content: SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
  
  
                                      FORM 10-Q
  
  
                  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934
  
                  For the quarterly period ended September 29, 1996
  
                    Commission file numbers 33-75510-01; 1-12944
  
  
                                 JPS AUTOMOTIVE L.P.
                            JPS AUTOMOTIVE PRODUCTS CORP.
               (Exact name of registrant as specified in its charter)
  
  
  
          Delaware                                     13-3770905
          Delaware                                     57-0993690
  (State or other jurisdiction of                 (I.R.S. Employer
  incorporation or organization)                  Identification Number)
  
  
  29 Stevens Street
  Greenville, SC                                         29605
  (Address of principal                                (Zip Code)
  executive offices)
  
  
  Registrant's telephone number, including area code:  (864) 239-2320
  
  Indicate by check mark whether the registrants (1) have filed all reports
  required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
  1934 during the preceding 12 months (or for such shorter period that the
  registrants were required to file such reports) and (2) have been subject to
  such filing requirements for the past 90 days. YES [X]    NO [ ]
  
  JPS Automotive Products Corp. meets the conditions set forth in General
  Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this form with
  the reduced disclosure format.
  
  The number of shares outstanding of JPS Automotive Products Corp. common stock
  as of November 1, 1996 was 100.
  
                                    Page 1 of 17
                            Exhibit List on Page 14 of 17
  
  
  
  <PAGE>
  
                                 JPS AUTOMOTIVE L.P.
                            JPS AUTOMOTIVE PRODUCTS CORP.
  
                                        INDEX
  
  Part I.   Financial Information:                                            Page
  
            Item 1.   Financial Statements
  
                JPS Automotive L.P.
  
                 Condensed Consolidated Statements of Operations -
                    Thirteen and Thirty-Nine Week Periods Ended
                    September 29, 1996 and October 1, 1995                      3
  
                 Condensed Consolidated Balance Sheets as of
                    September 29, 1996 and December 31, 1995                    4
  
                 Condensed Consolidated Statements of Cash Flows -
                    Thirty-Nine Week Periods Ended September 29,
                    1996 and October 1, 1995                                    5
  
                 Notes to Condensed Consolidated Financial Statements           6
  
                 JPS Automotive Products Corp.
  
                 Balance Sheets as of September 29, 1996 and
                    December 31, 1995                                           8
  
                 Notes to Balance Sheets                                        9
  
            Item 2.   Management's Discussion and Analysis of Financial 
                      Condition and Results of Operations                      10
  
  Part II.  Other Information                                                  14
  
            Exhibit List                                                       14
  
            Signatures                                                         17
  
  
  
  
                                          2
  
  <PAGE>
  
  PART I. FINANCIAL INFORMATION
  ITEM 1. FINANCIAL STATEMENTS
  
  
                        JPS AUTOMOTIVE L.P. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
  
  <TABLE>
  <CAPTION>
                                                 13 Week Periods Ended                   39 Week Periods Ended
                                            September 29,        October 1,         September 29,        October 1,
                                                1996                1995                1996                1995
                                                                          (thousands)
  <S>                                         <C>                 <C>                 <C>                 <C>      
  NET SALES                                   $  62,765           $  69,439           $ 220,433           $ 237,232
  
  COST OF GOODS SOLD                             55,000              57,241             186,439             194,385
                                              ---------           ---------           ---------           ---------
  
  GROSS PROFIT                                    7,765              12,198              33,994              42,847
  
  SELLING, GENERAL AND
     ADMINISTRATIVE EXPENSES                      5,645               6,067              16,814              17,121
                                              ---------           ---------           ---------           ---------
  
  INCOME FROM OPERATIONS                          2,120               6,131              17,180              25,726
  
  INTEREST AND DEBT ISSUANCE EXPENSE              5,438               5,460              16,117              16,904
  
  OTHER INCOME (EXPENSE), NET                      (114)                101                (129)                228
  
  MINORITY INTEREST IN CONSOLIDATED
     SUBSIDIARY                                     125                (121)               (447)               (424)
                                              ---------           ---------           ---------           ---------
  
  INCOME (LOSS) BEFORE PROVISION
     FOR INCOME TAXES                            (3,307)                651                 487               8,626
  
  PROVISION FOR INCOME TAXES                        126                  30                 347                 220
                                              ---------           ---------           ---------           ---------
  
  NET INCOME (LOSS)                           $  (3,433)          $     621           $     140           $   8,406
                                              =========           =========           =========           =========
  </TABLE>
  
  
  
            The accompanying notes are an integral part of the condensed
                         consolidated financial statements.
  
  
                                          3
  
  <PAGE>
  
                        JPS AUTOMOTIVE L.P. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
  
  <TABLE>
  <CAPTION>
                                                 September 29,       December 31,
  ASSETS                                             1996               1995
  CURRENT ASSETS:                                           (thousands)
  <S>                                               <C>               <C>     
       Cash and cash equivalents                    $  1,648          $  2,840
       Accounts receivable, net                       42,546            37,824
       Inventories                                    23,302            24,148
       Other current assets                            4,906             3,837
                                                    --------          --------
  
          Total current assets                        72,402            68,649
  
  PROPERTY, PLANT AND EQUIPMENT, NET                 114,757           120,245
  
  COST IN EXCESS OF ASSETS ACQUIRED, NET             158,537           161,687
  
  DEBT ISSUANCE COSTS, NET                             6,348             7,228
  
  OTHER ASSETS                                         1,741             2,141
                                                    --------          --------
  
  TOTAL ASSETS                                      $353,785          $359,950
                                                    ========          ========
  
  LIABILITIES AND PARTNERS' EQUITY
  CURRENT LIABILITIES:
       Current portion of long-term debt            $  3,964          $  1,464
       Accounts payable                               18,975            12,327
       Accounts payable to related parties             2,445             8,707
       Accrued interest                                6,052             1,400
       Other accrued liabilities                      14,620            14,228
                                                    --------          --------
  
          Total current liabilities                   46,056            38,126
                                                    --------          --------
  
  LONG-TERM DEBT                                     189,781           204,463
                                                    --------          --------
  
  OTHER LIABILITIES                                    3,999             3,999
                                                    --------          --------
  
  MINORITY INTEREST                                    7,694             7,247
                                                    --------          --------
  
  COMMITMENTS AND CONTINGENCIES                           --                --
                                                    --------          --------
  
  PARTNERS' EQUITY:
       General partner                                 1,063             1,061
       Limited partner                               105,192           105,054
                                                    --------          --------
  
          Total Partners' Equity                     106,255           106,115
                                                    --------          --------
  
  TOTAL LIABILITIES AND PARTNERS' EQUITY            $353,785          $359,950
                                                    ========          ========
  </TABLE>
  
  
            The accompanying notes are an integral part of the condensed
                         consolidated financial statements.
  
  
                                          4
  
  <PAGE>
  
                        JPS AUTOMOTIVE L.P. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
  
  <TABLE>
  <CAPTION>
                                                                   39 Week Periods Ended
                                                                September 29,       October 1,
                                                                    1996             1995
                                                                          (thousands)
  <S>                                                             <C>                <C>     
  OPERATING ACTIVITIES:
     Net income                                                   $    140           $  8,406
     Adjustments to reconcile net income to
         net cash provided by operating activities:
            Depreciation and amortization                           11,287              9,667
            Amortization of debt issuance costs                        880                815
            Other operating activities                                 258                (17)
            Changes in operating assets and liabilities              2,336             (3,525)
                                                                  --------           --------
  
               Net cash provided by operating activities            14,901             15,346
                                                                  --------           --------
  
  INVESTING ACTIVITIES:
     Capital expenditures                                           (3,946)           (13,710)
     Other investing activities                                         37             (1,713)
                                                                  --------           --------
  
               Net cash used for investing activities               (3,909)           (15,423)
                                                                  --------           --------
  
  FINANCING ACTIVITIES:
     Net repayments of revolving loans                             (11,710)            (3,504)
     Repayments of long-term debt                                     (474)              (628)
     Other                                                              --                (46)
                                                                  --------           --------
  
               Net cash used for financing activities              (12,184)            (4,178)
                                                                  --------           --------
  
  NET DECREASE IN CASH AND
     CASH EQUIVALENTS                                               (1,192)            (4,255)
  
  CASH AND CASH EQUIVALENTS AT
     BEGINNING OF PERIOD                                             2,840              8,272
                                                                  --------           --------
  
  CASH AND CASH EQUIVALENTS AT
     END OF PERIOD                                                $  1,648           $  4,017
                                                                  ========           ========
  </TABLE>
  
  
            The accompanying notes are an integral part of the condensed
                         consolidated financial statements.
  
