UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM 10-K
<TABLE>
<CAPTION>

        <S>                                                       <C>
         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)             TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
         OF THE SECURITIES EXCHANGE ACT OF 1934 (fee               OF THE SECURITIES EXCHANGE ACT OF 1934 (fee
 [ X ]   required)                                          [   ]  required)
--------                                                   -------
</TABLE>
                  For the Fiscal Year Ended September 29, 1996

                           Commission File No. 1-6922



                              GUILFORD MILLS, INC.
             (Exact name of Registrant as specified in its charter)



         Delaware                                              13-1995928
(State or other jurisdiction                                (I.R.S. Employer 
 of incorporation or organization)                         Identification No.)

     4925 West Market Street
     Greensboro, North Carolina                                   27407
(Address of principal executive offices)                        (Zip Code)

                
       Registrant's telephone number, including area code: (910) 316-4000


           Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class                    Name of Each Exchange on which Registered

Common Stock, $.02 par value           New York Stock Exchange

6% Convertible Subordinated
   Debentures due 2012                 New York Stock Exchange

Preferred Stock Purchase Rights        New York Stock Exchange


        Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve (12) months (or for such shorter period that the Registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.
                                    Yes X No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[ ]

Aggregate  market value of the voting stock (which  consists solely of shares of
common stock) held by  non-affiliates  of the Registrant at November 22, 1996 (a
total of 12,265,725  shares of common stock),  computed by reference to the last
reported sale price ($25.75 the Registrant's  common stock on the New York Stock
Exchange on such date: $315,842,419.

Number of shares of the Registrant's common stock outstanding as of November 22,
1996: 14,487,127

                       DOCUMENTS INCORPORATED BY REFERENCE

Certain  portions of the Annual Report to Stockholders for the fiscal year ended
September  29, 1996 are  incorporated  by reference  into Parts I and II of this
report.

Certain  portions of the  Registrant's  definitive  proxy statement  pursuant to
Regulation 14A of the Securities Exchange Act of 1934, as amended, which will be
filed with the  Commission  on or about  December 27, 1996 are  incorporated  by
reference into Part III of this report.


<PAGE>

GUILFORD MILLS, INC.


                                     PART I

Item 1.  Business

General

     Guilford Mills,  Inc. (the "Company") is engaged  primarily in the business
of  producing,  processing  and selling  warp knit  fabrics.  The Company  knits
synthetic  yarn,  primarily  nylon,  acetate  and  polyester,  on warp  knitting
machinery into warp knit fabrics,  which it then dyes and finishes.  The Company
sells  these  finished  knit  fabrics  for  use in a  broad  range  of  apparel,
automotive,  industrial  and home fashions  products.  The Company also designs,
knits, dyes, prints and finishes  elastomeric and circular knit fabrics for sale
principally to swimwear, dress and sportswear manufacturers.  Additionally,  the
Company  has  introduced  woven  velour  fabric  capabilities  in its  expanding
automotive business.  The Company produces knitted lace fabrics for the apparel,
intimate apparel and home fashions  markets.  Lace fabrics are also cut and sewn
into finished home fashions products which are sold directly to retailers.

     On August 18, 1994, the Company  purchased 55% of the  outstanding  capital
stock of Grupo Ambar,  S.A. de C.V. ("Grupo Ambar").  The acquisition  increased
the  Company's  ownership  in Grupo  Ambar  to 75%.  Grupo  Ambar  is a  leading
manufacturer of knit textile fabrics in Mexico.

     On January 17, 1996, the Company  acquired 100% of the outstanding  capital
stock of Hofmann Laces, Ltd., Raschel Fashions Interknitting, Ltd., and Curtains
and Fabrics,  Inc.  (collectively  "Hofmann  Laces").  Hofmann Laces designs and
produces  lace  fabrics for the  intimate  apparel,  apparel  and home  fashions
markets.  It also  cuts  and sews  lace  fabrics  into  finished  home  fashions
products. It produces stretch knit fabrics for the apparel swimwear and intimate
apparel markets. For information  regarding this acquisition,  reference is made
to the Company's  Form 8-K,  filed with the  commission on January 31, 1996, and
Form  8-K/A,  filed  with the  Commission  on  April  1,  1996,  and  which  are
incorporated herein by reference.

     The Company was incorporated under the laws of Delaware in August 1971, and
is the  successor  by merger to  businesses  previously  conducted  since  1946.
Guilford Mills,  Inc. and its  predecessors  and subsidiaries are referred to as
the "Company", unless the context indicates otherwise.

Product Development

     Working closely with the Company's  customers,  the Company's  research and
development  departments,   consisting  of  83  full-time  U.S.  employees,  ten
employees  of Guilford  Europe  Limited,  a United  Kingdom  corporation  and an
indirect  wholly-owned  subsidiary of the Company ("Guilford Europe"),  and four
employees  of Grupo Ambar,  are  primarily  responsible  for the creation of new
fabrics and styles. Sample warping and knitting machines are used to develop new
fabrics which can be placed into  production  after customer  acceptance.  Total
expenditures  for research and development for fiscal years 1996, 1995 and 1994,
were   approximately   $13.4  million,   $13.8   million,   and  $14.7  million,
respectively.

