FOAMEX CAPITAL CORP
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex101112code.txt
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6



         CODE OF ETHICS FOR DIRECTORS, OFFICERS, SENIOR MANAGEMENT, AND
              CERTAIN OTHER EMPLOYEES OF FOAMEX INTERNATIONAL INC.

I.   Introduction

This Code of Ethics is applicable to the Directors, Officers, Senior Management,
the Corporate Controller,  the Assistant Corporate Controller, the Manufacturing
Controller, and the Director of Financial Reporting of Foamex International Inc.
(the  "Company").  References in this Code of Ethics to the Company means Foamex
International Inc. or any of its subsidiaries.

While the Company and its shareholders  expect honest and ethical conduct in all
aspects of its business  from all  employees,  the Company and its  shareholders
expect the highest  possible  standards of honest and ethical  conduct from you.
You are  setting an example  for other  employees  and are  expected to foster a
culture  of  transparency,  integrity  and  honesty.  This Code is  intended  to
supplement  other  applicable  policies and procedures,  including the Company's
Code of Business Conduct and Ethics. Compliance with this Code is a condition of
your employment and any violations will be dealt with severely.

II.  Conflicts of Interest

     You must avoid any personal activity,  investment or association that could
appear to interfere with your judgment  concerning the Company's best interests.
You may not take advantage of your position or relationship with the Company for
personal gain. You should avoid even the appearance of a conflict of interest. A
conflict of interest could arise where:

     o    your personal interests interfere, or appear to interfere, in any way,
          with the interests of the Company;

     o    you take action for your  direct or indirect  benefit or the direct or
          indirect  benefit of a third party that is inconsistent  with the best
          interests of the Company (for example, you cause the Company to engage
          in business transactions with a company you control or with friends or
          relatives  without having  obtained the  appropriate  prior  approvals
          required under the "Related Party Transactions" section of this Code);
          or

     o    you, or a member of your family, receive improper personal benefits as
          a result of your position in the Company (for  example,  you receive a
          loan or  other  benefit  from a third  party  to  direct  the  Company
          business to a  third-party);  provided  that  receiving  or  providing
          gratuities or payments that are expressly  authorized in the Company's
          Code of  Conduct  dated  October  14,  2003  shall  not  constitute  a
          "conflict of interest" under this Code.

It is imperative that you avoid any investment,  interest,  association or other
relationship that interferes, might interfere, or might be thought to interfere,
with your independent exercise of judgment in the Company's best interest.

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                                                                               2

Engaging  in any  conduct  that  represents  a conflict  of interest is strictly
forbidden unless a transaction that might otherwise violate this policy has been
approved in advance by the Board of Directors or an appropriate committee of the
Board of Directors, as set forth in Section III below.

III. Related Party Transactions

You must report to Gregory J. Christian,  the Company's  General Counsel (i) any
proposed agreement  involving an aggregate payment or consideration in excess of
$5,000,  whether or not in writing,  that you, any member of your family, any of
your affiliates, or any entity from which you, a member of your family or any of
your affiliates receives any payment, propose(s) to enter into with the Company,
whether directly or indirectly or (ii) any "related party  transaction," as such
term is defined in the Amended & Restated  Audit  Committee  Charter  (each such
agreement  or  transaction,  a  "Transaction").  Your  report  must  include all
relevant  terms of the  Transaction.  The Company's  General  Counsel shall then
refer the  Transaction  to the Board of Directors or the  appropriate  committee
thereof.

You must  obtain  the  approval  of the Board of  Directors  or the  appropriate
committee thereof in advance of entering into the Transaction.

IV.  Confidentiality

You should observe the confidentiality of information that you acquire, relating
to the Company and otherwise,  in carrying out your duties and responsibilities,
except  where  disclosure  is  approved  by the  General  Counsel,  the Board of
Directors or an  appropriate  committee  thereof (such as, for example,  when an
appropriate  confidentiality  agreement is  obtained),  or disclosure is legally
mandated.  Confidential  information  includes,  but  is  not  limited  to,  all
non-public  information  that might be of use to competitors,  or harmful to the
Company or its  customers,  if disclosed.  Of special  sensitivity is non-public
financial  information,  which  should  under all  circumstances  be  considered
confidential, except where its disclosure is approved as set forth above.

V.   Insider Trading

You must observe the Securities  Trading Policy with respect to the purchase and
sale of any the Company's securities.

VI.  Accurate Periodic Reports

As you are aware, full, fair, accurate,  timely and understandable disclosure in
the reports and other  documents that the Company files with, or submits to, the
SEC and in its other  public  communications  is  critical  for the  Company  to
maintain  its  good  reputation,  to  comply  with  its  obligations  under  the
securities  laws and to meet the  expectations  of its  shareholders  and  other
members of the investment community. You are to exercise the highest standard of
care in preparing such reports and documents and other public communications, in
accordance with the following guidelines:


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                                                                               3

     o    all accounting  records,  and the reports  produced from such records,
          must be in accordance with all applicable laws;

     o    all  accounting   records  must  fairly  and  accurately  reflect  the
          transactions or occurrences to which they relate;

     o    all  accounting   records  must  fairly  and  accurately   reflect  in
          reasonable  detail the  Company's  assets,  liabilities,  revenues and
          expenses;

     o    no  accounting  records  should  contain  any  false or  intentionally
          misleading entries;

     o    no transactions should be intentionally  misclassified as to accounts,
          departments or accounting periods;

     o    all  transactions  must be  supported  by  accurate  documentation  in
          reasonable detail and recorded in the proper account and in the proper
          accounting period;

     o    no information  should be concealed from the internal  auditors or the
          independent auditors; and

     o    compliance with the Company's system of internal controls is required.

