SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM 10-K

    ANNUAL REPORT PURSUANT TO                    TRANSITION REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF THE                   SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934              SECURITIES EXCHANGE ACT OF 1934
   X
---------                                  --------
  For the Fiscal Year Ended                    For the transition period
   October 3, 1999                              from __________ to ___________


                           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 Identification
 of incorporation or organization)               No.)

         4925 West Market Street
       Greensboro, North Carolina                            27407
 (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:



    Title of Each Class              Name of Each Exchange on which Registered
    -------------------              -----------------------------------------

 Common Stock, $.02 par value                   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 15, 1999 (a
total of 16,123,853  shares of common stock),  computed by reference to the last
reported  sale price ($7.875) of the Registrant's  common  stock on the New York
Stock Exchange on such date: $126,975,342.

Number of shares of the Registrant's common stock outstanding as of November 15,
1999:  19,194,295.

                       DOCUMENTS INCORPORATED BY REFERENCE
Certain  portions of the annual report to stockholders for the fiscal year ended
October 3, 1999 are  incorporated  by reference  into Parts I, II and IV of this
report.

Certain  portions of the  Registrant's  definitive  proxy statement  pursuant to
Regulation 14A of the Securities  Exchange Act of 1934, which will be filed with
the Commission on or about December 22, 1999, are incorporated by reference into
Part III of this report.

<PAGE>
                                     PART I
ITEM 1.  BUSINESS

GENERAL

Guilford Mills, Inc. 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.

Guilford Mills,  Inc. produces fabrics using a broad range of technologies for a
variety of customers  and  markets.  It is the largest warp knitter in the world
and a leader in technological  advances in textiles.  The Company has identified
four  segments in which it  operates:  Automotive,  Apparel,  Home  Fashions and
Other.

Fabrics  produced  in the  Automotive  segment  are sold to  original  equipment
manufacturers  (OEMs) and their  suppliers.  These fabrics are  fabricated  into
seats and headliners of passenger cars, sport utility vehicles,  conversion vans
and light and heavy  trucks.  Automotive  products  utilize warp knit,  circular
knit, flat woven, woven velour and printing technologies.

The  Apparel  segment  fabrics  and  laces  are used  predominately  in  women's
shapewear,  swimwear,  ready-to-wear and intimate apparel  garments.  Other uses
include  sleepwear,  team sportswear and linings.  The Apparel segment  utilizes
warp and circular knit technology.

The Home Fashions segment produces fabrics for residential and office furniture,
mattress ticking, and window treatment applications, including lace. The Company
also  designs,  produces  and  distributes  directly  to retail a broad  line of
products  for  the  home  including   window   curtains,   sheets,   comforters,
pillowcases, bedskirts and shower curtains.

The  remainder  of  Guilford's  fabrics  are  sold  for use in a broad  range of
industrial/specialty  products  and  are  included  in the  Other  segment.  The
Company's  polyester  fibers  spinning  operations  are  also  included  in this
segment.

Reference is made to Note 16 of the  Consolidated  Financial  Statements  in the
Annual  Report to  Stockholders  for the fiscal year ended  October 3, 1999 (the
"Annual  Report"),   which  note  is  incorporated  herein  by  reference,   for
information regarding revenue, profit and assets by segment.

PRODUCT DEVELOPMENT

Working  closely  with the  Company's  customers,  the Company has  research and
development   departments  in  the  U.S.,   U.K.,  and  Mexico,   consisting  of
approximately 120 employees, that 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 1999, 1998 and 1997,
were   approximately   $17.2  million,   $19.6   million,   and  $14.9  million,
respectively.

The Company has numerous trademarks,  trade names, patents and certain licensing
agreements which it uses in connection with the advertising and promotion of its
products  across  segments.  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 knits based on internal  forecasts  and generally  dyes and finishes
based on customer orders and therefore, significant amounts of inventory are not
required  to meet  rapid  delivery  to the  Company's  customers  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.  To
minimize the credit risk on such  accounts and to obtain larger credit lines for
many customers, the Company maintains credit insurance covering $24.0 million of
certain  outstanding  accounts  receivable  as of October 3, 1999.  In addition,
approximately  17% of accounts  receivable are factored  without  recourse.  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 generally takes advantage of
discounts offered by vendors.

