As filed with the Securities and Exchange Commission on June 7, 2002

                                                      Registration No. 333-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------
                            FOAMEX INTERNATIONAL INC.
             (Exact name of Registrant as specified in its charter)

       Delaware                                                05-0473908
(State or other jurisdiction of                               (IRS Employer
incorporation or organization)                              Identification No.)

                              1000 Columbia Avenue
                           Linwood, Pennsylvania 19061
                                 (610) 859-3000
          (Address, including zip code, and telephone number, including
             area code, of Registrant's principal executive offices)


                            Foamex International Inc.
                              2002 Stock Award Plan
                            (Full title of the plan)

                                Thomas E. Chorman
                            Executive Vice President,
                        Chief Financial Officer and Chief
                             Administrative Officer
                            Foamex International Inc.
                              1000 Columbia Avenue
                           Linwood, Pennsylvania 19061
                                 (610) 859-3000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                              --------------------


<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------
                                                  Proposed Maximum       Proposed Maximum       Amount of
Title of Each Class of          Amount to be      Offering Price Per     Aggregate Offering    Registration
Securities to be Registered     Registered              Share                   Price              Fee
--------------------------------------------------------------------------------------------------------------
<S>                             <C>                   <C>                 <C>                  <C>
Common Stock, par value $0.01    2,100,000             $11.25              $23,625,000.00       $2,174.00
per share (1)
--------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Represents 2,048,851 shares of Common Stock reserved for issuance under the
     Foamex  International  Inc.  2002 Stock Award Plan (the  "Plan") and 51,149
     shares of Common Stock issued under the Plan prior to the date hereof.  The
     registration fee was calculated in accordance with Rule 457(h)(1) under the
     Securities  Act of 1933,  as amended,  based on the average of the high and
     low prices of the shares on May 31, 2002 as reported on the Nasdaq National
     Market.  Pursuant to Rule 416 under the Securities  Act, this  Registration
     Statement  shall be deemed to cover an  indeterminate  number of additional
     securities  to be  offered  or issued as a result  of stock  splits,  stock
     dividends or similar transactions.

================================================================================

<PAGE>


                                EXPLANATORY NOTE

     The Section 10(a) prospectus being delivered by Foamex  International  Inc.
(the  "Company") to  participants  in the  Company's  2002 Stock Award Plan (the
"Plan") as required by Rule 428 under the  Securities  Act of 1933,  as amended,
has been prepared in accordance with the requirements of Form S-8 and relates to
shares of common stock,  par value $0.01 per share,  of the Company (the "common
stock")  which  have been  reserved  for  issuance  pursuant  to the  Plan.  The
information  regarding  the Plan  required in the Section  10(a)  prospectus  is
included in documents being  maintained and delivered by the Company as required
by Rule 428 under the Securities  Act. The Company shall provide to participants
in the  Plan a  written  statement  advising  them of the  availability  without
charge,  upon written or oral request,  of documents  incorporated  by reference
herein, as is required by Item 2 of Part I of Form S-8.

     This registration statement on Form S-8 also includes a prospectus prepared
pursuant to Instruction C of Form S-8, in accordance  with the  requirements  of
Part I of Form S-3,  and relates  solely to resales on a  continuous  or delayed
basis in the  future of up to an  aggregate  of 51,149  shares  that  constitute
"restricted  securities"  which  have been  issued  prior to the  filing of this
registration statement.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s)  containing the information  required in Part I of Form S-8
will be sent or given to participating  employees as specified by Rule 428(b)(1)
of the  Securities  Act.  These  documents  and the  documents  incorporated  by
reference to this  Registration  Statement  pursuant to Item 3 of Part II, taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.


<PAGE>


                               REOFFER PROSPECTUS

                          51,149 SHARES OF COMMON STOCK
                          OF FOAMEX INTERNATIONAL INC.

     The shares of common stock, $0.01 par value per share,  offered hereby will
be sold  from time to time by those  stockholders  described  under the  caption
"Selling Stockholders" in this prospectus.  The selling stockholders are current
or former directors of our company.

     The sales may occur in  transactions  through the Nasdaq National Market at
prevailing  market  prices or in  negotiated  transactions.  We will not receive
proceeds  from any of these  sales.  We are  paying  the  expenses  incurred  in
registering the shares,  but all selling and other expenses  incurred by each of
the selling stockholders will be borne by that selling stockholder.

     The shares of common stock are "restricted securities" under the Securities
Act of 1933 before their sale under this  prospectus.  This  prospectus has been
prepared for the purpose of  registering  the shares under the Securities Act to
allow for future sales by the selling  stockholders,  on a continuous or delayed
basis, to the public without restriction. Each selling stockholder may be deemed
to be an "underwriter" within the meaning of the Securities Act. Any commissions
received by a broker or dealer in  connection  with resales of the shares may be
deemed to be underwriting commissions or discounts under the Securities Act.

     Our common stock is traded on the Nasdaq  National  Market under the symbol
"FMXI." On May 31, 2002,  the last reported  sale price of the common stock,  as
reported on the Nasdaq National Market, was $11.20 per share.

     Investing  in our common  stock  involves a high  degree of risk.  For more
information, please see "Risk Factors" beginning on page 2.

                              --------------------

     NEITHER THE  SECURITIES AND EXCHANGE  COMMISSION  NOR ANY STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                                  June 7, 2002

<PAGE>

                                TABLE OF CONTENTS

Where You Can Find More Information...........................................1
Information Incorporated by Reference.........................................1
The Company...................................................................2
Risk Factors..................................................................2
Forward-Looking Statements....................................................8
Use of Proceeds...............................................................8
Selling Stockholders..........................................................9
Plan of Distribution..........................................................9
Legal Matters................................................................11
Experts......................................................................11
PART II  Information Required in the Registration Statement................II-1
Signatures.................................................................II-4
Power of Attorney..........................................................II-4

     You should rely only on the  information  contained in or  incorporated  by
reference in this prospectus.  We have not authorized anyone to provide you with
information  different  from that  contained  in this  prospectus.  The  selling
stockholders  named in this  prospectus  are offering to sell shares and seeking
offers to buy shares only in jurisdictions where offers and sales are permitted.
The information  contained in or incorporated by reference in this prospectus is
accurate  only as of the  date of this  prospectus,  regardless  of the  time of
delivery of this prospectus or any sale of our common stock.

                                       ii

<PAGE>


                      WHERE YOU CAN FIND MORE INFORMATION

     We have filed with the  Securities  and Exchange  Commission a registration
statement on Form S-8/S-3 under the Securities  Act, of which this prospectus is
a part,  with  respect  to the  shares  of  common  stock  offered  hereby.  The
prospectus does not contain all of the information  included in the registration
statement.  Statements contained in this prospectus concerning the provisions of
any document  are not  necessarily  complete.  You should refer to the copies of
these  documents  filed as exhibits to the  registration  statement or otherwise
filed  by us with  the  SEC  for a more  complete  understanding  of the  matter
involved. Each statement concerning these documents is qualified in its entirety
by such reference.

     We are also subject to the  informational  requirements  of the  Securities
Exchange Act of 1934. In accordance with the Exchange Act we file reports, proxy
statements  and other  information  with the SEC.  The  registration  statement,
including the attached  exhibits and  schedules,  may be inspected and copied at
the public  reference  facilities  maintained by the SEC,  Room 1024,  Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the regional office
of the SEC. Please call the SEC at 1-800-SEC-0330 for further  information about
the public reference rooms. The SEC maintains a web site that contains  reports,
proxy and information  statements and other  information  regarding  registrants
that file electronically with the SEC. Copies of the registration  statement and
the reports, proxy and information statements and other information that we file
with the SEC may be obtained from the SEC's website at http://www.sec.gov.

                      INFORMATION INCORPORATED BY REFERENCE

     The following documents and information previously filed with the SEC by us
are hereby incorporated by reference in this registration statement:

(1)  Our Annual Report on Form 10-K for the year ended December 31, 2001.

(2)  Our Current Report on Form 8-K filed on March 7, 2002.

(3)  Our Current Report on Form 8-K filed on March 22, 2002.

(4)  Our Report on Form 10-Q for the quarterly period ended March 31, 2002.

(5)  Our Current Report on Form 8-K filed on June 5, 2002.

     All  reports  and other  documents  subsequently  filed by us  pursuant  to
Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act after the date of this
prospectus and prior to the filing of a post-effective amendment which indicates
that  all  securities  registered  have  been  sold or  which  de-registers  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this registration  statement and to be part hereof from the date of
filing of such documents.

                                       1

<PAGE>

                                   THE COMPANY

     We are engaged  primarily in the manufacturing and distribution of flexible
polyurethane  and advanced  polymer  foam  products.  As of March 31, 2002,  our
operations are conducted through our wholly-owned  subsidiary,  Foamex L.P., and
through Foamex Canada Inc.,  Foamex Latin America,  Inc.,  Foamex Asia, Inc. and
Foamex Carpet  Cushion LLC ("Foamex  Carpet") which are  subsidiaries  of Foamex
L.P.  Foamex  Carpet,  formerly a Delaware  corporation,  was  converted  into a
limited liability company and was contributed to Foamex L.P. on March 25, 2002.

     We are a Delaware  corporation with principal  executive offices located at
1000 Columbia Avenue,  Linwood,  Pennsylvania 19061, and our telephone number is
(610) 859-3000.

                                  RISK FACTORS

     In  addition  to the  other  information  in this  prospectus,  you  should
carefully  consider the following  factors before investing in our common stock.
Certain  statements  in  "Risk  Factors"  are  forward-looking  statements.  See
"Forward-Looking Statements."

Our substantial debt could impair our financial condition.

     We  continue  to be highly  leveraged  and have  substantial  debt  service
obligations.  As of  March  31,  2002,  after  giving  effect  to the  following
transactions which occurred on March 25, 2002:

o    our contribution of our equity interests in Foamex Carpet to Foamex L.P.,

o    the amendment of Foamex L.P.'s senior  secured  credit  facility to provide
     for additional term loans and a new revolving credit facility (the "Amended
     Credit Facility"),

o    the offering of 10 3/4% Senior  Secured  Notes due 2009 by Foamex L.P. (the
     "Offering"), and

o    using the net proceeds from the Offering to repay a portion of  outstanding
     indebtedness under the credit facility,

our  total  consolidated  debt was  approximately  $725  million  and our  total
shareholders' deficiency was approximately $173 million. We may incur additional
debt in the  future,  subject  to  certain  limitations  contained  in our  debt
instruments.

     The degree to which we are leveraged  could have important  consequences to
you, including:

o    our  ability to obtain  additional  financing  in the  future  for  working
     capital, capital expenditures,  acquisitions, general corporate purposes or
     other purposes may be impaired;

o    a significant portion of our cash flow from operations must be dedicated to
     the payment of interest  and,  beginning  in 2004,  principal  on our debt,
     which reduces the funds available to us for our operations;

o    some of our debt is and will continue to be at variable  rates of interest,
     which may result in higher  interest  expense in the event of  increases in
     interest rates; and

o    our debt  agreements  contain,  and any  agreements  to refinance  our debt
     likely will contain,  financial and restrictive covenants,  and our failure
     to comply with them may result in an event of default  which,  if not cured
     or waived, could have a material adverse effect on us.

                                       2

<PAGE>

We may incur more debt, which could exacerbate the risks described above.

