UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-K/A
                                 Amendment No. 1

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                    For the fiscal year ended January 2, 2005

                                       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 ]

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Securities Act of 1934).  YES  X   NO
                                                           ---     ---

     The aggregate market value of the voting stock held by nonaffiliates of the
registrant as of June 27, 2004, was $54.0 million.

     The number of shares  outstanding  of the  registrant's  common stock as of
March 31, 2005 was 24,509,728.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the Company's definitive proxy statement to be filed within 120
days  pursuant to Rule 12b-23 of the  Securities  and Exchange  Act of 1934,  as
amended.

<PAGE>




                            FOAMEX INTERNATIONAL INC.

                                      INDEX

                                                                 Page

Explanatory Note                                                    3

Part II
         Item 9A.  Controls and Procedures                          3

Part IV
         Item 15.  Exhibits, Financial Statement Schedules
                        and Reports on Form 8-K                     7

         Signatures                                                 8



The Registrant  will furnish a copy of any exhibit to this Annual Report on Form
10-K/A upon the payment of a fee equal to the Registrant's reasonable expense in
furnishing such exhibit.



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<PAGE>

Explanatory Note

     Foamex  International Inc. (the "Company") is filing Amendment No. 1 to its
Annual  Report on Form 10-K for the fiscal year ended January 2, 2005 (the "Form
10-K") to include  management's annual report on internal control over financial
reporting  and the  related  attestation  report  of  KPMG  LLP,  the  Company's
independent  registered  public accounting firm. These disclosures were excluded
from the Company's  previously  filed Form 10-K in reliance on the  Commission's
exemptive order in Release No.  34-50754,  which provided certain issuers with a
45-day extension for filing  management's  report and the independent  auditor's
attestation  report.  In  addition,  the  Company  is  filing  certain  required
exhibits.

PART II
ITEM 9A.  CONTROLS AND PROCEDURES

(a)  Evaluation of Disclosure Controls and Procedures

     Our management,  with the  participation of our Chief Executive Officer and
Chief Financial Officer,  evaluated the effectiveness of our disclosure controls
and  procedures  as of the end of the period  covered by this report.  The Chief
Executive  Officer  and  Chief  Financial  Officer  concluded  that,  due to the
material  weaknesses  described below, our disclosure controls and procedures as
of the end of the period  covered by this report were not  effective  to provide
reasonable  assurance  that the  information  required to be  disclosed by us in
reports  filed  under  the  Securities  Exchange  Act of 1934  is (i)  recorded,
processed,  summarized  and reported  within the time  periods  specified in the
SEC's rules and forms and (ii)  accumulated and  communicated to our management,
including  the  Chief  Executive  Officer  and  Chief  Financial   Officer,   as
appropriate, to allow timely decisions regarding disclosure.

(b)  Management's Annual Report on Internal Control over Financial Reporting

     We are  responsible for  establishing  and  maintaining  adequate  internal
control  over  financial  reporting  as  defined  in Rule  13a-15(f)  under  the
Securities  Exchange Act of 1934. Internal control over financial reporting is a
process designed to provide  reasonable  assurance  regarding the reliability of
financial  reporting and the  preparation  of financial  statements for external
purposes  in  accordance  with  generally  accepted  accounting  principles.   A
company's internal control over financial  reporting includes those policies and
procedures  that:  pertain to the  maintenance  of records  that,  in reasonable
detail,  accurately and fairly reflect the  transactions and dispositions of the
assets of the  company;  provide  reasonable  assurance  that  transactions  are
recorded  as  necessary  to  permit  preparation  of  financial   statements  in
accordance with generally accepted accounting principles,  and that the receipts
and  expenditures  of the  company  are  being  made  only  in  accordance  with
authorizations  of  management  and  directors  of  the  company;   and  provide
reasonable  assurance  regarding  prevention or timely detection of unauthorized
acquisition,  use,  or  disposition  of the  company's  assets that could have a
material effect on the financial statements.

     Because  of its  inherent  limitations,  internal  control  over  financial
reporting  may not prevent or detect  misstatements.  Also,  projections  of any
evaluation  of  effectiveness  to future  periods  are  subject to the risk that
controls may become  inadequate  because of changes in  conditions,  or that the
degree of compliance with the policies or procedures may deteriorate.

     We assessed  the  effectiveness  of our  internal  control  over  financial
reporting as of January 2, 2005. In making this assessment,  management used the
criteria  set forth in Internal  Control -  Integrated  Framework  issued by the
Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based
on this assessment, management has concluded that, as of January 2, 2005, we did
not maintain  effective  internal control over financial  reporting,  due to the
material weaknesses described below.