  
                                          5
  
  <PAGE>
  
                        JPS AUTOMOTIVE L.P. AND SUBSIDIARIES
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (unaudited)
  
  
  1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
     The condensed consolidated balance sheet as of December 31, 1995 has been
  condensed from the audited balance sheet at that date. The condensed
  consolidated balance sheet as of September 29, 1996, the condensed consolidated
  statements of operations for the thirteen and thirty-nine week periods ended
  September 29, 1996 and October 1, 1995 and the condensed consolidated statements
  of cash flows for the thirty-nine week periods ended September 29, 1996 and
  October 1, 1995 have been prepared by JPS Automotive L.P. and subsidiaries ("JPS
  Automotive") and have not been audited by JPS Automotive's independent
  accountants. In the opinion of the management of JPS Automotive, all adjustments
  considered necessary for a fair presentation of the consolidated financial
  position, results of operations and cash flows for those periods have been
  included.
  
     On August 28, 1996, Foamex International Inc. ("Foamex International")
  entered into an agreement to sell its partnership interests in JPS Automotive to
  a subsidiary of Collins & Aikman Corporation for $220.0 million, subject to
  final adjustments, which includes the assumption of JPS Automotive's long-term
  debt. Foamex International expects the sale of JPS Automotive to be consummated
  prior to December 29, 1996. The condensed consolidated financial statements of
  JPS Automotive do not include any adjustments that would result from the sale.
  
     Certain information and note disclosures normally included in 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 JPS Automotive's 1995 consolidated
  financial statements and notes thereto as set forth in JPS Automotive's Annual
  Report on Form 10-K for the fiscal year ended December 31, 1995.
  
  2. INVENTORIES
  
  The components of inventories consist of:
  
                                   September 29,     December 31,
                                        1996             1995
                                             (thousands)
  Raw materials and supplies          $ 6,805          $ 7,168
  Work-in-process                      10,974           10,303
  Finished goods                        5,523            6,677
                                      -------          -------
  
     Total                            $23,302          $24,148
                                      =======          =======
  
  3. RELATED PARTY TRANSACTIONS
  
     JPS Automotive has a supply agreement (the "Supply Agreement") with Foamex
  International. Pursuant to the terms of the Supply Agreement, at the option of
  JPS Automotive, Foamex International will purchase certain raw materials which
  are necessary for the manufacture of JPS Automotive's products, and resell such
  raw materials to JPS Automotive at a price equal to net cost plus reasonable out
  of pocket expenses. Management believes that the terms of the Supply Agreement
  are no less favorable to JPS Automotive than those that could be obtained from
  an unaffiliated third party. During the thirteen week periods ended September
  29, 1996 and October 1, 1995, JPS Automotive purchased approximately $17.8
  million and $19.9 million, respectively, of raw materials under the under the
  Supply Agreement. During the thirty-nine week periods ended September 29, 1996
  and October 1, 1995, JPS Automotive purchased approximately $64.9 million
  
  
                                          6
  
  <PAGE>
  
  
                        JPS AUTOMOTIVE L.P. AND SUBSIDIARIES
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (unaudited)
  
  3. RELATED PARTY TRANSACTIONS (continued)
  
  and $67.0 million, respectively, of raw materials under the Supply Agreement. As
  of September 29, 1996 and December 31, 1995, JPS Automotive had accounts payable
  to Foamex International of approximately $2.4 million and $8.7 million,
  respectively, associated with the Supply Agreement.
  
  4. ENVIRONMENTAL MATTERS
  
     JPS Automotive is subject to various federal, state and local environmental
  laws and regulations governing, among other things, the discharge, storage,
  handling and disposal of a variety of hazardous and non-hazardous substances and
  wastes. JPS Automotive believes it is in substantial compliance with all
  existing laws and regulations and has obtained or applied for the necessary
  permits to conduct its business. To date, compliance with applicable
  environmental laws has not had and, in conjunction with the indemnifications
  from JPS Textile Group, Inc. ("JPS Textile") relating to the asset purchase
  agreement associated with the acquisition of JPS Automotive, is not expected to
  have a material adverse effect on JPS Automotive's financial position. Pursuant
  to the terms of the asset purchase agreement, JPS Textile has agreed to
  indemnify JPS Automotive against certain environmental liabilities as follows:
  (i) one-half of the first $1.0 million of cost in excess of $2.0 million and
  (ii) all cost in excess of $3.0 million.
  
     JPS Automotive has accrued environmental costs at September 29, 1996 of
  approximately $2.2 million, $0.2 million of which is included in current
  liabilities. In addition, as of September 29, 1996, JPS Automotive has a
  receivable of $0.5 million for indemnification of environmental liabilities from
  JPS Textile, the former owner of JPS Automotive, which is included in noncurrent
  assets. JPS Automotive believes that realization of the receivable established
  for indemnification is probable.
  
     Although it is possible that new information or future events could require
  JPS Automotive 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 JPS Automotive's results of 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 which
  may be material.
  
  
  
  
                                          7
  
  <PAGE>
  
                            JPS AUTOMOTIVE PRODUCTS CORP.
                 (A Wholly-Owned Subsidiary of JPS Automotive L.P.)
                             BALANCE SHEETS (unaudited)
  
  <TABLE>
  <CAPTION>
                                                     September 29,   December 31,
  ASSETS                                                 1996           1995
                                                             (thousands)
  <S>                                                    <C>            <C>  
  CASH                                                   $   1          $   1
                                                         =====          =====
  
  LIABILITIES AND STOCKHOLDER'S EQUITY
  
  COMMITMENTS AND CONTINGENCIES                          $  --          $  --
                                                         -----          -----
  
  STOCKHOLDER'S EQUITY
       Common stock, par value $0.01 per share;
          10,000,000 shares authorized,
          100 shares issued and outstanding                 --             --
                                                         -----          -----
       Additional paid-in capital                            1              1
                                                         -----          -----
  
  TOTAL STOCKHOLDER'S EQUITY                             $   1          $   1
                                                         =====          =====
  </TABLE>
  
  
  
         The accompanying notes are an integral part of the balance sheets.
  
  
  
                                          8
  
  <PAGE>
  
                            JPS AUTOMOTIVE PRODUCTS CORP.
                         NOTES TO BALANCE SHEETS (unaudited)
  
  1. COMMITMENTS AND CONTINGENCIES
  
     JPS Automotive Products Corp. is a joint obligor (and co-registrant) with JPS
  Automotive L.P. of $180.0 million of 11 1/8% senior notes due 2001 and $10.0
  million of term loan borrowings under a credit agreement.
  
  
  
  
                                          9
  
  <PAGE>
  
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
  
     JPS Automotive L.P. and its subsidiaries ("JPS Automotive") manufacture and
  supply textiles and specialty textile products for passenger car and light truck
  production in North America. The following discussion should be read in
  conjunction with the condensed consolidated financial statements and related
  notes thereto of JPS Automotive included in this report.
  
     On August 28, 1996, Foamex International Inc. ("Foamex International")
  entered into an agreement to sell its partnership interests in JPS Automotive to
  a subsidiary of Collins & Aikman Corporation for $220.0 million, subject to
  final adjustments, which includes the assumption of JPS Automotive's long-term
  debt. Foamex International expects the sale of JPS Automotive to be consummated
  prior to December 29, 1996. The condensed consolidated financial statements of
  JPS Automotive do not include any adjustments that would result from the sale.
  
     JPS Automotive's customers are predominantly automotive original equipment
  manufacturers or other automotive suppliers. As such, the sales of a substantial
  portion of JPS Automotive's products are directly related to the overall level
  of passenger car and light truck production in North America. The automotive
  industry is cyclical in nature and is subject to changes in economic conditions.
  Also, JPS Automotive has recently been affected by labor strikes in the
  automotive industry and could be materially affected by any future labor strikes
  in the automotive industry.
  
