Exhibit 4.13.2



                                     WAIVER

       WAIVER, dated as of May 6, 1999, (the "Effective Date") to the Promissory
Note, dated as of February 27, 1998 (as amended,  modified or supplemented  from
time to time, the "New GFI Note"),  payable to Foamex Carpet Cushion,  Inc. (the
"Issuer") to Foam Funding LLC (the "Lender") in the original principal amount of
$70,200,000.

       The Lender hereby  temporarily  waives  compliance by the Issuer with the
reporting  covenants contained within clauses (c) and (d) of Section 6.01 of the
New GFI Note,  to the  extent,  but only to the  extent,  of the  period of time
commencing on the date hereof and extending  through and including May 12, 1999.
As of May 13,  1999,  all such  reporting  covenants  shall be in full force and
effect as though compliance with such reporting covenants had never been waived.

       The Lender hereby  temporarily  waives  compliance by the Issuer with the
reporting  covenants  contained within clause (e) of Section 6.01 of the New GFI
Note, to the extent, but only to the extent, of the period of time commencing on
the date hereof and extending  through and including  June 30, 1999 (the "Waiver
Period").  As of July 1, 1999,  all such  reporting  covenants  shall be in full
force and effect as though  compliance  with such reporting  covenants had never
been waived.

       The Lender hereby  temporarily  waives  compliance by the Issuer with the
financial  covenants  contained  within  Article  IX of the New GFI  Note to the
extent,  but only to the extent,  of the Waiver Period.  As of July 1, 1999, all
such financial  covenants shall be in full force and effect as though compliance
with such financial covenants had never been waived.

       The Lender hereby temporarily waives the Event of Default, to the extent,
but  only to the  extent,  of the  Waiver  Period,  which  has  occurred  and is
continuing  under  Section  10.01(d) of the New GFI Note solely as it relates to
the  failure of the Issuer,  pursuant to Section  6.01(c) of the New GFI Note to
deliver  (a)  timely  audited  financial  statements  to the  Issuer  and (b) an
unqualified  audit  opinion.  As of July 1,  1999,  the  Event  of  Default,  if
continuing,  shall be  considered  and  treated as an Event of  Default  and all
rights,  privileges and remedies of the Lenders  relating  thereto under the New
GFI Note shall be fully  effective and  enforceable as if this temporary  waiver
period had never been granted.

       This Waiver  shall be governed by and  construed in  accordance  with the
laws of the  State of New York.  This  Waiver  may be  signed  in any  number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

       IN WITNESS  WHEREOF,  the undersigned have executed this Waiver as of the
date first written above.

                                         FOAMEX CARPET CUSHION, INC.



                                         By:   /s/ George L. Karpinski
                                              ------------------------
                                               Name:   George L. Karpinski
                                               Title:  Vice President


                                         FOAM FUNDING LLC


                                         By:   /s/ Tambra S. King
                                              -------------------
                                             Name:  Tambra S. King
                                             Title: Vice President