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, 2000

                                       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. [ ]

       The aggregate  market value of the voting stock held by  nonaffiliates of
the registrant as of March 2, 2001, was $50.2 million.

       The number of shares  outstanding of the registrant's  common stock as of
March 15, 2001 was 23,559,994.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

                                       1
<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 24, 2001

         Except for  Virginia A.  Kamsky,  Raymond E. Mabus and Steven B. Sharpe
who have been elected as directors of the Company by the Board of Directors, all
directors  have been  elected at the 2000 Annual  Meeting of  Stockholders.  All
directors are expected to serve in such capacity  until the 2001 Annual  Meeting
of Stockholders and until their successors have been duly elected and qualified.

Name and Principal         Age and Biographical Information
 Occupation
MARSHALL S. COGAN          Marshall S. Cogan,  63, has been the  Chairman of the
 Chairman of the Board     Board of the  Company  since March  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  under Chapter 11 for
                           relief under the Bankruptcy Code in the United States
                           Bankruptcy  Court for the  Southern  District  of New
                           York. Subsequently, on January 24, 2000, an order was
                           signed  converting the Trace  bankruptcy from Chapter
                           11 to Chapter 7 of the Bankruptcy Code. A trustee was
                           appointed  to  oversee  the  liquidation  of  Trace's
                           assets.  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 Kroll-O'Gara  Company,  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,  68,  has been a  director  of the
 Vice-Chairman of Societe  Company since December  1993.  Mr.  Davignon has been
 Generale de Belgique      the Vice-Chairman of Societe Generale de Belgique,  a
                           holding  company,  since February 2001. Mr.  Davignon
                           has been a director of its  subsidiary  Recticel s.a.
                           ("Recticel"),  a European  multinational  producer of
                           polyurethane foam, since April 1989. Mr. Davignon was
                           the  Chairman of Societe  Generale  de Belgique  from
                           April 1989 to February 2001. 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. He currently serves as a
                           director of, among other  companies,  FORTIS,  Gilead
                           Sciences,  Suez, and Solvay s.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.



                                       2
<PAGE>



ROBERT J. HAY              Robert J. Hay, 75, has been the Chairman Emeritus and
  Chairman Emeritus        a director  of the  Company  since its  inception  in
                           September  1993.  Mr.  Hay  serves as a  director  of
                           Foamex Asia, Inc.  ("Foamex  Asia"),  a subsidiary of
                           the  Company.  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,  63, has been a  director  of the
  Orthopedic Surgeon       Company since December 1993. Dr. 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.


VIRGINIA A. KAMSKY         Virginia  A.  Kamsky,  47, has been a director of the
 Chief Executive Officer   Company  since  December  2000.  Ms.  Kamsky  founded
 and Chairman of the       Kamsky Associates, Inc., a New York and Beijing based
 Board of Kamsky           consulting   firm.   She  has  served  as  the  chief
 Associates, Inc.          executive officer and chairman of the board of Kamsky
                           Associates,  Inc.  since 1980.  Ms.  Kamsky began her
                           career at Chase Bank where she served as a credit and
                           lending officer in Tokyo,  New York and Beijing.  Ms.
                           Kamsky  is  a  member  of  the   Council  on  Foreign
                           Relations  and  is  a  director  and  member  of  the
                           executive  committee  of the  National  Committee  on
                           U.S.-China  Relations.  She also is a  member  of the
                           Advisory  Committee  for  AmeriCares,  and a founding
                           governor  of the  American  Chamber  of  Commerce  in
                           Beijing.  She serves as a member of the University of
                           Richmond  Board of  Trustees  and has  served  on the
                           Board of Trustees of Princeton University,  including
                           its Executive and Finance Committees.


