in Foamex L.P.'s Quarterly Reports
            for the fiscal quarters ended March 31, 1996 and June 30, 1996.
  
            The information from Notes 6 and 7 of the condensed consolidated
            financial statements of Foamex L.P. and subsidiaries as of September
            29, 1996 (unaudited) is incorporated herein by reference.
  
  Item 2.   Changes in Securities.
  
            None.
  
  Item 3.   Defaults Upon Senior Securities.
  
            None.
  
  Item 4.   Submission of Matters to a Vote of Security Holders.
  
            None.
  
  Item 5.   Other Information.
  
            None.
  
  Item 6.   Exhibits and Reports on Form 8-K.
  
            (a)  Exhibits
  
  3.1(a)    - Restated Certificate of Incorporation of 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.
  3.12(n)   - Certificate of Incorporation of Perfect Fit.
  3.13(n)   - By-laws of Perfect Fit.
  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.
  
  
                                        19
  
  <PAGE>
  
  4.2(a)    - First Supplemental Indenture, dated as of November 18, 1993, among
              Foamex International and FCC, as Issuers, General Felt and Perfect
              Fit, as Guarantors and Shawmut, as trustee, relating to the Senior
              Secured Notes.
  4.3(a)    - Second Supplemental Indenture, dated as of December 14, 1993,
              among Foamex L.P. and FCC, as Issuers, Foamex International, General
              Felt, and Perfect Fit, as Guarantors and Shawmut, as trustee,
              relating to the Senior Secured Notes.
  4.3.1     - Third Supplemental Indenture, dated as of August 1, 1996, by and
              among Foamex L.P. and Foamex Capital Corporation, as Issuers, Foamex
              International Inc., as parent guarantor, General Felt Industries,
              Inc., as guarantor, Perfect Fit Industries, Inc., as withdrawing
              guarantor, and Fleet National Bank, as Trustee, relating to the
              Senior Secured Notes.
  4.4(b)    - Company Pledge Agreement, dated as of June 3, 1993, by Foamex L.P.
              in favor of Shawmut, as trustee for the holders of the Senior
              Secured Notes.
  4.5(b)    - Company Pledge Agreement, dated as of June 3, 1993, by FCC in
              favor of Shawmut, as trustee for the holders of the Senior Secured
              Notes.
  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(a)    - Foamex L.P. Pledge Agreement, dated November 18, 1993, in
              connection with the Senior Secured Notes.
  4.9(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.
  4.10(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.
  4.11(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.
  4.12(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.
  4.13(a)   - Pledge Agreement of Perfect Fit, dated November 18, 1993, in
              connection with the Senior Secured Notes.
  4.14(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.
  4.15(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.
  4.16(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.
  4.17(a)   - Third Supplemental Indenture, dated as of December 14, 1993, among
              Foamex L.P. and FCC, as Issuers, Foamex International, General Felt,
              and Perfect Fit, as Guarantors and Shawmut Connecticut, as trustee,
              relating to the Senior Notes.
  4.17.1    - Fifth Supplemental Indenture, dated as of August 1, 1996, by and
              among Foamex L.P. and Foamex Capital Corporation, as Issuers, Foamex
              International Inc., as parent guarantor, General Felt Industries,
              Inc., as guarantor, Perfect Fit Industries, Inc., as withdrawing
              guarantor, and Fleet National Bank, as Trustee, relating to the
              Senior Notes.
  4.18(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.
  
  
                                        20
  
  <PAGE>
  
  
  
  4.19(c)   - Indenture, dated as of October 13, 1992, among Foamex L.P., FCC,
              and Shawmut Bank, ("Shawmut"), as trustee, relating to $126,000,000
              principal amount of 117/8% Senior Subordinated Debentures due 2004,
              including form of Senior Subordinated Debenture.
  4.20(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.
  4.21(a)   - Second Supplemental Indenture, dated as of November 18, 1993,
              among Foamex L.P. and FCC, as Issuers, General Felt and Perfect Fit,
              as Guarantors and Shawmut, as trustee, relating to the Senior
              Subordinated Debentures.
  4.21.1    - Fourth Supplemental Indenture, dated as of August 1, 1996, by and
              among Foamex L.P. and Foamex Capital Corporation, as Issuers, Foamex
              International Inc., as parent guarantor, General Felt Industries,
              Inc., as guarantor, Perfect Fit Industries, Inc., as withdrawing
              guarantor, and Fleet National Bank, as Trustee, relating to the
              Subordinated Debentures.
  4.22(b)   - Third Supplemental Indenture, dated as of December 14, 1993, among
              Foamex L.P. and FCC, as Issuers, Foamex International, General Felt,
              and Perfect Fit, as Guarantors and Shawmut, as trustee, relating to
              the Senior Subordinated Debentures.
  4.23(i)   - Indenture, dated as of June 28, 1994, among FJPS and FJCC, as
              Issuers, Foamex International Inc., as guarantor, and Shawmut
              Connecticut, as trustee, relating to $116,745,000 principal amount
              of Senior Secured Discount Debentures due 2004, including form of
              Senior Secured Discount Debenture.
  4.24(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(m)   - Pledge Agreement, dated as of June 28, 1994, among FJPS in favor
              of Foamex L.P. to secure its obligations under its Senior Note due
              2006.
  4.27(m)   - Pledge Agreement, dated as of June 28, 1994, made by JPS
              Automotive L.P. in favor of Foamex L.P. to secure FJPS's obligations
              under its Senior Note due 2006.
  4.28      - Commitment letter, dated July 9, 1996, from The Bank of Nova
              Scotia to Foamex Canada.
  4.29(d)   - Agreement of Undertaking, dated as of December 31, 1991, between
              Foamex L.P. and The Bank of Nova Scotia.
  4.30      - Third Amended and Restated Credit Agreement, dated as of July 30,
              1996, among Foamex L.P., General Felt, Trace Foam, FMXI, Citibank,
              N.A., The Bank of Nova Scotia, the institutions from time to time
              parties thereto as lenders, the institutions parties thereto as
              issuing banks and Citibank, N.A. and The Bank of Nova Scotia, as
              Administrative Agents (the "Credit Agreement").
  4.31      - First Amendment to Third Amended and Restated Credit Agreement,
              dated September 30, 1996, among Foamex L.P., General Felt, Trace
              Foam, FMXI, Citibank, N.A., The Bank of Nova Scotia, the
              institutions from time to time parties thereto as lenders, the
              institutions parties thereto as issuing banks and Citibank, N.A. and
              The Bank of Nova Scotia, as Administrative Agents.
  4.32(a)   - Guaranties, dated November 18, 1993, executed by each of Foamex
              L.P., General Felt and Perfect Fit, as guarantor, respectively, in
              favor of Citibank, N.A., as Administrative Agent, for the ratable
              benefit of the lenders and the issuing banks, guaranteeing the
              obligations of one another under the Credit Agreement.
  4.33(a)   - Guaranty, dated November 18, 1993, executed by FCC in favor of
              Citibank, N.A., as Administrative Agent, for the ratable benefit of
              the lenders and the issuing banks, guaranteeing the obligations of
              Foamex L.P., General Felt and Perfect Fit under the Credit
              Agreement.
  4.34(i)   - Amended and Restated Guaranty, dated as of June 28, 1994, executed
              by 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(p)   - 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.
  
                                        21
  
  <PAGE>
  
  4.36(p)   - 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.
  4.37(a)   - Security Agreements, dated November 18, 1993, executed by each of
              Foamex L.P., General Felt, Perfect Fit, and FCC, respectively, and
              Citibank N.A., as Administrative Agent for the lenders and the
              issuing banks under the Credit Agreement.
  4.38(i)   - Amendatory Agreement, dated as of June 28, 1994, among Foamex
              L.P., General Felt, Perfect Fit, FCC, and Citibank, N.A., as
              collateral agent under the Credit Agreement.
  4.38.1(r) - Form of Amendatory Agreement, dated as of July 30, 1996, among
              Foamex L.P., General Felt Industries, Inc., Foamex Capital
              Corporation, and Citibank N.A., as collateral agent under the Credit
              Agreement.
  4.39(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.
  4.40(a)   - Subordinated Promissory Note, dated as of May 6, 1993, in the
              original principal amount of $7,014,864 executed by Foamex L.P. to
              Rallis.
  4.41(a)   - Marely Loan Commitment Agreement, dated as of December 14, 1993,
              by and between Foamex International and Marely.
  4.42(a)   - DLJ Loan Commitment Agreement, dated as of December 14, 1993, by
              and between Foamex International and DLJ Funding.
  4.43(r)   - Promissory Note, dated July 7, 1996, in the aggregate principal
              amount of $4,372,516, executed by Trace Holdings to Foamex L.P.
  10.1(b)   - Interest Rate and Currency Exchange Agreement, dated as of June
              14, 1993, among Foamex L.P., FCC, and Salomon Brothers Holdings
              Company Inc ("Salomon Holdings").
  10.2(m)   - Swap Agreement, dated as of March 31, 1994, and amended in
              November 1994, by and between Foamex L.P. and Citibank, N.A.
  10.3(p)   - Amended Confirmation Letter Agreement, dated as of February 2,
              1996, by and between Foamex L.P. and Citibank, N.A.
  10.3.1(r) - Amended Confirmation Letter Agreement, dated as of May 29, 1996,
              by and between Foamex L.P. and Citibank, N.A.
  10.4(b)   - Revised Swap Transaction Letter Agreement, dated as of June 10,
              1993, among Foamex L.P., FCC and Salomon Holdings.
  10.5(d)   - Reimbursement Agreement, dated as of March 23, 1993, between Trace
              Holdings and General Felt.
  10.6(d)   - Shareholder Agreement, dated December 31, 1992, among Recticel,
              s.a., Recticel Holding Noord B.V., Foamex L.P., Beamech Group
              Limited, LME-Beamech, Inc., James Brian Blackell, and Prefoam AG
              relating to foam technology sharing arrangement.
  10.7(e)   - Asset Transfer Agreement, dated as of October 2, 1990, between
              Trace Holdings and the Foamex L.P. (the "Trace Holdings Asset
              Transfer Agreement").
  10.8(e)   - First Amendment, dated as of December 19, 1991, to the Trace
              Holdings Asset Transfer Agreement.
  10.9(e)   - Amended and Restated Guaranty, dated as of December 19, 1991, made
              by Trace Foam in favor of Foamex L.P.
  10.10(e)  - Asset Transfer Agreement, dated as of October 2, 1990, between RFC
              and Foamex L.P. (the "RFC Asset Transfer Agreement").
  10.11(e)  - First Amendment, dated as of December 19, 1991, to the RFC Asset
              Transfer Agreement.
  10.12(e)  - Schedule 5.03 to the RFC Asset Transfer Agreement (the "5.03
              Protocol").
  10.13(d)  - The 5.03 Protocol Assumption Agreement, dated as of October 13,
              1992, between RFC and Foamex L.P.
  10.14(d)  - Letter Agreement between Trace Holdings and Recticel regarding the
              Recticel guaranty, dated as of July 22, 1992.
  10.15(e)  - Supply Agreement between Recticel s.a., formerly known as Gechem
              s.a., and Foamex L.P., dated as of August 1, 1991.
  
