content: SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
  
  
                                      FORM 10-Q
  
  
                  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934
  
                    For the quarterly period ended March 30, 1997
  
                           Commission file number 0-22624
  
  
  
                              FOAMEX INTERNATIONAL INC.
               (Exact name of registrant as specified in its charter)
  
  
  
  
              Delaware                               05-0473908
  (State or other jurisdiction of                 (I.R.S. Employer
  incorporation or organization)               Identification Number)
  
  
  1000 Columbia Avenue
  Linwood, PA                                           19061
  (Address of principal                               (Zip Code)
  executive offices)
  
  
  Registrant's telephone number, including area code:  (610) 859-3000
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding 12 months (or for such shorter period that the registrant was
  required to file such reports) and (2) has been subject to such filing
  requirements for the past 90 days.
  YES  X    NO
  
  The number of shares of the registrant's common stock outstanding as of May 12,
  1997 was 25,306,100.
  
  
                                    Page 1 of 24
                            Exhibit List on Page 17 of 24
  
  <PAGE>
                              FOAMEX INTERNATIONAL INC.
  
                                        INDEX
                                                                              Page
  
  Part I.   Financial Information:
  
            Item 1.  Financial Statements
  
               Condensed Consolidated Statements of Operations - 
                  Thirteen Week Periods Ended March 30, 1997 
                  and March 31, 1996                                             3
  
               Condensed Consolidated Balance Sheets as of March 30, 
                  1997 and December 29, 1996                                     4
  
               Condensed Consolidated Statements of Cash Flows -   
                  Thirteen Week Periods Ended March 30, 1997 
                  and March 31, 1996                                             5
  
               Notes to Condensed Consolidated Financial Statements              6
  
            Item 2.  Management's Discussion and Analysis of 
                     Financial Condition and Results of Operations              12
  
  Part II.  Other Information                                                   17
  
            Exhibit List                                                        17
  
            Signatures                                                          24
  
                                          2
  
  <PAGE>
  
  PART I.  FINANCIAL INFORMATION
  ITEM 1.  FINANCIAL STATEMENTS
  
                     FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
  
  <TABLE>
  <CAPTION>
                                                    13 Week Periods Ended
                                                    March 30,     March 31,
                                                     1997           1996
                                                         (thousands)
  <S>                                              <C>            <C>      
  NET SALES                                        $ 229,120      $ 219,131
  
  COST OF GOODS SOLD                                 186,323        183,100
                                                   ---------      ---------
  
  GROSS PROFIT                                        42,797         36,031
  
  SELLING, GENERAL AND
     ADMINISTRATIVE EXPENSES                          15,987         13,970
                                                   ---------      ---------
  
  INCOME FROM OPERATIONS                              26,810         22,061
  
  INTEREST AND DEBT ISSUANCE EXPENSE                  13,968         12,903
  
  OTHER INCOME, NET                                      638            203
                                                   ---------      ---------
  
  INCOME FROM CONTINUING OPERATIONS
     BEFORE PROVISION FOR INCOME TAXES                13,480          9,361
  
  PROVISION FOR INCOME TAXES                           5,344          3,518
                                                   ---------      ---------
  
  INCOME FROM CONTINUING OPERATIONS                    8,136          5,843
  
  INCOME FROM DISCONTINUED OPERATIONS,
     NET OF INCOME TAXES                                  --            294
                                                   ---------      ---------
  
  INCOME BEFORE EXTRAORDINARY LOSS                        --          6,137
  
  EXTRAORDINARY LOSS ON EARLY EXTINGUISHMENT
     OF DEBT, NET OF INCOME TAXES                       (410)            --
                                                   ---------      ---------
  
  NET INCOME                                       $   7,726      $   6,137
                                                   =========      =========
  
  EARNINGS (LOSS) PER SHARE:
  
  INCOME FROM CONTINUING OPERATIONS                $    0.31      $    0.23
  
  INCOME FROM DISCONTINUED OPERATIONS                     --           0.01
                                                   ---------      ---------
  
  INCOME BEFORE EXTRAORDINARY LOSS                      0.31           0.24
  
  EXTRAORDINARY LOSS                                   (0.01)            --
                                                   ---------      ---------
  
  EARNINGS PER SHARE                               $    0.30      $    0.24
                                                   =========      =========
  
  WEIGHTED AVERAGE NUMBER OF SHARE OUTSTANDING        26,060         25,950
                                                   =========      =========
  </TABLE>
  
            The accompanying notes are an integral part of the condensed
                         consolidated financial statements.
  
  
                                          3
  <PAGE>
                     FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
  <TABLE>
  <CAPTION>
                                                                                       March 30,     December 29,
  ASSETS                                                                                 1997            1996
  CURRENT ASSETS:                                                                              (thousands)
  <S>                                                                                  <C>            <C>      
        Cash and cash equivalents                                                      $  34,001      $  22,203
        Accounts receivable, net                                                         131,108        126,573
        Inventories                                                                      102,344        102,610
        Other current assets                                                              56,544         55,718
                                                                                       ---------      ---------
  
            Total current assets                                                         323,997        307,104
  
  PROPERTY, PLANT AND EQUIPMENT, NET                                                     198,653        195,373
  
  COST IN EXCESS OF ASSETS ACQUIRED, NET                                                  81,810         82,471
  
  DEBT ISSUANCE COSTS, NET                                                                17,678         18,628
  
  OTHER ASSETS                                                                            16,439         16,270
                                                                                       ---------      ---------
  
  TOTAL ASSETS                                                                         $ 638,577      $ 619,846
                                                                                       =========      =========
  
  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
  CURRENT LIABILITIES:
        Short-term borrowings                                                          $   3,985      $   3,692
        Current portion of long-term debt                                                  9,554         14,505
        Accounts payable                                                                  85,200         84,930
        Accrued interest                                                                  19,280          9,012
        Other accrued liabilities                                                         62,999         58,384
                                                                                       ---------      ---------
  
            Total current liabilities                                                    181,018        170,523
                                                                                       ---------      ---------
  
  LONG-TERM DEBT                                                                         482,637        483,344
                                                                                       ---------      ---------
  
  OTHER LIABILITIES                                                                       24,507         24,082
                                                                                       ---------      ---------
  
  COMMITMENTS AND CONTINGENCIES                                                               --             --
                                                                                       ---------      ---------
  
  STOCKHOLDERS' EQUITY (DEFICIT):
        Preferred Stock, par value $1.00 per share:
            Authorized 5,000,000 shares - none issued 
        Common Stock, par value $.01 per share:
            Authorized 50,000,000 shares
            Issued 26,906,500 and 26,753,262
              shares, respectively; Outstanding 25,341,100 and
              25,198,862 shares, respectively                                                269            267
        Additional paid-in capital                                                        85,728         84,579
        Accumulated deficit                                                             (112,448)      (120,174)
        Other                                                                             (9,496)        (9,312)
                                                                                       ---------      ---------
                                                                                         (35,947)       (44,640)
        Common Stock held in treasury, at cost;
            1,565,400 shares at March 30, 1997 and 1,554,400
            shares at December 29, 1996                                                  (13,638)       (13,463)
                                                                                       ---------      ---------
  
            Total stockholders' equity (deficit)                                         (49,585)       (58,103)
                                                                                       ---------      ---------
  
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                 $ 638,577      $ 619,846
                                                                                       =========      =========
  </TABLE>
  
            The accompanying notes are an integral part of the condensed
                         consolidated financial statements.
  
  
                                          4
  <PAGE>
                     FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
  
  <TABLE>
  <CAPTION>
                                                                     13 Week Periods Ended
                                                                     March 30,     March 31,
                                                                       1997          1996
                                                                           (thousands)
  <S>                                                                <C>           <C>     
  OPERATING ACTIVITIES:
     Net income                                                      $  7,726      $  6,137
     Adjustments to reconcile net income to net cash provided
         by operating activities:
         Depreciation and amortization                                  5,361         5,828
         Amortization of debt issuance costs and debt discount          3,766         3,336
         Income from discontinued operations                               --          (294)
         Extraordinary loss on early extinguishment of debt               410            --
         Other operating activities                                      (153)          409
         Changes in operating assets and liabilities, net of
            discontinued operations                                     1,790        (1,210)
                                                                     --------      --------
  
            Net cash provided by continuing operating activities       18,900        14,206
            Net cash provided by discontinued operations                   --         1,819
                                                                     --------      --------
            Net cash provided by operating activities                  18,900        16,025
                                                                     --------      --------
  
  INVESTING ACTIVITIES:
     Capital expenditures                                              (7,426)       (3,256)
     Decrease in restricted cash                                        8,356            --
     Other investing activities                                            --           981
     Discontinued operations investing activities                          --        (5,590)
                                                                     --------      --------
  
            Net cash provided by (used for) investing activities          930        (7,865)
                                                                     --------      --------
  
  FINANCING ACTIVITIES:
     Net proceeds from short-term borrowings                              293         1,930
     Proceeds from long-term debt                                         500            --
     Repayment of long-term debt                                       (9,230)       (2,394)
     Purchase of treasury stock                                          (175)       (2,458)
     Other financing activities                                           580           (32)
      Discontinued operations financing activities                         --          (784)
                                                                     --------      --------
  
            Net cash used for financing activities                     (8,032)       (3,738)
                                                                     --------      --------
  
  NET INCREASE IN CASH AND CASH EQUIVALENTS                            11,798         4,422
  
  CASH AND CASH EQUIVALENTS
     AT BEGINNING OF PERIOD                                            22,203         3,322
                                                                     --------      --------
  
  CASH AND CASH EQUIVALENTS
     AT END OF PERIOD                                                $ 34,001      $  7,744
                                                                     ========      ========
  </TABLE>
  
  
            The accompanying notes are an integral part of the condensed
                         consolidated financial statements.
  
  
                                          5
  
  <PAGE>
                     FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Foamex International Inc.'s (the "Company") condensed consolidated balance
  sheet as of December 29, 1996 has been condensed from the audited consolidated
  balance sheet at that date. The condensed consolidated balance sheet as of March
  30, 1997 and the condensed consolidated statements of operations and the
  condensed consolidated statements of cash flows for the thirteen week periods
  ended March 30, 1997 and March 31, 1996 have been prepared by the Company and
  have not been audited by the Company's independent accountants. Also, the
  condensed consolidated statement of operations and the condensed consolidated
  statement of cash flows for the thirteen week period ended March 31, 1996 have
  been restated for discontinued operations (see Note 2 below). In the opinion of
  management, all adjustments, consisting only of normal recurring adjustments,
  considered necessary for a fair presentation of the financial position, results
  of operations and cash flows have been included.
  
       On April 7, 1997, the Company announced that an evaluation of its capital
  structure was initiated with the intention of refinancing certain long-term
  indebtedness to reduce the Company's interest expense and improve financing
  flexibility. On May 12, 1997, the Company announced a $540.0 million refinancing
  plan that includes a $480.0 million credit facility and $150.0 million of senior
  subordinated notes. As part of this refinancing plan, Foamex L.P. commenced
  tender offers with concurrent consent solicitations for $373.0 million of
  aggregate principal amount of its public debt and $116.7 million of aggregate
  principal amount of Foamex-JPS Automotive L.P.'s ("FJPS") senior secured
  discount debentures due 2004. The refinancing activities are expected to be
  completed by the end of the second quarter of 1997. (See Note 5 below for
  further discussion).
  
       Certain information and note disclosures normally included in the financial
  statements prepared in accordance with generally accepted accounting principles
  have been condensed or omitted in accordance with the rules and regulations of
  the Securities and Exchange Commission. These condensed consolidated financial
  statements should be read in conjunction with the Company's 1996 consolidated
  financial statements and notes thereto as set forth in the Company's Annual
  Report on Form 10-K for the fiscal year ended December 29, 1996.
  
  2.   DISCONTINUED OPERATIONS
  
       On December 11, 1996, the Company completed the sale of its partnership
  interests in JPS Automotive L.P. ("JPS Automotive") for a sale price of
  approximately $220.1 million including $200.1 million of JPS Automotive's
  indebtedness. The sale is subject to a post-closing adjustment which is expected
  to be finalized during the second quarter of 1997. The sale included
  substantially all of the net assets of the automotive textiles business segment.
  During 1996, the Company sold the outstanding common stock of Perfect Fit
  Industries, Inc. ("Perfect Fit"), a wholly-owned subsidiary, for an adjusted
  sale price of approximately $44.2 million. The sale included substantially all
  of the net assets of the home comfort products business segment. Accordingly,
  the accompanying condensed consolidated statement of operations and the
  condensed consolidated statement of cash flows for the thirteen week period
  ended March 31, 1996 reflect the home comfort products business segment as
  discontinued operations.
  
       The Company's condensed consolidated financial statements have been
  restated to reflect the discontinuation of the home comfort products and
  automotive textile business segments. In addition to the interest and debt
  issuance expense of JPS Automotive, interest and debt issuance expense was
  allocated to discontinued operations based on the estimated debt to be retired
  from the net proceeds from the sale of Perfect Fit and JPS Automotive. A summary
  
  
                                          6
  <PAGE>
                     FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  
  2.   DISCONTINUED OPERATIONS (continued)
  
  of the operating results for the discontinued operations is as follows:
  <TABLE>
  <CAPTION>
                                                                           13 Week Period Ended
                                                                            March 31, 1996  (1)
                                                                               (thousands)
  <S>                                                                            <C>      
  Net sales                                                                      $ 100,081
  Gross profit                                                                      16,739
  Income from operations                                                             8,346
  Interest and debt issuance expense                                                 6,963
  Other expense                                                                       (309)
  Income from discontinued operations before provision for income taxes              1,074
  Provision for income taxes                                                           780
  Income from discontinued operations, net of income taxes                             294
  <FN>
  (1)  The Company's discontinued operations includes the operations of Perfect
       Fit and JPS Automotive.
  </FN>
  </TABLE>
  
  3.   INVENTORIES
  
        Inventories consist of:
  
                                          March 30,         December 29,
                                            1997               1996
                                                  (thousands)
       Raw materials and supplies          $ 56,766          $ 61,559
       Work-in-process                       15,166            13,453
       Finished goods                        30,412            27,598
                                           --------          --------
  
           Total                           $102,344          $102,610
                                           ========          ========
  
  4.   EARNINGS (LOSS) PER SHARE
  
       Earnings (loss) per share is calculated by dividing net income by the
  weighted average shares of common stock outstanding. Common stock equivalents
  have been included in the weighted average shares of common stock outstanding
  for 1997 and 1996.
  
       In February 1997, the Financial Accounting Standards Board issued Statement
  of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share". SFAS
  128 specifies new standards designed to improve the earnings per share ("EPS")
  information provided in financial statements by simplifying the existing
  computational guidelines, revising the disclosure requirements, and increasing
  the comparability of EPS data on an international basis. Some of the changes
  made to simplify the EPS computations include: (i) eliminating the presentation
  of primary EPS and replacing it with basic EPS, with the principal difference
  being that common stock equivalents are not considered in computing basic EPS,
  (ii) eliminating the modified treasury stock method and the three percent
  
                                          7
  <PAGE>
                     FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  
  4.   EARNINGS (LOSS) PER SHARE (continued)
  
  materiality provision and (iii) revising the contingent share provisions and the
  supplemental EPS data requirements. Under the provisions of SFAS 128, the
  Company would have reported the following net income earnings per share
  information:
  
                                                      13 Week Periods Ended
                                                    March 30,         March 31,
                                                      1997              1996
                                                            (thousands)
       Basic                                        $  0.31          $     0.24
                                                    =======          ==========
       Weighted Average Shares Outstanding           25,311              25,718
                                                    =======          ==========
  
       Fully Diluted                                $  0.29          $     0.24
                                                    =======          ==========
       Weighted Average Shares Outstanding           26,368              25,822
                                                    =======          ==========
  
  5.   LONG-TERM DEBT
  
       Refinancing Plan
  
       On May 12, 1997, the Company announced a refinancing plan designed to
  improve its financial and operating flexibility and reduce interest expense. As
  part of this refinancing plan, Foamex L.P., a 99% owned subsidiary of the
  Company, commenced tender offers with concurrent consent solicitations for a
  total of $489.7 million of aggregate principal of public debt, including:
  
  o    $104.3 million of aggregate principal of its 9 1/2% Senior Secured Notes
       due 2000 for an aggregate consideration of 104.193% of principal plus
       accrued interest, comprised of a tender price of 102.193% and a consent fee
       of 2%;
  
  o    $135.9 million of aggregate principal of its 11 1/4% Senior Notes due 2002
       for an aggregate consideration of 105.709% of principal plus accrued
       interest, comprised of a tender price of 103.709% and a consent fee of 2%;
  
  o    $125.8 million of aggregate principal of its 11 7/8% Senior Subordinated
       Debentures due 2004 for an aggregate consideration of 107.586% of principal
       plus accrued interest, comprised of a tender price of 105.586% and a
       consent fee of 2%;
  
  o    $7.0 million of aggregate principal of its 11 7/8% Senior Subordinated
       Debentures, Series B due 2004 for an aggregate consideration of 107.586% of
       principal plus accrued interest, comprised of a tender price of 105.586%
       and a consent fee of 2%; and
  
  o    $116.7 million principal amount of the Foamex-JPS Automotive L.P. Senior
       Secured Discount Debentures due 2004 for an aggregate consideration of 88%
       of principal amount, which represents approximately 116.2% of the projected
       accreted value as of June 9, 1997, comprised of a tender price of 86% of
       principal amount and a consent fee of 2%.
  
