SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------

                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 29, 1996

                  Commission file numbers 33-82028; 33-82028-01

                           FOAMEX-JPS AUTOMOTIVE L.P.
                         FOAMEX-JPS CAPITAL CORPORATION
             (Exact name of registrant as specified in its charter)

     Delaware                                              13-3770906
     Delaware                                              13-3770901
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification Number)


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

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

Indicate  by check mark  whether  the  registrants  (1) have  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) have been subject to such
filing requirements for the past 90 days.
YES  X    NO

Foamex-JPS  Capital  Corporation  meets  the  conditions  set  forth in  General
Instruction  H (1) (a) and (b) of Form 10-Q and is  therefore  filing  this form
with the reduced disclosure format.

The  number  of  shares  of  Foamex-JPS  Capital   Corporation's   common  stock
outstanding as of November 1, 1996 was 1,000.

                                  Page 1 of 22
                          Exhibit List on Page 14 of 22

<PAGE>

                           FOAMEX-JPS AUTOMOTIVE L.P.
                         FOAMEX-JPS CAPITAL CORPORATION

                                      INDEX
                                                                        Page

Part I. Financial Information:

     Item 1. Financial Statements

          Foamex-JPS Automotive L.P.

          Condensed  Consolidated  Balance Sheets as of 
          September 29, 1996 and December 31, 1995                       3

          Condensed  Consolidated   Statements  of  Operations  -
          Thirteen  Week  and  Thirty-Nine   Week  Periods  Ended
          September 29, 1996 and October 1, 1995                         4

          Condensed  Consolidated  Statements  of  Cash  Flows  -
          Thirty-Nine  Week Periods Ended  September 29, 1996 and
          October 1, 1995                                                5

          Notes to Condensed Consolidated Financial Statements           6

          Foamex-JPS Capital Corporation

          Balance  Sheets as of  September  29, 1996 and 
          December 31, 1995                                              9

          Notes to Balance Sheets                                       10

     Item 2.  Management's  Discussion  and Analysis of Financial
              Condition and Results of Operations                       11

Part II. Other Information                                              14

          Exhibit List                                                  14

          Signatures                                                    22

                                        2

<PAGE>

PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

                    FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
                CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
<TABLE>
<CAPTION>
                                                        September 29,        December 31,
                                                            1996                 1995
                                                                   (thousands)
ASSETS
<S>                                                       <C>                 <C>      
CASH                                                      $       2           $       2

OTHER CURRENT ASSETS                                              3                  --

INVESTMENT IN UNCONSOLIDATED
      LIMITED PARTNERSHIPS                                   36,643             141,298

DEBT ISSUANCE COSTS, NET                                      3,814               4,067
                                                          ---------           ---------

TOTAL ASSETS                                              $  40,462           $ 145,367
                                                          =========           =========

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

INTERCOMPANY PAYABLE                                      $      75           $      58

LONG-TERM DEBT - EQUITY AFFILIATE                            49,854              44,444

LONG-TERM DEBT                                               78,178              70,381
                                                          ---------           ---------

TOTAL LIABILITIES                                           128,107             114,883
                                                          ---------           ---------

COMMITMENTS AND CONTINGENCIES                                    --                  --
                                                          ---------           ---------

PARTNERS' EQUITY (DEFICIT):
      General partner                                          (771)                410
      Limited partner                                       (72,567)             44,382
      Other                                                 (14,307)            (14,308)
                                                          ---------           ---------
      Total Partners' Equity (Deficit)                      (87,645)             30,484
                                                          ---------           ---------

TOTAL LIABILITIES AND PARTNERS' EQUITY (DEFICIT)          $  40,462           $ 145,367
                                                          =========           =========
</TABLE>

          The accompanying notes are an integral part of the condensed
                       consolidated financial statements.

                                        3

<PAGE>

                    FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
<TABLE>
<CAPTION>

                                                    13 Week Periods Ended                 39 Week Periods Ended
                                               September 29,        October 1,       September 29,         October 1,
                                                   1996                1995              1996                  1995
                                                                             (thousands)

<S>                                             <C>                 <C>                 <C>                 <C>      
INTEREST AND DEBT ISSUANCE EXPENSE              $   2,455           $   2,117           $   7,045           $   5,987

OTHER EXPENSE                                           2                  16                  14                  20
                                                ---------           ---------           ---------           ---------

LOSS BEFORE EQUITY IN EARNINGS OF
   UNCONSOLIDATED LIMITED PARTNERSHIPS             (2,457)             (2,132)             (7,059)             (6,007)

EQUITY IN EARNINGS OF UNCONSOLIDATED
   LIMITED PARTNERSHIPS                            11,216               5,110              33,919              19,137
                                                ---------           ---------           ---------           ---------

INCOME FROM CONTINUING OPERATIONS                   8,759               2,978              26,860              13,130
                                                ---------           ---------           ---------           ---------

DISCONTINUED OPERATIONS:

OPERATING LOSS FROM DISCONTINUED 
   OPERATIONS                                        (373)               (355)             (1,114)             (1,096)

EQUITY IN INCOME (LOSS) FROM
   DISCONTINUED OPERATIONS                       (104,541)                476            (139,740)              7,694
                                                ---------           ---------           ---------           ---------

INCOME (LOSS) FROM DISCONTINUED
   OPERATIONS                                    (104,914)                121            (140,854)              6,598
                                                ---------           ---------           ---------           ---------

INCOME (LOSS) BEFORE EXTRAORDINARY
   LOSS                                           (96,155)              3,099            (113,994)             19,728

EQUITY IN EXTRAORDINARY LOSS ON
   EARLY EXTINGUISHMENT OF DEBT                      (659)                 --                (659)                 --
                                                ---------           ---------           ---------           ---------

NET INCOME (LOSS)                               $ (96,814)          $   3,099           $(114,653)          $  19,728
                                                =========           =========           =========           =========
</TABLE>

          The accompanying notes are an integral part of the condensed
                       consolidated financial statements.

                                        4

<PAGE>

                    FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
<TABLE>
<CAPTION>

                                                                          39 Week Periods Ended
                                                                     September 29,       October 1,
                                                                          1996               1995
                                                                                (thousands)
<S>                                                                   <C>                 <C>      
OPERATING ACTIVITIES:
   Net income (loss)                                                  $(114,653)          $  19,728
   Adjustments to reconcile net income to net cash
       provided by operating activities:
   Amortization of debt issuance costs and debt discount                  8,159               7,083
   Equity in earnings of unconsolidated limited partnerships            (33,919)            (19,137)
   Equity in (income) loss from discontinued operations                 139,740              (7,694)
   Equity in extraordinary loss                                             659                  --
   Change in other assets and liabilities, net                               14                  20
                                                                      ---------           ---------

       Net cash provided by operating activities                             --                  --
                                                                      ---------           ---------

INVESTING ACTIVITIES:

   Cash distributions from unconsolidated subsidiaries                    3,477               2,329
                                                                      ---------           ---------

       Net cash provided by investing activities                          3,477               2,329
                                                                      ---------           ---------

FINANCING ACTIVITIES:

   Cash distributions to partners                                        (3,477)             (2,329)
                                                                      ---------           ---------

       Net cash used for financing activities                            (3,477)             (2,329)
                                                                      ---------           ---------

NET INCREASE IN CASH                                                         --                  --

CASH AT BEGINNING OF PERIOD                                                   2                   2
                                                                      ---------           ---------

CASH AT END OF PERIOD                                                 $       2           $       2
                                                                      =========           =========

</TABLE>


          The accompanying notes are an integral part of the condensed
                       consolidated financial statements.