                                        22
  
  <PAGE>
  
  10.16(i)  - Supply Agreement, dated June 28, 1994, between Foamex L.P. and
              Foamex International.
  10.17(i)  - First Amended and Restated Tax Sharing Agreement, dated as of
              December 14, 1993, among Foamex L.P., Trace Foam, FMXI, and Foamex
              International.
  10.18(i)  - Tax Sharing Agreement, dated as of June 28, 1994, among FJPS and
              Foamex International.
  10.19(d)  - Trace Foam Management Agreement between Foamex L.P. and Trace
              Foam, dated as of October 13, 1992.
  10.20(i)  - Affirmation Agreement re: Management Agreement, dated as of
              December 14, 1993 between Foamex L.P. and Trace Foam.
  10.21(d)  - Agreement and Plan of Merger, dated as of March 11, 1993, among
              Foamex L.P., GFI Acquisition, Inc. and General Felt.
  10.22(c)  - Agreement and Plan of Merger, dated as of March 1, 1993, among
              Great Western, Rallis, Foamex L.P. and Kyoto Merger, Inc.
  10.23(e)  - Salaried Incentive Plan of Foamex L.P. and Subsidiaries.
  10.24(e)  - Trace Holdings 1987 Nonqualified Stock Option Plan.
  10.25(e)  - Equity Growth Participation Program.
  10.26(e)  - Foamex L.P. Salaried Retirement Plan (formerly known as the Foamex
              L.P. Products, Inc. Salaried Employee Retirement Plan), as amended,
              effective July 1, 1984.
  10.27(m)  - General Felt Industries, Inc. Retirement Plan for Salaried
              Employees, effective as of January 1, 1995.
  10.28(e)  - Foamex L.P. 401(k) Savings Plan dated January 1, 1989.
  10.29(o)  - Foamex/GFI 401(k) Savings Plan dated July 1, 1995.
  10.30(a)  - Foamex International's 1993 Stock Option Plan.
  10.31(a)  - Foamex International's Non-Employee Director Compensation Plan.
  10.32(a)  - Employment Agreement, dated as of May 6, 1993, by and between
              Foamex L.P. and Rallis.
  10.33(f)  - Employment Agreement, dated as of February 1, 1994, by and between
              Foamex L.P. and William H. Bundy.
  10.34(p)  - Employment Agreement, dated as of July 26, 1995, by and between
              Foamex L.P. and Salvatore J. Bonanno.
  10.35(a)  - Stock Exchange Agreement, dated as of October 25, 1993, among
              Perfect Fit, the stockholders which are parties thereto, Foamex
              International and Foamex L.P. (the "Perfect Fit Stock Exchange
              Agreement").
  10.36(a)  - Amendment No. 1 to the Perfect Fit Stock Exchange Agreement, dated
              November 18, 1993.
  10.37(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.
  10.38(a)  - Exchange Agreement, dated as of December 14, 1993, by and between
              Foamex International and RFC.
  10.39(a)  - Withdrawal Agreement, dated as of December 14, 1993, by and
              between Foamex L.P. and RFC.
  10.40(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.
  10.41(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.
  10.42(a)  - Exchange Agreement, dated as of December 14, 1993, by and between
              Foamex International and Marely.
  10.43(a)  - Warrant Exchange Agreement, dated as of December 14, 1993, by and
              between Foamex International and Marely.
  10.44(a)  - Redemption and Withdrawal Agreement, dated as of December 14,
              1993, by and between Foamex L.P. and Marely.
  10.45(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.
  10.46(a)  - Exchange Agreement, dated as of December 14, 1993, by and between
              Foamex International and DLJ Funding.
  
  
                                        23
  
  <PAGE>
  
  10.47(a)  - Warrant Exchange Agreement, dated as of December 14, 1993, by and
              between Foamex International and DLJ Funding.
  10.48(a)  - Redemption and Withdrawal Agreement, dated as of December 14,
              1993, by and between Foamex L.P. and DLJ Funding.
  10.49(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.
  10.50(a)  - Exchange Agreement, dated as of December 14, 1993, by and between
              Foamex International and Rallis.
  10.51(a)  - Partial Redemption Agreement, dated as of December 14, 1993, by
              and between Foamex L.P. and Rallis.
  10.52(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.
  10.53(a)  - Amended and Restated Put Option Agreement, dated as of December
              14, 1993, by and between Trace Holdings and Rallis.
  10.54(a)  - Exchange Agreement, dated as of December 14, 1993, by and between
              Foamex International and Trace Holdings.
  10.55(a)  - Redemption and Withdrawal Agreement, dated as of December 14,
              1993, by and between Foamex L.P. and Trace Holdings.
  10.56(a)  - Exchange Agreement, dated as of December 14, 1993, by and between
              Foamex International and Trace Foam.
  10.57(a)  - Withdrawal Agreement, dated as of December 14, 1993, by and
              between Foamex L.P. and Trace Foam.
  10.58(a)  - Exchange Agreement, dated as of December 14, 1993, by and between
              Foamex International and FCD Sub.
  10.59(a)  - Redemption and Withdrawal Agreement, dated as of December 14,
              1993, by and between Foamex L.P. and FCD Sub.
  10.60(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.
  10.61(f)  - Stock Purchase Agreement, dated as of December 23, 1993, by and
              among Transformacion de Espumas y Fieltros, S. A., the stockholders
              which are parties thereto, and Foamex L.P.
  10.62(q)  - 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.
  
  --------------------
  
  (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.
  
  
                                        24
  
  <PAGE>
  
  (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
            L.P.'s Registration Statement on Form S-1, Registration No.
            33-75510.
  
  (h)       Incorporated by reference to the Exhibit to the Form 10-Q of Foamex
            International for the quarterly period ended July 3, 1994.
  
  (i)       Incorporated herein by reference to the Exhibit to the Registration
            Statement of FJPS, FJCC and Foamex International on Form S-4,
            Registration No. 33-82028.
  
  (j)       Incorporated herein by reference to the Exhibit to the quarterly
            report on Form 10-Q of JPS Automotive L.P. and JPS Automotive
            Products Corp. for the fiscal quarter ended October 2, 1994.
  
  (k)       Incorporated herein by reference to the Exhibit to the quarterly
            report on Form 10-Q of Foamex L.P. and Foamex L.P. Capital
            Corporation, and General Felt Industries, Inc. for the fiscal
            quarter ended October 2, 1994.
  
  (l)       Incorporated herein by reference to the Exhibit to the Registration
            Statement on Form S-1 of Foamex International, Registration No.
            33-85488.
  
  (m)       Incorporated herein by reference to the Exhibit to the Form 10-K of
            Foamex International for fiscal 1994.
  
  (n)       Incorporated herein by reference to the Exhibit to the Form 10-K of
            Foamex L.P. for fiscal 1994.
  
  (o)       Incorporated herein by reference to the Exhibit to the Form 10-Q of
            Foamex L.P. for the quarterly period ended July 2, 1995.
  
  (p)       Incorporated herein by reference to the Exhibit to the Form 10-K of
            Foamex L.P. for fiscal 1995.
  
  (q)       Incorporated herein by reference to the Exhibit to the Form 8-K of
            Foamex L.P. dated June 11, 1996.
  
  (r)       Incorporated herein by reference to the Exhibit to the Form 10-Q of
            Foamex L.P. for the quarterly period ended June 30, 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:
  
            Form 8-K reporting an event that occurred on August 1, 1996 (sale of
            Perfect Fit including pro forma financial information).
  