  
                                          8
  <PAGE>
                     FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  
  5.   LONG-TERM DEBT (continued)
  
       The consent solicitations will expire on May 23, 1997 and the tender offers
  will expire on June 9, 1997. Holders who tender their securities in the tender
  offers will be deemed to have submitted consents in the consent solicitations.
  Holders may not deliver consents without tendering their securities. Holders
  must tender their securities prior to May 23, 1997 in order to receive the
  consent fee. Holders who tender their securities after such date and before the
  expiration date of June 9, 1997 will receive the tender price for their
  securities, but will not receive the consent fee.
  
       Foamex L.P. also plans to repay all borrowings under the terms of its
  existing credit facility outstanding at the closing of the refinancing plan
  which is estimated to be $5.2 million. Outstanding term loan borrowings as of
  March 30, 1997 is approximately $10.0 million (see Extinguishment of Debt
  discussed below).
  
       The Company expects to fund the repurchase with the proceeds of:
  
  o    A $480.0 million Foamex L.P. credit facility arranged by a bank lending
       group including an estimated $150.0 million revolving credit line. Upon
       completion of the refinancing transactions, Foamex L.P. expects to have
       approximately $100.0 million available under the revolving credit line.
  
  o    A $150.0 million offering of Foamex L.P. senior subordinated notes in the
       Rule 144A market.
  
  o    Cash on hand.
  
       The Company expects that as a result of its refinancing activities,
  assuming no material changes in interest rates and the tendering of
  substantially all of the Company's outstanding public debt. Future annualized
  interest expense will be reduced by between $8.0 million and $11.0 million as
  compared to the interest expense required by the existing indentures and credit
  agreements.
  
       The Company expects to complete its refinancing activities by the end of
  the second quarter of 1997 and record an extraordinary loss on the early
  extinguishment of debt, net of income tax, of between $41.0 million to $47.0
  million related to the premiums paid to repurchase the debt, the write-off of
  debt issuance costs and additional one-time charges related to the other aspects
  of the refinancing plan.
  
       The Company's future interest expense, and the ability to realize the
  expected savings in interest expense, will vary based on a variety of factors,
  including fluctuation in interest rates in general; the pricing of the credit
  agreement and the senior subordinated notes; and the percentage of securities
  tendered in the tender offers. In addition, if the refinancing is consummated,
  variable rate debt will comprise a larger percentage of the Company's overall
  indebtedness than in the past, and as a result, future fluctuations in interest
  rates will have a greater impact on the Company's interest expense than in the
  past. Also, the amount of the expected extraordinary loss on the early
  extinguishment of debt in the second quarter of 1997 will vary based on a
  variety of factors, including the percentage of securities tendered in the
  tender offers and other factors beyond the Company's control.
  
       Consummation of the tender offers, the consent solicitations, the bank
  financing and the senior subordinated note offering are subject to conditions,
  several of which are beyond the Company's control, and there can be no assurance
  that such transactions will be consummated.
  
       This report shall not constitute an offer to sell or the solicitation of an
  offer to buy the securities offered by Foamex L.P. in the private placement
  
  
                                          9
  <PAGE>
                     FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  
  5.   LONG-TERM DEBT (continued)
  
       Extinguishment of Debt
  
       During 1997, the Company used approximately $8.4 million of the net
  proceeds from the sale of Perfect Fit to repurchase outstanding indebtedness of
  approximately $8.0 million. Also, during April 1997, the Company used the
  remaining net proceeds from the sale of Perfect Fit to reduce bank term loan
  borrowings by approximately $3.8 million.
  
  6.   ENVIRONMENTAL MATTERS
  
       As of March 30, 1997, the Company has environmental accruals of
  approximately $4.0 million for environmental matters. In addition, as of March
  30, 1997, the Company has net receivables of approximately $1.0 million relating
  to indemnification for environmental liabilities, net of an allowance of
  approximately $1.0 million relating to potential disagreements regarding the
  scope of the indemnification. The Company believes that realization of the
  receivables established for indemnification is probable.
  
       On May 5, 1997, there was an accidental chemical spill at one of the
  Company's manufacturing facilities that was contained on site. The remaining
  clean-up of the site is expected to primarily consist of the disposal of
  contaminated soil. Foamex L.P. has contacted the appropriate environmental
  authorities but has received no notification from such authorities regarding the
  accidental chemical spill including the method of disposal of the contaminated
  soil. Foamex L.P. expects to take a charge of at least $0.6 million in the
  second quarter of 1997 for the clean-up of the site including the disposal of
  the contaminated soil. The actual cost and the timetable of the clean-up of the
  site cannot be predicted with any degree of certainty at this time; therefore,
  there can be no assurance that the clean-up of the site will not result in a
  more significant environmental liability in the future.
  
       The Company has reported to appropriate state authorities that it has found
  soil and groundwater contamination in excess of state standards at four
  additional facilities and soil contamination in excess of state standards at
  three other facilities. The Company has begun remediation and is conducting
  further investigations into the extent of the contamination at these facilities
  and, accordingly, the extent of the remediation that may ultimately be required.
  The actual cost and the timetable of any such remediation cannot be predicted
  with any degree of certainty at this time. As of March 30, 1997, the Company has
  environmental accruals of approximately $3.1 million for the remaining potential
  remediation costs for these facilities based on engineering estimates.
  
       Federal regulations require that by 1998 all underground storage tanks
  ("USTs") be removed or upgraded in most states to meet applicable standards. The
  Company has six USTs that will require removal or permanent in-place closure by
  the end of 1998. Due to the age of these tanks, leakage may have occurred
  resulting in soil and possibly groundwater contamination. The Company has
  accrued approximately $0.4 million for the estimated removal and remediation, if
  any, associated with the USTs. However, the full extent of contamination and,
  accordingly, the actual cost of such remediation cannot be predicted with any
  degree of certainty at this time. The Company believes that its USTs do not pose
  a significant risk of environmental liability because of the Company's
  monitoring practices for USTs and conditional approval for permanent in-place
  closure for certain USTs. However, there can be no assurance that such USTs will
  not result in significant environmental liability in the future.
  
       The Company has been designated as a Potentially Responsible Party ("PRP")
  by the United States Environmental Protection Agency (the "EPA") with respect to
  thirteen sites, with an estimated total liability to the Company for the
  thirteen sites of less than approximately $0.5 million. Estimates of total
  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 the Company is considered to be immaterial.
  
  
                                         10
  <PAGE>
                     FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  
  6.   ENVIRONMENTAL MATTERS (continued)
  
       Although it is possible that new information or future developments could
  require the Company to reassess its potential exposure relating to all pending
  environmental matters, management believes that, based upon all currently
  available information, the resolution of such environmental matters will not
  have a material adverse effect on the Company's operations, financial position,
  capital expenditures or competitive position. The possibility exists, however,
  that new environmental legislation and/or environmental regulations may be
  adopted, or other environmental conditions may be found to exist, that may
  require expenditures not currently anticipated and that may be material.
  
  7.   LITIGATION
  
       As of May 12, 1997, the Company and Trace International Holdings, Inc.
  ("Trace Holdings") were two of multiple defendants in actions filed on behalf of
  approximately 5,000 recipients of breast implants in various United States
  federal and state courts and one Canadian provincial court, some of which allege
  substantial damages, but most of which allege unspecified damages for personal
  injuries of various types. Five of these cases seek to allege claims on behalf
  of all breast implant recipients or other allegedly affected parties, but no
  class has been approved or certified by the court. In addition, three cases have
  been filed alleging claims on behalf of approximately 700 residents of
  Australia, New Zealand, England, and Ireland. During 1995, the Company and Trace
  Holdings were granted summary judgments and dismissed as defendants from all
  cases in the federal courts of the United States and the state courts of
  California. Appeals for these decisions were withdrawn and the decisions are
  final. In addition, two of the cases filed on behalf of 903 foreign plaintiffs
  were dismissed on the grounds that the cases could not be brought in the United
  States courts. This decision is subject to appeal. The Company 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 the Company or Trace Holdings. Neither the Company 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, and
  without taking into account potential indemnity from the manufacturers of
  polyurethane covered breast implants, management believes that the disposition
  of matters that are pending or that may reasonably be anticipated to be asserted
  should not have a material adverse effect on either the Company's or Trace
  Holdings' consolidated financial position or results of operations. In addition,
  the Company is also indemnified by Trace Holdings for any such liabilities
  relating to foam manufactured prior to October 1990. Although Trace Holdings has
  paid the Company's litigation expenses to date pursuant to such indemnification
  and management believes Trace Holdings likely will be in a position to continue
  to pay such expenses, there can be no absolute assurance that Trace Holdings
  will be able to provide such indemnification. Based on information available at
  this time with respect to the potential liability, and without taking into
  account the indemnification provided by Trace Holdings and the coverage provided
  by Trace Holdings' and the Company's liability insurance, the Company believes
  that the proceedings should not ultimately result in any liability that would
  have a material adverse effect on the financial position or results of
  operations of the Company. If management's assessment of the Company's liability
  with respect to these actions is incorrect, such actions could have a material
  adverse effect on the Company.
  
       The Company is party to various other lawsuits, both as defendant and
  plaintiff, arising in the normal course of business. It is the opinion of
  management that the disposition of these lawsuits will not individually or in
  the aggregate, have a material adverse effect on the financial position or
  results of operations of the Company. If management's assessment of the
  Company's liability with respect to these actions is incorrect, such actions
  could have a material adverse effect on the Company's consolidated financial
  position.
  
                                         11
  <PAGE>
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
  
       The Company operates in the flexible polyurethane and advanced polymer foam
  products industry. The Company's operations are conducted through its largest
  subsidiary Foamex L.P., together with Foamex L.P.'s wholly-owned subsidiaries,
  General Felt Industries, Inc., Foamex Fibers, Inc., Foamex Canada Inc., Foamex
  Latin America, Inc., and Foamex Asia, Inc. The following discussion should be
  read in conjunction with the condensed consolidated financial statements and
  related notes thereto of the Company included in this report.
  
       On April 7, 1997, the Company announced that an evaluation of its capital
  structure was initiated with the intention of refinancing certain long-term
  indebtedness to reduce the Company's interest expense and improve financing
  flexibility. On May 12, 1997, the Company announced a refinancing plan designed
  to improve its financial and operating flexibility and reduce interest expense.
  As part of this refinancing plan, Foamex L.P., a 99% owned subsidiary of the
  Company, commenced tender offers with concurrent consent solicitations for a
  total of $373.0 million of its aggregate principal of public debt and $116.7
  million principal amount of FJPS's public debt. The refinancing plan, including
  the tender offers, are subject to conditions, several of which are beyond the
  control of the Company, and there can be no assurance that such transactions
  will be consummated. (See Note 5 to the condensed consolidated financial
  statements for further discussion).
  
       The principal suppliers to the foam industry announced raw material price
  increases effective April 1997. The Company is unable to predict whether, or to
  what extent, the April 1997 increases or any future increase will be sustained.
  The Company believes that if any price increase is sustained in the industry, it
  will also be impacted by such increase. There can be no assurance that chemical
  suppliers will not increase raw material costs in the future or that the Company
  will be able to implement selling price increases to offset any such raw
  material cost increases.
  
       During 1996, the Company sold Perfect Fit and JPS Automotive which
  comprised the home comfort products and automotive textile business segments,
  respectively, of the Company. Accordingly, the accompanying condensed
  consolidated statement of operations and the condensed consolidated statement of
  cash flows for the thirteen week period ended March 31, 1996 reflects the home
  comfort products and automotive textile business segments as discontinued
  operations. See Note 2 to the condensed consolidated financial statements for
  further discussion.
  
       Operating results for 1997 are expected to be influenced by various
  internal and external factors. These factors include, among other things, (i)
  continued implementation of an operational plan to improve the Company's
  profitability, (ii) the potential recapitalization of the Company, (iii)
  additional raw material price increases, if any, by the Company's chemical
  suppliers and (iv) the Company's success in passing on to its customers selling
  price increases to recover such raw material cost increases.1
  
  13 Week Period Ended March 30, 1997 Compared to 13 Week Period Ended March 31,
  1996
  
  Results of Operations
  
       Net sales for the first quarter of 1997 were $229.1 million as compared to
  $219.1 million in the first quarter of 1996, an increase of $10.0 million or
  4.6%. Carpet cushion net sales for the first quarter of 1997 increased 6.9% to
  $67.9 million from $63.5 million in the first quarter of 1996 primarily due to
  the effect of increased selling prices that were initiated late in the second
  quarter of 1996, as well as increased shipments of certain carpet cushion
  products. Cushioning foam net sales for the first quarter of 1997 increased 1.8%
  to $84.0 million from $82.5 million in the first quarter of 1996 primarily due
  to an increase in net sales from both new and existing customers 
  
  -------- 
  1    This paragraph contains forward-looking statements and should be read in
       conjunction with the discussion regarding forward-looking statements set
       forth on Pages 3 and 4 of the Company's 1996 Annual Report on Form 10-K.
  
  
                                         12
  <PAGE>
  
  
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
  of bedding related products. Automotive foam net sales for the first quarter of
  1997 increased 6.6% to $59.7 million from $56.0 million in the first quarter of
  1996 primarily due to a continued increase in net sales of tri-laminates and
  composite headliners and increased selling prices implemented during the first
  quarter of 1996. Technical foam net sales for the first quarter of 1997
  increased 2.3% to $17.5 million from $17.1 million in the first quarter of 1996
  primarily due to increased volume.
  
       Gross profit as a percentage of net sales increased to 18.7% for the first
  quarter of 1997 from 16.4% in the first quarter 1996 primarily due to selling
  price increases and improved material and production efficiencies which includes
  (i) the impact during the first quarter of 1997 of the selling prices initiated
  in 1996 to offset previous raw material cost increases, (ii) favorable raw
  material efficiencies and (iii) an increased favorable impact of the 1995
  operational plan in the first quarter of 1997 as compared to the first quarter
  of 1996.
  
       Operating income increased to $26.8 million for the first quarter of 1997
  from $22.1 million in the first quarter of 1996 primarily due to improved gross
  profit margins as discussed above, offset by a $2.0 million increase in selling,
  general and administrative expenses for the first quarter of 1997. The increase
  in selling, general and administrative expenses is primarily due to increases in
  employee compensation and incentives and costs associated with the launching of
  new products and international expansion.
  
       Income from continuing operations increased to $8.1 million or $0.31 per
  share for the first quarter of 1997 as compared to $5.8 million or $0.23 per
  share in the first quarter of 1996. The increase is primarily due to the reasons
  cited above, offset by an increase in interest and debt issuance expense of $1.1
  million. The increase in interest and debt issuance expense is primarily due to
  the inclusion in the first quarter of 1997 continuing operations of interest
  expense on $10.4 million of public debt which was expected to be retired with
  the net proceeds from the sale of JPS Automotive; whereas for the first quarter
  of 1996, this interest expense was allocated to discontinued operations. Income
  from discontinued operations in the first quarter of 1996 represents the
  operating income of Perfect Fit and JPS Automotive which were sold during 1996.
  See Note 2 to the condensed consolidated financial statements for further
  discussion. The effective income tax rate for continuing operations increased to
  39.6% for the first quarter of 1997 from 37.6% in the first quarter of 1996
  primarily due to $0.2 million of tax benefits realized by a subsidiary that
  files federal income tax returns.
  
       The extraordinary loss on early extinguishment of debt of $0.4 million (net
  of income tax benefits of $0.3 million) relates to the write-off of debt
  issuance costs associated with the early extinguishment of $8.0 million of debt.
  
  Liquidity and Capital Resources
  
       Effects of the Refinancing Plan2
  
       Upon consummation of the Company's refinancing plan, Foamex L.P. will
  purchase all securities validly tendered in the tender offer, and will repay its
  existing credit facility. Foamex L.P. will fund such payments through the
  issuance of $150.0 million principal amount of senior subordinated notes in a
  private placement, a new credit facility for up to $480.0 million, of which
  approximately $380.0 million is expected to be borrowed upon the closing of the
  refinancing, and with cash on hand. Consummation of the refinancing plan is
  expected to increase the outstanding principal amount of the Company's total
  long-term debt by $31.6 million from $492.2 million as 
  
  --------
  2    This paragraph contains forward-looking statements and should be read in
       conjunction with the discussion regarding forward-looking statements set
       forth on Pages 3 and 4 of the Company's 1996 Annual Report on Form 10-K.
  
  
                                         13
  <PAGE>
  
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
  
  of March 30, 1997 to $523.8 million on a pro forma basis (assuming all of the
  securities are tendered in the tender offers).
  