                                        5

<PAGE>

                    FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

1.   ORGANIZATION AND BASIS OF PRESENTATION

   The  condensed  consolidated  balance  sheet as of December 31, 1995 has been
condensed from the audited  consolidated balance sheet at that date and restated
for  discontinued  operations  (see Note 2 below).  The  condensed  consolidated
balance sheet as of September 29, 1996, the condensed consolidated statements of
operations  for the thirteen and  thirty-nine  week periods ended  September 29,
1996 and October 1, 1995,  and the  condensed  consolidated  statements  of cash
flows for the  thirty-nine  week periods ended September 29, 1996 and October 1,
1995 have been prepared by Foamex-JPS  Automotive  L.P. and subsidiary  ("FJPS")
and have not been audited by FJPS's independent accountants. Also, the condensed
consolidated statements of operations for the thirteen week and thirty-nine week
periods ended October 1, 1995 and the condensed  consolidated  statement of cash
flows for the  thirty-nine  week period ended October 1, 1995 have been restated
for  discontinued  operations (see Note 2 below).  In the opinion of management,
all adjustments,  consisting only of normally recurring adjustments,  considered
necessary  for a fair  presentation  of  the  consolidated  financial  position,
results of operations and cash flows have been included.

   On August 28, 1996,  FJPS  entered into an agreement to sell its  partnership
interests in JPS Automotive L.P. ("JPS Automotive") to a subsidiary of Collins &
Aikman Corporation.  On August 1, 1996, Foamex L.P.  consummated the sale of the
outstanding  common  stock of Perfect  Fit  Industries,  Inc.  ("Perfect  Fit").
Accordingly,   the  accompanying  condensed  consolidated  financial  statements
reflects JPS Automotive and Perfect Fit as discontinued  operations.  See Note 2
below for further discussion.

   Certain  information and note disclosures  normally included in the financial
statements prepared in accordance with generally accepted accounting  principles
have been omitted in accordance with the rules and regulations of the Securities
and Exchange  Commission.  These  condensed  consolidated  financial  statements
should be read in conjunction FJPS's 1995 consolidated  financial statements and
notes  thereto as set forth in FJPS's  Annual Report on Form 10-K for the fiscal
year  ended  December  31,  1995.  In  addition,  these  condensed  consolidated
financial  statements  should be read in conjunction  with Foamex L.P.'s and JPS
Automotive's  condensed  consolidated  financial statements and notes thereto as
set forth in its respective  Form 10-Q for the quarterly  period ended September
29, 1996 as filed with the Securities and Exchange Commission.

   FJPS's   condensed   consolidated   financial   statements   consist  of  the
consolidated   results  of  operations  of  FJPS,   including  its  wholly-owned
subsidiary Foamex-JPS Capital Corporation ("FJCC"),  and its 98% equity interest
in Foamex L.P. and its 99% equity  interest in JPS  Automotive.  FJPS's share of
earnings of these unconsolidated  limited partnerships is reflected in income as
earned  and   distributions   will  be  credited   against  the   investment  in
unconsolidated  limited  partnerships  when  received.  FJPS has no employees or
operations of its own nor do its partners incur any expenses on its behalf.

2.   DISCONTINUED OPERATIONS

   On August 28, 1996,  FJPS  entered into an agreement to sell its  partnership
interests in JPS Automotive to a subsidiary of Collins & Aikman  Corporation for
$220.0 million,  subject to final adjustments,  which includes the assumption of
JPS  Automotive's  long-term  debt.  FJPS has  recorded  a loss on  disposal  of
discontinued  operations  of  approximately  $99.1 million  including  equity of
earnings of unconsolidated  limited  partnership of $0.1 million for the thirty-
nine  week  period  ended  September  29,  1996  relating  to  the  sale  of JPS
Automotive. For the thirty-nine week period ended October 1, 1995, the equity in
income from discontinued operations amounted to approximately $8.3 million. FJPS
expects the sale of JPS Automotive to be consummated prior to December 29, 1996.

                                        6

<PAGE>

                    FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

2.   DISCONTINUED OPERATIONS (continued)

   On August 1, 1996, Foamex L.P.  completed the sale of the outstanding  common
stock of Perfect Fit, a wholly-owned  subsidiary of Foamex L.P., for an adjusted
sale price of approximately $45.4 million, subject to post-closing  adjustments.
Foamex  L.P.  has  recorded a loss on  disposal of  discontinued  operations  of
approximately  $41.5 million including equity in loss of unconsolidated  limited
partnership of approximately  $1.0 million for the thirty-nine week period ended
September 29, 1996 relating to the sale of Perfect Fit.  Foamex L.P.  provided a
valuation  allowance  for the capital  loss  relating to the sale of Perfect Fit
since it expects that its future  capital  gain taxable  income will more likely
not be  sufficient  to fully  recognize  the deferred tax asset  relating to the
capital loss carryforward.


                                        7

<PAGE>

                    FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)


3.   SUMMARIZED FINANCIAL INFORMATION OF EQUITY AFFILIATE

   The following table presents summarized financial  information of Foamex L.P.
(98% owned) which is accounted for by the equity method as of September 29, 1996
and December 31, 1995 and for the thirteen and  thirty-nine  week periods  ended
September 29, 1996 and October 1, 1995.

Foamex L.P.(1)                      September 29,     December 31,
                                        1996              1995
                                              (thousands)
Current assets                        $303,298          $226,274
Noncurrent assets                      289,623           381,541
Current liabilities                    184,111           159,856
Noncurrent liabilities                 432,853           460,519
Note receivable from partner            49,854            44,444

                                        8

<PAGE>

                    FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

3.   SUMMARIZED FINANCIAL INFORMATION OF EQUITY AFFILIATE (continued)

Thirteen Week Period Ended:              September 29,          October 1,
                                             1996                  1995

Net sales                                  $ 236,766           $ 217,036
Gross profit                                  39,960              30,809
Income from continuing operations             11,445               5,214
Loss from discontinued operations             (1,989)               (142)
Net income                                     8,784               5,072

Thirty-Nine Week Period Ended:

Net sales                                  $ 696,344           $ 651,928
Gross profit                                 114,158              96,671
Income from continuing operations             34,611              19,528
Loss from discontinued operations            (41,516)               (640)
Net income (loss)                             (7,577)             18,888

(1) In April 1996,  Foamex  International  Inc.  contributed  the foam  products
operations of Foamex Latin America,  Inc. ("Latin America") to FJPS (99%) and to
FJGP Inc.  (1%) who then  contributed  its  investment in Latin America to FJPS.
FJPS  subsequently  contributed  its 100%  investment in Latin America to Foamex
L.P. The  contribution  was  accounted  for in a manner  similar to a pooling of
interests since the entities are under common control.  Accordingly, all periods
presented  have been restated to reflect the financial  condition and results of
operations of Latin America.  Also, on August 1, 1996, Foamex L.P. completed the
sale  of  Perfect  Fit,  accordingly,   the  condensed   consolidated  financial
information  presented above has been restated for  discontinued  operations and
includes the net loss associated with the sale of Perfect Fit.

