UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20459

                                    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 April 4, 1999  

                                       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 1-6150          

                              ALBA-WALDENSIAN, INC.
             (Exact name of registrant as specified in its Charter)
             Delaware                             56-0359780             
(State or other jurisdiction        (I.R.S.Employer Identification No.)
of incorporation or organization)

                        P.O. Box 100, Valdese, N.C. 28690
               (Address of principal executive offices)(Zip code)

                                 (828) 879-6500
               Registrant's telephone number, including area code

                                      NONE
               Former name, former address and former fiscal year,
                         if changed since last report.

Indicate by check mark whether  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

As of April 27, 1999, the number of common shares outstanding was 2,344,180.


<PAGE>


PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements
<TABLE>
<CAPTION>

                                                    ALBA-WALDENSIAN, INC.
                                                      Consolidated Balance Sheets
                                                               ($000's)

                                                                     (Unaudited)
                                                                        April 4,              December 31,
                                                                            1999                      1998                
                                                                            ----                      ----
<S>                                                                       <C>                       <C>  
CURRENT ASSETS:
Cash                                                                          $6                       $15
Accounts receivable, net of allowance for
 doubtful accounts of $294 and $260, respectively                         11,451                     6,426
Inventories:
  Materials and supplies                                                   3,561                     3,076
  Work-in-process                                                          7,627                     7,048
  Finished goods                                                           2,287                     3,498
                                                                           -----                     -----
Total Inventories                                                         13,475                    13,622
                                                                          ------                    ------

Deferred income taxes                                                        906                       906
Prepaid expenses and other                                                 1,141                       602
                                                                           -----                       ---
Total Current Assets                                                      26,979                    21,571
                                                                          ------                    ------

PROPERTY AND EQUIPMENT                                                    40,053                    37,441
Less: accumulated depreciation                                          (20,157)                  (19,559)
                                                                         -------                   ------
Net Property and Equipment                                                19,896                    17,882
                                                                          ------                    ------

OTHER ASSETS:
Notes receivable                                                              13                        13
Trademarks and patents                                                       411                       427
Excess of cost over net assets acquired, net                               6,739                     6,886
                                                                           -----                     -----
                                                                           7,163                     7,326
                                                                           -----                     -----

TOTAL ASSETS                                                             $54,038                   $46,779
                                                                          ======                    ======
<FN>

See notes to consolidated financial statements.

</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                                         ALBA-WALDENSIAN, INC.
                                                      Consolidated Balance Sheets
                                                     ($000's except share amounts)

                                                                        April 4,              December 31,
                                                                            1998                      1998
                                                                            ----                      ----
                                                                     (Unaudited)
<S>                                                                       <C>                        <C>  
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt                                      $1,144                      $852
Accounts payable                                                          3,367                      2,989
Accrued expenses                                                           2,512                     2,842
                                                                           -----                     -----
Total Current Liabilities                                                  7,023                     6,683

LONG-TERM DEBT (Note 2)                                                   14,434                     8,383
DEFERRED COMPENSATION                                                        205                       200
DEFERRED INCOME TAX LIABILITY                                              1,864                     1,864
                                                                           -----                     -----
Total Liabilities                                                         23,526                    17,130
                                                                          ------                    ------

STOCKHOLDERS' EQUITY:
Common stock  - authorized 3,000,000 shares,
 $2.50 par value; issued: 2,829,834 shares in 1999
 and 1998; outstanding: 2,346,578 and
 2,361,231, respectively                                                   7,075                     7,075
Additional paid-in capital                                                 6,823                     6,823
Retained earnings                                                         19,777                    18,436
                                                                          ------                    ------
                                                                          33,675                    32,334
Less treasury stock - at cost
  (483,353 and 468,603 shares, respectively)                             (3,163)                   (2,685)
                                                                          -----                     -----
Total Stockholders' Equity                                                30,512                    29,649
                                                                          ------                    ------
TOTAL LIABILITIES AND
 STOCKHOLDERS' EQUITY                                                    $54,038                   $46,779
                                                                          ======                    ======
<FN>

See notes to consolidated financial statements.
</FN>
</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                                                         ALBA-WALDENSIAN, INC.
                                                 Consolidated Statements of Operations
                                                              (Unaudited)
                                                   ($000's except per share amounts)

