FOAMEX L P
NT 10-Q, 1998-05-14
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):

[           ] Form 10-K [ ] Form 20-F [ ] Form 11-K [x] Form 10-Q [ ] Form N-SAR
            For Period Ended: March 29, 1998

            [ ] 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



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

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)

     (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.

      On February 27, 1998, Foamex  International Inc. ("Foamex  International")
and certain of its affiliates engaged in a series of transactions (collectively,
the "GFI  Transaction")  designed to simplify Foamex  International's  corporate
structure  and to provide  future  operational  flexibility.  On March 16, 1998,
Trace  International  Holdings,  Inc.  ("Trace")  offered to purchase all of the
shares of Foamex  International's  common stock not otherwise  owned by Trace or
its  subsidiaries  (the "Trace Offer").  The GFI Transaction and the Trace Offer
have  required  a  substantial  time  commitment  from the  employees  of Foamex
International  and its  subsidiaries.  Due to the time  spent by such  employees
working on these transactions, the registrants' Form 10-Q for the fiscal quarter
ended  March 29,  1998 could not be filed  within  the  prescribed  time  period
without unreasonable effort or expense.

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













                                      -2-
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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.















                                      -3-
<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: 5/14/98                          By: /s/ R. Allen Baker
      -------------------------            -------------------------------
                                           Name:  R. Allen Baker
                                           Title: Vice President and Chief
                                                  Accounting Officer of FMXI,
                                                  Inc., its General Partner





















                                      -4-
<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: 5/14/98                          By: /s/ R. Allen Baker
      -------------------------            -------------------------------
                                           Name:  R. Allen Baker
                                           Title: Vice President and Chief
                                                  Accounting Officer





















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