  13 Week Period Ended September 29, 1996 Compared to 13 Week Period Ended 
  October 1, 1995
  
  Consolidated Results of Operations
  
     Net sales for 1996 were $62.8 million as compared to $69.4 million in 1995.
  The $6.6 million or 9.5% decrease in net sales was primarily due to the
  expiration of certain automobile programs, including the ZJ program with
  Chrysler and the delayed or slow start up of replacement and new automobile
  programs.
  
     Gross profit as a percentage of net sales decreased to 12.4% for 1996 from
  17.6% in 1995 primarily due to competitive price pressures and under utilization
  of manufacturing capacities as a result of reduced net sales volume.
  
     Selling, general and administrative expenses decreased to $5.6 million for
  1996 from $6.1 million in 1995, however, increased to 9.0% of net sales for 1996
  compared to 8.7% of net sales in 1995 primarily due to a reduction in variable
  costs associated with the reduction in net sales.
  
     Interest and debt issuance expense was consistent at $5.4 million for 1996 as
  compared to $5.5 million in 1995 primarily due to a reduction in revolving
  credit borrowings during 1996 offset by a favorable interest rate swap benefit
  of $0.4 million in 1995.
  
     Net income (loss) decreased to a $3.4 million loss for 1996 from $0.6 million
  of income in 1995 primarily due to the reasons cited above.
  
  39 Week Period Ended September 29, 1996 Compared to 39 Week Period Ended 
  October 1, 1995
  
  Consolidated Results of Operations
  
     Net sales for 1996 were $220.4 million as compared to $237.2 million in 1995.
  The $16.8 million or 7.1% decrease in net sales was primarily due to (i) the
  expiration of certain automobile programs, including the ZJ program with
  Chrysler, (ii) the delayed or slow start up of replacement and new automobile
  programs and (iii) the General Motors Corp. parts supplier labor strike during
  the first quarter of 1996.
  
     Gross profit as a percentage of net sales decreased to 15.4% for 1996 from
  18.1% in 1995 primarily due to competitive price pressures and under utilization
  of manufacturing capacities as a result of the reduced net sales volume.
  
  
                                         10
  
  <PAGE>
  
  
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
  
  
     Selling, general and administrative expenses decreased to $16.8 million for
  1996 from $17.1 million in 1995, however, increased to 7.6% of net sales for
  1996 compared to 7.2% of net sales in 1995 primarily due to a reduction in
  variable costs associated with the reduction in net sales.
  
     Interest and debt issuance expense decreased to $16.1 million for 1996 from
  $16.9 million in 1995 primarily due to favorable results from the interest rate
  swap agreement.
  
     Net income decreased to $0.1 million for 1996 from $8.4 million in 1995
  primarily due to the reasons cited above.
  
  Liquidity and Capital Resources
  
     JPS Automotive's operating cash requirements consist principally of working
  capital requirements, scheduled payments of principal and interest on its
  outstanding indebtedness and capital expenditures. JPS Automotive believes that
  cash flow from operating activities, cash on hand and periodic borrowings under
  the credit facilities, if necessary, will be adequate to meet operating cash
  requirements. JPS Automotive's ability to meet its cash requirements could be
  impaired if JPS Automotive were to fail to comply with any of the covenants
  contained in the JPS Automotive credit agreement ("JPS Automotive Credit
  Agreement") and such noncompliance was not cured by JPS Automotive or waived by
  the lenders. As of September 29, 1996, JPS Automotive was in compliance with the
  covenants and expects to be in compliance for the foreseeable future.
  
     Consummation of the sale by Foamex International of its partnership interests
  in JPS Automotive may constitute a default under the JPS Automotive Credit
  Agreement and the credit agreement of Cramerton Automotive Products L.P. (the
  "Cramerton Credit Agreement"), a subsidiary of JPS Automotive ("Cramerton").
  Such transaction will also provide the holders of the $180.0 million 11 1/8%
  senior notes due 2001 of JPS Automotive (the "Senior Notes") with the right to
  require JPS Automotive to repurchase such Senior Notes at 101% of their
  principal amount. JPS Automotive has been informed by the prospective purchaser
  that it currently intends, upon consummation of the sale, to refinance the JPS
  Automotive Credit Agreement and the Cramerton Credit Agreement and to obtain
  financing to satisfy its obligations to the holders of the Senior Notes.
  
     Liquidity
  
     Cash and cash equivalents decreased $1.2 million during 1996 to $1.6 million
  at September 29, 1996 from $2.8 million at December 31, 1995 primarily due to
  the use of cash for capital expenditures and debt repayments offset by cash
  provided by operating activities. Working capital decreased $4.2 million during
  1996 to $26.3 million at September 29, 1996 from $30.5 million at December 31,
  1995 primarily as a result of the decrease in operating results.
  
     Cash Flow from Operating Activities
  
     Cash flow provided by operating activities was $14.9 million and $15.3
  million for the 1996 and 1995 periods, respectively. Cash flow provided by
  operating activities decreased for 1996 as compared to 1995 primarily due to
  reduced operating results offset by a reduction in the use of cash and cash
  equivalents by the operating assets and liabilities.
  
     Cash Flow from Investing Activities
  
     During 1996, JPS Automotive spent approximately $3.9 million on capital
  expenditures.
  
     Cash Flow from Financing Activities
  
     As of September 29, 1996, there were no revolving loan borrowings outstanding
  under the JPS Automotive Credit Agreement with unused availability of
  approximately $25.0 million.
  
     Cramerton finances its operations through a $15.0 million revolving line of
  credit, which is recourse only to Cramerton, and which expires in April 1998.
  Borrowings under the Cramerton Credit Agreement were $2.6 million at September
  29, 1996. Availability under this revolving line of credit is subject to a
  borrowing base calculation and unused availability under this line of credit was
  $12.4 million as of September 29, 1996.
  
  
  
                                         11
  
  <PAGE>
  
  
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
  
  Interest Rate Swap Agreement
  
     JPS Automotive had an interest rate swap agreement for a notional amount of
  $150.0 million for five years which was terminated in September 1996 for a
  termination fee of $0.1 million. JPS Automotive made fixed payments at 6.04% on
  a notional amount of $90.0 million and 7.00% on a notional amount of $60.0
  million for the six months ended June 1995 and variable rate payments based on
  LIBOR, capped at 8.5% per annum, on a $150.0 million notional amount for the six
  months ended in December 1995 and June 1996 in exchange for fixed payments at a
  rate of 6.89% per annum by the swap partner payable semiannually in arrears.
  During the thirteen weeks ended September 29, 1996 there was no effect from the
  swap agreement. During the thirteen week period ended October 1, 1995, the
  effect of the interest rate swap described above was a favorable adjustment to
  interest expense of $0.4 million. During the thirty-nine weeks ended September
  29, 1996 and October 1, 1995, the effect of the interest rate swap described
  above was a favorable adjustment to interest expense of $0.8 million and $0.6
  million, respectively.
  
  Environmental Matters
  
     JPS Automotive is subject to extensive and changing environmental laws and
  regulations. Expenditures to date in connection with JPS Automotive's compliance
  with such laws and regulations did not have a material adverse effect on
  earnings, capital expenditures or competitive position. The liability for
  environmental costs at September 29, 1996 is $2.2 million, $0.2 million of which
  is included in current liabilities. In addition, as of September 29, 1996, JPS
  Automotive has a receivable of $0.5 million for indemnification of environmental
  liabilities from JPS Textile Group Inc. which is included in noncurrent assets.
  JPS Automotive believes that realization of the receivable established for
  indemnification is probable.
  
     Although it is possible that new information or future events could require
  JPS Automotive 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 JPS Automotive's earnings, 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 which may be material.
  
  Inflation and Other Matters
  
     Although JPS Automotive is subject to the effects of changing prices, the
  impact of inflation has not been a significant factor in the results of
  operations for the periods presented. In some circumstances, market conditions
  or customer expectations may prevent JPS Automotive from increasing the prices
  of its products to offset the inflationary pressures that may increase its costs
  in the future.
  
