SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                    Form 10-Q

  (Mark One)
         [X]    QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                 For the quarterly period ended October 31, 1998

                                       OR

         [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
              For the transition period from _________ to _________

                       Commission file number(s) 000-22385

                             ITHACA INDUSTRIES, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          Delaware                                             56-1385842
--------------------------------------------------------------------------------
(State or other jurisdiction of                               (IRS Employer
incorporation or organization)                           Identification number)

Highway 268 West, P.O. Box 620, Wilkesboro, NC                   28697
--------------------------------------------------------------------------------
    (Address of principal executive office)                    (Zip Code)

                                 (336) 667-5231
--------------------------------------------------------------------------------
                  (Registrant's telephone, including area code)


--------------------------------------------------------------------------------
             (Former name, former address and former fiscal year, if
                           changed since last report)

Indicate by check mark whether the registrant (1) has filed all the reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve 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 ninety days.

                                 YES [X] NO [ ]

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by sections 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 [ ]

     APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the registrant's classes of common stock, as of the
latest practicable date. As of September 15, 1998, the registrant had 10,400,000
shares of common stock, par value $.01 per share outstanding.
<PAGE>

                             ITHACA INDUSTRIES, INC.
                                QUARTERLY REPORT

                         QUARTER ENDED OCTOBER 31, 1998

                                      INDEX

<TABLE>
<CAPTION>
PART I.        FINANCIAL INFORMATION                                                                          Page
<S>            <C>                                                                                            <C>
Item 1.        Consolidated Balance Sheets - October 31, 1998 and January 31, 1998                              3

               Consolidated Statements of Operations - Thirteen Weeks Ended October 31,                         4
               1998 and November 1, 1997

               Consolidated Statements of Operations - Thirty-Nine Weeks Ended                                  5
               October 31, 1998 and November 1, 1997

               Consolidated Statements of Cash Flows - Thirty-Nine Weeks Ended                                  6
               October 31, 1998 and November 1, 1997

               Notes to Consolidated Financial Statements                                                       7

Item 2.        Management's Discussion and Analysis of Financial Condition and Results of                       9
               Operations

PART II.       OTHER INFORMATION

Item 1.        Legal Proceedings                                                                                *

Item 2.        Changes in Securities                                                                            *

Item 3.        Defaults upon Senior Securities                                                                  *

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

Item 5.        Other Information                                                                                *

Item 6.        Exhibits and Reports on Form 8-K                                                                14

               Signature                                                                                       15


* No information provided due to inapplicability of item
</TABLE>

                                     Page 2
<PAGE>

                    ITHACA INDUSTRIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                        (In Thousands, except share data)

<TABLE>
<CAPTION>
                                                                         October 31, 1998        January 31, 1998
                                                                      ----------------------  ----------------------
<S>                                                                   <C>                     <C>                    
ASSETS
Current Assets:
     Cash and Cash Equivalents                                        $                  126  $                  680
     Accounts Receivable - Net                                                        40,928                  21,561
     Inventories (Note 2)                                                             63,903                  57,036
     Prepaid Expenses and Other Current Assets                                         4,890                     667
                                                                      ----------------------  ----------------------
        Total Current Assets                                                         109,847                  79,944

Property, Plant and Equipment - Net                                                   34,429                  34,115
Other Assets                                                                           7,415                   1,931
                                                                      ----------------------  ----------------------
        Total Net Assets                                              $              151,691  $              115,990
                                                                      ======================  ======================

LIABILITIES AND STOCKHOLDERS' EQUITY 
Current Liabilities:
     Current Installments of Long-Term Debt                           $                  313 $                    13
     Accounts Payable                                                                 18,486                  10,102
     Accrued Payroll and Related Expenses                                              8,353                   7,860
     Accrued Restructuring Costs                                                       - 0 -                     995
     Other Accrued Expenses                                                            2,680                   1,387
     Current Deferred Income Tax                                                       4,424                   4,424
     Income Taxes Payable                                                              3,527                   3,667
                                                                      ----------------------  ----------------------
        Total Current Liabilities                                                     37,783                  28,448

Long Term Debt - Related                                                                 781                  20,036
Long Term Debt - Non Related                                                          76,270                  33,483
Deferred Income Taxes                                                                 13,693                  13,128
Other Non-Current Liabilities                                                             12                   - 0 -
                                                                      ----------------------  ----------------------
        Total Liabilities                                                            128,539                  95,095

