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 1, 2006

                                       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)
                             (Debtor-in-Possession)

           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.

     Indicate by a check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act.  YES     NO X
                                                   ---   ---
     Indicate by a check mark if the  registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act. YES     NO X
                                                ---   ---

     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  period  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. [ ]

     Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer.
Large accelerated filer     Accelerated filer     Non-accelerated filer X
                        ---                   ---                      ---

     Indicate by a check mark  whether  the  registrant  is a shell  company (as
defined in Rule 12b-2 of the Exchange Act). YES    NO X
                                               ---   ---

     The aggregate market value of the voting stock held by nonaffiliates of the
registrant as of July 3, 2005 was $14.4 million.

     The number of shares  outstanding  of the  registrant's  common stock as of
April 20, 2006 was 24,509,728.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None


<PAGE>


                                             FOAMEX INTERNATIONAL INC.

                                                       INDEX

<TABLE>
<CAPTION>
                                                                                         Page

<S>                                                                                         <C>
Explanatory Note                                                                            3

Part III
         Item 10.     Directors and Executive Officers of the Registrant                    3
         Item 11.     Executive Compensation                                                7
         Item 12.     Security Ownership of Certain Beneficial Owners
                           and Management and Related Stockholder Matters                  15
         Item 13.     Certain Relationships and Related Transactions                       16
         Item 14.     Principal Accountant Fees and Services                               17

Part IV
         Item 15.     Exhibits and Financial Statement Schedules                           19

         Signatures                                                                        20
</TABLE>


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


                                       2
<PAGE>


Explanatory Note

     Foamex  International  Inc.  (the  "Company")  is  filing  Amendment  No. 1
("Amendment  No. 1") to its Annual Report on Form 10-K for the fiscal year ended
January 1, 2006 (the "Form 10-K") to incorporate  Part III (Items 10, 11, 12, 13
and 14) as required by Rule 12b-23 of the  Securities  Exchange Act of 1934. The
exhibits to this  Amendment No. 1 are being filed as required by this  Amendment
No. 1 and to correct certain  typographical  errors that existed in the exhibits
filed with the Form 10-K on EDGAR,  but not on the executed  hard copies of such
exhibits.

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

     As described in Part I, Item 1 of the Form 10-K, on September 19, 2005, the
Company  filed a voluntary  petition for relief  under  Chapter 11 of the United
States  Bankruptcy  Code and each of our directors  and executive  officers were
serving in their respective capacities on the petition date.

Directors as of April 20, 2006


Name                               Age and Biographical Information

RAYMOND E. MABUS, JR.  Raymond E. Mabus, Jr., 57, has been Chairman of the Board
                       of the Company since February  2004 and a director of the
                       Company since September 2000.  Mr.  Mabus  served as U.S.
                       Ambassador to the Kingdom of  Saudi  Arabia from  1994 to
                       1996. In 1987, he was elected governor of Mississippi and
                       served from 1988 to 1992. After leaving public service in
                       1996,  he  joined  the  board of directors of an employee
                       training  service  now called Strategic Partnerships. Mr.
                       Mabus was the President of Global Resources Division from
                       October 1998 to February 2002. He is currently  active in
                       the  family  timber  business.  Mr.  Mabus serves on  the
                       Board of Directors of Fusion, Inc.


ROBERT J. HAY          Robert J. Hay, 80, has been a  director  of  the  Company
                       since its inception in September  1993. Mr. Hay served as
                       Chairman and Chief Executive Officer of Foamex L.P. from
                       January 1993 until January 1994.  Mr. Hay  was  President
                       and Chief Executive Officer of Foamex L.P. from July 1984
                       to  December  1992.  Mr. Hay  was  President  of the Foam
                       Products  Division  of  The  Firestone  Tire  and  Rubber
                       Company from 1972 to July 1984.  Mr. Hay began his career
                       in 1948 as a chemist with The  Firestone Tire  and Rubber
                       Company.


S. DENNIS N. BELCHER   S. Dennis N. Belcher, 65, has  been  a  director  of  the
                       Company since  April 2002.  Mr. Belcher  retired from The
                       Bank of Nova Scotia (the  "Bank") in 2002  after 44 years
                       in banking.  At the time of his  retirement,  Mr. Belcher
                       was Executive Vice President Credit  and Risk  Management
                       and had  held  that position since 1991.  Mr. Belcher was
                       a  member  of  the  Management  Committee of the Bank and
                       Chairman  of  the  Senior  Credit Committee.  Mr. Belcher
                       currently  serves  on  the  Board of Directors  of Viatel
                       Holdings  (Bermuda)  Ltd.,  Rand  McNally & Company,  and
                       Stelco Inc.



                                       3
<PAGE>


THOMAS E. CHORMAN      Thomas E. Chorman,  51,  has  been  President  and  Chief
                       Executive Officer since October 2002 and a director since
                       December 2002.  From September 2001 to September 2002, he
                       was Executive Vice President and Chief Financial Officer,
                       and was Chief Administrative Officer from  December  2001
                       to October  2002.  From  November 2000  until  he  joined
                       the Company,  Mr. Chorman was the Chief Financial Officer
                       of  Ansell  Healthcare  Inc., a  global  manufacturer  of
                       medical  and industrial products.  From 1997 to 2000, Mr.
                       Chorman was Vice President, Finance  and  Chief Financial
                       Officer  of  the Worldwide  Floor  Products  division  of
                       Armstrong  World  Industries, Inc.  Mr. Chorman worked at
                       Procter & Gamble from 1984  to 1997 in  various financial
                       positions,  most recently as Chief  Financial Officer for
                       Corporate New Ventures  and Category  Finance Manager for
                       Pringles and Duncan Hines. Mr. Chorman  currently  serves
                       on the Board of  Directors and is a member  of the  Audit
                       Committee of Standex International Corporation.

JOHN C. CULVER         John C. Culver, 73, has been a  director  of the  Company
                       since December 2004 and previously served  as a  director
                       from October 2001 to December 2002.  From 1981 to January
                       2003, Senator  Culver was  a  senior  partner  and  since
                       January  2003 has  been Counsel at Arent Fox PLLC, a  law
                       firm  in  Washington D.C.  He was  a member of  the  U.S.
                       Senate from 1975 until  1981  and  served  on  the  Armed
                       Services   Committee  and  chaired  the  Subcommittee  on
                       Research  and  Development.  For ten  years  beginning in
                       1965, he represented  the Second  District of Iowa in the
                       U.S.  House of  Representatives,  where he served on  the
                       Foreign Affairs Committee and chaired the Subcommittee on
                       Foreign Economic Policy.


