SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-K/A

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 1999

                                       OR

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
             For the transition period from .......... to ..........

                         Commission file number: 0-22624

                            FOAMEX INTERNATIONAL INC.
             ------------------------------------------------------
             (Exact Name of registrant as Specified in its Charter)

            Delaware                                         05-0473908
---------------------------------                       -------------------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification Number)

1000 Columbia Avenue, Linwood, PA                               19061
---------------------------------                       --------------------
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code:  (610) 859-3000
                                                     --------------

Securities registered pursuant to Section 12(b) of the Act:   None
                                                              ----

Securities  registered  pursuant to Section 12(g) of the Act:
          Common Stock,  par value $.01 per share,  which is traded  through the
          National  Association  of Securities  Dealers,  Inc.  National  Market
          System.

       Indicate by check mark whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during the  preceding  12 months  (or for such  shorter  periods  that the
registrant  was required to file such  reports) and (2) has been subject to such
filing requirements for the past 90 days. YES X NO

       Indicate by check mark if  disclosure of  delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by reference in Part III of this Annual Report on Form
10-K or any amendment to this Annual Report on Form 10-K. [X]

       The aggregate  market value of the voting stock held by  nonaffiliates of
the registrant as of March 2, 2000, was $82.8 million.

       The number of shares  outstanding of the registrant's  common stock as of
March 14, 2000 was 25,059,994.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None
<PAGE>
This  Annual  Report  on Form  10-K is  hereby  amended  to add the  information
required by Part III.

PART III
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

a.  Directors as of April 28, 2000

<TABLE>
<CAPTION>
Name and Principal Occupation   Age and Biographical Information
<S>                            <C>
MARSHALL S. COGAN               Marshall S. Cogan,  62, has been the Chairman of the Board of the Company since March
   Chairman of the Board        1999.  Mr. Cogan served as Chairman of the Board and Chief  Executive  Officer of the
                                Company from its inception in September  1993 to May 1997 and served as Vice Chairman
                                of the Board of the  Company  from May 1997 until  March 1999.  Mr.  Cogan  served as
                                Vice Chairman of the respective  boards of Foamex L.P. and FMXI,  Inc.  ("FMXI") from
                                May 1997 until March 1999,  and has been a director of Foamex  Carpet  Cushion,  Inc.
                                ("Foamex  Carpet")  since its  inception  in February  1998.  Mr. Cogan served as the
                                Chairman  of the Board and  Chief  Executive  Officer  of Foamex  L.P.  and FXMI from
                                January 1994 to May 1997.  Each of Foamex L.P.,  FMXI and Foamex Carpet,  directly or
                                indirectly,  is a wholly  owned  subsidiary  of the  Company.  Mr. Cogan has been the
                                principal  stockholder,  Chairman  or  Co-Chairman  of the Board and Chief  Executive
                                Officer  or  Co-Chief  Executive  Officer  of  Trace  International   Holdings,  Inc.
                                ("Trace")  since  1974.  Mr.  Cogan has been a director of Trace Foam  Company,  Inc.
                                ("Trace  Foam")  since  January 1992 and a director of Trace Foam Sub,  Inc.  ("Trace
                                Foam  Sub")  since  March  1995.  Trace  Foam and  Trace  Foam Sub are  wholly  owned
                                subsidiaries  of Trace.  On July 21, 1999,  Trace and Trace Foam Sub filed  petitions
                                for relief under the Bankruptcy  Code in the United States  Bankruptcy  Court for the
                                Southern  District of New York.  Trace and Trace Foam Sub are currently under Chapter
                                7 of the Bankruptcy  Code. Mr. Cogan served as Chairman and Chief  Executive  Officer
                                of  United  Auto  Group,  Inc.  ("UAG")  from  April  1997 to May 1999 and  remains a
                                director  of UAG.  Mr.  Cogan  has also  served as  Chairman  and  Director  of other
                                companies  formerly owned by Trace,  including Color Tile, Inc., Knoll  International
                                Inc. and  Sheller-Globe  Corporation.  Prior to forming Trace, Mr. Cogan was a senior
                                partner at Cogan,  Berlind,  Weill & Levitt and subsequently  CBWL-Hayden Stone, Inc.
                                Additionally,  Mr. Cogan serves on the Board of Directors of the American  Friends of
                                the Israel  Museum and on the Board of  Trustees  of The  Museum of Modern  Art,  the
                                Boston Latin School and New York  University  Medical  Center.  Mr. Cogan also serves
                                on several committees of Harvard University.

ETIENNE DAVIGNON                Etienne  Davignon,  67, has been a director of the Company since  December  1993. Mr.
  Chairman of Societe           Davignon  has been the Chairman of Societe  Generale de Belgique,  a Belgian bank and
  Generale de Belgique          holding company,  and a director of its subsidiary  Recticel s.a.  ("Recticel") since
                                April 1989.  Mr.  Davignon was a Vice  President of the EEC  Commission  in charge of
                                industry,  research and energy from 1977  through  1984.  Mr.  Davignon was the first
                                President of the  International  Energy Agency.  Mr. Davignon  currently  serves as a
                                director  of,  among other  companies,  Generale  de Banque  s.a.,  Gilead  Sciences,
                                Compagnie de Suez s.a.,  Solvay s.a. and  Kissinger  Associates.  Mr.  Davignon  also
                                serves as a member of the  International  Advisory Board of Fiat S.p.A.  Mr. Davignon
                                is the Chairman of the Association  for the Monetary Union of Europe,  the Paul-Henri
                                Spaak Foundation and the Royal Institute for International  Relations and is a member
                                of the European  Roundtable  of  Industrialists,  chairing the working group on Trade
                                and Investment.

                                       2
<PAGE>
JOHN H. GUTFREUND               John H.  Gutfreund,  70, has been a director of the Company since  February 1998. Mr.
  President, Gutfreund &        Gutfreund  is President of  Gutfreund & Company,  Inc.,  a financial  consulting  and
  Company, Inc.                 investment-banking  firm,  which he  formed  in 1992.  Prior to that,  Mr.  Gutfreund
                                served in various  positions with Salomon  Brothers (the predecessor to Salomon Smith
                                Barney)  from 1953 until  1991,  most  recently  as  Chairman  of the Board and Chief
                                Executive  Officer.   Mr.  Gutfreund  is  also  a  director  of  AMBI,  Inc.,  Ascent
                                Assurance,  Inc., Baldwin Piano & Organ Company,  Inc.,  Evercel,  Inc.,  LCA-Vision,
                                Inc.,  and The  Universal  Bond Fund and is on the Board of  Trustees of the New York
                                Public  Library.  Mr.  Gutfreund  served  as  Vice  Chairman  of the New  York  Stock
                                Exchange from 1985 until 1987.

ROBERT J. HAY                   Robert J. Hay,  74, has been the  Chairman  Emeritus  and a director  of the  Company
  Chairman Emeritus             since  its  inception  in  September  1993.  Mr.  Hay  served as  Chairman  and Chief
                                Executive  Officer of Foamex L.P. from January 1993 until  January 1994.  Mr. Hay was
                                President of Foamex L.P. and its  predecessor  from 1972 through 1992.  Mr. Hay began
                                his  career  in 1948 as a chemist  with The  Firestone  Tire and  Rubber  Company,  a
                                predecessor of Foamex L.P.

STUART J. HERSHON               Stuart J. Hershon,  62, has been a director of the Company since  December  1993. Dr.
  Orthopedic Surgeon            Hershon  was a member of the Board of  Directors  of Trace  from April 1986 until May
                                1994.  Dr.  Hershon  is a board  certified,  practicing  orthopedic  surgeon at North
                                Shore University  Hospital and at Columbia  Presbyterian  Medical Center in New York,
                                where he is an assistant  clinical professor of orthopedic  surgery.  Dr. Hershon has
                                practiced  medicine at North  Shore  University  Hospital  since 1970 and at Columbia
                                Presbyterian  Medical  Center  since  1989.  Dr.  Hershon  has  served as  orthopedic
                                consultant and team physician for certain New York area professional sports teams.