     The  Company has  numerous  trademarks,  trade names and certain  licensing
agreements which it uses in connection with the advertising and promotion of its
products.  Management  believes that the loss or expiration of such  trademarks,
trade names and licensing agreements would not have a material adverse effect on
the Company's operations.

Working Capital Practices

     The Company  primarily  produces  inventory  based on  customer  orders and
significant  amounts of inventory are not required to meet rapid  delivery or to
assure a continuous allotment of goods from suppliers.  Customers are allowed to
return goods for valid reasons and customer  accommodations are not significant.
Approximately 15% of domestic accounts receivable are factored in order to avoid
the credit risk on such  accounts  and to obtain  larger  credit  lines for many
customers.  The  Company  has the ability to borrow  against  such  receivables,
although it has  traditionally  not done so as the related  borrowing  terms are
less favorable than other available sources of financing.  The Company maintains
credit  insurance  covering  $13.0  million  of  certain  outstanding   accounts
receivable.  The Company  generally  takes  advantage  of  discounts  offered by
vendors.

Marketing

     The  Company  sells its warp knit and  circular  knit  fabrics for use in a
broad range of apparel,  automotive and home fashions  products.  For the fiscal
years ended  September  29,  1996,  October 1, 1995,  and  October 2, 1994,  the
approximate  percentage of the Company's  worldwide  sales  attributable to each
category was as follows:



                         1996           1995            1994
                      -----------    ------------    -----------
Apparel                   41%            46%            51%
Automotive                41             43             38
Home Fashions             11              6              8
Other                      7              5              3
                      -----------    ------------    -----------
            Total        100%           100%           100%
                      ===========    ============    ===========

                                       2
<PAGE>


     The  Company  experiences  seasonal  fluctuations  in its sales of  apparel
fabrics, with the highest sales occurring in the period from April to September.
Sales of fabrics for use in  automotive  and home fashions  products  experience
insignificant seasonal fluctuations.

     Reference is made to Note 12 of the  Consolidated  Financial  Statements in
the Company's  Annual Report to Stockholders for the fiscal year ended September
29, 1996 (the "Annual Report"),  which note is incorporated herein by reference,
for  financial  information  relating  to sales,  income and assets of  Guilford
Europe and Grupo Ambar for the last three fiscal years.

     The backlog of orders  believed to be firm as of the end of the current and
preceding  fiscal years is not deemed to be material for an understanding of the
Company's business as most orders are deliverable within a few months.

     The  Company  promotes  its  fabrics  primarily  by  advertising  in  trade
publications,  in  conjunction  with yarn  producers,  and to a lesser extent by
participating in trade shows.

     In the United  States,  the Company has sales offices in New York City, Los
Angeles, Greensboro,  Detroit, San Francisco, Atlanta and Chicago. Hofmann Laces
maintains  an office in Hong Kong.  Export  markets for U.S.  manufacturers  are
serviced by commission agents throughout the world. Guilford Europe services the
United  Kingdom   market  with  its  own  marketing   group  from  its  Alfreton
administrative  offices. Export markets are serviced by in-house personnel based
in the United  Kingdom,  Belgium and Germany  and by  commission  agents in most
continental  European Union  countries.  Grupo Ambar services its Mexican market
from its administrative office.

     The Company has a large number of customers.  No customer accounted for 10%
or more of total net sales during fiscal 1996, 1995 or 1994.

Export Sales

     U.S. export sales, as a percentage of total worldwide sales of the Company,
were approximately 5% in fiscal 1996, 3% in fiscal 1995, and 4% in fiscal 1994.

Raw Materials

     In the United  States,  the  Company's  warp knit  fabrics are  constructed
primarily of synthetic yarns: acetate,  nylon, polyester and lycra(R). In fiscal
1996,  the  Company  purchased  approximately  90% of such yarns and  internally
produced  the  balance  of nylon and  polyester  yarns.  The  Company  purchases
substantially  all of its nylon  yarn from five  domestic  fiber  producers  and
purchases  substantially  all of its polyester  yarn from seven  domestic  fiber
producers and two domestic  texturizers.  One domestic fiber  producer  supplied
substantially  all of the acetate yarn.  Lycra(R) is purchased from one domestic
producer.  The  Company  also  uses  cotton  as well as  synthetic  yarns in its
circular knit and lace  operations.  In fiscal 1996, all such yarns were readily
available and were purchased from numerous sources.

     Fabrics  manufactured by Guilford  Europe are made from nylon,  acetate and
polyester  synthetic yarns. The majority of its polyester yarn is purchased from
ten  European  suppliers,  and the  majority  of its nylon and  acetate  yarn is
purchased from five European suppliers.