  
                                        25
  
  <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:  November 11, 1996                 By:   /s/ Kenneth R. Fuette
                                                ----------------------
                                                Kenneth R. Fuette
                                                Chief Financial Officer and
                                                Chief Accounting Officer
  
  
                                            FOAMEX CAPITAL CORPORATION
  
  
  Date:  November 11, 1996                  By:   /s/ Kenneth R. Fuette
                                                 ----------------------
                                                 Kenneth R. Fuette
                                                 Chief Financial Officer and
                                                 Chief Accounting Officer
  
  
                                        26
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text: SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM 10-Q
  
                  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934
  
                  For the quarterly period ended September 29, 1996
  
                      Commission file 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 November 1, 1996 was 1,000.
  
                                    Page 1 of 26
                            Exhibit List on Page 19 of 26
  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 and Thirty-Nine Week Periods Ended
            September 29, 1996 and October 1, 1995                         3
  
            Condensed Consolidated Balance Sheets as of September
            29, 1996 and December 31, 1995                                 4
  
            Condensed Consolidated Statements of Cash Flows -
            Thirty-Nine Week Periods Ended September 29, 1996 and
            October 1, 1995                                                5
  
            Notes to Condensed Consolidated Financial Statements           6
  
            Foamex Capital Corporation
  
            Balance Sheets as of September 29, 1996 and December
            31, 1995                                                      12
  
            Notes to Balance Sheets                                       13
  
       Item 2. Management's Discussion and Analysis of Financial
               Condition and Results of Operations                        14
  
  Part II.  Other Information                                             19
  
            Exhibit List                                                  19
  
            Signatures                                                    26
  
                                          2
  PART I.  FINANCIAL INFORMATION
  ITEM 1.  FINANCIAL STATEMENTS
  
                            FOAMEX L.P. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
  13 Week Periods Ended                   39 Week Periods Ended
                                                   September 29,         October 1,        September 29,         October 1,
                                                       1996                1995               1996                  1995
                                                                                 (thousands)
  NET SALES                                         $ 236,766           $ 217,036           $ 696,344           $ 651,928
  
  COST OF GOODS SOLD                                  196,806             186,227             582,186             555,257
                                                    ---------           ---------           ---------           ---------
  
  GROSS PROFIT                                         39,960              30,809             114,158              96,671
  
  SELLING, GENERAL AND
     ADMINISTRATIVE EXPENSES                           15,057              13,897              42,184              41,095
                                                    ---------           ---------           ---------           ---------
  
  INCOME FROM OPERATIONS                               24,903              16,912              71,974              55,576
  
  INTEREST AND DEBT ISSUANCE EXPENSE                   11,131              11,037              31,855              33,604
  
  OTHER INCOME, NET                                       539                 144               1,076                 482
                                                    ---------           ---------           ---------           ---------
  
  INCOME FROM CONTINUING OPERATIONS
     BEFORE PROVISION FOR INCOME TAXES                 14,311               6,019              41,195              22,454
  
  PROVISION FOR INCOME TAXES                            2,866                 805               6,584               2,926
                                                    ---------           ---------           ---------           ---------
  
  INCOME FROM CONTINUING OPERATIONS                    11,445               5,214              34,611              19,528
                                                    ---------           ---------           ---------           ---------
  
  DISCONTINUED OPERATIONS:
  
  OPERATING LOSS FROM DISCONTINUED
     OPERATIONS, NET OF INCOME TAXES                       --                (142)               (230)                (640)
  
  LOSS ON DISPOSAL OF DISCONTINUED
     OPERATIONS, NET OF INCOME TAXES                   (1,989)                 --             (41,286)                 --
                                                    ---------           ---------           ---------           ---------
  
  LOSS FROM DISCONTINUED OPERATIONS                    (1,989)               (142)            (41,516)               (640)
                                                    ---------           ---------           ---------           ---------
  
  INCOME (LOSS) BEFORE EXTRAORDINARY LOSS               9,456               5,072              (6,905)             18,888
  
  EXTRAORDINARY LOSS ON EARLY EXTINGUISHMENT
     OF DEBT                                             (672)                 --                (672)                 --
                                                    ---------           ---------           ---------           ---------
  
  NET INCOME (LOSS)                                 $   8,784           $   5,072           $  (7,577)          $  18,888
                                                    =========           =========           =========           =========
  The accompanying notes are an integral part of the condensed
                         consolidated financial statements.
  
                                          3
  FOAMEX L.P. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
  September 29,        December 31,
  ASSETS                                                       1996                1995
                                                                      (thousands)
  CURRENT ASSETS:
       Cash and cash equivalents                            $  47,488           $     638
       Accounts receivable, net                               139,220             113,583
       Inventories                                             90,089              89,952
       Other current assets                                    26,501              22,101
                                                            ---------           ---------
  
          Total current assets                                303,298             226,274
  
  PROPERTY, PLANT AND EQUIPMENT, NET                          173,237             169,111
  
  COST IN EXCESS OF ASSETS ACQUIRED, NET                       89,287              91,165
  
  DEBT ISSUANCE COSTS, NET                                     16,139              18,703
  
  NET ASSETS OF DISCONTINUED OPERATIONS                            --              85,237
  
  OTHER ASSETS                                                 10,960              17,325
                                                            ---------           ---------
  
  TOTAL ASSETS                                              $ 592,921           $ 607,815
                                                            =========           =========
  
  LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
  
  CURRENT LIABILITIES:
       Short-term borrowings                                $   5,169           $   2,199
       Current portion of long-term debt                       15,467               8,511
       Accounts payable                                        76,469              67,658
       Accounts payable to related parties                      9,575              11,731
       Accrued interest                                        20,249               9,591
       Accrued restructuring charges                            9,381              18,732
       Other accrued liabilities                               47,801              41,434
                                                            ---------           ---------
  
          Total current liabilities                           184,111             159,856
                                                            ---------           ---------
  
  LONG-TERM DEBT                                              409,006             433,956
                                                            ---------           ---------
  
  OTHER LIABILITIES                                            23,847              26,563
                                                            ---------           ---------
  
  COMMITMENTS AND CONTINGENCIES                                    --                  --
                                                            ---------           ---------
  
  PARTNERS' EQUITY (DEFICIT):
       General partners                                           275                 404
       Limited partner                                         40,114              46,080
       Note receivable from partner                           (51,854)            (44,444)
       Other                                                  (12,578)            (14,600)
                                                            ---------           ---------
  
          Total partners' equity (deficit)                    (24,043)            (12,560)
                                                            ---------           ---------
  
  TOTAL LIABILITIES AND PARTNERS' EQUITY (DEFICIT)          $ 592,921           $ 607,815
                                                            =========           =========
  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)
  39 Week Periods Ended
                                                                          September 29,      October 1,
                                                                              1996              1995
                                                                                   (thousands)
  OPERATING ACTIVITIES:
  Net income (loss)                                                    $ (7,577)          $ 18,888
     Adjustments to reconcile net income to net cash provided
         by operating activities:
         Depreciation and amortization                                      15,945             16,755
         Amortization of debt issuance costs and debt discount               2,124              2,019
         Extraordinary loss on early extinguishment of debt                    672                 --
         Loss on disposition of discontinued operations                     40,551                 --
         Changes in operating assets and liabilities                       (18,078)             2,812
         Changes in discontinued operations                                    406             (9,576)
                                                                          --------           --------
  
            Net cash provided by operating activities                       34,043             30,898
                                                                          --------           --------
  
  INVESTING ACTIVITIES:
     Capital expenditures                                                  (14,536)           (14,063)
     Acquisition, net of cash acquired                                          --             (7,272)
     Proceeds from sale of discontinued operations                          45,425                 --
     Other investing activities                                              1,745             (1,734)
     Discontinued operations investing activities                             (919)            (3,502)
                                                                          --------           --------
  
            Net cash provided by (used for) investing activities            31,715            (23,103)
                                                                          --------           --------
  
  FINANCING ACTIVITIES:
     Net proceeds from short-term borrowings                                 2,970                312
     Net repayments of revolving loans                                          --             (3,000)
     Repayment of long-term debt                                           (18,392)            (6,545)
     Distributions to partners                                              (3,478)            (2,340)
     Other financing activities                                                 (8)              (584)
                                                                          --------           --------
  
            Net cash used for financing activities                         (18,908)           (12,157)
                                                                          --------           --------
  
  NET INCREASE (DECREASE) IN
     CASH AND CASH EQUIVALENTS                                              46,850             (4,362)
  
  CASH AND CASH EQUIVALENTS
     AT BEGINNING OF PERIOD                                                    638             19,974
                                                                          --------           --------
  
  CASH AND CASH EQUIVALENTS
     AT END OF PERIOD                                                     $ 47,488           $ 15,612
                                                                          ========           ========
  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. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
     Foamex L.P.'s condensed consolidated balance sheet as of December 31, 1995
  has been condensed from the audited consolidated balance sheet at that date and
  restated for discontinued operations (see Note 2 below). The condensed
  consolidated balance sheet as of September 29, 1996, the condensed consolidated
  statements of operations for the thirteen and thirty-nine week periods ended
  September 29, 1996 and October 1, 1995, and the condensed consolidated cash
  flows for the thirty-nine week periods ended September 29, 1996 and October 1,
  1995 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 statements of operations for the thirteen and thirty-nine week
  periods ended October 1, 1995 and the condensed consolidated statement of cash
  flows for the thirty-nine week period ended October 1, 1995 have been restated
  for discontinued operations (see Note 2 below). In the opinion of management,
  all adjustments, consisting only of normal recurring adjustments, considered
  necessary for a fair presentation of the consolidated financial position,
  results of operations and cash flows have been included. In addition, the
  condensed consolidated financial statements have been restated to reflect the
  contribution of Foamex Latin America, Inc. ("Latin America") by Foamex
  International Inc. ("Foamex International") as further discussed in Note 4.
  