                                                                          Three Month Periods Ended
                                                                                April 4,         March 29,
                                                                                    1999              1998
                                                                                    ----              ----
<S>                                                                              <C>               <C>  

Net sales                                                                        $21,125           $18,296
Cost of sales                                                                     15,018            13,826
                                                                                  ------            ------
Gross margin                                                                       6,107             4,470
Selling, general and
 administrative expense                                                            3,304             3,042
                                                                                   -----             -----
Operating income                                                                   2,803             1,428
                                                                                   -----             -----

Interest expense                                                                     288               216
Other expenses                                                                        23                17
                                                                                      --                --
Total other expenses                                                                 311               233
                                                                                     ---               ---

Income before income taxes                                                         2,492             1,195
Provision for income taxes                                                           947               454
                                                                                     ---               ---

Net income                                                                        $1,545              $741
                                                                                  ======               ===

Net income per common share
         - Basic                                                                   $.66               $.27
         - Diluted                                                                  $.61              $.27

Weighted average number of shares
  of common stock outstanding
         - Basic                                                                   2,355            2,801
         - Diluted                                                                 2,514             2,801

<FN>

See notes to consolidated financial statements.
</FN>
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                                                         ALBA-WALDENSIAN, INC.
                                            Consolidated Statements of Stockholders' Equity
                                                              (Unaudited)
                                                     ($000's except share amounts)

                                                             Additional
                                           Common              Paid-In      Retained          Treasury Stock
                                    Shares         Amount      Capital      Earnings        Shares        Amount             Total
                                    ------         ------      -------      --------        ------        ------             -----
<S>                              <C>               <C>          <C>          <C>           <C>             <C>             <C>

Balance at January 1, 1998       1,886,580         $4,716       $9,182       $13,650       (19,177)        $(137)          $27,411

Net Income                                                                       741                                           741
                                                                                 ---                                           ---
Balance at March 29, 1998        1,886,580         $4,716       $9,182       $14,391       (19,177)        $(137)          $28,152
                                 =========          =====        =====        ======        ======           ===            ======


Balance at January 1, 1999       2,829,834         $7,075       $6,823       $18,436      (468,603)      $(2,685)          $29,649

Purchase of Treasury Stock                                                                 (28,100)         (549)             (549)

Exercise of Stock Options                                                        (27)       13,350            71                44

Dividends Paid                                                                  (177)                                         (177)

Net Income                                                                     1,545                                         1,545
                                                                               -----                                         -----

Balance at April 4, 1999         2,829,834         $7,075       $6,823       $19,777      (483,353)       $(3,163)          $30,512
                                 =========          =====        =====        ======       =======          =====            ======
<FN>

See notes to consolidated financial statements.
</FN>
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                                                         ALBA-WALDENSIAN, INC.
                                                 Consolidated Statements of Cash Flows
                                                              (Unaudited)
                                                               ($000's)

                                                                            Three Month Periods Ended
                                                               April 4,                          March 29,
                                                                   1999                               1998
                                                                   ----                               ----
<S>                                                             <C>                                  <C> 
OPERATING ACTIVITIES:
 Net income                                                     $ 1,545                              $ 741
  Adjustments to reconcile net income (loss)
   to net cash provided by operating activities:
    Depreciation and amortization                                   763                                585
    Provision for bad debts                                          30                                 45
    Loss on disposal of property                                      0                                  2
    Provision for inventory obsolescence                            527                                150
  Changes in operating assets and liabilities providing (using) cash:
     Accounts receivable                                        (5,055)                            (2,856)
     Inventories                                                  (381)                                905
     Prepaid expenses and other                                   (538)                               (14)
    Accounts payable                                                377                              (124)
    Accrued expenses and other liabilities                        (845)                                467
    Income taxes payable                                            514                                454
    Deferred compensation                                             5                                 --
                                                                      -                                 --
Net cash (used in) provided by operating activities             (3,058)                                355
                                                                 -----                                 ---

INVESTING ACTIVITIES:
 Capital expenditures                                           (1,145)                            (1,040)
 Proceeds from notes receivable                                      --                                  1
                                                                     --                                  -
Net cash used in investing activities                           (1,145)                            (1,039)
                                                                 -----                              ------