The  Company  experiences  seasonal  fluctuations  in its  sales in the  Apparel
segment, with the highest sales occurring in the period from April to September.
Sales  in  the   Automotive,   Home  Fashions  and  Other  segments   experience
insignificant seasonal fluctuations.

The Company has a large number of  customers.  No customer  accounted for 10% or
more of total net sales during  fiscal 1999,  1998 or 1997.  The  Company's  net
sales reflect  substantial direct and indirect sales to certain large automotive
original equipment manufacturers.

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.


EXPORT SALES

U.S. export sales, as a percentage of total worldwide sales of the Company, were
approximately 5.4% in fiscal 1999, 5.4% in fiscal 1998 and 5.5% in fiscal 1997.

RAW MATERIALS

Fabrics in all of the Company's segments are constructed  primarily of synthetic
yarns: nylon and polyester.  In fiscal 1999, the Company internally produced 15%
of the polyester  yarns used. The Company  purchases its nylon and the remaining
polyester yarns from several domestic and foreign fiber producers. During fiscal
1999,  the Company  experienced  periods of  tightness of supply of nylon fiber,
however,  nylon  fiber  is  currently  readily  available.   Due  to  the  price
competition  resulting  from the Asian  crisis,  the Company  purchased  greater
quantities of lower-priced  polyester yarn from foreign  suppliers during fiscal
1999.  The  Company's  Apparel  segment also uses spandex,  acetate,  cotton and
rayon.  A small  amount of spandex is used in the Home  Fashions  segment.  Both
spandex and acetate are purchased  substantially from one domestic producer.  In
fiscal 1999 all yarns, except nylon, were readily available  throughout the year
and either were or could be purchased from numerous sources. 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  in all
segments are  available in large  quantities  from various  suppliers.  The foam
backing used in the automotive fabric  lamination  process is purchased from two
suppliers  in the United  States and two  suppliers  in Europe.  In fiscal 1999,
there was an adequate supply of foam.

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  its  foreign  subsidiaries,   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 12 of the  Consolidated  Financial  Statements  in the
Annual Report,  which note is incorporated herein by reference,  for information
regarding certain other environmental matters.

COMPETITION

In all of the Company's  segments,  the  principal  methods of  competition  are
pricing,  styling  and design,  customer  service  and  quality.  In retail home
fashions,   distribution   channels  are  an  additional   principal  method  of
competition.  The weight of each  competitive  factor varies by product line. In
the past few years, the Apparel and Home Fashions segments have been impacted by
imports of garments, window curtains and sheeting.

In the United States,  the Company has five major warp knit competitors and many
other smaller competitors in the Apparel and Home Fashions segments. The Company
also competes with some garment  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.  There are four
major and numerous smaller circular knit competitors in the Apparel segment.  In
the Automotive  segment,  the Company has three major domestic  competitors  and
several smaller competitors. Guilford's automotive subsidiary in Europe competes
with seven warp  knitters in the United  Kingdom and several in France.  It also
competes  with many  producers  of  circular  knit and flat woven  fabrics.  The
Company's  operations in Mexico compete primarily with four warp knitters in the
Apparel  segment and one warp  knitter in the  Automotive  segment.  None of the
Company's competitors are deemed to be dominant with respect to their markets.

EMPLOYEES

As of  November  15,  1999,  the  Company  employed  6,251  full-time  employees
worldwide.  Approximately  1,258  employees  (including 428 in Europe and 460 in
Mexico) are represented by collective bargaining agreements.

SAFE HARBOR-FORWARD-LOOKING STATEMENTS

From time to time, the Company may publish  forward-looking  statements relative
to such  matters  as  anticipated  financial  performance,  business  prospects,
technological  developments,  new products,  research and development activities
and  similar  matters.  The  Private  Securities  Litigation  Reform Act of 1995
provides a safe harbor for forward-looking statements.