     On August 1, 1996, Foamex L.P. consummated the sale of the home comfort
  products business of Perfect Fit Industries, Inc. ("Perfect Fit") (which
  comprised the home comfort products segment of Foamex L.P. and substantially all
  of the assets of Perfect Fit). Accordingly, the accompanying condensed
  consolidated financial statements reflects the home comfort products business
  segment as discontinued operations. See Note 2 below for further discussion.
  
     Certain information and note disclosures normally included in the financial
  statements prepared in accordance with generally accepted accounting principles
  have been condensed or omitted in accordance with the rules and regulations of
  the Securities and Exchange Commission. These condensed consolidated financial
  statements should be read in conjunction with Foamex L.P.'s 1995 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 31, 1995.
  
  2. DISCONTINUED OPERATIONS
  
     On August 1, 1996, Foamex L.P. completed the sale of the outstanding common
  stock of Perfect Fit, a wholly-owned subsidiary, for an adjusted sale price of
  approximately $45.4 million, subject to post-closing adjustments. In addition,
  Perfect Fit made approximately $2.0 million of payments against its intercompany
  loan with Foamex L.P. The sale included substantially all of the net assets of
  the home comfort products segment with a net book value of approximately $81.9
  million. Actual and estimated transaction expenses related to the sale totaled
  approximately $2.0 million. Foamex L.P. has recorded a loss on disposal of
  discontinued operations of approximately $41.3 million including an operating
  loss of approximately $0.7 million during the phase-out period (net of income
  tax benefits of $0.4 million) relating to the sale of Perfect Fit during the
  thirty-nine week period ended September 29, 1996. A valuation allowance has been
  provided for the capital loss relating to the sale of Perfect Fit since Foamex
  L.P. expects that its future capital gain taxable income will more likely not be
  sufficient to fully recognize the deferred tax asset relating to the capital
  loss carryforward.
  
                                          6
  FOAMEX L.P. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  2. DISCONTINUED OPERATIONS (continued)
  
     Summary operating results of Foamex L.P.'s discontinued operations were as
  follows:
  13 Week Periods Ended         39 Week Periods Ended
                                                          September 29,   October 1,  September 29,    October 1,
                                                              1996          1995          1996           1995
                                                                                 (thousands)
  Sales                                                   $     --      $25,243         $ 50,097         $73,093
  
  Gross profit                                                  --        4,318            8,065          12,444
  
  Income from operations                                        --          516            1,123           1,713
  
  Interest and debt issuance expense                            --        1,222            2,384           3,614
  
  Loss before provision for income taxes                        --         (706)          (1,609)         (1,901)
  
  Benefit for income taxes                                      --          564            1,379           1,261
  
  Loss from discontinued operations,
      net of income taxes                                       --         (142)            (230)           (640)
  Foamex L.P.'s discontinued operations include the operations of Perfect Fit
  through June 1996.
  
     Net assets of Foamex L.P.'s discontinued operations (excluding intercompany
  net assets) at December 31, 1995 are as follows:
  
                                                    December 31,
                                                       1995
                                                    (thousands)
  Current assets                                     $31,177
  
  Property, plant and equipment, net                  22,618
  
  Cost in excess of assets acquired, net              40,333
  
  Other assets                                           306
                                                     -------
  
     Total assets                                     94,434
                                                     -------
  
  Current liabilities                                  9,197
                                                     -------
  
     Total liabilities                                 9,197
                                                     -------
  
  Net assets                                         $85,237
                                                     =======
  
                                          7
  FOAMEX L.P. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  3. INVENTORIES
  
     The components of inventories consist of:
  
                                    September 29,    December 31,
                                        1996             1995
                                             (thousands)
  Raw materials and supplies          $49,774          $49,963
  Work-in-process                      13,727           14,451
  Finished goods                       26,588           25,538
                                      -------          -------
  
      Total                           $90,089          $89,952
                                      =======          =======
  
  4. RELATED PARTY TRANSACTIONS
  
     In April 1996, Foamex International contributed the foam products operations
  of Latin America to Foamex L.P. The contribution was accounted for in a manner
  similar to a pooling of interest since the entities are under common control.
  Accordingly, all periods presented have been restated to reflect the results of
  operations and financial position of Latin America. Net sales and net income
  (loss) of the separate companies for the periods preceding the contribution
  were:
  Foamex L.P.       Latin America      Eliminations     Combined
     13 Week Period Ended October 1, 1995:                                    (thousands)
  Net sales                                  $213,445            $4,233             $(642)       $217,036
   
     Net income                                    4,907               165                --           5,072
  
     39 Week Period Ended October 1, 1995:
  
     Net sales                                   645,609             7,272              (953)        651,928
  
     Net income (loss)                            19,099              (211)               --          18,888
  Foamex L.P. has an $87.9 million principal amount note due 2006 from its 98%
  limited partner, Foamex-JPS Automotive L.P. ("FJPS"), for $35.3 million (the
  "FJPS Note"). The original issue discount of $52.6 million is being amortized
  using the weighted average to maturity method over the life of the issue. No
  cash interest is payable on the FJPS Note prior to July 2000; rather the FJPS
  Note accretes on a daily basis and compounds semiannually at the rate of 15.50%
  per annum through June 1996; 15.75% per annum thereafter through June 1997; and
  16.00% per annum thereafter through June 2000. Interest will be due semiannually
  in cash at 16.00% per annum from July 2000 through the maturity date. The FJPS
  Note and related transactions have been classified in partners' equity (deficit)
  since the companies are related. Also, the accretion of $5.4 million and $4.7
  million for the thirty-nine week periods ended September 29, 1996 and October 1,
  1995 have been reflected as a direct increase in the FJPS Note and the partners'
  capital accounts, thereby excluded from the condensed consolidated statements of
  operations.
  
                                          8
  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 Foamex
  International. Pursuant to the terms of the Supply Agreement, 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 September 29,
  1996 and October 1, 1995, Foamex L.P. purchased approximately $30.2 million and
  $20.2 million, respectively, of raw materials under the Supply Agreement. During
  the thirty-nine week periods ended September 29, 1996 and October 1, 1995,
  Foamex L.P. purchased approximately $84.3 million and $69.3 million,
  respectively, of raw materials under the Supply Agreement. As of September 29,
  1996 and December 31, 1995, Foamex L.P. had accounts payable to Foamex
  International of approximately $9.6 million and $11.7 million, respectively,
  associated with the Supply Agreement.
  
     In December 1995, Foamex L.P. entered into a $2.0 million promissory note
  with Foamex International. The note bears interest at a rate per annum equal to
  six months LIBOR plus 4.0% and is payable semiannually in June and December. The
  note matures in December 1997. The note has been classified in the other
  component of partners' equity (deficit).
  
     On July 7, 1996, Trace International Holdings, Inc. ("Trace Holdings") issued
  to Foamex L.P. a promissory note for $4.4 million in principal amount plus
  accrued interest of $0.4 million, which is an extension of a promissory note of
  Trace Holdings that was due in July 1996. The promissory note is due and payable
  on demand or, if no demand is made, on July 7, 1997, and bears interest at 9.5%
  payable quarterly in arrears commencing October 1, 1996. The promissory note is
  included in the other component of partners' equity (deficit).
  
  5. LONG-TERM DEBT
  
     Foamex L.P. used approximately $12.0 million of the net proceeds from the
  sale of Perfect Fit to repay bank term loan borrowings on August 1, 1996. In
  addition, on September 23, 1996, Foamex L.P. offered to redeem approximately
  $29.8 million of its public debt at 101% of the principal amount using available
  proceeds from the Perfect Fit sale. As of October 31, 1996, the date the offer
  expired, approximately $11.0 million of Foamex L.P. public debt was tendered for
  redemption and has been classified as current in the condensed consolidated
  balance sheet as of September 29, 1996. On November 8, 1996, Foamex L.P. issued
  a supplemental offer to redeem up to an additional $18.8 million of its public
  debt at 101% of the principal amount.
  
  6. ENVIRONMENTAL MATTERS 
  
     Foamex L.P. has reported to appropriate state authorities that it has found
  soil and groundwater contamination in excess of state standards at three
  facilities and soil contamination in excess of state standards at four other
  facilities. 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. As
  of September 29, 1996, Foamex L.P. has environmental accruals of $1.2 million
  for the remaining potential remediation costs for these facilities based on
  engineering estimates.
  