JOHN G. JOHNSON, JR.            John G. Johnson,  Jr., 59, has been a director of the Company  since March 1999.  Mr.
 President and Chief            Johnson has served as  President  and Chief  Executive  Officer of the Company  since
 Executive Officer of the       March 1999.  Prior to joining  the  Company,  Mr.  Johnson  was  President  and Chief
 Company                        Executive  Officer of Safety-Kleen  Corp., an environmental  services  company,  from
                                1995 to 1997.  Mr.  Johnson also served as  President,  Chief  Operating  Officer and
                                director of  Safety-Kleen  Corp.  from 1993 to 1995.  From 1982 to 1992,  Mr. Johnson
                                held several  executive  positions with the ARCO Chemical  Company,  including Senior
                                Vice  President and Director of ARCO Chemical  Company and President of ARCO Chemical
                                Americas  beginning in 1987. Mr. Johnson began his career with the Atlantic Richfield
                                Company in 1958.

JOHN TELEVANTOS                  John  Televantos,  47, was  elected a  director  and Chief  Operating  Officer of the
Chief Operating Officer of       Company on April 10,  2000.  Prior to joining  the Company as  President  of the Foam
the Company and President of     Business Group in June 1999, Mr. Televantos was Vice President,  Development Business
 the Company's Foam Business     for  Lyondell  Chemical  Company,  which he joined in 1998  following  the  company's
 Group                           acquisition  of ARCO Chemical  Company.  In his  nine-year  career with ARCO Chemical
                                 Company,  Mr.  Televantos  was Director of Urethane  Development  and, prior to that,
                                 Director of Strategic Planning and Commercial  Development.  Mr. Televantos began his
                                 career  with Union  Carbide  Corporation  in 1977,  serving  in a number of  urethane
                                 product development and research positions.


JOHN V. TUNNEY                  John V. Tunney, 65, has been a director of the Company since May 1994. Mr. Tunney has
 Chairman of the Board of       served as Chairman of the Board of Foamex Asia, Inc. ("Foamex Asia"), a subsidiary of
 Cloverleaf Group, Inc.         the  Company,  since  March  1997.  Mr.  Tunney  has been  Chairman  of the  Board of
                                Cloverleaf Group,  Inc., an investment  company,  since 1981, a partner of Sun Valley
                                Ventures,  a venture  capital firm,  since 1995, and President of JVT Consulting Inc.
                                since 1997. Mr. Tunney has served as Vice Chairman of the Board of the Corporate Fund
                                for  Housing  since  1988.  Mr.  Tunney  served as a U.S.  Senator  from the State of
                                California  from 1971 until 1977.  Prior to that,  Mr.  Tunney  served as a member of
                                Congress  from the 38th  district  of  California  from 1965 until 1971.  Mr.  Tunney
                                currently  serves as a member of the Board of Directors of Illinois  Central Railroad
                                Corp. and Swiss Army Brands, Inc.
</TABLE>

                                                          3
<PAGE>


b.  Executives as of April 28, 2000

<TABLE>
<CAPTION>
Name                           Age          Position(s) Held
----                           ---          ----------------
<S>                            <C>          <C>
Marshall S. Cogan              62           Chairman of the Board
Lawrence G. Davenport          58           Executive Vice President, Chief Information Officer
Stephen Drap                   50           Executive Vice President, Technical Products
John G. Johnson, Jr.           59           President, Chief Executive Officer and Director
Darrell Nance                  47           Executive Vice President, Foam Products
David J. Prilutski             46           Senior Vice President, Planning and Acting Chief Financial Officer
John Televantos                47           Chief Operating Officer, President Foam Business Group and Director
James T. Van Horn              54           Senior Vice President, Human Resources
Arthur H. Vartanian            46           Executive Vice President, Automotive Products
Pratt W. Wallace, Jr.          40           Executive Vice President, Foam Products
Kurt M. Werth                  42           Executive Vice President, Carpet Cushion Products
</TABLE>

       Executive  officers are elected by the Board of Directors and hold office
until  their  successors  have been duly  elected and  qualified  or until their
earlier  resignation or removal from office. A brief biography of each executive
officer of the Company is provided below (other than Mr. Cogan,  Mr. Johnson and
Mr. Televantos, each of whose biography is set forth above under "Directors").

       Lawrence  G.  Davenport  has  been  Executive   Vice   President,   Chief
Information Officer since May 1999. Prior to joining the Company,  Mr. Davenport
served as Vice President and Chief  Information  Officer of  Safety-Kleen  Corp.
from 1995 to 1998,  where he was  responsible  for the  strategic  and  tactical
direction for information  processing.  Prior to that, Mr.  Davenport was Senior
Vice President, Information Services for JB Hunt Transport, Inc.

       Stephen Drap has been Executive Vice President,  Technical Products since
March 1998. Prior to that, Mr. Drap served as Vice President,  Manufacturing and
Customer  Service,  Technical  Products  beginning July 1997. Prior to that, Mr.
Drap has held various management positions since joining the Company in 1980.

       Darrell Nance has been  Executive  Vice  President,  Foam Products  since
joining the  Company in March 1998.  From 1995 until  joining the  Company,  Mr.
Nance served as Vice President and General  Manager of West Coast  Operations of
Crain Industries,  Inc.  ("Crain").  From 1994 to 1995, Mr. Nance served as Vice
President of Operations,  West Coast Operations of Crain. From 1986 to 1994, Mr.
Nance served as General Manager of Crain Western.

       David J. Prilutski has been Senior Vice President, Planning since January
2000 and Acting Chief Financial  Officer since March 2000.  Prior to joining the
Company, Mr. Prilutski was Business Director,  Oxygenated Chemicals for Lyondell
Chemical  Company,  which acquired ARCO Chemical  Company in 1998. Mr. Prilutski
joined ARCO Chemical Company in 1975, and held a range of planning and marketing
positions, including Director Corporate Planning.

       James T. Van Horn has been Senior Vice  President,  Human Resources since
January  2000.  Prior to  joining  the  Company,  Mr.  Van Horn was with  Unisys
Corporation  for twenty-one  years,  holding a number of positions of increasing
responsibility,  most recently as Corporate Director, Performance Management for
Worldwide Human Resources.

       Arthur  H.  Vartanian  has  been  Executive  Vice  President,  Automotive
Products Group since February 2000. Prior to joining the Company,  Mr. Vartanian
held a number of  executive  positions  over an  eighteen-year  career with Lear
Corporation, most recently as Vice President Operations, Chrysler Division.

       Pratt W.  Wallace,  Jr.  has  been the  Executive  Vice  President,  Foam
Products since January 1999, and was the Executive Vice President, Manufacturing
Technology  from March 1998 until  January  1999.  From 1997 until  joining  the
Company,  Mr. Wallace served as Vice President of the Southeast region of Crain.
From 1993 to 1997, Mr. Wallace served as the General  Manager of Crain's Newnan,
Georgia facility.

                                       4

<PAGE>

       Kurt M. Werth has been Executive Vice President,  Carpet Cushion Products
since March 2000.  Prior to joining the Company,  Mr. Werth was Vice  President,
Sales and Service for the Canadian  operations of  Safety-Kleen  Corp. Mr. Werth
joined  Safety-Kleen  Corp. in 1987 and during his tenure there held a number of
sales, planning and financial positions,  including Vice President, Planning and
Evaluation.

c.  Filings under Section 16(a) of the Securities Exchange Act of 1934

       Section  16(a)  of the  Exchange  Act  requires  executive  officers  and
directors,  and  persons  who  beneficially  own more than 10% of the  Company's
stock,  to file initial reports of ownership and reports of changes of ownership
with the SEC and the NASDAQ National  Market System,  Inc.  Executive  officers,
directors and greater than 10% beneficial owners are required by SEC regulations
to furnish the Company with copies of all Section 16(a) forms they file.

       Based  solely  on the  Company's  review  of the  copies  of  such  forms
furnished  to  the  Company  and  written  representations  from  the  executive
officers, directors and greater than 10% beneficial owners, the Company believes
that all Section 16(a) filing requirements applicable to its executive officers,
directors and greater than 10% owners were complied with.