All  statements  other  than  statements  of  historical  fact  included  in  or
incorporated by reference into this Form 10-K, including, without limitation the
statements under  "Management's  Discussion and Analysis of Financial  Condition
and  Results  of  Operations"  are,  or may  be  deemed  to be,  forward-looking
statements  within the meaning of Section 27A of the  Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Important factors that could
cause  actual  results  to  differ  materially  from  those  discussed  in  such
forward-looking statements include:

1.       general  economic  factors  including,  but  not limited to, changes in
         interest   rates,   foreign   currency   translation  rates,   consumer
         confidence,  housing starts,  trends in  disposable income,  changes in
         consumer  demand  for  goods produced, and  cyclical or other downturns
2.       the  overall level  of  automotive  production  and  the  production of
         specific car models
3.       fashion trends
4.       information and technological advances including Year 2000 issues
5.       cost and  availability  of  raw  materials, labor and natural and other
          resources
6.       domestic and foreign competition
7.       domestic and foreign governmental regulations and trade policies
8.       reliance on major customers
9.       success of marketing, advertising and promotional campaigns or
10.      inability  to   achieve  cost   reductions  through  consolidation  and
         restructuring of acquired companies

Item 2.  PROPERTIES

Set forth below is a listing of facilities owned and leased by the Company.
<TABLE>
<S>                              <C>                <C>            <C>
--------------------------------------------------------------------------------
Facility                         Location           Segment(s)     Leased/Owned
--------------------------------------------------------------------------------
Sales Offices, Design Studios    California (1)      Apparel          Leased
--------------------------------------------------------------------------------
                                 Michigan (1)        Automotive       Leased
--------------------------------------------------------------------------------
                                 New York (2)        Apparel,
                                                     Home Fashions,
                                                     Other            Leased
--------------------------------------------------------------------------------
                                 Texas (1)           Home Fashions    Leased
--------------------------------------------------------------------------------
                                 China (1)           Apparel          Leased
--------------------------------------------------------------------------------
                                 Germany (1)         Automotive       Leased
--------------------------------------------------------------------------------
                                 Spain (1)           Automotive       Leased
--------------------------------------------------------------------------------
Manufacturing                    New York (5)        Apparel,
                                                     Home Fashions    Owned (4),
                                                                      Leased (1)
--------------------------------------------------------------------------------
                                 North Carolina (8)  Apparel,
                                                     Automotive,
                                                     Home Fashions,   Owned (6),
                                                     Other            Leased (2)
--------------------------------------------------------------------------------
                                 Pennsylvania (2)    Apparel,
                                                     Home Fashions,
                                                     Other            Owned
--------------------------------------------------------------------------------
                                 Brazil (1)          Automotive       Leased
--------------------------------------------------------------------------------
                                 Mexico (1)          Apparel,
                                                     Automotive,
                                                     Home Fashions    Owned
                                                     Other
--------------------------------------------------------------------------------
                                 United Kingdom (3)  Automotive       Owned
--------------------------------------------------------------------------------
Outlet Stores                    New York (3)        Home Fashions    Leased
--------------------------------------------------------------------------------
                                 North Carolina (1)  Home Fashions    Leased
--------------------------------------------------------------------------------
Warehouses                       New York (1)        Apparel          Leased
--------------------------------------------------------------------------------
                                 Mexico(5)           Apparel,
                                                     Automotive,
                                                     Home Fashions    Owned (2),
                                                     Other            Leased (3)
--------------------------------------------------------------------------------
                                 United Kingdom (1)  Automotive       Leased
--------------------------------------------------------------------------------
</TABLE>

Management  believes the  facilities  and  manufacturing  equipment  are in good
condition, well maintained,  suitable and adequate for present production.  Many
of the Company's manufacturing facilities are utilized by more than one segment.
Utilization of the facilities  fluctuates  from time to time due to the seasonal
nature of operations and market conditions. The Company defines full utilization
as five day, three shift production. On that basis, the manufacturing facilities
are  generally  utilized   approximately  80%.  However,   during  fiscal  1999,
automotive  only  facilities in the U.S. were  operating at a full seven days to
meet demand. Cut-and-sew operations in home fashions were running five days, one
to two shifts depending on the product.

ITEM 3.  LEGAL PROCEEDINGS

Reference is made to Note 12 of the  Consolidated  Financial  Statements  in the
Annual Report,  which note is incorporated herein by reference,  for information
regarding certain environmental matters.