THOMAS M. HUDGINS      Thomas M. Hudgins, 66, has been a director of the Company
                       since November  2004.  Mr. Hudgins  retired as  a partner
                       from Ernst & Young LLP in 2002.  While with the  firm, he
                       held  various  senior  management   positions,  including
                       Managing Partner of the New York office and lead  partner
                       of the New York office's financial services practice. Mr.
                       Hudgins also served on the firm's international executive
                       committee for its global financial services  practice and
                       was a member of the  predecessor  firm's  Accounting  and
                       Auditing  Standards Committee and Board of Partners.  Mr.
                       Hudgins joined Ernst & Young's  predecessor firm in 1963.
                       Mr.  Hudgins   currently   serves  as  a  member  of  the
                       Enterprise  Foundation's  New York Advisory Board and the
                       Board of Directors of The Bridge Inc.

DAVID A. LIEBERMAN     David A. Lieberman, 70, has been a director  the  Company
                       since  October  2004. Mr.  Lieberman is currently  Senior
                       Vice President for Business and Finance at the University
                       of  Miami.  Prior  to joining the University of Miami  in
                       1978,  Mr. Lieberman  was   an  auditor  and   management
                       consultant  at  Arthur  Andersen,  LLP for 12 years.  Mr.
                       Lieberman  has  served  as  a Chief Financial  Officer in
                       private  industry and chaired the Audit Committee of Ivax
                       Corporation. Mr. Lieberman received his bachelor's degree
                       in Business  Administration from the University of  North
                       Carolina  at  Chapel  Hill  and  was  a Certified  Public
                       Accountant for 35 years.  Mr. Lieberman currently  serves
                       on  the Board of Directors  and is a member of  the Audit
                       Committee of BankAtlantic Bancorp, Inc.


                                       4
<PAGE>

RAUL VALDES-FAULI      Raul J. Valdes-Fauli, 62, has  been  a  director  of  the
                       Company since October 2003. Mr. Valdes-Fauli is a partner
                       of Fowler Rodriguez   Chalos,  where  he  specializes  in
                       corporate, securities  and  banking  law.  From  2000  to
                       2005,  Mr. Valdes-Fauli  was a partner of Steel  Hector &
                       Davis LLP.  He  was  Mayor of  the City  of Coral Gables,
                       Florida, from 1993 to 2001;  City  Commissioner from 1985
                       to 1989; and Vice Mayor from  1987 to 1988. In  addition,
                       Mr. Valdes-Fauli is an honorary consul of the Republic of
                       El Salvador; Chevalier of the Legion  of  Honor,  France;
                       the  founder  and  President of the Spain-U.S. Chamber of
                       Commerce  in  Miami; and the founder of  the  Venezuelan-
                       American Association of the U.S.

Executives as of April 20, 2006

<TABLE>
<CAPTION>
Name                       Age      Position(s) Held
----                       ---      ----------------
<S>                        <C>
Thomas E. Chorman          51       President, Chief Executive Officer and Director
K. Douglas Ralph           45       Executive Vice President and Chief Financial Officer
Gregory J. Christian       40       Executive Vice President, Chief Restructuring Officer and General Counsel
Paul A. Haslanger          59       Executive Vice President, Manufacturing Technology
Darrell Nance              53       Executive Vice President, Foam Products (Western Region)
Donald W. Phillips         40       Executive Vice President, Automotive Products
Stephen E. Stockwell       60       Executive Vice President, Carpet Cushion Products
Andrew M. Thompson         41       Executive Vice President, Foam and Technical Products
</TABLE>

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

     K. Douglas Ralph has been  Executive  Vice  President  and Chief  Financial
Officer  since  February  2003.  Prior to joining the  Company,  Mr. Ralph had a
21-year career as a financial  executive at Procter & Gamble ("P&G").  With P&G,
Mr. Ralph served as General  Manager of Equity  Ventures,  Comptroller of Global
Customer  Business  Development  and  Director  of Global  Forecasts & Strategic
Planning.  Prior to these roles, Mr. Ralph also served as finance head for P&G's
Scandinavian  subsidiary,  European Paper & Beverage  business and Global Snacks
business.  On April 7, 2006,  Mr. Ralph  resigned by mutual  agreement  with the
Company effective on May 12, 2006.

     Gregory J. Christian has been Executive Vice President and General  Counsel
and  responsible  for the Human  Resources  Department  since October 2002.  Mr.
Christian  was named  Chief  Restructuring  Officer  on  August  15,  2005.  Mr.
Christian  was  previously  Vice  President  and Deputy  General  Counsel of the
Company since  February  2002 and was Director of Labor  Relations and Corporate
Counsel from October 1996 to February 2002.

     Paul A. Haslanger has been Executive Vice  President,  Manufacturing  since
October 2002. From February 1993 to October 2002, Mr.  Haslanger was Senior Vice
President of  Manufacturing.  From October 1984 to February 1993, Mr.  Haslanger
was Vice  President of  Manufacturing  for the Company and a predecessor  to the
Company.

     Darrell Nance has been Executive  Vice  President,  Foam Products  (Western
Region) since March 1998.  From 1995 to 1997, Mr. Nance served as Vice President
and  General  Manager of West Coast  Operations  of Crain  Industries,  Inc.,  a
polyurethane  foam  manufacturer  which was  acquired by the Company in December
1997.

     Donald W. Phillips has been Executive Vice President,  Automotive  Products
since June 2004.  From May 2003 to June 2004,  Mr.  Phillips  was a principal of
Advanced  Materials Group, LLC, a company engaged as a sales  representative for
manufacturers in the automotive  supply chain.  From March 1997 to May 2003, Mr.
Phillips  was a Senior  Account  Manager in the  Company's  Automotive  Products
business unit.



                                       5
<PAGE>

     Stephen E.  Stockwell has been  Executive  Vice  President,  Carpet Cushion
Products since December 2003. Prior to joining the Company, Mr. Stockwell held a
number  of  executive  positions  over a 30-year  career  with  Armstrong  World
Industries, Inc., most recently as Senior Vice President, Strategic Accounts.

     Andrew M. Thompson has been  Executive Vice  President,  Foam and Technical
Products  since May  2005.  From  January  2003 to May 2005,  Mr.  Thompson  was
Executive Vice President, Technical Products. From January 2000 to January 2003,
Mr. Thompson was Senior Vice President, Research & Development. Prior to joining
the Company,  Mr.  Thompson spent ten years at  Lyondell/ARCO  Chemical where he
held  various  positions  in   polyurethane-related   areas,  most  recently  as
Technology Manager, Polyurethane Research & Development since 1995. Mr. Thompson
received a Ph.D. in Polymer Chemistry from the University of Massachusetts.