       The Company expects to complete its refinancing activities by the end of
  the second quarter of 1997 and record an extraordinary loss on the early
  extinguishment of debt (net of income taxes) of between $41.0 million to $47.0
  million in the second quarter of 1997 related to the premiums paid to repurchase
  the debt, the write-off of debt issuance costs and additional one-time charges
  related to other aspects of the refinancing plan.
  
       The Company expects that as a result of its refinancing activities,
  assuming no material changes in interest rates and the tendering of
  substantially all of the Company's outstanding public debt. Future annualized
  interest expense will be reduced by between $8.0 million and $11.0 million as
  compared to the interest expense required by the existing indentures and credit
  agreements.
  
       The Company's future interest expense, and the ability to realize the
  expected savings in interest expense, will vary based on a variety of factors,
  including fluctuation in interest rates in general; the pricing of the credit
  agreement and the senior subordinated notes; and the percentage of securities
  tendered in the tender offers. In addition, if the refinancing is consummated,
  variable rate debt will comprise a larger percentage of the Company's overall
  indebtedness than in the past, and as a result, future fluctuations in interest
  rates will have a greater impact on the Company's interest expense than in the
  past. Also, the amount of the expected extraordinary loss on the early
  extinguishment of debt in the second quarter of 1997 will vary based on a
  variety of factors, including the percentage of securities tendered in the
  tender offers and other factors beyond the Company's control.
  
       Consummation of the tender offers, the consent solicitations, the credit
  facility and the senior subordinated notes offering are subject to conditions,
  several of which are beyond the Company's control, and there can be no assurance
  that such transactions will be consummated. (See Note 5 to the condensed
  consolidated financial statements).
  
       Liquidity and Capital Resources
  
       The Company's operating cash requirements consist principally of working
  capital requirements, scheduled payments of principal and interest on
  outstanding indebtedness and capital expenditures. The Company believes that
  cash flow from operating activities, cash on hand and periodic borrowings under
  revolving credit agreements, if necessary, will be adequate to meet its
  operating cash requirements. The ability to meet operating cash requirements
  could be impaired if Foamex L.P. were to fail to comply with any of the
  covenants contained in its credit agreements or indentures and such
  noncompliance was not cured by Foamex L.P. or waived by the lenders or
  bondholders. Foamex L.P. was in compliance with such covenants as of March 30,
  1997 and expects to be in compliance with such covenants for the foreseeable
  future. The ability of Foamex L.P. to make distributions to the Company is
  restricted by the terms of its existing financing agreements.
  
       Cash and cash equivalents increased $11.8 million during the first quarter
  of 1997 to $34.0 million at March 30, 1997 from $22.2 million at December 29,
  1996 primarily due to $18.9 million of net cash provided by operating activities
  offset by $7.4 million of cash used for capital expenditures and $0.2 million
  used for the purchase of treasury stock. In addition, the Company utilized
  approximately $8.4 million of restricted cash to repurchase long-term debt with
  a net book value of approximately $8.0 million. Cash flow from continuing
  operating activities increased $4.7 million to $18.9 million for the first
  quarter of 1997 as compared to $14.2 million for the first quarter of 1996. Cash
  flow from continuing operating activities increased for 1997 as compared to 1996
  primarily due to an increase of $1.6 million in income from continuing
  operations and a $3.0 million reduction in the use of cash for operating assets
  and liabilities.
  
                                         14
  <PAGE>
  
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
  
       Working capital increased $6.4 million for the first quarter of 1997 to
  $143.0 million at March 30, 1997 from $136.6 million at December 29, 1996. The
  increase in working capital is primarily due to improved operating results from
  continuing operations. The net operating assets and liabilities (comprised of
  accounts receivable, inventories and accounts payable) increased $4.0 million to
  $148.3 million at March 30, 1997 from $144.3 million at December 29, 1996
  primarily due to an increase in accounts receivable. The increase in accounts
  receivable is primarily due to an increase in net sales for March 1997 as
  compared to December 1996. Inventories and account payable were fairly
  consistent as compared to December 29, 1996.
  
       During 1997, the Company spent approximately $7.4 million on capital
  expenditures and expects to maintain or reduce spending for capital expenditures
  for the foreseeable future since significant capital projects (e.g. new Mexico
  City facility) are expected to be completed during 1997.
  
       As of March 30, 1997, there were no outstanding revolving credit borrowings
  under Foamex L.P.'s existing credit facility with unused availability of
  approximately $32.8 million. Borrowings by Foamex Canada Inc. as of March 30,
  1997 were $4.0 million under a revolving credit agreement with unused
  availability of approximately $0.3 million.
  
       Interest Rate Swaps
  
       Foamex L.P. has interest rate swap agreements with a notional amount of
  $300.0 million through December 2001. Under the swap agreements, Foamex L.P. is
  obligated to make fixed payments at 5.30% per annum for the twelve months ended
  in December 1997 and variable payments based on LIBOR for the remainder of the
  agreement, in exchange for fixed payments by the swap partner at 6.0% per annum
  for the remainder of the agreement, payable semiannually in arrears. The swap
  partner has the ability to terminate the swap agreement after the December 1997
  payment if the LIBOR rate Foamex L.P. is to pay for any period thereafter is
  equal to or less than 4.50% per annum. Interest expense will be subject to
  fluctuations in LIBOR during the term of the swap agreement except during 1997.
  Foamex L.P. is exposed to credit loss in the event of nonperformance by the swap
  partner; however, the occurrence of this event is not anticipated. The effect of
  the two interest rate swaps described above was a favorable adjustment to
  interest expense of $0.9 million and $0.8 million for the thirteen week periods
  ended March 30, 1997 and March 31, 1996, respectively.
  
  Environmental Matters
  
       On May 5, 1997, there was an accidental chemical spill at one of the
  Company's manufacturing facilities that was contained on site. The remaining
  clean-up of the site is expected to primarily consist of the disposal of
  contaminated soil. The Company has contacted the appropriate environmental
  authorities but has received no notification from such authorities regarding the
  accidental chemical spill including the method of disposal of the contaminated
  soil. The Company expects to take a charge of at least $0.6 million in the
  second quarter of 1997 for the clean-up of the site including the disposal of
  the contaminated soil. The actual cost and the timetable of the clean-up of the
  site cannot be predicted with any degree of certainty at this time; therefore,
  there can be no assurance that the clean-up of the site will not result in a
  more significant environmental liability in the future.
  
       The Company is subject to extensive and changing environmental laws and
  regulations. Expenditures to date in connection with the Company's compliance
  with such laws and regulations have not had a material adverse effect on its
  operations, financial position, capital expenditures or competitive position.
  The amount of liabilities recorded by the Company in connection with
  environmental matters as of March 30, 1997 was approximately $4.0 million. In
  addition, as of March 30, 1997, the Company has net receivables of approximately
  $1.0 million for indemnification of environmental liabilities from former
  owners, net of a $1.0 million allowance relating to potential disagreements
  regarding the scope of the indemnification. Although it is possible that new
  information or future 
  
                                         15
  
  <PAGE>
  
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
  
  developments could require the Company to reassess its potential exposure to all
  pending environmental matters, including those described in the footnotes to the
  Company's condensed consolidated financial statements, management believes that,
  based upon all currently available information, the resolution of all such
  pending environmental matters will not have a material adverse effect on the
  Company's operations, financial position, capital expenditures or competitive
  position.
  
       The possibility exists, however, that new environmental legislation and/or
  environmental regulations may be adopted, or other environmental conditions may
  be found to exist, that may require expenditures not currently anticipated and
  that may be material.
  
  Inflation and Other Matters
  
       There was no significant impact on the Company's operations as a result of
  inflation for the periods presented. In some circumstances, market conditions or
  customer expectations may prevent the Company from increasing the price of its
  products to offset the inflationary pressures that may increase its costs in the
  future. Effective in January 1997, the Company's operations in Mexico became
  subject to highly inflationary accounting for financial reporting purposes.
  Translation adjustments resulting from fluctuations in the exchange rate between
  the Mexican Peso and the U.S. dollar will be included in the Company's
  consolidated statement of operations as compared to stockholders' equity
  (deficit). Large fluctuations in the Mexican Peso exchange rate could have an
  adverse impact on the Company's results of operations.
  
       The Company's automotive foam customers are predominantly automotive
  original equipment manufacturers or other automotive suppliers. As such, the
  sales of these product lines are directly related to the overall level of
  passenger car and light truck production in North America. Also, the Company's
  sales are sensitive to sales of new and existing homes, changes in personal
  disposable income and seasonality. The Company typically experiences two
  seasonally slow periods during each year, in early July and in late December,
  due to scheduled plant shutdowns and holidays.
  
       In February 1997, the Financial Accounting Standards Board issued Statement
  of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share". SFAS
  128 specifies new standards designed to improve the earnings per share ("EPS")
  information provided in financial statements by simplifying the existing
  computational guidelines, revising the disclosure requirements, and increasing
  the comparability of EPS data on an international basis. Some of the changes
  made to simplify the EPS computations include: (i) eliminating the presentation
  of primary EPS and replacing it with basic EPS, with the principal difference
  being that common stock equivalents are not considered in computing basic EPS,
  (ii) eliminating the modified treasury stock method and the three percent
  materiality provision and (iii) revising the contingent share provisions and the
  supplemental EPS data requirements. Under the provisions of SFAS 128, the
  Company would have reported the following net income earnings per share
  information:
  
                                                      13 Week Periods Ended
                                                   March 30,          March 31,
                                                      1997              1996
                                                            (thousands)
       Basic                                        $  0.31          $     0.24
                                                    =======          ==========
       Weighted Average Shares Outstanding           25,311              25,718
                                                    =======          ==========
  
       Fully Diluted                                $  0.29          $     0.24
                                                    =======          ==========
       Weighted Average Shares Outstanding           26,368              25,822
                                                    =======          ==========
  
  
                                         16
  
  <PAGE>
  
  Part II - Other Information
  
  Item 1.   Legal Proceedings
  
            Reference is made to the description of the legal proceedings
            contained in the Company's Annual Report on Form 10-K for the fiscal
            year ended December 29, 1996.
  
            The information from Notes 6 and 7 of the condensed consolidated
            financial statements of the Company as of March 30, 1997 (unaudited)
            is incorporated herein by reference.
  
  Item 2.   Changes in Securities
  
            None.
  
  Item 3.   Defaults Upon Senior Securities
  
            None.
  
  Item 4.   Submission of Matters to a Vote of Security Holders.
  
            None.
  
  Item 5.   Other Information
  
            None.
  
  Item 6.   Exhibits and Reports on Form 8-K
  
            (a) Exhibits:
  
  3.1(a)        -    Restated Certificate of Incorporation of the Company.
  3.2(a)        -    By-laws of the Company.
  4.1(b)        -    Indenture, dated as of June 3, 1993, among Foamex L.P. and
                     Foamex Capital Corporation ("FCC"), as joint and several
                     obligors, General Felt, as Guarantor, and Shawmut Bank,
                     National Association ("Shawmut"), as trustee, relating to
                     $160,000,000 principal amount of 9 1/2% Senior Secured Notes
                     due 2000, including form of Senior Secured Note.
  4.2(a)        -    First Supplemental Indenture, dated as of November 18, 1993,
                     among the Company and FCC, as Issuers, General Felt and
                     Perfect Fit, as Guarantors and Shawmut, as trustee, relating
                     to the Senior Secured Notes.
  4.3(a)        -    Second Supplemental Indenture, dated as of December 14, 1993,
                     among the Company and FCC, as Issuers, the Company, General
                     Felt and Perfect Fit, as Guarantors and Shawmut, as trustee,
                     relating to the Senior Secured Notes.
  4.3.1(p)      -    Third Supplemental Indenture, dated as of August 1, 1996, by
                     and among the Foamex L.P. and FCC, as Issuers, the Company,
                     as parent guarantor, General Felt, as guarantor, Perfect Fit,
                     as withdrawing guarantor, and Fleet National Bank ("Fleet"),
                     as trustee, relating to the Senior Secured Notes.
  4.4(b)        -    Company Pledge Agreement, dated as of June 3, 1993, by Foamex
                     L.P. in favor of Shawmut, as trustee for the holders of the
                     Senior Secured Notes.
  4.5(b)        -    Company Pledge Agreement, dated as of June 3, 1993, by FCC in
                     favor of Shawmut, as trustee for the holders of the Senior
                     Secured Notes.
  4.6(b)        -    Subsidiary Pledge Agreement, dated as of June 3, 1993, by
                     General Felt in favor of Shawmut, as trustee for the holders
                     of the Senior Secured Notes.
  
  
                                         17
  <PAGE>
  
  4.7(b)        -    Company Security Agreement, dated as of June 3, 1993, by
                     Foamex L.P. and FCC in favor of Shawmut, as trustee for the
                     holders of the Senior Secured Notes.
  4.8(b)        -    Subsidiary Security Agreement, dated as of June 3, 1993, by
                     General Felt in favor of Shawmut, as trustee for the holders
                     of the Senior Secured Notes. 
  4.9(b)        -    Collateral Assignment of Patents and Trademarks, dated as of
                     June 3, 1993, by Foamex L.P. in favor of Shawmut, as trustee
                     for the holders of the Senior Secured Notes. 
  4.10(b)       -    Collateral Assignment of Patents and Trademarks, dated as of
                     June 3, 1993, by FCC in favor of Shawmut, as trustee for the
                     holders of the Senior Secured Notes. 
  4.11(b)       -    Collateral Assignment of Patents and Trademarks, dated as of
                     June 3, 1993, by General Felt in favor of Shawmut, as trustee
                     for the holders of the Senior Secured Notes. 
  4.12(c)       -    Indenture, dated as of October 13, 1992, among Foamex L.P.,
                     FCC, and The Connecticut National Bank, as trustee, relating
                     to $150,000,000 principal amount of 11 1/4% Senior Notes due
                     2002, including form of Senior Note. 
  4.13(d)       -    First Supplemental Indenture, dated as of March 23, 1993,
                     among Foamex L.P. and FCC, as joint and several obligors,
                     General Felt, as Guarantor, and Shawmut Bank Connecticut,
                     National Association (formerly The Connecticut National Bank)
                     ("Shawmut Connecticut"), as trustee, relating to the Senior
                     Notes. 
  4.14(a)       -    Second Supplemental Indenture, dated as of November 18, 1993,
                     among Foamex L.P. and FCC, as Issuers, General Felt and
                     Perfect Fit, as Guarantors, and Shawmut Connecticut, as
                     trustee, relating to the Senior Notes. 
  4.15(a)       -    Third Supplemental Indenture, dated as of December 14, 1993,
                     among Foamex L.P. and FCC, as Issuers, the Company, General
                     Felt and Perfect Fit, as Guarantors, and Shawmut Connecticut,
                     as trustee, relating to the Senior Notes. 
  4.16(j)       -    Fourth Supplemental Indenture, dated as of October 31, 1994,
                     among Foamex L.P. and FCC as Issuers, the Company as Parent
                     Guarantor, General Felt and Perfect Fit as Guarantors, and
                     Shawmut Connecticut, as Trustee, relating to the Senior
                     Notes. 
  4.17(p)       -    Fifth Supplemental Indenture, dated as of August 1, 1996, by
                     and among Foamex L.P. and FCC as guarantor, Perfect Fit, as
                     withdrawing guarantors, and Fleet, as trustee, relating to
                     the Senior Notes. 
  4.18(c)       -    Indenture, dated as of October 13, 1992, among Foamex L.P.,
                     FCC and Shawmut, as trustee, relating to $126,000,000
                     principal amount of 117/8% Senior Subordinated Debentures due
                     2004, including form of Senior Subordinated Debenture.
  4.19(d)       -    First Supplemental Indenture, dated as of March 23, 1993,
                     among Foamex L.P. and FCC, as joint and several obligors,
                     General Felt, as Guarantor, and Shawmut, as trustee, relating
                     to the Senior Subordinated Debentures. 
  4.20(a)       -    Second Supplemental Indenture, dated as of November 18, 1993,
                     among Foamex L.P. and FCC, as Issuers, General Felt and
                     Perfect Fit, as Guarantors, and Shawmut, as trustee, relating
                     to the Senior Subordinated Debentures. 
  4.21(b)       -    Third Supplemental Indenture, dated as of December 14, 1993,
                     among Foamex L.P. and FCC, as Issuers, the Company, General
                     Felt and Perfect Fit, as Guarantors, and Shawmut, as trustee,
                     relating to the Senior Subordinated Debentures. 
  4.22(p)       -    Fourth Supplemental Indenture, dated as of August 1, 1996, by
                     and among Foamex L.P. and FCC, as Issuers, the Company, as
                     parent, General Felt, as guarantor, Perfect Fit, as
                     withdrawing guarantor, and Fleet, as trustee relating to the
                     Senior Subordinated Debentures. 
  4.23(i)       -    Indenture, dated as of June 28, 1994, among FJPS and FJCC, as
                     Issuers, the Company, 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(j)       -    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.
  