  
  
  
                                         12
  
  <PAGE>
  
  PART II: OTHER INFORMATION
  
  Item 1.  Legal Proceedings.
  
           Reference is made to the description of the legal proceedings contained
           in the JPS Automotive's Annual Report on Form 10-K for the fiscal year
           ended December 31, 1995 and in JPS Automotive's Quarterly Reports on
           Form 10-Q for the fiscal quarters ended March 31, 1996 and June 30,
           1996.
  
           The information from Note 4 of the condensed consolidated financial
           statements of JPS Automotive L.P. and subsidiaries as of September 29,
           1996 (unaudited) is incorporated 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)    - Certificate of Incorporation of JPS Automotive Products Corp.
              ("Products Corp.").
  3.2(a)    - By-laws of Products Corp.
  3.3(a)    - Certificate of Limited Partnership of JPS Automotive.
  3.4(e)    - First Amended and Restated Agreement of Limited Partnership of JPS
              Automotive, dated as of June 27, 1994
  3.5(a)    - Certificate of Incorporation of JPSGP.
  3.6(a)    - By-laws of JPSGP.
  4.1(b)    - Senior Note, dated June 28, 1994, in the aggregate principal amount
              of $87,943,103.14 due July 1, 2006, executed by FJPS to Foamex L.P.
  4.2(d)    - Pledge Agreement, dated as of June 28, 1994, among FJPS in favor of
              Foamex L.P. to secure its obligations under its senior note due 
              2006.
  4.3(d)    - Pledge Agreement, dated as of June 28, 1994, made by JPS Automotive
              in favor of Foamex L.P. to secure FJPS's obligations under its 
              Senior Note due 2006.
  4.4(a)    - Indenture, between Products Corp. and Shawmut Connecticut, as
              Trustee, relating to $180,000,000 principal amount of 111/8% senior
              notes due 2001, including form of the JPS Automotive Senior Note.
  4.5(c)    - First Supplemental Indenture, dated as of October 5, 1994, by and
              among Products Corp., JPS Automotive, and Shawmut Connecticut, as
              Trustee, relating to the JPS Automotive Senior Notes.
  4.6(c)    - Amended and Restated Credit Agreement, dated October 5, 1994, by and
              among, Products Corp., JPS Automotive, JPSGP, the institutions 
              party thereto as Lenders, the institutions party thereto as Issuing
              Banks, and Citibank, N.A. and The Bank of Nova Scotia.
  
  
                                         13
  
  <PAGE>
  
  4.7(d)    - First Amendment to JPS Automotive Credit Agreement, dated as of
              November 11, 1994.
  4.8(d)    - Second Amendment to JPS Automotive Credit Agreement, dated as of
              February 8, 1995.
  4.9(g)    - Third Amendment to JPS Automotive Credit Agreement, dated as of
              February 27, 1996.
  4.10(h)   - Fourth Amendment to JPS Automotive Credit Agreement, dated as of
              June 19, 1996.
  10.1(a)   - Swap Agreement, dated as of June 30, 1994, by and between JPS
              Automotive and Citibank, N.A.
  10.2(f)   - Revised Swap Transaction Letter Agreement, dated May 11, 1995, among
              Products Corp., JPS Automotive, and Citibank N.A.
  10.3      - Revised Confirmation of Interest Rate Swap Termination, dated
              September 25, 1996, by and between JPS Automotive and Citibank, N.A.
  10.4(f)   - Savings, Investment and Profit Sharing Plan of JPS Automotive L.P.
              dated October 6, 1994.
  10.5(f)   - First Amendment to the Savings, Investment and Profit Sharing Plan
              of JPS Automotive L.P. dated July 26, 1995.
  10.6(g)   - Hourly Employees' Pension Plan of JPS Automotive Products Corp.
  10.7(g)   - Retirement Pension Plan for Employees of JPS Automotive L.P.
  10.8(i)   - Employment Agreement, dated as of July 22, 1994, by and among Foamex
              International, JPS Automotive, and Jerry Burns.
  10.9(e)   - Employment Agreement, dated as of August 4, 1994, by and among
              Foamex International, JPS Automotive, and Robert Sparks.
  10.10(g)  - Employment Agreement dated as of September 1, 1995, by and between
              JPS Automotive and Dean Gaskins.
  10.11(a)  - Services Agreement, by and between JPS Automotive and Foamex
              International.
  10.12(a)  - Dunean Reciprocal Easement Agreement, by and between JPS Automotive
              and C&I.
  10.13(a)  - Supply Agreement, by and among Foamex International and certain of
              its affiliates and JPS Automotive.
  10.14(a)  - Tax Sharing Agreement, by and among JPS Automotive and its partners.
  10.15(a)  - Financing Agreement, dated as June 4, 1993, by and between
              Nationsbank of North Carolina, N.A. and Cramerton, as amended by the
              First Amendment and Correction of Financing Agreement, dated as of
              April 28, 1994.
  10.16(e)  - Second Amendment and Correction of Financing Agreement, dated as of
              December 28, 1994, by and between Nationsbank of North Carolina, 
              N.A. and Cramerton.
  10.17(g)  - Third Amendment to Financing Agreement, dated December 12, 1995, by
              and between Nationsbank of North Carolina, N.A. and Cramerton.
  10.18(h)  - Fourth Amendment to Financing Agreement, dated June 14, 1996, by and
              between Nationsbank of North Carolina, N.A. and Cramerton.
  10.19(a)  - Amended and Restated Agreement of Limited Partnership of Cramerton,
              dated as of December 2, 1991.
  10.20(d)  - First Amendment to Amended and Restated Agreement of Limited
              Partnership of Cramerton, dated as of June 28, 1994.
  10.21(d)  - Second Amendment to Amended and Restated Agreement of Limited
              Partnership of Cramerton, dated as of October 5, 1994.
  10.22(a)  - Stockholders' Agreement, dated as of December 2, 1991, by and among
              Cramerton Management Corp., JPS Group, and Seiren Co., Ltd. (the
              "Stockholders' Agreement").
  10.23(d)  - First Amendment to Stockholders' Agreement, dated as of June 28,
              1994.
  -------------------
  
  (a)  Incorporated herein by reference to the Exhibit to Products Corp.'s
       Registration Statement on Form S-1, Registration No. 33-75510.
  
  (b)  Incorporated herein by reference to the Exhibit to the Registration
       Statement of FJPS, FJCC, and Foamex International on Form S-4, Registration
       No. 33-82028.
  
  
                                         14
  
  <PAGE>
  
  (c)  Incorporated herein by reference to the Exhibit to the quarterly report on
       Form 10-Q of JPS Automotive and Products Corp. for the fiscal quarter ended
       October 2, 1994.
  
  (d)  Incorporated herein by reference to the Exhibit to the Form 10-K of Foamex
       International for fiscal 1994.
  
  (e)  Incorporated herein by reference to the Exhibit to the Form 10-K of JPS
       Automotive for fiscal 1994.
  
  (f)  Incorporated herein by reference to the Exhibit to the quarterly report on
       Form 10-Q of JPS Automotive and Products Corp. for the fiscal quarter ended
       July 2, 1995.
  
  (g)  Incorporated herein by reference to the Exhibit to the Form 10-K of JPS
       Automotive for fiscal 1995.
  
  (h)  Incorporated herein by reference to the Exhibit to the quarterly report on
       Form 10-Q of JPS Automotive and Products Corp. for the fiscal quarter ended
       June 30, 1996.
  
       Certain instruments defining the rights of security holders have been
  excluded herefrom in accordance with Item 601(b)(4)(iii) of Regulation S-K. The
  registrant hereby agrees to furnish a copy of any such instrument to the
  Commission upon request.
  
       (b)  Products Corp. and/or JPS Automotive filed the following Current
            Reports on Form 8-K:
  
            Form 8-K reporting an event that occurred on August 28, 1996
            (execution of JPS Automotive Agreement).
  
  
  
                                         15
  
  <PAGE>
  
                                     SIGNATURES
  
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrants have duly caused this report to be signed on their behalf by the
  undersigned thereunto duly authorized.
  
  
  
                                         JPS AUTOMOTIVE L.P.
  
