EXHIBIT 3.7


            SECOND AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT
                  OF LIMITED PARTNERSHIP OF JPS AUTOMOTIVE L.P.


                          DATED AS OF DECEMBER 11, 1996

                                  BY AND AMONG

                                   JPSGP INC.,

                         COLLINS & AIKMAN PRODUCTS CO.,

                                   PACJ, INC.,

                           FOAMEX-JPS AUTOMOTIVE L.P.

                                       AND

                            FOAMEX INTERNATIONAL INC.





<PAGE>



                 SECOND AMENDMENT TO FIRST AMENDED AND RESTATED

             AGREEMENT OF LIMITED PARTNERSHIP OF JPS AUTOMOTIVE L.P.


                  This Second Amendment (the "Amendment") is made as of December
11, 1996, by and among JPSGP Inc., a Delaware corporation ("JPSGP"), Collins &
Aikman Products Co., a Delaware corporation ("C&A"), PACJ, Inc., a Delaware
corporation ("PACJ"), Foamex-JPS Automotive L.P., a Delaware limited partnership
("FJPS"), and Foamex International Inc., a Delaware corporation ("FII"), and
amends the First Amended and Restated Agreement of Limited Partnership of JPS
Automotive L.P. (the "Partnership"), dated as of June 27, 1994, as amended by
the First Amendment to the First Amended and Restated Agreement of Limited
Partnership of JPS Automotive dated December 11, 1996 (as so amended, the
"Partnership Agreement"). Capitalized terms used but not otherwise defined
herein shall have the respective meanings assigned to such terms in the
Partnership Agreement.

                  WHEREAS, JPSGP owns a 0.0001% general partnership interest,
FII owns a 0.9999% limited partnership interest and FJPS owns a 99% limited
partnership interest in the Partnership;

                  WHEREAS, pursuant to the terms and conditions of the Equity
Purchase Agreement, dated as of August 28, 1996, as amended (the "Equity
Purchase Agreement"), by and among JPSGP, FJPS, FII and C&A ("Purchaser"),
JPSGP, FII and FJPS have agreed to sell their respective Partnership Interests
to Purchaser; and

                  WHEREAS, the Partners wish to amend the Partnership Agreement
to (i) admit C&A as a limited partner of the Partnership, (ii) admit PACJ as a
general partner of the Partnership, (iii) provide for the withdrawal of FJPS and
FII as limited partners of the Partnership, (iv) provide for the withdrawal of
JPSGP as a general partner of the Partnership and (v) authorize and consent to
the transactions contemplated by the Equity Purchase Agreement (the
"Transactions"), to the extent the Partnership is a party thereto.

                  NOW THEREFORE, in consideration of the premises and the mutual
agreements contained herein and for other good, valuable and binding
consideration, the receipt and sufficiency of which are hereby acknowledged, and
subject to the terms hereof, the parties hereto, intending to be legally bound,
hereby amend the Partnership Agreement as follows:

                  Section 1. Authority; Execution of Transaction Documents.
Notwithstanding any of the terms or provisions of the Partnership Agreement, the
Partnership and the General Partner on behalf of the Partnership, without any
further act, vote or approval of any Partner, are hereby authorized to enter
into, and perform their obligations under, each of the instruments and
agreements necessary or desirable in connection with the Transactions, to which
the Partnership or the General Partner on behalf of the Partnership is a party,
and any other instrument or

<PAGE>

agreement referenced or contemplated therein, or necessary or desirable, in the
sole judgment of the General Partner, to effectuate the transactions
contemplated therein (collectively, the "Transaction Documents"). All acts by
the Partnership and the General Partner heretofore taken on behalf of the
Partnership which are in accordance with this Section 1 are hereby approved,
ratified and confirmed in all respects and for all purposes.

                  Section 2. General Consent and Waiver. Notwithstanding any of
the terms or provisions of the Partnership Agreement, each of the parties hereto
hereby consents to all actions that are necessary or desirable to effectuate the
consummation of any and all of the transactions contemplated in the Transaction
Documents to the fullest extent necessary or desirable so as not to cause a
violation of or conflict with any provision of the Partnership Agreement and
hereby waives any and all rights it may have to challenge such transactions.

                  Section 3. Transactions. In furtherance of and in addition to
the general consents and waivers granted by the parties hereto in Section 2, and
without limiting in any way the scope of such consents and waivers:

                  (a) Admission of C&A. Notwithstanding any of the terms or
         provisions of the Partnership Agreement to the contrary, upon the
         transfer by FJPS to C&A of its 99% limited partnership interest in the
         Partnership and by FII to C&A of its 0.9999% limited partnership
         interest in the Partnership and upon the execution and delivery of this
         Amendment, C&A shall be and hereby is admitted to the Partnership as a
         limited partner of the Partnership. C&A, as a limited partner of the
         Partnership, hereby agrees to be bound by the terms and conditions of
         the Partnership Agreement and this Amendment and to assume the
         obligations of FJPS and FII, as limited partners, arising under or in
         connection with the Agreement.