     Fabrics manufactured by Grupo Ambar in Mexico are made from nylon, lycra(R)
and polyester  synthetic  yarn.  The majority of its polyester yarn is purchased
from one Mexican,  two Japanese and one American  supplier.  The majority of its
nylon and lycra(R) yarn is purchased from two Mexican suppliers.

     Except for certain  specialty yarns,  management  believes that an adequate
supply of yarns is available to meet the Company's  requirements.  The chemicals
and dyes used in the dyeing  and  finishing  processes  are  available  in large
quantities from various suppliers.

Environmental Matters

     The production  processes,  particularly  dyeing and finishing  operations,
involve the use and  discharge  of certain  chemicals  and dyes into the air and
sewage  disposal  systems.  The Company  installs  pollution  control devices as
necessary to meet existing and anticipated  national,  state and local pollution
control  regulations.  The Company,  including  Guilford Europe and Grupo Ambar,
does not  anticipate  that  compliance  with  national,  state,  local and other
provisions  which have been  enacted  or adopted  regulating  the  discharge  of
materials into the environment,  or otherwise  relating to the protection of the
environment,  will have a material adverse effect upon its capital expenditures,
earnings or competitive position.

     Reference is made to Note 11 of the  Consolidated  Financial  Statements in
the  Annual  Report,  which  note  is  incorporated  herein  by  reference,  for
information regarding certain other environmental matters.

Competition

     Historically,  the textile  industry has been both highly  competitive  and
cyclical in nature.  The textile industry has also been characterized by periods
of strong demand, resulting in over-expansion of production facilities, followed
by periods of  over-supply.  For a number of years,  the domestic  U.S.  textile
industry has been adversely affected by imports of garments comprised of fabrics
manufactured  abroad.  The  principal  methods  of  competition  in the  textile
industry  are pricing,  styling and design,  customer  service and quality.  The
weight of each competitive factor varies with the product line involved.

     In the United States, the Company's Apparel Home Fashions Business Unit and
Hofmann  Laces  have five  major warp knit  competitors  and many other  smaller
competitors. The Company also competes with some apparel manufacturers that have
warp knit equipment to manufacture  their own fabrics.  Some of these  companies
are  divisions  of large,  well-capitalized  companies  while  others  are small
manufacturers.  In circular  knits,  the Company has two major  competitors  and
numerous  smaller  competitors.  The  automotive  business  unit has three major
competitors and several smaller  competitors.  Guilford Europe competes with two
warp knitters in the United Kingdom and several in France. It also competes with
many producers of 
                                       3

<PAGE>

circular knit and woven fabrics. Grupo Ambar competes with six
warp knitters in Mexico.

Employees

     As of November 22, 1996,  the Company  employed 6,517  full-time  employees
worldwide.  Approximately 1,270 employees  (including 428 in Guilford Europe and
475 in Mexico) are represented by collective bargaining agreements.

Item 2.  Properties

     The Company currently maintains a total of 12 manufacturing and warehousing
facilities  in North  Carolina  (three of which are  leased,  and one of which a
portion is subleased  to an unrelated  entity),  one  manufacturing  facility in
Georgia,  two  manufacturing  facilities in  Pennsylvania,  seven  manufacturing
facilities and one leased warehousing  facility in New York, and one warehousing
facility in Virginia (leased). Hofmann Laces has five retail stores in New York,
and  one in  Pennsylvania,  all of  which  are  leased.  The  Company's  foreign
operations   based  in  England  include  two   manufacturing   and  warehousing
facilities,  one in Alfreton in Derbyshire  and one in Sudbury in Suffolk,  each
owned by the  Company,  and those  based in  Mexico  include  one  manufacturing
facility and two warehouses  (leased) in Xalostoc,  and five retail stores, four
of which are leased, in the Federal District. Management believes the facilities
and manufacturing equipment are in good condition, well maintained, suitable and
adequate for present production.  Utilization of the facilities  fluctuates from
time to time due to the seasonal nature of operations and market conditions.

Item 3.  Legal Proceedings

     Reference is made to Note 11 of the  Consolidated  Financial  Statements in
the  Annual  Report,  which  note  is  incorporated  herein  by  reference,  for
information regarding certain environmental matters.

     On or about August 10, 1993, Skylon Corporation  commenced an action in the
United States  District Court for the Southern  District of New York against the
Company and George Greenberg, the former president and a current director of the
Company.  Plaintiff alleged that it was fraudulently  induced into entering into
various  agreements  with the Company.  Plaintiff  sought an aggregate of $31.75
million in compensatory and punitive damages.  In the fourth quarter of the 1994
fiscal year,  the District  Court in this action  granted the Company's  summary
judgment motion  dismissing all of the  plaintiff's  claims against the Company.
The court denied such motion with respect to Mr.  Greenberg,  but Mr.  Greenberg
has  moved  to  reargue  such  motion.  As  a  matter  of  law,  in  appropriate
circumstances,  the Company has an obligation  to indemnify Mr.  Greenberg as to
any liability he may have in this matter.