Section 16(a) Beneficial Ownership Reporting Compliance

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

     Based solely on the Company's  review of the copies of such forms furnished
to the Company during the last fiscal year 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.

Code of Ethics

     The  Company  has  adopted a Code of Ethics  which  applies  to  directors,
officers,  senior  management,  and  certain  other  employees  of the  Company,
including  its  principal   executive  officer,   principal  financial  officer,
principal  accounting  officer  or  controller  or  persons  performing  similar
functions.  The Code of  Ethics is  available  under  the  "Investor  Relations"
section on the Company's web site located at www.foamex.com/codeethics.php.  The
Company will post all amendments and waivers to its Code of Ethics applicable to
its  principal  executive  officer,   principal  financial  officer,   principal
accounting  officer or controller or persons performing similar functions on its
web site and will make all applicable filings with the SEC related thereto.

Audit Committee Composition and Financial Expert

     The Audit  Committee is currently  comprised of S. Dennis N.  Belcher,  who
serves as its Chair,  Thomas M. Hudgins and David A. Lieberman,  all of whom are
non-employee  directors  and all of whom are  independent,  as determined by the
Board of  Directors,  pursuant to Rule 4200 of the NASD  listing  standards  and
under applicable listing requirements.

     The  Board of  Directors  has  determined  that all  members  of the  Audit
Committee are financially literate and have financial management  expertise,  as
the Board of  Directors  has  interpreted  such  qualifications  in its business
judgment. In addition,  the Board of Directors has designated each member of the
Audit Committee as an audit committee financial expert as defined in Item 401 of
Regulation S-K under the Securities Exchange Act of 1934, as amended.


                                       6
<PAGE>

ITEM 11.  EXECUTIVE COMPENSATION

Compensation of Directors

     Currently,  there  is one  employee  director.  Compensation  in  2005  for
non-employee directors included the components listed below.

     Annual Retainer - $50,000, half of which is payable in Common Stock.

     Meeting  Fees - $1,500  for each board or  committee  meeting  attended  in
person and $750 per telephonic conference call meeting.  Non-employee  directors
who chair meetings receive two times the applicable meeting fee.

     Committee Chair Fee - $10,000, half of which is payable in Common Stock.

     Stock Option  Grants - annual grants of 10,000  options to purchase  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 include an exercise price equal to the
fair market value of a share of Common Stock on the grant date.  No options were
granted in 2006.

     Travel  Expenses -  reimbursement  for reasonable out of pocket expenses in
connection  with travel to and attendance at board and committee  meetings,  and
other corporate business.

     Non-Executive  Chairman of the Board - in addition  to the  foregoing,  the
Non-Executive Chairman of the Board receives a payment of $25,000 on a quarterly
basis for his services.  The  Non-Executive  Chairman also receives a transition
payment of $25,000 per quarter through and including the second quarter of 2006.

     Effective  as of January 1, 2006,  the Company no longer  issues the Common
Stock  component of the fees described  above and instead pays the fees entirely
in cash.

     The following Summary  Compensation Table contains  information  concerning
annual and  long-term  compensation  provided to the Company's  Chief  Executive
Officer during 2005 and each of the four next most highly compensated  executive
officers of the Company (collectively, the "Named Executive Officers").

                         Summary Compensation Table (1)

<TABLE>
<CAPTION>
                                                                              Long-Term
                                       Annual Compensation                Compensation Awards
                                  ----------------------------        ----------------------------
                                                                          Securities Underlying
                                                                             Options/Stock             All Other
Name and Principal Position       Year     Salary (2)   Bonus         Appreciation Rights ("SARs")    Compensation
---------------------------       ----    -----------  -------        ----------------------------    ------------
<S>                               <C>     <C>         <C>                      <C>                      <C>
Thomas E. Chorman (3)             2005    $700,018    $      -                 400,000                  $67,365
President and Chief               2004     715,401           -                 270,000                   67,606
Executive Officer                 2003     600,000     360,000                       -                   38,354

K. Douglas Ralph (4)              2005    $336,926    $ 31,250                 100,000                  $ 3,315
Executive Vice President and      2004     319,625           -                  67,500                    7,506
Chief Financial Officer           2003     256,539     100,000                  70,000                   79,169

Gregory J. Christian (5)          2005    $309,807    $ 31,250                 100,000                  $ 2,100
Executive Vice President,         2004     230,767           -                  67,500                    4,100
Chief Restructuring Officer       2003     200,000      50,000                       -                    4,000
and General Counsel


                                       7
<PAGE>


                                                                              Long-Term
                                       Annual Compensation                Compensation Awards
                                  ----------------------------        ----------------------------
                                                                          Securities Underlying
                                                                             Options/Stock             All Other
Name and Principal Position       Year     Salary (2)   Bonus         Appreciation Rights ("SARs")    Compensation
---------------------------       ----    -----------  -------        ----------------------------    ------------
Paul A. Haslanger (6)             2005    $264,998     $16,563                30,000                 $  2,100
Executive Vice President,         2004     273,460           -                54,000                    2,050
Manufacturing Technology          2003     250,000      30,000                     -                    2,000

Andrew M. Thompson (7)            2005    $247,022     $18,750                40,000                 $  2,100
Executive Vice President,         2004     215,776           -                27,000                    3,135
Foam and Technical Products       2003     188,077      40,000                 5,000                    3,965
</TABLE>

___________________

(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) long-term
     incentive  plan  ("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)  Salary  compensation  is based  on a  bi-weekly  pay  cycle.  In  2004,  an
     additional pay cycle was included in annual compensation.

(3)  The  amount  reported  in All  Other  Compensation  in  2005  included  the
     Company's  matching  contribution of $4,200 to the Company sponsored 401(k)
     plan and reimbursement of $63,165 for relocation costs. The amount reported
     in  All  Other   Compensation  in  2004  included  the  Company's  matching
     contribution   of  $4,100  to  the  Company   sponsored   401(k)  plan  and
     reimbursement  of $63,506 for relocation  costs. The amount reported in All
     Other Compensation in 2003 included the Company's matching  contribution of
     $4,000 to the Company  sponsored  401(k) plan,  $17,500 of premiums paid by
     the Company for split-dollar  life insurance  coverage and reimbursement of
     $16,854 for relocation costs.