FINANCING ACTIVITIES:
 Net borrowings under line
  of credit agreement                                             5,188                                 --
 Principal payments on long-term debt                             (312)                              (588)
 Payment of dividends                                             (177)                                 --
 Cash proceeds for issuance of stock options                         44                                 --
 Repurchase of capital stock                                      (549)                                 --
                                                                  -----                              -----
Net cash provided by (used in) financing activities               4,194                              (588)
                                                                  -----                              -----

NET DECREASE IN CASH                                                (9)                            (1,272)
CASH AT BEGINNING OF PERIOD                                          15                              2,416
                                                                     --                              -----
CASH AT END OF PERIOD                                               $ 6                            $ 1,144
                                                                      =                              =====
</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                                                         ALBA-WALDENSIAN, INC.
                                                 Consolidated Statements of Cash Flows
                                                              (Unaudited)
                                                               ($000's)

                                                                        Three Month Periods Ended
                                                                        April 4,                 March 29,
                                                                            1999                      1998
                                                                            ----                      ----
<S>                                                                         <C>                       <C>  

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

  Cash paid during the period for:
    Interest                                                                $224                      $216
    Income taxes                                                            $433                       $--


During the first  quarter of 1999,  the Company  acquired  production  equipment
totaling $1,468,000 through the issuance of capital leases.
<FN>

See notes to consolidated financial statements.
</FN>
</TABLE>


<PAGE>


                              ALBA-WALDENSIAN, INC.
                    Notes to Consolidated Financial Statement
                                   (Unaudited)


1. UNAUDITED FINANCIAL INFORMATION

         In the opinion of the Company, the accompanying  unaudited consolidated
financial  statements  contain all  adjustments  necessary to present fairly the
financial  position as of April 4, 1999,  and the results of operations  for the
three-month  periods  ended April 4, 1999 and March 29,  1998.  These  unaudited
financial  statements  should be read in  conjunction  with the  Company's  most
recent audited financial statements.

         The results of operations for the interim  periods are not  necessarily
indicative of the results to be expected for the full year.

     All per share and  weighted  average  share  information  for 1998 has been
restated to reflect the 3 for 2 stock split effected on November 16, 1998.


2.   FINANCING

     On  May  14,  1998,  the  Company  entered  into a  three-year  $21,000,000
financing  facility with a major bank composed of up to a $15,000,000  revolving
loan,  based upon levels of accounts  receivable and  inventories,  a $3,000,000
term loan and a $3,000,000 credit line to fund future capital expenditures.  The
new facility bears interest at Prime plus 0.5% (or at the option of the Company,
portions  of the  facility  may be priced at LIBOR plus 2.25%) and is secured by
substantially all of the assets of the Company.

         The loan agreement requires that the Company maintain certain levels of
tangible  net worth and fixed  charge  coverage  ratios as well as limiting  the
level of  capital  expenditures  ($3  million  in 1999)  and  prohibiting  other
financing  (in excess of $1.5 million per year).  At April 4, 1999,  the Company
was in compliance with the convenants contained in the loan agreement.

         During the first  quarter of 1999,  the Company  secured  $1,468,000 of
capital lease financing  covering the acquisition of machinery  during the first
quarter of 1999. This facility is secured by only the acquired machinery,  bears
interest at 7.56% and provides for level  monthly  payments  over its  five-year
term.





3.       DIVIDENDS

     The  Company  declared  a  semi-annual  cash  dividend  of $.075  per share
($172,000) on its common stock payable on February 22, 1999 to  shareholders  of
record on February 12, 1999. Under the Company's loan agreement with a bank (see
Note 2),  dividends and  repurchases of Company stock may not exceed  $4,000,000
during  the  three-year  term of the loan.  As of April 4, 1999,  dividends  and
repurchases of Company stock have totaled $3,623,000.