                  (b) Admission of PACJ. Notwithstanding any of the terms or
         provisions of the Partnership Agreement to the contrary, upon the
         transfer by JPSGP to PACJ of its general partnership interest in the
         Partnership, and upon the execution and delivery of this Amendment,
         PACJ shall be and hereby is admitted to the Partnership as a general
         partner of the Partnership. PACJ, as general partner of the
         Partnership, hereby agrees to be bound by the terms and conditions of
         the Partnership Agreement and this Amendment and to assume the
         obligations of JPSGP, as general partner, arising under or in
         connection with the Partnership Agreement.

                  (c) Withdrawal of FJPS. Notwithstanding any of the terms or
         provisions of the Partnership Agreement to the contrary, upon the
         execution and delivery of this Amendment, FJPS shall withdraw from the
         Partnership as a Partner and
                                      -2-
<PAGE>

         from and after the date hereof shall cease to be a limited partner
         of the Partnership or have the power to xercise any right or power
         as a limited partner of the Partnership. For purposes of this 
         Amendment, the admission of C&A pursuant to Section 3(a) is deemed to 
         occur immediately prior to the withdrawal of  FJPS pursuant to this
         Section 3(c).

                  (d) Withdrawal of JPSGP. Notwithstanding any of the terms or
         provisions of the Partnership Agreement to the contrary, upon the
         execution and delivery of this Amendment, JPSGP shall withdraw from the
         Partnership as a Partner and from and after the date hereof shall cease
         to be a general partner of the Partnership or have the power to
         exercise any right or power as general partner of the Partnership. For
         purposes of this Amendment, the admission of PACJ pursuant to Section
         3(b) is deemed to occur immediately prior to the withdrawal of JPSGP
         pursuant to this Section 3(d).

                  (e) Withdrawal of FII. Notwithstanding any of the terms or
         provisions of the Partnership Agreement to the contrary, upon the
         execution and delivery of this Amendment, FII shall withdraw from the
         Partnership as a Partner and from and after the date hereof shall cease
         to be a limited partner of the Partnership or have the power to
         exercise any right or power as a limited partner of the Partnership.
         For purposes of this Amendment, the admission of C&A pursuant to
         Section 3(a) is deemed to occur immediately prior to the withdrawal of
         FII pursuant to this Section 3(e).

                  (f) Continuation of Partnership. The parties hereto agree that
         the consummation of the transactions contemplated in this Amendment,
         the admission of C&A as a limited partner of the Partnership and PACJ
         as a general partner of the Partnership, the withdrawal of FJPS and FII
         as limited partners of the Partnership and the withdrawal of JPSGP as
         general partner of the Partnership will not dissolve the Partnership
         and that the business of the Partnership shall be continued by the
         newly appointed General Partner.

                  Section 4. Release of JPSGP, FII and FJPS; Absence of
Liability; Indemnification.

                  (a) The Partnership hereby consents to the withdrawal of
         JPSGP, FII and FJPS from the Partnership and hereby releases JPSGP, FII
         and FJPS from any and all duties, obligations and liabilities as
         general partner and limited partners, respectively of the Partnership.

                  (b) To the fullest extent permitted by law, the Partnership
         shall indemnify JPSGP, FII and FJPS, their officers, directors and
         employees against all expenses (including attorney's fees, judgments
         and amounts paid in settlement) actually and reasonably incurred by any
         of them in connection with any threatened, pending or completed
                                      -3-
<PAGE>


         action, suit or proceeding against any of them or by, against or in the
         right of the Partnership to which any of them was or is a party, or is
         threatened to be made a party, involving an alleged cause of action
         arising out of, or in any way related to or connected with (i) the
         business or internal affairs of the Partnership, if, in the transaction
         giving rise to such action, suit or proceeding, JPSGP, FII and/or FJPS
         acted in good faith, without gross negligence or willful misconduct or
         the willful breach of the Partnership Agreement and in a manner JPSGP,
         FII and/or FJPS reasonably believed to be both within the scope of its
         authority and in the best interest of the Partnership or (ii) any act
         or omission of FJPS or of FII as a limited partner. Notwithstanding any
         other provision of the Partnership Agreement, in no event shall FJPS,
         JPSGP or FII be entitled to indemnification pursuant to this Section 4
         for the amount of any indemnification required to be provided by any of
         them under the Equity Purchase Agreement.