(4)  Mr. Ralph  commenced his  employment  with the Company on February 1, 2003.
     The amount  reported in Bonus in 2005 was paid  pursuant  to the  retention
     program ("Retention Program") implemented by the Compensation  Committee of
     the Board of Directors of the Company (the  "Compensation  Committee")  for
     eight senior executives (which  subsequently was increased by an additional
     three employees),  excluding the Chief Executive Officer, under which these
     individuals would receive a retention bonus if they were to remain with the
     Company until a specified  date.  Under the Retention  Program,  25% of the
     retention  bonus  was  paid in  August  2005.  Upon  approval  of the  KERP
     (described  below) by the  Bankruptcy  Court,  the  Retention  Program  was
     eliminated  and the remaining  75% of the  retention  bonus that would have
     been paid in January 2006 in accordance with the Retention  Program was not
     paid. The amount  reported in All Other  Compensation  in 2005 included the
     Company's  matching  contribution to the Company sponsored 401(k) plan. The
     amount  reported in All Other  Compensation  in 2004 included the Company's
     matching  contribution of $3,183 to the Company  sponsored  401(k) plan and
     reimbursement  of $4,323 for relocation  costs.  The amount reported in All
     Other Compensation in 2003 included the Company's matching  contribution of
     $4,000 to the Company  sponsored  401(k) plan and  reimbursement of $75,169
     for  relocation  costs.  On April 7, 2006,  Mr.  Ralph  resigned  by mutual
     agreement with the Company,  with such  resignation  being effective on May
     12, 2006.

(5)  The amount  reported in Bonus in 2005 was paid  pursuant  to the  Retention
     Program.  The amounts  reported  in All Other  Compensation  represent  the
     Company's matching contributions to the Company sponsored 401(k) Plan.


                                       8
<PAGE>


(6)  The amount  reported in Bonus in 2005 was paid pursuant to the Key Employee
     Retention  Program  described  below.  The  amounts  reported  in All Other
     Compensation  represent the Company's matching contributions to the Company
     sponsored 401(k) Plan.

(7)  The amount  reported in Bonus in 2005 was paid  pursuant  to the  Retention
     Program.  The amounts  reported  in All Other  Compensation  represent  the
     Company's matching contributions to the Company sponsored 401(k) Plan.

Key Employee Retention Program

     As described in Part I, Item 1 of the Form 10-K, on November 17, 2005,  the
Bankruptcy Court approved a motion  authorizing a key employee retention program
(the "KERP").  The  Compensation  Committee,  in  consultation  with its outside
compensation  consultant,  Mercer  Human  Resource  Consulting,  and  its  legal
advisors,  proposed that the Company implement the KERP and associated Severance
Plan. The original KERP was modified based on feedback from the Ad Hoc Committee
of the Company's Senior Secured  Noteholders as further  described in the motion
authorizing  the KERP.  The KERP  pertains to 77 employees  who may receive cash
distributions aggregating up to $3.2 million. In addition, certain participants,
at the  discretion  of the Board of Directors  of the  reorganized  Foamex,  may
receive  additional  distributions  aggregating up to $1.1 million in cash or in
common stock of the  reorganized  Foamex at a price per share that  reflects the
value  of the  equity  on the  effective  date of the  plan  of  reorganization.
Distributions  under the KERP are generally to be made (i) on or around  certain
milestone  dates during the Chapter 11 cases,  and (ii) on and subsequent to the
effective date of the plan of reorganization. Cash distributions pursuant to the
KERP,  aggregating  approximately  $400,000,  were  paid in  December  2005  and
additional amounts aggregating  approximately $1.1 million have been paid in the
first quarter of 2006. The common stock  distributions,  if any, will be made at
the six month and one year  anniversaries  of the effective  date of the plan of
reorganization. The KERP also includes an additional $500,000 discretionary cash
pool to address specific  employment  matters and  unanticipated  needs that may
arise during the Chapter 11 cases.

     The  distributions  to the Named Executive  Officers under the KERP, all of
which were made during the first quarter of 2006, are as follows:  (i) Thomas E.
Chorman,  $218,750, (ii) K. Douglas Ralph, $109,375, (iii) Gregory J. Christian,
$93,750, (iv) Paul A. Haslanger, $16,562, and (v) Andrew M. Thompson, $63,750.

Current Employees - Employment Agreements

     Thomas E. Chorman

     On August 20,  2002,  the Company  executed an  employment  agreement  with
Thomas E. Chorman, who was serving as Executive Vice President,  Chief Financial
Officer and Chief  Administrative  Officer.  Mr. Chorman became Chief  Executive
Officer effective October 18, 2002 and President  effective October 31, 2002. On
January 27, 2004, the Company and Mr.  Chorman  executed an amended and restated
employment agreement. The amended and restated employment agreement provides for
an initial  employment  term of two years  commencing on January 27, 2004 and is
automatically renewable for additional one-year terms, commencing on January 27,
2006,  unless  notice of intent not to extend the term of the agreement is given
by either  party.  Under the  amended and  restated  employment  agreement,  Mr.
Chorman  will receive a salary of at least  $700,000 per year,  with such salary
being reviewed annually by the Compensation Committee.  Mr. Chorman participates
in the Foamex  International  Inc.  Salaried  Incentive  Bonus Plan (the  "Bonus
Plan") and has a target bonus of 100% of his annual salary; the actual amount of
the bonus is to be based on the attainment of certain  performance  targets.  On
April 25,  2005,  the Board of  Directors  approved  a second  amendment  to Mr.
Chorman's employment agreement addressing certain terms therein.  This amendment
provides that in conjunction with and in certain cases incremental to his annual
performance  incentives,  Mr. Chorman will be eligible for a special performance
bonus of  $250,000 if certain  performance  targets  are  obtained.  The special
performance  bonus phases out as higher  performance  targets are achieved.  The
special  performance bonus was not paid in 2005 as the performance  targets were
not achieved.


                                       9
<PAGE>


     The  amended  and  restated  employment  agreement  provides  that,  at the
discretion of the Compensation Committee, Mr. Chorman is eligible to participate
in the  Company's  stock  option  program.  On April 25, 2005,  Mr.  Chorman was
granted an option to purchase 400,000 shares of the Company's Common Stock under
the terms of the 2002 Stock Award Plan. The options have a term of six years, an
exercise  price of $1.50 per share,  and vest pro ratably over three years.  The
agreement provides that either party may terminate the agreement at any time. If
the agreement is  terminated by Mr.  Chorman for "good reason" or by the Company
without "cause," or on account of Mr. Chorman's death or disability, the Company
will be  required to pay Mr.  Chorman or his estate,  in addition to any amounts
earned but not yet paid to him, two times the sum of his (i) then current annual
base  salary and (ii)  target  bonus,  calculated  as though the Company and Mr.
Chorman had obtained 100% of the  performance  target for the applicable  fiscal
year in which Mr. Chorman's  employment  terminated (the "Annual Target Bonus"),
payable in  twenty-four  equal monthly  installments.  Mr. Chorman would also be
entitled  to medical  coverage  under the  Company's  medical  plans  during the
24-month period in which he is receiving  severance  payments.  In the event the
agreement  is  terminated  by Mr.  Chorman  for "good  reason" or by the Company
without "cause" prior to the effective date of a plan of  reorganization  in the
Company's  chapter 11  proceeding,  Mr. Chorman would be eligible to receive one
year of salary under the  Severance  Plan  approved by the  Bankruptcy  Court on
November  17,  2005,  rather than the amounts set forth  above.  If Mr.  Chorman
elected not to sign a separation  agreement and release in connection  with such
separation,  he would have a claim  against the Company that would be subject to
compromise under applicable bankruptcy law.