     On October 12, 1995,  the court denied Mr.  Greenberg's  motion to reargue,
but granted permission for certification for interlocutory  appeal to the Second
Circuit Court of Appeals on a narrow issue which, if decided in Mr.  Greenberg's
favor,  would be  dispositive  of the case. On October 23, 1995,  Mr.  Greenberg
petitioned the Second  Circuit for  permission to appeal.  On February 20, 1996,
the Second  Circuit  Court of Appeals  issued an order  denying Mr.  Greenberg's
petition for  interlocutory  appeal from a portion of an order previously issued
by the United States  District Court of New York in this matter.  Mr.  Greenberg
continues to vigorously defend this matter.

     Except as  indicated  above,  the  Company  is not a party to any  material
pending legal proceedings,  other than ordinary routine litigation incidental to
its  business.  Although  the final  outcome of these  legal  matters  cannot be
determined,  based on the facts presently known, it is management's opinion that
the final resolution of these matters will not have a material adverse effect on
the Company's financial position or future results of operations.

Item 4A. Submission of Matters to a Vote of Security Holders

     No matter was submitted to a vote of security  holders during the Company's
fourth quarter.

                                       4

<PAGE>


Item 4B.   Executive Officers of the Registrant (as of November 22, 1996)

<TABLE>
<CAPTION>

Name                    Age    Office or Business Experience

<S>                     <C>                                                                <C>                                    
Charles A. Hayes        61     Chairman of the Board and Chief  Executive  Officer  (since 1976);  President  and Chief  Operating
                               Officer (from 1991 to 1995);  formerly  President  (from 1968 to 1976) and Executive Vice President
                               (from 1961 to 1968).

John A. Emrich          52     Member of the Board of  Directors  (since  1995);  President  and Chief  Operating  Officer  (since
                               1995); formerly Senior Vice President and  President/Automotive  Business Unit (from 1993 to 1995);
                               formerly Vice  President/Planning and Vice  President/Operations  for the Apparel and Home Fashions
                               Business Unit (from 1991 to 1993);  Director of Operations with FAB Industries,  Inc. (from 1990 to
                               1991) and holder of various executive positions with the Company (from 1985 to 1990).

Terrence E. Geremski    49     Member of the Board of Directors (since 1993);  Senior Vice President,  Chief Financial Officer and
                               Treasurer (since 1992);  formerly Vice President and Controller with Varity  Corporation (from 1989
                               to 1991) and formerly  Vice  President,  Chief  Financial  Officer,  Treasurer  and holder of other
                               executive positions with Dayton Walther Corp. (from 1979 to 1989).

Alfred A. Greenblatt    47     Senior Vice President  (since 1989) and  President/Apparel  and Home Fashions  Business Unit (since
                               1991); formerly  President/Fashion  Apparel Fabrics Business Unit (from 1989 to 1991) and holder of
                               various executive positions (from 1984 to 1989).

Phillip D. McCartney    54     Vice  President/Technical  Operations (since 1989);  formerly holder of various executive positions
                               with FAB Industries, Inc. (from 1984 to 1989).

Byron McCutchen         49     Senior Vice  President  and  President/Fibers  Business  Unit (since  1995);  formerly  Senior Vice
                               President for  the   Fibers  Business  Unit  (from  1994  to  1995);  formerly  Worldwide  Business
                               Manager-Dacron(R) Filament-E.I. Dupont Co. (from 1991 to 1994);  and  Specialty  Business  Manager-
                               Dacron(R)-E.I. Dupont Co.(from 1990 to 1991).

Richard E. Novak        53     Vice President/Human Resources (since 1996); formerly Principal of Nova Consulting Group (from
                               1994 to 1996) and Senior Vice President/Human Resources of Joseph Horne Company, Inc. (from 1987 to
                               1994).


</TABLE>


  No family relationships exist between any executive officers of the Company.

                                       5

<PAGE>


                                     PART II

Item 5.  Market for the Registrant's Common Equity and Related Stockholder 
         Matters

         Reference  is  made  to the  information  set  forth  on page 35 in the
section  entitled  "Common  Stock  Market  Prices and  Dividends"  in the Annual
Report, filed as Exhibit 13 to this report, which page is incorporated herein by
reference.

Item 6.  Selected Financial Data

         Reference  is made to the  information  set forth on pages 20 and 21 in
the section entitled "Selected Financial Data" in the Annual Report,  which page
is incorporated herein by reference.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

         Reference is made to the  information  set forth on pages 13 through 19
in the section  entitled  "Management's  Discussion  and  Analysis of  Financial
Condition  and  Results of  Operations"  in the Annual  Report,  which pages are
incorporated herein by reference.

Item 8.  Financial Statements and Supplementary Data

         Reference  is made to  information  set forth on pages 22 through 34 of
the Annual Report, which pages are incorporated herein by reference.

Item 9.  Changes in and Disagreements With Accountants on Accounting and 
         Financial Disclosure

         None.