RAYMOND E. MABUS           Raymond E.  Mabus,  52,  has been a  director  of the
 President of Global       Company  since  September  2000.  Mr. Mabus served as
 Resources Division of     U.S.  ambassador  to the Kingdom of Saudi Arabia from
 Frontline Group, Ltd.,    1994 to 1996.  In 1987,  he was  elected  governor of
 and of counsel  Baker,    Mississippi  and  served  from  1988 to  1992.  After
 Donelson, Bearman         leaving  public  service in 1996, he joined the board
 & Caldwell.               of directors of an employee  training  service called
                           International  Management & Development  Group, Ltd.,
                           now  operating  as the Global  Resources  Division of
                           Frontline   Group,   Ltd.  Mr.  Mabus  has  been  the
                           President of Global Resources Division since 1998. He
                           is also active in the family  timber  business and is
                           of  counsel  to  the  national  law  firm  of  Baker,
                           Donelson, Bearman & Caldwell. Mr. Mabus serves on the
                           Board  of  Directors  of  The  Kroll-O'Gara  Company,
                           Friede Goldman  Halter,  Inc., and serves on a number
                           of civic boards.

STEVEN B. SHARPE           Steven B.  Sharpe,  47, was elected a director of the
 Executive                 Company on April,  24,  2001.  Mr Sharpe has been the
 Vice-President,           Executive Vice-President of The Kroll-O'Gara Company,
 The Kroll-O'Gara          a provider  of products  and  services  for  security
 Company                   needs,  since  1998.  Mr.  Sharpe  is  also  Managing
                           Director of the EBS Corporation,  a private strategic
                           and management consulting company. From 1986 to 1998,
                           Mr.  Sharpe  was a  senior  partner  of the law  firm
                           Davies,  Ward & Beck,  located in  Toronto,  Ontario,
                           Canada.  Mr. Sharpe  currently  serves as a member of
                           the  Board  of  Directors  of  Security  Technologies
                           Group,   Inc.,  and  Altamira   Investment   Services
                           Limited.




                                       3
<PAGE>

JOHN TELEVANTOS            John  Televantos,  48,  has  been a  director  of the
President  and Chief       Company since April 2000.  Mr.  Televantos has served
Executive  Officer of the  as  President  and  Chief  Executive  Officer  of the
 Company                   Company since January 30, 2001.  Prior to his current
                           position,  he was the  Chief  Operating  Officer  and
                           President of the Company's  Foam Business  Group from
                           April 2000 to January 2001. Mr. Televantos joined the
                           Company as President of the  Company's  Foam Business
                           Group in June 1999. Prior to joining the Company, Mr.
                           Televantos was Vice President,  Development  Business
                           for  Lyondell  Chemical  Company,  which he joined in
                           1998  following  the  company's  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,  66,  has  been a  director  of the
 Chairman of the Board of  Company  since May 1994.  Mr.  Tunney  has  served as
 Cloverleaf Group, Inc.    Chairman  of the Board of  Foamex  Asia  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 his U.S.  Senate  term,  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 Swiss Army Brands, Inc.

b.  Executives as of April 24, 2001

<TABLE>
<CAPTION>
Name                           Age          Position(s) Held
----                           ---          ----------------
<S>                            <C>          <C>
Marshall S. Cogan              63           Chairman of the Board
Norma B. Carter                53           Executive Vice President, General Counsel and Corporate Secretary
Lawrence G. Davenport          59           Executive Vice President, Chief Information Officer
Stephen Drap                   51           Executive Vice President, Technical Products
Theodore J. Kall               60           Executive Vice President and President,  Carpet Cushion
Darrell Nance                  48           Executive Vice President, Foam Products (Western Region)
Lee C. Stewart                 52           Executive Vice President and Chief Financial Officer
John Televantos                48           President, Chief Executive Officer and Director
James T. Van Horn              55           Senior Vice President, Human Resources
Arthur H. Vartanian            47           Executive Vice President, Automotive Products
Pratt W. Wallace, Jr.          41           Executive Vice President, Foam Products (Eastern Region)
</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  and Mr.
Televantos, each of whose biography is set forth above under "Directors").