     Federal regulations require that by 1998 all underground storage tanks
  ("USTs") be removed or upgraded in most states to meet applicable standards.
  Foamex L.P., like many other companies engaged in manufacturing, has USTs that
  will require removal. Due to the age of many of Foamex L.P.'s approximately
  twelve storage tanks, leakage has occurred from a few of these USTs resulting in
  soil and possibly groundwater contamination. Foamex L.P. has accrued costs of
  $0.5 million based on engineering estimates that the cost of removing the tanks
  and remediation costs associated therewith ranges from approximately $0.4
  million to $1.1 million. However, the full extent of contamination and,
  accordingly, the actual cost of such remediation cannot be predicted with any
  degree of certainty at this time. Foamex L.P. believes that its USTs do not pose
  
                                          9
  FOAMEX L.P. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  6. ENVIRONMENTAL MATTERS (continued)
  
  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. Foamex L.P. has
  been designated as a Potentially Responsible Party ("PRP") by the United States
  Environmental Protection Agency (the "EPA") with respect to eleven sites, with
  an estimated total liability to Foamex L.P. for the eleven sites of less than
  approximately $0.2 million. Estimates of total cleanup costs and fractional
  allocations of liability are generally provided by the EPA or the committee of
  PRP's with respect to the specified site. In each case, the participation of
  Foamex L.P. is considered to be immaterial.
  
     As of September 29, 1996, the recorded environmental liability amounts to
  $5.1 million, $1.2 million of which is included in current liabilities. In
  addition, Foamex L.P. has a receivable of $0.6 million, net of an allowance of
  approximately $1.0 million relating to potential disagreements regarding the
  scope of indemnification for environmental liabilities from former partners of
  Foamex L.P., which is included in current assets. Foamex L.P. believes that
  realization of the receivables established for indemnification is probable.
  
     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 November 11, 1996, Foamex L.P. and Trace Holdings were two of multiple
  defendants in actions filed on behalf of approximately 4,800 persons in various
  United States federal and state courts and one Canadian provincial court by
  recipients of breast implants, some of which allege substantial damages, but
  most of which allege unspecified damages for personal injuries of various types.
  Five of these cases seek to allege claims on behalf of all breast implant
  recipients or other allegedly affected parties, but no class has been approved
  or certified by the court. In addition, three cases have been filed alleging
  claims on behalf of approximately 2,600 residents of Australia, New Zealand,
  England, and Ireland. During 1995, Foamex L.P. and Trace Holdings were granted
  summary judgments and dismissed as defendants from all cases in the federal
  courts of the United States and the state courts of California. Appeals for
  these decisions were withdrawn and the decisions are final. In addition, two of
  the cases filed on behalf of approximately 900 foreign plaintiffs were dismissed
  on the grounds that the cases could not be brought in the United States courts.
  This decision is subject to appeal. Foamex L.P. believes that the number of
  suits and claimants may increase. Although breast implants do not contain foam,
  certain silicone gel implants were produced using a polyurethane foam covering
  fabricated by independent distributors or fabricators from bulk foam purchased
  from Foamex L.P. or Trace Holdings. Neither Foamex L.P. nor Trace Holdings
  recommended, authorized or approved the use of its foam for these purposes.
  While it is not feasible to predict or determine the outcome of these actions,
  based on management's present assessment of the merits of pending claims, after
  consultation with the general counsel of Trace Holdings, management believes
  that the disposition of matters that are pending or that may reasonably be
  anticipated to be asserted should not have a material adverse effect on either
  Foamex L.P.'s or Trace Holdings' consolidated financial position or results of
  operations. In addition, Foamex L.P. is also indemnified by Trace Holdings for
  any such liabilities relating to foam manufactured prior to the capitalization
  
                                         10
  FOAMEX L.P. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  7. LITIGATION (continued)
  
  of Foamex L.P. in October 1990. Although Trace Holdings has paid Foamex L.P.'s
  litigation expenses, pursuant to such indemnification, and management believes
  Trace Holdings will be in a position to continue to pay such expenses, there can
  be no assurance that Trace Holdings will be able to continue to provide such
  indemnification. Based on information available at this time with respect to the
  potential liability, 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.
  
     Foamex L.P. is one of multiple defendants in actions alleging bodily injury
  and diminution in property value as a result of alleged violations of Tennessee
  hazardous waste regulations at Foamex L.P.'s Morristown, Tennessee facilities.
  Recticel Foam Corporation ("RFC") has indemnified Foamex L.P. with respect to
  losses arising from certain events, such as this alleged violation, that had
  occurred prior to October 2, 1990. Based on information available at this time
  with respect to the potential liability, after consultation with the general
  counsel of Trace Holdings, 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.
  
     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.
  
                                         11
  FOAMEX CAPITAL CORPORATION
                     (A Wholly-Owned Subsidiary of Foamex L.P.)
                             BALANCE SHEETS (unaudited)
  September 29,    December 31,
  ASSETS                                                           1996              1995
                                                                        (thousands)
  CASH                                                           $    1           $    1
                                                                 ======           ======
  
  LIABILITIES AND STOCKHOLDER'S EQUITY
  
  COMMITMENTS AND CONTINGENCIES                                  $   --           $   --
                                                                 ------           ------
  
  STOCKHOLDER'S EQUITY:
       Common stock, par value $.01 per share;
       1,000 shares authorized, issued and outstanding               --               --
       Additional paid-in capital                                     1                1
                                                                 ------           ------
  
          TOTAL STOCKHOLDER'S EQUITY                             $    1           $    1
                                                                 ======           ======
  The accompanying notes are an integral part of the balance sheets.
  
                                         12
  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 $116.7 million principal amount 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. In
  December 1993, in conjunction with Foamex International Inc's. ("Foamex
  International") initial public offering, Foamex L.P. defeased $43.3 million of
  Senior Secured Notes. 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 $150.0 million principal amount 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 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 $126.0 million principal amount 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 $7.0 million principal amount 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.
  
                                         13
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
       Foamex L.P. operates in the polyurethane foam products business segment
  with its wholly-owned subsidiaries, General Felt Industries, Inc., Foamex
  Fibers, Inc., Foamex Canada Inc., and Foamex Latin America, 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 August 1, 1996, Foamex L.P. consummated the sale of the home comfort
  products business of Perfect Fit Industries, Inc. ("Perfect Fit") (which
  comprised the home comfort products segment of Foamex L.P. and substantially all
  of the assets of Perfect Fit). Accordingly, the accompanying condensed
  consolidated financial statements reflects the home comfort products business
  segment as discontinued operations. See Note 2 below for further discussion.
  
       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.
  
  13 Week Period Ended September 29, 1996 Compared to 13 Week Period Ended 
  October 1, 1995
  
  Results of Operations
  
       Net sales for 1996 were $236.8 million as compared to $217.0 million in
  1995, an increase of $19.8 million or 9.1%. Carpet cushion net sales for 1996
  increased 13.4% to $77.0 million from $67.9 million in 1995 primarily due to
  increased selling prices late in the second quarter of 1996, as well as
  increased shipments of certain carpet cushion products. Cushioning foam net
  sales for 1996 increased 4.5% to $86.0 million from $82.3 million in 1995
  primarily due to an increase in net sales volume from both new and existing
  customers of bedding related products, as well as increased selling prices
  initiated at the beginning of 1996. Automotive foam net sales for 1996 increased
  8.5% to $55.9 million from $51.5 million in 1995 primarily due to a continued
  increase in net sales of tri-laminates and composite headliners and increased
  selling prices initiated at the beginning of 1996. Technical foam net sales for
  1996 increased 17.0% to $17.9 million from $15.3 million in 1995 primarily due
  to increased selling prices and increased net sales volume.
  
       Gross profit as a percentage of net sales increased to 16.9% for 1996 from
  14.2% in 1995 primarily due to selling price increases and improved material and
  production efficiencies.
  
       Income from operations increased to $24.9 million for 1996 from $16.9
  million in 1995 primarily due to improved gross profit margins as discussed
  above offset by an increase of $1.2 million in selling, general and
  administrative expenses for 1996. The increase in selling, general and
  administrative expenses is primarily due to increases associated with management
  realignment under the operational plan offset by reductions in salary,
  professional and travel costs.
  
       Income from continuing operations increased to $11.4 million for 1996 from
  $5.2 million in 1995 primarily due to the reasons cited above. The increase in
  interest and debt issuance expense is primarily due to (i) the inclusion in 1996
  continuing operations of interest expense on the $29.8 million of public debt
  that Foamex L.P. has offered to redeem (see Note 5 to the condensed consolidated
  financial statements); whereas for the 1995 period, this interest expense was
  allocated to discontinued operations (ii) offset by favorable results from
  interest rate swap agreements.
  
       The loss from discontinued operations totaling $2.0 million for 1996 is the
  result of the sale of Perfect Fit which was completed on August 1, 1996. See
  notes to condensed consolidated financial statements for further discussion.
  
                                         14
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
       The extraordinary loss on early extinguishment of debt of $0.7 million
  relates to the write-off of debt issuance costs associated with the early
  extinguishment of $12.0 million of bank term loan borrowings.
  