Stockholders' Equity:
     Common Stock of $.01 Par Value                                                      104                     100
     Additional Paid-In Capital                                                       23,276                  22,016
     Accumulated Deficit                                                                (228)                 (1,221)
                                                                      ----------------------  ----------------------
        Total Stockholders' Equity                                                    23,152                  20,895

        Total Liabilities and Stockholders' Equity                    $              151,691  $              115,990
                                                                      ======================  ======================
</TABLE>

                                     Page 3
<PAGE>

                    ITHACA INDUSTRIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                        (In Thousands, except share data)

<TABLE>
<CAPTION>
                                                                                   Thirteen Weeks Ended
                                                                      ----------------------------------------------
                                                                         October 31, 1998        November 1, 1997
                                                                      ----------------------  ----------------------
<S>                                                                   <C>                     <C>                    
Net Sales                                                             $               78,223 $                63,184

Cost of Sales                                                                         66,892                  53,607
                                                                      ----------------------  ----------------------
     Gross Profit                                                                     11,331                   9,577

Selling, General and Administrative Expenses                                           7,903                   6,690
                                                                      ----------------------  ----------------------
     Operating Profit                                                                  3,428                   2,887

Interest Expense, Related Parties                                                         18                     586

Interest Expense, Non-Related Parties - Net                                            2,185                   1,150

Other (Income) - Net                                                                     (93)                   (224)
                                                                      ----------------------  ----------------------
     Income Before Income Taxes                                                        1,318                   1,375

Income Tax Expense                                                                       503                     580
                                                                      ----------------------  ----------------------

        Net Income                                                    $                  815  $                  795
                                                                      ======================  ======================

Basic and Dilutive Net Income Per Common Share                        $                 0.08  $                 0.08
                                                                      ======================  ======================

Weighted Average Common Shares Outstanding                                        10,400,000              10,000,000
                                                                      ======================  ======================
</TABLE>

                                     Page 4
<PAGE>

                    ITHACA INDUSTRIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                        (In Thousands, except share data)

<TABLE>
<CAPTION>
                                                                                  Thirty-Nine Weeks Ended
                                                                      ----------------------------------------------
                                                                         October 31, 1998        November 1, 1997
                                                                      ----------------------  ----------------------
<S>                                                                   <C>                     <C>                    
Net Sales                                                             $              205,861  $              182,860

Cost of Sales                                                                        175,975                 155,321
                                                                      ----------------------  ----------------------
     Gross Profit                                                                     29,886                  27,539

Selling, General and Administrative Expenses                                          22,529                  19,853
                                                                      ----------------------  ----------------------
     Operating Profit                                                                  7,357                   7,686

Interest Expense, Related Parties                                                        333                   1,242

Interest Expense, Non-Related Parties - Net                                            5,756                   4,004

Other (Income) - Net                                                                    (217)                   (543)
                                                                      ----------------------  ----------------------
     Income Before Income Taxes                                                        1,485                   2,983

Income Tax Expense                                                                       493                   1,334
                                                                      ----------------------  ----------------------
        Net Income                                                    $                  992  $                1,649
                                                                      ======================  ======================

Basic and Dilutive Net Income Per Common Share                        $                 0.10  $                 0.16
                                                                      ======================  ======================

Weighted Average Common Shares Outstanding                                        10,323,810              10,000,000
                                                                      ======================  ======================
</TABLE>

                                     Page 5
<PAGE>

                    ITHACA INDUSTRIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                                  Thirty-Nine Weeks Ended
                                                                      ----------------------------------------------
                                                                         October 31, 1998        November 1, 1997
                                                                      ----------------------  ----------------------
<S>                                                                   <C>                     <C>                    
Cash Provided by Operating Activities:
     Net Income                                                       $                  992  $                1,649
Adjustments to Reconcile Net Income to Net Cash Provided by (Used in)
     Operations
     Depreciation and Amortization                                                     4,554                   4,568
     Amortization of Debt Fees                                                           398                   - 0 -
     Deferred Taxes                                                                      564                   1,016
     Gain on Sale of Property, Plant and Equipment                                       (66)                   (294)