                                         By:  JPSGP INC.
                                              GENERAL PARTNER
  
  
  
  Date:  November 11, 1996               By:   /s/ M. Dale Anderson
                                               -----------------------------------
                                               M. Dale Anderson
                                               Chief Financial Officer and
                                               Chief Accounting Officer
  
  
  
  
  
                                         JPS AUTOMOTIVE PRODUCTS CORP.
  
  
  
  
  Date:  November 11, 1996               By:   /s/ M. Dale Anderson
                                               -----------------------------------
                                               M. Dale Anderson
                                               Vice President - Finance and
                                               Chief Financial Officer and
                                               Chief Accounting Officer
  
  
                                         16
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text: SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM 10-Q
  
                  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934
  
                  For the quarterly period ended September 29, 1996
  
                    Commission file numbers 33-75510-01; 1-12944
  
                                 JPS AUTOMOTIVE L.P.
                            JPS AUTOMOTIVE PRODUCTS CORP.
               (Exact name of registrant as specified in its charter)
  
          Delaware                                     13-3770905
          Delaware                                     57-0993690
  (State or other jurisdiction of                 (I.R.S. Employer
  incorporation or organization)                  Identification Number)
  
  29 Stevens Street
  Greenville, SC                                         29605
  (Address of principal                                (Zip Code)
  executive offices)
  
  Registrant's telephone number, including area code:  (864) 239-2320
  
  Indicate by check mark whether the registrants (1) have filed all reports
  required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
  1934 during the preceding 12 months (or for such shorter period that the
  registrants were required to file such reports) and (2) have been subject to
  such filing requirements for the past 90 days. YES [X]    NO [ ]
  
  JPS Automotive Products Corp. meets the conditions set forth in General
  Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this form with
  the reduced disclosure format.
  
  The number of shares outstanding of JPS Automotive Products Corp. common stock
  as of November 1, 1996 was 100.
  
                                    Page 1 of 17
                            Exhibit List on Page 14 of 17
  JPS AUTOMOTIVE L.P.
                            JPS AUTOMOTIVE PRODUCTS CORP.
  
                                        INDEX
  
  Part I.   Financial Information:                                            Page
  
            Item 1.   Financial Statements
  
                JPS Automotive L.P.
  
                 Condensed Consolidated Statements of Operations -
                    Thirteen and Thirty-Nine Week Periods Ended
                    September 29, 1996 and October 1, 1995                      3
  
                 Condensed Consolidated Balance Sheets as of
                    September 29, 1996 and December 31, 1995                    4
  
                 Condensed Consolidated Statements of Cash Flows -
                    Thirty-Nine Week Periods Ended September 29,
                    1996 and October 1, 1995                                    5
  
                 Notes to Condensed Consolidated Financial Statements           6
  
                 JPS Automotive Products Corp.
  
                 Balance Sheets as of September 29, 1996 and
                    December 31, 1995                                           8
  
                 Notes to Balance Sheets                                        9
  
            Item 2.   Management's Discussion and Analysis of Financial 
                      Condition and Results of Operations                      10
  
  Part II.  Other Information                                                  14
  
            Exhibit List                                                       14
  
            Signatures                                                         17
  
                                          2
  PART I. FINANCIAL INFORMATION
  ITEM 1. FINANCIAL STATEMENTS
  
                        JPS AUTOMOTIVE L.P. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
  13 Week Periods Ended                   39 Week Periods Ended
                                            September 29,        October 1,         September 29,        October 1,
                                                1996                1995                1996                1995
                                                                          (thousands)
  NET SALES                                   $  62,765           $  69,439           $ 220,433           $ 237,232
  
  COST OF GOODS SOLD                             55,000              57,241             186,439             194,385
                                              ---------           ---------           ---------           ---------
  
  GROSS PROFIT                                    7,765              12,198              33,994              42,847
  
  SELLING, GENERAL AND
     ADMINISTRATIVE EXPENSES                      5,645               6,067              16,814              17,121
                                              ---------           ---------           ---------           ---------
  
  INCOME FROM OPERATIONS                          2,120               6,131              17,180              25,726
  
  INTEREST AND DEBT ISSUANCE EXPENSE              5,438               5,460              16,117              16,904
  
  OTHER INCOME (EXPENSE), NET                      (114)                101                (129)                228
  
  MINORITY INTEREST IN CONSOLIDATED
     SUBSIDIARY                                     125                (121)               (447)               (424)
                                              ---------           ---------           ---------           ---------
  
  INCOME (LOSS) BEFORE PROVISION
     FOR INCOME TAXES                            (3,307)                651                 487               8,626
  
  PROVISION FOR INCOME TAXES                        126                  30                 347                 220
                                              ---------           ---------           ---------           ---------
  
  NET INCOME (LOSS)                           $  (3,433)          $     621           $     140           $   8,406
                                              =========           =========           =========           =========
  The accompanying notes are an integral part of the condensed
                         consolidated financial statements.
  
                                          3
  JPS AUTOMOTIVE L.P. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
  September 29,       December 31,
  ASSETS                                             1996               1995
  CURRENT ASSETS:                                           (thousands)
  Cash and cash equivalents                    $  1,648          $  2,840
       Accounts receivable, net                       42,546            37,824
       Inventories                                    23,302            24,148
       Other current assets                            4,906             3,837
                                                    --------          --------
  
          Total current assets                        72,402            68,649
  
  PROPERTY, PLANT AND EQUIPMENT, NET                 114,757           120,245
  
  COST IN EXCESS OF ASSETS ACQUIRED, NET             158,537           161,687
  
  DEBT ISSUANCE COSTS, NET                             6,348             7,228
  
  OTHER ASSETS                                         1,741             2,141
                                                    --------          --------
  
  TOTAL ASSETS                                      $353,785          $359,950
                                                    ========          ========
  
  LIABILITIES AND PARTNERS' EQUITY
  CURRENT LIABILITIES:
       Current portion of long-term debt            $  3,964          $  1,464
       Accounts payable                               18,975            12,327
       Accounts payable to related parties             2,445             8,707
       Accrued interest                                6,052             1,400
       Other accrued liabilities                      14,620            14,228
                                                    --------          --------
  
          Total current liabilities                   46,056            38,126
                                                    --------          --------
  
  LONG-TERM DEBT                                     189,781           204,463
                                                    --------          --------
  
  OTHER LIABILITIES                                    3,999             3,999
                                                    --------          --------
  
  MINORITY INTEREST                                    7,694             7,247
                                                    --------          --------
  
  COMMITMENTS AND CONTINGENCIES                           --                --
                                                    --------          --------
  
  PARTNERS' EQUITY:
       General partner                                 1,063             1,061
       Limited partner                               105,192           105,054
                                                    --------          --------
  
          Total Partners' Equity                     106,255           106,115
                                                    --------          --------
  
  TOTAL LIABILITIES AND PARTNERS' EQUITY            $353,785          $359,950
                                                    ========          ========
  The accompanying notes are an integral part of the condensed
                         consolidated financial statements.
  
                                          4
  JPS AUTOMOTIVE L.P. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
  39 Week Periods Ended
                                                                September 29,       October 1,
                                                                    1996             1995
                                                                          (thousands)
  OPERATING ACTIVITIES:
     Net income                                                   $    140           $  8,406
     Adjustments to reconcile net income to
         net cash provided by operating activities:
            Depreciation and amortization                           11,287              9,667
            Amortization of debt issuance costs                        880                815
            Other operating activities                                 258                (17)
            Changes in operating assets and liabilities              2,336             (3,525)
                                                                  --------           --------
  
               Net cash provided by operating activities            14,901             15,346
                                                                  --------           --------
  
  INVESTING ACTIVITIES:
     Capital expenditures                                           (3,946)           (13,710)
     Other investing activities                                         37             (1,713)
                                                                  --------           --------
  
               Net cash used for investing activities               (3,909)           (15,423)
                                                                  --------           --------
  
  FINANCING ACTIVITIES:
     Net repayments of revolving loans                             (11,710)            (3,504)
     Repayments of long-term debt                                     (474)              (628)
     Other                                                              --                (46)
                                                                  --------           --------
  
               Net cash used for financing activities              (12,184)            (4,178)
                                                                  --------           --------
  
  NET DECREASE IN CASH AND
     CASH EQUIVALENTS                                               (1,192)            (4,255)
  
  CASH AND CASH EQUIVALENTS AT
     BEGINNING OF PERIOD                                             2,840              8,272
                                                                  --------           --------
  
  CASH AND CASH EQUIVALENTS AT
     END OF PERIOD                                                $  1,648           $  4,017
                                                                  ========           ========
  The accompanying notes are an integral part of the condensed
                         consolidated financial statements.
  