                  (c) To the fullest extent permitted by law, the Partnership
         may pay the expenses incurred by JPSGP, FII and/or FJPS in defending a
         civil or criminal action in advance of the final disposition of such
         action; provided, that JPSGP, FII and/or FJPS undertakes to repay such
         expenses if it is adjudicated not to be entitled to indemnification
         under this Section 4.

                  Section 5. Effect of Amendment. On and after the date hereof,
each reference in the Partnership Agreement to "this Agreement", "hereof",
"hereunder" or words of like import referring to the Partnership Agreement shall
mean and be a reference to the Partnership Agreement as amended by this
Amendment. The Partnership Agreement, as amended by this Amendment, shall
continue to be in full force and effect and is hereby in all respects ratified
and confirmed.

                  Section 6. Further Assurances. From time to time upon request
and without further consideration, each of the parties hereto shall, and shall
cause its subsidiaries and affiliates to, execute, deliver and acknowledge all
such further instruments and do such further acts as any other party hereto may
reasonably require to evidence or implement the transactions contemplated by
this Amendment and the Transaction Documents. Notwithstanding anything to the
contrary contained in the Partnership Agreement or in any of the Transaction
Agreements, each of the parties hereto hereby consents to any and all of the
transactions contemplated by this Amendment and the Transaction Documents to the
extent necessary so as not to cause a default or event of default under such
documents.

                  Section 7. Waiver. Any failure of any of the parties to comply
with any obligation, covenant, agreement or condition herein may be waived by
any of the parties entitled to the benefit thereof only by a written instrument
signed by each such
                                      -4-
<PAGE>


party granting such waiver, but such waiver or failure to insist upon
strict compliance with such obligation, representation, warranty,
covenant, agreement or condition shall not operate as a waiver of or estoppel
with respect to any subsequent or other failure.

                  Section 8. Governing Law. This Amendment shall be governed by,
and construed in accordance with, the laws of the State of Delaware regardless
of the laws that might otherwise govern under applicable principles of conflicts
of laws thereof.

                  Section 9. Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
and delivered by means of facsimile transmission or otherwise, each of which
when so executed and delivered shall be deemed to be an original and all of
which when taken together shall constitute but one and the same Amendment. If
any party hereto elects to execute and deliver a counterpart signature page by
means of facsimile transmission, it shall deliver an original of such
counterpart to each of the other parties hereto within ten business days of the
date hereof, but in no event will the failure to do so affect in any way the
validity of the facsimile signature or its delivery.

                  Section 10. Severability. If any provision of this Amendment
shall be held to be illegal, invalid or unenforceable under any applicable law,
then such contravention or invalidity shall not invalidate the entire Amendment.
Such provision shall be deemed to be modified to the extent necessary to render
it legal, valid and enforceable, and if no such modification shall render it
legal, valid and enforceable, then this Amendment shall be construed as if not
containing the provision held to be invalid, and the rights and obligations of
the parties shall be construed and enforced accordingly.

                  Section 11. Headings. The headings used herein are for
convenience of reference only, are not a part of this Amendment and are not to
affect the construction of, or to be taken into consideration in interpreting,
any provision of this Amendment or the Partnership Agreement.

                   [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK.]




                                      -5-
<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their respective duly authorized officers thereunto
as of the date first written above.


                                   JPSGP INC.,

                                   as Withdrawing General Partner



                                  /s/ Philip N. Smith, Jr.
                                  By: Philip N. Smith, Jr.
                                  Title: Vice President and Secretary


                                  FOAMEX-JPS AUTOMOTIVE L.P.,

                                  as a Withdrawing Limited Partner
                                  By: FJGP INC.

                                  Its:  General Partner



                                  /s/ Philip N. Smith, Jr.
                                  By: Philip N. Smith, Jr.
                                  Title: Vice President and Secretary


                                  FOAMEX INTERNATIONAL INC.
                                  as a Withdrawing Limited Partner




                                   /s/ Philip N. Smith, Jr.
                                   By: Philip N. Smith, Jr.
                                   Title: Vice President and Secretary


                                   PACJ, INC.
                                   as General Partner




                                   /s/ J. Michael Stepp
                                   By: J. Michael Stepp
                                   Title: Executive Vice President and 
                                            Chief Financial Officer



                                      -6-
<PAGE>


                                   COLLINS & AIKMAN PRODUCTS CO.
                                   as Limited Partner



                                   /s/ J. Michael Stepp
                                   By: J. Michael Stepp
                                   Title: Executive Vice President 
                                             and Chief Financial Officer


                                   JPS AUTOMOTIVE L.P.

                                   By:  PACJ, INC.

                                   Its:  General Partner
                                  
                                   /s/ J. Michael Stepp
                                   By: J. Michael Stepp
                                   Title: Executive Vice President 
                                             and Chief Financial Officer




                                      -7-


<PAGE>