                                    PART III


Item 10.  Directors and Executive Officers of the Registrant

     The information to be included under the captions  "Directors and Nominees"
and  "Additional  Information"  contained in the section  entitled  "ELECTION OF
DIRECTORS" in the Company's definitive proxy statement, which will be filed with
the  Commission on or about  December 27, 1996 pursuant to Regulation  14A under
the Securities  Exchange Act of 1934 (the "Proxy  Statement"),  is  incorporated
herein by reference.

Item 11.  Executive Compensation

     The information to be included in the section  "EXECUTIVE  COMPENSATION" in
the Proxy Statement is incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

     The  information  to be  included  in the section  "SECURITY  OWNERSHIP  OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" in the Proxy Statement is incorporated
herein by reference.

Item 13.  Certain Relationships and Related Transactions

     The information to be included in the section "CERTAIN TRANSACTIONS" in the
Proxy Statement is incorporated herein by reference.

                                       6


<PAGE>


                                     PART IV


Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a) Documents filed as a part of this report:

     1.  Financial  Statements  (reference is made to pages 22 through 34 of the
         Annual Report,  which pages are incorporated  herein by reference):

         Consolidated Balance Sheets as of September 29, 1996 and October 1, 
         1995

         Consolidated  Statements  of Income for the Years Ended  September  29,
         1996, October 1, 1995 and October 2, 1994

         Consolidated  Statements of  Stockholders'  Investment for the Years 
         Ended  September 29, 1996,  October 1, 1995 and October 2, 1994

         Consolidated Statements of Cash Flows for the Years Ended September 29,
         1996, October 2, 1995 and October 1, 1994

         Notes to Consolidated Financial Statements

         Statement of Management's Responsibility

         Report of Independent Public Accountants

     2.  Financial Statement Schedule:

         Schedule II - Analysis of Valuation and Qualifying Accounts for the  
         Years Ended September 29, 1996, October 1, 1995 and October 2, 1994

     3. Exhibits:


Exhibit No.           Description of Exhibit


(3) (a)               Restated  Certificate of Incorporation of the Company,  as
                      amended   through  January  14,  1988   (incorporated   by
                      reference  to  Exhibit 3 (a) (1) to the  Company's  Annual
                      Report on Form 10-K for the fiscal year ended July 3, 1988
                      (the "1988 Annual Report")).

(3) (b)               By-Laws of the Company,  as amended  through  November 14,
                      1996.


(4) (a)               Indenture, dated as of March 15, 1987, between the Company
                      and  First  Union  National  Bank of  North  Carolina,  as
                      Trustee  (incorporated by reference to Exhibit 4(a) to the
                      Company's Registration Statement on Form S-3 (Registration
                      No. 33-12612) filed with the SEC on March 13, 1987).

(4) (b)               The Note  Agreement,  dated January 29, 1993, by and among
                      the Company and the  purchasers  named in the  purchasers'
                      schedule  attached  thereto  (incorporated by reference to
                      Exhibit 4 to the Company's  Quarterly  Report on Form 10-Q
                      for the fiscal quarter ended December 27, 1992).

(4) (c)               Rights  Agreement  dated as of August 23, 1990 between the
                      Company and The First  National Bank of Boston,  as Rights
                      Agent  (incorporated  by  reference  to  Exhibit  1 to the
                      Company's Current Report on Form 8-K filed with the SEC on
                      September 7, 1990).

(4) (d)               Appointment of Successor  Rights Agent,  dated January 28,
                      1994,  between  the  Company  and  Wachovia  Bank of North
                      Carolina,  N.A.  (incorporated  by  reference  to  Exhibit
                      (4)(e) to the Company's Annual Report of Form 10-K for the
                      fiscal  year  ended  October  1,  1995 (the  "1995  Annual
                      Report").

(4) (e)               The Company has an additional  long-term  debt  instrument
                      which, pursuant to Item 601 (b)(4)(iii) of Regulation S-K,
                      will  be   furnished  to  the   Securities   and  Exchange
                      Commission upon request.


                                       7
<PAGE>

(10) (a)*             Guilford Mills, Inc. Non-Qualified Profit Sharing Plan for
                      Certain  of its  Executive  Officers  and  Key  Employees,
                      effective  July 1,  1989  (incorporated  by  reference  to
                      Exhibit 10 (a) (7) to the Company's  Annual Report on Form
                      10-K for the  fiscal  year  ended  July 1, 1990 (the "1990
                      Annual Report")).

(10) (b)*             Amended and  Restated  Incentive  Stock  Option  Plan-1981
                      (incorporated  by  reference  to  Exhibit  (10) (d) to the
                      Company's  Annual  Report on Form 10-K for the fiscal year
                      ended June 28, 1987 (the "1987 Annual Report")).

(10) (c)*             Guilford Mills, Inc. 1991 Stock Option Plan  (incorporated
                      by   reference   to  Exhibit  28  (a)  to  the   Company's
                      Registration  statement  on  Form  S-8  (Registration  No.
                      33-47109)  filed with the SEC on April 10, 1992 (the "Form
                      S-8")).

(10) (d)*             Form of Stock  Option  Contract  for key  employees in the
                      1991  Stock  Option  Plan  (relating  to  incentive  stock
                      options)  (incorporated  by reference to Exhibit 28 (b) to
                      the Form S-8).