  
                                         18
  
  <PAGE>
  4.26(t)       -    Consent, Waiver and Amendment Agreement, dated December 11,
                     1996, between FJPS and Foamex L.P.
  4.27(p)       -    Commitment letter, dated July 9, 1996, from The Bank of Nova
                     Scotia to Foamex Canada Inc.
  4.28(p)       -    Third Amended and Restated Credit Agreement, dated as of July
                     30, 1996, among Foamex L.P., General Felt, Trace Foam
                     Company, Inc. ("Trace Foam"), FMXI, Inc. ("FMXI"), Citibank,
                     N.A., The Bank of Nova Scotia, the institutions from time to
                     time parties thereto as lenders, the institutions parties
                     thereto as issuing banks and Citibank, N.A. and The Bank of
                     Nova Scotia, as Administrative Agents (the "Credit
                     Agreement").
  4.29(q)       -    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 from time to time
                     parties thereto as Lenders, the parties thereto as issuing
                     banks and Citibank, N.A. and The Bank of Nova Scotia, as
                     Administrative Agents.
  4.30(t)       -    Second Amendment to Third Amended and Restated Credit
                     Agreement, dated as of November 27, 1996, among Foamex L.P.,
                     General Felt, Trace Foam, FMXI, Citibank, N.A., The Bank of
                     Nova Scoria, the institutions from time to time parties
                     thereto as lenders, the institutions parties thereto as
                     issuing banks and Citibank, N.A. and The Bank of Nova Scotia,
                     as Administrative Agents.
  4.31(a)       -    Guaranties, dated November 18, 1993, executed by each of
                     Foamex L.P., General Felt, and Perfect Fit, as guarantor,
                     respectively, in favor of Citibank, N.A., as Administrative
                     Agent, for the ratable benefit of the lenders and the issuing
                     banks, guaranteeing the obligations of one another under the
                     Credit Agreement.
  4.32(a)       -    Guaranty, dated November 18, 1993, executed by FCC in favor
                     of Citibank, N.A., as Administrative Agent, for the ratable
                     benefit of the lenders and the issuing banks, guaranteeing
                     the obligations of Foamex L.P., General Felt, and Perfect Fit
                     under the Credit Agreement.
  4.33(i)       -    Amended and Restated Guaranty, dated as of June 28, 1994,
                     executed by the Company in favor of Citibank, N.A. and The
                     Bank of Nova Scotia, as Administrative Agents, for the
                     ratable benefit of the lenders and the issuing banks under
                     the Credit Agreement.
  4.34(n)       -    First Amendment to Amended and Restated Guaranty, dated June
                     30, 1995, executed by the Company in favor of Citibank, N.A.
                     and The Bank of Nova Scotia, as Administrative Agents, for
                     the ratable benefit of the lenders and the issuing banks
                     under the Credit Agreement.
  4.35(n)       -    Second Amendment to Amended and Restated Guaranty, dated
                     February 27, 1996, executed by the Company in favor of
                     Citibank, N.A. and The Bank of Nova Scotia, as Administrative
                     Agents, for the ratable benefit of the lenders and the
                     issuing banks under the Credit Agreement.
  4.36(t)       -    Third Amendment to Amended and Restated Guaranty, dated
                     November 27, 1996, executed by the Company in favor of
                     Citibank, N.A. as Collateral Agent, for the ratable benefit
                     of the lenders and the issuing banks under the Credit
                     Agreement.
  4.37(a)       -    Security Agreements, dated November 18, 1993, executed by
                     each of Foamex L.P., General Felt, Perfect Fit, and FCC,
                     respectively, and Citibank N.A., as Administrative Agent for
                     the lenders and the issuing banks under the Credit Agreement.
  4.38(i)       -    Amendatory Agreement, dated as of June 28, 1994, among Foamex
                     L.P., General Felt, Perfect Fit, FCC, and Citibank, N.A., as
                     collateral agent under the Credit Agreement.
  4.39(p)       -    Amendatory Agreement, dated as of July 30, 1996, among Foamex
                     L.P., General Felt, FCC, and Citibank, N.A., as collateral
                     agent under the Credit Agreement.
  4.40(a)       -    Intercreditor Agreement, dated as of November 18, 1993, by
                     and between Citibank, N.A., as Administrative Agent under the
                     Credit Agreement and Shawmut, as trustee under the Foamex
                     L.P. Senior Secured Note Indenture.
  4.41(a)       -    Subordinated Promissory Note, dated as of May 6, 1993, in the
                     original principal amount of $7,014,864 executed by Foamex
                     L.P. to John Rallis ("Rallis").
  4.42(a)       -    Marely Loan Commitment Agreement, dated as of December 14,
                     1993, by and between the Company and Marely s.a. ("Marely").
  
                                         19
  <PAGE>
  
  4.43(a)       -    DLJ Loan Commitment Agreement, dated as of December 14, 1993,
                     by and between the Company and DLJ Funding, Inc. ("DLJ
                     Funding") .
  4.44(p)       -    Promissory Note, dated July 7, 1996, in the aggregate
                     principal amount of $4,372,516, executed by Trace Holdings to
                     Foamex L.P.
  10.1(a)       -    Registration Rights Agreement, dated as of December 14, 1993,
                     by and among the Company and GBNY and, for certain limited
                     purposes as set forth therein, Trace Holdings and Trace Foam.
  10.2(a)       -    Registration Rights Agreement, dated as of December 14, 1993,
                     by and among the Company and RFC and, for certain limited
                     purposes as set forth therein, Trace Holdings and Trace Foam.
  10.3(a)       -    Registration Rights Agreement, dated as of December 14, 1993,
                     by and between the Company and Rallis.
  10.4(a)       -    Registration Rights Agreement, dated as of December 14, 1993,
                     by and among the Company and DLJ Funding and, for certain
                     limited purposes as set forth therein, Trace Holdings and
                     Trace Foam.
  10.5(a)       -    Registration Rights Agreement, dated as of December 14, 1993,
                     by and between the Company and FCD Sub, Inc.
  10.6(a)       -    Registration Rights Agreement, dated as of December 14, 1993,
                     by and among the Company and Marely and, for certain limited
                     purposes as set forth therein, Trace Holdings and Trace Foam.
  10.7(a)       -    Registration Rights Agreement, dated as of December 14, 1993,
                     by and between the Company and Trace Foam.
  10.8(a)       -    Registration Rights Agreement, dated as of December 14, 1993,
                     by and between the Company and Trace Holdings.
  10.9(a)       -    Registration Rights Agreement, dated as of November 18, 1993,
                     by and among the Company and the Investors which are
                     signatories thereto.
  10.10(i)      -    Warrant Registration Rights Agreement, dated as of June 28,
                     1994, by and among the Company, DLJ Funding and Smith Barney
                     Inc.
  10.11(h)      -    Warrant Agreement, dated as of June 28, 1994, between the
                     Company and Shawmut.
  10.12(t)      -    Revised Confirmation Letter Agreements, dated as of January
                     7, 1997, by and between Foamex L.P. and Citibank, N.A.
  10.13(t)      -    Assignment Agreement, dated as of December 16, 1996, among
                     Foamex L.P., FCC, and Salomon Brothers Holdings Company Inc
                     ("Salomon Holdings").
  10.14(d)      -    Reimbursement Agreement, dated as of March 23, 1993, between
                     Trace Holdings and General Felt.
  10.15(d)      -    Shareholder Agreement, dated December 31, 1992, among
                     Recticel, s.a. ("Recticel"), Recticel Holding Noord B.V.,
                     Foamex L.P., Beamech Group Limited, LME-Beamech, Inc., James
                     Brian Blackell, and Prefoam AG relating to foam technology
                     sharing arrangement.
  10.16(e)      -    Asset Transfer Agreement, dated as of October 2, 1990,
                     between Trace Holdings and Foamex L.P. (the "Trace Holdings
                     Asset Transfer Agreement").
  10.17(e)      -    First Amendment, dated as of December 19, 1991, to the Trace
                     Holdings Asset Transfer Agreement.
  10.18(e)      -    Amended and Restated Guaranty, dated as of December 19, 1991,
                     made by Trace Foam in favor of Foamex L.P.
  10.19(e)      -    Asset Transfer Agreement, dated as of October 2, 1990,
                     between RFC and Foamex L.P. (the "RFC Asset Transfer
                     Agreement").
  10.20(e)      -    First Amendment, dated as of December 19, 1991, to the RFC
                     Asset Transfer Agreement.
  10.21(e)      -    Schedule 5.03 to the RFC Asset Transfer Agreement (the "5.03
                     Protocol").
  10.22(d)      -    The 5.03 Protocol Assumption Agreement, dated as of October
                     13, 1992, between RFC and Foamex L.P.
  10.23(d)      -    Letter Agreement between Trace Holdings and Recticel
                     regarding the Recticel guaranty, dated as of July 22, 1992.
  10.24(i)      -    Supply Agreement, dated June 28, 1994, between Foamex L.P.
                     and the Company.
  10.25(i)      -    First Amended and Restated Tax Sharing Agreement, dated as of
                     December 14, 1993, among Foamex L.P., Trace Foam, FMXI, and
                     the Company.
  
                                         20
  <PAGE>
  10.26(i)      -    Tax Sharing Agreement, dated as of June 28, 1994, among FJPS
                     and the Company.
  10.27(t)      -    Tax Distribution Advance Agreement, dated as of December 11,
                     1996, by and between Foamex L.P. and FJPS.
  10.28(d)      -    Trace Foam Management Agreement between Foamex L.P. and Trace
                     Foam, dated as of October 13, 1992.
  10.29(i)      -    Affirmation Agreement re: Management Agreement, dated as of
                     December 14, 1993 between Foamex L.P. and Trace Foam.
  10.30(m)      -    Aircraft Purchase Agreement, dated as of August 22, 1995, by
                     and between Trace Aviation Corp. ("Trace Aviation") and
                     Foamex Aviation Inc. ("Foamex Aviation").
  10.31(m)      -    Aircraft Sale, Lease and Operating Agreement, dated as of
                     August 22, 1995, by and between Trace Aviation and Trace
                     Holdings.
  10.32(m)      -    Assumption/Aircraft Security Agreement, dated as of August
                     22, 1995, by and between Foamex Aviation and the CIT
                     Group/Equipment Financing, Inc. ("CIT Group").
  10.33(m)      -    Collateral Assignment of Aircraft Leases and Aircraft Use
                     Agreements, dated as of August 22, 1995, by and between
                     Foamex Aviation and CIT Group.
  10.34(m)      -    Guaranty by the Company in favor of CIT Group, dated as of
                     August 22, 1995.
  10.35(m)      -    Aviation Guaranty Indemnity Agreement, dated as of August 22,
                     1995, by and between the Company and Trace Holdings.
  10.36(e)(o)    -    Salaried Incentive Plan of Foamex L.P. and Subsidiaries.
  10.37(e)(o)   -    Trace Holdings 1987 Nonqualified Stock Option Plan.
  10.38(e)(o)   -    Equity Growth Participation Program.
  10.39(j)(o)    -    General Felt Industries, Inc. Retirement Plan for Salaried
                     Employees, effective as of January 1, 1995.
  10.40(e)(o)   -    Foamex L.P. Salaried Retirement Plan (formerly known as the
                     Foamex L.P. Products, Inc. Salaried Employee Retirement
                     Plan), as amended, effective July 1, 1984.
  10.41(e)(o)   -    Foamex L.P. 401(k) Savings Plan dated January 1, 1989.
  10.42(l)(o)   -    Foamex/GFI 401(k) Savings Plan dated July 1, 1995.
  10.43(a)(o)   -    The Company's 1993 Stock Option Plan.
  10.44(a)(o)   -    The Company's Non-Employee Director Compensation Plan.
  10.45(a)(o)   -    Employment Agreement, dated as of May 6, 1993, by and between
                     Foamex L.P. and Rallis.
  10.46(f)(o)   -    Employment Agreement, dated as of February 1, 1994, by and
                     between Foamex L.P. and William H. Bundy.
  10.47(n)(o)   -    Employment Agreement, dated as of June 26, 1995, by and
                     between Foamex L.P. and Salvatore J. Bonanno
  10.48(k)(o)   -    Bonus Agreement, dated as of May 7, 1993, between the Company
                     and Robert Hay.
  10.49(a)      -    Amended and Restated Put Option Agreement, dated as of
                     December 14, 1993, by and between Trace Holdings and Rallis.
  10.50(f)      -    Stock Purchase Agreement, dated as of December 23, 1993, by
                     and between Transformacion de Espumas y Fieltros, S. A. de
                     C.V., the stockholders which are parties thereto, and Foamex
                     L.P.
  10.51(g)      -    Asset Purchase Agreement, dated as of May 25, 1994, by and
                     among JPS Automotive, JPS Textile Group, Inc., the Company,
                     JPS Auto Inc., and JPS Converter & Industrial Corp.
  10.52(r)       -    Agreement and Plan of Merger, as amended, dated as of June
                     11, 1996, by and among, PFI Subsidiary, Inc., PFI Acquisition
                     Corp., Jody B. Vitale, Perfect Fit, General Felt, and Foamex
                     L.P.
  10.53(s)      -    Equity Purchase Agreement, dated as of August 28, 1996, by
                     and among JPSGP Inc., FJPS, and Collins & Aikman Products Co.
  10.54(u)      -    Amendment No. 1 to Equity Purchase Agreement, by and among
                     JPSGP Inc., FJPS, the Company and Collins and Aikman Products
                     Co., dated as of December 11, 1996.
  21            -    Subsidiaries of the Registrant.
  27            -    Financial Data Schedule.
  
                                         21
  <PAGE>
  
  (a)  Incorporated herein by reference to the Exhibit to the Company's
       Registration Statement on Form S-1, Registration No. 33-69606.
  
  (b)  Incorporated herein by reference to the Exhibit to the Registration
       Statement of Foamex L.P. and FCC on Form S-4, Registration No. 33-65158.
  
  (C)  Incorporated herein by reference to the Exhibit to the Registration
       Statement of Foamex L.P., FCC, and General Felt on Form S-1, Registration
       Nos. 33-60888, 33-60888-01, and 33-60888-02.
  
  (d)  Incorporated herein by reference to the Exhibit to the Form 10-K Statement
       of Foamex L.P. and FCC for fiscal 1992.
  
  (e)  Incorporated herein by reference to the Exhibit to the Registration
       Statement of Foamex L.P. and FCC on Form S-1, Registration Nos. 33-49976
       and 33-49976-01.
  
  (f)  Incorporated herein by reference to the Exhibit to the Form 10-K of the
       Company for fiscal 1993.
  
  (g)  Incorporated herein by reference to the Exhibit to JPS Automotive's
       Registration Statement on Form S-1, Registration No. 33-75510.
  
  (h)  Incorporated by reference to the Exhibit to the Form 10-Q of the Company
       for the quarterly period ended July 3, 1994.
  
  (I)  Incorporated herein by reference to the Exhibit to the Registration
       Statement of FJPS, FJCC, and the Company on Form S-4, Registration No.
       33-82028.
  
  (j)  Incorporated herein by reference to the Exhibit to the Form 10-K of the
       Company for fiscal 1994.
  
  (k)  Incorporated herein by reference to the Exhibit to the Form 10-K of Foamex
       L.P. for fiscal 1994.
  
  (l)  Incorporated herein by reference to the Exhibit to the Form 10-Q of Foamex
       L.P. for the quarterly period ended July 2, 1995.
  
  (m)  Incorporated herein by reference to the Exhibit to the Form 10-Q of the
       Company for the quarterly period ended October 1, 1995.
  
  (n)  Incorporated herein by reference to the Exhibit to the Form 10-K of Foamex
       L.P. for fiscal 1995.
  
  (o)  A management contract or compensatory plan or arrangement required to be
       filed as an Exhibit pursuant to Item 14(C) of this report.
  
  (p)  Incorporated herein by reference to the Exhibit to the Form 10-Q of Foamex
       L.P. for the quarterly period ended June 30, 1996.
  
  (q)  Incorporated herein by reference to the Exhibit to the Form 10-Q of Foamex
       L.P. for the quarterly period ended September 29, 1996.
  
  (r)  Incorporated herein by reference to the Exhibit to the Form 8-K of Foamex
       L.P. reporting an event which occurred on June 11, 1996.
  
                                         22
  <PAGE>
  (s)  Incorporated herein by reference to the Exhibit to the Form 8-K of Foamex
       International Inc. reporting an event which occurred on August 28, 1996.
  
  (t)  Incorporated herein by reference to the Exhibit to the Form 10-K of Foamex
       L.P. for fiscal 1996.
  
  (u)  Incorporated herein by reference to the Exhibit to the Form 8-K of Foamex
       International Inc. reporting an event which occurred on December 11, 1996.
  
       Certain instruments defining the rights of security holders have been
  excluded herefrom in accordance with Item 601(b)(4)(iii) of Regulation S-K. The
  Registrant hereby agrees to furnish a copy of any such instrument to the
  Commission upon request.
  
  (b)  The Company filed the following Current Reports on Form 8-K:
  
       None.
  
  
                                         23
  
  <PAGE>
  
                                     SIGNATURES
  
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
  
                                          FOAMEX INTERNATIONAL INC.
  