Several  purported class action lawsuits have been filed on behalf of purchasers
of the  Company's  common stock  against the Company and certain of its officers
and directors. These lawsuits were consolidated by order of the Court on January
8, 1999. A Consolidated  and Amended Class Action  Complaint (the  "Consolidated
Complaint") was filed on February 8, 1999. The Consolidated  Complaint  purports
to allege claims under Sections  10(b) and 20(a) of the Securities  Exchange Act
of 1934 and Rule 10b-5 promulgated thereunder,  in connection with the Company's
public  disclosure  of  accounting  irregularities  at the Hofmann Laces unit in
fiscal year 1998. Specifically,  the Consolidated Complaint alleges that, during
the alleged class period (January 20, 1998 through October 26, 1998), defendants
materially  misrepresented the Company's  financial condition and overstated the
Company's  reported  earnings.  No  specific  amount of damages is sought in the
Consolidated Complaint.

On  April 9,  1999,  defendants  filed a  motion  to  dismiss  the  Consolidated
Complaint.  On July 21, 1999,  the Court entered an order  dismissing all claims
against  one of the  Company's  officers  but denied the  Company and one of its
director's motion to dismiss. Plaintiffs filed their Second Amended Complaint on
September  7, 1999,  and  defendants  answered the Second  Amended  Complaint on
September 24, 1999. On November 1, 1999,  plaintiffs  filed a motion  seeking to
certify a plaintiff  class  consisting  of all persons or entities who purchased
the common shares of Guilford Mills,  Inc. from January 20, 1998 through October
26, 1998 inclusive.  Guilford has until February 11, 2000, to oppose plaintiffs'
class  certification  motion.  The  Company  intends  to  vigorously  defend the
lawsuits.

The Securities and Exchange  Commission (the  "Commission")  has issued a formal
Order Directing Private Investigation and Designating Officers To Take Testimony
(the "Formal  Order") with respect to accounting  irregularities  at the Hofmann
Laces unit which the  Company  had  previously  disclosed  in press  releases in
October  and  November  1998.  Prior to the  issuance of the Formal  Order,  the
Company  had  voluntarily   provided  certain   information  to  the  Commission
concerning the accounting  irregularities at the Hofmann Laces unit. The Company
has delivered documents to, and intends to continue  cooperating fully with, the
Commission.

The  Company is also  involved  in various  litigation,  including  the  matters
described above, in the ordinary course of business.  Although the final outcome
of these legal and  environmental  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 4.  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 of fiscal 1999.


                                     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 39 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

  In thousands except per
     share data)                 1999      1998      1997      1996     1995
                                 ----      ----      ----      ----     ----
  Results of Operations
  ----------------------
  Net sales                    $856,838   $894,534  $894,709 $830,320  $782,518
  Income before extraordinary
     item                        10,230     33,146    43,238   33,978    33,636
  Net income                     10,230     30,206    43,238   33,978    33,636

  Per Share Data (1)
  ------------------
  Basic:
    Income before extraordinary
     item                          0.47       1.32      1.92     1.59      1.60
    Net income                     0.47       1.20      1.92     1.59      1.60

  Diluted:
    Income before extraordinary
      item                         0.47       1.30      1.78     1.47      1.48
    Net income                     0.47       1.19      1.78     1.47      1.48

  Cash dividends                   0.44       0.44      0.42     0.40      0.40

  Balance Sheet Data
  ------------------
  Working capital               127,660    211,278   213,974  177,658   178,233
  Total assets                  753,431    794,500   729,796  728,830   586,371
  Long-term debt                146,137    176,872   134,560  209,435   166,368
  Stockholders' investment      340,945    385,177   408,896  298,059   267,549

(1) All share data has been  restated to reflect the  effect of a  three-for-two
stock split  effected in May 1997 in the form of a 50% stock dividend.

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 21 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 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Reference  is made  to the  information  set  forth  on  page 20 in the  section
entitled  "Management's  Discussion  and  Analysis of  Financial  Condition  and
Results of Operations" in the Annual Report,  which page is incorporated  herein
by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Reference is made to information  set forth on pages 22 through 39 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",  and under the caption "Section 16(a) Beneficial Ownership Reporting
Compliance" all as set forth in the Company's definitive proxy statement,  which
will be filed with the  Commission  on or about  December  22, 1999  pursuant to
Regulation  14A  under  the   Securities   Exchange  Act  of  1934  (the  "Proxy
Statement"), is incorporated herein by reference.