ITEM 11.  EXECUTIVE COMPENSATION

       The following Summary Compensation Table contains information  concerning
annual and  long-term  compensation  provided  to each Chief  Executive  Officer
during 1999 and each of the four next most highly compensated executive officers
of the Company as of the end of 1999,  based on salary and bonus  (collectively,
the "Named Executive Officers"),  for services rendered in all capacities during
fiscal years 1999, 1998 and 1997.

<TABLE>
<CAPTION>
                                              Summary Compensation Table (1)
                                                                              Long-Term
                                                                        Compensation Awards
                                       Annual Compensation            ------------------------
                                 ------------------------------        Securities Underlying       All Other
Name of Principal Position       Year       Salary      Bonus               Options/SARs         Compensation
--------------------------       ----    ----------- ----------       ------------------------   ------------
<S>                               <C>     <C>         <C>                   <C>                     <C>
Marshall S. Cogan                 1999    $850,000    $     --                    --                 $   --
  Chairman of the Board           1998     850,000     300,000                    --                     --
                                  1997     848,077     500,000               170,833                     --

John G. Johnson, Jr. (2) (3)      1999    $392,308    $250,000               750,450                 $3,200
  President and Chief
  Executive Officer

Barry Zimmerman (4)               1999    $316,000     $62,111                15,000                $30,112
  Executive Vice President,       1998     316,000      38,146                 3,000                  1,600
  Sourcing & Logistics            1997     316,000     115,000                    --                  1,600

John Televantos (3) (5)           1999    $161,539    $185,000               100,000                 $1,600
  President, Foam Business
  Group

Pratt W. Wallace, Jr. (3) (6)     1999    $175,659    $134,041                10,000                 $1,600
  Executive Vice President,       1998     166,009     139,554                    --                  4,336
  Foam Products                   1997          --          --                10,000                     --

Andrea Farace (7)                 1999    $184,615    $      --                   --               $666,770
  Chief Executive Officer         1998     571,500          --                    --                  1,600
                                  1997     430,769     350,000               350,000                     --
<FN>
-------------------
                                       5
<PAGE>

(1)    Because none of the Named Executive  Officers received (i) perquisites in
       excess of the  lesser of  $50,000  or 10% of their  reported  salary  and
       bonus, (ii) any other annual compensation required to be reported,  (iii)
       LTIP payouts or (iv) any restricted stock awards, information relating to
       "Other Annual Compensation", "LTIP Payouts" and "Restricted Stock Awards"
       is inapplicable and has therefore been omitted from the table.

(2)    Mr. Johnson commenced his employment with the Company on March 16, 1999.

(3)    The amounts  shown in "All Other  Compensation"  represent  the Company's
       matching contribution to the Company's 401(k) plan.

(4)    Included in Dr. Zimmerman's "All Other  Compensation" for 1999 is $28,512
       for relocation expenses and $1,600 of the Company's matching contribution
       to the  Company's  401(k)  plan.  The  amounts  shown  for  1998 and 1997
       represent the Company's  matching  contribution  to the Company's  401(k)
       plan. Dr. Zimmerman resigned as of April 28, 2000.

(5)    Mr.  Televantos  commenced  his  employment  with the Company on June 14,
       1999. On April 10, 2000, Mr. Televantos was named Chief Operating Officer
       of the Company.

(6)    Mr. Wallace  commenced his employment with the Company  December 23, 1997
       and received no compensation from the Company in 1997, except for a stock
       option grant.

(7)    Mr.  Farace  resigned as  President  and Chief  Executive  Officer of the
       Company on March 16, 1999. The amounts shown in "All Other  Compensation"
       for 1999 represents  $665,385 of severance  related payments  pursuant to
       Mr. Farace's  employment  agreement and $1,385 of the Company's  matching
       contribution  to the Company's  401(k) plan.  For 1998,  the amount shown
       represents  the Company  matching  contribution  to the Company's  401(k)
       plan.
</FN>
</TABLE>

Employment Agreements

       The Company has employment  agreements with the following Named Executive
Officers:  Marshall S. Cogan,  John G.  Johnson,  Jr. and John  Televantos.  The
Company  also  had  employment  agreements  with  Andrea  Farace  prior  to  his
resignation on March 16, 1999 and with Barry  Zimmerman prior to his resignation
on April 28, 2000. The Securities and Exchange Commission requires disclosure of
any employment  agreement  between the Company and any Named Executive  Officer,
whether or not such officer is still employed by the Company.

       Current Employees

       On May 21, 1999,  the Company  entered into an employment  agreement with
John  Televantos in connection  with the hiring of Mr.  Televantos as President,
Foam Business Group of the Company.  The agreement  provides for an initial term
of two years commencing on May 21, 1999, and automatically renews for additional
one-year terms  commencing  May 21, 2000,  unless notice of intent to not extend
the term of the agreement is given by either  party.  The  employment  agreement
provides that as compensation for all services  rendered by Mr.  Televantos,  he
will receive an annual salary at the rate of at least $300,000 per annum,  which
salary will be reviewed annually by the Compensation Committee of the Board. Mr.
Televantos is eligible to earn an annual target bonus of 90% of his salary;  the
actual  amount of the bonus is based on the  attainment  of certain  performance
targets.  The agreement  provides that the bonus be paid to Mr.  Televantos  for
1999 will not be less than $135,000.  Mr. Televantos received a $50,000 bonus in
consideration  for his  commencement  of services.  Also,  Mr.  Televantos  will
participate in certain  employee or executive  benefit plans and receive certain
other perquisites. Mr. Televantos' employment agreement further provides for the
grant by the Company to Mr.  Televantos of options to purchase 100,000 shares of
Common Stock, which vest at a rate of 20,000 options per year, commencing on May
21, 2000. Accelerated vesting provisions for options are provided for "change in
control"  transactions  as well as certain  termination  events.  The employment
agreement automatically terminates upon the death or continued disability of Mr.
Televantos, and the agreement may be terminated by the Company or Mr. Televantos
at any time. Upon termination of the employment agreement by the Company without
"cause" or by Mr.  Televantos  with "good reason" (which term includes change in
control events), the Company will be required to pay Mr. Televantos, in addition
to any amounts  earned but not yet paid,  a lump sum payment  equal to two times
the sum of (i) annual base  salary  then in effect  plus (ii) the target  annual

                                       6

<PAGE>

bonus for such fiscal year or, if higher,  the annual  bonus paid or payable for
the preceding year.  Additionally,  Mr. Televantos would be entitled to continue
to receive any health care or insurance  benefits for a period of up to eighteen
months.  The employment  agreement  prohibits Mr. Televantos from disclosing any
confidential  information of the Company during his employment  term or any time
thereafter. Additionally, the employment agreement provides that for a period of
one year  following his  termination  date,  Mr.  Televantos  may not solicit or
attempt  to  entice  away  from  the  Company   (including   its  affiliates  or
subsidiaries),  or interfere  with the  relationship  of the Company  with,  any
employee, customer or clients of the Company.