     We and  our  subsidiaries  may be  able  to  incur  substantial  additional
indebtedness  in the future.  The Amended  Credit  Facility  and the  indentures
relating to the senior secured notes, the 9?% senior subordinated notes due 2007
and the 13 1/2%  senior  subordinated  notes due 2005 will  restrict  us and our
subsidiaries in incurring additional  indebtedness,  but will not fully prohibit
us or our  subsidiaries  from doing so. If new debt is added to the current debt
levels, the related risks that we and our subsidiaries now face could intensify.

     The terms of the Amended  Credit  Facility and the  indentures  relating to
Foamex L.P.'s senior  secured notes and senior  subordinated  notes may restrict
our and our subsidiaries'  current and future  operations,  particularly our and
our subsidiaries' ability to respond to changes or to take some actions.

     The  terms  of  the  Amended  Credit  Facility  contains,  and  any  future
refinancing of the Amended  Credit  Facility  likely would contain,  a number of
restrictive   covenants   that  impose   significant   operating  and  financial
restrictions on us. The Amended Credit Facility includes covenants  restricting,
among other things, our ability to:

o    incur additional debt, including guarantees;

o    incur liens;

o    dispose of assets;

o    make some acquisitions;

o    pay dividends and make some other restricted payments;

o    enter into sale and leaseback transactions;

o    engage in any new businesses;

o    issue preferred stock; and

o    enter into transactions with our shareholders and our affiliates.

     The  indentures  relating to Foamex L.P.'s 10 3/4% senior secured notes due
2009,  its  97/8%  senior  subordinated  notes  due 2007 and its 13 1/2%  senior
subordinated  notes due 2005 also contain numerous  covenants  including,  among
other things, restrictions on our ability to:

o    incur additional debt;

o    create liens or other encumbrances;

o    make certain payments and investments; and

o    sell or otherwise  dispose of assets and merge or consolidate  with another
     entity.

     The Amended Credit Facility also includes  financial  covenants,  including
requirements that we maintain or achieve:

o    a minimum net worth test;

o    a minimum fixed charge coverage ratio;

o    a minimum interest coverage ratio; and

                                       3

<PAGE>

o    a maximum leverage ratio.

     In addition,  any future debt could contain  financial and other  covenants
more  restrictive  than those  applicable to the Amended  Credit  Facility,  the
senior secured notes and the senior subordinated notes.

We are structured as a holding company;  therefore, there are limitations on our
access to cash flow and the assets of our subsidiaries.

     We are a holding  company whose  material  assets are primarily an indirect
1.7%  managing  general  partnership  interest and a 98.3%  limited  partnership
interest in Foamex L.P. Our subsidiaries,  including Foamex L.P., are subject to
significant  contractual  restrictions on their ability to pay dividends or make
loans, advances and payments to us.

     In addition, our equity interests in our subsidiaries rank junior to all of
the  respective  indebtedness,  whenever  incurred,  of such entities upon their
respective  liquidation or dissolution.  As of March 31, 2002, our  subsidiaries
have aggregate long-term indebtedness with a net book value of $725.2 million.

There are  adverse  income tax  implications  relating  to our  holding  company
structure.

     Under applicable U.S. Federal income tax laws and regulations,  the taxable
income  of  Foamex  L.P.'s  subsidiaries  other  than  Foamex  Carpet  cannot be
consolidated with the income of Foamex International Inc. Accordingly,  if those
subsidiaries  have a  taxable  loss  and we have  taxable  income,  or if  those
subsidiaries have taxable income and we have a taxable loss, more federal income
tax may be paid on a combined  basis than if the incomes  could be  consolidated
for federal tax purposes.

Our  charter  documents  and debt  instruments  contain  provisions  which  have
possible anti-takeover effects.

     Our Restated  Certificate of Incorporation  and By-laws contain  provisions
which may have the effect of delaying,  deferring or  preventing a change in our
control.  For example,  our Restated  Certificate of  Incorporation  and By-laws
provide for,  among other  things,  the  prohibition  of  stockholder  action by
written consent in certain  circumstances  and the affirmative  vote of at least
66-2/3% of all  outstanding  shares of common  stock to approve  the  removal of
directors from office,  which may be effected only for cause.  Additionally  our
Board of  Directors  has the  authority to issue up to an  additional  4,985,000
shares of preferred  stock par value $1.00 per share,  in one or more series and
to fix the  powers,  preferences  and  rights of the  shares of any such  series
without  stockholder  approval.  Any series of  preferred  stock is likely to be
senior to the common stock with respect to dividend and liquidation preferences.
The  ability to issue  preferred  stock  could  have the effect of  discouraging
unsolicited   acquisition   proposals.   Also,   our  Restated   Certificate  of
Incorporation  requires  supermajority  voting  thresholds  to  approve  certain
"business combinations" between us and interested stockholders, which may render
more  difficult or tend to discourage  attempts to acquire us. In addition,  the
indentures  governing our senior secured notes and our senior subordinated notes
contain  provisions  relating to changes of control that could be triggered  by,
among other events,  acquisitions of our common stock above specified thresholds
and changes in the composition of our Board of Directors. Upon the occurrence of
such an event,  we and our  subsidiaries  will be  obligated to make an offer to
purchase all of the  outstanding  notes at a purchase price equal to 101% of the
principal  amount thereof plus accrued and unpaid  interest.  The Amended Credit
Facility and other  indebtedness  of ours and our  subsidiaries  contain similar
provisions  relating  to the  occurrence  of a change  of  control,  as  defined
therein.  There can be no  assurance  that we will have the funds  necessary  to
effect such a purchase if such an event were to occur.

The price of our stock may be volatile.

     Although  the  Company's  common  stock is  listed on the  Nasdaq  National
Market, such listing does not provide any assurance that an active public market
for the common stock will be  sustained.  No  predictions  can be made as to the
effect,  if any, that future market sales of common stock or the availability of
common  stock for sale will have on the  prevailing  market  price of the common
stock.  In addition,  the stock market in recent years has  experienced  extreme
price and volume fluctuations that often have been unrelated or disproportionate
to the

                                       4

<PAGE>

operating  performance  of  companies.  These  fluctuations  as well as  general
economic  and market  conditions  may  adversely  affect the market price of the
common stock.

Shares  available for future sale could adversely affect the market price of the
common stock.

     As of May 3, 2002, we had outstanding 24,236,122 shares of common stock. In
addition,  as of December 31, 2001 there were outstanding  options for 3,465,542
shares of common  stock  under our equity  compensation  plans.  Of the  options
outstanding,  1,431,489 have vested as of December 31, 2001 and the balance will
vest over the next five  years.  All of the  shares  available  under our equity
compensation  plans  have  been  registered  under  the  Securities  Act and are
eligible for resale in the public market unless held by our  affiliates  and not
included in this prospectus. We also have outstanding 15,000 shares of preferred
stock which is  convertible  into 1.5 million  shares of common stock.  Sales of
substantial  amounts of common  stock or the  perception  that such sales  could
occur, could adversely affect the prevailing market price of the common stock.

The price and availability of raw materials account for a significant portion of
our manufacturing costs.

     The  two  principal   chemicals   used  in  the   manufacture  of  flexible
polyurethane foam are toluene diisocyanate,  or "TDI," and polyol. The prices of
TDI and polyol are  influenced  by demand,  manufacturing  capacity  and oil and
natural gas prices.  Historically,  the price of raw materials has been cyclical
and  volatile,  and  our  principal  suppliers  of  raw  materials  used  in the
manufacture  of  flexible  polyurethane  foam  have  increased  the price of raw
materials  several times since 1994. Some of our TDI and polyol suppliers raised
prices in the second quarter of 2002 and have informed us that they will seek to
raise  prices in the  future.  We will seek to recover  such  increases  through
manufacturing process efficiencies and management of selling price increases. We
cannot  assure  you that  these or our other  suppliers  will not  increase  raw
material prices in the future or that we will be able to implement selling price
increases to offset any raw material cost increases.

We depend on a limited number of suppliers of TDI and polyol.

     There  are a  limited  number  of  major  suppliers  of TDI and  polyol.  A
disruption  in our  ability to obtain TDI and/or  polyol  that  continues  for a
significant  period of time would have a material adverse effect on our business
and results of operations.

We rely on a few large customers for a significant portion of our sales.

     A few of our customers are material to our business and  operations.  Sales
to our five largest customers together accounted for approximately  29.7% of our
net sales in 2000 and 35.0% of our net sales in 2001. Sales to Johnson Controls,
our largest customer,  accounted for 12.3% of our net sales in 2000 and 15.7% of
our net sales in 2001.  The loss,  or a substantial  decrease in the amount,  of
purchases by any of our major  customers  could  adversely  affect our financial
position and results of operations.

We are subject to administrative and judicial proceedings and inquiries relating
to environmental matters.

     We are currently  remediating soil and groundwater  contamination in excess
of state standards at several of our current and former facilities.  Further, we
are  currently  designated a  Potentially  Responsible  Party,  or "PRP," by the
United States Environmental Protection Agency or by state environmental agencies
or by other  PRPs  relating  to eight  sites.  We cannot  assure  you that these
liabilities will not have a material adverse effect on our financial condition.

We are subject to extensive federal, state, local and foreign environmental laws
and regulations.

     Our past and present business operations and the past and present ownership
and  operation  of our real  property  are  subject to  extensive  and  changing
federal, state, local and foreign environmental laws and regulations,  including
those  relating  to the  use,  handling,  storage,  discharge  and  disposal  of
hazardous   substances,   the  discharge  or  emission  of  materials  into  the
environment  and the  remediation  of  environmental  contamination.  We  cannot
predict what  environmental  legislation or  regulations  will be enacted in the
future,  how  existing or future laws or

                                       5

<PAGE>


regulations will be administered or interpreted or what environmental conditions
may be found to exist on our properties.  Compliance with more stringent laws or
regulations,  as well as more vigorous  enforcement  policies of the  regulatory
agencies or stricter  interpretation  of existing  laws,  and  discovery  of new
conditions  may  require  us to  make  additional  expenditures,  which  may  be
material.

We may not be able to successfully implement our Operational Reorganization Plan
or achieve the level of cost savings that we have projected.

     We expect to achieve operating  efficiencies,  cost savings and incremental
profitability  as a result  of our plan  launched  in  December  2001 to  reduce
operating costs and accelerate  revenue growth (the "Operational  Reorganization
Plan"). The realization and timing of these operating efficiencies, cost savings
and incremental  profitability could be affected by a number of factors, many of
which are beyond our control,  such as general  economic  conditions,  increased
operating and raw material  costs,  the response of our customers or competitors
and  regulatory  developments.  We cannot  assure you that we will  achieve  the
expected  operating  efficiencies,  cost savings and incremental  profitability,
either within the time frame we have estimated or at all.

Our  previous  independent  accountants  determined  that  some of our  internal
controls  were  inadequate.  We  cannot  assure  you that we will  not  discover
additional internal control inadequacies or that the corrective measures we have
adopted or will adopt to address these inadequacies will be effective.

     In August 1999,  PricewaterhouseCoopers LLP, our independent accountants at
the time, told us that the internal controls we had in place were inadequate. In
addition,  in 2000  and  2001,  PricewaterhouseCoopers  LLP  advised  our  audit
committee of various additional control and reporting practice deficiencies.  On
June  28,  2001,   PricewaterhouseCoopers   LLP  resigned  as  our   independent
accountants.  We undertook a comprehensive internal control review and initiated
corrective  actions.  We cannot assure you that we will not discover  additional
internal control inadequacies, that the corrective measures we have adopted will
be effective to address the inadequacies in our internal  controls or whether we
will have to adopt additional corrective measures.

We have  amended  certain  of our  filings  with  the  Securities  and  Exchange
Commission.