                                          5
  JPS AUTOMOTIVE L.P. AND SUBSIDIARIES
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (unaudited)
  
  1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
     The condensed consolidated balance sheet as of December 31, 1995 has been
  condensed from the audited balance sheet at that date. The condensed
  consolidated balance sheet as of September 29, 1996, the condensed consolidated
  statements of operations for the thirteen and thirty-nine week periods ended
  September 29, 1996 and October 1, 1995 and the condensed consolidated statements
  of cash flows for the thirty-nine week periods ended September 29, 1996 and
  October 1, 1995 have been prepared by JPS Automotive L.P. and subsidiaries ("JPS
  Automotive") and have not been audited by JPS Automotive's independent
  accountants. In the opinion of the management of JPS Automotive, all adjustments
  considered necessary for a fair presentation of the consolidated financial
  position, results of operations and cash flows for those periods have been
  included.
  
     On August 28, 1996, Foamex International Inc. ("Foamex International")
  entered into an agreement to sell its partnership interests in JPS Automotive to
  a subsidiary of Collins & Aikman Corporation for $220.0 million, subject to
  final adjustments, which includes the assumption of JPS Automotive's long-term
  debt. Foamex International expects the sale of JPS Automotive to be consummated
  prior to December 29, 1996. The condensed consolidated financial statements of
  JPS Automotive do not include any adjustments that would result from the sale.
  
     Certain information and note disclosures normally included in 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 JPS Automotive's 1995 consolidated
  financial statements and notes thereto as set forth in JPS Automotive's Annual
  Report on Form 10-K for the fiscal year ended December 31, 1995.
  
  2. INVENTORIES
  
  The components of inventories consist of:
  
                                   September 29,     December 31,
                                        1996             1995
                                             (thousands)
  Raw materials and supplies          $ 6,805          $ 7,168
  Work-in-process                      10,974           10,303
  Finished goods                        5,523            6,677
                                      -------          -------
  
     Total                            $23,302          $24,148
                                      =======          =======
  
  3. RELATED PARTY TRANSACTIONS
  
     JPS Automotive has a supply agreement (the "Supply Agreement") with Foamex
  International. Pursuant to the terms of the Supply Agreement, at the option of
  JPS Automotive, Foamex International will purchase certain raw materials which
  are necessary for the manufacture of JPS Automotive's products, and resell such
  raw materials to JPS Automotive at a price equal to net cost plus reasonable out
  of pocket expenses. Management believes that the terms of the Supply Agreement
  are no less favorable to JPS Automotive than those that could be obtained from
  an unaffiliated third party. During the thirteen week periods ended September
  29, 1996 and October 1, 1995, JPS Automotive purchased approximately $17.8
  million and $19.9 million, respectively, of raw materials under the under the
  Supply Agreement. During the thirty-nine week periods ended September 29, 1996
  and October 1, 1995, JPS Automotive purchased approximately $64.9 million
  
                                          6
  JPS AUTOMOTIVE L.P. AND SUBSIDIARIES
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (unaudited)
  
  3. RELATED PARTY TRANSACTIONS (continued)
  
  and $67.0 million, respectively, of raw materials under the Supply Agreement. As
  of September 29, 1996 and December 31, 1995, JPS Automotive had accounts payable
  to Foamex International of approximately $2.4 million and $8.7 million,
  respectively, associated with the Supply Agreement.
  
  4. ENVIRONMENTAL MATTERS
  
     JPS Automotive is subject to various federal, state and local environmental
  laws and regulations governing, among other things, the discharge, storage,
  handling and disposal of a variety of hazardous and non-hazardous substances and
  wastes. JPS Automotive believes it is in substantial compliance with all
  existing laws and regulations and has obtained or applied for the necessary
  permits to conduct its business. To date, compliance with applicable
  environmental laws has not had and, in conjunction with the indemnifications
  from JPS Textile Group, Inc. ("JPS Textile") relating to the asset purchase
  agreement associated with the acquisition of JPS Automotive, is not expected to
  have a material adverse effect on JPS Automotive's financial position. Pursuant
  to the terms of the asset purchase agreement, JPS Textile has agreed to
  indemnify JPS Automotive against certain environmental liabilities as follows:
  (i) one-half of the first $1.0 million of cost in excess of $2.0 million and
  (ii) all cost in excess of $3.0 million.
  
     JPS Automotive has accrued environmental costs at September 29, 1996 of
  approximately $2.2 million, $0.2 million of which is included in current
  liabilities. In addition, as of September 29, 1996, JPS Automotive has a
  receivable of $0.5 million for indemnification of environmental liabilities from
  JPS Textile, the former owner of JPS Automotive, which is included in noncurrent
  assets. JPS Automotive believes that realization of the receivable established
  for indemnification is probable.
  
     Although it is possible that new information or future events could require
  JPS Automotive 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 JPS Automotive's results of 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 which
  may be material.
  
                                          7
  JPS AUTOMOTIVE PRODUCTS CORP.
                 (A Wholly-Owned Subsidiary of JPS Automotive L.P.)
                             BALANCE SHEETS (unaudited)
  September 29,   December 31,
  ASSETS                                                 1996           1995
                                                             (thousands)
  CASH                                                   $   1          $   1
                                                         =====          =====
  
  LIABILITIES AND STOCKHOLDER'S EQUITY
  
  COMMITMENTS AND CONTINGENCIES                          $  --          $  --
                                                         -----          -----
  
  STOCKHOLDER'S EQUITY
       Common stock, par value $0.01 per share;
          10,000,000 shares authorized,
          100 shares issued and outstanding                 --             --
                                                         -----          -----
       Additional paid-in capital                            1              1
                                                         -----          -----
  
  TOTAL STOCKHOLDER'S EQUITY                             $   1          $   1
                                                         =====          =====
  The accompanying notes are an integral part of the balance sheets.
  
                                          8
  JPS AUTOMOTIVE PRODUCTS CORP.
                         NOTES TO BALANCE SHEETS (unaudited)
  
  1. COMMITMENTS AND CONTINGENCIES
  
     JPS Automotive Products Corp. is a joint obligor (and co-registrant) with JPS
  Automotive L.P. of $180.0 million of 11 1/8% senior notes due 2001 and $10.0
  million of term loan borrowings under a credit agreement.
  
                                          9
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
     JPS Automotive L.P. and its subsidiaries ("JPS Automotive") manufacture and
  supply textiles and specialty textile products for passenger car and light truck
  production in North America. The following discussion should be read in
  conjunction with the condensed consolidated financial statements and related
  notes thereto of JPS Automotive included in this report.
  
     On August 28, 1996, Foamex International Inc. ("Foamex International")
  entered into an agreement to sell its partnership interests in JPS Automotive to
  a subsidiary of Collins & Aikman Corporation for $220.0 million, subject to
  final adjustments, which includes the assumption of JPS Automotive's long-term
  debt. Foamex International expects the sale of JPS Automotive to be consummated
  prior to December 29, 1996. The condensed consolidated financial statements of
  JPS Automotive do not include any adjustments that would result from the sale.
  
     JPS Automotive's customers are predominantly automotive original equipment
  manufacturers or other automotive suppliers. As such, the sales of a substantial
  portion of JPS Automotive's products are directly related to the overall level
  of passenger car and light truck production in North America. The automotive
  industry is cyclical in nature and is subject to changes in economic conditions.
  Also, JPS Automotive has recently been affected by labor strikes in the
  automotive industry and could be materially affected by any future labor strikes
  in the automotive industry.
  