       On March 16, 1999, the Company entered into an employment  agreement with
John G. Johnson,  Jr. in connection  with the hiring of Mr. Johnson as President
and Chief  Executive  Officer of the  Company.  The  agreement  provides  for an
initial term of two years commencing on March 16, 1999, and automatically renews
for additional  one-year terms unless notice of intent to not extend the term of
the agreement is given by either party. The employment  agreement  provides that
as compensation  for all services  rendered by Mr.  Johnson,  he will receive an
annual salary at the rate of at least  $500,000 per annum,  which salary will be
reviewed  annually by the  Compensation  Committee of the Board.  Mr. Johnson is
entitled to earn an annual  bonus of up to  $500,000;  the actual  amount of the
bonus is based on the attainment of certain  performance  targets for that year.
The agreement  provides that the bonus be paid to Mr.  Johnson for 1999 will not
be less than $250,000. Also, Mr. Johnson will participate in certain employee or
executive  benefit  plans and receive  certain other  perquisites,  including an
automobile lease allowance.  Mr. Johnson's employment agreement further provides
for the grant by the  Company to Mr.  Johnson of  options  to  purchase  750,450
shares of Common  Stock,  which vest in equal  installments  on March 16,  2000,
March 16, 2001 and March 16, 2002.  Accelerated  vesting  provisions for options
are provided for "change in control" transactions as well as certain termination
events.  The employment  agreement  automatically  terminates  upon the death or
continued  disability of Mr. Johnson, and the agreement may be terminated by the
Company or Mr. Johnson at any time. Upon termination of the employment agreement
by the Company  without "cause" or by Mr. Johnson with "good reason" (which term
includes  change in control  events),  the Company  would be required to pay Mr.
Johnson,  in addition to any amounts earned but not yet paid, a lump sum payment
equal to two times the sum of (i) annual  base  salary  then in effect plus (ii)
the target  annual  bonus for such fiscal year or, if higher,  the annual  bonus
paid or payable for the  preceding  year.  Additionally,  Mr.  Johnson  would be
entitled to continue to receive  any health  care or  insurance  benefits  for a
period of up to eighteen months. The employment  agreement prohibits Mr. Johnson
from  disclosing  any  confidential   information  of  the  Company  during  his
employment term or any time thereafter.  Additionally,  the employment agreement
provides  that for a period of one year  following  his  termination  date,  Mr.
Johnson may not  solicit or attempt to entice  away from the Company  (including
its  affiliates or  subsidiaries),  or interfere  with the  relationship  of the
Company with, any employee, customer or clients of the Company.

       On January 1, 1999, the Company entered into an employment agreement with
Marshall S. Cogan, Chairman of the Board and Chairman of the Executive Committee
of the Company. The agreement provides for an initial employment term commencing
on  January  1, 1999 and  continuing  until  December  31,  2000,  which term is
automatically  extended an additional day on each day of the initial term and on
each day  thereafter  until either Mr. Cogan or the Company  provides  notice of
termination.  The employment  agreement  provides that Mr. Cogan will receive an
annual salary at the rate of $850,000 per annum with  increases,  if any, as may
be approved by the Board.  Mr.  Cogan is also  eligible,  but not  entitled,  to
receive any annual  bonuses,  which may be  determined by the Board.  Also,  Mr.
Cogan will  participate in certain  employee  benefit plans and receive  certain
other perquisites.  The employment agreement  automatically  terminates upon the
death or continued  disability of Mr. Cogan, and the agreement may be terminated
by the Company or Mr.  Cogan at any time.  Upon  termination  of the  employment
agreement by the Company without "just cause" or by Mr. Cogan with "good reason"
(which term includes change in control events),  the Company will be required to
pay Mr. Cogan, in addition to any amounts earned but not yet paid, the amount of
his then current base salary for a period of twenty-four  months.  Additionally,
Mr.  Cogan would be entitled to continue to receive any health care or insurance
benefits for a period of twenty-four months. The employment  agreement prohibits
Mr. Cogan from disclosing any confidential information of the Company during his
employment term or any time thereafter.  Additionally,  the employment agreement
provides that for a period of one year following his termination date, Mr. Cogan
may not  solicit or  attempt  to entice  away from the  Company  (including  its
affiliates or  subsidiaries),  or interfere with the relationship of the Company
with, any employees, customers or clients of the Company.

                                       7

<PAGE>

       Prior Employees

       On January 25, 1999,  the Company  entered into an  employment  agreement
with Barry Zimmerman,  former Executive Vice President,  Strategic  Sourcing and
Logistics of the Company.  The agreement provides for an initial employment term
continuing  until  December 31, 2000,  which term is  automatically  extended an
additional day on each day of the initial term and on each day thereafter  until
either  Dr.  Zimmerman  or the  Company  provides  notice  of  termination.  The
employment  agreement  provides that Dr. Zimmerman will receive an annual salary
at the rate of $316,000 per annum with increases,  if any, as may be approved by
the Board.  Dr.  Zimmerman is also  eligible,  but not entitled,  to receive any
annual bonuses,  which may be determined by the Board.  Also, Dr. Zimmerman will
participate  in  certain  employee  benefit  plans  and  receive  certain  other
perquisites. The employment agreement automatically terminates upon the death or
continued  disability of Dr.  Zimmerman,  and the agreement may be terminated by
the Company or Dr.  Zimmerman at any time.  Upon  termination  of the employment
agreement by the Company  without  "just cause" or by Dr.  Zimmerman  with "good
reason"  (which term  includes  change in control  events),  the Company will be
required to pay Dr.  Zimmerman,  in  addition to any amounts  earned but not yet
paid,  the amount of his then  current  base salary for a period of  twenty-four
months. Additionally, Dr. Zimmerman would be entitled to continue to receive any
health  care or  insurance  benefits  for a period of  twenty-four  months.  The
employment  agreement  prohibits Dr.  Zimmerman from disclosing any confidential
information of the Company during his  employment  term or any time  thereafter.
Additionally,  the employment  agreement  provides that for a period of one year
following  his  termination  date,  Dr.  Zimmerman may not solicit or attempt to
entice away from the Company  (including  its  affiliates or  subsidiaries),  or
interfere with the  relationship of the Company with, any employee,  customer or
clients of the Company.

       On January 1, 1999, the Company entered into an employment agreement with
Andrea Farace,  former Chairman of the Board and Chief Executive  Officer of the
Company.  The agreement  provided for an initial  employment  term commencing on
January  1,  1999  and  continuing  until  December  31,  2000,  which  term was
automatically  extended an additional day on each day of the initial term and on
each day thereafter  until either Mr. Farace or the Company  provided  notice of
termination.  The employment agreement provided that Mr. Farace would receive an
annual salary of $600,000 per annum with  increases,  if any, as may be approved
by the Board.  Mr. Farace was also  eligible,  but not entitled,  to receive any
annual  bonuses,  which  would be  determined  by the Board.  Also,  Mr.  Farace
participated  in certain  employee  benefit  plans and  received  certain  other
perquisites. Pursuant to this agreement, Mr. Farace received a severance payment
of  $250,000 in  connection  with the  termination  of his  employment  with the
Company on March 16,  1999.  In addition to the  severance  payment as described
above,  the Company agreed to pay Mr. Farace the amount of his then current base
salary for a period of twenty-four months. Additionally, Mr. Farace will receive
health care or insurance  benefits for a period of  twenty-four  months from the
date of his  termination.  The  employment  agreement  prohibits Mr. Farace from
disclosing  any  confidential  information  of the Company during his employment
term or any time thereafter.  Additionally,  the employment  agreement  provides
that for a period of one year following his termination date, Mr. Farace may not
solicit or attempt to entice away from the Company  (including its affiliates or
subsidiaries),  or interfere  with the  relationship  of the Company  with,  any
employees, customers or clients of the Company.

1993 Stock Option Plan

       During 1999, 1998 and 1997, the Stock Option Committee  granted 1,067,950
options, 132,750 options and 625,833 options,  respectively,  to purchase Common
Stock to officers or key employees of the Company. The 1999 options were granted
at exercise  prices  ranging from  $5.4375 to $9.00 per share,  the 1998 options
were granted at exercise prices ranging from $11.438 to $13.25 per share and the
1997 options were granted at exercise  prices  ranging from $9.688 to $14.00 per
share.  All such  exercise  prices  represented  the closing price of the Common
Stock on the date of grant.  During  1999,  750,450  options were granted with a
three-year vesting period and a ten-year term. All other options  outstanding at
the end of 1999 were  granted  with a  five-year  vesting  period and a ten-year
term.

       The following table provides  information on option grants in 1999 to the
Named Executive Officers.