     On April 24,  2003,  the Company and Mr.  Chorman  entered into a Change in
Control  Protection  Agreement which was subsequently  amended on April 25, 2005
and provides that if Mr. Chorman  terminates his employment for "good reason" on
account of a change in control of the  Company or Mr.  Chorman's  employment  is
terminated by the Company  without "cause" on account of a change in control (as
defined) of the  Company,  the Company will be required to pay Mr.  Chorman,  in
addition to any amounts earned but not yet paid to him, an amount equal to three
times the sum of his then current  annual base salary and Annual  Target  Bonus.
The Change in Control Protection  Agreement also provides that if any payment or
distribution  to or for the benefit of Mr. Chorman would be subject to an excise
tax under  Section  4999 of the Internal  Revenue  Code or any similar  state or
local taxes,  then Mr. Chorman will be entitled to receive a gross-up payment in
respect of such taxes.

     It is  expected  that the  employment  and  change  in  control  protection
agreements  described  above  will be  amended  in  connection  with any plan of
reorganization.  The terms of such  amendments are subject to  negotiations  and
have not yet been determined.

     Gregory J. Christian

     On January 26, 2004,  the Company  executed an  employment  agreement  with
Gregory J.  Christian,  Executive  Vice  President  and  General  Counsel of the
Company,  which provides for an initial  employment  term of one year,  which is
automatically  renewable for additional  one-year terms, unless notice of intent
not to extend the term of the agreement is given by either party.  Mr. Christian
has  responsibility  for the Company's legal, human resources and communications
departments.  On April 25, 2005, the  Compensation  Committee  approved  certain
amendments to Mr. Christian's employment agreement.  Under these amendments, Mr.
Christian will receive a salary of at least $300,000 per year,  with such salary
being  reviewed   annually  by  the   Compensation   Committee.   Mr.  Christian
participates  in the  Bonus  Plan  and has a target  bonus of 50% of his  annual
salary (the "Christian  Annual Bonus");  the actual amount of the bonus is to be
based on the attainment of certain  performance  targets. In 2005, Mr. Christian
received a retention bonus of $31,250.

     If the agreement is terminated by Mr. Christian for "good reason" or by the
Company without "cause," or on account of Mr.  Christian's  death or disability,
the Company  will be required to pay Mr.  Christian,  in addition to any amounts
earned but not yet paid to him, two times the sum of his (i) then current annual
base salary and (ii) the Christian  Annual Target Bonus,  payable in twenty-four
equal  monthly  installments.  In the event the  agreement is  terminated by Mr.
Christian  for "good  reason" or by the  Company  without  "cause"  prior to the
effective  date  of a  plan  of  reorganization  in  the  Company's  chapter  11
proceeding,  Mr. Christian would be eligible to receive one year of salary under
the Severance Plan approved by the Bankruptcy Court on November 17, 2005, rather
than the  amounts  set  forth  above.  If Mr.  Christian  elected  not to sign a
separation


                                       10
<PAGE>


agreement and release in connection with such separation,  he would have a claim
against  the  Company  that  would be  subject to  compromise  under  applicable
bankruptcy law.

     On  August  15,  2005,  the  Company  executed  a second  amendment  to Mr.
Christian's  employment  agreement.  Under  the  terms  of this  amendment,  Mr.
Christian added to his existing  responsibilities the job of Chief Restructuring
Officer  ("CRO")  during the period in which the Company is pursuing a corporate
debt  restructuring.  If the Board of  Directors  discontinues  Mr.  Christian's
service as CRO, such  discontinuance  shall not by itself constitute good reason
for Executive to terminate employment under the employment  contract,  nor shall
it constitute a termination  or  constructive  termination  of employment by the
Company.  The second amendment  provides that Mr.  Christian's base compensation
shall  remain   unchanged   however  Mr.   Christian  will  be  paid  additional
compensation  at the rate of $75,000 per annum as  compensation  for his role as
CRO. The CRO compensation  shall not be taken into account in determining bonus,
severance, or other compensation or benefit payments.

     On January 26, 2004, the Company and Mr. Christian entered into a Change in
Control Protection Agreement which provides that if Mr. Christian terminates his
employment  for "good  reason" on account of a change in control (as defined) of
the Company or Mr.  Christian's  employment is terminated by the Company without
"cause" on account of a change in control of the  Company,  the Company  will be
required to pay Mr.  Christian,  in  addition to any amounts  earned but not yet
paid to him, an amount equal to two times the sum of (i) his then current annual
base salary and (ii) the Christian  Annual  Target Bonus.  The Change in Control
Protection Agreement also provides that if any payment or distribution to or for
the  benefit of Mr.  Christian  would be subject to an excise tax under  Section
4999 of the Internal Revenue Code or any similar state or local taxes,  then Mr.
Christian  will be  entitled  to receive a  gross-up  payment in respect of such
taxes.

     It is  expected  that the  employment  and  change  in  control  agreements
described above will be amended in connection  with any plan of  reorganization.
The terms of such amendments are subject to  negotiations  and have not yet been
determined.

     K. Douglas Ralph

     In connection  with the  resignation of K. Douglas Ralph, as Executive Vice
President and Chief  Financial  Officer of the Company,  effective as of May 12,
2006,  the Company  anticipates  entering into a separation  agreement  with Mr.
Ralph which would provide for the payment of one year of salary or $350,000 over
a fifty two week period.  In addition,  Mr. Ralph would be provided with medical
and  other  benefits  on the same  basis as if he were an  employee  during  the
fifty-two  week  severance  period.  Mr. Ralph would be required to agree not to
compete with or solicit  employees of the Company  during the severance  period.
The separation agreement would be entered into and severance payments authorized
pursuant to the terms of the Severance Plan approved by the Bankruptcy  Court on
November 17, 2005.  Mr. Ralph will still be entitled to receive a payment  under
the KERP of $109,375 on or about the  effective  date of the  Company's  plan of
reorganization;  however,  Mr.  Ralph  will  not  be  entitled  to  any  further
distributions thereunder pursuant to the terms of the KERP.