4.   EARNINGS PER SHARE
<TABLE>
<CAPTION>

                     Three Month Period Ended March 29, 1998
                                                                 Income           Shares         Per-Share
                                                            (Numerator)    (Denominator)            Amount
(000's, except per share amounts)
<S>                                                                <C>             <C>                <C> 

Basic EPS
  Net Income                                                       $741            2,801              $.27

Effect of Dilutive Securities
  Stock Options                                                      --               --                --

Diluted EPS
  Net Income                                                       $741            2,801              $.27
</TABLE>
<TABLE>
<CAPTION>


                     Three Month Period Ended April 4, 1999
                                                                 Income           Shares         Per-Share
                                                            (Numerator)    (Denominator)            Amount
(000's, except per share amounts)
<S>                                                              <C>               <C>               <C>
Basic EPS
  Net Income                                                     $1,545            2,355              $.66

Effect of Dilutive Securities
  Stock Options                                                      --              159                --

Diluted EPS
  Net Income                                                     $1,545            2,514              $.61
</TABLE>




5        SEGMENT INFORMATION

         The following table contains  selected  information with respect to the
Company's business segments:
<TABLE>
<CAPTION>

                                                                       Three Month Periods Ended
                                                                                April 4,         March 29,
                                                                                    1999              1998
($000's)
<S>                                                                              <C>                <C> 
Consumer Products
Net sales                                                                        $12,061            $9,873
Segment profit                                                                     2,482             1,047
  % Net sales                                                                      20.6%             10.6%
Segment assets                                                                    31,880               N/A

Health Products
Net sales                                                                         $9,064            $8,423
Segment profit                                                                     1,612             1,495
  % Net sales                                                                      17.8%             17.7%
Segment assets                                                                    11,840               N/A


Segment profit -
  Consumer Products                                                               $2,482            $1,047
  Health Products                                                                  1,612             1,495
                                                                                   -----             -----
    Total segment profit                                                           4,094             2,542
General and administrative expenses                                                1,291             1,114
Other expense, net                                                                   311               233
                                                                                     ---               ---
Income before income taxes                                                        $2,492            $1,195
<FN>

N/A = Information Not Available
</FN>
</TABLE>


<PAGE>



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

                         Liquidity and Capital Resources

         In May 1998, we secured a new three-year $21,000,000 financing facility
with a major bank (see Note 2 of Notes to  Consolidated  Financial  Statements).
The new  financing  facility  provides a  revolving  loan of up to  $15,000,000,
depending  upon levels of accounts  receivable and  inventories,  a term loan of
$3,000,000 and a future capital expenditure line of $3,000,000. In addition, the
facility  permits  the  Company to secure  other  outside  financing  of capital
expenditures of up to $4,500,000  over the three-year  term of the facility.  In
March 1999,  the Company  secured a $1,468,000  financing  lease facility with a
major  financial  institution  covering the  acquisition of qualified  machinery
during the first quarter of 1999.

         Working  capital  continues  to be adequate  to support  the  Company's
operations.  On April 4,  1999,  the  Company  had  current  working  capital of
$19,956,000 with a current ratio of 3.84 to 1. This is comparable to $14,888,000
or 3.23 to 1 at December 31, 1998.  Working capital increased during the quarter
primarily due to a $5,025,000  increase in accounts receivable from an unusually
low level of $6,421,000 at December 31, 1998 to  $11,446,000  while for the same
periods the number of outstanding days sales outstanding  decreased from 46.2 to
43.9. Under the terms of our new financing  facility,  all of our excess cash is
used daily to reduce the outstanding  balance on our revolving credit line. This
results in increasing the amount available to borrow under the revolver while at
the same time  providing  for the maximum  short-term  investment  return on the
Company's  available cash balances.  However,  this results in our not reporting
normal  levels of cash (current  asset) which have been utilized to  temporarily
reduce our revolving credit line (long-term liability). Our cash balances at the
end of 1998  totaled  $15,000,  as  compared  to  $6,000 at the end of the first
quarter of 1999. Availability under our revolving credit line totaled $6,631,000
at April 4, 1999.

         Liquidity  needs are  primarily  affected  by and  related  to  capital
expenditures  and changes in the  Company's  business  volume.  During the first
quarter of 1999,  these  needs were  adequately  met through the new $21 million
financing facility and $1,468,000 of other lease financing. Capital expenditures
for the first quarter of 1999 totaled $2,613,000, reflecting continued expansion
of our seamless knitting capacity to meet the increasing demand for our seamless
products.  This level of capital  expenditures  compares to  $1,040,000  for the
first quarter of 1998.