Changes in Assets and Liabilities:
     (Increase) in Accounts Receivable                                               (12,635)                 (3,310)
     Decrease (Increase) in Inventories                                                1,125                   2,572
     (Increase) Decrease in Assets held for Disposition                                 (483)                  3,542
     (Increase) Decrease in Prepaid Expenses                                            (556)                   (301)
     Increase (Decrease) in Accounts Payable                                           4,905                  (1,122)
     (Decrease) Increase in Accrued Expenses and Other Liabilities                       779                  (3,286)
     Decrease In Asset Writedown and Restructuring Reserve                            (1,245)                   (986)
     Increase/(Decrease) in Income Taxes Payable                                        (140)                    495
                                                                      ----------------------  ----------------------
             Net Cash Provided by (Used in) Operations                                (1,808)                  4,543

Cash Flows From Investing Activities:
     Cash Used for the Purchase of Glendale Hosiery Assets                            (6,911)                  - 0 -
     Proceeds From the Sale of Property, Plant and Equipment                             752                     823
     Additions to Property, Plant and Equipment                                       (4,007)                 (3,151)
                                                                      ----------------------  ----------------------
             Net Cash Used in Investing Activities                                   (10,166)                 (2,328)

Cash Flows From Financing Activities:
     Borrowings (Repayment) of Long-Term Debt - Net                                    2,230                 (11,819)
     Increase (Decrease) in Revolver                                                  12,143                  10,500
     Cash Paid for Refinancing                                                        (2,953)                  - 0 -
                                                                      ----------------------  ----------------------
             Net Cash Provided by (Used in) Financing Activities                      11,420                  (1,319)

Net Increase (Decrease) in Cash and Cash Equivalents                                    (554)                    896
Cash and Cash Equivalents at Beginning of Period                                         680                      66
                                                                      ----------------------  ----------------------
Cash and Cash Equivalents at End of Period                            $                  126  $                  962
                                                                      ======================  ======================
Supplemental Disclosure of Cash Paid (Received) During the Period For:
     Income Taxes                                                     $                   49  $                 (172)
                                                                      ======================  ====================== 
     Interest                                                         $                5,290  $                4,765
                                                                      ======================  ======================
</TABLE>

                                     Page 6
<PAGE>

                    ITHACA INDUSTRIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         FOR THE THIRTY-NINE WEEKS ENDED
                      OCTOBER 31, 1998 AND NOVEMBER 1, 1997
                                   (Unaudited)

1.       FINANCIAL STATEMENTS

         The consolidated balance sheet as of October 31, 1998 and the
consolidated statements of operations for the thirteen and thirty-nine weeks
ended October 31, 1998 and November 1, 1997, respectively, and the consolidated
statements of cash flows for the thirty-nine weeks ended October 31, 1998 and
November 1, 1997 have been prepared by Ithaca Industries, Inc. the ("Company").
In the opinion of management, all adjustments (consisting of only normal
recurring accruals) necessary for a fair presentation of the financial position
of the Company at October 31, 1998 and the results of operations for the
thirteen and thirty-nine weeks ended October 31, 1998 and November 1, 1997,
respectively, and the statements of cash flows for the thirty-nine weeks ended
October 31, 1998 and November 1, 1997 have been made on a consistent basis.

         Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these financial
statements be read in conjunction with the audited financial statements and
notes thereto for the year ended January 31, 1998 and February 1, 1997 included
in the Company's Annual Report on Form 10-K as filed with the Securities and
Exchange Commission on May 2, 1998.

         The results of operations for the periods presented are not necessarily
indicative of the operating results for the full year.

         Management of the Company has made a number of estimates and
assumptions relating to the reporting of assets and liabilities and the
disclosure of contingent assets and liabilities at period-end and revenues and
expenses for the periods ended to prepare these financial statements in
conformity with generally accepted accounting principles. Actual results could
differ from those estimates.

2.       INVENTORIES

         Inventories consist of the following:

<TABLE>
<CAPTION>
                                                    October 31, 1998        January 31, 1998
                                                 ----------------------  ----------------------
<S>                                              <C>                     <C>                   
         Raw Materials                           $               15,038  $               13,142
         Work in Process                                         18,067                  14,625
         Finished Goods                                          31,498                  29,519
                                                 ----------------------  ----------------------
                                                 $               64,603  $               57,286
            Less Excess of FIFO over LIFO Cost                      700                     250
                                                 ----------------------  ----------------------
                                                 $               63,903  $               57,036
                                                 ======================  ======================
</TABLE>

                                     Page 7
<PAGE>

3.       ACQUISITION AND REFINANCING

         Effective March 24, 1998, the Company purchased substantially all of
the assets and assumed substantially all liabilities of Glendale Hosiery Company
("Glendale" or "Glendale Hosiery"). Glendale is in the business of
manufacturing, marketing and distributing women's hosiery and is located in
Siler City, North Carolina. The aggregate purchase price included cash, the
Company's common stock, subordinated notes payable, and the assumption of
indebtedness and liabilities.