                                       4
<PAGE>

       Norma B. Carter has been Executive Vice  President,  General  Counsel and
Corporate  Secretary since March 2001. From 1998 until joining the Company,  Ms.
Carter served as Vice  President,  General  Counsel and  Corporate  Secretary of
Vlasic Foods  International  Inc. Ms. Carter  joined Vlasic Foods  International
Inc. following its spin-off from Campbell Soup Company,  where she served in the
legal department from 1981 until 1998, most recently as Vice President-Legal. On
January 29, 2001, Vlasic Foods International Inc. filed a petition under Chapter
11 for relief under the U.S. Bankruptcy Code.

       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.,
which was a recycling and waste management concern,  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.  Mr.  Drap  served as Vice  President,  Manufacturing  and  Customer
Service,  Technical Products from July 1997 until March 1998. Prior to that, Mr.
Drap held various management positions since joining the Company in 1980.

       Darrell Nance has been Executive Vice President,  Foam Products  (Western
Region) since 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"), a polyurethane foam manufacturer. 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.

       Theodore J. Kall has been Executive Vice President and President,  Carpet
Cushion  since  January  2001.  During 2000,  Mr. Kall was a  consultant  to the
Company and to the carpet cushion  industry.  Mr. Kall previously worked for the
Company from 1995 to 1999 as President of the carpet  cushion  business and from
1993 to 1995 as National Accounts Manager for the carpet cushion business.

       Lee C. Stewart has been  Executive  Vice  President  and Chief  Financial
Officer  since April 2001.  From 1996 until  joining the  Company,  Mr.  Stewart
served as Vice President, Treasury with the Union Carbide Corporation. From 1986
to 1996, Mr. Stewart was a Senior Managing Director of Bear, Stearns & Co. Inc.

       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 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 Executive Vice  President,  Foam Products
(Eastern   Region)  since  January  1999,  and  was  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.


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.



                                       5
<PAGE>

       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,  except for the late
filings of Form 4's filed on behalf of Mr. Televantos, Mr. Drap and Mr. Johnson.
















                                       6
<PAGE>



       ITEM 11.  EXECUTIVE COMPENSATION


       The following Summary Compensation Table contains information  concerning
annual and long-term compensation provided to the Chief Executive Officer during
2000 and each of the four next most highly compensated executive officers of the
Company as of the end of 2000 (collectively, the "Named Executive Officers").

<TABLE>
<CAPTION>
                                              Summary Compensation Table (1)

                                                                              Long-Term
                                       Annual Compensation            Compensation Awards
                                                                       Securities Underlying         All Other
Name and Principal Position      Year       Salary      Bonus               Options/SARs         Compensation
---------------------------      ----    ----------- ----------       -------------------------- ------------
<S>                               <C>     <C>         <C>                    <C>                <C>
Marshall S. Cogan                 2000    $850,000    $100,000               107,000            $        --
  Chairman of the Board           1999     850,000          --                    --                     --
                                  1998     850,000     300,000                    --                     --

John G. Johnson, Jr. (2) (3)      2000    $558,500    $110,740               107,000            $        --
  President and Chief             1999     392,308     250,000               750,450                  3,200
  Executive Officer

John Televantos (3) (4)           2000    $342,865    $100,000                86,000                 $2,387
  President, Foam Business        1999     161,539     185,000               100,000                  1,600
  Group

Pratt W. Wallace, Jr. (3)         2000    $199,165    $ 50,000                43,000                 $1,684
  Executive Vice President,       1999     175,659     134,041                10,000                  1,600
  Foam Products                   1998     166,009     139,554                    --                  4,336
  (Eastern Region)

Darrell Nance (3)                 2000    $196,663     $30,000                38,000               $  1,591
  Executive Vice President,       1999     182,884     126,655                10,000                  1,600
  Foam Products                   1998     173,173      75,849                    --                     --
  (Western Region)
-------------------
<FN>
(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 and
     resigned on January 30, 2001.