       Operating results for 1996 are expected to be influenced by various
  internal and external factors. These factors include, among other things, (i)
  the implementation of an operational plan to improve the profitability of the
  foam products segment, (ii) the completion of the consolidation of thirteen foam
  production, fabrication or branch locations, (iii) the potential reduction of
  long-term debt with substantially all of the proceeds from the sale of the home
  comfort products segment, (iv) additional raw material price increases, if any,
  by Foamex L.P.'s chemical suppliers and (v) Foamex L.P.'s success in passing on
  selling price increases to recover previous raw material cost increases.(1)
  
  39 Week Period Ended September 29, 1996 Compared to 39 Week Period Ended 
  October 1, 1995
  
  Results of Operations
  
       Net sales for 1996 were $696.3 million as compared to $651.9 million in
  1995, an increase of $44.4 million or 6.8%. Carpet cushion net sales for 1996
  increased 4.7% to $217.2 million from $207.5 million in 1995 primarily due to
  increased selling prices late in the second quarter of 1996 offset by a decrease
  in net sales volume during the first quarter of 1996. Cushioning foam net sales
  for 1996 increased 7.6% to $252.0 million from $234.2 million in 1995 primarily
  due to increased net sales volume from both new and existing customers of
  bedding related products, increased selling prices initiated at the beginning of
  1996 and the April 1995 acquisition of a company which manufactures cushioning
  products. Automotive foam net sales for 1996 increased 8.0% to $175.2 million
  from $162.2 million in 1995 primarily due to a continued increase in net sales
  of tri-laminates and composite headliners and increased selling prices initiated
  at the beginning of 1996. Technical foam net sales for 1996 increased 8.1% to
  $51.9 million from $48.0 million in 1995 primarily due to increased selling
  prices and increased net sales volume.
  
       Gross profit as a percentage of net sales increased to 16.4% for 1996 from
  14.8% in 1995 primarily due to selling price increases and improved material and
  production efficiencies.
  
       Income from operations increased to $72.0 million for 1996 from $55.6
  million in 1995 primarily due to improved gross profit margins as discussed
  above offset by an increase of $1.1 in selling, general and administrative
  expenses. The increase in selling, general and administrative expenses is
  primarily due to increases associated with management realignment under the
  operational plan offset by reductions in salary, professional and travel costs.
  
       Income from continuing operations increased to $34.6 million for 1996 from
  $19.5 million in 1995 primarily due to the reasons cited above and a decrease in
  interest and debt issuance expense of $1.7 million. The decrease in interest and
  debt issuance expense was primarily due to favorable results from interest rate
  swap agreements offset by the inclusion in 1996 continuing operations of
  interest expense on the $29.8 million of public debt that Foamex L.P. has
  offered to redeem (see Note 5 to the condensed consolidated financial
  statements); whereas for the 1995 period, this interest expense was allocated to
  discontinued operations.
  
       The loss from discontinued operations totaling $41.5 million for 1996 is
  the result of the sale of Perfect Fit which was completed on August 1, 1996 and
  the operating losses of Perfect Fit for the periods presented. See notes to
  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 associated with the early
  extinguishment of $12.0 million of bank term loan borrowings.
  
  (1)  This paragraph contains forward-looking statements and should be read in
       conjunction with the discussion regarding forward-looking statements set
       forth on Page 5 of Foamex L.P.'s Annual Report on Form 10-K.
  
                                         15
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
       Operating results for 1996 are expected to be influenced by various
  internal and external factors. These factors include, among other things, (i)
  the implementation of an operational plan to improve the profitability of the
  foam products segment, (ii) the completion of the consolidation of thirteen foam
  production, fabrication or branch locations, (iii) the potential reduction of
  long-term debt with substantially all of the proceeds from the sale of the home
  comfort products segment, (iv) additional raw material price increases, if any,
  by Foamex L.P.'s chemical suppliers and (v) Foamex L.P.'s success in passing on
  selling price increases to recover previous raw material cost increases.(1)
  
  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
  
       Liquidity
  
       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
  its revolving credit agreement, if necessary, will be adequate to meet the
  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 the Foamex L.P. credit facility (the "Foamex L.P. Credit
  Facility") and such noncompliance was not cured by Foamex L.P. or waived by the
  lenders. Foamex L.P. was in compliance with such covenants as of September 29,
  1996 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 financing agreements.
  
       Cash and cash equivalents increased $46.9 million during 1996 to $47.5
  million at September 29, 1996 from $0.6 million at December 31, 1995 primarily
  due to net proceeds received from the sale of Perfect Fit and improved operating
  results for 1996 as compared to 1995. Working capital increased $52.8 million
  for 1996 to $119.2 million at September 29, 1996 from $66.4 million at December
  31, 1995. The increase in working capital is primarily due to the net proceeds
  received on the sale of Perfect Fit and improved results from continuing
  operations. The net operating assets and liabilities (comprised of accounts
  receivable, inventories and accounts payable) increased $19.2 million to $143.3
  million at September 29, 1996 from $124.1 million at December 31, 1995 primarily
  due to an increase in accounts receivable offset by increased accounts payable.
  The increase in accounts receivable and accounts payable were primarily due to
  an increase in net sales for September 1996 as compared to December 1995.
  Inventories were fairly consistent as compared to December 31, 1995.
  
       Cash Flow from Operating Activities
  
       Cash flow from operating activities was $34.0 million and $30.9 million in
  1996 and 1995, respectively. Cash flow from operating activities increased for
  1996 as compared to 1995 primarily due to improved results from continuing
  operations and changes in the assets and liabilities of discontinued operations
  offset by a use of operating assets and liabilities.
  
  (1)  This paragraph contains forward-looking statements and should be read in
       conjunction with the discussion regarding forward-looking statements set
       forth on Page 5 of Foamex L.P.'s Annual Report on Form 10-K.
  
                                         16
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
       Cash Flow from Investing Activities
  
       During 1996, Foamex L.P. spent approximately $14.5 million on capital
  expenditures and expects to maintain spending for capital expenditures at this
  level for the foreseeable future.
  
       On August 1, 1996, Foamex L.P. consummated the Perfect Fit sale and
  received approximately $45.4 million in cash proceeds, subject to post-closing
  adjustments.
  
       Cash Flow from Financing Activities
  
       As of September 29, 1996, there were no outstanding revolving credit
  borrowings under the Foamex L.P. Credit Facility with unused availability of
  approximately $33.3 million.
  
       Borrowings by Foamex Canada Inc. as of September 29, 1996 were $3.7
  million under a revolving credit agreement with unused availability of
  approximately $0.8 million.
  
       During 1996, Foamex L.P. used approximately $12.0 million of the net
  proceeds from the sale of Perfect Fit to repay bank term borrowings.
  
  Interest Rate Swap Agreements
  
       Foamex L.P. enters into interest rate swaps to lower funding costs and/or
  to manage interest costs and exposure to changing interest rates. Foamex L.P.
  does not hold or issue financial instruments for trading purposes. Foamex L.P.
  has an interest rate swap agreement with a notional amount of $150.0 million
  through June 2000. Under the swap agreement, Foamex L.P. is obligated to make
  variable payments based on LIBOR in exchange for fixed payments at a rate of
  5.81% per annum by the swap partner payable semiannually in arrears. Interest
  expense will be subject to fluctuations in LIBOR. Foamex L.P. is exposed to
  credit loss in the event of nonperformance by the swap partner; however, the
  occurrence of this event is not anticipated.
  
       Also, Foamex L.P. has an interest rate swap agreement, as amended, for a
  notional amount of $150.0 million through December 1999. Under this agreement,
  Foamex L.P. has made variable payments based on LIBOR with a cap of 5.5% and a
  floor of 4.75% per annum for the six months ended in June 1995, variable
  payments based on LIBOR with a floor of 4.75% per annum for the six months ended
  in December 1995 and fixed payments at a rate of 5.81% per annum for the six
  months ended in June 1996 and is obligated to make fixed payments at a rate of
  5.81% per annum, for the remainder of the agreement, in exchange for variable
  payments by the swap partner at the rate of LIBOR plus 0.80% per annum for the
  six months ended in June 1995, LIBOR plus 0.72% per annum for the six months
  ended in December 1995, LIBOR plus 2.45% per annum for the six months ended in
  June 1996, LIBOR plus 2.39% per annum for the six months ended in December 1996,
  the lower of 12.34% per annum less LIBOR or 7.34% per annum for the six months
  ended in June 1997 and December 1997 and 12.34% per annum less LIBOR for the
  remainder of the term of the agreement, payable semiannually in arrears. The
  swap partner has the ability to terminate the swap agreement in December 1997.
  Foamex L.P. is exposed to credit loss in the event of nonperformance by the swap
  partner; however, the occurrence of this event is not anticipated. Interest
  expense will be subject to fluctuations in LIBOR. The effect of the two interest
  rate swaps described above was a favorable adjustment to interest expense of
  $0.9 million and $0.2 million for the thirteen week periods and $2.8 million and
  $0.9 million for the thirty-nine week periods ended September 29, 1996 and
  October 1, 1995, respectively.
  
                                         17
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
  Environmental Matters
  
       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 did not have a material adverse effect on
  operations, financial position, capital expenditures or competitive position.
  The amount of liabilities recorded by Foamex L.P. in connection with
  environmental matters as of September 29, 1996 was $5.1 million. In addition, as
  of September 29, 1996, Foamex L.P. has receivables of $0.6 million, net of $1.0
  million allowance relating to potential disagreements regarding the scope of
  indemnification for environmental liabilities from former partners. 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.
  
  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.
  
                                         18
  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 31, 1995 and in Foamex L.P.'s Quarterly Reports
            for the fiscal quarters ended March 31, 1996 and June 30, 1996.
  
            The information from Notes 6 and 7 of the condensed consolidated
            financial statements of Foamex L.P. and subsidiaries as of September
            29, 1996 (unaudited) is incorporated herein by reference.
  
  Item 2.   Changes in Securities.
  