                                       8
<PAGE>
             Foamex International Option Grants in Last Fiscal Year

<TABLE>
<CAPTION>
                               Number of       % of Total
                               Securities     Options/SARs   Exercise
                               Underlying      Granted to    or Base
                              Options/SARs    Employees in    Price        Expiration       Grant Date
                             Granted (#)(1)   Fiscal Year     ($/Sh)          Date       Present Value (2)
                            ----------------  ----------     ----------   ------------   -----------------
<S>                               <C>            <C>           <C>         <C>   <C>         <C>
John G. Johnson, Jr.              375,225        35.1%         $6.5000     03/22/09          $915,549
John G. Johnson, Jr.              375,225        35.1           5.4375     04/20/09           765,459
John Televantos                   100,000         9.4           6.5625     05/21/09           248,000
Barry Zimmerman                    15,000         1.4           6.2188     05/27/09            35,400
Pratt W. Wallace, Jr.              10,000         0.9           6.2188     05/27/09            23,600
<FN>
(1)    Messrs.  Cogan and Farace are not included in this table since no options
       were granted to such individuals during 1999.

(2)    Based on the Black-Scholes  option price model.  Assumptions  included an
       expected  life of three years,  expected  volatility  of 48.0%,  expected
       dividend yield of 0% and a risk-free interest rate of 5.21%.
</FN>
</TABLE>

Aggregate Option Values

        The following  table sets forth,  as of December 31, 1999, the number of
options for the Company's Common Stock and the value of the unexercised  options
held by the  Named  Executive  Officers.  None of the Named  Executive  Officers
exercised stock options in 1999.

                   Aggregate Fiscal Year End Option/SAR Values
<TABLE>
<CAPTION>

                            Number of Securities Underlying Unexercised       Value of Unexercised In-the-Money
Name                               Options/SARs at Fiscal Year End              Options/SARs at Fiscal Year End(1)
----------------            -------------------------------------------     ---------------------------------------
                                 Exercisable            Unexercisable          Exercisable          Unexercisable
                                 -----------            -------------          -----------          -------------
<S>                                 <C>                    <C>                 <C>                      <C>
John G. Johnson, Jr.                      -                 750,450             $       -            $1,758,867
Andrea Farace                       156,296                 210,000                23,426                     -
Marshall S. Cogan                   377,500                 122,500               444,428                28,750
Barry Zimmerman                      18,169                  17,400                25,255                31,406
John Televantos                           -                 100,000                     -               175,000
Pratt W. Wallace, Jr.                 4,000                  16,000                     -                20,937
<FN>
(1)    As of December 31, 1999,  the market value of the Company's  common stock
       was  $8.3125  per  share.  On April 28,  2000,  the  market  value of the
       Company's common stock was $5.3125 per share.
</FN>
</TABLE>

Pension Plan

       Effective December 31, 1999, the Foamex L.P. Salaried Pension Plan merged
with the Foamex L.P.  Hourly  Pension  Plan.  The  surviving  plan is called the
Foamex L.P.  Pension Plan (the  "Retirement  Plan").  The  Retirement  Plan is a
defined benefit  pension plan that is qualified under the Internal  Revenue Code
of 1986,  as amended  (the  "Internal  Revenue  Code"),  and in which  executive
officers are eligible to participate.

                                       9

<PAGE>

       The following  table  illustrates  estimated  annual  pensions  under the
Retirement Plan for various compensation levels and periods of credited service,
assuming present  compensation  rates at all points in the past and until Normal
Retirement  Date (as  defined  in the  Retirement  Plan) and a  constant  Social
Security Wage Base ($76,200 in 2000).  The pension amount is expressed as a life
annuity with certain benefits continuing to the spouse.

                               Pension Plan Table

<TABLE>
<CAPTION>
                                                              Years of Credited Service
                                                              -------------------------
                                          15              20               25               30               35
                                       -------         -------          -------          -------          -------
<S>                                    <C>             <C>              <C>              <C>              <C>
Current Compensation:
$125,000                               $27,098         $36,130          $45,163          $54,195          $63,228
$170,000 and above                     $38,910         $51,880          $64,850          $77,820          $90,790
</TABLE>

       The Retirement  Plan is a career pay plan. The Retirement Plan formula is
1.25% of annual  compensation  up to the Social  Security Wage Base and 1.75% of
annual  compensation  in excess of the Social  Security Wage Base,  subject to a
2000 annual  compensation  limit of  $170,000  (as  adjusted to reflect  cost of
living  increases).  Prior to September 1, 1994, the Retirement Plan was a final
average pay plan,  with  retirement  benefits  based upon  earnings for the five
consecutive  years within the last ten years,  which yielded the highest average
yearly salary ("Final Average Compensation").  Annual benefit calculations under
the  Retirement  Plan for  service  prior to June 1, 1994,  will be the years of
credited service multiplied by the sum of 2.0% of Final Average Compensation and
0.4% of Final  Average  Compensation  in excess  of the  average  of the  Social
Security  Wage Bases over the 35 year  period  ending  with the year an employee
reaches  age 65  (such  35 year  average  referred  to  herein  as the  "Covered
Compensation").  For service subsequent to May 31, 1994, but before September 1,
1994,  annual  benefit  calculations  will  be the  years  of  credited  service
multiplied  by the sum of 1.1% of Final Average  Compensation  and 0.4% of Final
Average  Compensation  in  excess  of  Covered  Compensation.   The  actuarially
determined  cost of providing  benefits under the Retirement Plan is provided by
the  Company.  The  participants  are neither  required  nor  permitted  to make
contributions.

       The compensation used as a basis for computing pension is primarily based
on salaries set forth in the Summary Compensation Table and excludes bonuses. In
1999 and 1998,  the  compensation  used as a basis for  computing the pension of
each of the executive officers named in the Summary  Compensation Table and were
employees at April 28, 2000 was as follows:  Mr.  Cogan,  $160,000 and $160,000,
respectively;  Mr.  Johnson,  $160,000  and $0,  respectively;  Mr.  Televantos,
$160,000  and  $0,  respectively;   and  Mr.  Wallace,  $160,000  and  $160,000,
respectively.

       The  estimated  annual  benefits  under the  Retirement  Plan  payable on
retirement  at normal  retirement  age, or  immediately  if the  individual  has
reached normal  retirement  age, for each of the employees  named in the Summary
Compensation  Table and  employees at April 28, 2000 are as follows:  Mr. Cogan,
$23,559; Mr. Johnson, $18,001; Mr. Televantos $47,642; and Mr. Wallace, $68,733.
These amounts assume the employees continue their employment with the Company at
present salary levels until normal  retirement age. As of December 31, 1999, the
employees  named in the Summary  Compensation  Table and  employees at April 28,
2000 had been  credited  with  years of  service  under the  Retirement  Plan as
follows:  Mr. Cogan, 6.83 years; and Mr. Wallace, 1.5 years. Mr. Johnson and Mr.
Televantos  did not have any  credited  years of service as of December 31, 1999
because  there is a one-year  period  from the date of hire  before an  employee
becomes eligible to participate retroactive to the date of hire.


                                       10
<PAGE>
IRS Limitations

       Under the Internal  Revenue Code, a participant's  compensation in excess
of $160,000 (as adjusted to reflect cost of living increases) is disregarded for
purposes of determining pension benefits.  Benefits accrued for plan years prior
to  1994  on  the  basis  of  certain  compensation  in  excess  of  the  annual
compensation limit are preserved.  In addition,  as required by law, the maximum
annual pension payable to a participant  under a qualified  pension plan in 1999
was $130,000,  in the form of a qualified joint and survivor  annuity,  although
certain  benefits  are not  subject to such  limitation.  Such  limits have been
included in the calculation of estimated annual benefit amounts listed above for
each of the Named Executive Officers.  The Company does not have a non-qualified
defined  benefit  plan to provide  payments  in excess of limits  imposed by the
Internal Revenue Service.