4.   SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

                                                 39 Week Periods Ended
                                              September 29,     October 1,
                                                  1996              1995
                                                       (thousands)
Noncash items:
    Accretion on the FJPS Note                   $5,410          $4,661
    Debt issuance costs paid by partner              --             190
    Accrued debt issuance costs                      --              13


                                        9

<PAGE>

                        FOAMEX - JPS CAPITAL CORPORATION
          (A Wholly-Owned Subsidiary of Foamex - JPS Automotive L.P.)
                           Balance Sheets (unaudited)

                                                September 29,   December 31,
ASSETS                                              1996           1995
                                                        (thousands)

CASH                                               $    1         $    1
                                                   ======         ======

LIABILITIES AND STOCKHOLDER'S EQUITY

COMMITMENTS AND CONTINGENCIES                          --              --
                                                   ------         ------

STOCKHOLDER'S EQUITY:
      Common stock, par value $.01 per share;
      1,000 shares authorized, issued and
      outstanding                                      --              --

ADDITIONAL PAID IN CAPITAL                              1              1
                                                   ------         ------

TOTAL STOCKHOLDER'S EQUITY                         $    1         $    1
                                                   ======         ======


               The accompanying notes are an integral part of the
                                balance sheets.

                                       10

<PAGE>

                        FOAMEX-JPS CAPITAL CORPORATION 
           (A Wholly-Owned Subsidiary of Foamex-JPS Automotive L.P.)
                       NOTES TO BALANCE SHEETS (unaudited)

1.   ORGANIZATION

   Foamex-JPS  Capital  Corporation  ("FJCC"),  a  wholly-owned   subsidiary  of
Foamex-JPS Automotive L.P. ("FJPS"), was formed and initially capitalized on May
13, 1994. FJCC engages in business activities related to borrowing money for the
benefit of FJPS.

2.   COMMITMENTS AND CONTINGENCIES

   FJCC is a joint and several  obligor with FJPS on  borrowings  consisting  of
$78.2 million senior secured  discount  debentures due 2004, (net of unamortized
debt discount of $38.5 million) (the "Discount Debentures").

   The Discount  Debentures in the aggregate  principal amount of $116.7 million
were issued on June 28, 1994 by FJPS and FJCC.  The original  issue  discount is
being amortized  using the weighted  average to maturity method over the life of
the issue.  No cash  interest  is payable on the  Discount  Debentures  prior to
January 1, 2000;  rather,  the Discount  Debentures accrete on a daily basis and
compounds semiannually at the rate of 13.50% per annum from the date of issuance
of the Discount  Debentures  through  June 30,  1996,  at the rate of 13.75% per
annum from July 1, 1996  through  June 30,  1997,  and at the rate of 14.00% per
annum from July 1, 1997 through June 30, 1999.


                                       11

<PAGE>


Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATION


General

   The results of operations of Foamex-JPS  Automotive L.P. ("FJPS") include its
equity in the  undistributed  earnings of Foamex L.P.  and JPS  Automotive  L.P.
("JPS  Automotive") and interest and debt issuance expense on the senior secured
discount  debentures  due 2004 (the "Discount  Debentures").  FJPS has no direct
control or influence over Foamex L.P. or JPS Automotive. Control is exercised by
Foamex International Inc. ("Foamex  International") through its ownership of the
respective managing general partners of Foamex L.P., JPS Automotive, and FJPS.

   On August 28, 1996,  FJPS  entered into an agreement to sell its  partnership
interests in JPS Automotive L.P. ("JPS Automotive") to a subsidiary of Collins &
Aikman  Corporation.  FJPS expects the sale of JPS  Automotive to be consummated
prior to December 29, 1996. On August 1, 1996, Foamex L.P.  consummated the sale
of the outstanding common stock of Perfect Fit Industries, Inc. ("Perfect Fit").
Accordingly,   the  accompanying  condensed  consolidated  financial  statements
reflects JPS Automotive and Perfect Fit as discontinued  operations.  See Note 2
to the condensed consolidated financial statements for further discussion.

Results of Operations

   The  following  is a  summarized  discussion  of  Foamex  L.P.'s  results  of
operations.  For further information regarding Foamex L.P., reference is made to
the Form 10-Q's of Foamex L.P.  for the thirteen  and  thirty-nine  week periods
ended September 29, 1996 as filed with the Securities and Exchange Commission.

13 Week Period Ended September 29, 1996 Compared to 13 Week Period Ended 
October 1, 1995

   Foamex L.P.

   Net sales for 1996 were $236.8 million as compared to $217.0 million in 1995,
an  increase  of $19.8  million  or 9.1%.  Carpet  cushion  net  sales  for 1996
increased  13.4% to $77.0  million from $67.9  million in 1995  primarily due to
increased  selling  prices  late  in the  second  quarter  of  1996,  as well as
increased  shipments of certain carpet  cushion  products.  Cushioning  foam net
sales for 1996  increased  4.5% to $86.0  million  from  $82.3  million  in 1995
primarily  due to an  increase in net sales  volume  from both new and  existing
customers  of bedding  related  products,  as well as increased  selling  prices
initiated at the beginning of 1996. Automotive foam net sales for 1996 increased
8.5% to $55.9  million from $51.5  million in 1995  primarily due to a continued
increase in net sales of  tri-laminates  and composite  headliners and increased
selling prices initiated at the beginning of 1996.  Technical foam net sales for
1996  increased  17.0% to $17.9 million from $15.3 million in 1995 primarily due
to increased selling prices and increased net sales volume.

   Gross  profit as a percentage  of net sales  increased to 16.9% for 1996 from
14.2% in 1995 primarily due to selling price increases and improved material and
production efficiencies.

                                       12

<PAGE>


Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATION

   Income from operations increased to $24.9 million for 1996 from $16.9 million
in 1995 primarily due to improved gross profit margins as discussed above offset
by an increase of $1.2 million in selling,  general and administrative  expenses
for 1996.  The  increase in  selling,  general  and  administrative  expenses is
primarily due to increases  associated  with  management  realignment  under the
operational plan offset by reductions in salary, professional and travel costs.

   Income from  continuing  operations  increased to $11.4 million for 1996 from
$5.2  million in 1995  primarily  due to reasons  cited  above.  The increase in
interest and debt issuance expense is primarily due to (i) the inclusion in 1996
continuing  operations  of interest  expense on the $29.8 million of public debt
that  Foamex  L.P.  has offered to redeem;  whereas  for the 1995  period,  this
interest  expense  was  allocated  to  discontinued  operations  (ii)  offset by
favorable results from interest rate swap agreements.

   The loss from discontinued  operations  totaling $2.0 million for 1996 is the
result of the sale of Perfect Fit which was completed on August 1, 1996.

   The  extraordinary  loss on  early  extinguishment  of  debt of $0.7  million
relates  to the  write-off  of debt  issuance  costs  associated  with the early
extinguishment of $12.0 million of bank term loan borrowings.