  13 Week Period Ended September 29, 1996 Compared to 13 Week Period Ended 
  October 1, 1995
  
  Consolidated Results of Operations
  
     Net sales for 1996 were $62.8 million as compared to $69.4 million in 1995.
  The $6.6 million or 9.5% decrease in net sales was primarily due to the
  expiration of certain automobile programs, including the ZJ program with
  Chrysler and the delayed or slow start up of replacement and new automobile
  programs.
  
     Gross profit as a percentage of net sales decreased to 12.4% for 1996 from
  17.6% in 1995 primarily due to competitive price pressures and under utilization
  of manufacturing capacities as a result of reduced net sales volume.
  
     Selling, general and administrative expenses decreased to $5.6 million for
  1996 from $6.1 million in 1995, however, increased to 9.0% of net sales for 1996
  compared to 8.7% of net sales in 1995 primarily due to a reduction in variable
  costs associated with the reduction in net sales.
  
     Interest and debt issuance expense was consistent at $5.4 million for 1996 as
  compared to $5.5 million in 1995 primarily due to a reduction in revolving
  credit borrowings during 1996 offset by a favorable interest rate swap benefit
  of $0.4 million in 1995.
  
     Net income (loss) decreased to a $3.4 million loss for 1996 from $0.6 million
  of income in 1995 primarily due to the reasons cited above.
  
  39 Week Period Ended September 29, 1996 Compared to 39 Week Period Ended 
  October 1, 1995
  
  Consolidated Results of Operations
  
     Net sales for 1996 were $220.4 million as compared to $237.2 million in 1995.
  The $16.8 million or 7.1% decrease in net sales was primarily due to (i) the
  expiration of certain automobile programs, including the ZJ program with
  Chrysler, (ii) the delayed or slow start up of replacement and new automobile
  programs and (iii) the General Motors Corp. parts supplier labor strike during
  the first quarter of 1996.
  
     Gross profit as a percentage of net sales decreased to 15.4% for 1996 from
  18.1% in 1995 primarily due to competitive price pressures and under utilization
  of manufacturing capacities as a result of the reduced net sales volume.
  
                                         10
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
     Selling, general and administrative expenses decreased to $16.8 million for
  1996 from $17.1 million in 1995, however, increased to 7.6% of net sales for
  1996 compared to 7.2% of net sales in 1995 primarily due to a reduction in
  variable costs associated with the reduction in net sales.
  
     Interest and debt issuance expense decreased to $16.1 million for 1996 from
  $16.9 million in 1995 primarily due to favorable results from the interest rate
  swap agreement.
  
     Net income decreased to $0.1 million for 1996 from $8.4 million in 1995
  primarily due to the reasons cited above.
  
  Liquidity and Capital Resources
  
     JPS Automotive's operating cash requirements consist principally of working
  capital requirements, scheduled payments of principal and interest on its
  outstanding indebtedness and capital expenditures. JPS Automotive believes that
  cash flow from operating activities, cash on hand and periodic borrowings under
  the credit facilities, if necessary, will be adequate to meet operating cash
  requirements. JPS Automotive's ability to meet its cash requirements could be
  impaired if JPS Automotive were to fail to comply with any of the covenants
  contained in the JPS Automotive credit agreement ("JPS Automotive Credit
  Agreement") and such noncompliance was not cured by JPS Automotive or waived by
  the lenders. As of September 29, 1996, JPS Automotive was in compliance with the
  covenants and expects to be in compliance for the foreseeable future.
  
     Consummation of the sale by Foamex International of its partnership interests
  in JPS Automotive may constitute a default under the JPS Automotive Credit
  Agreement and the credit agreement of Cramerton Automotive Products L.P. (the
  "Cramerton Credit Agreement"), a subsidiary of JPS Automotive ("Cramerton").
  Such transaction will also provide the holders of the $180.0 million 11 1/8%
  senior notes due 2001 of JPS Automotive (the "Senior Notes") with the right to
  require JPS Automotive to repurchase such Senior Notes at 101% of their
  principal amount. JPS Automotive has been informed by the prospective purchaser
  that it currently intends, upon consummation of the sale, to refinance the JPS
  Automotive Credit Agreement and the Cramerton Credit Agreement and to obtain
  financing to satisfy its obligations to the holders of the Senior Notes.
  
     Liquidity
  
     Cash and cash equivalents decreased $1.2 million during 1996 to $1.6 million
  at September 29, 1996 from $2.8 million at December 31, 1995 primarily due to
  the use of cash for capital expenditures and debt repayments offset by cash
  provided by operating activities. Working capital decreased $4.2 million during
  1996 to $26.3 million at September 29, 1996 from $30.5 million at December 31,
  1995 primarily as a result of the decrease in operating results.
  
     Cash Flow from Operating Activities
  
     Cash flow provided by operating activities was $14.9 million and $15.3
  million for the 1996 and 1995 periods, respectively. Cash flow provided by
  operating activities decreased for 1996 as compared to 1995 primarily due to
  reduced operating results offset by a reduction in the use of cash and cash
  equivalents by the operating assets and liabilities.
  
     Cash Flow from Investing Activities
  
     During 1996, JPS Automotive spent approximately $3.9 million on capital
  expenditures.
  
     Cash Flow from Financing Activities
  
     As of September 29, 1996, there were no revolving loan borrowings outstanding
  under the JPS Automotive Credit Agreement with unused availability of
  approximately $25.0 million.
  
     Cramerton finances its operations through a $15.0 million revolving line of
  credit, which is recourse only to Cramerton, and which expires in April 1998.
  Borrowings under the Cramerton Credit Agreement were $2.6 million at September
  29, 1996. Availability under this revolving line of credit is subject to a
  borrowing base calculation and unused availability under this line of credit was
  $12.4 million as of September 29, 1996.
  
                                         11
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS
  
  Interest Rate Swap Agreement
  
     JPS Automotive had an interest rate swap agreement for a notional amount of
  $150.0 million for five years which was terminated in September 1996 for a
  termination fee of $0.1 million. JPS Automotive made fixed payments at 6.04% on
  a notional amount of $90.0 million and 7.00% on a notional amount of $60.0
  million for the six months ended June 1995 and variable rate payments based on
  LIBOR, capped at 8.5% per annum, on a $150.0 million notional amount for the six
  months ended in December 1995 and June 1996 in exchange for fixed payments at a
  rate of 6.89% per annum by the swap partner payable semiannually in arrears.
  During the thirteen weeks ended September 29, 1996 there was no effect from the
  swap agreement. During the thirteen week period ended October 1, 1995, the
  effect of the interest rate swap described above was a favorable adjustment to
  interest expense of $0.4 million. During the thirty-nine weeks ended September
  29, 1996 and October 1, 1995, the effect of the interest rate swap described
  above was a favorable adjustment to interest expense of $0.8 million and $0.6
  million, respectively.
  
  Environmental Matters
  
     JPS Automotive is subject to extensive and changing environmental laws and
  regulations. Expenditures to date in connection with JPS Automotive's compliance
  with such laws and regulations did not have a material adverse effect on
  earnings, capital expenditures or competitive position. The liability for
  environmental costs at September 29, 1996 is $2.2 million, $0.2 million of which
  is included in current liabilities. In addition, as of September 29, 1996, JPS
  Automotive has a receivable of $0.5 million for indemnification of environmental
  liabilities from JPS Textile Group Inc. which is included in noncurrent assets.
  JPS Automotive believes that realization of the receivable established for
  indemnification is probable.
  
     Although it is possible that new information or future events could require
  JPS Automotive 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 JPS Automotive's earnings, 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 which may be material.
  
  Inflation and Other Matters
  
     Although JPS Automotive is subject to the effects of changing prices, the
  impact of inflation has not been a significant factor in the results of
  operations for the periods presented. In some circumstances, market conditions
  or customer expectations may prevent JPS Automotive from increasing the prices
  of its products to offset the inflationary pressures that may increase its costs
  in the future.
  
                                         12
  PART II: OTHER INFORMATION
  
  Item 1.  Legal Proceedings.
  
           Reference is made to the description of the legal proceedings contained
           in the JPS Automotive's Annual Report on Form 10-K for the fiscal year
           ended December 31, 1995 and in JPS Automotive's Quarterly Reports on
           Form 10-Q for the fiscal quarters ended March 31, 1996 and June 30,
           1996.
  