  
  Date:     May 15, 1997                  By:     /s/ Kenneth R. Fuette
                                                  ------------------------
                                                  Kenneth R. Fuette
                                                  Chief Financial Officer and
                                                  Chief Accounting Officer
  
  
  
  
  
  
  
  
                                         24
metadata_documents: [{"type": "10-Q", "sequence": "1", "secsgml_size_bytes": 88077}]
metadata_filer: {"company-data": {"conformed-name": "FOAMEX INTERNATIONAL INC", "cik": "0000912908", "assigned-sic": "3086", "irs-number": "050473908", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "000-22624", "film-number": "97611187"}, "business-address": {"street1": "1000 COLUMBIA AVENUE", "city": "LINWOOD", "state": "PA", "zip": "19061", "phone": "6108593000"}, "mail-address": {"street1": "1000 COLUMBIA AVE", "city": "LINWOOD", "state": "PA", "zip": "19061"}}
text: SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM 10-Q
  
                  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934
  
                    For the quarterly period ended March 30, 1997
  
                           Commission file number 0-22624
  
                              FOAMEX INTERNATIONAL INC.
               (Exact name of registrant as specified in its charter)
  
              Delaware                               05-0473908
  (State or other jurisdiction of                 (I.R.S. Employer
  incorporation or organization)               Identification Number)
  
  1000 Columbia Avenue
  Linwood, PA                                           19061
  (Address of principal                               (Zip Code)
  executive offices)
  
  Registrant's telephone number, including area code:  (610) 859-3000
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding 12 months (or for such shorter period that the registrant was
  required to file such reports) and (2) has been subject to such filing
  requirements for the past 90 days.
  YES  X    NO
  
  The number of shares of the registrant's common stock outstanding as of May 12,
  1997 was 25,306,100.
  
                                    Page 1 of 24
                            Exhibit List on Page 17 of 24
  FOAMEX INTERNATIONAL INC.
  
                                        INDEX
                                                                              Page
  
  Part I.   Financial Information:
  
            Item 1.  Financial Statements
  
               Condensed Consolidated Statements of Operations - 
                  Thirteen Week Periods Ended March 30, 1997 
                  and March 31, 1996                                             3
  
               Condensed Consolidated Balance Sheets as of March 30, 
                  1997 and December 29, 1996                                     4
  
               Condensed Consolidated Statements of Cash Flows -   
                  Thirteen Week Periods Ended March 30, 1997 
                  and March 31, 1996                                             5
  
               Notes to Condensed Consolidated Financial Statements              6
  
            Item 2.  Management's Discussion and Analysis of 
                     Financial Condition and Results of Operations              12
  
  Part II.  Other Information                                                   17
  
            Exhibit List                                                        17
  
            Signatures                                                          24
  
                                          2
  PART I.  FINANCIAL INFORMATION
  ITEM 1.  FINANCIAL STATEMENTS
  
                     FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
  13 Week Periods Ended
                                                    March 30,     March 31,
                                                     1997           1996
                                                         (thousands)
  NET SALES                                        $ 229,120      $ 219,131
  
  COST OF GOODS SOLD                                 186,323        183,100
                                                   ---------      ---------
  
  GROSS PROFIT                                        42,797         36,031
  
  SELLING, GENERAL AND
     ADMINISTRATIVE EXPENSES                          15,987         13,970
                                                   ---------      ---------
  
  INCOME FROM OPERATIONS                              26,810         22,061
  
  INTEREST AND DEBT ISSUANCE EXPENSE                  13,968         12,903
  
  OTHER INCOME, NET                                      638            203
                                                   ---------      ---------
  
  INCOME FROM CONTINUING OPERATIONS
     BEFORE PROVISION FOR INCOME TAXES                13,480          9,361
  
  PROVISION FOR INCOME TAXES                           5,344          3,518
                                                   ---------      ---------
  
  INCOME FROM CONTINUING OPERATIONS                    8,136          5,843
  
  INCOME FROM DISCONTINUED OPERATIONS,
     NET OF INCOME TAXES                                  --            294
                                                   ---------      ---------
  
  INCOME BEFORE EXTRAORDINARY LOSS                        --          6,137
  
  EXTRAORDINARY LOSS ON EARLY EXTINGUISHMENT
     OF DEBT, NET OF INCOME TAXES                       (410)            --
                                                   ---------      ---------
  
  NET INCOME                                       $   7,726      $   6,137
                                                   =========      =========
  
  EARNINGS (LOSS) PER SHARE:
  
  INCOME FROM CONTINUING OPERATIONS                $    0.31      $    0.23
  
  INCOME FROM DISCONTINUED OPERATIONS                     --           0.01
                                                   ---------      ---------
  
  INCOME BEFORE EXTRAORDINARY LOSS                      0.31           0.24
  
  EXTRAORDINARY LOSS                                   (0.01)            --
                                                   ---------      ---------
  
  EARNINGS PER SHARE                               $    0.30      $    0.24
                                                   =========      =========
  
  WEIGHTED AVERAGE NUMBER OF SHARE OUTSTANDING        26,060         25,950
                                                   =========      =========
  The accompanying notes are an integral part of the condensed
                         consolidated financial statements.
  
                                          3
  FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
  March 30,     December 29,
  ASSETS                                                                                 1997            1996
  CURRENT ASSETS:                                                                              (thousands)
  Cash and cash equivalents                                                      $  34,001      $  22,203
        Accounts receivable, net                                                         131,108        126,573
        Inventories                                                                      102,344        102,610
        Other current assets                                                              56,544         55,718
                                                                                       ---------      ---------
  
            Total current assets                                                         323,997        307,104
  
  PROPERTY, PLANT AND EQUIPMENT, NET                                                     198,653        195,373
  
  COST IN EXCESS OF ASSETS ACQUIRED, NET                                                  81,810         82,471
  
  DEBT ISSUANCE COSTS, NET                                                                17,678         18,628
  
  OTHER ASSETS                                                                            16,439         16,270
                                                                                       ---------      ---------
  
  TOTAL ASSETS                                                                         $ 638,577      $ 619,846
                                                                                       =========      =========
  
  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
  CURRENT LIABILITIES:
        Short-term borrowings                                                          $   3,985      $   3,692
        Current portion of long-term debt                                                  9,554         14,505
        Accounts payable                                                                  85,200         84,930
        Accrued interest                                                                  19,280          9,012
        Other accrued liabilities                                                         62,999         58,384
                                                                                       ---------      ---------
  
            Total current liabilities                                                    181,018        170,523
                                                                                       ---------      ---------
  
  LONG-TERM DEBT                                                                         482,637        483,344
                                                                                       ---------      ---------
  
  OTHER LIABILITIES                                                                       24,507         24,082
                                                                                       ---------      ---------
  
  COMMITMENTS AND CONTINGENCIES                                                               --             --
                                                                                       ---------      ---------
  
  STOCKHOLDERS' EQUITY (DEFICIT):
        Preferred Stock, par value $1.00 per share:
            Authorized 5,000,000 shares - none issued 
        Common Stock, par value $.01 per share:
            Authorized 50,000,000 shares
            Issued 26,906,500 and 26,753,262
              shares, respectively; Outstanding 25,341,100 and
              25,198,862 shares, respectively                                                269            267
        Additional paid-in capital                                                        85,728         84,579
        Accumulated deficit                                                             (112,448)      (120,174)
        Other                                                                             (9,496)        (9,312)
                                                                                       ---------      ---------
                                                                                         (35,947)       (44,640)
        Common Stock held in treasury, at cost;
            1,565,400 shares at March 30, 1997 and 1,554,400
            shares at December 29, 1996                                                  (13,638)       (13,463)
                                                                                       ---------      ---------
  
            Total stockholders' equity (deficit)                                         (49,585)       (58,103)
                                                                                       ---------      ---------
  
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                 $ 638,577      $ 619,846
                                                                                       =========      =========
  The accompanying notes are an integral part of the condensed
                         consolidated financial statements.
  
                                          4
  FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
  13 Week Periods Ended
                                                                     March 30,     March 31,
                                                                       1997          1996
                                                                           (thousands)
  OPERATING ACTIVITIES:
     Net income                                                      $  7,726      $  6,137
     Adjustments to reconcile net income to net cash provided
         by operating activities:
         Depreciation and amortization                                  5,361         5,828
         Amortization of debt issuance costs and debt discount          3,766         3,336
         Income from discontinued operations                               --          (294)
         Extraordinary loss on early extinguishment of debt               410            --
         Other operating activities                                      (153)          409
         Changes in operating assets and liabilities, net of
            discontinued operations                                     1,790        (1,210)
                                                                     --------      --------
  
            Net cash provided by continuing operating activities       18,900        14,206
            Net cash provided by discontinued operations                   --         1,819
                                                                     --------      --------
            Net cash provided by operating activities                  18,900        16,025
                                                                     --------      --------
  
  INVESTING ACTIVITIES:
     Capital expenditures                                              (7,426)       (3,256)
     Decrease in restricted cash                                        8,356            --
     Other investing activities                                            --           981
     Discontinued operations investing activities                          --        (5,590)
                                                                     --------      --------
  
            Net cash provided by (used for) investing activities          930        (7,865)
                                                                     --------      --------
  
  FINANCING ACTIVITIES:
     Net proceeds from short-term borrowings                              293         1,930
     Proceeds from long-term debt                                         500            --
     Repayment of long-term debt                                       (9,230)       (2,394)
     Purchase of treasury stock                                          (175)       (2,458)
     Other financing activities                                           580           (32)
      Discontinued operations financing activities                         --          (784)
                                                                     --------      --------
  
            Net cash used for financing activities                     (8,032)       (3,738)
                                                                     --------      --------
  
  NET INCREASE IN CASH AND CASH EQUIVALENTS                            11,798         4,422
  
  CASH AND CASH EQUIVALENTS
     AT BEGINNING OF PERIOD                                            22,203         3,322
                                                                     --------      --------
  
  CASH AND CASH EQUIVALENTS
     AT END OF PERIOD                                                $ 34,001      $  7,744
                                                                     ========      ========
  The accompanying notes are an integral part of the condensed
                         consolidated financial statements.
  
                                          5
  FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Foamex International Inc.'s (the "Company") condensed consolidated balance
  sheet as of December 29, 1996 has been condensed from the audited consolidated
  balance sheet at that date. The condensed consolidated balance sheet as of March
  30, 1997 and the condensed consolidated statements of operations and the
  condensed consolidated statements of cash flows for the thirteen week periods
  ended March 30, 1997 and March 31, 1996 have been prepared by the Company and
  have not been audited by the Company's independent accountants. Also, the
  condensed consolidated statement of operations and the condensed consolidated
  statement of cash flows for the thirteen week period ended March 31, 1996 have
  been restated for discontinued operations (see Note 2 below). In the opinion of
  management, all adjustments, consisting only of normal recurring adjustments,
  considered necessary for a fair presentation of the financial position, results
  of operations and cash flows have been included.
  
       On April 7, 1997, the Company announced that an evaluation of its capital
  structure was initiated with the intention of refinancing certain long-term
  indebtedness to reduce the Company's interest expense and improve financing
  flexibility. On May 12, 1997, the Company announced a $540.0 million refinancing
  plan that includes a $480.0 million credit facility and $150.0 million of senior
  subordinated notes. As part of this refinancing plan, Foamex L.P. commenced
  tender offers with concurrent consent solicitations for $373.0 million of
  aggregate principal amount of its public debt and $116.7 million of aggregate
  principal amount of Foamex-JPS Automotive L.P.'s ("FJPS") senior secured
  discount debentures due 2004. The refinancing activities are expected to be
  completed by the end of the second quarter of 1997. (See Note 5 below for
  further discussion).
  
       Certain information and note disclosures normally included in the financial
  statements prepared in accordance with generally accepted accounting principles
  have been condensed or omitted in accordance with the rules and regulations of
  the Securities and Exchange Commission. These condensed consolidated financial
  statements should be read in conjunction with the Company's 1996 consolidated
  financial statements and notes thereto as set forth in the Company's Annual
  Report on Form 10-K for the fiscal year ended December 29, 1996.
  
  2.   DISCONTINUED OPERATIONS
  
       On December 11, 1996, the Company completed the sale of its partnership
  interests in JPS Automotive L.P. ("JPS Automotive") for a sale price of
  approximately $220.1 million including $200.1 million of JPS Automotive's
  indebtedness. The sale is subject to a post-closing adjustment which is expected
  to be finalized during the second quarter of 1997. The sale included
  substantially all of the net assets of the automotive textiles business segment.
  During 1996, the Company sold the outstanding common stock of Perfect Fit
  Industries, Inc. ("Perfect Fit"), a wholly-owned subsidiary, for an adjusted
  sale price of approximately $44.2 million. The sale included substantially all
  of the net assets of the home comfort products business segment. Accordingly,
  the accompanying condensed consolidated statement of operations and the
  condensed consolidated statement of cash flows for the thirteen week period
  ended March 31, 1996 reflect the home comfort products business segment as
  discontinued operations.
  
       The Company's condensed consolidated financial statements have been
  restated to reflect the discontinuation of the home comfort products and
  automotive textile business segments. In addition to the interest and debt
  issuance expense of JPS Automotive, interest and debt issuance expense was
  allocated to discontinued operations based on the estimated debt to be retired
  from the net proceeds from the sale of Perfect Fit and JPS Automotive. A summary
  
                                          6
  FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  2.   DISCONTINUED OPERATIONS (continued)
  
  of the operating results for the discontinued operations is as follows:
  13 Week Period Ended
                                                                            March 31, 1996  (1)
                                                                               (thousands)
  Net sales                                                                      $ 100,081
  Gross profit                                                                      16,739
  Income from operations                                                             8,346
  Interest and debt issuance expense                                                 6,963
  Other expense                                                                       (309)
  Income from discontinued operations before provision for income taxes              1,074
  Provision for income taxes                                                           780
  Income from discontinued operations, net of income taxes                             294
  (1)  The Company's discontinued operations includes the operations of Perfect
       Fit and JPS Automotive.
  3.   INVENTORIES
  
        Inventories consist of:
  
                                          March 30,         December 29,
                                            1997               1996
                                                  (thousands)
       Raw materials and supplies          $ 56,766          $ 61,559
       Work-in-process                       15,166            13,453
       Finished goods                        30,412            27,598
                                           --------          --------
  
           Total                           $102,344          $102,610
                                           ========          ========
  
  4.   EARNINGS (LOSS) PER SHARE
  
       Earnings (loss) per share is calculated by dividing net income by the
  weighted average shares of common stock outstanding. Common stock equivalents
  have been included in the weighted average shares of common stock outstanding
  for 1997 and 1996.
  
       In February 1997, the Financial Accounting Standards Board issued Statement
  of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share". SFAS
  128 specifies new standards designed to improve the earnings per share ("EPS")
  information provided in financial statements by simplifying the existing
  computational guidelines, revising the disclosure requirements, and increasing
  the comparability of EPS data on an international basis. Some of the changes
  made to simplify the EPS computations include: (i) eliminating the presentation
  of primary EPS and replacing it with basic EPS, with the principal difference
  being that common stock equivalents are not considered in computing basic EPS,
  (ii) eliminating the modified treasury stock method and the three percent
  
                                          7
  FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  4.   EARNINGS (LOSS) PER SHARE (continued)
  
  materiality provision and (iii) revising the contingent share provisions and the
  supplemental EPS data requirements. Under the provisions of SFAS 128, the
  Company would have reported the following net income earnings per share
  information:
  
                                                      13 Week Periods Ended
                                                    March 30,         March 31,
                                                      1997              1996
                                                            (thousands)
       Basic                                        $  0.31          $     0.24
                                                    =======          ==========
       Weighted Average Shares Outstanding           25,311              25,718
                                                    =======          ==========
  
       Fully Diluted                                $  0.29          $     0.24
                                                    =======          ==========
       Weighted Average Shares Outstanding           26,368              25,822
                                                    =======          ==========
  
  5.   LONG-TERM DEBT
  
       Refinancing Plan
  
       On May 12, 1997, the Company announced a refinancing plan designed to
  improve its financial and operating flexibility and reduce interest expense. As
  part of this refinancing plan, Foamex L.P., a 99% owned subsidiary of the
  Company, commenced tender offers with concurrent consent solicitations for a
  total of $489.7 million of aggregate principal of public debt, including:
  
  o    $104.3 million of aggregate principal of its 9 1/2% Senior Secured Notes
       due 2000 for an aggregate consideration of 104.193% of principal plus
       accrued interest, comprised of a tender price of 102.193% and a consent fee
       of 2%;
  
  o    $135.9 million of aggregate principal of its 11 1/4% Senior Notes due 2002
       for an aggregate consideration of 105.709% of principal plus accrued
       interest, comprised of a tender price of 103.709% and a consent fee of 2%;
  
  o    $125.8 million of aggregate principal of its 11 7/8% Senior Subordinated
       Debentures due 2004 for an aggregate consideration of 107.586% of principal
       plus accrued interest, comprised of a tender price of 105.586% and a
       consent fee of 2%;
  
  o    $7.0 million of aggregate principal of its 11 7/8% Senior Subordinated
       Debentures, Series B due 2004 for an aggregate consideration of 107.586% of
       principal plus accrued interest, comprised of a tender price of 105.586%
       and a consent fee of 2%; and
  
  o    $116.7 million principal amount of the Foamex-JPS Automotive L.P. Senior
       Secured Discount Debentures due 2004 for an aggregate consideration of 88%
       of principal amount, which represents approximately 116.2% of the projected
       accreted value as of June 9, 1997, comprised of a tender price of 86% of
       principal amount and a consent fee of 2%.
  