   Operating  results for 1996 are expected to be influenced by various internal
and  external  factors.  These  factors  include,  among other  things,  (i) the
implementation  of an operational plan to improve the  profitability of the foam
products  segment,  (ii) the  completion of the  consolidation  of thirteen foam
production,  fabrication or branch locations,  (iii) the potential  reduction of
long-term debt with  substantially all of the proceeds from the sale of the home
comfort products segment, (iv) additional raw material price increases,  if any,
by Foamex L.P.'s chemical  suppliers and (v) Foamex L.P.'s success in passing on
selling price increases to recover previous raw material cost increases.(1)

(1)   This paragraph contains  forward-looking  statements and should be read in
      conjunction with the discussion  regarding forward-looking statements set
      forth on Page 5 of Foamex L.P.'s Annual Report on Form 10-K.

                                       13
<PAGE>

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATION

39 Week Period Ended September 29, 1996 Compared to 39 Week Period Ended 
October 1, 1995

   Foamex L.P.

   Net sales for 1996 were $696.3  million as compared to $651.9 million in 1995
for an  increase  of $44.4  million or 6.8%.  Carpet  cushion net sales for 1996
increased  4.7% to $217.2  million from $207.5  million in 1995 primarily due to
increased selling prices late in the second quarter of 1996 offset by a decrease
in net sales volume during the first quarter of 1996.  Cushioning foam net sales
for 1996  increased 7.6% to $252.0 million from $234.2 million in 1995 primarily
due to  increased  net sales  volume  from both new and  existing  customers  of
bedding related products, increased selling prices initiated at the beginning of
1996 and the April 1995 acquisition of a company which  manufactures  cushioning
products.  Automotive  foam net sales for 1996  increased 8.0% to $175.2 million
from $162.2 million in 1995  primarily due to a continued  increase in net sales
of tri-laminates and composite headliners and increased selling prices initiated
at the beginning of 1996.  Technical  foam net sales for 1996  increased 8.1% to
$51.9  million from $48.0  million in 1995  primarily  due to increased  selling
prices and increased net sales volume.

   Gross  profit as a percentage  of net sales  increased to 16.4% for 1996 from
14.8% in 1995 primarily due to selling price increases and improved material and
production efficiencies.

   Income from operations increased to $72.0 million for 1996 from $55.6 million
in 1995 primarily due to improved gross profit margins as discussed above offset
by an increase of $1.1 in selling,  general  and  administrative  expenses.  The
increase in selling,  general and  administrative  expenses is primarily  due to
increases  associated with  management  realignment  under the operational  plan
offset by reductions in salary, professional and travel costs.

   Income from  continuing  operations  increased to $34.6 million for 1996 from
$19.5 million in 1995 primarily due to the reasons cited above and a decrease in
interest and debt issuance expense of $1.7 million. The decrease in interest and
debt issuance expense was primarily due to favorable  results from interest rate
swap  agreements  offset  by the  inclusion  in 1996  continuing  operations  of
interest  expense  on the $29.8  million of public  debt that  Foamex  L.P.  has
offered to redeem;  whereas  for the 1995  period,  this  interest  expense  was
allocated to discontinued operations.

   The loss from discontinued  operations totaling $41.5 million for 1996 is the
result of the sale of Perfect Fit which was  completed on August 1, 1996 and the
operating losses of Perfect Fit for the periods presented.

   The  extraordinary  loss on  early  extinguishment  of  debt of $0.7  million
relates  to the  write-off  of debt  issuance  costs  associated  with the early
extinguishment of $12.0 million of bank term loan borrowings.

   Operating  results for 1996 are expected to be influenced by various internal
and  external  factors.  These  factors  include,  among other  things,  (i) the
implementation  of an operational plan to improve the  profitability of the foam
products  segment,  (ii) the  completion of the  consolidation  of thirteen foam
production,  fabrication or branch locations,  (iii) the potential  reduction of
long-term debt with  substantially all of the proceeds from the sale of the home
comfort products segment, (iv) additional raw material price increases,  if any,
by Foamex L.P.'s chemical  suppliers and (v) Foamex L.P.'s success in passing on
selling price increases to recover previous raw material cost increases.(1)

(1)   This paragraph contains  forward-looking  statements and should be read in
      conjunction with the discussion  regarding forward-looking statements set
      forth on Page 5 of Foamex L.P.'s Annual Report on Form 10-K.

                                       14
<PAGE>

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATION


Liquidity and Capital Resources

   FJPS's  only  source of cash to meet its  obligations,  including  paying the
principal of, premium, if any, or interest on the Discount Debentures and a note
payable to Foamex L.P.  (the "FJPS Note") when due,  are capital  contributions,
dividends, loans, advances or other payments, as applicable, from Foamex L.P. or
from its partners,  Foamex International and FJGP Inc. Foamex L.P. is subject to
significant  contractual  restrictions  on its ability to pay  dividends or make
loans,  advances  or  payments  to FJPS.  FJPS does not  anticipate  funding any
operating cash  requirements of Foamex L.P.  During the thirty-nine  week period
ended  September  29, 1996,  FJPS received  $3.5 million of  distributions  from
Foamex L.P. and paid $3.5 million of distributions to its partners.


                                       15

<PAGE>

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

        Reference is made to the description of the legal proceedings
        contained in FJPS's Annual Report on Form 10-K for the fiscal year
        ended December 31, 1995 and in FJPS's Quarterly Reports on Form 10-Q
        for the fiscal quarters ended March 31, 1996 and June 30, 1996.

Item 2. Changes in Securities.

        None.

Item 3. Defaults Upon Senior Securities.

        None.

Item 4. Submission of Matters to a Vote of Security Holders.

        None.

Item 5. Other Information.

        In connection with the sale of JPS Automotive,  on October 7, 1996, FJPS
        and  Foamex-JPS  Capital  Corporation,  a subsidiary  of FJPS  ("FJCC"),
        solicited  from the  holders of their  Discount  Debentures  a waiver of
        certain  provisions  of the  indenture  pursuant  to which the  Discount
        Debentures  were  issued.  As of  October  23,  1996,  FJPS and FJCC had
        received  waivers  from  holders  of 100% of the  outstanding  principal
        amount of Discount Debentures.

        In  addition,  on  September  23,  1996,  Foamex L.P.  offered to redeem
        approximately $29.8 million of its publicly held notes and debentures at
        101% of the principal amount from the remaining  proceeds of the sale of
        Perfect Fit. As of October 31, 1996, Foamex L.P. received acceptances of
        the  offer to  redeem  from  holders  of its  publicly  held  notes  and
        debentures  representing  $11.0  million  of offers for  redemption.  On
        November 8, 1996, Foamex L.P. issued a supplemental  offer to redeem the
        remaining portion of the $29.8 million principal amount.

Item 6. Exhibits and Reports on Form 8-K.