     EXECUTIVE OFFICERS OF THE REGISTRANT (AS OF DECEMBER 13, 1999)

Name                   Age     Office or Business Experience
----                   ---     -----------------------------

Charles A. Hayes        64     Chairman of the Board and Chief Executive Officer
                               (since  1976);   President  and  Chief  Operating
                               Officer (from 1991 to 1995); President (from 1968
                               to  1976)  and  Executive  Vice  President  (from
                               1961 to 1968).


John A. Emrich          55     Member of  the Board of Directors  (since  1995);
                               President  and  Chief  Operating  Officer  (since
                               1995);   Senior  Vice  President  and  President/
                               Automotive  Business  Unit  (from  1993 to 1995);
                               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    52     Member of the Board  of Directors  (since  1993);
                               Executive  Vice  President  and  Chief  Financial
                               Officer  (since  1997),  Senior  Vice  President,
                               Chief  Financial Officer and Treasurer (from 1996
                               to   1997);   Vice   President,  Chief  Financial
                               Officer and Treasurer (from  1992 to  1996); Vice
                               President and Controller with Varity  Corporation
                               (from  1989  to 1991); and Vice President,  Chief
                               Financial Officer,  Treasurer and holder of other
                               executive  positions with  Dayton  Walther  Corp.
                               (from 1979 to 1989).

Don A. Alexander        39     Vice    President/Technology    (since   1999);
                               Director   of  Research,   Institute  of  Textile
                               Technology (from  1987 to 1999);  formerly holder
                               of  various  technical and  managerial  positions
                               with Milliken & Company (from 1985 to 1987).


Mark E. Cook            40     Treasurer  (since  1997);  Director  of Corporate
                               Finance,  Worthington Industries, Inc. (from 1995
                               to 1997);  Director of Corporate  Finance, Blount
                               International, Inc. (from 1989 to 1995).


Nathan M. Dry           54     Vice   President/Apparel/Home  Fashions   (since
                               1999); Vice  President/Commercial  Products (from
                               1998  to  1999);   Vice   President/Product
                               Development  and  Research  (from 1996  to 1998);
                               President of Dyeing and Printing  Lumberton, Inc.
                               (from 1990 to 1996).

Robert A. Emken, Jr.    36     General  Counsel  and   Secretary  (since  1999);
                               Associate Counsel (from 1991 to 1999); Associate,
                               Womble Carlyle  Sandridge & Rice, PLLC (from 1988
                               to 1991).



Phillip D. McCartney    57     Vice    President/Technical   Operations   (since
                               1989);  formerly   holder  of  various  executive
                               positions with FAB Industries, Inc. (from 1984 to
                               1989).


Byron McCutchen         52     Senior   Vice   President  and   President/Fibers
                               (since  1995);  Senior  Vice  President of Fibers
                               (from 1994   to   1995);    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         56    Vice   President/Human  Resources  (since  1996);
                               Principal of Nova Consulting  Group (from 1994 to
                               1996); Senior  Vice  President/Human Resources of
                               Joseph Horne Company, Inc. (from 1987 to 1994).


Richard J. Redpath       60    Vice   President/Engineering   (since   1999);
                               Principal  of  The  Evans  Group  (from  1997  to
                               1998); Director  of  Engineering,  Binney & Smith
                               (from  1994-1997);  Director  of  Engineering  of
                               Worldwide Johnson & Johnson (from 1988 to 1994).

Christopher J. Richard   43    Senior Vice President (since 1999);Vice President
                               (from  1998-1999) and President/U.S.   Automotive
                               (since   1997);  Vice  President  of   Sales  and
                               Marketing, Garden  State  Tanning  (from 1994  to
                               1997); holder of various executive positions with
                               Collins & Aikman Corporation (from 1983 to 1994).


Kim A. Thompson          41    Vice    President/Corporate   Controller  (since
                               1997);  Director  of  Financial  Reporting  (from
                               1994  to  1997);  holder  of  various   executive
                               positions with  Collins  and  Aikman  Corporation
                               (from 1980 to 1994).

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


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.