     A material  weakness is a control  deficiency,  or  combination  of control
deficiencies,  that  results  in more than a remote  likelihood  that a material
misstatement of the annual or interim financial statements will not be prevented
or  detected.  We  identified  the  following  two  material  weaknesses  in our
assessment of the effectiveness of internal control over financial  reporting as
of January 2, 2005:


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<PAGE>


     1.   Accounting  for  Inventory:  We  identified  a  material  weakness  in
          internal control  activities  associated with the accounting for labor
          and overhead variances  affecting amounts reported for work in process
          and finished  goods  inventories.  Our policies and procedures did not
          provide for an effective  review and analysis of a spreadsheet used to
          estimate the amount of labor and overhead variances to include in work
          in  process  and  finished  goods   inventories.   Specifically,   the
          ineffective  control did not prevent or detect an improper  formula in
          this  spreadsheet  resulting in a misstatement  of work in process and
          finished goods  inventories  which was corrected prior to the issuance
          of our consolidated financial statements as of January 2, 2005 and for
          the year then ended.  This  material  weakness  results in more than a
          remote  likelihood  that a  material  misstatement  of the  annual  or
          interim  financial  statements would not be prevented or detected on a
          timely basis by employees during the normal course of performing their
          assigned functions.

     2.   Accounting  for Income  Taxes:  We  identified a material  weakness in
          internal  control  over  financial  reporting in that our policies and
          procedures  did not provide for an effective  review of our accounting
          for  income  taxes.  As a  result  of this  deficiency,  an  error  in
          accounting for a valuation allowance associated with recorded deferred
          income tax assets  occurred at September 26, 2004 as follows:  the tax
          effect of the  valuation  allowance  related to the  recorded  minimum
          pension liability was charged directly to stockholders' deficiency and
          should have been included in the current  period  provision for income
          taxes.  We have restated our interim  financial  information as of and
          for the periods ended  September  26, 2004 to correct this error,  and
          filed a Form 10-Q/A on April 4, 2005.

     Our independent  registered  public  accounting firm, KPMG LLP, has audited
and issued their report on management's  assessment of our internal control over
financial reporting, which report appears in Item 9A(d) of this Form 10-K/A.

(c)  Changes in Internal Control over Financial Reporting

     During the quarter ended January 2, 2005, we strengthened our internal
controls over the following areas.

     o    Information  Technology:  Segregation of Duties and Information System
          Users.  In the fourth  quarter of 2004, we conducted a review of roles
          and responsibilities and user access within our information technology
          systems and identified certain users with  inappropriate  access. As a
          result,  we implemented  changes to tie user access to our information
          systems to user needs based on the roles and  responsibilities  of the
          user.  This  implementation  has  continued  into the first quarter of
          2005.  During the fourth quarter,  we also established a formal change
          management    process   to   ensure   that   when   employees   change
          responsibilities  or status their system access  requirements are also
          appropriately and promptly changed accordingly.

     o    Controls  over Fixed  Assets.  We did not have  adequate  policies  to
          address the process for taking  fixed assets  inventories.  During the
          fourth quarter of fiscal 2004, we implemented a policy with respect to
          the identification of potentially idle assets and the communication of
          the  need  to  assess  the   recoverability  of  such  assets  to  the
          appropriate company personnel for resolution or disposition.

     o    Non-Routine  Transactions  and  Significant  Agreements.   During  our
          review,  it was determined  that we did not have adequate  controls in
          place to ensure the proper accounting for certain  non-routine  events
          and significant agreements.  This issue is being addressed, as we have
          begun implementing  comprehensive  review processes and procedures for
          non-routine  events and  significant  agreements to ensure more robust
          reviews and proper accounting.

     Other than as  described  above,  no change in our  internal  control  over
financial  reporting  occurred  during the most recent  fiscal  quarter that has
materially affected,  or is reasonably likely to materially affect, our internal
control over financial  reporting.


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<PAGE>


     (d)  Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of
Foamex International Inc.:

We  have  audited   management's   assessment,   included  in  the  accompanying
Management's  Annual Report on Internal  Control over Financial  Reporting (Item
9A(b)),  that  Foamex  International  Inc.  (the  "Company")  did  not  maintain
effective  internal  control  over  financial  reporting  as of January 2, 2005,
because of the material  weaknesses in internal control over financial reporting
identified in management's assessment, based on criteria established in Internal
Control--Integrated   Framework   issued   by  the   Committee   of   Sponsoring
Organizations of the Treadway  Commission  (COSO).  The Company's  management is
responsible for maintaining  effective internal control over financial reporting
and for its assessment of the  effectiveness  of internal control over financial
reporting.   Our  responsibility  is  to  express  an  opinion  on  management's
assessment and an opinion on the effectiveness of the Company's internal control
over financial reporting based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain  reasonable  assurance  about whether  effective
internal  control  over  financial  reporting  was  maintained  in all  material
respects. Our audit included obtaining an understanding of internal control over
financial reporting,  evaluating management's assessment, testing and evaluating
the design and operating  effectiveness of internal control, and performing such
other  procedures as we considered  necessary in the  circumstances.  We believe
that our audit provides a reasonable basis for our opinion.