        (a) Exhibits

3.1(a)    - Restated Certificate of Incorporation of Foamex International.
3.2(a)    - By-laws of Foamex International.
3.3(i)    - First Amended and Restated Agreement of Limited Partnership of FJPS.
3.4(i)    - Certificate of Incorporation of FJCC.
3.5(i)    - By-laws of FJCC.
3.6(i)    - Certificate of Incorporation of FJGP.
3.7(i)    - By-laws of FJGP.
4.1(b)    - Indenture, dated as of June 3, 1993, among Foamex L.P. and Foamex
            Capital Corporation ("FCC"), as joint and several obligors, General
            Felt, as Guarantor, and Shawmut Bank, National Association
            ("Shawmut"), as trustee, relating to $160,000,000 principal amount 
            of 9 1/2% Senior Secured Notes due 2000 (the "Senior Secured 
            Notes"), including form of Senior Secured Note.
4.2(a)    - First Supplemental Indenture, dated as of November 18, 1993, among
            Foamex International and FCC, as Issuers, General Felt Industries,
            Inc. ("General Felt") and Perfect Fit, as Guarantors, and Shawmut,
            as trustee, relating to the Senior Secured Notes.
4.3(a)    - Second Supplemental Indenture, dated as of December 14, 1993, among
            Foamex L.P. and FCC, as Issuers, Foamex International, General Felt
            and Perfect Fit, as Guarantors, and Shawmut, as trustee, relating to
            the Senior Secured Notes.
4.3.1(t)  - Third Supplemental Indenture, dated as of August 1, 1996, by and
            Foamex among Foamex L.P. and Foamex Capital Corporation, as Issuers,
            International Inc., as parent guarantor, General Felt Industries,
            Inc., as guarantor, Perfect Fit Industries, Inc., as withdrawing
            guarantor, and Fleet National Bank, as Trustee, relating to the 
            Senior Secured Notes.
4.4(b)    - Company Pledge Agreement, dated as of June 3, 1993, by Foamex L.P.
            in favor of Shawmut, as trustee for the holders of the Senior 
            Secured Notes.

                                       16

<PAGE>

4.5(b)    - Company Pledge Agreement, dated as of June 3, 1993, by FCC in favor
            of Shawmut, as trustee for the holders of the Senior Secured Notes.
4.6(b)    - Subsidiary Pledge Agreement, dated as of June 3, 1993, by General
            Felt in favor of Shawmut, as trustee for the holders of the Senior
            Secured Notes.
4.7(b)    - Company Security Agreement, dated as of June 3, 1993, by Foamex L.P.
            and FCC in favor of Shawmut, as trustee for the holders of the 
            Senior Secured Notes.
4.8(b)    - Subsidiary Security Agreement, dated as of June 3, 1993, by General
            Felt in favor of Shawmut, as trustee for the holders of the Senior
            Secured Notes.
4.9(b)    - Collateral Assignment of Patents and Trademarks, dated as of June 3,
            1993, by Foamex L.P. in favor of Shawmut, as trustee for the holders
            of the Senior Secured Notes.
4.10(b)   - Collateral Assignment of Patents and Trademarks, dated as of June 3,
            1993, by FCC in favor of Shawmut, as trustee for the holders of the
            Senior Secured Notes.
4.11(b)   - Collateral Assignment of Patents and Trademarks, dated as of June 3,
            1993, by General Felt in favor of Shawmut, as trustee for the 
            holders of the Senior Secured Notes.
4.12(a)   - Pledge Agreement of Perfect Fit, dated November 18, 1993, in
            connection with the Senior Secured Notes.
4.13(c)   - Indenture, dated as of October 13, 1992, among Foamex L.P., FCC and
            The Connecticut National Bank, as trustee, relating to $150,000,000
            principal amount of 11 1/4% Senior Notes due 2002 (the "Senior
            Notes"), including form of Senior Note.
4.14(d)   - First Supplemental Indenture, dated as of March 23, 1993, among
            Foamex L.P. and FCC, as joint and several obligors, General Felt, 
            as Guarantor, and Shawmut Bank Connecticut, National Association
            (formerly The Connecticut National Bank ("Shawmut Connecticut")), 
            as trustee, relating to the Senior Notes.
4.15(a)   - Second Supplemental Indenture, dated as of November 18, 1993, among
            Foamex L.P. and FCC, as Issuers, General Felt and Perfect Fit, as
            Guarantors and Shawmut Connecticut, as trustee, relating to the 
            Senior Notes.
4.16(a)   - Third Supplemental Indenture, dated as of December 14, 1993, among
            Foamex L.P. and FCC, as Issuers, Foamex International, General Felt
            and Perfect Fit, as Guarantors and Shawmut Connecticut, as trustee,
            relating to the Senior Notes.
4.17(m)   - Fourth Supplemental Indenture, dated as of October 31, 1994, among
            Foamex L.P. and FCC as Issuers, Foamex International as Parent
            Guarantor, General Felt and Perfect Fit as Guarantors and Shawmut
            Connecticut, as Trustee, relating to the Senior Notes.
4.17.1(t) - Fifth Supplemental Indenture, dated as of August 1, 1996, by and
            among Foamex L.P. and Foamex Capital Corporation, as Issuers, 
            Foamex International Inc., as parent guarantor, General Felt 
            Industries, Inc., as guarantor, Perfect Fit Industries, Inc.,
            as withdrawing guarantor, and Fleet National Bank, as Trustee,
            relating to the Senior Notes.
4.18(c)   - Indenture, dated as of October 13, 1992, among Foamex L.P., FCC and
            Shawmut Bank, as trustee, relating to $126,000,000 principal amount
            of 117/8% Senior Subordinated Debentures due 2004 (the "Senior
            Subordinated Debentures"), including form of Senior Subordinated
            Debenture.
4.19(d)   - First Supplemental Indenture, dated as of March 23, 1993, among
            Foamex L.P. and FCC, as joint and several obligors, General Felt,
            as Guarantor, and Shawmut, as trustee, relating to the Senior
            Subordinated Debentures.
4.20(a)   - Second Supplemental Indenture, dated as of November 18, 1993, among
            Foamex L.P. and FCC, as Issuers, General Felt and Perfect Fit, as
            Guarantors and Shawmut, as trustee, relating to the Senior
            Subordinated Debentures.
4.21(b)   - Third Supplemental Indenture, dated as of December 14, 1993, among
            Foamex L.P. and FCC, as Issuers, Foamex International, General Felt
            and Perfect Fit, as Guarantors and Shawmut, as trustee, relating to
            the Senior Subordinated Debentures.
4.21.1(t) - Fourth Supplemental Indenture, dated as of August 1, 1996, by and
            among Foamex L.P. and Foamex Capital Corporation, as Issuers, 
            Foamex International Inc., as parent guarantor, General Felt 
            Industries, Inc., as guarantor, Perfect Fit Industries, Inc.,
            as withdrawi ngguarantor, and Fleet National Bank, as Trustee, 
            relating to the Subordinated Debentures.