(10) (e)*             Form of Stock Option Contract for Director participants in
                      the 1991 Stock Option Plan  (incorporated  by reference to
                      Exhibit 28 (d) to the Form S-8).

(10) (f)*             Guilford   Mills,   Inc.   1989   Restricted   Stock  Plan
                      (incorporated  by  reference  to Exhibit 10 (b) (2) to the
                      1990 Annual Report).

(10) (g)*             Amendment to 1989 Restricted  Stock Plan  (incorporated by
                      reference to Exhibit (10) (g) to the 1994 Annual Report).

(10) (h)*             Form of Restricted Stock Agreement between the Company and
                      certain of its officers and key employees  pursuant to the
                      1989 Restricted  Stock Plan  (incorporated by reference to
                      Exhibit 10 (j) to the Company's Annual Report on Form 10-K
                      for the fiscal year ended June 28, 1992 (the "1992  Annual
                      Report")).

(10) (i)*             Form of Amendment to Restricted  Stock  Agreement  between
                      the Company and certain of its officers and key  employees
                      pursuant to the 1989 Restricted  Stock Plan  (incorporated
                      by  reference  to  Exhibit  (10)  (k) to the  1992  Annual
                      Report).

(10) (j)*             Form of Second  Amendment to  Restricted  Stock  Agreement
                      between the Company  and certain of its  officers  and key
                      employees  pursuant  to the  1989  Restricted  Stock  Plan
                      (incorporated by reference to Exhibit (10) (j) to the 1994
                      Annual Report).

(10) (k)*             Form of Third  Amendment  to  Restricted  Stock  Agreement
                      between the Company  and certain of its  officers  and key
                      employees  pursuant  to the  1989  Restricted  Stock  Plan
                      (incorporated by reference to Exhibit (10) (k) to the 1994
                      Annual Report).

(10) (l)*             Form of Fourth  Amendment to  Restricted  Stock  Agreement
                      between the Company  and certain of its  officers  and key
                      employees  pursuant  to the  1989  Restricted  Stock  Plan
                      (incorporated by reference to Exhibit (10) (l) to the 1994
                      Annual Report).

(10) (m)*             Amended and Restated  Phantom Stock Agreement  between the
                      Company  and  Charles A. Hayes  dated  September  21, 1994
                      (incorporated by reference to Exhibit (10) (m) to the 1994
                      Annual Report).

(10) (n)*             Form of Executive  Retirement and Death Benefit Agreements
                      between the Company and certain of its executive  officers
                      and key employees (incorporated by reference to Exhibit 
                      (10) (d) (1) to the 1990 Annual Report).

(10) (o)*             Form of Pension and Death  Benefit  Agreement  between the
                      Company  and  certain of its  executive  officers  and key
                      employees (incorporated by reference to Exhibit (10) (d) 
                      (2) to the 1990 Annual Report).

(10) (p)*             Form  of  Deferred  Compensation   Agreement  between  the
                      Company  and  certain of its  officers  and key  employees
                      (incorporated by  reference to Exhibit (10) (d) (3) to the
                      1990 Annual Report).

(10) (q)*             Guilford Mills,  Inc. Senior Managers' Life Insurance Plan
                      and related Plan Agreement  (incorporated  by reference to
                      Exhibit (10) (r) to the 1992 Annual Report).
 
                                      8
<PAGE>

(10) (r)*             Guilford Mills, Inc. Senior Managers'  Pre-Retirement Life
                      Insurance Agreement  (incorporated by reference to Exhibit
                      (10) (s) to the 1992 Annual Report).

(10) (s)*             Guilford  Mills,   Inc.  Senior   Managers'   Supplemental
                      Retirement  Plan and related Plan Agreement  (incorporated
                      by  reference  to  Exhibit  (10)  (t) to the  1992  Annual
                      Report).

(10) (t)*             Form  of  Severance  Agreement  between  the  Company  and
                      certain of its officers  and  employees  (incorporated  by
                      reference to Exhibit (10) (u) to the 1992 Annual Report).

(10) (u)*             Form of  Amendment  to  Severance  Agreement  between  the
                      Company  and  certain  of  its  officers   and   employees
                      (incorporated by reference to Exhibit (10) (v) to the 1994
                      Annual Report).

(10) (v)*             Form of Second  Amendment to Severance  Agreement  between
                      the  Company  and certain of its  officers  and  employees
                      (incorporated by reference to Exhibit (10) (w) to the 1994
                      Annual Report).

(10) (w)              Stockholders' Agreement, dated as of April 30, 1991 by and
                      among the  Company,  Maurice  Fishman and Charles A. Hayes
                      (incorporated  by  reference  to  Exhibit  (10) (e) to the
                      Company's  Annual  Report on Form 10-K for the fiscal year
                      ended June 30, 1991).