                                          8
  FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  5.   LONG-TERM DEBT (continued)
  
       The consent solicitations will expire on May 23, 1997 and the tender offers
  will expire on June 9, 1997. Holders who tender their securities in the tender
  offers will be deemed to have submitted consents in the consent solicitations.
  Holders may not deliver consents without tendering their securities. Holders
  must tender their securities prior to May 23, 1997 in order to receive the
  consent fee. Holders who tender their securities after such date and before the
  expiration date of June 9, 1997 will receive the tender price for their
  securities, but will not receive the consent fee.
  
       Foamex L.P. also plans to repay all borrowings under the terms of its
  existing credit facility outstanding at the closing of the refinancing plan
  which is estimated to be $5.2 million. Outstanding term loan borrowings as of
  March 30, 1997 is approximately $10.0 million (see Extinguishment of Debt
  discussed below).
  
       The Company expects to fund the repurchase with the proceeds of:
  
  o    A $480.0 million Foamex L.P. credit facility arranged by a bank lending
       group including an estimated $150.0 million revolving credit line. Upon
       completion of the refinancing transactions, Foamex L.P. expects to have
       approximately $100.0 million available under the revolving credit line.
  
  o    A $150.0 million offering of Foamex L.P. senior subordinated notes in the
       Rule 144A market.
  
  o    Cash on hand.
  
       The Company expects that as a result of its refinancing activities,
  assuming no material changes in interest rates and the tendering of
  substantially all of the Company's outstanding public debt. Future annualized
  interest expense will be reduced by between $8.0 million and $11.0 million as
  compared to the interest expense required by the existing indentures and credit
  agreements.
  
       The Company expects to complete its refinancing activities by the end of
  the second quarter of 1997 and record an extraordinary loss on the early
  extinguishment of debt, net of income tax, of between $41.0 million to $47.0
  million related to the premiums paid to repurchase the debt, the write-off of
  debt issuance costs and additional one-time charges related to the other aspects
  of the refinancing plan.
  
       The Company's future interest expense, and the ability to realize the
  expected savings in interest expense, will vary based on a variety of factors,
  including fluctuation in interest rates in general; the pricing of the credit
  agreement and the senior subordinated notes; and the percentage of securities
  tendered in the tender offers. In addition, if the refinancing is consummated,
  variable rate debt will comprise a larger percentage of the Company's overall
  indebtedness than in the past, and as a result, future fluctuations in interest
  rates will have a greater impact on the Company's interest expense than in the
  past. Also, the amount of the expected extraordinary loss on the early
  extinguishment of debt in the second quarter of 1997 will vary based on a
  variety of factors, including the percentage of securities tendered in the
  tender offers and other factors beyond the Company's control.
  
       Consummation of the tender offers, the consent solicitations, the bank
  financing and the senior subordinated note offering are subject to conditions,
  several of which are beyond the Company's control, and there can be no assurance
  that such transactions will be consummated.
  
       This report shall not constitute an offer to sell or the solicitation of an
  offer to buy the securities offered by Foamex L.P. in the private placement
  
                                          9
  FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  5.   LONG-TERM DEBT (continued)
  
       Extinguishment of Debt
  
       During 1997, the Company used approximately $8.4 million of the net
  proceeds from the sale of Perfect Fit to repurchase outstanding indebtedness of
  approximately $8.0 million. Also, during April 1997, the Company used the
  remaining net proceeds from the sale of Perfect Fit to reduce bank term loan
  borrowings by approximately $3.8 million.
  
  6.   ENVIRONMENTAL MATTERS
  
       As of March 30, 1997, the Company has environmental accruals of
  approximately $4.0 million for environmental matters. In addition, as of March
  30, 1997, the Company has net receivables of approximately $1.0 million relating
  to indemnification for environmental liabilities, net of an allowance of
  approximately $1.0 million relating to potential disagreements regarding the
  scope of the indemnification. The Company believes that realization of the
  receivables established for indemnification is probable.
  
       On May 5, 1997, there was an accidental chemical spill at one of the
  Company's manufacturing facilities that was contained on site. The remaining
  clean-up of the site is expected to primarily consist of the disposal of
  contaminated soil. Foamex L.P. has contacted the appropriate environmental
  authorities but has received no notification from such authorities regarding the
  accidental chemical spill including the method of disposal of the contaminated
  soil. Foamex L.P. expects to take a charge of at least $0.6 million in the
  second quarter of 1997 for the clean-up of the site including the disposal of
  the contaminated soil. The actual cost and the timetable of the clean-up of the
  site cannot be predicted with any degree of certainty at this time; therefore,
  there can be no assurance that the clean-up of the site will not result in a
  more significant environmental liability in the future.
  
       The Company has reported to appropriate state authorities that it has found
  soil and groundwater contamination in excess of state standards at four
  additional facilities and soil contamination in excess of state standards at
  three other facilities. The Company has begun remediation and is conducting
  further investigations into the extent of the contamination at these facilities
  and, accordingly, the extent of the remediation that may ultimately be required.
  The actual cost and the timetable of any such remediation cannot be predicted
  with any degree of certainty at this time. As of March 30, 1997, the Company has
  environmental accruals of approximately $3.1 million for the remaining potential
  remediation costs for these facilities based on engineering estimates.
  
       Federal regulations require that by 1998 all underground storage tanks
  ("USTs") be removed or upgraded in most states to meet applicable standards. The
  Company has six USTs that will require removal or permanent in-place closure by
  the end of 1998. Due to the age of these tanks, leakage may have occurred
  resulting in soil and possibly groundwater contamination. The Company has
  accrued approximately $0.4 million for the estimated removal and remediation, if
  any, associated with the USTs. However, the full extent of contamination and,
  accordingly, the actual cost of such remediation cannot be predicted with any
  degree of certainty at this time. The Company believes that its USTs do not pose
  a significant risk of environmental liability because of the Company's
  monitoring practices for USTs and conditional approval for permanent in-place
  closure for certain USTs. However, there can be no assurance that such USTs will
  not result in significant environmental liability in the future.
  
       The Company has been designated as a Potentially Responsible Party ("PRP")
  by the United States Environmental Protection Agency (the "EPA") with respect to
  thirteen sites, with an estimated total liability to the Company for the
  thirteen sites of less than approximately $0.5 million. Estimates of total
  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 the Company is considered to be immaterial.
  
                                         10
  FOAMEX INTERNATIONAL INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
  
  6.   ENVIRONMENTAL MATTERS (continued)
  
       Although it is possible that new information or future developments could
  require the Company to reassess its potential exposure relating to all pending
  environmental matters, management believes that, based upon all currently
  available information, the resolution of such environmental matters will not
  have a material adverse effect on the Company's operations, financial position,
  capital expenditures or competitive position. The possibility exists, however,
  that new environmental legislation and/or environmental regulations may be
  adopted, or other environmental conditions may be found to exist, that may
  require expenditures not currently anticipated and that may be material.
  
  7.   LITIGATION
  
       As of May 12, 1997, the Company and Trace International Holdings, Inc.
  ("Trace Holdings") were two of multiple defendants in actions filed on behalf of
  approximately 5,000 recipients of breast implants in various United States
  federal and state courts and one Canadian provincial court, some of which allege
  substantial damages, but most of which allege unspecified damages for personal
  injuries of various types. Five of these cases seek to allege claims on behalf
  of all breast implant recipients or other allegedly affected parties, but no
  class has been approved or certified by the court. In addition, three cases have
  been filed alleging claims on behalf of approximately 700 residents of
  Australia, New Zealand, England, and Ireland. During 1995, the Company and Trace
  Holdings were granted summary judgments and dismissed as defendants from all
  cases in the federal courts of the United States and the state courts of
  California. Appeals for these decisions were withdrawn and the decisions are
  final. In addition, two of the cases filed on behalf of 903 foreign plaintiffs
  were dismissed on the grounds that the cases could not be brought in the United
  States courts. This decision is subject to appeal. The Company 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 the Company or Trace Holdings. Neither the Company 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, and
  without taking into account potential indemnity from the manufacturers of
  polyurethane covered breast implants, management believes that the disposition
  of matters that are pending or that may reasonably be anticipated to be asserted
  should not have a material adverse effect on either the Company's or Trace
  Holdings' consolidated financial position or results of operations. In addition,
  the Company is also indemnified by Trace Holdings for any such liabilities
  relating to foam manufactured prior to October 1990. Although Trace Holdings has
  paid the Company's litigation expenses to date pursuant to such indemnification
  and management believes Trace Holdings likely will be in a position to continue
  to pay such expenses, there can be no absolute assurance that Trace Holdings
  will be able to provide such indemnification. Based on information available at
  this time with respect to the potential liability, and without taking into
  account the indemnification provided by Trace Holdings and the coverage provided
  by Trace Holdings' and the Company's liability insurance, the Company believes
  that the proceedings should not ultimately result in any liability that would
  have a material adverse effect on the financial position or results of
  operations of the Company. If management's assessment of the Company's liability
  with respect to these actions is incorrect, such actions could have a material
  adverse effect on the Company.
  
       The Company is party to various other lawsuits, both as defendant and
  plaintiff, arising in the normal course of business. It is the opinion of
  management that the disposition of these lawsuits will not individually or in
  the aggregate, have a material adverse effect on the financial position or
  results of operations of the Company. If management's assessment of the
  Company's liability with respect to these actions is incorrect, such actions
  could have a material adverse effect on the Company's consolidated financial
  position.
  
                                         11
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
       The Company operates in the flexible polyurethane and advanced polymer foam
  products industry. The Company's operations are conducted through its largest
  subsidiary Foamex L.P., together with Foamex L.P.'s wholly-owned subsidiaries,
  General Felt Industries, Inc., Foamex Fibers, Inc., Foamex Canada Inc., Foamex
  Latin America, Inc., and Foamex Asia, Inc. The following discussion should be
  read in conjunction with the condensed consolidated financial statements and
  related notes thereto of the Company included in this report.
  
       On April 7, 1997, the Company announced that an evaluation of its capital
  structure was initiated with the intention of refinancing certain long-term
  indebtedness to reduce the Company's interest expense and improve financing
  flexibility. On May 12, 1997, the Company announced a refinancing plan designed
  to improve its financial and operating flexibility and reduce interest expense.
  As part of this refinancing plan, Foamex L.P., a 99% owned subsidiary of the
  Company, commenced tender offers with concurrent consent solicitations for a
  total of $373.0 million of its aggregate principal of public debt and $116.7
  million principal amount of FJPS's public debt. The refinancing plan, including
  the tender offers, are subject to conditions, several of which are beyond the
  control of the Company, and there can be no assurance that such transactions
  will be consummated. (See Note 5 to the condensed consolidated financial
  statements for further discussion).
  
       The principal suppliers to the foam industry announced raw material price
  increases effective April 1997. The Company is unable to predict whether, or to
  what extent, the April 1997 increases or any future increase will be sustained.
  The Company believes that if any price increase is sustained in the industry, it
  will also be impacted by such increase. There can be no assurance that chemical
  suppliers will not increase raw material costs in the future or that the Company
  will be able to implement selling price increases to offset any such raw
  material cost increases.
  
       During 1996, the Company sold Perfect Fit and JPS Automotive which
  comprised the home comfort products and automotive textile business segments,
  respectively, of the Company. Accordingly, the accompanying condensed
  consolidated statement of operations and the condensed consolidated statement of
  cash flows for the thirteen week period ended March 31, 1996 reflects the home
  comfort products and automotive textile business segments as discontinued
  operations. See Note 2 to the condensed consolidated financial statements for
  further discussion.
  
       Operating results for 1997 are expected to be influenced by various
  internal and external factors. These factors include, among other things, (i)
  continued implementation of an operational plan to improve the Company's
  profitability, (ii) the potential recapitalization of the Company, (iii)
  additional raw material price increases, if any, by the Company's chemical
  suppliers and (iv) the Company's success in passing on to its customers selling
  price increases to recover such raw material cost increases.1
  
  13 Week Period Ended March 30, 1997 Compared to 13 Week Period Ended March 31,
  1996
  
  Results of Operations
  
       Net sales for the first quarter of 1997 were $229.1 million as compared to
  $219.1 million in the first quarter of 1996, an increase of $10.0 million or
  4.6%. Carpet cushion net sales for the first quarter of 1997 increased 6.9% to
  $67.9 million from $63.5 million in the first quarter of 1996 primarily due to
  the effect of increased selling prices that were initiated late in the second
  quarter of 1996, as well as increased shipments of certain carpet cushion
  products. Cushioning foam net sales for the first quarter of 1997 increased 1.8%
  to $84.0 million from $82.5 million in the first quarter of 1996 primarily due
  to an increase in net sales from both new and existing customers 
  
  -------- 
  1    This paragraph contains forward-looking statements and should be read in
       conjunction with the discussion regarding forward-looking statements set
       forth on Pages 3 and 4 of the Company's 1996 Annual Report on Form 10-K.
  
                                         12
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
  of bedding related products. Automotive foam net sales for the first quarter of
  1997 increased 6.6% to $59.7 million from $56.0 million in the first quarter of
  1996 primarily due to a continued increase in net sales of tri-laminates and
  composite headliners and increased selling prices implemented during the first
  quarter of 1996. Technical foam net sales for the first quarter of 1997
  increased 2.3% to $17.5 million from $17.1 million in the first quarter of 1996
  primarily due to increased volume.
  
       Gross profit as a percentage of net sales increased to 18.7% for the first
  quarter of 1997 from 16.4% in the first quarter 1996 primarily due to selling
  price increases and improved material and production efficiencies which includes
  (i) the impact during the first quarter of 1997 of the selling prices initiated
  in 1996 to offset previous raw material cost increases, (ii) favorable raw
  material efficiencies and (iii) an increased favorable impact of the 1995
  operational plan in the first quarter of 1997 as compared to the first quarter
  of 1996.
  
       Operating income increased to $26.8 million for the first quarter of 1997
  from $22.1 million in the first quarter of 1996 primarily due to improved gross
  profit margins as discussed above, offset by a $2.0 million increase in selling,
  general and administrative expenses for the first quarter of 1997. The increase
  in selling, general and administrative expenses is primarily due to increases in
  employee compensation and incentives and costs associated with the launching of
  new products and international expansion.
  
       Income from continuing operations increased to $8.1 million or $0.31 per
  share for the first quarter of 1997 as compared to $5.8 million or $0.23 per
  share in the first quarter of 1996. The increase is primarily due to the reasons
  cited above, offset by an increase in interest and debt issuance expense of $1.1
  million. The increase in interest and debt issuance expense is primarily due to
  the inclusion in the first quarter of 1997 continuing operations of interest
  expense on $10.4 million of public debt which was expected to be retired with
  the net proceeds from the sale of JPS Automotive; whereas for the first quarter
  of 1996, this interest expense was allocated to discontinued operations. Income
  from discontinued operations in the first quarter of 1996 represents the
  operating income of Perfect Fit and JPS Automotive which were sold during 1996.
  See Note 2 to the condensed consolidated financial statements for further
  discussion. The effective income tax rate for continuing operations increased to
  39.6% for the first quarter of 1997 from 37.6% in the first quarter of 1996
  primarily due to $0.2 million of tax benefits realized by a subsidiary that
  files federal income tax returns.
  
       The extraordinary loss on early extinguishment of debt of $0.4 million (net
  of income tax benefits of $0.3 million) relates to the write-off of debt
  issuance costs associated with the early extinguishment of $8.0 million of debt.
  
  Liquidity and Capital Resources
  
       Effects of the Refinancing Plan2
  
       Upon consummation of the Company's refinancing plan, Foamex L.P. will
  purchase all securities validly tendered in the tender offer, and will repay its
  existing credit facility. Foamex L.P. will fund such payments through the
  issuance of $150.0 million principal amount of senior subordinated notes in a
  private placement, a new credit facility for up to $480.0 million, of which
  approximately $380.0 million is expected to be borrowed upon the closing of the
  refinancing, and with cash on hand. Consummation of the refinancing plan is
  expected to increase the outstanding principal amount of the Company's total
  long-term debt by $31.6 million from $492.2 million as 
  
  --------
  2    This paragraph contains forward-looking statements and should be read in
       conjunction with the discussion regarding forward-looking statements set
       forth on Pages 3 and 4 of the Company's 1996 Annual Report on Form 10-K.
  
                                         13
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
  of March 30, 1997 to $523.8 million on a pro forma basis (assuming all of the
  securities are tendered in the tender offers).
  