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

(4)  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.  On January 30, 2001, Mr Televantos was named  President and Chief
     Executive Officer of the Company.
</FN>
</TABLE>


                                       7
<PAGE>




Employment Agreements

       The Company has employment  agreements with the following Named Executive
Officers:  John  Televantos,  Marshall  S.  Cogan and John G.  Johnson,  Jr. 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.  In  connection  with the election of Mr.
Televantos as President and Chief Executive Officer of the Company,  the Company
amended the  employment  agreement  with Mr.  Televantos  on February  23, 2001,
effective as of January 29, 2001. The amended 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  amended
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
$500,000 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 100% of his  salary;  the  actual  amount  of the bonus is based on the
attainment of certain performance targets. The agreement provides that the bonus
paid to Mr.  Televantos for 2001 will not be less than $250,000.  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.

       The amended employment agreement provides for the grant by the Company to
Mr. Televantos during 2001 of options to purchase 50,000 shares of common stock,
which vest at a rate of 10,000  options  per year.  Mr.  Televantos  was granted
options to purchase  100,000  shares of common  stock of the Company on February
23, 2001.  One-third of the options vest on each of the third, fourth, and fifth
anniversaries of the February 23, 2001 grant.  Additionally,  Mr. Televantos was
granted  options to purchase  200,000  shares of common  stock of the Company on
February 23, 2001, (the "Performance Options").  The Performance Options vest on
the  earlier of the  following  two  events.  (1) the third  anniversary  of the
February 23, 2001 grant,  but only with  respect to a number of the  Performance
Options equal to 100% of the  Performance  Options  reduced by 12.5% for each of
the eight calendar quarters,  beginning on April 1, 2001, in which the Company's
subsidiaries  fail to comply  with  certain  financial  covenants  contained  in
certain debt agreements and (2) regardless of the performance criteria described
in (1) above, as to 100% of the Performance  Options, on the seventh anniversary
of the February 23, 2001 grant. All option grants  discussed above included,  or
are anticipated to include,  an exercise price equal to the fair market value of
a share of common stock on the grant date.  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 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 employees, customers or clients of the Company.




                                       8
<PAGE>


       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.

       Former Employees

       In connection with the  resignation of Mr. Johnson,  on January 30, 2001,
the Company entered into a termination  agreement (the  "Termination and Release
Agreement").  The Termination and Release Agreement  provided for the payment to
Mr. Johnson of (i) $815,000, less applicable withholding and deductions and (ii)
$500,000, less applicable withholding and deductions to be paid over a six month
period  commencing on February 1, 2002. The option to purchase 375,225 shares of
common stock granted on April 20, 1999,  discussed below, was modified to extend
the scheduled  expiration  date of 250,000 shares through  January 31, 2006. The
option to acquire  375,225  shares of common  stock  granted on March 29,  1999,
discussed  below,  and the  remainder of the options  granted on April 20, 1999,
became  fully  vested as of  January  30,  2001 and remain  exercisable  through
January 31, 2002.  Both the option to acquire  53,500  shares of Company  common
stock  granted  on April 26,  2000 and the option to  acquire  53,500  shares of
Company  common  stock  on  August  4,  2000,   expired  on  January  30,  2001.
Additionally,  Mr. Johnson will continue to receive any health care or insurance
benefits  for a period of up to eighteen  months.  The  Termination  and Release
Agreement prohibits Mr. Johnson from disclosing any confidential  information of
the Company.  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
employees, customers 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  provided  for an
initial term of two years commencing on March 16, 1999. The employment agreement
provided that as compensation for all services rendered by Mr. Johnson, he would
receive  an annual  salary at the rate of at least  $500,000  per  annum,  which
salary was reviewed  annually by the  Compensation  Committee of the Board.  Mr.
Johnson  was  entitled  to earn an annual  bonus of up to  $500,000;  the actual
amount of the bonus was based on the attainment of certain  performance  targets
for that year.  The agreement  provided  that the bonus paid to Mr.  Johnson for
1999 would not be less than $250,000.  Also, Mr. Johnson participated in certain
employee or executive  benefit  plans and received  certain  other  perquisites,
including an automobile lease  allowance.  Mr.  Johnson's  employment  agreement
further  provided  for the grant by the  Company  to Mr.  Johnson  of options to
purchase  750,450  shares of common  stock of the  Company.  On March 29,  1999,
375,225 options were granted and on April 20, 1999, another 375,225 options were
granted.  These  options were to vest in equal  installments  on March 16, 2000,
March 16, 2001 and March 16, 2002.  Accelerated  vesting  provisions for options
were  provided  for  "change  in  control"   transactions  as  well  as  certain
termination events.