           The information from Note 4 of the condensed consolidated financial
           statements of JPS Automotive L.P. and subsidiaries as of September 29,
           1996 (unaudited) is incorporated 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)    - Certificate of Incorporation of JPS Automotive Products Corp.
              ("Products Corp.").
  3.2(a)    - By-laws of Products Corp.
  3.3(a)    - Certificate of Limited Partnership of JPS Automotive.
  3.4(e)    - First Amended and Restated Agreement of Limited Partnership of JPS
              Automotive, dated as of June 27, 1994
  3.5(a)    - Certificate of Incorporation of JPSGP.
  3.6(a)    - By-laws of JPSGP.
  4.1(b)    - Senior Note, dated June 28, 1994, in the aggregate principal amount
              of $87,943,103.14 due July 1, 2006, executed by FJPS to Foamex L.P.
  4.2(d)    - Pledge Agreement, dated as of June 28, 1994, among FJPS in favor of
              Foamex L.P. to secure its obligations under its senior note due 
              2006.
  4.3(d)    - Pledge Agreement, dated as of June 28, 1994, made by JPS Automotive
              in favor of Foamex L.P. to secure FJPS's obligations under its 
              Senior Note due 2006.
  4.4(a)    - Indenture, between Products Corp. and Shawmut Connecticut, as
              Trustee, relating to $180,000,000 principal amount of 111/8% senior
              notes due 2001, including form of the JPS Automotive Senior Note.
  4.5(c)    - First Supplemental Indenture, dated as of October 5, 1994, by and
              among Products Corp., JPS Automotive, and Shawmut Connecticut, as
              Trustee, relating to the JPS Automotive Senior Notes.
  4.6(c)    - Amended and Restated Credit Agreement, dated October 5, 1994, by and
              among, Products Corp., JPS Automotive, JPSGP, the institutions 
              party thereto as Lenders, the institutions party thereto as Issuing
              Banks, and Citibank, N.A. and The Bank of Nova Scotia.
  
                                         13
  4.7(d)    - First Amendment to JPS Automotive Credit Agreement, dated as of
              November 11, 1994.
  4.8(d)    - Second Amendment to JPS Automotive Credit Agreement, dated as of
              February 8, 1995.
  4.9(g)    - Third Amendment to JPS Automotive Credit Agreement, dated as of
              February 27, 1996.
  4.10(h)   - Fourth Amendment to JPS Automotive Credit Agreement, dated as of
              June 19, 1996.
  10.1(a)   - Swap Agreement, dated as of June 30, 1994, by and between JPS
              Automotive and Citibank, N.A.
  10.2(f)   - Revised Swap Transaction Letter Agreement, dated May 11, 1995, among
              Products Corp., JPS Automotive, and Citibank N.A.
  10.3      - Revised Confirmation of Interest Rate Swap Termination, dated
              September 25, 1996, by and between JPS Automotive and Citibank, N.A.
  10.4(f)   - Savings, Investment and Profit Sharing Plan of JPS Automotive L.P.
              dated October 6, 1994.
  10.5(f)   - First Amendment to the Savings, Investment and Profit Sharing Plan
              of JPS Automotive L.P. dated July 26, 1995.
  10.6(g)   - Hourly Employees' Pension Plan of JPS Automotive Products Corp.
  10.7(g)   - Retirement Pension Plan for Employees of JPS Automotive L.P.
  10.8(i)   - Employment Agreement, dated as of July 22, 1994, by and among Foamex
              International, JPS Automotive, and Jerry Burns.
  10.9(e)   - Employment Agreement, dated as of August 4, 1994, by and among
              Foamex International, JPS Automotive, and Robert Sparks.
  10.10(g)  - Employment Agreement dated as of September 1, 1995, by and between
              JPS Automotive and Dean Gaskins.
  10.11(a)  - Services Agreement, by and between JPS Automotive and Foamex
              International.
  10.12(a)  - Dunean Reciprocal Easement Agreement, by and between JPS Automotive
              and C&I.
  10.13(a)  - Supply Agreement, by and among Foamex International and certain of
              its affiliates and JPS Automotive.
  10.14(a)  - Tax Sharing Agreement, by and among JPS Automotive and its partners.
  10.15(a)  - Financing Agreement, dated as June 4, 1993, by and between
              Nationsbank of North Carolina, N.A. and Cramerton, as amended by the
              First Amendment and Correction of Financing Agreement, dated as of
              April 28, 1994.
  10.16(e)  - Second Amendment and Correction of Financing Agreement, dated as of
              December 28, 1994, by and between Nationsbank of North Carolina, 
              N.A. and Cramerton.
  10.17(g)  - Third Amendment to Financing Agreement, dated December 12, 1995, by
              and between Nationsbank of North Carolina, N.A. and Cramerton.
  10.18(h)  - Fourth Amendment to Financing Agreement, dated June 14, 1996, by and
              between Nationsbank of North Carolina, N.A. and Cramerton.
  10.19(a)  - Amended and Restated Agreement of Limited Partnership of Cramerton,
              dated as of December 2, 1991.
  10.20(d)  - First Amendment to Amended and Restated Agreement of Limited
              Partnership of Cramerton, dated as of June 28, 1994.
  10.21(d)  - Second Amendment to Amended and Restated Agreement of Limited
              Partnership of Cramerton, dated as of October 5, 1994.
  10.22(a)  - Stockholders' Agreement, dated as of December 2, 1991, by and among
              Cramerton Management Corp., JPS Group, and Seiren Co., Ltd. (the
              "Stockholders' Agreement").
  10.23(d)  - First Amendment to Stockholders' Agreement, dated as of June 28,
              1994.
  -------------------
  
  (a)  Incorporated herein by reference to the Exhibit to Products Corp.'s
       Registration Statement on Form S-1, Registration No. 33-75510.
  
  (b)  Incorporated herein by reference to the Exhibit to the Registration
       Statement of FJPS, FJCC, and Foamex International on Form S-4, Registration
       No. 33-82028.
  
                                         14
  (c)  Incorporated herein by reference to the Exhibit to the quarterly report on
       Form 10-Q of JPS Automotive and Products Corp. for the fiscal quarter ended
       October 2, 1994.
  
  (d)  Incorporated herein by reference to the Exhibit to the Form 10-K of Foamex
       International for fiscal 1994.
  
  (e)  Incorporated herein by reference to the Exhibit to the Form 10-K of JPS
       Automotive for fiscal 1994.
  
  (f)  Incorporated herein by reference to the Exhibit to the quarterly report on
       Form 10-Q of JPS Automotive and Products Corp. for the fiscal quarter ended
       July 2, 1995.
  
  (g)  Incorporated herein by reference to the Exhibit to the Form 10-K of JPS
       Automotive for fiscal 1995.
  
  (h)  Incorporated herein by reference to the Exhibit to the quarterly report on
       Form 10-Q of JPS Automotive and Products Corp. for the fiscal quarter ended
       June 30, 1996.
  
       Certain instruments defining the rights of security holders have been
  excluded herefrom in accordance with Item 601(b)(4)(iii) of Regulation S-K. The
  registrant hereby agrees to furnish a copy of any such instrument to the
  Commission upon request.
  
       (b)  Products Corp. and/or JPS Automotive filed the following Current
            Reports on Form 8-K:
  
            Form 8-K reporting an event that occurred on August 28, 1996
            (execution of JPS Automotive Agreement).
  
                                         15
  SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrants have duly caused this report to be signed on their behalf by the
  undersigned thereunto duly authorized.
  
                                         JPS AUTOMOTIVE L.P.
  
                                         By:  JPSGP INC.
                                              GENERAL PARTNER
  
  Date:  November 11, 1996               By:   /s/ M. Dale Anderson
                                               -----------------------------------
                                               M. Dale Anderson
                                               Chief Financial Officer and
                                               Chief Accounting Officer
  
                                         JPS AUTOMOTIVE PRODUCTS CORP.
  
  Date:  November 11, 1996               By:   /s/ M. Dale Anderson
                                               -----------------------------------
                                               M. Dale Anderson
                                               Vice President - Finance and
                                               Chief Financial Officer and
                                               Chief Accounting Officer
  
                                         16