                                     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 38 of the
         Annual Report,  which pages are incorporated herein by reference):

         Consolidated Balance Sheets as of October 3, 1999 and September 27,
         1998

         Consolidated  Statements of Income for the Years Ended October 3, 1999,
         September 27, 1998 and September 28, 1997

         Consolidated Statements of Stockholders' Investment for the Years Ended
         October 3, 1999, September 27, 1998 and September 28, 1997

         Consolidated  Statements  of Cash Flows for the Years Ended  October 3,
         1999, September 27, 1998 and September 28, 1997

         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  October 3, 1999,  September  27, 1998 and September 28,
         1997


<PAGE>
3. EXHIBITS:

EXHIBIT NO.           DESCRIPTION OF EXHIBIT
-----------           ----------------------
(3)                   (a) Restated  Certificate of Incorporation of the Company,
                      dated June 8, 1999 (incorporated by reference to Exhibit 3
                      to the  Company's  Quarterly  Report  on Form 10-Q for the
                      fiscal quarter ended July 4, 1999 (the "7/4/99 10-Q")).

(3)                   (b) By-Laws of the Company, as amended through November 5,
                      1998  (incorporated  by reference to Exhibit (3)(b) to the
                      Company's  Annual  Report on Form 10-K for the fiscal year
                      ended September 27, 1998 (the "1998 Annual. Report")).

(4) (a)               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) (b)               Appointment  of  Successor  Rights Agent,  dated  April 1,
                      1999,  between  the Company  and American Stock Transfer &
                      Trust  Company   (incorporated  by  reference  to  Exhibit
                      (4)(a) to the Company's Quarterly  Report on Form 10-Q for
                      the fiscal quarter ended April 4, 1999).

(4) (c)               Form of Note Purchase  Agreement, dated December 18, 1998,
                      entered into  by and between Guilford Mills, Inc. and each
                      of  the  purchasers  named  in  the  purchasers'  schedule
                      thereto.

(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)*             First   Amendment,   dated   September 1,  1993,  to   the
                      Guilford  Mills,  Inc.  Non-Qualified  Profit-Sharing Plan
                      (incorporated  by  reference  to  Exhibit  (10)(b) to  the
                      Company's  Annual Report on Form 10-K for the  fiscal year
                      ended September 28, 1997 (the "1997 Annual Report")).

(10) (c)*             Second    Amendment,  dated   November  1,  1996,  to  the
                      Guilford  Mills,  Inc. Non-Qualified  Profit-Sharing  Plan
                      (incorporated by reference to Exhibit (10)(c) to  the 1997
                      Annual Report).

(10) (d)*             Guilford  Mills,  Inc.  1991 Stock  Option Plan (the "1991
                      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) (e)*             Amendment to the 1991 Plan  (incorporated  by reference to
                      Exhibit (10) (a) to  the  Company's  Quarterly  Report  on
                      Form 10-Q for the fiscal quarter ended March 30, 1997 (the
                      "3/30/97 10-Q")).

(10) (f)*             Amendment  to  the 1991 Plan (incorporated by reference to
                      Exhibit (10)(f) to the 1998 Annual Report).

(10) (g)*             Amendment to  the 1991  Plan (incorporated by reference to
                      Exhibit (10)(d) to the 7/4/99 10-Q).

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

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

(10) (j)*             Form of Stock  Option  Contract  between  the  Company and
                      certain   of  its  officers  pursuant  to  the  1991  Plan
                      (incorporated  by  reference  to  Exhibit  (10) (b) to the
                      Quarterly  Report  on  Form  10-Q  for the fiscal  quarter
                      ended June 29, 1997 (the "6/29/97 10-Q")).

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

(10) (l)*             Amendment   to  the   Restricted  Plan  (incorporated   by
                      reference to Exhibit (10)(g) to the Annual  Report on Form
                      10-K for the fiscal year  ended October 2, 1994 (the "1994
                      Annual Report")).

(10) (m)*             Amendment   to   the  Restricted   Plan  (incorporated  by
                      reference to Exhibit (10) (b) to the 3/30/97 10-Q).

(10) (n)*             Form of Restricted  Stock  Agreement  between  the Company
                      and  certain of  its officers  pursuant to the  Restricted
                      Plan (incorporated by reference to Exhibit (10) (a) to the
                      6/29/97 10-Q).

(10) (o)*             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) (p)*             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) (q)*             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) (r)*             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) (s)*             Guilford Mills,  Inc. Excess Benefit Plan (incorporated by
                      reference  to  Exhibit (10) (a) to  the  Quarterly  Report
                      on  Form  10-Q for  the fiscal quarter ended  December 29,
                      1996 ("12/29/96 10-Q")).