                                       9
<PAGE>

1993 Stock Option Plan, As Amended

       The following table provides  information on option grants in 2000 to the
Named Executive Officers.

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 (#)      Fiscal Year       ($/Sh)          Date        Present Value (1)
                             -------------     -----------   ----------     ---------       -----------------
<S>                                <C>            <C>          <C>         <C>   <C>           <C>
Marshall S. Cogan                  53,500         6.7%         $5.0625     04/26/10            $115,560
Marshall S. Cogan                  53,500         6.7%         $6.5625     08/04/10            $148,730
John G. Johnson, Jr.               53,500         6.7%         $5.0625     04/26/10            $115,560
John G. Johnson, Jr.               53,500         6.7%         $6.5625     08/04/10            $148,730
John Televantos                    38,000         4.7%         $5.0625     04/26/10             $82,080
John Televantos                    48,000         6.0%         $6.5625     08/04/10            $133,440
Pratt W. Wallace, Jr.              23,000         2.9%         $5.0625     04/26/10             $49,680
Pratt W. Wallace, Jr.              20,000         2.5%         $6.5625     08/04/10             $55,600
Darrell Nance                      18,000         2.2%         $5.0625     04/26/10             $38,880
Darrell Nance                      20,000         2.5%         $6.5625     08/04/10             $55,600
<FN>

(1)  Based on the  Black-Scholes  option  price model.  Assumptions  included an
     expected  life of three  years,  expected  volatility  of  55.0%,  expected
     dividend yield of 0% and an average risk-free interest rate of 6.11%.
</FN>
</TABLE>

Aggregate Option Values

         The following  table sets forth, as of December 31, 2000, 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 2000.
<TABLE>
<CAPTION>
                   Aggregate Fiscal Year-End Option/SAR Values

                             Number of Securities Underlying Unexercised        Value of Unexercised In-the-Money
                                   Options/SARs at Fiscal Year End              Options/SARs at Fiscal Year End(1)
                            ----------------------------------------------    ---------------------------------------
     Name                         Exercisable            Unexercisable          Exercisable          Unexercisable
    ------                        -----------            -------------          -----------          -------------
<S>                                 <C>                     <C>                       <C>              <C>
Marshall S. Cogan                   431,667                 175,333                   $ -              $ 16,719

John G. Johnson, Jr.                250,150                 607,300                   $ -              $ 16,719

John Televantos                      20,000                 166,000                   $ -              $ 11,875

Pratt W. Wallace, Jr.                 8,000                  55,000                   $ -              $  7,187

Darrell Nance                         8,000                  50,000                   $ -              $  5,625
<FN>

(1)  As of December 31, 2000, the market value of the Company's common stock was
     $5.375 per share.
</FN>
</TABLE>




                                       10
<PAGE>

Pension Plan

       The  Foamex  L.P.  Salaried  Pension  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.

       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 ($80,400 in 2001).  The pension amount is expressed as a life
annuity with certain benefits continuing to the spouse, if applicable.

