FOAMEX L P
NT 10-K, 1997-03-28
PLASTICS FOAM PRODUCTS
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                                                                1-11432; 1-11436
                                                                 SEC FILE NUMBER


                                                            344126990; 000344126
                                                                    CUSIP NUMBER

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 12b-25

                          NOTIFICATION OF LATE FILING

                                  (Check One):

[x] Form 10-K  [ ] Form 20-F   [ ] Form 11-K   [ ] Form 10-Q   [ ] Form N-SAR
            For Period Ended: December 29, 1996

               [ ] Transition Report on Form 10-K
               [ ] Transition Report on Form 20-F
               [ ] Transition Report on Form 11-K
               [ ] Transition Report on Form 10-Q
               [ ] Transition Report on Form N-SAR
               For the Transition Period Ended: N/A


- ------------------------------------------------------------------------------
         Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
- ------------------------------------------------------------------------------
         If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
                               N/A
- -------------------------------------------------------------------------------
Part I-Registrant Information
- -------------------------------------------------------------------------------

         Full Name of Registrant:
                      Foamex L.P. and Foamex Capital Corporation

         Former Name if Applicable:
                      N/A

         Address of Principal Executive Office (Street and Number):
                      1000 Columbia Avenue

                City, State and Zip Code
                      Linwood, PA 19061

- -------------------------------------------------------------------------------
Part II-Rules 12b-25 (b) and (c)
- -------------------------------------------------------------------------------

     If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25, the following
should be completed. (Check box if appropriate)




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         (a)      The reasons described in reasonable detail in Part III of
                  this form could not be eliminated without unreasonable effort
                  or expense;

[x]      (b)      The subject annual report, semi-annual report, transition
                  report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or
                  portion thereof will be filed on or before the fifteenth
                  calendar day following the prescribed due date; or the
                  subject quarterly report or transition report on Form 10-Q,
                  or portion thereof will be filed on or before the fifth
                  calendar day following the prescribed due date; and

         (c)      The accountant's statement or other exhibit required by Rule
                  12b-25(c) has been attached if applicable.


- ------------------------------------------------------------------------------
Part III-Narrative
- ------------------------------------------------------------------------------

State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q,
N-SAR or the transition report or portion thereof could not be filed within the
prescribed time period.

     In August 1996, the sale of Perfect Fit Industries, Inc., a subsidiary of
Fomex L.P., was consummated.  As a result of this sale, the registrants were
required to restate for discontinued operations the financial statements,
footnotes and other disclosures required in the Form 10-K for all periods
presented.  The Form 10-K for the fiscal year ended December 29, 1996 could not
be filed within the prescribed time period without unreasonable effort or
expense due to the amount of time required to prepare these financial
statements and disclosures in this Form 10-K.


- ------------------------------------------------------------------------------
Part IV-Other Information
- ------------------------------------------------------------------------------


          (1) Name and telephone number of person to contact in regard to this
notification

R. Allen Baker                              610                        859-3129
(Name)                                      (Area Code)       (Telephone Number)

          (2) Have all other periodic reports required under section 13 or 15(d)
of the Securities Exchange Act of 1934 or section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).

                                                               [x] Yes  [ ] No

          (3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?

                                                               [ ] Yes  [x] No

         If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.

<PAGE>






                                  Foamex L.P.
                  (Name of Registrant as specified in charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date: 3/28/97                               By: /s/ Robert Nelson
                                            Name:  Robert Nelson
                                            Title: Vice President

<PAGE>






                           Foamex Capital Corporation
                  (Name of Registrant as specified in charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date: 3/28/97                               By: /s/ Robert Nelson
                                            Name:  Robert Nelson
                                            Title: Vice President





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