A new foundation model element - the rough membrane, is proposed to represent the response of the geofabric. Combining this element with Winkler springs and Pasternak shear layers to model respectively the soft soil and the granular fills, a new foundation model is presented for the geosynthetic - grandular fill - soft soil system. Analysis of results at small displacement indicates the effect of granular fill to be more and significant than that of the membrane thus confirming large scale model test results of J.M.Jarrett and results based on the finite element method. The effect of the membrane increases with the load or decreasing soil stiffness.