<TABLE>
<CAPTION>
                               Pension Plan Table

                            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
2001 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
2000 and 1999,  the  compensation  used as a basis for  computing the pension of
each of the Named Executive Officers in the Summary  Compensation Table and that
were  employees  at April 24,  2001,  was as follows:  Mr.  Cogan,  $170,000 and
$160,000, respectively; Mr. Televantos, $170,000 and $160,000, respectively; Mr.
Wallace,  $170,000  and  $160,000  respectively;  and Mr.  Nance,  $170,000  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 Named Executive  Officers in the
Summary  Compensation  Table and that were  employees  at April 24,  2001 are as
follows: Mr. Cogan,  $23,517;  Mr. Televantos $48,772; Mr. Wallace,  $69,203 and
Mr. Nance, $51,249. These amounts assume the employees continue their employment
with the Company at present  salary  levels until normal  retirement  age. As of
December  31, 2000,  the Named  Executive  Officers in the Summary  Compensation
Table and that were  employees at April 24, 2001 had been credited with years of
service  under the  Retirement  Plan as follows:  Mr.  Cogan,  7.83  years;  Mr.
Televantos, 1.58; Mr. Wallace, 2.5 years; and Mr. Nance, 2.5 years.

         During,  2001, the Board of Directors  approved the implementation of a
non-qualified supplemental executive retirement plan (the "SERP") for Mr. Cogan,
certain  other  Named  Executive  Officers,  as well  as  several  other  senior
executive  officers of the Company.  The SERP will provide  retirement  benefits
that supplement the retirement  benefits provided under the Retirement Plan. The
SERP will become effective on May 15, 2001, and will provide retirement benefits
that the  Retirement  Plan is unable to provide  due to  Internal  Revenue  Code
limitations  on  pensionable  earnings  and  benefits.  The  Company  expects to
finalize the SERP document by the end of the second quarter of 2001.

         During  2001,  the Board of Directors  authorized  the Company to enter
so-called  "split dollar" life insurance  arrangements  with Mr. Cogan,  certain
other  Named  Executive  Officers,  as well as several  other  senior  executive
officers of the Company.  Pursuant to these  arrangements,  the Company will pay
the premiums on the life insurance  contracts  purchased by or on behalf of each
of the  covered  executives.  The  covered  executives  will  receive  life-time
benefits and/or death benefit  protection and the Company expects to recover its
premium payments (without  interest)  following the death of each of the covered
executives.  As of the date of this filing, the definitive documentation for the
split  dollar  arrangements  have not been  completed  and the  underlying  life
insurance contracts have not been purchased.

                                       11
<PAGE>

       During 2001, the  implementation of a supplemental  executive  retirement
plan was approved for Mr. Cogan and certain  other  executives.  A  supplemental
executive  retirement  plan  document will be finalized  and is  anticipated  to
become effective by the end of the second quarter of 2001.

IRS Limitations

       Under the Internal  Revenue Code, a participant's  compensation in excess
of $170,000 (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 2000
was $135,000,  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  and any  committee  meeting  attended  by such  Outside
Director.  In  addition,  Outside  Directors  who  serve as a  Chairperson  of a
Committee  receive  additional  compensation in the value of $10,000 to be split
equally between common stock of the Company and cash. Outside Directors are also
eligible for annual compensation in the form of options to purchase common stock
of the Company.  Accordingly,  on December 18, 2000, Mr. Davignon,  Mr. Hay, Dr.
Hershon,  Ms. Kamsky,  Mr. Mabus and Mr. Tunney were each granted 10,000 options
to purchase shares of the Company's  common stock. The options vest at a rate of
20% per year over a  five-year  period,  and expire in ten years.  These  option
grants  included an exercise  price equal to the fair market value of a share of
common stock on the grant date.