Compensation of Directors

       In  1993,   the  Company   instituted  the  Foamex   International   Inc.
Non-Employee  Director  Compensation Plan (the "Non-Employee  Plan"), to provide
compensation to its non-employee  directors (the "Outside Directors").  Pursuant
to the Non-Employee  Plan, each Outside Director  receives an annual retainer of
$50,000,  payable in cash or Common Stock,  and a $1,000 fee for each meeting of
the Board of Directors  attended by such  Outside  Director.  In  addition,  for
serving on a committee of the Board of Directors, each Outside Director receives
a  $1,000  fee for each  meeting  of such  committee  attended  by such  Outside
Director and Outside  Directors who serve as Chairman of a Committee  receive an
additional fee of $1,000 per meeting attended. Currently, there are five Outside
Directors of the Company and three  employee  directors;  although Mr. Tunney is
the Chairman of Foamex Asia, he is considered an Outside  Director because he is
not an employee of the Company.  All directors are entitled to reimbursement for
their reasonable  out-of-pocket  expenses in connection with their travel to and
attendance  at  meetings  of the  Board  of  Directors  or  committees  thereof.
Directors who are also employees of the Company or its  subsidiaries  receive no
cash compensation for serving as Directors or as members of Board committees.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Ownership of Common Stock of Certain Beneficial Owners and Management

       The following table sets forth certain information,  as of April 1, 2000,
regarding the beneficial  ownership of Common Stock by (i) each  stockholder who
is known by the Company to own more than 5% of the outstanding  shares of Common
Stock,  (ii) each director,  (iii) each  executive  officer named in the Summary
Compensation  Table and (iv) all directors  and  executive  officers as a group.
Except  as  otherwise  indicated,  each  stockholder  has (i)  sole  voting  and
investment power with respect to such stockholder's  shares of stock,  except to
the extent that  authority is shared by spouses  under  applicable  law and (ii)
record and  beneficial  ownership with respect to such  stockholder's  shares of
stock.

<TABLE>
<CAPTION>
Name and Address of Beneficial Owners                          Beneficial Ownership (1) (2)
-------------------------------------                  ----------------------------------------------
                                                        Number of Shares       % of Class Outstanding
                                                        ----------------       ----------------------
<S>                                                     <C>                         <C>
Trace International Holdings, Inc. (3)                     7,197,426                   28.7
c/o Mr. John Pereira
150 E. 58th Street, 24th Floor
New York, NY 10022

Trace Foam Sub, Inc. (3)                                   7,000,247                   27.9
c/o Mr. John Pereira
150 E. 58th Street, 24th Floor
New York, NY 10022

Lion Advisors, L.P. (4)                                    2,285,072                    9.1
1301 Avenue of the Americas
New York, New York 10019

Apollo Advisors, L.P. (4)                                  2,285,072                    9.1
2 Manhattanville Road
Purchase, New York 10577

                                       11
<PAGE>

Rus, Inc. (5)                                              2,684,903                   10.7
Avenue des Pleiades 15
B -1200
Brussels, Belgium

Genfina S.A. (6)                                           1,592,671                    6.4
Rue Royale 30
1000
Brussels, Belgium

Stephens Inc. (7)                                          1,575,110                    6.3
111 Center Street
Little Rock, Arkansas 72201

Marshall S. Cogan (3) (8)                                    777,500                    3.1

Etienne Davignon                                              20,836                    *

John H. Gutfreund                                                 --                    *

Robert J. Hay                                                  4,944                    *

Stuart J. Hershon (9)                                         13,646                    *

John G. Johnson, Jr. (8)                                     277,055                    1.1

John V. Tunney (10)                                            9,000                    *

John Televantos (8)                                           24,300                    *

Andrea Farace (8)                                            176,266                    *

Pratt W. Wallace, Jr. (8)                                     11,000                    *

Barry Zimmerman (8)                                           30,769                    *

All executive officers and directors as a group            1,164,648                    4.5
(16 persons) (3)(8)(9)(10)
<FN>
------------------

* Less than 1%.

(1)    Each  named  person is deemed to be the  beneficial  owner of  securities
       which may be acquired  within sixty days through the exercise of options,
       warrants  and  rights,  if any,  and such  securities  are  deemed  to be
       outstanding  for the purpose of  computing  the  percentage  of the class
       beneficially  owned by such  person.  However,  any such  shares  are not
       deemed to be  outstanding  for the purpose of computing the percentage of
       the class beneficially owned by any other person, except as noted.

(2)    The above table  includes  shares of the  Company's  Common Stock held by
       officers and directors under the Company's 401(k) plan.

(3)    Trace  Foam  Sub  is  wholly  owned  by  Trace.   The  number  of  shares
       beneficially  owned by Trace  includes the shares  beneficially  owned by
       Trace Foam Sub. Additionally,  50,000 shares of the Common Stock reported
       herein are held in trust for the exclusive benefit of participants  under
       the Trace  International  Holdings,  Inc.  Retirement  Plan for  Salaried
       Employees (the "Trace Retirement Plan").  Marshall S. Cogan,  Chairman of
       the Board and  President of Trace Foam Sub, is the Chairman of the Board,
       Chief  Executive  Officer and majority  stockholder of Trace. On June 21,
       1999,  Trace and Trace  Foam Sub filed  petitions  for  relief  under the
       Bankruptcy  Code in the United States  Bankruptcy  Court for the Southern
       District  of New York,  and a trustee has been  appointed  to oversee the
       liquidation of Trace's assets. Mr. Cogan disclaims  beneficial  ownership
       of the Common Stock under the Trace  Retirement  Plan. The address listed
       is that of the trustee that was appointed to oversee the  liquidation  of
       Trace's assets.

                                       12

<PAGE>

(4)    Lion Advisors, L.P. ("Lion"), pursuant to an investment advisory contract
       with its client,  Marely I s.a.  ("Marely"),  possesses the sole power to
       vote and dispose of 1,017,536 of the indicated  shares,  which shares are
       held for the  account  of  Marely.  Apollo  Advisors,  L.P.,  which is an
       affiliate  of Lion,  possesses  the sole  power  to vote and  dispose  of
       1,267,536 of the  indicated  shares in its  capacity as managing  general
       partner of AIF II, L.P., for whose account the shares are held.

(5)    Rus, Inc. is a subsidiary of Recticel, s.a., a European polyurethane foam
       manufacturer, whose subsidiary was a former partner of Foamex L.P.

(6)    Genfina S.A. is a subsidiary of Societe  Generale de Belgique,  a Belgian
       bank and holding company.

(7)    Stephens Inc. is a registered broker-dealer,  and the number of indicated
       shares represents 1,199,700 shares of Common Stock owned by Stephens Inc.
       for  its  own  account  and  375,410  shares  of  Common  Stock  held  in
       discretionary or advisory accounts for clients.  Stephens Inc. has shared
       power of disposition,  but no voting power and no economic interest, with
       respect  to shares  of Common  Stock  held in client  advisory  accounts.
       Stephen Group,  Inc. is a parent of Stephens Inc. and has shared power of
       voting and of disposition with respect to shares of Common Stock owned by
       Stephens Inc. for its own account. In addition to the number of shares of
       Common  Stock  reported in the table,  principals  of Stephens  Inc.  and
       Stephens  Group,  Inc.  own 172,700  shares of Common  Stock,  over which
       Stephens  Inc.  and  Stephens  Group,   Inc.  have  no  voting  power  or
       dispositive power. All information  relating to the beneficial  ownership
       of Common Stock by Stephens Inc. was taken from a Schedule 13G filed with
       the Securities Exchange Commission on February 11, 2000.

(8)    Includes shares of Common Stock issuable upon exercise of options granted
       under the  Company's  1993 Stock Option  Plan,  which have vested or will
       vest within sixty days.  In the above  table,  (i) 377,500 of such shares
       have been included for Mr.  Cogan,  (ii) 250,150 of such shares have been
       included for Mr. Johnson, (iii) 176,266 of such shares have been included
       for Mr. Farace,  (iv) 20,000 shares of such shares have been included for
       Mr.  Televantos,  (v) 21,769 of such  shares have been  included  for Dr.
       Zimmerman,  (vi) 6,000 of such shares have been included for Mr.  Wallace
       and (vii)  669,059 of such shares have been  included  for all  executive
       officers and directors as a group.

(9)    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.