       The Company expects to complete its refinancing activities by the end of
  the second quarter of 1997 and record an extraordinary loss on the early
  extinguishment of debt (net of income taxes) of between $41.0 million to $47.0
  million in the second quarter of 1997 related to the premiums paid to repurchase
  the debt, the write-off of debt issuance costs and additional one-time charges
  related to other aspects of the refinancing plan.
  
       The Company expects that as a result of its refinancing activities,
  assuming no material changes in interest rates and the tendering of
  substantially all of the Company's outstanding public debt. Future annualized
  interest expense will be reduced by between $8.0 million and $11.0 million as
  compared to the interest expense required by the existing indentures and credit
  agreements.
  
       The Company's future interest expense, and the ability to realize the
  expected savings in interest expense, will vary based on a variety of factors,
  including fluctuation in interest rates in general; the pricing of the credit
  agreement and the senior subordinated notes; and the percentage of securities
  tendered in the tender offers. In addition, if the refinancing is consummated,
  variable rate debt will comprise a larger percentage of the Company's overall
  indebtedness than in the past, and as a result, future fluctuations in interest
  rates will have a greater impact on the Company's interest expense than in the
  past. Also, the amount of the expected extraordinary loss on the early
  extinguishment of debt in the second quarter of 1997 will vary based on a
  variety of factors, including the percentage of securities tendered in the
  tender offers and other factors beyond the Company's control.
  
       Consummation of the tender offers, the consent solicitations, the credit
  facility and the senior subordinated notes offering are subject to conditions,
  several of which are beyond the Company's control, and there can be no assurance
  that such transactions will be consummated. (See Note 5 to the condensed
  consolidated financial statements).
  
       Liquidity and Capital Resources
  
       The Company's operating cash requirements consist principally of working
  capital requirements, scheduled payments of principal and interest on
  outstanding indebtedness and capital expenditures. The Company believes that
  cash flow from operating activities, cash on hand and periodic borrowings under
  revolving credit agreements, if necessary, will be adequate to meet its
  operating cash requirements. The ability to meet operating cash requirements
  could be impaired if Foamex L.P. were to fail to comply with any of the
  covenants contained in its credit agreements or indentures and such
  noncompliance was not cured by Foamex L.P. or waived by the lenders or
  bondholders. Foamex L.P. was in compliance with such covenants as of March 30,
  1997 and expects to be in compliance with such covenants for the foreseeable
  future. The ability of Foamex L.P. to make distributions to the Company is
  restricted by the terms of its existing financing agreements.
  
       Cash and cash equivalents increased $11.8 million during the first quarter
  of 1997 to $34.0 million at March 30, 1997 from $22.2 million at December 29,
  1996 primarily due to $18.9 million of net cash provided by operating activities
  offset by $7.4 million of cash used for capital expenditures and $0.2 million
  used for the purchase of treasury stock. In addition, the Company utilized
  approximately $8.4 million of restricted cash to repurchase long-term debt with
  a net book value of approximately $8.0 million. Cash flow from continuing
  operating activities increased $4.7 million to $18.9 million for the first
  quarter of 1997 as compared to $14.2 million for the first quarter of 1996. Cash
  flow from continuing operating activities increased for 1997 as compared to 1996
  primarily due to an increase of $1.6 million in income from continuing
  operations and a $3.0 million reduction in the use of cash for operating assets
  and liabilities.
  
                                         14
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
       Working capital increased $6.4 million for the first quarter of 1997 to
  $143.0 million at March 30, 1997 from $136.6 million at December 29, 1996. The
  increase in working capital is primarily due to improved operating results from
  continuing operations. The net operating assets and liabilities (comprised of
  accounts receivable, inventories and accounts payable) increased $4.0 million to
  $148.3 million at March 30, 1997 from $144.3 million at December 29, 1996
  primarily due to an increase in accounts receivable. The increase in accounts
  receivable is primarily due to an increase in net sales for March 1997 as
  compared to December 1996. Inventories and account payable were fairly
  consistent as compared to December 29, 1996.
  
       During 1997, the Company spent approximately $7.4 million on capital
  expenditures and expects to maintain or reduce spending for capital expenditures
  for the foreseeable future since significant capital projects (e.g. new Mexico
  City facility) are expected to be completed during 1997.
  
       As of March 30, 1997, there were no outstanding revolving credit borrowings
  under Foamex L.P.'s existing credit facility with unused availability of
  approximately $32.8 million. Borrowings by Foamex Canada Inc. as of March 30,
  1997 were $4.0 million under a revolving credit agreement with unused
  availability of approximately $0.3 million.
  
       Interest Rate Swaps
  
       Foamex L.P. has interest rate swap agreements with a notional amount of
  $300.0 million through December 2001. Under the swap agreements, Foamex L.P. is
  obligated to make fixed payments at 5.30% per annum for the twelve months ended
  in December 1997 and variable payments based on LIBOR for the remainder of the
  agreement, in exchange for fixed payments by the swap partner at 6.0% per annum
  for the remainder of the agreement, payable semiannually in arrears. The swap
  partner has the ability to terminate the swap agreement after the December 1997
  payment if the LIBOR rate Foamex L.P. is to pay for any period thereafter is
  equal to or less than 4.50% per annum. Interest expense will be subject to
  fluctuations in LIBOR during the term of the swap agreement except during 1997.
  Foamex L.P. is exposed to credit loss in the event of nonperformance by the swap
  partner; however, the occurrence of this event is not anticipated. The effect of
  the two interest rate swaps described above was a favorable adjustment to
  interest expense of $0.9 million and $0.8 million for the thirteen week periods
  ended March 30, 1997 and March 31, 1996, respectively.
  
  Environmental Matters
  
       On May 5, 1997, there was an accidental chemical spill at one of the
  Company's manufacturing facilities that was contained on site. The remaining
  clean-up of the site is expected to primarily consist of the disposal of
  contaminated soil. The Company has contacted the appropriate environmental
  authorities but has received no notification from such authorities regarding the
  accidental chemical spill including the method of disposal of the contaminated
  soil. The Company expects to take a charge of at least $0.6 million in the
  second quarter of 1997 for the clean-up of the site including the disposal of
  the contaminated soil. The actual cost and the timetable of the clean-up of the
  site cannot be predicted with any degree of certainty at this time; therefore,
  there can be no assurance that the clean-up of the site will not result in a
  more significant environmental liability in the future.
  
       The Company is subject to extensive and changing environmental laws and
  regulations. Expenditures to date in connection with the Company's compliance
  with such laws and regulations have not had a material adverse effect on its
  operations, financial position, capital expenditures or competitive position.
  The amount of liabilities recorded by the Company in connection with
  environmental matters as of March 30, 1997 was approximately $4.0 million. In
  addition, as of March 30, 1997, the Company has net receivables of approximately
  $1.0 million for indemnification of environmental liabilities from former
  owners, net of a $1.0 million allowance relating to potential disagreements
  regarding the scope of the indemnification. Although it is possible that new
  information or future 
  
                                         15
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
  developments could require the Company to reassess its potential exposure to all
  pending environmental matters, including those described in the footnotes to the
  Company's condensed consolidated financial statements, management believes that,
  based upon all currently available information, the resolution of all such
  pending environmental matters will not have a material adverse effect on the
  Company's operations, financial position, capital expenditures or competitive
  position.
  
       The possibility exists, however, that new environmental legislation and/or
  environmental regulations may be adopted, or other environmental conditions may
  be found to exist, that may require expenditures not currently anticipated and
  that may be material.
  
  Inflation and Other Matters
  
       There was no significant impact on the Company's operations as a result of
  inflation for the periods presented. In some circumstances, market conditions or
  customer expectations may prevent the Company from increasing the price of its
  products to offset the inflationary pressures that may increase its costs in the
  future. Effective in January 1997, the Company's operations in Mexico became
  subject to highly inflationary accounting for financial reporting purposes.
  Translation adjustments resulting from fluctuations in the exchange rate between
  the Mexican Peso and the U.S. dollar will be included in the Company's
  consolidated statement of operations as compared to stockholders' equity
  (deficit). Large fluctuations in the Mexican Peso exchange rate could have an
  adverse impact on the Company's results of operations.
  
       The Company's automotive foam customers are predominantly automotive
  original equipment manufacturers or other automotive suppliers. As such, the
  sales of these product lines are directly related to the overall level of
  passenger car and light truck production in North America. Also, the Company's
  sales are sensitive to sales of new and existing homes, changes in personal
  disposable income and seasonality. The Company typically experiences two
  seasonally slow periods during each year, in early July and in late December,
  due to scheduled plant shutdowns and holidays.
  
       In February 1997, the Financial Accounting Standards Board issued Statement
  of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share". SFAS
  128 specifies new standards designed to improve the earnings per share ("EPS")
  information provided in financial statements by simplifying the existing
  computational guidelines, revising the disclosure requirements, and increasing
  the comparability of EPS data on an international basis. Some of the changes
  made to simplify the EPS computations include: (i) eliminating the presentation
  of primary EPS and replacing it with basic EPS, with the principal difference
  being that common stock equivalents are not considered in computing basic EPS,
  (ii) eliminating the modified treasury stock method and the three percent
  materiality provision and (iii) revising the contingent share provisions and the
  supplemental EPS data requirements. Under the provisions of SFAS 128, the
  Company would have reported the following net income earnings per share
  information:
  
                                                      13 Week Periods Ended
                                                   March 30,          March 31,
                                                      1997              1996
                                                            (thousands)
       Basic                                        $  0.31          $     0.24
                                                    =======          ==========
       Weighted Average Shares Outstanding           25,311              25,718
                                                    =======          ==========
  
       Fully Diluted                                $  0.29          $     0.24
                                                    =======          ==========
       Weighted Average Shares Outstanding           26,368              25,822
                                                    =======          ==========
  
                                         16
  Part II - Other Information
  
  Item 1.   Legal Proceedings
  
            Reference is made to the description of the legal proceedings
            contained in the Company's Annual Report on Form 10-K for the fiscal
            year ended December 29, 1996.
  
            The information from Notes 6 and 7 of the condensed consolidated
            financial statements of the Company as of March 30, 1997 (unaudited)
            is incorporated herein by reference.
  
  Item 2.   Changes in Securities
  
            None.
  
  Item 3.   Defaults Upon Senior Securities
  
            None.
  
  Item 4.   Submission of Matters to a Vote of Security Holders.
  
            None.
  
  Item 5.   Other Information
  
            None.
  
  Item 6.   Exhibits and Reports on Form 8-K
  
            (a) Exhibits:
  
  3.1(a)        -    Restated Certificate of Incorporation of the Company.
  3.2(a)        -    By-laws of the Company.
  4.1(b)        -    Indenture, dated as of June 3, 1993, among Foamex L.P. and
                     Foamex Capital Corporation ("FCC"), as joint and several
                     obligors, General Felt, as Guarantor, and Shawmut Bank,
                     National Association ("Shawmut"), as trustee, relating to
                     $160,000,000 principal amount of 9 1/2% Senior Secured Notes
                     due 2000, including form of Senior Secured Note.
  4.2(a)        -    First Supplemental Indenture, dated as of November 18, 1993,
                     among the Company and FCC, as Issuers, General Felt and
                     Perfect Fit, as Guarantors and Shawmut, as trustee, relating
                     to the Senior Secured Notes.
  4.3(a)        -    Second Supplemental Indenture, dated as of December 14, 1993,
                     among the Company and FCC, as Issuers, the Company, General
                     Felt and Perfect Fit, as Guarantors and Shawmut, as trustee,
                     relating to the Senior Secured Notes.
  4.3.1(p)      -    Third Supplemental Indenture, dated as of August 1, 1996, by
                     and among the Foamex L.P. and FCC, as Issuers, the Company,
                     as parent guarantor, General Felt, as guarantor, Perfect Fit,
                     as withdrawing guarantor, and Fleet National Bank ("Fleet"),
                     as trustee, relating to the Senior Secured Notes.
  4.4(b)        -    Company Pledge Agreement, dated as of June 3, 1993, by Foamex
                     L.P. in favor of Shawmut, as trustee for the holders of the
                     Senior Secured Notes.
  4.5(b)        -    Company Pledge Agreement, dated as of June 3, 1993, by FCC in
                     favor of Shawmut, as trustee for the holders of the Senior
                     Secured Notes.
  4.6(b)        -    Subsidiary Pledge Agreement, dated as of June 3, 1993, by
                     General Felt in favor of Shawmut, as trustee for the holders
                     of the Senior Secured Notes.
  
                                         17
  4.7(b)        -    Company Security Agreement, dated as of June 3, 1993, by
                     Foamex L.P. and FCC in favor of Shawmut, as trustee for the
                     holders of the Senior Secured Notes.
  4.8(b)        -    Subsidiary Security Agreement, dated as of June 3, 1993, by
                     General Felt in favor of Shawmut, as trustee for the holders
                     of the Senior Secured Notes. 
  4.9(b)        -    Collateral Assignment of Patents and Trademarks, dated as of
                     June 3, 1993, by Foamex L.P. in favor of Shawmut, as trustee
                     for the holders of the Senior Secured Notes. 
  4.10(b)       -    Collateral Assignment of Patents and Trademarks, dated as of
                     June 3, 1993, by FCC in favor of Shawmut, as trustee for the
                     holders of the Senior Secured Notes. 
  4.11(b)       -    Collateral Assignment of Patents and Trademarks, dated as of
                     June 3, 1993, by General Felt in favor of Shawmut, as trustee
                     for the holders of the Senior Secured Notes. 
  4.12(c)       -    Indenture, dated as of October 13, 1992, among Foamex L.P.,
                     FCC, and The Connecticut National Bank, as trustee, relating
                     to $150,000,000 principal amount of 11 1/4% Senior Notes due
                     2002, including form of Senior Note. 
  4.13(d)       -    First Supplemental Indenture, dated as of March 23, 1993,
                     among Foamex L.P. and FCC, as joint and several obligors,
                     General Felt, as Guarantor, and Shawmut Bank Connecticut,
                     National Association (formerly The Connecticut National Bank)
                     ("Shawmut Connecticut"), as trustee, relating to the Senior
                     Notes. 
  4.14(a)       -    Second Supplemental Indenture, dated as of November 18, 1993,
                     among Foamex L.P. and FCC, as Issuers, General Felt and
                     Perfect Fit, as Guarantors, and Shawmut Connecticut, as
                     trustee, relating to the Senior Notes. 
  4.15(a)       -    Third Supplemental Indenture, dated as of December 14, 1993,
                     among Foamex L.P. and FCC, as Issuers, the Company, General
                     Felt and Perfect Fit, as Guarantors, and Shawmut Connecticut,
                     as trustee, relating to the Senior Notes. 
  4.16(j)       -    Fourth Supplemental Indenture, dated as of October 31, 1994,
                     among Foamex L.P. and FCC as Issuers, the Company as Parent
                     Guarantor, General Felt and Perfect Fit as Guarantors, and
                     Shawmut Connecticut, as Trustee, relating to the Senior
                     Notes. 
  4.17(p)       -    Fifth Supplemental Indenture, dated as of August 1, 1996, by
                     and among Foamex L.P. and FCC as guarantor, Perfect Fit, as
                     withdrawing guarantors, and Fleet, as trustee, relating to
                     the Senior Notes. 
  4.18(c)       -    Indenture, dated as of October 13, 1992, among Foamex L.P.,
                     FCC and Shawmut, as trustee, relating to $126,000,000
                     principal amount of 117/8% Senior Subordinated Debentures due
                     2004, including form of Senior Subordinated Debenture.
  4.19(d)       -    First Supplemental Indenture, dated as of March 23, 1993,
                     among Foamex L.P. and FCC, as joint and several obligors,
                     General Felt, as Guarantor, and Shawmut, as trustee, relating
                     to the Senior Subordinated Debentures. 
  4.20(a)       -    Second Supplemental Indenture, dated as of November 18, 1993,
                     among Foamex L.P. and FCC, as Issuers, General Felt and
                     Perfect Fit, as Guarantors, and Shawmut, as trustee, relating
                     to the Senior Subordinated Debentures. 
  4.21(b)       -    Third Supplemental Indenture, dated as of December 14, 1993,
                     among Foamex L.P. and FCC, as Issuers, the Company, General
                     Felt and Perfect Fit, as Guarantors, and Shawmut, as trustee,
                     relating to the Senior Subordinated Debentures. 
  4.22(p)       -    Fourth Supplemental Indenture, dated as of August 1, 1996, by
                     and among Foamex L.P. and FCC, as Issuers, the Company, as
                     parent, General Felt, as guarantor, Perfect Fit, as
                     withdrawing guarantor, and Fleet, as trustee relating to the
                     Senior Subordinated Debentures. 
  4.23(i)       -    Indenture, dated as of June 28, 1994, among FJPS and FJCC, as
                     Issuers, the Company, 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(j)       -    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.
  