         The following represents the summary unaudited pro forma results of
operations for the thirteen and thirty-nine week periods ended October 31, 1998
and November 1, 1997 as if the acquisition of Glendale had occurred at the
beginning of fiscal 1997. The pro forma results are not necessarily indicative
of the results which may occur in the future.

<TABLE>
<CAPTION>
                                               Thirteen Weeks Ended                           Thirty-Nine Weeks Ended
                                   ----------------------------------------------  ----------------------------------------------
                                      October 31, 1998        November 1, 1997        October 31, 1998        November 1, 1997
                                   ----------------------  ----------------------  ----------------------  ----------------------
<S>                                <C>                     <C>                     <C>                     <C>                   
Net Sales                          $               78,223  $               75,914  $              212,858  $              219,133
Net Income                         $                  815  $                1,426  $                  965  $                2,591
Basic and Dilutive Net Income      $                 0.08  $                 0.14  $                 0.09  $                 0.25
  Per Common Share
</TABLE>

         The Company has entered into a $110 million in senior credit facilities
("Senior Credit Facilities"). The Senior Credit Facilities include a five-year
bank credit facility consisting of a $25 million term loan and up to $70 million
in revolving credit loans to be provided by a syndicate of banks led by
NationsBank, N.A. The Senior Credit Facilities also include an additional $15
million term loan provided by Foothill Capital Credit Corporation and arranged
by NationsBanc Montgomery Securities LLC. The Senior Credit Facilities were also
used to refinance the Company's existing credit agreement with another bank
syndicate, to fund the acquisition of Glendale, and will also be used for
general corporate purposes.

                                     Page 8
<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

                 Thirteen Weeks Ended October 31, 1998 Compared
                   With Thirteen Weeks Ended November 1, 1997

         Net sales increased from $63.2 million for the thirteen weeks ended
November 1, 1997 to $78.2 million for the thirteen weeks ended October 31, 1998.
Included in this year's sales is $14.6 million for Glendale Hosiery which was
acquired on March 24, 1998. Partially offsetting this increase was a decrease of
$3.5 million in other hosiery related business due to product changes at one of
the division's major customers and the lowering of in-store inventory levels by
certain customers. The Company's underwear division's sales during this period
were $3.9 million higher than the same period last year.

         The gross profit margin for the third quarter of fiscal 1999 decreased
to 14.5% from 15.2% in the comparable period last year. This decrease resulted
primarily from start-up costs for new programs and costs associated with
consolidating the Company's two hosiery divisions.

         Selling, general and administrative expenses for the third quarter of
fiscal 1999 increased to $7.9 million from $6.7 million last year primarily due
to the higher sales volume associated with the Glendale acquisition. As a
percent of sales, this year's expense was 10.1% versus 10.6% last year.

         Operating income increased to $3.4 million for the third quarter of
fiscal 1999 from $2.9 million for the comparable period last year.

         Interest expense for the thirteen weeks ended October 31, 1998
increased to $2.2 million from $1.7 million for the same period last year. This
increase is attributed primarily to the increased average bank borrowings
associated with the Glendale Hosiery acquisition.

                Thirty-Nine Weeks Ended October 31, 1998 Compared
                  With Thirty-Nine Weeks Ended November 1, 1997

         Net sales increased from $182.9 million for the thirty-nine weeks ended
November 1, 1997 to $205.9 million for the thirty-nine weeks ended October 31,
1998. The sales increase reflects, in part, $27.0 million for Glendale Hosiery
and an increase of $2.8 million in the Company's underwear division. Partially
offsetting these increases was a decrease of $6.8 million in other hosiery
related business.

         The gross profit margin decreased for year-to-date fiscal 1999 to 14.5%
from 15.1% for the comparable period last year. The decrease resulted primarily
from the costs incurred to consolidate the Company's two hosiery divisions and
to a lesser extent, the start-up costs for new programs in the hosiery division.