(10)   Includes 9,000 shares of Common Stock held in a trust of which Mr. Tunney
       serves as a co-trustee.
</FN>
</TABLE>

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

       The following is a summary of material  transactions  between the Company
and  its  affiliates  entered  into  or  continuing  during  1999.  Payments  to
affiliates  by Foamex L.P.  and its  subsidiaries  in  connection  with any such
transactions  are governed by the  provisions of the  indentures  for its public
debt  securities,  which  generally  provide that such  transactions be on terms
comparable to those generally  available in equivalent  transactions  with third
parties.

Trace Accounts Receivables

       As of December 31, 1999,  operating accounts  receivables from Trace were
approximately  $3.4 million  against  which an  allowance  has been taken by the
Company as a result of the financial  condition of Trace. Claims have been filed
in the Trace bankruptcy proceedings for such amount.

Airplane Sale

       On March  31,  1999,  the  Company  sold  its  corporate  airplane  to an
unaffiliated  third  party for $16.3  million  in gross  proceeds  of which $8.9
million was used to repay debt associated with the airplane. As specified by the
terms of the Aircraft Sales, Lease and Operating  Agreement,  dated August 1995,
pursuant to which the Company purchased the airplane from Trace, Trace agreed to
reimburse  the  Company  to the  extent  the net  proceeds  from the sale of the
airplane  were less than a specified  amount,  and the Company was  obligated to
share the net proceeds in excess of such specified  amount with Trace.  Pursuant

                                       13

<PAGE>

to the terms of such  agreement,  the  Company was  obligated  to pay Trace $0.6
million or approximately  50% of the "Excess  Proceeds",  as defined,  which was
offset against  Trace's two promissory  notes payable to Foamex L.P., at Trace's
request. See "Trace Promissory Notes" below.

  Employment Arrangements

       During 1999,  certain  employees  of the Company  were also  employees of
Trace and/or  affiliates of Trace. The Company paid the salaries or a portion of
the  salaries of such  employees of Trace based on the amount of time devoted to
the  Company's  matters by such  employees,  which  payments in 1999  aggregated
approximately  $1.8 million.  Certain of these employees entered into employment
agreements  with the Company in January  1999,  which  agreements  provided  for
aggregate annual  compensation of approximately $1.1 million. As of December 31,
1999, all such dual employment arrangements have been terminated.

Tunney Consulting Agreement

       John V. Tunney, a director of the Company,  acts as a business advisor to
the  Company.  Pursuant to this  arrangement,  Mr.  Tunney  provides  consulting
services to the  Company  with  respect to various  personnel  and  compensation
issues.  In exchange for his services,  Mr. Tunney receives a fee of $10,000 per
month.  The Company  maintains an apartment  that is used by Mr. Tunney while on
Company  business.  The  apartment  lease was assumed by the Company  from Trace
during 1999 and expires in August  2000.  Rent paid by the Company  totaled $0.1
million in 1999. During 1999, Mr. Tunney earned $0.1 million for his services in
obtaining a Chief  Executive  Officer for the Company.  In addition,  Mr. Tunney
serves as the  Chairman  and has a 5%  interest  in the  value of Foamex  Asia's
interest in a joint venture.

Management Service Agreement

       Foamex L.P. had a management  service  agreement with Trace Foam pursuant
to which  Trace  Foam  provided  general  managerial  services  of a  financial,
technical,  legal,  commercial,  administrative and/or advisory nature to Foamex
L.P.  The  management  services  agreement  provided  for an annual  fee of $3.0
million,  plus  reimbursement of expenses  incurred.  An amendment to the Foamex
L.P. Credit Facility on June 30, 1999 no longer permitted Foamex L.P. to pay the
management  fee. On July 29, 1999,  Foamex L.P.  submitted  formal notice of the
termination of the management agreement.

Foamex/GFI Note

       Foamex L.P. owed a $34.0 million  promissory note payable to Foam Funding
LLC, which was due and paid in March 2000. Interest was based on a variable rate
equal to the higher of (i) the base rate of The Bank of Nova  Scotia or (ii) the
Federal  Funds  rate plus  0.5%.  At the  option of  Foamex  L.P.,  the note was
convertible to a LIBOR-based interest rate plus 0.75%. The principal and current
interest  payable  under  the  Foamex/GFI  Note were  collateralized  by a $34.5
million letter of credit issued under the Foamex L.P.  Credit  Facility.  During
1999,  the Foamex L.P.  paid Foam  Funding  LLC  approximately  $2.1  million of
interest pursuant to the terms of the Foamex/GFI Note.

Note Payable to Foam Funding LLC

       Foamex  Carpet  entered into a $70.2 million  promissory  note payable to
Foam Funding LLC.  Principal is payable in quarterly  installments that began in
June 1998 with a final  installment  in  February  2004.  Interest is based on a
variable rate equal to the sum of 2.25% plus the higher of: (i) the base rate of
The Bank of Nova Scotia or (ii) the Federal  Funds rate plus 0.5%. At the option
of  Foamex  Carpet,   interest  payable  under  the  note  is  convertible  into
LIBOR-based loans plus 3.25%. Amounts outstanding under the Note Payable to Foam
Funding LLC are  collateralized  by all of the assets of Foamex Carpet on a pari
passu basis with the Foamex Carpet Credit Facility.  During 1999,  Foamex Carpet
paid Foam Funding LLC  approximately  $5.3 million in interest and approximately
$9.7  million in  principal  pursuant  to the terms of the Note  Payable to Foam
Funding LLC.

                                       14
<PAGE>

Technology Sharing Arrangements

       In  December  1992,  Foamex  L.P.,  Recticel  and Beamech  Group  Limited
("Beamech"),  an unaffiliated third party, formed a Swiss corporation to develop
new  manufacturing  technology for the production of polyurethane  foam. Each of
Foamex L.P.,  Recticel and Beamech  contributed  or caused to be  contributed to
such  corporation a combination of cash and  technology  valued at $1.5 million,
$3.0 million and $1.5  million,  respectively,  for a 25%, 50% and 25% interest,
respectively,  in the  corporation.  Foamex L.P.,  Recticel and their affiliates
have been granted a royalty-free  license to use certain  technology,  and it is
expected that the corporation  will license use of such technology to other foam
producers in exchange for royalty payments.

Indemnification Regarding Environmental Matters

       Pursuant  to  an  Asset  Transfer  Agreement  (the  "RFC  Asset  Transfer
Agreement"), dated October 2, 1990, as amended, between Foamex L.P. and Recticel
Foam Corporation ("RFC"),  Foamex L.P. is indemnified by RFC for any liabilities
incurred by Foamex L.P.  arising out of or resulting  from,  among other things,
the ownership or use of any of the assets transferred  pursuant to the RFC Asset
Transfer  Agreement  or the conduct of the  transferred  business on or prior to
October 2, 1990, including, without limitation, any loss actually arising out of
or resulting from any events,  occurrences,  acts or activities occurring before
October 2, 1990 or occurring after October 2, 1990 to the extent  resulting from
conditions  existing on or prior to October 2, 1990, relating to (i) injuries to
or the  contraction  of any diseases by any person  resulting  from  exposure to
Hazardous  Substances (as defined in the RFC Asset Transfer  Agreement)  without
regard  to when  such  injuries  or  diseases  are  first  manifested,  (ii) the
generation,  processing, handling, storage or disposition of or contamination by
any waste or Hazardous Substance,  whether on or off the premises from which the
transferred business has been conducted,  or (iii) any pollution or other damage
or injury to the  environment,  whether  on or off the  premises  from which the
transferred business has been conducted.  Foamex L.P. is also indemnified by RFC
for any  liabilities  arising  under  Environmental  Laws (as defined in the RFC
Asset Transfer  Agreement)  relating to current or former RFC assets and for any
liability  for  property  damage or bodily  harm  relating  to  products  of the
transferred   business   shipped  on  or  prior  to   October   2,  1990.   Such
indemnification  is limited after December 1993 unless such liability is covered
by  insurance.   Foamex  L.P.  agreed  to  assume  certain  known  environmental
liabilities  relating to the assets  transferred by RFC to Foamex L.P.,  with an
estimated  remediation  cost of less than $0.5  million,  in exchange for a cash
payment by RFC to Foamex L.P.  approximately  equal to the remediation  cost for
such environmental  liabilities.  During the first quarter of 2000, RFC paid the
Company  approximately  $0.3 million,  which was owed to the Company on December
31, 1999.