                                         18
  4.26(t)       -    Consent, Waiver and Amendment Agreement, dated December 11,
                     1996, between FJPS and Foamex L.P.
  4.27(p)       -    Commitment letter, dated July 9, 1996, from The Bank of Nova
                     Scotia to Foamex Canada Inc.
  4.28(p)       -    Third Amended and Restated Credit Agreement, dated as of July
                     30, 1996, among Foamex L.P., General Felt, Trace Foam
                     Company, Inc. ("Trace Foam"), FMXI, Inc. ("FMXI"), Citibank,
                     N.A., The Bank of Nova Scotia, the institutions from time to
                     time parties thereto as lenders, the institutions parties
                     thereto as issuing banks and Citibank, N.A. and The Bank of
                     Nova Scotia, as Administrative Agents (the "Credit
                     Agreement").
  4.29(q)       -    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 from time to time
                     parties thereto as Lenders, the parties thereto as issuing
                     banks and Citibank, N.A. and The Bank of Nova Scotia, as
                     Administrative Agents.
  4.30(t)       -    Second Amendment to Third Amended and Restated Credit
                     Agreement, dated as of November 27, 1996, among Foamex L.P.,
                     General Felt, Trace Foam, FMXI, Citibank, N.A., The Bank of
                     Nova Scoria, the institutions from time to time parties
                     thereto as lenders, the institutions parties thereto as
                     issuing banks and Citibank, N.A. and The Bank of Nova Scotia,
                     as Administrative Agents.
  4.31(a)       -    Guaranties, dated November 18, 1993, executed by each of
                     Foamex L.P., General Felt, and Perfect Fit, as guarantor,
                     respectively, in favor of Citibank, N.A., as Administrative
                     Agent, for the ratable benefit of the lenders and the issuing
                     banks, guaranteeing the obligations of one another under the
                     Credit Agreement.
  4.32(a)       -    Guaranty, dated November 18, 1993, executed by FCC in favor
                     of Citibank, N.A., as Administrative Agent, for the ratable
                     benefit of the lenders and the issuing banks, guaranteeing
                     the obligations of Foamex L.P., General Felt, and Perfect Fit
                     under the Credit Agreement.
  4.33(i)       -    Amended and Restated Guaranty, dated as of June 28, 1994,
                     executed by the Company in favor of Citibank, N.A. and The
                     Bank of Nova Scotia, as Administrative Agents, for the
                     ratable benefit of the lenders and the issuing banks under
                     the Credit Agreement.
  4.34(n)       -    First Amendment to Amended and Restated Guaranty, dated June
                     30, 1995, executed by the Company in favor of Citibank, N.A.
                     and The Bank of Nova Scotia, as Administrative Agents, for
                     the ratable benefit of the lenders and the issuing banks
                     under the Credit Agreement.
  4.35(n)       -    Second Amendment to Amended and Restated Guaranty, dated
                     February 27, 1996, executed by the Company in favor of
                     Citibank, N.A. and The Bank of Nova Scotia, as Administrative
                     Agents, for the ratable benefit of the lenders and the
                     issuing banks under the Credit Agreement.
  4.36(t)       -    Third Amendment to Amended and Restated Guaranty, dated
                     November 27, 1996, executed by the Company in favor of
                     Citibank, N.A. as Collateral Agent, for the ratable benefit
                     of the lenders and the issuing banks under the Credit
                     Agreement.
  4.37(a)       -    Security Agreements, dated November 18, 1993, executed by
                     each of Foamex L.P., General Felt, Perfect Fit, and FCC,
                     respectively, and Citibank N.A., as Administrative Agent for
                     the lenders and the issuing banks under the Credit Agreement.
  4.38(i)       -    Amendatory Agreement, dated as of June 28, 1994, among Foamex
                     L.P., General Felt, Perfect Fit, FCC, and Citibank, N.A., as
                     collateral agent under the Credit Agreement.
  4.39(p)       -    Amendatory Agreement, dated as of July 30, 1996, among Foamex
                     L.P., General Felt, FCC, and Citibank, N.A., as collateral
                     agent under the Credit Agreement.
  4.40(a)       -    Intercreditor Agreement, dated as of November 18, 1993, by
                     and between Citibank, N.A., as Administrative Agent under the
                     Credit Agreement and Shawmut, as trustee under the Foamex
                     L.P. Senior Secured Note Indenture.
  4.41(a)       -    Subordinated Promissory Note, dated as of May 6, 1993, in the
                     original principal amount of $7,014,864 executed by Foamex
                     L.P. to John Rallis ("Rallis").
  4.42(a)       -    Marely Loan Commitment Agreement, dated as of December 14,
                     1993, by and between the Company and Marely s.a. ("Marely").
  
                                         19
  4.43(a)       -    DLJ Loan Commitment Agreement, dated as of December 14, 1993,
                     by and between the Company and DLJ Funding, Inc. ("DLJ
                     Funding") .
  4.44(p)       -    Promissory Note, dated July 7, 1996, in the aggregate
                     principal amount of $4,372,516, executed by Trace Holdings to
                     Foamex L.P.
  10.1(a)       -    Registration Rights Agreement, dated as of December 14, 1993,
                     by and among the Company and GBNY and, for certain limited
                     purposes as set forth therein, Trace Holdings and Trace Foam.
  10.2(a)       -    Registration Rights Agreement, dated as of December 14, 1993,
                     by and among the Company and RFC and, for certain limited
                     purposes as set forth therein, Trace Holdings and Trace Foam.
  10.3(a)       -    Registration Rights Agreement, dated as of December 14, 1993,
                     by and between the Company and Rallis.
  10.4(a)       -    Registration Rights Agreement, dated as of December 14, 1993,
                     by and among the Company and DLJ Funding and, for certain
                     limited purposes as set forth therein, Trace Holdings and
                     Trace Foam.
  10.5(a)       -    Registration Rights Agreement, dated as of December 14, 1993,
                     by and between the Company and FCD Sub, Inc.
  10.6(a)       -    Registration Rights Agreement, dated as of December 14, 1993,
                     by and among the Company and Marely and, for certain limited
                     purposes as set forth therein, Trace Holdings and Trace Foam.
  10.7(a)       -    Registration Rights Agreement, dated as of December 14, 1993,
                     by and between the Company and Trace Foam.
  10.8(a)       -    Registration Rights Agreement, dated as of December 14, 1993,
                     by and between the Company and Trace Holdings.
  10.9(a)       -    Registration Rights Agreement, dated as of November 18, 1993,
                     by and among the Company and the Investors which are
                     signatories thereto.
  10.10(i)      -    Warrant Registration Rights Agreement, dated as of June 28,
                     1994, by and among the Company, DLJ Funding and Smith Barney
                     Inc.
  10.11(h)      -    Warrant Agreement, dated as of June 28, 1994, between the
                     Company and Shawmut.
  10.12(t)      -    Revised Confirmation Letter Agreements, dated as of January
                     7, 1997, by and between Foamex L.P. and Citibank, N.A.
  10.13(t)      -    Assignment Agreement, dated as of December 16, 1996, among
                     Foamex L.P., FCC, and Salomon Brothers Holdings Company Inc
                     ("Salomon Holdings").
  10.14(d)      -    Reimbursement Agreement, dated as of March 23, 1993, between
                     Trace Holdings and General Felt.
  10.15(d)      -    Shareholder Agreement, dated December 31, 1992, among
                     Recticel, s.a. ("Recticel"), Recticel Holding Noord B.V.,
                     Foamex L.P., Beamech Group Limited, LME-Beamech, Inc., James
                     Brian Blackell, and Prefoam AG relating to foam technology
                     sharing arrangement.
  10.16(e)      -    Asset Transfer Agreement, dated as of October 2, 1990,
                     between Trace Holdings and Foamex L.P. (the "Trace Holdings
                     Asset Transfer Agreement").
  10.17(e)      -    First Amendment, dated as of December 19, 1991, to the Trace
                     Holdings Asset Transfer Agreement.
  10.18(e)      -    Amended and Restated Guaranty, dated as of December 19, 1991,
                     made by Trace Foam in favor of Foamex L.P.
  10.19(e)      -    Asset Transfer Agreement, dated as of October 2, 1990,
                     between RFC and Foamex L.P. (the "RFC Asset Transfer
                     Agreement").
  10.20(e)      -    First Amendment, dated as of December 19, 1991, to the RFC
                     Asset Transfer Agreement.
  10.21(e)      -    Schedule 5.03 to the RFC Asset Transfer Agreement (the "5.03
                     Protocol").
  10.22(d)      -    The 5.03 Protocol Assumption Agreement, dated as of October
                     13, 1992, between RFC and Foamex L.P.
  10.23(d)      -    Letter Agreement between Trace Holdings and Recticel
                     regarding the Recticel guaranty, dated as of July 22, 1992.
  10.24(i)      -    Supply Agreement, dated June 28, 1994, between Foamex L.P.
                     and the Company.
  10.25(i)      -    First Amended and Restated Tax Sharing Agreement, dated as of
                     December 14, 1993, among Foamex L.P., Trace Foam, FMXI, and
                     the Company.
  
                                         20
  10.26(i)      -    Tax Sharing Agreement, dated as of June 28, 1994, among FJPS
                     and the Company.
  10.27(t)      -    Tax Distribution Advance Agreement, dated as of December 11,
                     1996, by and between Foamex L.P. and FJPS.
  10.28(d)      -    Trace Foam Management Agreement between Foamex L.P. and Trace
                     Foam, dated as of October 13, 1992.
  10.29(i)      -    Affirmation Agreement re: Management Agreement, dated as of
                     December 14, 1993 between Foamex L.P. and Trace Foam.
  10.30(m)      -    Aircraft Purchase Agreement, dated as of August 22, 1995, by
                     and between Trace Aviation Corp. ("Trace Aviation") and
                     Foamex Aviation Inc. ("Foamex Aviation").
  10.31(m)      -    Aircraft Sale, Lease and Operating Agreement, dated as of
                     August 22, 1995, by and between Trace Aviation and Trace
                     Holdings.
  10.32(m)      -    Assumption/Aircraft Security Agreement, dated as of August
                     22, 1995, by and between Foamex Aviation and the CIT
                     Group/Equipment Financing, Inc. ("CIT Group").
  10.33(m)      -    Collateral Assignment of Aircraft Leases and Aircraft Use
                     Agreements, dated as of August 22, 1995, by and between
                     Foamex Aviation and CIT Group.
  10.34(m)      -    Guaranty by the Company in favor of CIT Group, dated as of
                     August 22, 1995.
  10.35(m)      -    Aviation Guaranty Indemnity Agreement, dated as of August 22,
                     1995, by and between the Company and Trace Holdings.
  10.36(e)(o)    -    Salaried Incentive Plan of Foamex L.P. and Subsidiaries.
  10.37(e)(o)   -    Trace Holdings 1987 Nonqualified Stock Option Plan.
  10.38(e)(o)   -    Equity Growth Participation Program.
  10.39(j)(o)    -    General Felt Industries, Inc. Retirement Plan for Salaried
                     Employees, effective as of January 1, 1995.
  10.40(e)(o)   -    Foamex L.P. Salaried Retirement Plan (formerly known as the
                     Foamex L.P. Products, Inc. Salaried Employee Retirement
                     Plan), as amended, effective July 1, 1984.
  10.41(e)(o)   -    Foamex L.P. 401(k) Savings Plan dated January 1, 1989.
  10.42(l)(o)   -    Foamex/GFI 401(k) Savings Plan dated July 1, 1995.
  10.43(a)(o)   -    The Company's 1993 Stock Option Plan.
  10.44(a)(o)   -    The Company's Non-Employee Director Compensation Plan.
  10.45(a)(o)   -    Employment Agreement, dated as of May 6, 1993, by and between
                     Foamex L.P. and Rallis.
  10.46(f)(o)   -    Employment Agreement, dated as of February 1, 1994, by and
                     between Foamex L.P. and William H. Bundy.
  10.47(n)(o)   -    Employment Agreement, dated as of June 26, 1995, by and
                     between Foamex L.P. and Salvatore J. Bonanno
  10.48(k)(o)   -    Bonus Agreement, dated as of May 7, 1993, between the Company
                     and Robert Hay.
  10.49(a)      -    Amended and Restated Put Option Agreement, dated as of
                     December 14, 1993, by and between Trace Holdings and Rallis.
  10.50(f)      -    Stock Purchase Agreement, dated as of December 23, 1993, by
                     and between Transformacion de Espumas y Fieltros, S. A. de
                     C.V., the stockholders which are parties thereto, and Foamex
                     L.P.
  10.51(g)      -    Asset Purchase Agreement, dated as of May 25, 1994, by and
                     among JPS Automotive, JPS Textile Group, Inc., the Company,
                     JPS Auto Inc., and JPS Converter & Industrial Corp.
  10.52(r)       -    Agreement and Plan of Merger, as amended, dated as of June
                     11, 1996, by and among, PFI Subsidiary, Inc., PFI Acquisition
                     Corp., Jody B. Vitale, Perfect Fit, General Felt, and Foamex
                     L.P.
  10.53(s)      -    Equity Purchase Agreement, dated as of August 28, 1996, by
                     and among JPSGP Inc., FJPS, and Collins & Aikman Products Co.
  10.54(u)      -    Amendment No. 1 to Equity Purchase Agreement, by and among
                     JPSGP Inc., FJPS, the Company and Collins and Aikman Products
                     Co., dated as of December 11, 1996.
  21            -    Subsidiaries of the Registrant.
  27            -    Financial Data Schedule.
  
                                         21
  (a)  Incorporated herein by reference to the Exhibit to the Company's
       Registration Statement on Form S-1, Registration No. 33-69606.
  
  (b)  Incorporated herein by reference to the Exhibit to the Registration
       Statement of Foamex L.P. and FCC on Form S-4, Registration No. 33-65158.
  
  (C)  Incorporated herein by reference to the Exhibit to the Registration
       Statement of Foamex L.P., FCC, and General Felt on Form S-1, Registration
       Nos. 33-60888, 33-60888-01, and 33-60888-02.
  
  (d)  Incorporated herein by reference to the Exhibit to the Form 10-K Statement
       of Foamex L.P. and FCC for fiscal 1992.
  
  (e)  Incorporated herein by reference to the Exhibit to the Registration
       Statement of Foamex L.P. and FCC on Form S-1, Registration Nos. 33-49976
       and 33-49976-01.
  
  (f)  Incorporated herein by reference to the Exhibit to the Form 10-K of the
       Company for fiscal 1993.
  
  (g)  Incorporated herein by reference to the Exhibit to JPS Automotive's
       Registration Statement on Form S-1, Registration No. 33-75510.
  
  (h)  Incorporated by reference to the Exhibit to the Form 10-Q of the Company
       for the quarterly period ended July 3, 1994.
  
  (I)  Incorporated herein by reference to the Exhibit to the Registration
       Statement of FJPS, FJCC, and the Company on Form S-4, Registration No.
       33-82028.
  
  (j)  Incorporated herein by reference to the Exhibit to the Form 10-K of the
       Company for fiscal 1994.
  
  (k)  Incorporated herein by reference to the Exhibit to the Form 10-K of Foamex
       L.P. for fiscal 1994.
  
  (l)  Incorporated herein by reference to the Exhibit to the Form 10-Q of Foamex
       L.P. for the quarterly period ended July 2, 1995.
  
  (m)  Incorporated herein by reference to the Exhibit to the Form 10-Q of the
       Company for the quarterly period ended October 1, 1995.
  
  (n)  Incorporated herein by reference to the Exhibit to the Form 10-K of Foamex
       L.P. for fiscal 1995.
  
  (o)  A management contract or compensatory plan or arrangement required to be
       filed as an Exhibit pursuant to Item 14(C) of this report.
  
  (p)  Incorporated herein by reference to the Exhibit to the Form 10-Q of Foamex
       L.P. for the quarterly period ended June 30, 1996.
  
  (q)  Incorporated herein by reference to the Exhibit to the Form 10-Q of Foamex
       L.P. for the quarterly period ended September 29, 1996.
  
  (r)  Incorporated herein by reference to the Exhibit to the Form 8-K of Foamex
       L.P. reporting an event which occurred on June 11, 1996.
  
                                         22
  (s)  Incorporated herein by reference to the Exhibit to the Form 8-K of Foamex
       International Inc. reporting an event which occurred on August 28, 1996.
  
  (t)  Incorporated herein by reference to the Exhibit to the Form 10-K of Foamex
       L.P. for fiscal 1996.
  
  (u)  Incorporated herein by reference to the Exhibit to the Form 8-K of Foamex
       International Inc. reporting an event which occurred on December 11, 1996.
  
       Certain instruments defining the rights of security holders have been
  excluded herefrom in accordance with Item 601(b)(4)(iii) of Regulation S-K. The
  Registrant hereby agrees to furnish a copy of any such instrument to the
  Commission upon request.
  
  (b)  The Company filed the following Current Reports on Form 8-K:
  
       None.
  
                                         23
  SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
                                          FOAMEX INTERNATIONAL INC.
  
  Date:     May 15, 1997                  By:     /s/ Kenneth R. Fuette
                                                  ------------------------
                                                  Kenneth R. Fuette
                                                  Chief Financial Officer and
                                                  Chief Accounting Officer
  
                                         24