       Currently,  there are seven  Outside  Directors  of the  Company  and two
employee  directors.  Although Mr. Tunney is the Chairman of the Board of Foamex
Asia, he is considered an Outside  Director because he is not an employee of the
Company.  During 2000,  Mr.  Tunney  received a fee of $10,000 per month and was
awarded 25,000 options to purchase common stock of the Company in  consideration
for  consulting  services,  which  are  separate  from  his  directorship  role.
Beginning in 2001,  Mr. Tunney will receive an additional  $10,000 per month for
expenses incurred in connection with his consulting services.  In addition,  the
Company  maintains  an  apartment  that is used by Mr.  Tunney  while on Company
business.  Rent expense  incurred by the Company in 2000 was $0.2  million.  Mr.
Tunney also  serves as the  Chairman of Foamex Asia and has a 5% interest in the
value of the  Company's  equity  interest  in the  joint  venture  in Asia.  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.

Compensation Committee Interlocks and Insider Participation

       The  Compensation  Committee  of the  Company's  Board  of  Directors  is
comprised  entirely of Outside  Directors.  No employee of the Company serves on
the Compensation Committee. The Company is not aware of any other corporation in
which  both (i) an  executive  officer  of the  Company  serves  on the board of
directors  and/or  compensation  committee  and (ii) a director  of the  Company
serves as an executive officer.  See the section entitled "Consulting Services -
Mr. Tunney", included in Item 13 Certain Relationships and Related Transactions,
for a discussion of certain transactions between the Company and Mr. Tunney, the
Chairman of the Compensation Committee.


                                       12
<PAGE>




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 2, 2001,
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)
-------------------------------------                         -----------------------------------------------------
<S>                                                                  <C>                         <C>
                                                                    Number of Shares       % of Class Outstanding
The Bank of Nova Scotia (3)                                            5,750,426                   24.4
44 King Street West
Scotia Plaza, 8th Floor M5H 1H1
Toronto, Ontario, Canada

Rus, Inc. (5)                                                          2,684,903                   11.4
Avenue des Pleiades 15
B -1200
Brussels, Belgium

Genfina S.A. (6)                                                       1,592,671                    6.8
Rue Royale 30
1000
Brussels, Belgium

Stephens Inc. (7)                                                      1,277,100                    5.4
111 Center Street
Little Rock, Arkansas 72201

Apollo Advisors, L.P. (4)                                              1,267,536                    5.4
2 Manhattanville Road
Purchase, New York 10577

Marshall S. Cogan (8)                                                    853,667                    3.6

Etienne Davignon                                                          20,836                    *

Robert J. Hay                                                              4,944                    *

Stuart J. Hershon (9)                                                     13,646                    *

Virginia A. Kamsky                                                             -                    *

Raymond E. Mabus                                                               -                    *

Steven B. Sharpe                                                               -                    *

John V. Tunney (10)                                                        9,000                    *

John Televantos (8)                                                       52,404                    *

Pratt W. Wallace, Jr. (8)                                                 15,000                    *

Darrell Nance (8)                                                         18,429                    *

All executive officers and directors as a group                        1,045,133                    4.3
(18 persons) (3)(8)(9)(10)
------------------
* Less than 1%.


                                       13
<PAGE>

<FN>
(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)  The Bank of Nova Scotia also owns 15,000 shares of Series B Preferred Stock
     of the Company,  which represents 100% of the outstanding shares.  Series B
     Preferred  Stock is non-voting,  non-redeemable  and  convertible  into 100
     shares of the  Company's  common  stock.  The  conversion  feature  is only
     available if the conversion  would not trigger a "change of control" event,
     as discussed in Note 1 to the consolidated financial statements.

(4)  Apollo  Advisors,  L.P.  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.  All
     information  relating to the beneficial ownership of Common Stock by Apollo
     Advisors,  L.P. was taken from a Schedule  13D/A filed with the  Securities
     Exchange Commission on April 13, 2001.

(5)  Rus,  Inc.  is a  subsidiary  of  Recticel,  a European  polyurethane  foam
     manufacturer and 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 77,400 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 14, 2001.

(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) 431,667 of such shares have been
     included  for Mr.  Cogan,  (ii)  40,000  shares  of such  shares  have been
     included for Mr. Televantos, (iii) 10,000 of such shares have been included
     for Mr.  Wallace,  (iv) 10,000 of such shares  have been  included  for Mr.
     Nance and (v) 511,767 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>


                                       14
<PAGE>

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  2000.  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, 2000,  operating accounts  receivables from Trace were
approximately  $2.7 million  against  which an  allowance  has been taken by the
Company as a result of the financial condition of Trace.