     We have  amended  our  2000  annual  report  on Form  10-K to  restate  our
unaudited quarterly financial data for 1999. We engaged Deloitte & Touche LLP as
our new  auditors  and  requested  they  perform  an audit  of our  consolidated
financial  statements  as of and for the nine months ended  September  30, 2001.
Following this audit and the internal  control review  discussed above, we filed
amended  quarterly  reports on Form 10-Q to reflect  certain  adjustments to our
previously  reported results for each of the first three quarters of 2001 and to
reflect the fact that our reports for these  quarters  had been  reviewed by our
independent auditors.

Our business is cyclical.

     The polyurethane foam business is cyclical to the extent that our customers
are in cyclical industries.  We are especially subject to the cyclical nature of
the  automotive,  housing,  technology and furniture and bedding  industries.  A
protracted  downturn  in the  businesses  of  our  customers  in  any  of  these
industries, either simultaneously or sequentially, could have a material adverse
effect on our results of operations.

We have  received  claims  from  customers  relating  to odors  from  mattresses
containing foam made by us.

     During  the fourth  quarter of 2001,  we  discovered  that some  mattresses
containing foam supplied by us had a discernible odor. The cause of the odor was
traced to chemicals from one supplier used in the  manufacture of the foam. This
supplier  advised us that the odor was  attributable to a change in its chemical
manufacturing process,  which has since been corrected.  We received claims from
some of our customers for costs  purportedly  associated  with the odorous foam,
and we have reached agreement with this chemical supplier regarding the terms of
and manner in which this supplier will  reimburse us for certain  obligations we
may have to our customers  relating to these  claims,  as well as for certain of
our internal costs. Under this agreement,  this supplier will pay us a fixed sum
in exchange  for  eliminating  certain  future  claims we may have  against this
supplier and  obligating us to indemnify  this supplier for certain  claims that
may be brought  against it by others,  including  our  customers.  The  ultimate

                                       6

<PAGE>


amounts of these third party claims and the amount of our own internal costs are
uncertain.  We cannot  assure you that this  supplier's  payments  to us will be
sufficient  to  cover  all  payments  that we may be  required  to make to third
parties in respect of their claims,  to cover all of our related  internal costs
or that our  indemnification  obligations to this supplier will not be material.
Consequently,  we cannot assure you that these claims and costs relating to this
matter will not have a material  adverse  effect on our  consolidated  financial
position, results of operations and cash flows.

                                       7

<PAGE>

                           FORWARD-LOOKING STATEMENTS

     The  Private  Securities  Litigation  Reform  Act of 1995  provides a "safe
harbor"  for  forward-looking   statements  so  long  as  those  statements  are
identified as  forward-looking  and are  accompanied  by  meaningful  cautionary
statements  identifying  important  factors that could cause  actual  results to
differ  materially from those projected in such  statements.  In connection with
certain  forward-looking  statements contained in this prospectus and those that
may be made  in the  future  by us or on our  behalf  which  are  identified  as
forward-looking,  we note that there are various factors that could cause actual
results to differ  materially  from those set forth in any such  forward-looking
statements, such as our ability to implement customer selling price increases in
response to higher raw material  costs,  raw material price  increases,  general
economic  conditions,  the interest  rate  environment,  the level of automotive
production,  carpet production,  furniture and bedding  production,  and housing
starts,  the  completion  of  various   restructuring/consolidation  plans,  the
achievement  of  management's  business  plans,  our capital and debt  structure
(including  various  financial  covenants),  the  outcome  of the  odorous  foam
situation, litigation and changes in environmental legislation and environmental
conditions.  The  forward-looking  statements  contained in this prospectus were
prepared  by  management  and are  qualified  by, and  subject  to,  significant
business,  economic,   competitive,   regulatory  and  other  uncertainties  and
contingencies,  all of which are  difficult or impossible to predict and many of
which are beyond our control.

     Accordingly,  there can be no assurance that the forward-looking statements
contained in this prospectus will be realized or that actual results will not be
significantly  higher or lower. Readers of this prospectus should consider these
facts in evaluating the information contained herein. In addition,  our business
and operations are subject to substantial  risks which increase the  uncertainty
inherent in the  forward-looking  statements  contained in this prospectus.  The
inclusion of the forward-looking  statements contained in this prospectus should
not be regarded as a  representation  by us or any other  person that any of the
forward-looking  statements  contained in this prospectus  will be achieved.  In
light of the  foregoing,  readers of this  prospectus are cautioned not to place
undue reliance on the forward-looking statements contained herein.

                                 USE OF PROCEEDS

     We will not receive any proceeds from the sale of the shares by the selling
stockholders.

                                       8

<PAGE>


                              SELLING STOCKHOLDERS

     This prospectus relates to offers and sales by the selling  stockholders of
shares of common stock  acquired or to be acquired under the Plan. The following
table sets forth the names of the selling stockholders,  the number of shares of
our common stock beneficially owned by each of them as of April 19, 2002 (except
for Mr. Belcher for whom information is given as of June 6, 2002) and the number
of shares of our common stock  offered by this  prospectus.  Because the selling
stockholders  may sell all or some  part of the  common  stock  that  they  hold
pursuant  to this  prospectus  and the fact  that  this  offering  is not  being
underwritten  on a firm  commitment  basis,  no estimate  can be given as to the
amount  of  common  stock  that will be held by the  selling  stockholders  upon
termination of this offering.  None of the selling  stockholders  owns more than
5.0% of our outstanding  common stock. Each selling  stockholder is a current or
former  director of Foamex  International  Inc. Our common stock offered by this
prospectus may be offered from time to time, in whole or in part, by the persons
named below or by their transferees,  as to whom applicable information will, to
the extent required, be set forth in a prospectus supplement.

                                   Shares                Shares which may be
Selling Stockholder          Beneficially Owned       Sold Under this Prospectus
-------------------          ------------------       --------------------------
S. Dennis N. Belcher                2,140                       2,140
John C. Culver                      3,822                       3,822
Julie Nixon Eisenhower              3,802                       3,802
Robert J. Hay                      20,626                       8,082
Dr. Stuart J. Hershon (1)          28,409                       8,082
Virginia A. Kamsky                 10,571                       7,484
Raymond E. Mabus, Jr.              11,169                       8,082
Steven B. Sharpe                    8,034                       6,659
John V. Tunney (2)                 24,873                       2,996

------------------

(1)  The number of shares  beneficially  owned by Dr.  Hershon  includes  12,571
     shares of common  stock  held in the name of Dr.  Hershon's  wife and 1,075
     shares of common  stock  held in a trust of which Dr.  Hershon  is the sole
     trustee.

(2)  The  number of shares  beneficially  owned by Mr.  Tunney  includes  10,000
     shares of common  stock  held in a trust of which  Mr.  Tunney  serves as a
     co-trustee.


                              PLAN OF DISTRIBUTION

     We are  registering  the common stock  covered by this  prospectus  for the
selling stockholders listed in the table set forth in "Selling Stockholders." As
used in this prospectus,  "selling  stockholder"  includes the permitted donees,
pledgees, transferees,  successors-in-interest or others who may later hold such
selling  stockholders'  interests in the shares of our securities covered hereby
and are entitled to resell shares using this prospectus.

     The selling  stockholders  may sell the common stock being  offered by this
prospectus  in one or more of the  following  ways at various  times,  which may
include block transactions or crosses:

o    to underwriters for resale to the public or to institutional investors;

o    directly to the public or institutional investors; or

o    through  brokers,  dealers  or  agents to the  public  or to  institutional
     investors.

     The selling  stockholders  will act independently of us in making decisions
with  respect  to the  timing,  manner  and  size  of  each  sale.  The  selling
stockholders  may sell the  common  stock on the Nasdaq  National  Market or any
other  exchange or automated  quotation  system on which our common stock may be
listed in the future, in negotiated  transactions or otherwise.  Those sales may
be made at fixed  prices,  at market  prices  prevailing at the

                                       9

<PAGE>

time of sale, at prices related to the prevailing market prices or at negotiated
prices.  If underwriters are used in the sale, the common stock will be acquired
by the  underwriters for their own account and may be resold at various times in
one or more transactions,  including negotiated transactions,  at a fixed public
offering price or prices,  which may be changed,  at market prices prevailing at
the time of sale, at prices  related to such  prevailing  market  prices,  or at
negotiated  prices.  A  distribution  of the common stock by some of the selling
stockholders   may  also  be  effected  through  the  issuance  by  the  selling
stockholders   or  others  of   derivative   securities,   including   warrants,
exchangeable  securities,  forward delivery  contracts and the writing of put or
call options, or a combination of any of those derivative securities.

     In addition, the selling stockholders may sell some or all of the shares of
common stock covered by this prospectus through:

o    block trades in which a  broker-dealer  will attempt to sell as agent,  but
     may position or resell a portion of the block,  as  principal,  in order to
     facilitate the transaction;

o    purchases by a broker-dealer, as principal, and resale by the broker-dealer
     for its account;

o    ordinary brokerage transactions and transactions in which a broker solicits
     purchasers; or

o    privately negotiated transactions.

     When  selling the common  stock,  the selling  stockholders  may enter into
hedging  transactions with broker-dealers or other financial  institutions.  For
example, the selling stockholders may:

o    enter  into  transactions  involving  short  sales of the  common  stock by
     broker-dealers or other financial institutions;

o    sell common stock short itself and  redeliver  such shares to close out its
     short positions;

o    enter into options or other types of transactions  that require the selling
     stockholders to deliver common stock to a broker-dealer  or other financial
     institution,  who will then resell or transfer  the common stock under this
     prospectus; or

o    loan or pledge  the  common  stock to a  broker-dealer  or other  financial
     institution,  who may sell the loaned  shares or, in the event of  default,
     sell the pledged shares.

     Broker-dealers  engaged  in  connection  with the sale of  shares of common
stock  covered  by this  prospectus  may  receive  compensation  in the  form of
discounts,   concessions  or  commissions  from  the  selling   stockholders  or
purchasers of the shares for whom those  broker-dealers  may act as agents or to
whom  they  sell  as  principal,  or  both.  The  compensation  of a  particular
broker-dealer may be in excess of customary commissions.  Broker-dealers engaged
by the selling  stockholders  may allow other  broker-dealers  to participate in
resales   and  receive   compensation.   The   selling   stockholders   and  any
broker-dealers  or agents involved in the sale or resale of the common stock may
qualify as  "underwriters"  within the  meaning of the  Section  2(a)(11) of the
Securities Act. In addition,  the commissions,  discounts or concessions paid to
any such  broker-dealers  or agents may  qualify as  underwriters'  compensation
under the Securities Act.

     In addition to selling  shares of common stock under this  prospectus,  the
selling stockholders may:

o    transfer  shares of common stock in other ways not involving  market makers
     or established trading markets,  including directly by gift,  distribution,
     or other transfer;

o    sell shares of common stock under Rule 144 under the  Securities Act rather
     than under this  prospectus,  if the transaction  meets the requirements of
     Rule 144; or

o    sell shares of common stock by any other legally available means.

                                       10

<PAGE>


     Notwithstanding the foregoing,  the amount of securities to be reoffered or
resold by means of this prospectus,  by each person, may not exceed,  during any
three-month period, the amount specified in Rule 144(e). We are not aware of any
agreements,   arrangements  or   understandings   between  any  of  the  selling
stockholders and brokers,  dealers, agents or underwriters regarding the sale of
shares of common stock by the selling stockholders.