                                       17

<PAGE>

4.22(i)   - Indenture, dated as of June 28, 1994, among FJPS and FJCC, as
            Issuers, Trace Holdings, as guarantor, and Shawmut Connecticut, as
            trustee, relating to $116,745,000 principal amount of Senior Secured
            Discount Debentures due 2004 (the "Senior Secured Discount
            Debentures'), including form of Senior Secured Discount Debenture.
4.23(m)   - Pledge Agreement, dated as of June 28, 1994, made by FJPS in favor
            of Shawmut, as collateral agent for the holders of the Senior
            Secured Discount Debentures.
4.24(i)   - Senior Note, dated June 28, 1994, in the aggregate principal amount
            of $87,943,103.14 due July 1, 2006, executed by FJPS to Foamex L.P.
4.25(m)   - Pledge Agreement, dated as of June 28, 1994, among FJPS in favor of
            Foamex L.P. to secure its obligations under its Senior Note due 
            2006.
4.26(m)   - Pledge Agreement, dated as of June 28, 1994, made by JPS Automotive
            L.P. in favor of Foamex L.P. to secure FJPS's obligations under its
            Senior Note due 2006.
4.27(g)   - Indenture, between Products Corp. and Shawmut Connecticut, as
            Trustee, relating to $180,000,000 principal amount of 111/8% Senior
            Notes due 2001 (the "JPS Automotive Senior Notes"), including form
            of the JPS Automotive Senior Note.
4.28(j)   - First Supplemental Indenture, dated as of October 5, 1994, between
            JPS Automotive, JPS Automotive L.P. and Shawmut Connecticut, as
            Trustee, relating to the JPS Automotive Senior Notes due 2001.
4.29(t)   - Commitment letter, dated July 9, 1996, from The Bank of Nova Scotia
            to Foamex Canada Inc. 
4.30(k)   - Second Amended and Restated Credit Agreement, dated as of June 28,
            1994, among Foamex L.P., General Felt, Perfect Fit, Trace Foam
            Company Inc. ("Trace Foam"), FMXI Inc., Citibank, N.A., The Bank of
            Nova Scotia, the institutions from time to time parties thereto as
            lenders, the institutions parties thereto as issuing banks and
            Citibank, N.A. and The Bank of Nova Scotia, as Administrative Agents
            (the "Foamex Credit Agreement").
4.30.1(t) - Third Amended and Restated Credit Agreement, dated as of July 30,
            1996, among Foamex L.P., General Felt, Trace Foam, FMXI, Citibank,
            N.A., The Bank of Nova Scotia, the institutions from time to time
            parties thereto as lenders, the institutions parties thereto as
            issuing banks and Citibank, N.A. and The Bank of Nova Scotia, as
            Administrative Agents (the "Credit Agreement").
4.31(m)   - First Amendment to Second Amended and Restated Credit Agreement of
            Foamex L.P., dated as of August 19, 1994.
4.32(m)   - Second Amendment to Second Amended and Restated Credit Agreement of
            Foamex L.P., dated as of November 11, 1994.
4.33(m)   - Third Amendment to Second Amended and Restated Credit Agreement of
            Foamex L.P., dated as of February 8, 1995.
4.34(p)   - Fourth Amendment to Second Amended and Restated Credit Agreement of
            Foamex L.P., dated as of June 30, 1995.
4.35(s)   - Fifth Amendment to Second Amended and Restated Credit Agreement of
            Foamex L.P., dated as of February 27, 1996.
4.36(s)   - Letter of Consent to Waiver to the Second Amended and Restated
            Foamex L.P. Credit Agreement, dated December 31, 1995.
4.37(s)   - Letter of Consent to Waiver to the Second Amended and Restated
            Foamex L.P. Credit Agreement, dated January 25, 1996.
4.38(a)   - Guaranties, dated November 18, 1993, executed by each of Foamex
            L.P., General Felt and Perfect Fit, as guarantor, respectively, in
            favor of Citibank, N.A., as Administrative Agent, for the ratable
            benefit of the lenders and the issuing banks, guaranteeing the
            obligations of one another under the Foamex Credit Agreement.
4.39(a)   - Guaranty, dated November 18, 1993, executed by FCC in favor of
            Citibank, N.A., as Administrative Agent, for the ratable benefit of
            the lenders and the issuing banks, guaranteeing the obligations of
            Foamex L.P., General Felt and Perfect Fit under the Foamex Credit
            Agreement.
4.40(i)   - Amended and Restated Guaranty, dated as of June 28, 1994, executed
            by Foamex International in favor of Citibank, N.A. and The Bank of
            Nova Scotia, as Administrative Agents, for the ratable benefit of
            the lenders and the issuing banks under the Foamex Credit Agreement.


                                       18

<PAGE>
4.41(s)   - First Amendment to Amended and Restated Guaranty, dated June 30,
            1995, executed by Foamex International in favor of Citibank, N.A. 
            and The Bank of Nova Scotia, as Administrative Agents, for the 
            ratable benefit of the lenders and the issuing banks under the 
            Foamex Credit Agreement.
4.42(s)   - Second Amendment to Amended and Restated Guaranty, dated February
            27, 1996, executed by Foamex International in favor of Citibank, 
            N.A. and The Bank of Nova Scotia, as Administrative Agents, for the
            ratable benefit of the lenders and the issuing banks under the
            Foamex Credit Agreement.
4.43(a)   - Security Agreements, dated November 18, 1993, executed by each of
            Foamex L.P., General Felt, Perfect Fit and FCC, respectively, and
            Citibank N.A., as Administrative Agent for the lenders and the 
            issuing banks under the Foamex Credit Agreement.
4.44(i)   - Amendatory Agreement, dated as of June 28, 1994, among Foamex L.P.,
            General Felt, Perfect Fit, FCC and Citibank, N.A., as collateral 
            agent under the Foamex Credit Agreement.
4.44.1(t) - Amendatory Agreement, dated as of July 30, 1996, among Foamex L.P.,
            General Felt Industries, Inc., Foamex Capital Corporation, and
            Citibank N.A., as collateral agent under the Credit Agreement.
4.45(a)   - Intercreditor Agreement, dated as of November 18, 1993, by and
            between Citibank, N.A., as Administrative Agent under the Credit
            Agreement and Shawmut, as trustee under the Foamex L.P. Senior 
            Secured Note Indenture.
4.46(j)   - Amended and Restated Credit Agreement, dated October 5, 1994, by and
            among, JPS Automotive Products Corp., JPS Automotive L.P., JPSGP 
            Inc., the institutions party thereto as Lenders, the institutions 
            party thereto as Issuing Banks, and Citibank, N.A. and The Bank of
            Nova Scotia (the "JPS Credit Agreement").
4.47(m)   - First Amendment to JPS Credit Agreement, dated as of November 11,
            1994.
4.48(m)   - Second Amendment to JPS Credit Agreement, dated as of February 8,
            1995.
4.49(r)   - Third Amendment to the JPS Credit Agreement, dated as of February
            27, 1996.
4.49.1(u) - Fourth Amendment to the Amended and Restated Credit Agreement of JPS
            Automotive, dated as of June 17, 1996.
4.50(a)   - Subordinated Promissory Note, dated as of May 6, 1993, in the
            original principal amount of $7,014,864 executed by Foamex L.P. to
            John Rallis ("Rallis").
4.51(a)   - Marely Loan Commitment Agreement, dated as of December 14, 1993, by
            and between Foamex International and Marely I.S.A. ("Marely").
4.52(a)   - DLJ Loan Commitment Agreement, dated as of December 14, 1993, by and
            between Foamex International and DLJ Funding Inc. ("DLJ Funding").
4.53(p)   - Promissory Note, dated July 7, 1995, in the aggregate principal
            amount of $4,372,516, executed by Trace International Holdings Inc.
            ("Trace Holdings") to Foamex L.P.
4.54(s)   - Promissory Note, dated December 8, 1995, in the aggregate principal
            amount of $2,000,000 executed by Foamex International to Foamex L.P.
10.1(a)   - Registration Rights Agreement, dated as of December 14, 1993, by 
            and among Foamex International and GBNY and, for certain limited 
            purposes as set forth therein, Trace Holdings and Trace Foam.
10.2(a)   - Registration Rights Agreement, dated as of December 14, 1993, by 
            and among Foamex International and RFC and, for certain limited 
            purposes as set forth therein, Trace Holdings and Trace Foam.
10.3(a)   - Registration Rights Agreement, dated as of December 14, 1993, by and
            between Foamex International and Rallis.
10.4(a)   - Registration Rights Agreement, dated as of December 14, 1993, by and
            among Foamex International and DLJ Funding and, for certain limited
            purposes as set forth therein, Trace Holdings and Trace Foam.
10.5(a)   - Registration Rights Agreement, dated as of December 14, 1993, by and
            between Foamex International and FCD Sub, Inc.
10.6(a)   - Registration Rights Agreement, dated as of December 14, 1993, by and
            among Foamex International and Marely and, for certain limited
            purposes as set forth therein, Trace Holdings and Trace Foam.
10.7(a)   - Registration Rights Agreement, dated as of December 14, 1993, by and
            between Foamex International and Trace Foam.