Consulting Services - Mr. Tunney

       John V. Tunney, a director of the Company,  acts as a business advisor to
the Company. In exchange for his services during 2000, Mr. Tunney received a fee
of $10,000 per month and was awarded 25,000 options to purchase  common stock of
the  Company,  which  are  separate  from his  directorship  role.  The  Company
maintains an  apartment  that is used by Mr.  Tunney while on Company  business.
Rent expense incurred by the Company in 2000 was $0.2 million. In addition,  Mr.
Tunney  serves as the Chairman of Foamex Asia and has a 5% interest in the value
of the Company's equity interest in the joint venture in Asia.

Foamex L.P. Credit Facility - Member Bank

       Included  in the group of banks  that  provides  the Foamex  L.P.  Credit
Facility is The Bank of Nova Scotia, which is a shareholder of both common stock
and  preferred  stock of the  Company,  as  discussed  in Item 12 in this Annual
Report on Form 10-K/A.

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
2000, Foamex L.P. paid Foam Funding LLC  approximately  $0.6 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 2000,  Foamex Carpet
paid Foam Funding LLC  approximately  $5.2 million in interest and approximately
$7.9  million in  principal  pursuant  to the terms of the Note  Payable to Foam
Funding LLC.

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



                                       15
<PAGE>

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"), a subsidiary of Recticel,  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, 2000,  Trace owned Foamex L.P.  approximately  $0.3 million  pursuant to the
Trace Asset Transfer  Agreement,  which has not been paid. A claim was filed for
such amount in the Trace bankruptcy proceedings.

       Pursuant to an  agreement  concerning  environmental  liabilities  at the
Company's  Morrristown,  Tennessee  facility,  dated February 29, 2000,  between
Foamex L.P. and RFC,  Foamex L.P. is indemnified for a percentage of liabilities
previously incurred and future remediation costs.

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
formerly owned by General Felt. In connection with the GFI Transaction,  the GFI



                                       16
<PAGE>

Reimbursement  Agreement was assigned by General Felt to Foamex Carpet.  A claim
was 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 was
filed for the full amount 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 2000, 250,000 shares of UAG, which was 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.  During the
fourth quarter of 2000, all of the UAG shares were sold for $1.8 million.







                                       17
<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 27th day of April 2001.

                                           FOAMEX INTERNATIONAL INC.


                                         By:    /s/ John Televantos
                                                -------------------------------
                                                Name: John Televantos
                                         Title: President and Chief
                                                Executive Officer



                                         By:    /s/ Lee C. Stewart
                                                -------------------------------
                                         Name:  Lee C. Stewart
                                         Title: Executive Vice President,
                                                Chief Financial Officer



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











                                       18
<PAGE>



            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 27, 2001
---------------------------
     Marshall S. Cogan


/s/ Robert J. Hay                Chairman Emeritus             April 27, 2001
---------------------------       and Director
     Robert J. Hay


/s/ John Televantos              President, Chief Executive    April 27, 2001
---------------------------       Officer and Director
    John Televantos


/s/ Etienne Davignon             Director                      April 27, 2001
---------------------------
    Etienne Davignon


/s/ Stuart J. Hershon            Director                      April 27, 2001
---------------------------
    Stuart J. Hershon


/s/ Virginia A. Kamsky           Director                      April 27, 2001
---------------------------
    Virginia A. Kamsky


/s/ Raymond E. Mabus             Director                      April 27, 2001
---------------------------
    Raymond E. Mabus


/s/ Steven B. Sharpe             Director                      April 27, 2001
---------------------------
    Steven B. Sharpe


/s/ John V. Tunney               Director                      April 27, 2001
---------------------------
    John V. Tunney


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