     Upon  our  being  notified  by a  selling  stockholder  that  any  material
arrangement  has been entered into with an underwriter,  broker-dealer  or agent
for the  sale of  shares  through  a block  trade,  special  offering,  exchange
distribution  or  secondary  distribution,  we will  file a  supplement  to this
prospectus, if one is required, under Rule 424(b) under the Securities Act. That
supplement, if required, will disclose, to the extent applicable:

o    the  name  of  each  such  selling  stockholder  and of  the  participating
     underwriter, broker-dealer or agent,

o    the number of shares involved,

o    the price at which those shares were sold,

o    the commissions paid or discounts or concessions allowed and

o    other facts material to the transaction.

     In addition,  if required by the Securities  Act, we will file a supplement
to this prospectus upon being notified by a selling  stockholder that any donee,
pledgee,  transferee  or other  successor-in-interest  that is  entitled to sell
shares  using  this  prospectus  intends  to sell more than 500 shares of common
stock.

                                  LEGAL MATTERS

     The  validity of the shares of common  stock which are  originally  offered
under the registration  statement of which this reoffer  prospectus forms a part
will be passed  upon for Foamex  International  Inc.  by Paul,  Weiss,  Rifkind,
Wharton & Garrison.

                                     EXPERTS

     The consolidated  financial  statements and the related financial statement
schedules of Foamex  International  Inc. and subsidiaries as of and for the year
ended December 31, 2001,  incorporated  in this prospectus by reference from our
Annual  Report  on Form  10-K for the year  ended  December  31,  2001 have been
audited  by  Deloitte & Touche  LLP,  independent  auditors,  as stated in their
report, which is incorporated herein by reference,  and has been so incorporated
in reliance  upon the report of such firm given upon their  authority as experts
in accounting and auditing.

     The consolidated financial statements and schedules of Foamex International
Inc. as of December 31, 2000,  and for each of the years in the two-year  period
ended  December 31, 2000  incorporated  by  reference  into this  prospectus  by
reference to our Annual Report on Form 10-K for the year ended December 31, 2001
have been so  incorporated  in reliance on the report of  PricewaterhouseCoopers
LLP, independent  accountants and given on the authority of said firm as experts
in auditing and accounting.

                                       11

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The  following   documents  and  information   previously  filed  with  the
Securities and Exchange Commission by us are hereby incorporated by reference in
this registration statement:

     (1)  Our Annual Report on Form 10-K for the year ended December 31, 2001.

     (2)  Our Current Report on Form 8-K filed on March 7, 2002.

     (3)  Our Current Report on Form 8-K filed on March 22, 2002.

     (4)  Our Report on Form 10-Q for the quarterly period ended March 31, 2002.

     (5)  Our Current Report on Form 8-K filed on June 5, 2002.

     (6)  The  description  of the common stock of the Company,  par value $0.01
          per share,  which is  incorporated  by  reference  into the  Company's
          registration statement on Form 8-A, filed on October 12, 1993 pursuant
          to the Exchange  Act,  and  contained  in the  Company's  registration
          statement on Form S-1,  registration no.  33-69606,  filed pursuant to
          the Securities Act, as updated in the Company's registration statement
          on  Form  S-8,  registration  no.  33-92156,  filed  pursuant  to  the
          Securities Act, under the caption "Description of Capital Stock."

     All  reports  and other  documents  subsequently  filed by us  pursuant  to
Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act after the date of this
prospectus and prior to the filing of a post-effective amendment which indicates
that  all  securities  registered  have  been  sold or  which  de-registers  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this registration  statement and to be part hereof from the date of
filing of such documents.

Item 4. Description of Securities

     Not Applicable.

Item 5. Interests of Named Experts and Counsel

     Not Applicable.

Item 6. Indemnification of Directors and Officers

Section 145 of the General  Corporation Law of the State of Delaware provides as
follows:

     A  corporation  may  indemnify  any  person  who  was or is a  party  or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact that the person is or was a  director,  officer,  employee  or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent or another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably  believed to be
in or not opposed to the best interest of the corporation,  and, with respect to
any  criminal  action or  proceeding,  had no  reasonable  cause to believe  the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement,  conviction or upon a plea of nolo contendere or
its equivalent,  shall not, of itself,  create a presumption that the person did
not act in good faith and in

                                      II-1

<PAGE>

a manner  which  he  reasonably  believed  to be in or not  opposed  to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had  reasonable  cause to believe  that the  person's  conduct  was
unlawful.

     A  corporation  may  indemnify  any  person  who  was or is a  party  or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by the person in connection with the defense or
settlement  of such  action or suit if the  person  acted in good faith and in a
manner  the  person  reasonably  believed  to be in or not  opposed  to the best
interests of the corporation and except that no indemnification  will be made in
respect to any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable to the corporation  unless and only to the extent that the
Court of Chancery  or the court in which such  action or suit was brought  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled  to  indemnity  for such  expenses  which the Court of Chancery or such
other court shall deem proper.

     Our restated  certificate of  incorporation,  as amended,  provides that we
will  indemnify  any person,  including  persons who are not our  directors  and
officers, to the fullest extent permitted by Section 145 of the Delaware General
Corporation Law.

     In addition,  the By-Laws,  in substance,  require the Company to indemnify
each  person who is or was a director  or officer of the  Company to the fullest
extent permitted by the laws of the State of Delaware in the event the person is
involved in legal  proceedings by reason of the fact that the person is or was a
director  or  officer of the  Company,  or is or was  serving  at the  Company's
request as a director or officer of another  corporation,  partnership  or other
enterprise.  The  Company is also  required  to advance  to  directors,  and may
advance to  officers,  payments  for their  expenses  incurred  in  defending  a
proceeding to which indemnification might apply, provided the recipient provides
an undertaking  agreeing to repay all such advanced  amounts if it is ultimately
determined that he is not entitled to be indemnified.  In addition,  the By-Laws
specifically  provide that the  indemnification  rights  granted  thereunder are
non-exclusive.

     We maintain directors and officers  liability  insurance for the benefit of
our directors and certain of our officers.

     Reference  is  made  to  Item  9  for  our  undertakings  with  respect  to
indemnification for liabilities arising under the Securities Act of 1933.

Item 7. Exemption from Registration Claimed

     The issuance of the common stock to be resold pursuant to this registration
statement was exempt from  registration  under the Securities Act in reliance on
Section 4(2) of the  Securities  Act as a transaction by an issuer not involving
any public offering.

Item 8. Exhibits

4.1  Certificate of Incorporation of Foamex International Inc.  (incorporated by
     reference  to Exhibit  3.7.1(a)  to the Annual  Report on Form 10-K for the
     year ended December 31, 2001)
4.2  Amendment to  Certificate of  Incorporation  of Foamex  International  Inc.
     (incorporated  by  reference to Exhibit  3.7.1(dd) to the Annual  Report on
     Form 10-K for the year  ended  December  31,  2001)
4.3  By-laws of Foamex International Inc.  (incorporated by reference to Exhibit
     3.8(a) to the Annual  Report on Form 10-K for the year ended  December  31,
     2001)
5.1  Opinion of Paul, Weiss, Rifkind, Wharton & Garrison
23.1 Consent of Paul, Weiss,  Rifkind,  Wharton & Garrison  (included as part of
     Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP

                                      II-2

<PAGE>

23.3 Consent of PricewaterhouseCoopers LLP
24.1 Power  of  Attorney  (included  on  signature  page  of  this  Registration
     Statement)

Item 9. Undertakings

     The undersigned Registrant hereby undertakes:

     (a) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment  to this  registration  statement  (i) to include  any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  this  registration  statement  or any  material  change  to  such
information  in this  registration  statement;  (ii)  that,  for the  purpose of
determining  any liability  under the Securities  Act, each such  post-effective
amendment  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be  deemed to be the  initial  bona fide  offering  thereof;  and (iii) to
remove  from  registration  by means of a  post-effective  amendment  any of the
securities  being  registered  which  remain  unsold at the  termination  of the
offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated by reference in this  registration  statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the registrant's Certificate of Incorporation or by-laws,
by contract,  or otherwise,  the registrant has been advised that in the opinion
of the Commission such  indemnification is against public policy as expressed in
the Securities Act and is, therefore,  unenforceable.  In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.

                                      II-3

<PAGE>


                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Linwood,  Commonwealth of  Pennsylvania,  on June 6,
2002.

                                FOAMEX INTERNATIONAL INC.


                                By:   /s/  Thomas E. Chorman
                                      -----------------------------------
                                      Name:   Thomas E. Chorman
                                      Title:  Executive Vice President,
                                              Chief Financial Officer
                                              and Chief Administrative Officer


                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears  below  constitutes  and  appoints  Thomas  E.  Chorman  and  George  L.
Karpinski,  and each of them, his or her true and lawful  attorneys-in-fact  and
agents, with full power of substitution and  resubstitution,  for him or her and
in his or her name, place and stead, in any and all capacities,  to sign any and
all  amendments,  including  post-effective  amendments,  to  this  Registration
Statement,  and to file the same, with all exhibits  thereto and other documents
in   connection   therewith,   with   the   Commission,   granting   unto   said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the  premises,  as fully as to intents and purposes as he or she might
do or  could  do in  person  hereby  ratifying  and  confirming  all  that  said
attorneys-in-fact  and  agents  or any of them,  or their or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue thereof.

     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed below on June 6, 2002 by the following  persons in the
capacities indicated.

       Signature                                       Titles
       ---------                                       ------

/s/ Marshall S. Cogan                      Chairman of the Board and Director
---------------------------
Marshall S. Cogan


/s/ John V. Tunney                         Vice Chairman and Director
---------------------------
John V. Tunney


/s/ S. Dennis N. Belcher                   Director
---------------------------
S. Dennis N. Belcher


/s/ John C. Culver                         Director
---------------------------
John C. Culver

                                      II-4

<PAGE>

                                           Director
---------------------------
Luis J. Echarte


/s/ Julie Nixon Eisenhower                 Director
---------------------------
Julie Nixon Eisenhower


/s/ Robert J. Hay                          Chairman Emeritus and Director
---------------------------
Robert J. Hay


/s/ Stuart J. Hershon                      Director
---------------------------
Stuart J. Hershon


/s/ Virginia A. Kamsky                     Director
---------------------------
Virginia A. Kamsky


/s/ Raymond E. Mabus                       Director
---------------------------
Raymond E. Mabus


/s/ Thomas E. Chorman                      Executive Vice President,
---------------------------                Chief Financial Officer and
Thomas E. Chorman                          Chief Administration Officer
                                           (principal financial and
                                           accounting officer)

                                      II-5

<PAGE>


                                INDEX TO EXHIBITS

4.1  Certificate of Incorporation of Foamex International Inc.  (incorporated by
     reference  to Exhibit  3.7.1(a)  to the Annual  Report on Form 10-K for the
     year ended December 31, 2001)

4.2  Amendment to  Certificate of  Incorporation  of Foamex  International  Inc.
     (incorporated  by  reference to Exhibit  3.7.1(dd) to the Annual  Report on
     Form 10-K for the year ended December 31, 2001)

4.3  By-laws of Foamex International Inc.  (incorporated by reference to Exhibit
     3.8(a) to the Annual  Report on Form 10-K for the year ended  December  31,
     2001) 5.1 Opinion of Paul, Weiss, Rifkind, Wharton & Garrison

23.1 Consent of Paul, Weiss,  Rifkind,  Wharton & Garrison  (included as part of
     Exhibit 5.1)

23.2 Consent of Deloitte & Touche LLP

23.3 Consent of PricewaterhouseCoopers LLP

24.1 Power  of  Attorney  (included  on  signature  page  of  this  Registration
     Statement)
[{"type": "S-8", "sequence": "1", "filename": "s8060702.txt", "secsgml_size_bytes": 63020}]
{"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": "S-8", "act": "33", "file-number": "333-90020", "film-number": "02673253"}, "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"}}
As filed with the Securities and Exchange Commission on June 7, 2002

                                                      Registration No. 333-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------
                            FOAMEX INTERNATIONAL INC.
             (Exact name of Registrant as specified in its charter)

       Delaware                                                05-0473908
(State or other jurisdiction of                               (IRS Employer
incorporation or organization)                              Identification No.)