                                       19

<PAGE>
10.8(a)   - Registration Rights Agreement, dated as of December 14, 1993, by and
            between Foamex International and Trace Holdings.
10.9(a)   - Registration Rights Agreement, dated as of November 18, 1993, by and
            among Foamex International and the Investors which are signatories
            thereto.
10.10(i)  - Warrant Registration Rights Agreement, dated as of June 28, 1994, 
            by and among Foamex International, DLJ Funding and Smith Barney Inc.
10.11(i)  - Senior Secured Discount Debenture Registration Rights Agreement,
            dated as of June 28, 1994, among FJPS, FJCC, Trace Holdings, DLJ
            Funding and Smith Barney Inc.
10.12(h)  - Warrant Agreement, dated as of June 28, 1994, between Foamex
            International and Shawmut Bank.
10.13(b)  - Interest Rate and Currency Exchange Agreement, dated as of June 14,
            1993, among Foamex L.P., FCC and Salomon Brothers Holdings Company
            Inc ("Salomon Holdings").
10.14(m)  - Swap Agreement, dated as of March 31, 1994, and amended in November
            1994, by and between Foamex L.P. and Citibank, N.A.
10.15(s)  - Amended Confirmation Letter Agreement, dated as of February 2, 1996,
            by and between Foamex L.P. and Citibank, N.A.
10.16(b)  - Revised Swap Transaction Letter Agreement, dated as of June 10,
            1993, among Foamex L.P., FCC, and Salomon Holdings.
10.17(g)  - Swap Agreement, dated as of June 30, 1994, by and between JPS
            Automotive and Citibank, N.A.
10.18(q)  - Revised Swap Transaction Letter Agreement, dated May 11, 1995, by
            and among JPS Automotive Products Corp., JPS Automotive, and
            Citibank, N.A.
10.19(d)  - Reimbursement Agreement, dated as of March 23, 1993, between Trace
            Holdings and General Felt.
10.20(d)  - Shareholder Agreement, dated December 31, 1992, among Recticel, s.a.
            ("Recticel"), Recticel Holding Noord B.V., Foamex L.P., Beamech
            Group Limited, LME-Beamech, Inc., James Brian Blackell and Prefoam
            AG relating to foam technology sharing arrangement.
10.21(e)  - Asset Transfer Agreement, dated as of October 2, 1990, between Trace
            Holdings and Foamex L.P. (the "Trace Holdings Asset Transfer
            Agreement").
10.22(e)  - First Amendment, dated as of December 19, 1991, to the Trace
            Holdings Asset Transfer Agreement.
10.23(e)  - Amended and Restated Guaranty, dated as of December 19, 1991, made
            by Trace Foam in favor of Foamex L.P.
10.24(e)  - Asset Transfer Agreement, dated as of October 2, 1990, between
            Recticel Foam Corporation ("RFC") and Foamex L.P. (the "RFC Asset
            Transfer Agreement").
10.25(e)  - First Amendment, dated as of December 19, 1991, to the RFC Asset
            Transfer Agreement.
10.26(e)  - Schedule 5.03 to the RFC Asset Transfer Agreement (the "5.03
            Protocol").
10.27(d)  - The 5.03 Protocol Assumption Agreement, dated as of October 13,
            1992, between RFC and Foamex L.P.
10.28(d)  - Letter Agreement between Trace Holdings and Recticel regarding the
            Recticel guaranty, dated as of July 22, 1992.
10.29(e)  - Supply Agreement between Recticel, formerly known as Gechem s.a.,
            and Foamex L.P., dated as of August 1, 1991.
10.30(i)  - Supply Agreement, dated June 28, 1994, between Foamex L.P. and
            Foamex International.
10.31(i)  - First Amended and Restated Tax Sharing Agreement, dated as of
            December 14, 1993, among Foamex L.P., Trace Foam, FMXI Inc., and
            Foamex International.
10.32(i)  - Tax Sharing Agreement, dated as of June 28, 1994, among FJPS and
            Foamex International.
10.33(d)  - Trace Foam Management Agreement between Foamex L.P. and Trace Foam,
            dated as of October 13, 1992.
10.34(i)  - Affirmation Agreement re: Management Agreement, dated as of December
            14, 1993 between Foamex L.P. and Trace Foam.
10.35(e)  - Salaried Incentive Plan of Foamex L.P. and Foamex Canada Inc.,
            General Felt, and Perfect Fit.
10.36(e)  - Trace Holdings 1987 Nonqualified Stock Option Plan.
10.37(e)  - Equity Growth Participation Program.
10.38(e)  - Foamex L.P. Salaried Retirement Plan (formerly known as the Foamex
            L.P. Products, Inc. Salaried Employee Retirement Plan), as amended,
            effective July 1, 1984.