Foamex International Inc. Salaried Incentive Bonus Plan

     The Foamex  International  Inc.  Salaried  Incentive Bonus Plan (the "Bonus
Plan")  is  administered  by  the   Compensation   Committee  and  provides  for
performance  based  bonuses for  executives  who are "covered  employees"  under
Section 162(m) of the Internal  Revenue Code and for other key employees who are
selected by the Compensation  Committee for  participation in the Bonus Plan. In
addition, the Compensation Committee may award discretionary bonuses outside the
Bonus Plan to  executive  officers  who are "covered  employees"  under  Section
162(m) and to other key employees of the Company.

     Due to the  chapter 11  proceedings,  no Bonus Plan has been  approved  for
2006, other than the KERP described above, however, historically, in considering
Bonus Plans the Compensation  Committee  determines specific annual "performance
goals" that are  applicable  to each  covered  employee  and key employee who is
eligible to participate in the Bonus Plan. For 2005, the performance  goals were
based  on the  Company's  earnings  before


                                       11
<PAGE>


interest,  taxes, depreciation and amortization ("EBITDA"), as well as operating
profits for each of the Company's Strategic Business Units ("SBUs").

Stock Option Plans

     The 2002 Stock Award Plan  provides  for the issuance of  nonqualified  and
incentive  stock  options for Common  Stock.  Eligibility  extends to employees,
directors  and  consultants  of the  Company,  including  its  subsidiaries  and
affiliates.  At the Annual Meeting of Stockholders on May 25, 2004, stockholders
approved an increase in the number of shares  reserved  for  issuance  under the
2002 Stock Award Plan by 2,500,000.  As of January 1, 2006,  4,600,000 shares of
Common Stock are reserved for issuance under the 2002 Stock Award Plan.

     The 2002 Stock  Award Plan also  provides  for stock  appreciation  rights,
restricted  stock,  phantom  stock units,  performance  share units and/or stock
bonuses, although none of these awards have been issued. Of the 4,600,000 shares
of Common  Stock  reserved  under the 2002 Stock  Award  Plan,  500,000 of these
shares are  available  for awards of  restricted  stock,  phantom  stock  units,
performance share units and/or stock bonuses.

     The 1993 Stock Option Plan  provided for the issuance of  nonqualified  and
incentive  stock  options  for Common  Stock.  Officers  and  executives  of the
Company, including its subsidiaries and affiliates were eligible to participate.
During the fourth quarter of 2003, the 1993 Stock Option Plan expired  according
to the provisions of the plan.  Consequently,  no further options can be granted
under the plan.  The 1993 Stock  Option Plan  provided for the issuance of up to
4,750,000  shares of Common Stock.  Options  outstanding on the expiration  date
continue to be  available  for the  issuance of Common Stock under the terms and
conditions at their issuance.

Option Grant Information

     The following  table  provides  information  on option grants during fiscal
2005 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 (#) (1)     Fiscal Year       ($/Sh)         Date             Present Value (2)
                              ---------------    ------------      ---------    ----------          -----------------
<S>                              <C>                 <C>             <C>         <C>   <C>              <C>
Thomas E. Chorman                400,000             51.9%           $1.50       04/15/11               $485,440
K. Douglas Ralph                 100,000             13.0%           $1.50       04/15/11                $99,330
Gregory J. Christian             100,000             13.0%           $1.50       04/15/11                $99,330
Paul A. Haslanger                 30,000              3.9%           $1.50       04/15/11                $29,799
Andrew M. Thompson                40,000              5.2%           $1.50       04/15/11                $39,732
</TABLE>

(1)  Options granted in 2005 included a three-year pro-rata vesting period and a
     six-year term.

(2)  Based on the  Black-Scholes  option  price model.  Assumptions  included an
     expected  life of three years,  expected  volatility  of 106.25%,  expected
     dividend yield of 0% and a risk-free interest rate of 3.72%.

Aggregate Option Values

     The  following  table sets forth,  as of January 1, 2006,  the  exercise of
options for the Common  Stock and the value of the  unexercised  options held by
the Named Executive Officers.


                                       12
<PAGE>


  Aggregate Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Values

<TABLE>
<CAPTION>
                                                              Number of Securities
                              Shares                          Underlying Unexercised           Value of Unexercised
                            Acquired or        Value              Options/SARs at           In-the-Money Options/SARs at
                             Exercise        Realized             Fiscal Year End               Fiscal Year End (1)
                            -----------      --------      -----------------------------    -----------------------------
Name                                                       Exercisable     Unexercisable    Exercisable     Unexercisable
--------------------                                       -----------     -------------    -----------     -------------
<S>                              <C>              <C>           <C>              <C>              <C>              <C>
Thomas E. Chorman                 -            $ -           315,000          765,000          $  -             $  -
K. Douglas Ralph                  -              -            36,500          201,000          $  -             $  -
Gregory J. Christian              -              -            35,100          175,700          $  -             $  -
Paul A. Haslanger                 -              -            28,800          105,700          $  -             $  -
Andrew M. Thompson                -              -            23,800           83,700          $  -             $  -
</TABLE>

(1)  As of January 1, 2006,  the market value of the Company's  Common Stock was
     $0.03 per share.

Equity Compensation Plan Information

     The following table summarizes  information about the Foamex  International
Inc.  1993  Stock  Option  Plan  for  Officers  and  Executives  and the  Foamex
International  Inc. 2002 Stock Award Plan for Directors,  Executive Officers and
Key Employees. This information is as of January 1, 2006.

<TABLE>
<CAPTION>
                                                                                                      Number of
                                                                 Number of       Weighted       Securities Remaining
                                                               Securities to     Average        Available for Future
                                                               be Issued Upon    Exercise       Issuance Under Equity
                                                                Exercise of     Price of         Compensation Plans
                                                                Outstanding     Outstanding     (Excluding Securities
                  Plan Category                                   Options        Options            Outstanding)
------------------------------------------------------         --------------   -----------     ---------------------
<S>                                                               <C>             <C>                 <C>
Equity compensation plans approved by stockholders                3,620,767       $4.30               2,697,374
Equity compensation plans not approved by stockholders                     -        N/A                       -
Total                                                             3,620,767       $4.30               2,697,374
</TABLE>

Pension Plan

     The Foamex L.P. 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.  During  2001,  the Board of  Directors  approved  the
implementation of a non-qualified  supplemental  executive  retirement plan (the
"SERP") for certain Named Executive Officers,  as well as other senior executive
officers of the Company.  The SERP provides  retirement benefits that supplement
the retirement  benefits  provided under the Retirement  Plan. The SERP provides
retirement  benefits  that the  Retirement  Plan is  unable  to  provide  due to
Internal Revenue Code limitations on pensionable earnings and benefits.

