SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* D. E. SHAW LAMINAR PORTFOLIOS, L.L.C. (Last) (First) (Middle) 120 WEST FORTY-FIFTH STREET 39TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FOAMEX INTERNATIONAL INC [ FMXL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) X Other (specify below) See footnotes 1 and 2.
	3. Date of Earliest Transaction (Month/Day/Year) 07/24/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/24/2008		J(3)		18,632,468(3)	A	$0.525(4)	165,545,712	D(1)(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series D Preferred Stock	(4)	07/24/2008		J(3)			9,661.9515	(5)	(6)	Common Stock	(3)(4)	(3)	0	D(1)(2)

1. Name and Address of Reporting Person* D. E. SHAW LAMINAR PORTFOLIOS, L.L.C. (Last) (First) (Middle) 120 WEST FORTY-FIFTH STREET 39TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) See footnotes 1 and 2.

1. Name and Address of Reporting Person* D. E. SHAW & CO, L.P. (Last) (First) (Middle) 120 WEST FORTY-FIFTH STREET 39TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) See footnotes 1 and 2.

1. Name and Address of Reporting Person* D. E. SHAW & CO, L.L.C. (Last) (First) (Middle) 120 WEST FORTY-FIFTH STREET 39TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) See footnotes 1 and 2.

1. Name and Address of Reporting Person* SHAW DAVID E (Last) (First) (Middle) 120 WEST FORTY-FIFTH STREET 39TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) See footnotes 1 and 2.

Explanation of Responses:

1. D. E. Shaw & Co., L.P. ("DESCO LP"), as investment adviser to D. E. Shaw Laminar Portfolios, L.L.C. ("Laminar"); D. E. Shaw & Co., L.L.C. ("DESCO LLC"), as managing member of Laminar; and David E. Shaw (as president and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of DESCO LP, and as president and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of DESCO LLC) may be deemed to be the beneficial owners of more than 10% of the Common Stock of the Issuer for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934.

2. (Continued from Footnote 1) In accordance with instruction 4(b)(iv), the entire amount of securities of the Issuer that may be deemed to be beneficially owned by DESCO LP, DESCO LLC, or Laminar is reported herein. Each of DESCO LP, DESCO LLC, and David E. Shaw disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein. The reporting persons also may be deemed, for Section 16 purposes, directors of the Issuer by virtue of each of DESCO LP employee Seth Charnow's and David Lyon's service as a member of the Issuer's board of directors. None of Laminar, DESCO LP, DESCO LLC, or David E. Shaw serves as a director of the Issuer.

3. On July 24, 2008, Laminar delivered a notice, effective as of July 30, 2008 (the "Conversion Date"), to the Issuer to convert 9,661.9515 shares of Series D Preferred Stock, with an aggregate accrued liquidation preference of $9,782,045.69 as of the Conversion Date, into Common Stock at a conversion price of $0.5250 per share of Common Stock, which will result in the issuance to Laminar of 18,632,468 shares of Common Stock on the Conversion Date.

4. If the Series D Preferred Stock had been converted within ten days of the consummation of a rights offering that occurred within ninety days of the first issuance of the Series D Preferred Stock, then the price per share of Common Stock received upon conversion of the Series D Preferred Stock would have equaled the price per share of Common Stock in the rights offering, which price was $0.65. Since this circumstance did not occur, the price per share of Common Stock equaled the average trading price of the Common Stock for the 30-trading-day period ending on the fifth trading day immediately preceding the Conversion Date, which average price was $0.5250.

5. The Series D Preferred Stock was convertible at any time, at the holder's election, prior to the one-year anniversary of the first date on which shares of the Series D Preferred Stock were issued.

6. The Series D Preferred Stock had no expiration date.

	D. E. Shaw Laminar Portfolios, L.L.C. By: D. E. Shaw & Co. L.L.C., as managing member By: Rochelle Elias, Chief Compliance Officer	07/28/2008
	D. E. Shaw & Co. L.P., as managing member By: Rochelle Elias, Chief Compliance Officer	07/28/2008
	D. E. Shaw & Co. L.L.C., as managing member By: Rochelle Elias, Chief Compliance Officer	07/28/2008
	David E. Shaw By: Rochelle Elias, Attorney-in-Fact for David E. Shaw	07/28/2008
	** Signature of Reporting Person	Date
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