Exhibit 4.14.1

                                 REVOLVING NOTE

$2,490,000.00                                                 New York, New York
                                                              October 20, 1999

       FOR VALUE RECEIVED, THE UNDERSIGNED FOAMEX INTERNATIONAL INC., a Delaware
corporation  ("Maker"),  HEREBY  PROMISES TO PAY to the order of FOAMEX  L.P., a
Delaware  limited  partnership  ("Payee"),  on  October  20,  2004,  the  unpaid
principal  amount  of all  amounts  loaned  by Payee  to the  Maker  under  this
Revolving  Note  (each a  "Revolving  Loan")  that was  advanced  to, or for the
account of, Maker by Payee together with all accrued and outstanding interest in
respect  of such  principal  amount.  Maker  may  borrow  Revolving  Loans up to
$2,490,000.00.  Maker may repay any  outstanding  Revolving Loan, in whole or in
part, on any day and any amounts so repaid may be reborrowed.

       Maker promises to pay interest on the unpaid principal amount outstanding
hereunder  from the date of the advance until such  principal  amount is paid in
full  at an  interest  rate  equal  at  all  times  to the  sum  of 2 1/2%  plus
Three-Month LIBOR per annum,  compounded quarterly.  Interest on the outstanding
principal amount shall be payable upon demand,  or if no demand is made, then on
October 20, 2004.

       Both  principal  and  interest  are payable in lawful money of the United
States of America in same day or immediately  available  funds to the account of
Payee at 1000 Columbia  Avenue,  Linwood,  Pennsylvania  19061, or at such other
place or places as the Holder may, from time to time,  designate in writing. All
computations of interest under this Note shall be made on the basis of a year of
360 days for the actual  number of days  (including  the first but excluding the
last day)  occurring in the period for which such interest is payable.  Whenever
any payment to be made hereunder  shall be stated to be due on a day that is not
a  Business  Day,  such  payment  shall be due  instead  on the next  succeeding
Business  Day, and such  extension of time shall in such case be included in the
computation  of such  payment  of  interest  and not in the  computation  of the
succeeding payment of interest.

       This Note may be prepaid, in whole or in part, at any time, at the option
of the Maker.

       Payee or any Holder  shall have the right to assign its rights  hereunder
or any interest herein without the prior written consent of Maker.

       THIS NOTE SHALL BE GOVERNED BY, AND  CONSTRUED IN  ACCORDANCE  WITH,  THE
LAWS OF THE STATE OF NEW YORK.

       All the  covenants,  stipulations,  promises  and  agreements  made by or
contained in this Note on behalf of the  undersigned  shall bind its successors,
whether so expressed or not.

       No failure on the part of Payee to exercise,  and no delay in exercising,
any right  under this Note  shall  operate  as a waiver  thereof,  nor shall any
single or  partial  exercise  of any such  right  preclude  any other or further
exercise thereof or the exercise of any other right.

                                  DEFINED TERMS

       As used in this Note,  the following  terms have the  following  meanings
(which meanings are equally  applicable to both the singular and plural forms of
the terms defined):

       "Business  Day" shall mean a day that is not a Saturday,  Sunday or a day
on which  banking  institutions  are not required to be open in the State of New
York.

       "Holder" means Payee or any subsequent holder of this Note.



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       "Three-Month  LIBOR"  shall  mean an  interest  rate per  annum  (rounded
upwards,  if necessary,  to the nearest whole multiple of  one-sixteenth  of one
percent  (0.0625%) per annum)  determined for each calendar quarter two Business
Days prior to the  commencement of such calendar quarter (or if such date is not
a business day in London as of the  preceding  business day in London)  equal to
the composite  London  interbank  offered rate for Dollar deposits of comparable
size for a maturity period of three (3) months, as published by The Bank of Nova
Scotia or, if not so published, as otherwise determined in good faith by Payee.

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       IN WITNESS WHEREOF, the undersigned has executed this Note as of the date
first set forth above.

                                               FOAMEX INTERNATIONAL INC.


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