VII. Compliance with Laws

You are  expected  to comply  with both the letter and spirit of all  applicable
laws and governmental rules and regulations.

VIII. Waivers

A waiver of the Code of Ethics may be made only by the Board of  Directors  or a
committee  of  the  Board  of  Directors  and  will  be  promptly  disclosed  to
shareholders  to  the  extent  required  under  applicable  law  or  the  NASDAQ
Marketplace Rules; provided however, that actions by the Board of Directors or a
committee of the Board of Directors taking appropriate disciplinary measures (as
set forth in  Article  IX of the Code of  Ethics)  in  response  to a failure to
comply with the Code of Ethics shall not be deemed to be a waiver of the Code of
Ethics.

IX.  Compliance with this Code

If you fail to comply  with this Code of  Ethics or  applicable  laws,  rules or
regulations  (including  without  limitation  all rules and  regulations  of the
Securities  and  Exchange  Commission)  you  will  be  subject  to  disciplinary
measures,  up to and including  discharge  from the Company.  Violations of this
Code of Ethics may also constitute  violations of law and may result in civil or
criminal penalties levied against you, your supervisors and/or the Company.

<PAGE>

                                                                               4

The Board of  Directors  will  determine,  or designate  appropriate  persons to
determine,  appropriate  actions to be taken in the event of a violation of this
Code of Ethics.  In determining what action is appropriate in a particular case,
the Board of Directors or its designee  will consider the nature and severity of
the  violation,  whether  the  violation  was a single  occurrence  or  repeated
occurrences,  whether the violation was intentional or inadvertent,  whether the
individual  in question had been advised prior to the violation as to the proper
course of action and whether or not the  individual  in question  had  committed
other violations in the past.

You are expected to report all violations of this Code of Ethics promptly to the
Chairman of the  Nominating & Governance  Committee.  If you have any  questions
regarding  your  obligations  under  this Code of Ethics,  you  should  promptly
contact the Company's  General  Counsel.  You may choose to remain  anonymous in
reporting any possible violation of this Code of Ethics.

<PAGE>

                                                                               5

                            FOAMEX INTERNATIONAL INC.
             COMPLIANCE AFFIRMATION FOR DIRECTORS, OFFICERS, SENIOR
                    MANAGEMENT, AND CERTAIN OTHER EMPLOYEES

I.   Affirmation of Compliance

     The  undersigned  certifies  that he or she has received and read the above
Code of  Ethics  for  Directors,  Officers,  Senior  Management,  the  Corporate
Controller,  the Assistant Corporate Controller,  the Manufacturing  Controller,
and the  Director of  Financial  Reporting  of Foamex  International  Inc.  (the
"Company") and agrees to abide by the policies set forth therein.

II.  Affirmation of Legal and Ethical Business Conduct

     By signing this form, the undersigned  confirms that, to the best of his or
her knowledge  and belief,  each dealing or  transaction  to which he or she has
been party, directly or indirectly, on behalf of the Company:

          1.   was characterized by honesty and integrity;

          2.   complies with applicable laws, rules and regulations;

          3.   did not involve any unethical  dealings,  unbooked fees,  special
               favors,   benefits  or   contributions   to  any  private  party,
               government or government agency;

          4.   did not involve any unlawful arrangements with competitors;

          5.   was recorded and properly described on the Company's books; and

          6.   comports in all respect to the Code of Ethics.

If there are any exceptions, please describe them on the reverse side.

III. Conflict of Interest Questionnaire

Please  answer "Yes" or "No" to the  following  questions.  If the answer to any
question is "Yes," full details must be given on the reverse side.

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                                                                               6

A.   Have you or, to your knowledge, has any member of your immediate family, at
     any time during the period since January 1, 2003:

     1.   engaged,  directly or indirectly, in any transaction with the Company,
          or any subsidiary or division thereof,  whether involving the purchase
          or sale  of  products,  the  provisions  of  services,  any  financing
          arrangement,  or  otherwise,  or had any other  relationship  with the
          Company  or any  subsidiary  or  division  thereof,  other than in the
          normal capacity of officer or employee of the Company;

                           Yes____                            No____

     2.   been an officer,  director,  partner or  employee of any  corporation,
          partnership  or  other  organization  which,  to your  knowledge,  has
          engaged in any transaction described in A.1. above with the Company;

                           Yes____                            No____

     3.   been   interested   financially,   directly  or  indirectly,   in  any
          organization  doing  business with the Company  (unless as a holder of
          less than 1% of the voting  securities  issued by a corporation  whose
          securities are publicly traded); and

                           Yes____                            No____

     4.   been a recipient,  directly or indirectly, of any payments or material
          gifts of any kind from or on behalf of any organization doing business
          with the Company (unless by way of dividend or interest  payments made
          by a corporation whose securities are publicly traded)?

                           Yes____                            No____

B.   Is any  transaction  contemplated,  involving  you or any  member  of  your
     immediate family, which, if consummated,  would be described in response to
     any of the preceding items?

                           Yes____                            No____

C.   Are you aware of any  interest or activity on your part,  or on the part of
     any member of your  immediate  family,  which is in conflict  with the best
     interests of the Company?

                           Yes____                            No____



                                           _________________________________
                                           (Please sign)

                                           _________________________________
                                           Title

Dated _________________



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