SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

(Mark One)
  [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
      ACT OF 1934 FOR THE FISCAL YEAR ENDING JANUARY 2, 1999

                                       OR

  [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

          Commission file numbers 333-42411 and 333-42411-01__________

                               Glenoit Corporation
             (Exact name of registrant as specified in its charter)

            Delaware                                    13-3862561
 (State or other jurisdiction                       (I.R.S. Employer
 incorporation or organization)                  Identification Number)

                            Glenoit Asset Corporation
             (Exact name of registrant as specified in its charter)

            Delaware                                    51-0343206
 (State or other jurisdiction                       (I.R.S. Employer
 incorporation or organization)                  Identification Number)

                              111 West 40th Street
                            New York, New York 10018
                            Telephone: (212) 391-3915
          (Address, including zip code, and telephone number, including
             area code, of Registrant's principal executive offices)

        Securities registered pursuant to Section 12(b) of the Act: NONE

        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 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 Regular 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. [ ]

None of the voting securities of Glenoit Corporation or Glenoit Asset
Corporation is held by non-affiliates.

As of January 2, 1999, there were 1,000 shares of Glenoit Corporation common
stock outstanding.

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE

<PAGE>

                               GLENOIT CORPORATION

                         Amendment No. 1 on Form 10-K/A
                                     to the
                           Annual Report on Form 10-K
                    for the fiscal year ended January 2, 1999


This Amendment No. 1 on Form 10-K/A (this "Amendment") is being filed by Glenoit
Corporation and Glenoit Asset Corporation (together the "Company") to amend Item
12 of the Company's Annual Report on Form 10-K for the year ended January 2,
1999 filed on April 1, 1999. This Amendment is to correctly reflect the
ownership of shares held by Soannes Investments Corp. and, pursuant to Rule
12b-15 of the SEC Rules, the complete text of Item 12, as amended, is set forth
herein.

<PAGE>

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Holdings owns 100% of the Company's common stock. The following table sets
forth, as of January 2, 1999, certain information with respect to each class of
Holdings Common Stock (as defined) beneficially owned by each director of the
Company, all officers and directors of the Company as a group, and each person
known to the Company to own beneficially more than 5% of Holdings Common Stock
of any such class. Unless otherwise noted, the individuals have sole voting and
investment power. As described under "Description of Capital Stock and
Indebtedness of Holdings," certain classes of Holdings Common Stock are
convertible into other classes of Holdings Common Stock. Except as noted in the
footnotes to the table, the information in the table assumes no such conversion.

<TABLE>
<CAPTION>
                                              Class A              Class B            Class C         Class D           Class E
                                              -------              -------            -------         -------           -------
          Name and Address               Shares       %        Shares     %       Shares     %     Shares   %       Shares     %
          -----------------              ------       --       ------     --      ------     --    ------   --      -------    --
<S>                                       <C>       <C>        <C>       <C>      <C>          <C>   <C>   <C>     <C>     <C>
Citicorp Venture Capital, Ltd.......      5,607      43.2%      16,901    78.5%       --     --      --     --         --       --
  399 Park Avenue
  New York, New York 10043
Soannes Investments Corp............      1,826      14.1           --                 *     --      --     --         --       --
  c/o Gratch Jacobs & Brozman
  950 Third Avenue
  New York, New York 10022
Isaac Schapira(a)...................         --        --           --             3,579    100%     --     --         --       --
  c/o Gratch Jacobs & Brozman
  950 Third Avenue
  New York, New York 10022
Thomas J. O'Gorman..................      3,112      24.0           --      --        --     --      --     --         --       --
  111 West 40th Street
  New York, New York 10018
The Equitable Life Assurance
Society of the                            2,412(b)   15.7           --      --        --     --      --     --      2,412(b)   100%
  United States.....................
  c/o Alliance Corporate Finance
  Group Incorporated
  1345 Avenue of the Americas
  New York, New York 10105
Banque Nationale de Paris...........      1,715(c)   11.7        1,715(c)  7.3        --     --      --     --         --       --
  499 Park Avenue
  New York, New York 10022-1245
CCT Partners II, L.P.(d)............        997       7.7        3,005    13.8        --     --      --     --         --       --
  399 Park Avenue
  New York, New York 10043
Saleem Muqaddam(e)..................         55         *          167       *        --     --      --     --         --       --
  c/o Citicorp Venture Capital, Ltd.
  399 Park Avenue
  New York, New York 10043
Joseph Silvestri(e).................          1         *            3       *        --     --      --     --         --       --
  c/o Citicorp Venture Capital, Ltd.
  399 Park Avenue
  New York, New York 10043
John Mowbray O'Mara.................         42        --          125      --        --     --      20    100         --       --
  623 Lake Avenue
  Greenwich, Connecticut 06830
All officers and directors as a
group(e)                                  4,067      31.3          295     1.4     3,579    100      20    100         --       --
  (7 persons).......................
</TABLE>

  *  Represents less than 1%
(a)  Includes shares held by Stirling Investment Holdings, Inc., a British
     Virgin Islands corporation (the "Seller"). Under Rule 13d-3 under the
     Exchange Act, Mr. Schapira is deemed to beneficially own shares held by the
     Seller.
(b)  Includes a warrant to purchase 2,412 shares of Class A or Class E Stock
     with an exercise price of $0.01 per share and an expiration date of
     December 14, 2003.
(c)  Includes a warrant to purchase 1,715 shares of Class A or Class B Stock
     with an exercise price of $0.01 per share and an expiration date of
     December 14, 2003.
(d)  CCT Partners II, L.P. is a Delaware limited partnership, the limited
     partners of which are employees of CVC.
(e)  Does not include shares held by CVC or CCT Partners II, L.P. that may be
     deemed to be beneficially owned by Messrs. Muqaddam and Silvestri. Messrs.
     Muqaddam and Silvestri disclaim beneficial ownership of shares held by CVC
     and CCT Partners II, L.P. Includes shares owned by Mr. Sears, Mr. Levine
     and Mr. Kennedy not reflected above.

     Certain stockholders of the Company have entered into the Stockholders
Agreement, which contains certain agreements relating to the composition of the
board of directors of Holdings and its subsidiaries. See "Certain Relationships
and Related Transactions--Stockholders Agreement."


<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.

Dated:  May 25, 1999

                               GLENOIT CORPORATION


                               By /S/ LESTER D. SEARS
                                  -----------------------------------
                                  Lester D. Sears
                                  Executive Vice President and
                                  Chief Financial Officer
                                  (On behalf of the Registrant and as
                                  Principal Financial
                                  And Accounting Officer)


     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.

Dated:  May 25, 1999

                               GLENOIT CORPORATION


                               By /S/ LESTER D. SEARS
                                  -----------------------------------
                                  Lester D. Sears
                                  Executive Vice President and
                                  Chief Financial Officer
                                  (On behalf of the Registrant and as
                                  Principal Financial
                                  And Accounting Officer)