         Selling, general and administrative expenses for the thirty-nine weeks
ended October 31, 1998 increased to $22.5 million from $19.9 million last year.
This increase is due

                                     Page 9
<PAGE>

primarily to the higher sales volume associated with the Glendale acquisition.
As a percent of sales, this year's expense remained constant with the comparable
period last year at 10.9%.

         Operating income decreased to $7.4 million for year-to-date fiscal 1999
from $7.7 million for the comparable period last year.

         Interest expense for the thirty-nine weeks ended October 31, 1998
increased to $6.1 million from $5.2 million in the comparable period last year.
This increase is attributed primarily to the increased average bank borrowings
associated with the Glendale Hosiery acquisition.

LIQUIDITY AND CAPITAL RESOURCES

         On March 24, 1998, the Company completed the acquisition of Glendale
Hosiery Company for a combination of stock, cash and the assumption of certain
indebtedness and liabilities. In conjunction with the acquisition, the Company's
existing Credit Agreement was replaced by a $110.0 million new credit facility.
One part of the new facility provides for a term loan ("Term Loan") of $25.0
million and a revolving loan facility of up to $70.0 million. A separate part of
the new credit facility provides for an additional $15.0 million term loan. The
revolving loan facility includes a sub-limit of $15.0 million for the issuance
of letters of credit. As of December 7, 1998, the Company had $38.1 million of
Term Loans outstanding, $36.2 million of borrowings under the revolving loan
facility, and $4.1 million of outstanding letters of credit. The Company at
December 7, 1998 had $21.3 million of availability under its revolving loan
facility.

         As of October 31, 1998 one customer of the company was experiencing
financial problems and owed $1.7 million which was past due. Subsequently, a
$600 thousand payment was received. The company believes that the combination of
future payments for the customer and existing bad debt reserves are adequate to
cover the remaining balance.

YEAR 2000 ("Y2K") COMPLIANCE

         Some of the Company's computer programs were written using two digits
rather than four to define the applicable year. As a result, those computer
programs may recognize a date using "00 as the year 1900 rather than the year
2000. This could cause a system failure or miscalculations causing disruptions
of operations, including, among other things, a temporary inability to process
transactions, send invoices, or engage similar normal business activities.

         To improve the Company's overall financial and operational information,
an Enterprise Resource Planning ("ERP") system was selected and is in the
process of being installed. This new ERP system which is Y2K compliant, will
replace the Company's legacy systems. The ERP project is supervised and
supported by senior management. The implementation of the ERP system is a joint
effort of the Company's internal staff and outside consultants.

         The Company's Y2K compliance project was begun in July, 1996 and has
five phases. Phase one, which involved the assessment of all systems and
equipment affected by the Y2K issue, has been completed. Phase two, which
involved the defining of strategies to correct those systems and equipment which
were found to pose Y2K problems, has also been

                                     Page 10
<PAGE>

completed. Phase three involved the remediation or replacement of the systems
and equipment which were found to be defective and were not going to be resolved
by the installation of the new ERP system mentioned above. The company has a
definitive plan in place to make the necessary corrections and, as of October
31,1998, has completed the required changes for 75% of the identified problems.
Phase four involved assessing the potential impact on the Company of the Y2K
compliance efforts of its customers and suppliers. Formal communications were
begun in March 1998 and a follow up communication occurred in September 1998.
The Company is in the process of collecting and analyzing the responses received
and, based on those responses, will determine by March 31,1999 what corrective
actions need to be taken to minimize the impact on the Company. There is no
guarantee that the systems of other companies on which the Company's systems
rely will be timely converted and will not have an adverse effect on the
Company's systems. Phase five involves the formal testing to insure Y2K
compliance. This testing began in July 1997 and is planned to continue up
through December 31, 1999.

         Since the actions being taken by the Company to correct the Y2K problem
are extensive and on-going, the Company's worst case scenario is unknown at this
time. The Company believes it is prudent to have contingency plans in place to
minimize the impact of internal or third party failures to correct Y2K problems.
During the first half of 1999 the Company will identify the areas where
contingency plans are required based on the best information that it has
available at that time.

         The incremental cost of becoming Y2K compliant is not material. The
date on which the Company believes it will complete the Y2K modifications is
based on management's best estimates, which were derived utilizing numerous
assumptions of future events, including the continued availability of certain
resources and other factors. However, there can be no guarantee that these
estimates will be achieved and actual results could differ materially from those
anticipated. Specific factors that might cause such material differences
include, but are not limited to, the availability and costs of personnel trained
in this area, the ability to locate and correct all relevant computer codes, and
similar uncertainties.