                              1000 Columbia Avenue
                           Linwood, Pennsylvania 19061
                                 (610) 859-3000
          (Address, including zip code, and telephone number, including
             area code, of Registrant's principal executive offices)

                            Foamex International Inc.
                              2002 Stock Award Plan
                            (Full title of the plan)

                                Thomas E. Chorman
                            Executive Vice President,
                        Chief Financial Officer and Chief
                             Administrative Officer
                            Foamex International Inc.
                              1000 Columbia Avenue
                           Linwood, Pennsylvania 19061
                                 (610) 859-3000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                              --------------------
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------
                                                  Proposed Maximum       Proposed Maximum       Amount of
Title of Each Class of          Amount to be      Offering Price Per     Aggregate Offering    Registration
Securities to be Registered     Registered              Share                   Price              Fee
--------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01    2,100,000             $11.25              $23,625,000.00       $2,174.00
per share (1)
--------------------------------------------------------------------------------------------------------------
(1)  Represents 2,048,851 shares of Common Stock reserved for issuance under the
     Foamex  International  Inc.  2002 Stock Award Plan (the  "Plan") and 51,149
     shares of Common Stock issued under the Plan prior to the date hereof.  The
     registration fee was calculated in accordance with Rule 457(h)(1) under the
     Securities  Act of 1933,  as amended,  based on the average of the high and
     low prices of the shares on May 31, 2002 as reported on the Nasdaq National
     Market.  Pursuant to Rule 416 under the Securities  Act, this  Registration
     Statement  shall be deemed to cover an  indeterminate  number of additional
     securities  to be  offered  or issued as a result  of stock  splits,  stock
     dividends or similar transactions.

================================================================================
EXPLANATORY NOTE

     The Section 10(a) prospectus being delivered by Foamex  International  Inc.
(the  "Company") to  participants  in the  Company's  2002 Stock Award Plan (the
"Plan") as required by Rule 428 under the  Securities  Act of 1933,  as amended,
has been prepared in accordance with the requirements of Form S-8 and relates to
shares of common stock,  par value $0.01 per share,  of the Company (the "common
stock")  which  have been  reserved  for  issuance  pursuant  to the  Plan.  The
information  regarding  the Plan  required in the Section  10(a)  prospectus  is
included in documents being  maintained and delivered by the Company as required
by Rule 428 under the Securities  Act. The Company shall provide to participants
in the  Plan a  written  statement  advising  them of the  availability  without
charge,  upon written or oral request,  of documents  incorporated  by reference
herein, as is required by Item 2 of Part I of Form S-8.

     This registration statement on Form S-8 also includes a prospectus prepared
pursuant to Instruction C of Form S-8, in accordance  with the  requirements  of
Part I of Form S-3,  and relates  solely to resales on a  continuous  or delayed
basis in the  future of up to an  aggregate  of 51,149  shares  that  constitute
"restricted  securities"  which  have been  issued  prior to the  filing of this
registration statement.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s)  containing the information  required in Part I of Form S-8
will be sent or given to participating  employees as specified by Rule 428(b)(1)
of the  Securities  Act.  These  documents  and the  documents  incorporated  by
reference to this  Registration  Statement  pursuant to Item 3 of Part II, taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.
REOFFER PROSPECTUS

                          51,149 SHARES OF COMMON STOCK
                          OF FOAMEX INTERNATIONAL INC.

     The shares of common stock, $0.01 par value per share,  offered hereby will
be sold  from time to time by those  stockholders  described  under the  caption
"Selling Stockholders" in this prospectus.  The selling stockholders are current
or former directors of our company.

     The sales may occur in  transactions  through the Nasdaq National Market at
prevailing  market  prices or in  negotiated  transactions.  We will not receive
proceeds  from any of these  sales.  We are  paying  the  expenses  incurred  in
registering the shares,  but all selling and other expenses  incurred by each of
the selling stockholders will be borne by that selling stockholder.

     The shares of common stock are "restricted securities" under the Securities
Act of 1933 before their sale under this  prospectus.  This  prospectus has been
prepared for the purpose of  registering  the shares under the Securities Act to
allow for future sales by the selling  stockholders,  on a continuous or delayed
basis, to the public without restriction. Each selling stockholder may be deemed
to be an "underwriter" within the meaning of the Securities Act. Any commissions
received by a broker or dealer in  connection  with resales of the shares may be
deemed to be underwriting commissions or discounts under the Securities Act.

     Our common stock is traded on the Nasdaq  National  Market under the symbol
"FMXI." On May 31, 2002,  the last reported  sale price of the common stock,  as
reported on the Nasdaq National Market, was $11.20 per share.

     Investing  in our common  stock  involves a high  degree of risk.  For more
information, please see "Risk Factors" beginning on page 2.

                              --------------------

     NEITHER THE  SECURITIES AND EXCHANGE  COMMISSION  NOR ANY STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                                  June 7, 2002
TABLE OF CONTENTS

Where You Can Find More Information...........................................1
Information Incorporated by Reference.........................................1
The Company...................................................................2
Risk Factors..................................................................2
Forward-Looking Statements....................................................8
Use of Proceeds...............................................................8
Selling Stockholders..........................................................9
Plan of Distribution..........................................................9
Legal Matters................................................................11
Experts......................................................................11
PART II  Information Required in the Registration Statement................II-1
Signatures.................................................................II-4
Power of Attorney..........................................................II-4

     You should rely only on the  information  contained in or  incorporated  by
reference in this prospectus.  We have not authorized anyone to provide you with
information  different  from that  contained  in this  prospectus.  The  selling
stockholders  named in this  prospectus  are offering to sell shares and seeking
offers to buy shares only in jurisdictions where offers and sales are permitted.
The information  contained in or incorporated by reference in this prospectus is
accurate  only as of the  date of this  prospectus,  regardless  of the  time of
delivery of this prospectus or any sale of our common stock.

                                       ii
WHERE YOU CAN FIND MORE INFORMATION

     We have filed with the  Securities  and Exchange  Commission a registration
statement on Form S-8/S-3 under the Securities  Act, of which this prospectus is
a part,  with  respect  to the  shares  of  common  stock  offered  hereby.  The
prospectus does not contain all of the information  included in the registration
statement.  Statements contained in this prospectus concerning the provisions of
any document  are not  necessarily  complete.  You should refer to the copies of
these  documents  filed as exhibits to the  registration  statement or otherwise
filed  by us with  the  SEC  for a more  complete  understanding  of the  matter
involved. Each statement concerning these documents is qualified in its entirety
by such reference.

     We are also subject to the  informational  requirements  of the  Securities
Exchange Act of 1934. In accordance with the Exchange Act we file reports, proxy
statements  and other  information  with the SEC.  The  registration  statement,
including the attached  exhibits and  schedules,  may be inspected and copied at
the public  reference  facilities  maintained by the SEC,  Room 1024,  Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the regional office
of the SEC. Please call the SEC at 1-800-SEC-0330 for further  information about
the public reference rooms. The SEC maintains a web site that contains  reports,
proxy and information  statements and other  information  regarding  registrants
that file electronically with the SEC. Copies of the registration  statement and
the reports, proxy and information statements and other information that we file
with the SEC may be obtained from the SEC's website at http://www.sec.gov.

                      INFORMATION INCORPORATED BY REFERENCE

     The following documents and information previously filed with the SEC by us
are hereby incorporated by reference in this registration statement:

(1)  Our Annual Report on Form 10-K for the year ended December 31, 2001.

(2)  Our Current Report on Form 8-K filed on March 7, 2002.

(3)  Our Current Report on Form 8-K filed on March 22, 2002.

(4)  Our Report on Form 10-Q for the quarterly period ended March 31, 2002.

(5)  Our Current Report on Form 8-K filed on June 5, 2002.

     All  reports  and other  documents  subsequently  filed by us  pursuant  to
Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act after the date of this
prospectus and prior to the filing of a post-effective amendment which indicates
that  all  securities  registered  have  been  sold or  which  de-registers  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this registration  statement and to be part hereof from the date of
filing of such documents.

                                       1
THE COMPANY

     We are engaged  primarily in the manufacturing and distribution of flexible
polyurethane  and advanced  polymer  foam  products.  As of March 31, 2002,  our
operations are conducted through our wholly-owned  subsidiary,  Foamex L.P., and
through Foamex Canada Inc.,  Foamex Latin America,  Inc.,  Foamex Asia, Inc. and
Foamex Carpet  Cushion LLC ("Foamex  Carpet") which are  subsidiaries  of Foamex
L.P.  Foamex  Carpet,  formerly a Delaware  corporation,  was  converted  into a
limited liability company and was contributed to Foamex L.P. on March 25, 2002.

     We are a Delaware  corporation with principal  executive offices located at
1000 Columbia Avenue,  Linwood,  Pennsylvania 19061, and our telephone number is
(610) 859-3000.

                                  RISK FACTORS

     In  addition  to the  other  information  in this  prospectus,  you  should
carefully  consider the following  factors before investing in our common stock.
Certain  statements  in  "Risk  Factors"  are  forward-looking  statements.  See
"Forward-Looking Statements."

Our substantial debt could impair our financial condition.

     We  continue  to be highly  leveraged  and have  substantial  debt  service
obligations.  As of  March  31,  2002,  after  giving  effect  to the  following
transactions which occurred on March 25, 2002:

o    our contribution of our equity interests in Foamex Carpet to Foamex L.P.,

o    the amendment of Foamex L.P.'s senior  secured  credit  facility to provide
     for additional term loans and a new revolving credit facility (the "Amended
     Credit Facility"),

o    the offering of 10 3/4% Senior  Secured  Notes due 2009 by Foamex L.P. (the
     "Offering"), and

o    using the net proceeds from the Offering to repay a portion of  outstanding
     indebtedness under the credit facility,

our  total  consolidated  debt was  approximately  $725  million  and our  total
shareholders' deficiency was approximately $173 million. We may incur additional
debt in the  future,  subject  to  certain  limitations  contained  in our  debt
instruments.

     The degree to which we are leveraged  could have important  consequences to
you, including:

o    our  ability to obtain  additional  financing  in the  future  for  working
     capital, capital expenditures,  acquisitions, general corporate purposes or
     other purposes may be impaired;

o    a significant portion of our cash flow from operations must be dedicated to
     the payment of interest  and,  beginning  in 2004,  principal  on our debt,
     which reduces the funds available to us for our operations;

o    some of our debt is and will continue to be at variable  rates of interest,
     which may result in higher  interest  expense in the event of  increases in
     interest rates; and

o    our debt  agreements  contain,  and any  agreements  to refinance  our debt
     likely will contain,  financial and restrictive covenants,  and our failure
     to comply with them may result in an event of default  which,  if not cured
     or waived, could have a material adverse effect on us.