            None.
  
  Item 3.   Defaults Upon Senior Securities.
  
            None.
  
  Item 4.   Submission of Matters to a Vote of Security Holders.
  
            None.
  
  Item 5.   Other Information.
  
            None.
  
  Item 6.   Exhibits and Reports on Form 8-K.
  
            (a)  Exhibits
  
  3.1(a)    - Restated Certificate of Incorporation of 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.
  3.12(n)   - Certificate of Incorporation of Perfect Fit.
  3.13(n)   - By-laws of Perfect Fit.
  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.
  
                                        19
  4.2(a)    - First Supplemental Indenture, dated as of November 18, 1993, among
              Foamex International and FCC, as Issuers, General Felt and Perfect
              Fit, as Guarantors and Shawmut, as trustee, relating to the Senior
              Secured Notes.
  4.3(a)    - Second Supplemental Indenture, dated as of December 14, 1993,
              among Foamex L.P. and FCC, as Issuers, Foamex International, General
              Felt, and Perfect Fit, as Guarantors and Shawmut, as trustee,
              relating to the Senior Secured Notes.
  4.3.1     - Third Supplemental Indenture, dated as of August 1, 1996, by and
              among Foamex L.P. and Foamex Capital Corporation, as Issuers, Foamex
              International Inc., as parent guarantor, General Felt Industries,
              Inc., as guarantor, Perfect Fit Industries, Inc., as withdrawing
              guarantor, and Fleet National Bank, as Trustee, relating to the
              Senior Secured Notes.
  4.4(b)    - Company Pledge Agreement, dated as of June 3, 1993, by Foamex L.P.
              in favor of Shawmut, as trustee for the holders of the Senior
              Secured Notes.
  4.5(b)    - Company Pledge Agreement, dated as of June 3, 1993, by FCC in
              favor of Shawmut, as trustee for the holders of the Senior Secured
              Notes.
  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(a)    - Foamex L.P. Pledge Agreement, dated November 18, 1993, in
              connection with the Senior Secured Notes.
  4.9(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.
  4.10(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.
  4.11(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.
  4.12(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.
  4.13(a)   - Pledge Agreement of Perfect Fit, dated November 18, 1993, in
              connection with the Senior Secured Notes.
  4.14(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.
  4.15(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.
  4.16(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.
  4.17(a)   - Third Supplemental Indenture, dated as of December 14, 1993, among
              Foamex L.P. and FCC, as Issuers, Foamex International, General Felt,
              and Perfect Fit, as Guarantors and Shawmut Connecticut, as trustee,
              relating to the Senior Notes.
  4.17.1    - Fifth Supplemental Indenture, dated as of August 1, 1996, by and
              among Foamex L.P. and Foamex Capital Corporation, as Issuers, Foamex
              International Inc., as parent guarantor, General Felt Industries,
              Inc., as guarantor, Perfect Fit Industries, Inc., as withdrawing
              guarantor, and Fleet National Bank, as Trustee, relating to the
              Senior Notes.
  4.18(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.
  
                                        20
  4.19(c)   - Indenture, dated as of October 13, 1992, among Foamex L.P., FCC,
              and Shawmut Bank, ("Shawmut"), as trustee, relating to $126,000,000
              principal amount of 117/8% Senior Subordinated Debentures due 2004,
              including form of Senior Subordinated Debenture.
  4.20(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.
  4.21(a)   - Second Supplemental Indenture, dated as of November 18, 1993,
              among Foamex L.P. and FCC, as Issuers, General Felt and Perfect Fit,
              as Guarantors and Shawmut, as trustee, relating to the Senior
              Subordinated Debentures.
  4.21.1    - Fourth Supplemental Indenture, dated as of August 1, 1996, by and
              among Foamex L.P. and Foamex Capital Corporation, as Issuers, Foamex
              International Inc., as parent guarantor, General Felt Industries,
              Inc., as guarantor, Perfect Fit Industries, Inc., as withdrawing
              guarantor, and Fleet National Bank, as Trustee, relating to the
              Subordinated Debentures.
  4.22(b)   - Third Supplemental Indenture, dated as of December 14, 1993, among
              Foamex L.P. and FCC, as Issuers, Foamex International, General Felt,
              and Perfect Fit, as Guarantors and Shawmut, as trustee, relating to
              the Senior Subordinated Debentures.
  4.23(i)   - Indenture, dated as of June 28, 1994, among FJPS and FJCC, as
              Issuers, Foamex International Inc., as guarantor, and Shawmut
              Connecticut, as trustee, relating to $116,745,000 principal amount
              of Senior Secured Discount Debentures due 2004, including form of
              Senior Secured Discount Debenture.
  4.24(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(m)   - Pledge Agreement, dated as of June 28, 1994, among FJPS in favor
              of Foamex L.P. to secure its obligations under its Senior Note due
              2006.
  4.27(m)   - Pledge Agreement, dated as of June 28, 1994, made by JPS
              Automotive L.P. in favor of Foamex L.P. to secure FJPS's obligations
              under its Senior Note due 2006.
  4.28      - Commitment letter, dated July 9, 1996, from The Bank of Nova
              Scotia to Foamex Canada.
  4.29(d)   - Agreement of Undertaking, dated as of December 31, 1991, between
              Foamex L.P. and The Bank of Nova Scotia.
  4.30      - Third Amended and Restated Credit Agreement, dated as of July 30,
              1996, among Foamex L.P., General Felt, Trace Foam, FMXI, Citibank,
              N.A., The Bank of Nova Scotia, the institutions from time to time
              parties thereto as lenders, the institutions parties thereto as
              issuing banks and Citibank, N.A. and The Bank of Nova Scotia, as
              Administrative Agents (the "Credit Agreement").
  4.31      - First Amendment to Third Amended and Restated Credit Agreement,
              dated September 30, 1996, among Foamex L.P., General Felt, Trace
              Foam, FMXI, Citibank, N.A., The Bank of Nova Scotia, the
              institutions from time to time parties thereto as lenders, the
              institutions parties thereto as issuing banks and Citibank, N.A. and
              The Bank of Nova Scotia, as Administrative Agents.
  4.32(a)   - Guaranties, dated November 18, 1993, executed by each of Foamex
              L.P., General Felt and Perfect Fit, as guarantor, respectively, in
              favor of Citibank, N.A., as Administrative Agent, for the ratable
              benefit of the lenders and the issuing banks, guaranteeing the
              obligations of one another under the Credit Agreement.
  4.33(a)   - Guaranty, dated November 18, 1993, executed by FCC in favor of
              Citibank, N.A., as Administrative Agent, for the ratable benefit of
              the lenders and the issuing banks, guaranteeing the obligations of
              Foamex L.P., General Felt and Perfect Fit under the Credit
              Agreement.
  4.34(i)   - Amended and Restated Guaranty, dated as of June 28, 1994, executed
              by 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(p)   - 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.
  
                                        21
  4.36(p)   - 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.
  4.37(a)   - Security Agreements, dated November 18, 1993, executed by each of
              Foamex L.P., General Felt, Perfect Fit, and FCC, respectively, and
              Citibank N.A., as Administrative Agent for the lenders and the
              issuing banks under the Credit Agreement.
  4.38(i)   - Amendatory Agreement, dated as of June 28, 1994, among Foamex
              L.P., General Felt, Perfect Fit, FCC, and Citibank, N.A., as
              collateral agent under the Credit Agreement.
  4.38.1(r) - Form of Amendatory Agreement, dated as of July 30, 1996, among
              Foamex L.P., General Felt Industries, Inc., Foamex Capital
              Corporation, and Citibank N.A., as collateral agent under the Credit
              Agreement.
  4.39(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.
  4.40(a)   - Subordinated Promissory Note, dated as of May 6, 1993, in the
              original principal amount of $7,014,864 executed by Foamex L.P. to
              Rallis.
  4.41(a)   - Marely Loan Commitment Agreement, dated as of December 14, 1993,
              by and between Foamex International and Marely.
  4.42(a)   - DLJ Loan Commitment Agreement, dated as of December 14, 1993, by
              and between Foamex International and DLJ Funding.
  4.43(r)   - Promissory Note, dated July 7, 1996, in the aggregate principal
              amount of $4,372,516, executed by Trace Holdings to Foamex L.P.
  10.1(b)   - Interest Rate and Currency Exchange Agreement, dated as of June
              14, 1993, among Foamex L.P., FCC, and Salomon Brothers Holdings
              Company Inc ("Salomon Holdings").
  10.2(m)   - Swap Agreement, dated as of March 31, 1994, and amended in
              November 1994, by and between Foamex L.P. and Citibank, N.A.
  10.3(p)   - Amended Confirmation Letter Agreement, dated as of February 2,
              1996, by and between Foamex L.P. and Citibank, N.A.
  10.3.1(r) - Amended Confirmation Letter Agreement, dated as of May 29, 1996,
              by and between Foamex L.P. and Citibank, N.A.
  10.4(b)   - Revised Swap Transaction Letter Agreement, dated as of June 10,
              1993, among Foamex L.P., FCC and Salomon Holdings.
  10.5(d)   - Reimbursement Agreement, dated as of March 23, 1993, between Trace
              Holdings and General Felt.
  10.6(d)   - Shareholder Agreement, dated December 31, 1992, among Recticel,
              s.a., Recticel Holding Noord B.V., Foamex L.P., Beamech Group
              Limited, LME-Beamech, Inc., James Brian Blackell, and Prefoam AG
              relating to foam technology sharing arrangement.
  10.7(e)   - Asset Transfer Agreement, dated as of October 2, 1990, between
              Trace Holdings and the Foamex L.P. (the "Trace Holdings Asset
              Transfer Agreement").
  10.8(e)   - First Amendment, dated as of December 19, 1991, to the Trace
              Holdings Asset Transfer Agreement.
  10.9(e)   - Amended and Restated Guaranty, dated as of December 19, 1991, made
              by Trace Foam in favor of Foamex L.P.
  10.10(e)  - Asset Transfer Agreement, dated as of October 2, 1990, between RFC
              and Foamex L.P. (the "RFC Asset Transfer Agreement").
  10.11(e)  - First Amendment, dated as of December 19, 1991, to the RFC Asset
              Transfer Agreement.
  10.12(e)  - Schedule 5.03 to the RFC Asset Transfer Agreement (the "5.03
              Protocol").
  10.13(d)  - The 5.03 Protocol Assumption Agreement, dated as of October 13,
              1992, between RFC and Foamex L.P.
  10.14(d)  - Letter Agreement between Trace Holdings and Recticel regarding the
              Recticel guaranty, dated as of July 22, 1992.
  10.15(e)  - Supply Agreement between Recticel s.a., formerly known as Gechem
              s.a., and Foamex L.P., dated as of August 1, 1991.
  