A company's  internal control over financial  reporting is a process designed to
provide reasonable  assurance  regarding the reliability of financial  reporting
and the preparation of financial  statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial  reporting  includes those policies and procedures that (1) pertain to
the  maintenance  of records that, in reasonable  detail,  accurately and fairly
reflect the  transactions  and  dispositions  of the assets of the company;  (2)
provide  reasonable  assurance  that  transactions  are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting  principles,  and that receipts and  expenditures  of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of  unauthorized  acquisition,  use, or  disposition  of the company's
assets that could have a material effect on the financial statements.

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

A  material  weakness  is  a  control  deficiency,  or  combination  of  control
deficiencies,  that  results  in more than a remote  likelihood  that a material
misstatement of the annual or interim financial statements will not be prevented
or detected.  The following two material  weaknesses  have been  identified  and
included in management's assessment as of January 2, 2005:

     The Company  identified a material weakness in internal control  activities
     associated with the accounting for labor and overhead  variances  affecting
     amounts  reported for work in process and finished goods  inventories.  The
     Company's  policies and procedures did not provide for an effective  review
     and  analysis of a  spreadsheet  used to  estimate  the amount of labor and
     overhead  variances  to  include  in work in  process  and  finished  goods
     inventories.  Specifically,  the  ineffective  control  did not  prevent or
     detect an improper formula in this spreadsheet, resulting in a misstatement
     of work in process and finished goods  inventories.  This material weakness
     results in more than a remote  likelihood  that a material  misstatement of
     the  annual


                                       5
<PAGE>


     or interim  financial  statements  would not be  prevented or detected on a
     timely  basis by employees  during the normal  course of  performing  their
     assigned functions.

     The  Company  identified  a material  weakness  in  internal  control  over
     financial  reporting in that their  policies and procedures did not provide
     for an effective  review of their  accounting for income taxes. As a result
     of this  deficiency,  an  error in  accounting  for a  valuation  allowance
     associated  with  recorded  deferred  income tax assets  occurred  as of an
     interim  period.  Specifically,  the tax effect of the valuation  allowance
     related to the recorded  minimum pension  liability was charged directly to
     stockholders'  deficiency  and should  have been  included  in the  current
     period  provision  for income  taxes.  The Company has restated its interim
     financial information as of and for the periods ended September 26, 2004 to
     correct this error.

We also have  audited,  in accordance  with the standards of the Public  Company
Accounting   Oversight  Board  (United  States),   the  consolidated   financial
statements  of the  Company as of  January 2, 2005 and for the fiscal  year then
ended. The aforementioned material weaknesses were considered in determining the
nature,  timing,  and extent of audit  tests  applied in our audit of the fiscal
2004  consolidated  financial  statements,  and this  report does not affect our
report  dated April 4, 2005,  which  expressed an  unqualified  opinion on those
consolidated financial statements.

In our  opinion,  management's  assessment  that the  Company  did not  maintain
effective  internal  control over financial  reporting as of January 2, 2005, is
fairly  stated,  in all  material  respects,  based on criteria  established  in
Internal  Control--Integrated  Framework  issued by the  Committee of Sponsoring
Organizations of the Treadway Commission (COSO).  Also, in our opinion,  because
of the effect of the material  weaknesses  described above on the achievement of
the objectives of the control criteria, the Company has not maintained effective
internal  control  over  financial  reporting  as of January  2, 2005,  based on
criteria  established in Internal  Control--Integrated  Framework  issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO).



/s/ KPMG LLP



Philadelphia, Pennsylvania
April 29, 2005


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PART IV
ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

Exhibits.


23.2*  - Consent of Independent Registered Public Accounting Firm, KPMG LLP.

31.1*  - Certification of Chief Executive Officer pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002.

31.2*  - Certification of Chief Financial Officer pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002.

32.1*  - Certification of Chief Executive Officer pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002.

32.2*  - Certification of Chief Financial Officer pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002.

----------------
*      Filed herewith.



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<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 29th day of April 2005.

                                 FOAMEX INTERNATIONAL INC.


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


                                 By:      /s/ K. Douglas Ralph
                                          --------------------------------------
                                 Name:    K. Douglas Ralph
                                 Title:   Executive Vice President and
                                          Chief Financial Officer


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