                                       2
We may incur more debt, which could exacerbate the risks described above.

     We and  our  subsidiaries  may be  able  to  incur  substantial  additional
indebtedness  in the future.  The Amended  Credit  Facility  and the  indentures
relating to the senior secured notes, the 9?% senior subordinated notes due 2007
and the 13 1/2%  senior  subordinated  notes due 2005 will  restrict  us and our
subsidiaries in incurring additional  indebtedness,  but will not fully prohibit
us or our  subsidiaries  from doing so. If new debt is added to the current debt
levels, the related risks that we and our subsidiaries now face could intensify.

     The terms of the Amended  Credit  Facility and the  indentures  relating to
Foamex L.P.'s senior  secured notes and senior  subordinated  notes may restrict
our and our subsidiaries'  current and future  operations,  particularly our and
our subsidiaries' ability to respond to changes or to take some actions.

     The  terms  of  the  Amended  Credit  Facility  contains,  and  any  future
refinancing of the Amended  Credit  Facility  likely would contain,  a number of
restrictive   covenants   that  impose   significant   operating  and  financial
restrictions on us. The Amended Credit Facility includes covenants  restricting,
among other things, our ability to:

o    incur additional debt, including guarantees;

o    incur liens;

o    dispose of assets;

o    make some acquisitions;

o    pay dividends and make some other restricted payments;

o    enter into sale and leaseback transactions;

o    engage in any new businesses;

o    issue preferred stock; and

o    enter into transactions with our shareholders and our affiliates.

     The  indentures  relating to Foamex L.P.'s 10 3/4% senior secured notes due
2009,  its  97/8%  senior  subordinated  notes  due 2007 and its 13 1/2%  senior
subordinated  notes due 2005 also contain numerous  covenants  including,  among
other things, restrictions on our ability to:

o    incur additional debt;

o    create liens or other encumbrances;

o    make certain payments and investments; and

o    sell or otherwise  dispose of assets and merge or consolidate  with another
     entity.

     The Amended Credit Facility also includes  financial  covenants,  including
requirements that we maintain or achieve:

o    a minimum net worth test;

o    a minimum fixed charge coverage ratio;

o    a minimum interest coverage ratio; and

                                       3
o    a maximum leverage ratio.

     In addition,  any future debt could contain  financial and other  covenants
more  restrictive  than those  applicable to the Amended  Credit  Facility,  the
senior secured notes and the senior subordinated notes.

We are structured as a holding company;  therefore, there are limitations on our
access to cash flow and the assets of our subsidiaries.

     We are a holding  company whose  material  assets are primarily an indirect
1.7%  managing  general  partnership  interest and a 98.3%  limited  partnership
interest in Foamex L.P. Our subsidiaries,  including Foamex L.P., are subject to
significant  contractual  restrictions on their ability to pay dividends or make
loans, advances and payments to us.

     In addition, our equity interests in our subsidiaries rank junior to all of
the  respective  indebtedness,  whenever  incurred,  of such entities upon their
respective  liquidation or dissolution.  As of March 31, 2002, our  subsidiaries
have aggregate long-term indebtedness with a net book value of $725.2 million.

There are  adverse  income tax  implications  relating  to our  holding  company
structure.

     Under applicable U.S. Federal income tax laws and regulations,  the taxable
income  of  Foamex  L.P.'s  subsidiaries  other  than  Foamex  Carpet  cannot be
consolidated with the income of Foamex International Inc. Accordingly,  if those
subsidiaries  have a  taxable  loss  and we have  taxable  income,  or if  those
subsidiaries have taxable income and we have a taxable loss, more federal income
tax may be paid on a combined  basis than if the incomes  could be  consolidated
for federal tax purposes.

Our  charter  documents  and debt  instruments  contain  provisions  which  have
possible anti-takeover effects.

     Our Restated  Certificate of Incorporation  and By-laws contain  provisions
which may have the effect of delaying,  deferring or  preventing a change in our
control.  For example,  our Restated  Certificate of  Incorporation  and By-laws
provide for,  among other  things,  the  prohibition  of  stockholder  action by
written consent in certain  circumstances  and the affirmative  vote of at least
66-2/3% of all  outstanding  shares of common  stock to approve  the  removal of
directors from office,  which may be effected only for cause.  Additionally  our
Board of  Directors  has the  authority to issue up to an  additional  4,985,000
shares of preferred  stock par value $1.00 per share,  in one or more series and
to fix the  powers,  preferences  and  rights of the  shares of any such  series
without  stockholder  approval.  Any series of  preferred  stock is likely to be
senior to the common stock with respect to dividend and liquidation preferences.
The  ability to issue  preferred  stock  could  have the effect of  discouraging
unsolicited   acquisition   proposals.   Also,   our  Restated   Certificate  of
Incorporation  requires  supermajority  voting  thresholds  to  approve  certain
"business combinations" between us and interested stockholders, which may render
more  difficult or tend to discourage  attempts to acquire us. In addition,  the
indentures  governing our senior secured notes and our senior subordinated notes
contain  provisions  relating to changes of control that could be triggered  by,
among other events,  acquisitions of our common stock above specified thresholds
and changes in the composition of our Board of Directors. Upon the occurrence of
such an event,  we and our  subsidiaries  will be  obligated to make an offer to
purchase all of the  outstanding  notes at a purchase price equal to 101% of the
principal  amount thereof plus accrued and unpaid  interest.  The Amended Credit
Facility and other  indebtedness  of ours and our  subsidiaries  contain similar
provisions  relating  to the  occurrence  of a change  of  control,  as  defined
therein.  There can be no  assurance  that we will have the funds  necessary  to
effect such a purchase if such an event were to occur.

The price of our stock may be volatile.

     Although  the  Company's  common  stock is  listed on the  Nasdaq  National
Market, such listing does not provide any assurance that an active public market
for the common stock will be  sustained.  No  predictions  can be made as to the
effect,  if any, that future market sales of common stock or the availability of
common  stock for sale will have on the  prevailing  market  price of the common
stock.  In addition,  the stock market in recent years has  experienced  extreme
price and volume fluctuations that often have been unrelated or disproportionate
to the

                                       4
operating  performance  of  companies.  These  fluctuations  as well as  general
economic  and market  conditions  may  adversely  affect the market price of the
common stock.

Shares  available for future sale could adversely affect the market price of the
common stock.

     As of May 3, 2002, we had outstanding 24,236,122 shares of common stock. In
addition,  as of December 31, 2001 there were outstanding  options for 3,465,542
shares of common  stock  under our equity  compensation  plans.  Of the  options
outstanding,  1,431,489 have vested as of December 31, 2001 and the balance will
vest over the next five  years.  All of the  shares  available  under our equity
compensation  plans  have  been  registered  under  the  Securities  Act and are
eligible for resale in the public market unless held by our  affiliates  and not
included in this prospectus. We also have outstanding 15,000 shares of preferred
stock which is  convertible  into 1.5 million  shares of common stock.  Sales of
substantial  amounts of common  stock or the  perception  that such sales  could
occur, could adversely affect the prevailing market price of the common stock.

The price and availability of raw materials account for a significant portion of
our manufacturing costs.

     The  two  principal   chemicals   used  in  the   manufacture  of  flexible
polyurethane foam are toluene diisocyanate,  or "TDI," and polyol. The prices of
TDI and polyol are  influenced  by demand,  manufacturing  capacity  and oil and
natural gas prices.  Historically,  the price of raw materials has been cyclical
and  volatile,  and  our  principal  suppliers  of  raw  materials  used  in the
manufacture  of  flexible  polyurethane  foam  have  increased  the price of raw
materials  several times since 1994. Some of our TDI and polyol suppliers raised
prices in the second quarter of 2002 and have informed us that they will seek to
raise  prices in the  future.  We will seek to recover  such  increases  through
manufacturing process efficiencies and management of selling price increases. We
cannot  assure  you that  these or our other  suppliers  will not  increase  raw
material prices in the future or that we will be able to implement selling price
increases to offset any raw material cost increases.

We depend on a limited number of suppliers of TDI and polyol.

     There  are a  limited  number  of  major  suppliers  of TDI and  polyol.  A
disruption  in our  ability to obtain TDI and/or  polyol  that  continues  for a
significant  period of time would have a material adverse effect on our business
and results of operations.

We rely on a few large customers for a significant portion of our sales.

     A few of our customers are material to our business and  operations.  Sales
to our five largest customers together accounted for approximately  29.7% of our
net sales in 2000 and 35.0% of our net sales in 2001. Sales to Johnson Controls,
our largest customer,  accounted for 12.3% of our net sales in 2000 and 15.7% of
our net sales in 2001.  The loss,  or a substantial  decrease in the amount,  of
purchases by any of our major  customers  could  adversely  affect our financial
position and results of operations.

We are subject to administrative and judicial proceedings and inquiries relating
to environmental matters.

     We are currently  remediating soil and groundwater  contamination in excess
of state standards at several of our current and former facilities.  Further, we
are  currently  designated a  Potentially  Responsible  Party,  or "PRP," by the
United States Environmental Protection Agency or by state environmental agencies
or by other  PRPs  relating  to eight  sites.  We cannot  assure  you that these
liabilities will not have a material adverse effect on our financial condition.

We are subject to extensive federal, state, local and foreign environmental laws
and regulations.

     Our past and present business operations and the past and present ownership
and  operation  of our real  property  are  subject to  extensive  and  changing
federal, state, local and foreign environmental laws and regulations,  including
those  relating  to the  use,  handling,  storage,  discharge  and  disposal  of
hazardous   substances,   the  discharge  or  emission  of  materials  into  the
environment  and the  remediation  of  environmental  contamination.  We  cannot
predict what  environmental  legislation or  regulations  will be enacted in the
future,  how  existing or future laws or

                                       5
regulations will be administered or interpreted or what environmental conditions
may be found to exist on our properties.  Compliance with more stringent laws or
regulations,  as well as more vigorous  enforcement  policies of the  regulatory
agencies or stricter  interpretation  of existing  laws,  and  discovery  of new
conditions  may  require  us to  make  additional  expenditures,  which  may  be
material.

We may not be able to successfully implement our Operational Reorganization Plan
or achieve the level of cost savings that we have projected.

     We expect to achieve operating  efficiencies,  cost savings and incremental
profitability  as a result  of our plan  launched  in  December  2001 to  reduce
operating costs and accelerate  revenue growth (the "Operational  Reorganization
Plan"). The realization and timing of these operating efficiencies, cost savings
and incremental  profitability could be affected by a number of factors, many of
which are beyond our control,  such as general  economic  conditions,  increased
operating and raw material  costs,  the response of our customers or competitors
and  regulatory  developments.  We cannot  assure you that we will  achieve  the
expected  operating  efficiencies,  cost savings and incremental  profitability,
either within the time frame we have estimated or at all.

Our  previous  independent  accountants  determined  that  some of our  internal
controls  were  inadequate.  We  cannot  assure  you that we will  not  discover
additional internal control inadequacies or that the corrective measures we have
adopted or will adopt to address these inadequacies will be effective.

     In August 1999,  PricewaterhouseCoopers LLP, our independent accountants at
the time, told us that the internal controls we had in place were inadequate. In
addition,  in 2000  and  2001,  PricewaterhouseCoopers  LLP  advised  our  audit
committee of various additional control and reporting practice deficiencies.  On
June  28,  2001,   PricewaterhouseCoopers   LLP  resigned  as  our   independent
accountants.  We undertook a comprehensive internal control review and initiated
corrective  actions.  We cannot assure you that we will not discover  additional
internal control inadequacies, that the corrective measures we have adopted will
be effective to address the inadequacies in our internal  controls or whether we
will have to adopt additional corrective measures.

