SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                (Amendment No. 1)


<TABLE>
<S>                                                         <C>
     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)                TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
[X]  OF THE SECURITIES EXCHANGE ACT OF 1934                  [ ]  OF THE SECURITIES EXCHANGE ACT OF 1934
     For the Fiscal Year Ended September 28, 2003                 For the transition period from _______ to _______
</TABLE>

                          Commission File No. 000-50025


                              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.)


        6001 WEST MARKET STREET
       GREENSBORO, NORTH CAROLINA                                   27409
(Address of principal executive offices)                         (Zip Code)


       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (336) 316-4000


        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                          Common Stock, $.01 par value


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. [X]

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).

                                 Yes [ ]   No [X]

Aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant at March 29, 2003, computed by the last
reported trading price on the Over-the-Counter Bulletin Board ($4.00) of the
Registrant's Common Stock on such date: $14,059,200. (Solely for the purposes of
the foregoing calculation, affiliates are considered to be Directors, Officers
and greater than 10% beneficial owners of the Registrant's common equity.)

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

                                 Yes [X]   No [ ]

Number of shares of the Registrant's common stock, par value $.01 per share,
outstanding as of December 22, 2003: 5,501,053.

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                                EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report on Form 10-K (the "Form 10-K") of
Guilford Mills, Inc. for the fiscal year ended September 28, 2003, is being
filed for the purpose of amending Item 13 of the Form 10-K, and the complete
text of Item 13, as amended, is set forth herein. In addition, in connection
with the filing of this Amendment No. 1, we are including as exhibits certain
currently dated certifications of our CEO and CFO and an updated consent letter
from the independent public accountants. The remainder of our Form 10-K is not
reproduced in this amendment, and this amendment does not reflect events
occurring after the filing of the Company's original Form 10-K or, except as
indicated, modify or update the original Form 10-K.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the 2003 fiscal year, the Company paid $231,356 in consulting fees to
Horizon Management, Inc., of which Charles M. Price, a director of the Company,
is the President, Chief Executive Officer and controlling stockholder. With
respect to the 2003 fiscal year, the Company paid an aggregate salary and bonus
of $117,469 to Martha Emrich, Director of Marketing, an employee of the Company
for over ten years and who in January 2003 married John Emrich, a director and
the Chief Executive Officer of the Company. In fiscal 2004, Gordon Mackinnon,
the son of Alan Mackinnon (an executive officer of the Company), joined the
Company as a business manager in the United Kingdom with an annual base salary
of (pound)30,000, plus benefits.

In connection with the implementation of the Plan, the Company entered into
several transactions with the institutions which are listed in the table in
"Security Ownership of Certain Beneficial Owners" above. Pursuant to the Plan,
each such institution or its affiliate acquired shares of New Common Stock,
Notes (as described in note 12 to the Consolidated Financial Statements included
elsewhere in this Report), Altamira Trust Notes and Discontinued Operations
Trust Notes (as described in note 1 to the Consolidated Financial Statements),
and distributions of cash (as described in note 3 to the Consolidated Financial
Statements). In addition, Guilford's Revolving Credit Facility (described in
note 12 to the Consolidated Financial Statements) is provided by certain of the
institutions listed in "Security Ownership of Certain Beneficial Owners" (or
affiliates of such institutions) as follows: Wachovia Bank, National
Association; Bank One, NA; General Electric Capital Corporation (an affiliate of
GE Capital CFE, Inc.); and The Prudential Insurance Company of America (an
affiliate of Prudential Financial, Inc.).


Item 15 of Form 10-K is supplemented for certain additional exhibits required in
connection with the filing of this Amendment No. 1, as follows:

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(A) DOCUMENTS FILED AS A PART OF THIS REPORT:

      3.   Exhibits

EXHIBIT NO.          DESCRIPTION OF EXHIBIT
-----------          ----------------------


(23) (a)             Consent of Independent Public Accountants.

(31) (a)             Certification of Chief Executive Officer required by
                     Rule 13a-14(a).

(31) (b)             Certification of Chief Financial Officer required by
                     Rule 13a-14(a).


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                                   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/ David H. Taylor
                                                    ----------------------------
                                                    David H. Taylor
                                                    Chief Financial Officer

Dated: March 9, 2004


















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                                  EXHIBIT INDEX
                                  -------------


EXHIBIT NO.         DESCRIPTION OF EXHIBIT
-----------         ----------------------

(23) (a)            Consent of Independent Public Accountants.

(31) (a)            Certification of Chief Executive Officer required by
                    Rule 13a-14(a).

(31) (b)            Certification of Chief Financial Officer required by
                    Rule 13a-14(a).




















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