(10) (x)              Amendment,   dated  June  29,   1994,   to   Stockholders'
                      Agreement,  dated as of April 30,  1991,  by and among the
                      Company,    Maurice   Fishman   and   Charles   A.   Hayes
                      (incorporated by reference to Exhibit (10) (y) to the 1994
                      Annual Report).

(10) (y)              Second  Amendment dated January 1, 1995, to  Stockholders'
                      Agreement,  dated as of April 30,  1991,  by and among the
                      Company,    Maurice   Fishman   and   Charles   A.   Hayes
                      (incorporated  by reference to Exhibit (10)(y) to the 1995
                      Annual Report).

(10) (z)              Third  Amendment  dated June 22,  1995,  to  Stockholders'
                      Agreement,  dated as of April 30,  1991,  by and among the
                      Company,    Maurice   Fishman   and   Charles   A.   Hayes
                      (incorporated  by reference to Exhibit (10)(z) to the 1995
                      Annual Report).

(10) (a)(a)           Stockholders' Agreement, dated as of June 22, 1990, by and
                      among the Company,  Charles A. Hayes, George Greenberg and
                      Maurice Fishman (incorporated by reference to Exhibit (10)
                      (f) to the 1990 Annual Report).

(10) (b)(b)           Amendment   dated  January  1,  1995,   to   Stockholders'
                      Agreement,  dated as of June 22,  1990,  by and  among the
                      Company,  Charles A. Hayes,  George  Greenberg and Maurice
                      Fishman (incorporated by reference to Exhibit (10) (b)(b)
                      to the 1995 Annual Report).

(10) (c)(c)           Second  Amendment  dated June 22, 1995,  to  Stockholders'
                      Agreement,  dated as of June 22,  1990,  by and  among the
                      Company,  Charles A. Hayes,  George  Greenberg and Maurice
                      Fishman  (incorporated by reference to Exhibit  (10)(c)(c)
                      to the 1995 Annual Report).

(10) (d)(d)*          Short Term  Incentive  Compensation  Plan for Key Managers
                      (incorporated by reference to Exhibit (10) (x) to the 1992
                      Annual Report).

(10) (e)(e)*          Management   Compensation   Trust  Agreement  between  the
                      Company and North  Carolina  Trust  Company  dated July 1,
                      1991 (incorporated by reference to Exhibit (10) (y) to the
                      1992 Annual Report).

(10) (f)(f)*          Amendment to the Management  Compensation  Trust Agreement
                      between the Company and North Carolina Trust Company dated
                      April 1, 1992  (incorporated  by reference to Exhibit (10)
                      (z) to the 1992 Annual Report).

(10) (g)(g)*          Second  Amendment  to the  Management  Compensation  Trust
                      Agreement  between the Company  and North  Carolina  Trust
                      Company dated July 1, 1992  (incorporated  by reference to
                      Exhibit (10) (a) (a) to the 1992 Annual Report).

(10) (h)(h)           Revolving Credit  Agreement,  dated September 26, 1995, by
                      and between the Company, as borrower,  Gold Mills, Inc. as
                      Guarantor,  and the banks listed therein  (incorporated by
                      reference  to  Exhibit   (10)(i)(i)  to  the  1995  Annual
                      Report).

                                       9


<PAGE>

10 (i)(i)*            Employment Agreement, dated January 17, 1996, by and among
                      Hofmann Laces, Ltd., Raschel Fashion Interknitting,  Ltd.,
                      Curtains and Fabrics, Inc. and Bruno Hofmann (incorporated
                      by reference to Exhibit 2.1(a) to  the  Company's  Current
                      Report on Form 8-K, dated  January  31,  1996  (the  "1996
                      8-K").

10 (j)(j)             Stock Purchase  Agreement,  dated January 12, 1996, by and
                      between  Guilford  Mills,   Inc.  and  Bruno  Hofmann  and
                      Amendment   No.  1  thereto,   dated   January   17,  1996
                      (incorporated  by  reference  to  Exhibit  2.1 to the 1996
                      8-K).

(13)                  Annual  Report  to  Stockholders  of the  Company  for the
                      fiscal year ended  September 29, 1996 (only those portions
                      of such report  incorporated  by  reference  to the Annual
                      Report on Form 10-K are filed herewith).

(21)                  Subsidiaries of the Registrant.

(23)                  Consent of Independent Public Accountants.

(27)                  Financial Data Schedule

*Items denoted with an asterisk represent  management  contracts or compensatory
plans or arrangements.

(b) Reports on Form 8-K

         Not Applicable.
                                       10

<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                GUILFORD MILLS, INC.