We have  amended  certain  of our  filings  with  the  Securities  and  Exchange
Commission.

     We have  amended  our  2000  annual  report  on Form  10-K to  restate  our
unaudited quarterly financial data for 1999. We engaged Deloitte & Touche LLP as
our new  auditors  and  requested  they  perform  an audit  of our  consolidated
financial  statements  as of and for the nine months ended  September  30, 2001.
Following this audit and the internal  control review  discussed above, we filed
amended  quarterly  reports on Form 10-Q to reflect  certain  adjustments to our
previously  reported results for each of the first three quarters of 2001 and to
reflect the fact that our reports for these  quarters  had been  reviewed by our
independent auditors.

Our business is cyclical.

     The polyurethane foam business is cyclical to the extent that our customers
are in cyclical industries.  We are especially subject to the cyclical nature of
the  automotive,  housing,  technology and furniture and bedding  industries.  A
protracted  downturn  in the  businesses  of  our  customers  in  any  of  these
industries, either simultaneously or sequentially, could have a material adverse
effect on our results of operations.

We have  received  claims  from  customers  relating  to odors  from  mattresses
containing foam made by us.

     During  the fourth  quarter of 2001,  we  discovered  that some  mattresses
containing foam supplied by us had a discernible odor. The cause of the odor was
traced to chemicals from one supplier used in the  manufacture of the foam. This
supplier  advised us that the odor was  attributable to a change in its chemical
manufacturing process,  which has since been corrected.  We received claims from
some of our customers for costs  purportedly  associated  with the odorous foam,
and we have reached agreement with this chemical supplier regarding the terms of
and manner in which this supplier will  reimburse us for certain  obligations we
may have to our customers  relating to these  claims,  as well as for certain of
our internal costs. Under this agreement,  this supplier will pay us a fixed sum
in exchange  for  eliminating  certain  future  claims we may have  against this
supplier and  obligating us to indemnify  this supplier for certain  claims that
may be brought  against it by others,  including  our  customers.  The  ultimate

                                       6
amounts of these third party claims and the amount of our own internal costs are
uncertain.  We cannot  assure you that this  supplier's  payments  to us will be
sufficient  to  cover  all  payments  that we may be  required  to make to third
parties in respect of their claims,  to cover all of our related  internal costs
or that our  indemnification  obligations to this supplier will not be material.
Consequently,  we cannot assure you that these claims and costs relating to this
matter will not have a material  adverse  effect on our  consolidated  financial
position, results of operations and cash flows.

                                       7
FORWARD-LOOKING STATEMENTS

     The  Private  Securities  Litigation  Reform  Act of 1995  provides a "safe
harbor"  for  forward-looking   statements  so  long  as  those  statements  are
identified as  forward-looking  and are  accompanied  by  meaningful  cautionary
statements  identifying  important  factors that could cause  actual  results to
differ  materially from those projected in such  statements.  In connection with
certain  forward-looking  statements contained in this prospectus and those that
may be made  in the  future  by us or on our  behalf  which  are  identified  as
forward-looking,  we note that there are various factors that could cause actual
results to differ  materially  from those set forth in any such  forward-looking
statements, such as our ability to implement customer selling price increases in
response to higher raw material  costs,  raw material price  increases,  general
economic  conditions,  the interest  rate  environment,  the level of automotive
production,  carpet production,  furniture and bedding  production,  and housing
starts,  the  completion  of  various   restructuring/consolidation  plans,  the
achievement  of  management's  business  plans,  our capital and debt  structure
(including  various  financial  covenants),  the  outcome  of the  odorous  foam
situation, litigation and changes in environmental legislation and environmental
conditions.  The  forward-looking  statements  contained in this prospectus were
prepared  by  management  and are  qualified  by, and  subject  to,  significant
business,  economic,   competitive,   regulatory  and  other  uncertainties  and
contingencies,  all of which are  difficult or impossible to predict and many of
which are beyond our control.

     Accordingly,  there can be no assurance that the forward-looking statements
contained in this prospectus will be realized or that actual results will not be
significantly  higher or lower. Readers of this prospectus should consider these
facts in evaluating the information contained herein. In addition,  our business
and operations are subject to substantial  risks which increase the  uncertainty
inherent in the  forward-looking  statements  contained in this prospectus.  The
inclusion of the forward-looking  statements contained in this prospectus should
not be regarded as a  representation  by us or any other  person that any of the
forward-looking  statements  contained in this prospectus  will be achieved.  In
light of the  foregoing,  readers of this  prospectus are cautioned not to place
undue reliance on the forward-looking statements contained herein.

                                 USE OF PROCEEDS

     We will not receive any proceeds from the sale of the shares by the selling
stockholders.

                                       8
SELLING STOCKHOLDERS

     This prospectus relates to offers and sales by the selling  stockholders of
shares of common stock  acquired or to be acquired under the Plan. The following
table sets forth the names of the selling stockholders,  the number of shares of
our common stock beneficially owned by each of them as of April 19, 2002 (except
for Mr. Belcher for whom information is given as of June 6, 2002) and the number
of shares of our common stock  offered by this  prospectus.  Because the selling
stockholders  may sell all or some  part of the  common  stock  that  they  hold
pursuant  to this  prospectus  and the fact  that  this  offering  is not  being
underwritten  on a firm  commitment  basis,  no estimate  can be given as to the
amount  of  common  stock  that will be held by the  selling  stockholders  upon
termination of this offering.  None of the selling  stockholders  owns more than
5.0% of our outstanding  common stock. Each selling  stockholder is a current or
former  director of Foamex  International  Inc. Our common stock offered by this
prospectus may be offered from time to time, in whole or in part, by the persons
named below or by their transferees,  as to whom applicable information will, to
the extent required, be set forth in a prospectus supplement.

                                   Shares                Shares which may be
Selling Stockholder          Beneficially Owned       Sold Under this Prospectus
-------------------          ------------------       --------------------------
S. Dennis N. Belcher                2,140                       2,140
John C. Culver                      3,822                       3,822
Julie Nixon Eisenhower              3,802                       3,802
Robert J. Hay                      20,626                       8,082
Dr. Stuart J. Hershon (1)          28,409                       8,082
Virginia A. Kamsky                 10,571                       7,484
Raymond E. Mabus, Jr.              11,169                       8,082
Steven B. Sharpe                    8,034                       6,659
John V. Tunney (2)                 24,873                       2,996

------------------

(1)  The number of shares  beneficially  owned by Dr.  Hershon  includes  12,571
     shares of common  stock  held in the name of Dr.  Hershon's  wife and 1,075
     shares of common  stock  held in a trust of which Dr.  Hershon  is the sole
     trustee.

(2)  The  number of shares  beneficially  owned by Mr.  Tunney  includes  10,000
     shares of common  stock  held in a trust of which  Mr.  Tunney  serves as a
     co-trustee.

                              PLAN OF DISTRIBUTION

     We are  registering  the common stock  covered by this  prospectus  for the
selling stockholders listed in the table set forth in "Selling Stockholders." As
used in this prospectus,  "selling  stockholder"  includes the permitted donees,
pledgees, transferees,  successors-in-interest or others who may later hold such
selling  stockholders'  interests in the shares of our securities covered hereby
and are entitled to resell shares using this prospectus.

     The selling  stockholders  may sell the common stock being  offered by this
prospectus  in one or more of the  following  ways at various  times,  which may
include block transactions or crosses:

o    to underwriters for resale to the public or to institutional investors;

o    directly to the public or institutional investors; or

o    through  brokers,  dealers  or  agents to the  public  or to  institutional
     investors.

     The selling  stockholders  will act independently of us in making decisions
with  respect  to the  timing,  manner  and  size  of  each  sale.  The  selling
stockholders  may sell the  common  stock on the Nasdaq  National  Market or any
other  exchange or automated  quotation  system on which our common stock may be
listed in the future, in negotiated  transactions or otherwise.  Those sales may
be made at fixed  prices,  at market  prices  prevailing at the

                                       9
time of sale, at prices related to the prevailing market prices or at negotiated
prices.  If underwriters are used in the sale, the common stock will be acquired
by the  underwriters for their own account and may be resold at various times in
one or more transactions,  including negotiated transactions,  at a fixed public
offering price or prices,  which may be changed,  at market prices prevailing at
the time of sale, at prices  related to such  prevailing  market  prices,  or at
negotiated  prices.  A  distribution  of the common stock by some of the selling
stockholders   may  also  be  effected  through  the  issuance  by  the  selling
stockholders   or  others  of   derivative   securities,   including   warrants,
exchangeable  securities,  forward delivery  contracts and the writing of put or
call options, or a combination of any of those derivative securities.

     In addition, the selling stockholders may sell some or all of the shares of
common stock covered by this prospectus through:

o    block trades in which a  broker-dealer  will attempt to sell as agent,  but
     may position or resell a portion of the block,  as  principal,  in order to
     facilitate the transaction;

o    purchases by a broker-dealer, as principal, and resale by the broker-dealer
     for its account;

o    ordinary brokerage transactions and transactions in which a broker solicits
     purchasers; or

o    privately negotiated transactions.

     When  selling the common  stock,  the selling  stockholders  may enter into
hedging  transactions with broker-dealers or other financial  institutions.  For
example, the selling stockholders may:

o    enter  into  transactions  involving  short  sales of the  common  stock by
     broker-dealers or other financial institutions;

o    sell common stock short itself and  redeliver  such shares to close out its
     short positions;

o    enter into options or other types of transactions  that require the selling
     stockholders to deliver common stock to a broker-dealer  or other financial
     institution,  who will then resell or transfer  the common stock under this
     prospectus; or

o    loan or pledge  the  common  stock to a  broker-dealer  or other  financial
     institution,  who may sell the loaned  shares or, in the event of  default,
     sell the pledged shares.

     Broker-dealers  engaged  in  connection  with the sale of  shares of common
stock  covered  by this  prospectus  may  receive  compensation  in the  form of
discounts,   concessions  or  commissions  from  the  selling   stockholders  or
purchasers of the shares for whom those  broker-dealers  may act as agents or to
whom  they  sell  as  principal,  or  both.  The  compensation  of a  particular
broker-dealer may be in excess of customary commissions.  Broker-dealers engaged
by the selling  stockholders  may allow other  broker-dealers  to participate in
resales   and  receive   compensation.   The   selling   stockholders   and  any
broker-dealers  or agents involved in the sale or resale of the common stock may
qualify as  "underwriters"  within the  meaning of the  Section  2(a)(11) of the
Securities Act. In addition,  the commissions,  discounts or concessions paid to
any such  broker-dealers  or agents may  qualify as  underwriters'  compensation
under the Securities Act.

     In addition to selling  shares of common stock under this  prospectus,  the
selling stockholders may:

o    transfer  shares of common stock in other ways not involving  market makers
     or established trading markets,  including directly by gift,  distribution,
     or other transfer;

o    sell shares of common stock under Rule 144 under the  Securities Act rather
     than under this  prospectus,  if the transaction  meets the requirements of
     Rule 144; or

o    sell shares of common stock by any other legally available means.

                                       10
Notwithstanding the foregoing,  the amount of securities to be reoffered or
resold by means of this prospectus,  by each person, may not exceed,  during any
three-month period, the amount specified in Rule 144(e). We are not aware of any
agreements,   arrangements  or   understandings   between  any  of  the  selling
stockholders and brokers,  dealers, agents or underwriters regarding the sale of
shares of common stock by the selling stockholders.