(10) (t)*             Guilford  Mills,   Inc.  Trust  for  Non-Qualified   Plans
                      (incorporated  by  reference  to  Exhibit (10) (b) to  the
                      12/29/96 10-Q).

(10) (u)*             Guilford Mills,  Inc. Senior Managers' Life Insurance Plan
                      and  related  Plan  Agreement  (incorporated  by reference
                      to Exhibit (10) (r) to the Annual  Report on Form 10-K for
                      the  fiscal  year  ended  June 28,   1992  ("1992   Annual
                      Report")).

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

(10) (w)*             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) (x)*             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) (y)*             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) (z)*             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) (a)(a)*          Form  of  Amendment  to  Severance  Agreement  between the
                      Company and certain of its officers and employees.

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

(10) (d)(d)           Second  Amendment,  dated  January  1, 1995, to  the  1991
                      Stockholders'  Agreement,  (incorporated  by  reference to
                      Exhibit  (10)(y)  to the Company's  Annual  Report on Form
                      10-K  for  the  fiscal  year  ended  October 1, 1995  (the
                      "1995 Annual Report")).

(10) (e)(e)           Third   Amendment,  dated  June  22,  1995,  to  the  1991
                      Stockholders'  Agreement  (incorporated  by  reference  to
                      Exhibit(10)(z) to the 1995 Annual Report).

(10) (f)(f)           Fourth   Amendment,  dated   May  23,  1997, to  the  1991
                      Stockholders'   Agreement  (incorporated  by  reference to
                      Exhibit (10)(e) to the 6/29/97 10-Q).

(10) (g)(g)           Fifth  Amendment,  dated   June  22,  1999,  to  the  1991
                      Stockholders'   Agreement  (incorporated  by  reference to
                      Exhibit (10)(b) to the 7/4/99 10-Q).

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

(10) (i)(i)           Amendment,    dated   January   1,  1995,   to  the   1990
                      Stockholders'  Agreement  (incorporated  by  reference  to
                      Exhibit (10) (b)(b) to the 1995 Annual Report).

(10) (j)(j)           Second  Amendment,  dated  June  22,  1995,  to  the  1990
                      Stockholders'  Agreement  (incorporated  by  reference  to
                      Exhibit (10)(c)(c) to the 1995 Annual Report).

(10) (k)(k)           Third  Amendment,   dated  May  23,  1997,  to   the  1990
                      Stockholders'  Agreement  (incorporated  by  reference  to
                      Exhibit (10)(d) to the 6/29/97 10-Q).

(10) (l)(l)           Fourth   Amendment,  dated  June  22,  1999,  to  the 1990
                      Stockholders'  Agreement  (incorporated  by  reference  to
                      Exhibit (10)(c) to the 7/4/99 10-Q).

(10) (m)(m)*          Summary  of Short Term  Incentive  Plan  (incorporated  by
                      reference  to  Exhibit  (10)  (f)(f) to  the  1997  Annual
                      Report).

(10) (n)(n)*          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)(o)(o)*           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) (p)(p)*          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) (q)(q)           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).

(10) (r)(r)           First  Amendment  to  Revolving  Credit  Agreement,  dated
                      May 5, 1999, by and between the Company,  as borrower, and
                      Gold  Mills,  Inc., Raschel  Fashion  Interknitting,  Ltd.
                      and  Curtains  and Fabrics,  Inc., as guarantors,  and the
                      banks listed therein (the "Credit Agreement")(incorporated
                      by reference to Exhibit (10)(a) to the 7/4/99 10-Q).

(10) (s)(s)           Second  Amendment, dated  November 19, 1999, to the Credit
                      Agreement.


(10) (t)(t)*          Amended and Restated Employment Agreement,  dated February
                      25, 1998,  by  and  among  Raschel Fashion  Interknitting,
                      Ltd.,  Hofmann  Laces,  Ltd.,  Curtains and Fabrics,  Inc.
                      and  Bruno  Hofmann  (incorporated by reference to Exhibit
                      (10) (a) to  the Company's Quarterly  Report  on Form 10-Q
                      for the fiscal quarter ended March 29, 1998).

(10) (u)(u)           Stock  Purchase  Agreement,  dated August 6, 1999, between
                      Victor Posner and Guilford Mills, Inc.