                              By: /s/ Terrence E. Geremski
                                   Terrence E. Geremski
                                   Senior Vice President, Chief Financial
                                   Officer and Treasurer
Dated:  December 19, 1996

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>


     SIGNATURE                                TITLE                                  DATE

<S>                                   <C>                                      <C> 
                                      Chairman of the Board of Directors
                                      and Chief Executive Officer (Principal
/s/ Charles A. Hayes                  Executive Officer)                        December 19, 1996
----------------------------------
Charles A. Hayes


/s/ Maurice Fishman                   Vice Chairman of the Board of Directors   December 19, 1996
-----------------------------------
Maurice Fishman


/s/ George Greenberg                  Vice Chairman of the Board of Directors   December 19, 1996
-----------------------------------
George Greenberg
                                      Director; Senior Vice President, Chief
                                      Financial Officer and Treasurer (Principal
/s/ Terrence E. Geremski              Financial and Accounting Officer)         December 19, 1996
-----------------------------------
Terrence E. Geremski

                                      Director; President and Chief Operating
/s/ John A. Emrich                    Officer                                   December 19, 1996
-----------------------------------
John A. Emrich


/s/ Jacobo Zaidenweber                Director                                  December 19, 1996
-----------------------------------
Jacobo Zaidenweber


/s/ Tomokazu Adachi                   Director                                  December 19, 1996
-----------------------------------
Tomokazu Adachi


/s/ Donald B. Dixon                   Director                                  December 19, 1996
-----------------------------------
Donald B. Dixon


/s/ Stephen C. Hassenfelt             Director                                  December 19, 1996
-----------------------------------
Stephen C. Hassenfelt


</TABLE>
                                       11

<PAGE>

<TABLE>
<CAPTION>


     SIGNATURE                                TITLE                                  DATE
<S>                                    <C>                                     <C> 
/s/ Sherry R. Jacobs                   Director                                 December 19, 1996
-----------------------------------
Sherry R. Jacobs


/s/ Stig A. Kry                        Director                                 December 19, 1996
-----------------------------------
Stig A. Kry


/s/ Paul G. Gillease                   Director                                 December 19, 1996
-----------------------------------
Paul G. Gillease

</TABLE>

                                       12

<PAGE>



                           INDEX TO FORM 10-K SCHEDULE


Report of Independent Public Accountants...................................  F-1

Schedule II - Analysis of Valuation and Qualifying Accounts for the Years
Ended September 29, 1996, October 1, 1995 and October 2, 1994..............  F-2


                                       13

<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders and Board of Directors of Guilford Mills, Inc.:

         We  have  audited  in  accordance  with  generally   accepted  auditing
standards,  the financial statements included in the Guilford Mills, Inc. Annual
Report to the Stockholders incorporated by reference in this Form 10-K, and have
issued our report  thereon dated  November 14, 1996.  Our audit was made for the
purpose of forming an opinion on those statements taken as a whole. The schedule
on page F-2 is the  responsibility of the Company's  management and is presented
for purposes of complying with the Securities  and Exchange  Commission's  rules
and is not  part of the  basic  financial  statements.  This  schedule  has been
subjected to the auditing procedures applied in the audit of the basic financial
statements  and, in our  opinion,  fairly  states in all  material  respects the
financial  data  required  to be set  forth  therein  in  relation  to the basic
financial statements taken as a whole.




                                                            ARTHUR ANDERSEN LLP

Greensboro, North Carolina,
November 14, 1996.



                                      F-1
<PAGE>



                              Guilford Mills, Inc.

                                   SCHEDULE II
                      Analysis of Valuation and Qualifying
           Accounts For the Years Ended September 29, 1996, October 1,
                            1995 and October 2, 1994
                                 (In Thousands)

<TABLE>
<CAPTION>

                                                                     Additions
                                                     Balance        Charged to                                       Balance
                                                    Beginning        Cost and                                          End
                                                    of Period        Expenses         Deductions        Other       of Period
                                                   ------------    --------------    --------------    --------    -------------
                                                                                          (1)            (2)
<S>                                               <C>                <C>               <C>              <C>           <C>  
For the Year Ended October 2, 1994:
     Reserve deducted from assets to
     which it applies -
         Allowance for doubtful
         accounts............................        $8,748          $1,334            $(1,719)         $182          $8,545
                                                   ============    ============      =============    =========     ============

For the Year Ended October 1, 1995:
     Reserve deducted from assets to
     which it applies -
         Allowance for doubtful
         accounts............................        $8,545          $3,186            $(2,645)        $(219)         $8,867
                                                   ============    ============      =============    =========     ============

For  the Year Ended September 29, 1996
     Reserve  deducted from assets to 
     which it applies -
         Allowance for doubtful
         accounts............................        $8,867            $245                $(9)       $  384          $9,487
                                                   ============    ============      =============    =========     ============



(1)  Deductions are for the purpose for which the reserve was created.
(2)  Other amounts represent the effect of exchange rate fluctuations and the purchase of a business.
(3)  See Notes to Consolidated Financial Statements.

</TABLE>

                                      F-2

<PAGE>
Exhibit Index




(3)(b)  By-Laws of the Company as amended through November 14, 1996.


(13)    Annual  Report to  Stockholders  of the Company for the fiscal year
        ended  September 29, 1996 (only those  portions of such report  
        incorporated  by reference to the Annual Report on Form
        10-K are filed herewith).


(21)    Subsidiaries of the Registrant.


(23)    Consent of Independent Public Accountants.


(27)    Financial Data Schedule