         The Company believes that the successful, timely completion of its Y2K
compliance project will result in the Company not suffering any material adverse
effect on its results of operations, financial position or cash flows. However,
if all Y2K issues are not properly identified, assessed, remediated, replaced or
tested, there can be no assurance that the Y2K issue will not have a material
adverse effect on its results of operations, financial position, or cash flows
or adversely affect the Company's relationship with suppliers, customers or
other third parties. Additionally, there can be no assurance that the Y2K issues
of other entities will not adversely effect the Company.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         Certain statements in this report including information set forth under
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," constitute "Forward-Looking Statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 (the "Reform Act"). Ithaca
Industries, Inc., a Delaware corporation (the "Company" or "Ithaca"), desires to
take advantage of certain "safe harbor" provisions of the Reform Act and is
including this special note to enable the Company to do so. Forward-looking
statements included in this report, involve known and unknown risks,
uncertainties, and other factors which could cause the Company's actual results,
performance

                                     Page 11
<PAGE>

(financial or operating) or achievements to differ materially from the future
results, performance (financial or operating) or achievements expressed or
implied by such forward-looking statements. These risks include business risks
such as changes in the price of raw materials, concentration of Ithaca's
principal customers, availability of labor and competitive factors; industry
risks such as changes in the retailing industry and shifts in consumer
preferences; financial risks such as liquidity and access to capital;
integration of the Glendale Hosiery Company acquisition; and other risks as set
forth from time to time in the company's filings with the Securities and
Exchange Commission.

         Many of the foregoing factors have been discussed in the Company's
prior filings with the Securities and Exchange Commission (the "Commission") and
other publicly available documents. Had the Reform Act been effective at an
earlier time, this special note would have been included in earlier Commission
filings. The foregoing review of significant factors should not be construed as
exhaustive or as an admission regarding the adequacy of disclosures previously
made by the Company prior to the effective date of the Reform Act.

                                     Page 12
<PAGE>

PART II.       OTHER INFORMATION

Item 1         Legal Proceedings                                           None

Item 2         Changes in Securities                                       None

Item 3         Defaults upon Senior Securities                             None

Item 4         Submission of Matter to a Vote of Security Holders          None

Item 5         Other Information                                           None

Item 6         Exhibits and Reports on Form 8-K:

               (a)    Exhibits

                      Ex. 27 -- Financial Data Schedule

               (b)    Reports on Form 8-K                                    14

                                     Page 13
<PAGE>

PART II.

ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K:

               (a)   Exhibits

                     Ex. 27 -- Financial Data Schedule

               (b)   Reports on Form 8-K

                     1.    Form 8-K/A filed September 14, 1998 provided under 
                           Item 7 "Financial Statements and Exhibits" the letter
                           from KPMG Peat Marwick LLP required by Item 
                           304 (a) (3) of Regulation S-K.

                     2.    Form 8-K filed September 4, 1998 reported under Item 
                           5 "Other Events" the issuance of a press release
                           reporting results for the fiscal 1999 second quarter
                           ended August 1, 1998.

                     3.    Form 8-K filed August 31, 1998 reported under Item 5
                           "Other Events" that the Company's Board of Directors
                           approved Amendment No. 1 to the "Rights Agreement"
                           dated July 10, 1998.

                     4.    Form 8-K filed August 24, 1998 reported under Item 4
                           "Changes in Registrant's Certifying Accountant" that
                           the Company's Board of Directors approved the
                           engagement of PricewaterhouseCoopers LLP as the
                           Company's principal independent accountants and the
                           dismissal of KPMG Peat Marwick LLP as the Company's
                           principal independent accountants.

                                     Page 14
<PAGE>

                                    SIGNATURE


         Pursuant to the requirements 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.


                                        ITHACA INDUSTRIES, INC.
                                        -----------------------
                                             (Registrant)


                                        By: /s/ Richard P. Thrush
                                        -------------------------
                                        RICHARD P. THRUSH
                                        Senior Vice President Finance and
                                        Administration
                                        Principal Financial and Chief Accounting
                                        Officer

Dated: December 15, 1998
       -----------------

                                     Page 15
<PAGE>

Exhibit Index
-------------

Exhibit No.     Description of Exhibits
-----------     -----------------------
    27          Financial Data Schedule for the nine month period ended October 
                31, 1998

                                     Page 16