     The following table illustrates estimated annual benefits payable under the
combined provisions of the Retirement Plan and the SERP 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,  and a
constant Social Security Wage Base ($94,200 in 2006). The pension benefit amount
is expressed as a life annuity with certain  benefits  continuing to the spouse,
if applicable.


                                       13
<PAGE>


                               Pension Plans Table
                            Years of Credited Service

                       10           15          20          25           30
                   --------     --------     --------    --------     ---------
$200,000           $ 30,290     $ 45,435     $ 60,580    $ 75,725     $ 90,870
$300,000             47,790       71,685       95,580     119,475      143,370
$400,000             65,290       97,935      130,580     163,225      195,870
$500,000             82,790      124,185      165,580     206,975      248,370
$600,000            100,290      150,435      200,580     250,725      300,870
$700,000            117,790      176,685      235,580     294,475      353,370
$800,000            135,290      202,935      270,580     338,225      405,870
$900,000            152,790      229,185      305,580     381,975      458,370
$1,000,000          170,290      255,435      340,580     425,725      510,870
$1,100,000          187,790      281,685      375,580     469,475      563,370
$1,200,000          205,290      307,935      410,580     513,225      615,870

     The  Retirement  Plan and SERP are career pay plans.  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 2006 annual  compensation limit of $220,000 (as adjusted to reflect cost of
living  increases).  The SERP formula is the same as the  Retirement  Plan,  but
includes  annual  compensation,   including  bonuses,   above  the  2006  annual
compensation limit of $220,000.  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 estimated annual benefits under the Retirement Plan and SERP 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 are as follows:  Mr.  Chorman  $301,199;  Mr. Ralph
$158,196;  Mr. Christian $174,944;  Mr. Haslanger,  $147,476;  and Mr. Thompson,
$138,920.  These amounts assume the employees continue their employment with the
Company at present salary and estimated  annual bonuses until normal  retirement
age. The Named  Executive  Officers in the Summary  Compensation  Table who were
employees  at April 1,  2006  were  credited  with  years of  service  under the
Retirement Plan as of January 1, 2006 as follows:  Mr. Chorman,  4.33 years; Mr.
Ralph,  2.92 years; Mr. Christian,  9.25 years; Mr. Haslanger,  36.58 years; and
Mr. Thompson, 6.0 years.

IRS Limitations

     Under the Internal Revenue Code, a participant's  compensation in excess of
$220,000 (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 2005
was $170,000,  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.  In 2001,  the Company  adopted the SERP
described  above which is a  non-qualified  defined  benefit plan  designated to
provide  payments in excess of limits imposed by the Internal  Revenue  Service.


                                       14
<PAGE>

Compensation Committee Interlocks and Insider Participation

     The Compensation Committee is comprised entirely of non-employee directors.
The  Company is not aware of any  executive  officers  of the  Company  who have
served on the board of directors or compensation committee of another company at
any time during which an executive  officer of such other company  served on the
Company's Board of Directors and/or Compensation Committee.

ITEM 12.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS

Ownership  of Common  Stock of  Certain  Beneficial  Owners and  Management  and
Related Stockholder Matters

     The following table sets forth certain  information,  as of April 20, 2006,
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 Named  Executive  Officer  and (iv) all
directors and executive officers as a group. Except as otherwise indicated, each
stockholder  has (i) sole  voting  and  investment  power  with  respect to such
stockholder's  shares of stock, except to the extent that authority is shared by
spouses  under  applicable  law and (ii) record and  beneficial  ownership  with
respect to such stockholder's shares of stock.

<TABLE>
<CAPTION>
Name and Address of Beneficial Owners                       Beneficial Ownership (1)(2)
-------------------------------------                --------------------------------------------
                                                     Number of Shares      % of Class Outstanding
<S>                                                    <C>                         <C>

The Goldman Sachs Group, Inc.                           4,870,283                   19.9
85 Broad Street
New York, NY 10004

DE Shaw Laminar Portfolios LLC (3)                      4,888,426                   18.8
39th Floor, Tower 45
120 West Forty-Fifth Street
New York, NY 10036

Sigma Capital Management, LLC                           2,300,000                    9.4
777 Long Ridge Road
Stamford, CT 06902

William D. Witter, Inc.                                 1,838,754                    7.5
153 East 53rd Street, 51st Floor
New York, NY 10022

Raymond E. Mabus, Jr. (4)                                 101,656                    *

Robert J. Hay (4)                                          55,437                    *

S. Dennis N. Belcher (4)                                   41,570                    *

John C. Culver (4)                                         13,429                    *

Thomas M. Hudgins (4)                                      10,235                    *

David A. Lieberman (4)                                     10,244                    *

Raul Valdes-Fauli (4)                                      20,018                    *

Thomas E. Chorman (4) (5)                                 632,636                    2.5

K. Douglas Ralph (4) (5) (6)                              100,680                    *

Gregory J. Christian (4) (5)                              105,044                    *

Paul A. Haslanger (4) (5)                                  58,109                    *

Andrew M. Thompson (4) (5)                                 54,630                    *

All executive officers and directors as a group         1,403,356                    5.5
(as of April 20, 2006) (15 persons) (2)(5)
</TABLE>

*  Less than 1%.

                                       15
<PAGE>


(1)  Each named person is deemed to be the beneficial  owner of securities which
     may be acquired  within 60 days of April 20, 2006  through the  exercise of
     options,  convertible  securities  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)  Includes  shares  of the  Company's  Common  Stock  held  by  officers  and
     directors under the Company's 401(k) plan.

(3)  Includes  1,500,000  shares of Common Stock  issuable  upon  conversion  of
     15,000 shares of Series B Preferred Stock of the Company,  which represents
     100% of the outstanding  shares of that class.  Series B Preferred Stock is
     non-voting  and  non-redeemable,  and each  share is  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 defined in certain of the Company's debt instruments.

(4)  Address is c/o Foamex International Inc., 1000 Columbia Avenue, Linwood, PA
     19061.

(5)  Includes  shares of Common Stock issuable upon exercise of options  granted
     under the  Company's  1993 stock option plan ("1993 Stock Option Plan") and
     2002 Stock  Award Plan,  which have vested or will vest within 60 days.  In
     the above  table,  (i) 553,334 of such shares  have been  included  for Mr.
     Chorman, (ii) 99,334 of such shares have been included for Mr. Ralph, (iii)
     92,534 of such shares have been included for Mr. Christian,  (iv) 57,900 of
     such shares have been included for Mr. Haslanger, (v) 48,334 of such shares
     have been included for Mr.  Thompson and (vi) 1,162,770 of such shares have
     been included for all executive officers and directors as a group.