(13)                  Annual  Report  to  Stockholders  of  the  Company for the
                      fiscal year ended October 3, 1999 (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.



<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
                                                 Executive  Vice  President  and
                                                 Chief Financial Officer

Dated:  December  22, 1999

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.


  SIGNATURE                     TITLE                         DATE
  ---------                     -----                         ----

                             Chairman of the Board
                             of Directors and Chief
                             Executive Officer
                             (Principal Executive
/s/ Charles A. Hayes         Officer)                       December 22, 1999
------------------------
Charles A. Hayes

                              Director; President
                              and Chief Operating
/s/ John A. Emrich            Officer                       December 22, 1999
------------------------
John A. Emrich

                              Director;  Executive
                              Vice  President  and
                              Chief Financial Officer
                              (Principal Financial and
/s/ Terrence E. Geremski       Accounting Officer)          December 22, 1999
-------------------------
Terrence E. Geremski

                                Vice Chairman of the
/s/ George Greenberg            Board of Directors          December 22, 1999
-------------------------
George Greenberg


/s/ Tomokazu Adachi              Director                   December 22, 1999
------------------------
Tomokazu Adachi


/s/ Donald B. Dixon              Director                   December 22, 1999
-------------------------
Donald B. Dixon


/s/ Paul G. Gillease             Director                   December 22, 1999
-------------------------
Paul G. Gillease


/s/ Stephen C. Hassenfelt        Director                    December 22, 1999
--------------------------
Stephen C. Hassenfelt


<PAGE>


  SIGNATURE                     TITLE                         DATE
  ---------                     -----                         ----

/s/ Bruno Hofmann               Director                     December 22, 1999
--------------------------
Bruno Hofmann


/s/ Sherry R. Jacobs            Director                     December 22, 1999
--------------------------
Sherry R. Jacobs


                                Director                     December 22, 1999
---------------------------
Stig A. Kry


/s/ Grant M. Wilson             Director                     December 22, 1999
----------------------------
Grant M. Wilson


                                Director                     December 22, 1999
----------------------------
Jacobo Zaidenweber



<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 October 3, 1999, September 27, 1998 and September 28, 1997........... F-2



<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
Stockholders  incorporated  by reference in this Form 10-K,  and have issued our
report  thereon dated  November 11, 1999.  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.



                                                  /s/ Arthur Andersen LLP
                                                  -----------------------
                                                      ARTHUR ANDERSEN LLP

Greensboro, North Carolina,
November 11, 1999.


<PAGE>



                              GUILFORD MILLS, INC.

                                   SCHEDULE II
                            ANALYSIS OF VALUATION AND
   Qualifying Accounts For the Years Ended October 3, 1999, September 27, 1998
                             and September 28, 1997
                                 (In Thousands)

<TABLE>
<CAPTION>

                                       Additions
                             Balance   Charged to
                            Beginning   Cost and                    Balance End
                            of Period   Expenses  Deductions  Other  of Period
                          ------------ ---------- ----------  -----   ---------
                                                      (1)      (2)

<S>                          <C>        <C>        <C>         <C>     <C>
For the Year Ended
September 28, 1997:
  Reserve deducted from
  assets to which it
  applies -
    Allowance for doubtful
    accounts..............   $9,487     $3,262     $(3,303)     $42    $9,488
                             ======     ======     ========     ====   ======

For the Year Ended
September 27, 1998:
  Reserve deducted from
  assets to which it
  applies -
    Allowance for doubtful
    accounts...............  $9,488     $2,578     $(2,564)    $(52)   $9,450
                             =======    ======     ========    =====   ======

    Restructuring reserve...    --      $2,962       $(286)      --    $2,676
                             =======    =======    ========     =====  =======

For  the Year Ended
October 3, 1999:
  Reserve deducted from
  assets to which it
  applies -
    Allowance for doubtful
     accounts..............  $9,450    $15,344     $(7,442)     $41   $17,393
                             ======    =======     ========    =====  =======

    Restructuring reserve... $2,676       --       $(2,676)      --      --
                             ======    =======     ========    =====  =======

</TABLE>

(1) Deductions are for the purpose for which the reserve was created.  Fiscal
    1999 includes reversal of $470 of excess reserve into income.
(2) Other amounts  represent the effect of exchange  rate  fluctuations  and the
    purchase of a business.