                                       20

<PAGE>
10.39(l)  - General Felt Industries, Inc. Retirement Plan for Salaried
            Employees, effective as of January 1, 1995.
10.40(e)  - Foamex L.P. 401(k) Savings Plan dated January 1, 1989.
10.41(s)  - Foamex/GFI 401(k) Savings Plan dated July 1, 1995.
10.42(a)  - Foamex International's 1993 Stock Option Plan.
10.43(a)  - Foamex International's Non-Employee Director Compensation Plan.
10.44(g)  - Hourly Employees' Pension Plan of Products Corp.
10.45(r)  - Retirement Pension Plan for Employees of JPS Automotive.
10.46(q)  - Savings, Investment and Profit Sharing Plan of JPS Automotive, dated
            October 6, 1994.
10.47(q)  - First Amendment to Savings, Investment and Profit Sharing Plan of
            JPS Automotive, dated July 26, 1995.
10.48(a)  - Employment Agreement, dated as of May 6, 1993, by and between Foamex
            L.P. and Rallis.
10.49(f)  - Employment Agreement, dated as of February 1, 1994, by and between
            Foamex L.P. and William H. Bundy.
10.50(s)  - Employment Agreement, dated as of June 26, 1995, by and between
            Foamex L.P. and Salvatore J. Bonanno.
10.51(j)  - Employment Agreement between Foamex International, JPS Automotive
            and Jerry Burns.
10.52(o)  - Employment Agreement, dated as of August 4, 1994 by and among Foamex
            International, JPS Automotive, and Robert Sparks.
10.53(r)  - Employment Agreement, dated as of September 1, 1995 by and between
            JPS Automotive and Dean Gaskins.
10.54(n)  - Bonus Agreement, dated as of May 7, 1993, between Foamex
            International and Robert Hay.
10.55(a)  - Amended and Restated Put Option Agreement, dated as of December 14,
            1993, by and between Trace Holdings and Rallis.
10.56(f)  - Stock Purchase Agreement, dated as of December 23, 1993, by and
            among Transformacion de Espumas y Fieltros, S. A., the stockholders
            which are parties thereto, and Foamex L.P.
10.57(g)  - Asset Purchase Agreement, dated as of May 25, 1994, by and among JPS
            Automotive, JPS Textile Group, Inc., Foamex International, JPS Auto
            Inc. and JPS Converter & Industrial Corp. ("C&I").
10.58(g)  - Services Agreement, by and between JPS Automotive and Foamex
            International.
10.59(g)  - Dunean Reciprocal Easement Agreement, by and between JPS Automotive
            and C&I.
10.60(g)  - Supply Agreement, by and among Foamex International and certain of
            its affiliates and JPS Automotive.
10.61(g)  - Tax Sharing Agreement, by and among JPS Automotive and its partners.
10.62(g)  - Financing Agreement, dated as June 4, 1993, by and between
            NationsBank of North Carolina, N.A. and Cramerton Automotive L.P.
            ("Cramerton"), as amended by the First Amendment and Correction of
            Financing Agreement, dated as of April 28, 1994.
10.63(o)  - Second Amendment and Correction of Financing Agreement, dated as of
            December 28, 1994, by and between NationsBank of North Carolina,
            N.A. and Cramerton.
10.64(r)  - Third Amendment to Financing Agreement, dated December 12, 1995, by
            and between NationsBank of North Carolina, N.A. and Cramerton.
10.64.1(u)- Fourth Amendment to Financing Agreement, dated June 14, 1996, by
            and between NationsBank of North Carolina, N.A. and Cramerton.
10.65(g)  - Amended and Restated Agreement of Limited Partnership of Cramerton
            Automotive Products, L.P., dated as of December 2, 1991.
10.66(m)  - First Amendment to Amended and Restated Agreement of Limited
            Partnership of Cramerton Automotive Products, L.P., dated as of June
            28, 1994.
10.67(m)  - Second Amendment to Amended and Restated Agreement of Limited
            Partnership of Cramerton Automotive Products, L.P., dated as of
            October 5, 1994.
10.68(g)  - Stockholders' Agreement, dated as of December 2, 1991, by and among
            Cramerton Management Corp., JPS Group and Seiren Co., Ltd. (the
            "Stockholders' Agreement").
10.69(m)  - First Amendment to Stockholders' Agreement, dated as of June 28,
            1994.


                                       21

<PAGE>


10.70(v)  - Agreement and Plan of Merger, as amended, dated as of June 11, 1996,
            by and among PFI Subsidiary, Inc., PFI Acquisition Corp., Jody B.
            Vitale, Perfect Fit, General Felt and Foamex.

------------------

(a)       Incorporated herein by reference to the Exhibit to Foamex
          International's Registration Statement on Form S-1, Registration No.
          33-69606.

(b)       Incorporated herein by reference to the Exhibit to the Registration
          Statement of Foamex L.P. and FCC on Form S-4, Registration No.
          33-65158.

(c)       Incorporated herein by reference to the Exhibit to the Registration
          Statement of Foamex L.P., FCC and General Felt on Form S-1,
          Registration Nos. 33-60888, 33-60888-01, and 33-60888-02.

(d)       Incorporated herein by reference to the Exhibit to the Form 10-K of
          Foamex L.P. and FCC for fiscal 1992.

(e)       Incorporated herein by reference to the Exhibit to the Registration
          Statement of Foamex L.P. and FCC on Form S-1, Registration Nos.
          33-49976 and 33-49976-01.

(f)       Incorporated herein by reference to the Exhibit to the Form 10-K of
          Foamex International for fiscal 1993.

(g)       Incorporated herein by reference to the Exhibit to JPS Automotive's
          Registration Statement on Form S-1, Registration No. 33-75510.

(h)       Incorporated by reference to the Exhibit to the Form 10-Q of Foamex
          International for the quarterly period ended July 3, 1994.

(i)       Incorporated herein by reference to the Exhibit to the Registration
          Statement of FJPS, FJCC and Foamex International on Form S-4,
          Registration No. 33-82028.

(j)       Incorporated herein by reference to the Exhibit to the quarterly
          report on Form 10-Q of JPS Automotive L.P. and JPS Automotive Products
          Corp. for the fiscal quarter ended October 2, 1994.

(k)       Incorporated herein by reference to the Exhibit to the quarterly
          report on Form 10-Q of Foamex L.P. and Foamex Capital Corporation, and
          General Felt Industries, Inc. for the fiscal quarter ended October 2,
          1994.

(l)       Incorporated herein by reference to the Exhibit to the Registration
          Statement of Foamex International on Form S-3, Registration No.
          33-85488.

(m)       Incorporated herein by reference to the Exhibit to the Form 10-K of
          Foamex International for fiscal 1994.

(n)       Incorporated herein by reference to the Exhibit to the Form 10-K of
          Foamex L.P. for fiscal 1994.

(o)       Incorporated herein by reference to the Exhibit to the Form 10-K of
          JPS Automotive for fiscal 1994.

(p)       Incorporated herein by reference to the Exhibit to the Form 10-Q of
          Foamex L.P. for the quarterly period ended July 2, 1995.

(q)       Incorporated herein by reference to the Exhibit to the Form 10-Q of
          JPS Automotive for the quarterly period ended July 2, 1995.

                                       22

<PAGE>



(r)       Incorporated herein by reference to the Exhibit to the Form 10-K of
          JPS Automotive for fiscal year 1995.

(s)       Incorporated herein by reference to the Exhibit to the Form 10-K of
          Foamex L.P. for fiscal year 1995.

(t)       Incorporated herein by reference to the Exhibit to the Form 10-Q of
          Foamex L.P. for the quarterly period ended June 30, 1996.

(u)       Incorporated herein by reference to the Exhibit to the Form 10-Q of
          JPS Automotive L.P. for the quarterly period ended June 30, 1996.

(v)       Incorporated herein by reference to the Exhibit to the Form 10-Q of
          Foamex L.P. reporting an event which occurred on June 11, 1996.

          Certain instruments defining the rights of security holders have been
excluded herefrom in accordance with Item 601(b)(4)(iii) of Regulation S-K. The
Registrant hereby agrees to furnish a copy of any such instrument to the
Commission upon request.

(b)       FJPS filed the following current reports on Form 8-K:

          Form 8-K reporting an event that occurred on June 11, 1996 (execution
of Perfect Fit Merger Agreement).

          Form 8-K reporting an event that occurred on August 1, 1996 (sale of
Perfect Fit including pro forma financial information).


                                       23

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.


                                          FOAMEX-JPS AUTOMOTIVE L.P.

                                          By:  FJGP Inc.
                                               General Partner


Date:  November 11, 1996                  By:    /s/ Kenneth R. Fuette
                                               -----------------------
                                               Kenneth R. Fuette
                                               Chief Financial Officer and
                                               Chief Accounting Officer


                                          FOAMEX-JPS CAPITAL CORPORATION


Date:  November 11, 1996                  By:   /s/ Kenneth R. Fuette
                                               ----------------------
                                               Kenneth R. Fuette
                                               Chief Financial Officer and
                                               Chief Accounting Officer


                                       24