(6)  On April 7, 2006, Mr. Ralph resigned by mutual  agreement with the Company,
     with such resignation being effective on May 12, 2006.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The following is a summary of material transactions between the Company and
our  affiliates  entered into or continuing  since January 2, 2005.  Payments to
affiliates by Foamex L.P., the Company's principal operating subsidiary, and its
subsidiaries  in connection with any of these  transactions  are governed by the
provisions of the  indentures  for Foamex L.P.'s public debt  securities,  which
generally  provide  that  these  transactions  be on terms  comparable  to those
generally available in equivalent transactions with third parties.

Separation Agreement with Nick Costides

     In connection  with the  resignation  of Nick  Costides,  as Executive Vice
President of the Company and President of its Foam Products  Group  effective as
of May 2, 2005, the Company entered into a separation agreement (the "Separation
Agreement")  with Mr.  Costides  which  provides  for the payment of one year of
salary or $275,000  over a fifty-two  week period and an  additional  payment of
$5,400  for the  purpose  of  resolving  an open  residential  lease  issue.  In
addition, Mr. Costides was to be provided with medical and other benefits on the
same basis as if he were an employee during the fifty two week severance  period
and he was allowed 180 days to  exercise  any  outstanding  stock  options.  Mr.
Costides  agreed not to compete with or solicit  employees of the Company during
the severance period.

     With the approval of the Bankruptcy  Court,  the  Separation  Agreement was
rejected by the Company as of September 30, 2005  pursuant to Section  365(a) of
the  Bankruptcy  Code.  Because  payments  under the  Separation  Agreement were
terminated on September 30, 2005 as a result of the rejection,  Mr. Costides was
entitled to and has filed a proof of claim for an unsecured,  non-priority claim
against the Company for the unpaid amounts due under the Separation Agreement.


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Consulting Services--Mr. Hay

     Under a consulting agreement,  dated April 24, 2001, as amended on February
27, 2005,  between the Company and Robert J. Hay,  Mr. Hay  performs  consulting
services and advises on business and manufacturing  initiatives for the Company.
The  consulting  agreement  was for an initial  two-year  term and is  renewable
automatically for successive one-year terms. Under the consulting agreement,  as
amended,  Mr.  Hay  receives  a fee  of  $6,666.66  per  month  in  addition  to
reimbursement  for expenses incurred in connection with providing the consulting
services.  This fee is in addition to the fees Mr. Hay receives for serving as a
director of the Company.

Technology Sharing Arrangements

     In December 1992, Foamex L.P., Recticel s.a., a former indirect stockholder
of the Company,  and Beamech Group Limited  ("Beamech"),  an unaffiliated  third
party,  formed a Swiss  corporation,  Prefoam AG, to develop  new  manufacturing
technology  for the  production  of  polyurethane  foam.  Each of  Foamex  L.P.,
Recticel  s.a.  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  s.a.  and  their
affiliates have been granted a royalty-free  license to use certain  technology,
and it is expected that the corporation  will license the use of such technology
to other foam  producers  in exchange  for  royalty  payments.  Foamex L.P.  and
Recticel s.a. have  exchanged  know-how,  trade secrets,  engineering  and other
data, designs, specifications,  chemical formulations, technical information and
drawings  which are  necessary or useful for the  manufacturing,  use or sale of
foam products.  The Company  anticipates that Foamex L.P. will continue to do so
in the future.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

     The Company paid the following fees to KPMG LLP, the Company's  independent
accountants in 2005 and 2004:

                                        2005                    2004
                                     ----------              ----------
     Audit Fees (a)                  $3,482,800              $3,700,000

     Audit-Related Fees (b)              55,000                 130,350

     Tax Fees (c)*                        3,500                 125,500

     All Other Fees *                         -                       -

     Total Fees                      $3,541,300              $3,955,850

(a)  Audit fees include the examination of the Company's financial statements as
     of and for the years  ended  January  1, 2006 and  January  2, 2005 and the
     performance of quarterly reviews for 2005 and 2004. In addition, audit fees
     during 2004 include the audit of internal control over financial  reporting
     required by Section 404 of the Sarbanes-Oxley Act of 2002.

(b)  Audit-related fees for 2005 consist principally of the audit of an employee
     benefit plan. Audit-related fees for 2004 consist principally of the audits
     of employee benefit plans and accounting  consultations  regarding non-U.S.
     subsidiaries and certain SEC matters.

(c)  Tax fees in 2005 consist  principally  of  preparation  of  expatriate  tax
     returns.  Tax  fees in 2004  consist  principally  of  compliance  services
     involving  the review of federal  and state  corporate  tax returns for the
     Company and certain wholly owned subsidiaries for the year 2003.


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<PAGE>

*    The Audit Committee has considered  whether the provision of these services
     is compatible with maintaining the principal accountant's independence.

     Pre-approval  Policy.  Pursuant  to its  Charter,  the Audit  Committee  is
required to pre-approve the audit and non-audit  services to be performed by the
independent  accountants  in order to assure that the provision of such services
does not impair  the  auditor's  independence.  All of the above  services  were
approved by the Audit Committee in accordance with its Pre-approval Policy.

     Annually,  the independent  accountants will present to the Audit Committee
services  expected to be performed by the independent  accountants over the next
12  months.  The Audit  Committee  will  review  and,  as it deems  appropriate,
pre-approve those services.  The services and estimated fees are to be presented
to the Audit Committee for  consideration  in the following  categories:  Audit,
Audit-Related,  Tax and All Other  (each as  defined in  Schedule  14A under the
Exchange Act). For each service listed in those categories,  the Audit Committee
is to receive  detailed  documentation  indicating  the specific  services to be
provided.  The  term  of  any  pre-approval  is  12  months  from  the  date  of
pre-approval,  unless the Audit Committee  specifically provides for a different
period.  The  Audit  Committee  will  review on at least a  quarterly  basis the
services  provided to date by the independent  accountants and the fees incurred
for those services. The Audit Committee may also revise the list of pre-approved
services and related fees from time to time, based on subsequent determinations.

     The Audit  Committee  has  delegated  pre-approval  authority to any of its
members. Such member is to report pre-approval  decisions to the Audit Committee
at the Audit Committee's next scheduled meeting.


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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibits.

23.1*   - 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.

31.1.1* - Certification  of Chief  Executive  and Principal  Financial  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.

32.1.1* - Certification  of Chief  Executive  and Principal  Financial  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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                                   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 1st day of May 2006.

                                   FOAMEX INTERNATIONAL INC.


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



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