       Pursuant to the Asset Transfer Agreement, dated as of October 2, 1990, as
amended,  between Trace and Foamex L.P. (the "Trace Asset Transfer  Agreement"),
Foamex L.P. is indemnified by Trace for any liabilities  incurred by Foamex L.P.
arising out of or resulting  from,  among other things,  the ownership or use of
any of certain assets that were transferred pursuant to the Trace Asset Transfer
Agreement or the conduct of the  transferred  business on or prior to October 2,
1990,  including,  without  limitation,  any  loss  actually  arising  out of or
resulting  from any events,  occurrences,  acts or  activities  occurring  after
October 2, 1990, to the extent resulting from conditions existing on or prior to
October 2, 1990,  relating to (i) injuries to or the contraction of any diseases
by any person resulting from exposure to Hazardous Substances (as defined in the
Trace Asset Transfer Agreement) without regard to when such injuries or diseases
are first  manifested,  (ii) the generation,  processing,  handling,  storage or
disposition of or contamination by any waste or Hazardous Substance,  whether on
or off the premises from which the  transferred  business has been  conducted or
(iii) any pollution or other damage or injury to the environment,  whether on or
off the premises from which the transferred business has been conducted.  Foamex
L.P.  is  also   indemnified  by  Trace  for  any   liabilities   arising  under
Environmental Laws (as defined in the Trace Asset Transfer  Agreement)  relating
to current or former Trace assets and for any liability  relating to products of
the transferred  business shipped on or prior to October 2, 1990. As of December
31, 1999,  Trace owned Foamex L.P.  approximately  $0.3 million  pursuant to the
Trace Asset Transfer Agreement,  which has not been paid. A claim has been filed
for such amount in the Trace bankruptcy proceedings.

Certain Transactions Relating to the Acquisition of General Felt

       In  connection  with Foamex L.P.'s  acquisition  of General Felt in March
1993, Trace and General Felt entered into the GFI  Reimbursement  Agreement,  as
defined therein, pursuant to which Trace has agreed to reimburse General Felt on
a pro rata basis  reflecting  the period of time each has  occupied the facility
for costs  relating  to the cleanup  plan for a facility in Trenton,  New Jersey

                                       15

<PAGE>

formerly owned by General Felt. In connection with the GFI Transaction,  the GFI
Reimbursement  Agreement was assigned by General Felt to Foamex Carpet.  A claim
has  been  filed in the  Trace  bankruptcy  proceeding  for  approximately  $0.6
million.

Trace Promissory Notes

       Prior to 1999, Trace had borrowed $9.8 million from Foamex L.P.  pursuant
to the terms of two promissory  notes (the "Trace  Notes").  The Trace Notes are
due and  payable on demand or, if no demand is made,  on July 7, 2001,  and bear
interest  at 2 3/8% plus  three-month  LIBOR,  as  defined,  per  annum  payable
quarterly  in  arrears.  Trace is in default on the Trace  Notes and a claim has
been filed for the full amount in the Trace bankruptcy proceedings.

New York Office Sublease

       Prior to September 30, 1999, Foamex L.P. subleased to Trace approximately
5,900 square feet of general,  executive and administrative  office space in New
York,  New York.  The terms of the lease  were  substantially  the same terms as
Foamex L.P. leased such space from a third party lessor.  The Company has closed
the New York office and Foamex L.P.  subleased  the premises to a third party at
an amount in excess of Foamex  L.P.'s lease  commitment.  A claim has been filed
for  approximately   $2.4  million  of  unpaid  rent  in  the  Trace  bankruptcy
proceedings.

Pico Rivera Lease

       In  connection  with the GFI  Transaction,  Foam  Funding  LLC and Foamex
Carpet  entered into a lease,  dated as of February 27, 1998,  pursuant to which
Foam Funding LLC leases to Foamex  Carpet the  premises  located in Pico Rivera,
California  for an initial term ending on December  31, 2004,  which term may be
extended for  consecutive  one-year  periods  commencing  on January 1, 2005 and
expiring on December 31, 2007. The lease is a net lease and Foamex Carpet has no
right  to  terminate  for any  reason  during  the  term  and all  expenses  and
impositions in connection with the premises are the obligation of Foamex Carpet.
The basic,  or fixed,  rent is  approximately  $0.4  million  per year.  If Foam
Funding  LLC  desires to sell or convey all or any part of the leased  premises,
and Foam Funding LLC obtains a bona fide arms'  length  written  purchase  offer
from a third  party  (the  "Offer"),  Foamex  Carpet may elect to  purchase  the
portion of the leased  premises which is the subject of the Offer on the precise
terms and  conditions  of the  Offer.  Foamex  Carpet  also has the  right  (the
"Option")  at any time  during the term to purchase  all of the leased  premises
from Foam Funding LLC for a purchase price which is determined to be fair market
value on the date of the  exercise of the Option as  determined  by an appraisal
made by two independent qualified  appraisers,  one selected by Foam Funding LLC
and one selected by Foamex Carpet.

Investments - Retirement Plan

       Prior to 1999, the Company's  Retirement Plan had invested  approximately
$5.0  million in shares of Trace  Global  Opportunities  Fund,  which  primarily
invested in companies  organized or operating  outside the G-7 markets and was a
related party to Trace. In 1999, Trace divested its interest in the Trace Global
Opportunities  Fund.  The fund changed its name to the GLS Global  Opportunities
Fund, which is not a related party to the Company. Prior to 1999, 250,000 shares
of UAG,  which is a related  party to Trace,  were  purchased  by the  Company's
Retirement Plan for approximately $4.8 million.  The value of the UAG shares was
$2.2 million at December 31, 1999.

Investments

       Prior to 1999, the Company  purchased a $2.0 million  investment in Trace
Global Opportunities Fund. In 1999, the investment was sold for $0.9 million.

                                       16
<PAGE>
                                   SIGNATURES

            Pursuant  to  the  requirements  of  Section  13 of  the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the  undersigned,  thereunto duly authorized as of the 28th day of
April 2000.

                                    FOAMEX INTERNATIONAL INC.


                                    By: /s/ John G. Johnson, Jr.
                                        ------------------------
                                    Name:  John G. Johnson, Jr.
                                    Title: President and Chief Executive Officer


                                    By: /s/ David J. Prilutski
                                    Name:  David J. Prilutski
                                    Title: Senior Vice President, Planning
                                             and Acting Chief Financial Officer


                                    By: /s/ Robert S. Graham, Jr.
                                        -------------------------
                                    Name:  Robert S. Graham, Jr.
                                    Title: Senior Vice President, Corporate
                                             Controller and Chief Accounting
                                             Officer




                                       17
<PAGE>


                                   SIGNATURES
                                   (continued)


            Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following  persons on its behalf by the
registrant and in the capacities and on the dates indicated:

Signature                       Title                           Date


/s/ Marshall S. Cogan           Chairman of the Board           April 28, 2000
-------------------------
     Marshall S. Cogan


/s/ Robert J. Hay               Chairman Emeritus               April 28, 2000
----------------------------    and Director
     Robert J. Hay


/s/ John G. Johnson, Jr.        President, Chief Executive      April 28, 2000
-------------------------        Officer and Director
    John G. Johnson, Jr.


/s/ Etienne Davignon            Director                        April 28, 2000
--------------------------
    Etienne Davignon


/s/ John H. Gutfreund           Director                        April 28, 2000
--------------------------
    John H. Gutfreund


/s/ Stuart J. Hershon           Director                        April 28, 2000
---------------------------
    Stuart J. Hershon


/s/ John Televantos             Chief Operating Officer,        April 28, 2000
---------------------------     President, Foam Business
John Televantos                 Group and Director


/s/ John V. Tunney              Director                        April 28, 2000
---------------------------
    John V. Tunney