     Upon  our  being  notified  by a  selling  stockholder  that  any  material
arrangement  has been entered into with an underwriter,  broker-dealer  or agent
for the  sale of  shares  through  a block  trade,  special  offering,  exchange
distribution  or  secondary  distribution,  we will  file a  supplement  to this
prospectus, if one is required, under Rule 424(b) under the Securities Act. That
supplement, if required, will disclose, to the extent applicable:

o    the  name  of  each  such  selling  stockholder  and of  the  participating
     underwriter, broker-dealer or agent,

o    the number of shares involved,

o    the price at which those shares were sold,

o    the commissions paid or discounts or concessions allowed and

o    other facts material to the transaction.

     In addition,  if required by the Securities  Act, we will file a supplement
to this prospectus upon being notified by a selling  stockholder that any donee,
pledgee,  transferee  or other  successor-in-interest  that is  entitled to sell
shares  using  this  prospectus  intends  to sell more than 500 shares of common
stock.

                                  LEGAL MATTERS

     The  validity of the shares of common  stock which are  originally  offered
under the registration  statement of which this reoffer  prospectus forms a part
will be passed  upon for Foamex  International  Inc.  by Paul,  Weiss,  Rifkind,
Wharton & Garrison.

                                     EXPERTS

     The consolidated  financial  statements and the related financial statement
schedules of Foamex  International  Inc. and subsidiaries as of and for the year
ended December 31, 2001,  incorporated  in this prospectus by reference from our
Annual  Report  on Form  10-K for the year  ended  December  31,  2001 have been
audited  by  Deloitte & Touche  LLP,  independent  auditors,  as stated in their
report, which is incorporated herein by reference,  and has been so incorporated
in reliance  upon the report of such firm given upon their  authority as experts
in accounting and auditing.

     The consolidated financial statements and schedules of Foamex International
Inc. as of December 31, 2000,  and for each of the years in the two-year  period
ended  December 31, 2000  incorporated  by  reference  into this  prospectus  by
reference to our Annual Report on Form 10-K for the year ended December 31, 2001
have been so  incorporated  in reliance on the report of  PricewaterhouseCoopers
LLP, independent  accountants and given on the authority of said firm as experts
in auditing and accounting.

                                       11
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The  following   documents  and  information   previously  filed  with  the
Securities and Exchange Commission by us are hereby incorporated by reference in
this registration statement:

     (1)  Our Annual Report on Form 10-K for the year ended December 31, 2001.

     (2)  Our Current Report on Form 8-K filed on March 7, 2002.

     (3)  Our Current Report on Form 8-K filed on March 22, 2002.

     (4)  Our Report on Form 10-Q for the quarterly period ended March 31, 2002.

     (5)  Our Current Report on Form 8-K filed on June 5, 2002.

     (6)  The  description  of the common stock of the Company,  par value $0.01
          per share,  which is  incorporated  by  reference  into the  Company's
          registration statement on Form 8-A, filed on October 12, 1993 pursuant
          to the Exchange  Act,  and  contained  in the  Company's  registration
          statement on Form S-1,  registration no.  33-69606,  filed pursuant to
          the Securities Act, as updated in the Company's registration statement
          on  Form  S-8,  registration  no.  33-92156,  filed  pursuant  to  the
          Securities Act, under the caption "Description of Capital Stock."

     All  reports  and other  documents  subsequently  filed by us  pursuant  to
Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act after the date of this
prospectus and prior to the filing of a post-effective amendment which indicates
that  all  securities  registered  have  been  sold or  which  de-registers  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this registration  statement and to be part hereof from the date of
filing of such documents.

Item 4. Description of Securities

     Not Applicable.

Item 5. Interests of Named Experts and Counsel

     Not Applicable.

Item 6. Indemnification of Directors and Officers

Section 145 of the General  Corporation Law of the State of Delaware provides as
follows:

     A  corporation  may  indemnify  any  person  who  was or is a  party  or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact that the person is or was a  director,  officer,  employee  or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent or another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably  believed to be
in or not opposed to the best interest of the corporation,  and, with respect to
any  criminal  action or  proceeding,  had no  reasonable  cause to believe  the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement,  conviction or upon a plea of nolo contendere or
its equivalent,  shall not, of itself,  create a presumption that the person did
not act in good faith and in

                                      II-1
a manner  which  he  reasonably  believed  to be in or not  opposed  to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had  reasonable  cause to believe  that the  person's  conduct  was
unlawful.

     A  corporation  may  indemnify  any  person  who  was or is a  party  or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by the person in connection with the defense or
settlement  of such  action or suit if the  person  acted in good faith and in a
manner  the  person  reasonably  believed  to be in or not  opposed  to the best
interests of the corporation and except that no indemnification  will be made in
respect to any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable to the corporation  unless and only to the extent that the
Court of Chancery  or the court in which such  action or suit was brought  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled  to  indemnity  for such  expenses  which the Court of Chancery or such
other court shall deem proper.

     Our restated  certificate of  incorporation,  as amended,  provides that we
will  indemnify  any person,  including  persons who are not our  directors  and
officers, to the fullest extent permitted by Section 145 of the Delaware General
Corporation Law.

     In addition,  the By-Laws,  in substance,  require the Company to indemnify
each  person who is or was a director  or officer of the  Company to the fullest
extent permitted by the laws of the State of Delaware in the event the person is
involved in legal  proceedings by reason of the fact that the person is or was a
director  or  officer of the  Company,  or is or was  serving  at the  Company's
request as a director or officer of another  corporation,  partnership  or other
enterprise.  The  Company is also  required  to advance  to  directors,  and may
advance to  officers,  payments  for their  expenses  incurred  in  defending  a
proceeding to which indemnification might apply, provided the recipient provides
an undertaking  agreeing to repay all such advanced  amounts if it is ultimately
determined that he is not entitled to be indemnified.  In addition,  the By-Laws
specifically  provide that the  indemnification  rights  granted  thereunder are
non-exclusive.

     We maintain directors and officers  liability  insurance for the benefit of
our directors and certain of our officers.

     Reference  is  made  to  Item  9  for  our  undertakings  with  respect  to
indemnification for liabilities arising under the Securities Act of 1933.

Item 7. Exemption from Registration Claimed

     The issuance of the common stock to be resold pursuant to this registration
statement was exempt from  registration  under the Securities Act in reliance on
Section 4(2) of the  Securities  Act as a transaction by an issuer not involving
any public offering.

Item 8. Exhibits

4.1  Certificate of Incorporation of Foamex International Inc.  (incorporated by
     reference  to Exhibit  3.7.1(a)  to the Annual  Report on Form 10-K for the
     year ended December 31, 2001)
4.2  Amendment to  Certificate of  Incorporation  of Foamex  International  Inc.
     (incorporated  by  reference to Exhibit  3.7.1(dd) to the Annual  Report on
     Form 10-K for the year  ended  December  31,  2001)
4.3  By-laws of Foamex International Inc.  (incorporated by reference to Exhibit
     3.8(a) to the Annual  Report on Form 10-K for the year ended  December  31,
     2001)
5.1  Opinion of Paul, Weiss, Rifkind, Wharton & Garrison
23.1 Consent of Paul, Weiss,  Rifkind,  Wharton & Garrison  (included as part of
     Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP

                                      II-2
23.3 Consent of PricewaterhouseCoopers LLP
24.1 Power  of  Attorney  (included  on  signature  page  of  this  Registration
     Statement)

Item 9. Undertakings

     The undersigned Registrant hereby undertakes:

     (a) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment  to this  registration  statement  (i) to include  any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  this  registration  statement  or any  material  change  to  such
information  in this  registration  statement;  (ii)  that,  for the  purpose of
determining  any liability  under the Securities  Act, each such  post-effective
amendment  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be  deemed to be the  initial  bona fide  offering  thereof;  and (iii) to
remove  from  registration  by means of a  post-effective  amendment  any of the
securities  being  registered  which  remain  unsold at the  termination  of the
offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated by reference in this  registration  statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the registrant's Certificate of Incorporation or by-laws,
by contract,  or otherwise,  the registrant has been advised that in the opinion
of the Commission such  indemnification is against public policy as expressed in
the Securities Act and is, therefore,  unenforceable.  In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Linwood,  Commonwealth of  Pennsylvania,  on June 6,
2002.

                                FOAMEX INTERNATIONAL INC.

                                By:   /s/  Thomas E. Chorman
                                      -----------------------------------
                                      Name:   Thomas E. Chorman
                                      Title:  Executive Vice President,
                                              Chief Financial Officer
                                              and Chief Administrative Officer

                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears  below  constitutes  and  appoints  Thomas  E.  Chorman  and  George  L.
Karpinski,  and each of them, his or her true and lawful  attorneys-in-fact  and
agents, with full power of substitution and  resubstitution,  for him or her and
in his or her name, place and stead, in any and all capacities,  to sign any and
all  amendments,  including  post-effective  amendments,  to  this  Registration
Statement,  and to file the same, with all exhibits  thereto and other documents
in   connection   therewith,   with   the   Commission,   granting   unto   said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the  premises,  as fully as to intents and purposes as he or she might
do or  could  do in  person  hereby  ratifying  and  confirming  all  that  said
attorneys-in-fact  and  agents  or any of them,  or their or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue thereof.

     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed below on June 6, 2002 by the following  persons in the
capacities indicated.

       Signature                                       Titles
       ---------                                       ------

/s/ Marshall S. Cogan                      Chairman of the Board and Director
---------------------------
Marshall S. Cogan

/s/ John V. Tunney                         Vice Chairman and Director
---------------------------
John V. Tunney

/s/ S. Dennis N. Belcher                   Director
---------------------------
S. Dennis N. Belcher

/s/ John C. Culver                         Director
---------------------------
John C. Culver

                                      II-4
Director
---------------------------
Luis J. Echarte

/s/ Julie Nixon Eisenhower                 Director
---------------------------
Julie Nixon Eisenhower

/s/ Robert J. Hay                          Chairman Emeritus and Director
---------------------------
Robert J. Hay

/s/ Stuart J. Hershon                      Director
---------------------------
Stuart J. Hershon

/s/ Virginia A. Kamsky                     Director
---------------------------
Virginia A. Kamsky

/s/ Raymond E. Mabus                       Director
---------------------------
Raymond E. Mabus

/s/ Thomas E. Chorman                      Executive Vice President,
---------------------------                Chief Financial Officer and
Thomas E. Chorman                          Chief Administration Officer
                                           (principal financial and
                                           accounting officer)

                                      II-5
INDEX TO EXHIBITS

4.1  Certificate of Incorporation of Foamex International Inc.  (incorporated by
     reference  to Exhibit  3.7.1(a)  to the Annual  Report on Form 10-K for the
     year ended December 31, 2001)

4.2  Amendment to  Certificate of  Incorporation  of Foamex  International  Inc.
     (incorporated  by  reference to Exhibit  3.7.1(dd) to the Annual  Report on
     Form 10-K for the year ended December 31, 2001)

4.3  By-laws of Foamex International Inc.  (incorporated by reference to Exhibit
     3.8(a) to the Annual  Report on Form 10-K for the year ended  December  31,
     2001) 5.1 Opinion of Paul, Weiss, Rifkind, Wharton & Garrison

23.1 Consent of Paul, Weiss,  Rifkind,  Wharton & Garrison  (included as part of
     Exhibit 5.1)

23.2 Consent of Deloitte & Touche LLP

23.3 Consent of PricewaterhouseCoopers LLP

24.1 Power  of  Attorney  (included  on  signature  page  of  this  Registration
     Statement)