                                        22
  10.16(i)  - Supply Agreement, dated June 28, 1994, between Foamex L.P. and
              Foamex International.
  10.17(i)  - First Amended and Restated Tax Sharing Agreement, dated as of
              December 14, 1993, among Foamex L.P., Trace Foam, FMXI, and Foamex
              International.
  10.18(i)  - Tax Sharing Agreement, dated as of June 28, 1994, among FJPS and
              Foamex International.
  10.19(d)  - Trace Foam Management Agreement between Foamex L.P. and Trace
              Foam, dated as of October 13, 1992.
  10.20(i)  - Affirmation Agreement re: Management Agreement, dated as of
              December 14, 1993 between Foamex L.P. and Trace Foam.
  10.21(d)  - Agreement and Plan of Merger, dated as of March 11, 1993, among
              Foamex L.P., GFI Acquisition, Inc. and General Felt.
  10.22(c)  - Agreement and Plan of Merger, dated as of March 1, 1993, among
              Great Western, Rallis, Foamex L.P. and Kyoto Merger, Inc.
  10.23(e)  - Salaried Incentive Plan of Foamex L.P. and Subsidiaries.
  10.24(e)  - Trace Holdings 1987 Nonqualified Stock Option Plan.
  10.25(e)  - Equity Growth Participation Program.
  10.26(e)  - Foamex L.P. Salaried Retirement Plan (formerly known as the Foamex
              L.P. Products, Inc. Salaried Employee Retirement Plan), as amended,
              effective July 1, 1984.
  10.27(m)  - General Felt Industries, Inc. Retirement Plan for Salaried
              Employees, effective as of January 1, 1995.
  10.28(e)  - Foamex L.P. 401(k) Savings Plan dated January 1, 1989.
  10.29(o)  - Foamex/GFI 401(k) Savings Plan dated July 1, 1995.
  10.30(a)  - Foamex International's 1993 Stock Option Plan.
  10.31(a)  - Foamex International's Non-Employee Director Compensation Plan.
  10.32(a)  - Employment Agreement, dated as of May 6, 1993, by and between
              Foamex L.P. and Rallis.
  10.33(f)  - Employment Agreement, dated as of February 1, 1994, by and between
              Foamex L.P. and William H. Bundy.
  10.34(p)  - Employment Agreement, dated as of July 26, 1995, by and between
              Foamex L.P. and Salvatore J. Bonanno.
  10.35(a)  - Stock Exchange Agreement, dated as of October 25, 1993, among
              Perfect Fit, the stockholders which are parties thereto, Foamex
              International and Foamex L.P. (the "Perfect Fit Stock Exchange
              Agreement").
  10.36(a)  - Amendment No. 1 to the Perfect Fit Stock Exchange Agreement, dated
              November 18, 1993.
  10.37(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.
  10.38(a)  - Exchange Agreement, dated as of December 14, 1993, by and between
              Foamex International and RFC.
  10.39(a)  - Withdrawal Agreement, dated as of December 14, 1993, by and
              between Foamex L.P. and RFC.
  10.40(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.
  10.41(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.
  10.42(a)  - Exchange Agreement, dated as of December 14, 1993, by and between
              Foamex International and Marely.
  10.43(a)  - Warrant Exchange Agreement, dated as of December 14, 1993, by and
              between Foamex International and Marely.
  10.44(a)  - Redemption and Withdrawal Agreement, dated as of December 14,
              1993, by and between Foamex L.P. and Marely.
  10.45(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.
  10.46(a)  - Exchange Agreement, dated as of December 14, 1993, by and between
              Foamex International and DLJ Funding.
  
                                        23
  10.47(a)  - Warrant Exchange Agreement, dated as of December 14, 1993, by and
              between Foamex International and DLJ Funding.
  10.48(a)  - Redemption and Withdrawal Agreement, dated as of December 14,
              1993, by and between Foamex L.P. and DLJ Funding.
  10.49(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.
  10.50(a)  - Exchange Agreement, dated as of December 14, 1993, by and between
              Foamex International and Rallis.
  10.51(a)  - Partial Redemption Agreement, dated as of December 14, 1993, by
              and between Foamex L.P. and Rallis.
  10.52(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.
  10.53(a)  - Amended and Restated Put Option Agreement, dated as of December
              14, 1993, by and between Trace Holdings and Rallis.
  10.54(a)  - Exchange Agreement, dated as of December 14, 1993, by and between
              Foamex International and Trace Holdings.
  10.55(a)  - Redemption and Withdrawal Agreement, dated as of December 14,
              1993, by and between Foamex L.P. and Trace Holdings.
  10.56(a)  - Exchange Agreement, dated as of December 14, 1993, by and between
              Foamex International and Trace Foam.
  10.57(a)  - Withdrawal Agreement, dated as of December 14, 1993, by and
              between Foamex L.P. and Trace Foam.
  10.58(a)  - Exchange Agreement, dated as of December 14, 1993, by and between
              Foamex International and FCD Sub.
  10.59(a)  - Redemption and Withdrawal Agreement, dated as of December 14,
              1993, by and between Foamex L.P. and FCD Sub.
  10.60(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.
  10.61(f)  - Stock Purchase Agreement, dated as of December 23, 1993, by and
              among Transformacion de Espumas y Fieltros, S. A., the stockholders
              which are parties thereto, and Foamex L.P.
  10.62(q)  - 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.
  
  --------------------
  
  (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.
  
                                        24
  (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
            L.P.'s Registration Statement on Form S-1, Registration No.
            33-75510.
  
  (h)       Incorporated by reference to the Exhibit to the Form 10-Q of Foamex
            International for the quarterly period ended July 3, 1994.
  
  (i)       Incorporated herein by reference to the Exhibit to the Registration
            Statement of FJPS, FJCC and Foamex International on Form S-4,
            Registration No. 33-82028.
  
  (j)       Incorporated herein by reference to the Exhibit to the quarterly
            report on Form 10-Q of JPS Automotive L.P. and JPS Automotive
            Products Corp. for the fiscal quarter ended October 2, 1994.
  
  (k)       Incorporated herein by reference to the Exhibit to the quarterly
            report on Form 10-Q of Foamex L.P. and Foamex L.P. Capital
            Corporation, and General Felt Industries, Inc. for the fiscal
            quarter ended October 2, 1994.
  
  (l)       Incorporated herein by reference to the Exhibit to the Registration
            Statement on Form S-1 of Foamex International, Registration No.
            33-85488.
  
  (m)       Incorporated herein by reference to the Exhibit to the Form 10-K of
            Foamex International for fiscal 1994.
  
  (n)       Incorporated herein by reference to the Exhibit to the Form 10-K of
            Foamex L.P. for fiscal 1994.
  
  (o)       Incorporated herein by reference to the Exhibit to the Form 10-Q of
            Foamex L.P. for the quarterly period ended July 2, 1995.
  
  (p)       Incorporated herein by reference to the Exhibit to the Form 10-K of
            Foamex L.P. for fiscal 1995.
  
  (q)       Incorporated herein by reference to the Exhibit to the Form 8-K of
            Foamex L.P. dated June 11, 1996.
  
  (r)       Incorporated herein by reference to the Exhibit to the Form 10-Q of
            Foamex L.P. for the quarterly period ended June 30, 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:
  
            Form 8-K reporting an event that occurred on August 1, 1996 (sale of
            Perfect Fit including pro forma financial information).
  
                                        25
  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:  November 11, 1996                 By:   /s/ Kenneth R. Fuette
                                                ----------------------
                                                Kenneth R. Fuette
                                                Chief Financial Officer and
                                                Chief Accounting Officer
  
                                            FOAMEX CAPITAL CORPORATION
  
  Date:  November 11, 1996                  By:   /s/ Kenneth R. Fuette
                                                 ----------------------
                                                 Kenneth R. Fuette
                                                 Chief Financial Officer and
                                                 Chief Accounting Officer
  
                                        26