         We intend to  continue to  aggressively  expand our  seamless  knitting
capacity in 1999 in  response  to  increasing  demand for our  seamless  women's
apparel.  In  addition  to the 66%  capacity  increase  in 1998,  we have enough
knitting  machines  on order with  scheduled  delivery  dates in 1999 to further
increase  seamless  knitting  capacity  by another 85% from its  beginning  1999
levels. Capital expenditures in 1999 may approximate $16,000,000.  This level of
investment in the future of our Company may require that  additional  sources of
funding be obtained beyond that provided in our current financing facility.  The
Company  believes that it will be successful in securing the necessary  funds to
allow us to capitalize on the expanding demand for seamless apparel.

     Cash utilized in operating  activities  was $3,058,000 in the first quarter
of 1999 as compared to $355,000 of cash generated in the  comparable  quarter of
1998. This decrease in cash provided in 1999 was primarily due to a net increase
of $5,025,000 in accounts  receivable  from an unusually low level of $6,421,000
at December 31, 1998 to $11,446,000 at April 4, 1999.

         Net cash used in investing  activities during the first quarter of 1999
was  $1,145,000  compared to $1,039,000 in 1998.  The cash used in each of these
two quarters was primarily for capital expenditures to expand capacities, and to
replace and update plant and  equipment.  In addition to the  $1,145,000 of cash
expenditures to acquire  productive  equipment during the first quarter of 1999,
the  Company  also  acquired  $1,468,000  of  equipment  through  capital  lease
financing.  Financing activities in 1999 included $5,188,000 of funding from the
Company's  revolving line of credit,  the repurchase of 28,100 shares ($549,000)
of the Company's  common stock and the payment of $177,000 (7.5 cents per share)
in cash dividends.

         The Company  declared a  semi-annual  cash  dividend of $.075 per share
($177,000) on its common stock payable on February 22, 1999, to  shareholders of
record on February 12, 1999.  Under the Company's  loan  agreement  with a bank,
dividends and repurchases of Company stock may not exceed  $4,000,000 during the
three-year term of the loan. At April 4, 1999,  dividends and stock  repurchases
totaled $3,623,000 from the inception of the loan.



<PAGE>


                                                         Results of Operations

Items as a percentage of sales are reflected in the following table:
<TABLE>
<CAPTION>

                                                                                Three Month Periods Ended 
                                                                                April 4,         March 29,
                                                                                    1999              1998
                                                                                    ----              ----
(%)
<S>                                                                                <C>               <C>  
Net sales                                                                          100.0             100.0
Cost of sales                                                                       71.1              75.6
                                                                                    ----              ----
Gross margin                                                                        28.9              24.4
Selling, general and
 administrative expenses                                                            15.6              16.6
                                                                                    ----              ----
Operating income                                                                    13.3               7.8
Other expense, net                                                                   1.5               1.3
                                                                                     ---               ---
Income before income taxes                                                          11.8               6.5
Provision for income taxes                                                           4.5               2.4
                                                                                     ---               ---
Net income                                                                           7.3               4.1
</TABLE>


Three Month Periods Ended April 4, 1999 and March 29, 1998

         During the first quarter of 1999, the Company  reached record levels of
revenues and earnings.  First quarter earnings of $1,545,000 increased 108.5% as
compared to $741,000 in the first quarter of 1998.  The  quarterly  earnings per
share of 66 cents (61 cents  fully  diluted)  represented  an  increase  of 126%
(diluted) and was a record first quarter for the Company as compared to 27 cents
(basic and  diluted)  per share in the first  quarter of 1998.  Revenues for the
1999-quarter  increased 15.5% reaching a record level of $21,125,000 as compared
to $18,296,000 for the prior year.

         Net sales by  division  for the first  quarter of 1999  compared to the
first quarter of 1998 are set forth in the following table ($000's):
<TABLE>
<CAPTION>

                                          Three Month     Periods Ended
                                             April 4,         March 29,        Increase/       % Increase/
                                                 1999              1998       (Decrease)        (Decrease)
                                                 ----              ----       ----------        ----------
<S>                                           <C>                <C>              <C>                <C>
Consumer Products                             $12,061            $9,873           $2,188             22.2%
Health Products                                 9,064             8,423              641              7.6%
                                                -----             -----              ---
         Total                                $21,125           $18,296           $2,829             15.5%
</TABLE>


         Sales of  Consumer  Products  increased  $2,188,000  during  the  first
quarter,  or 22.2% over the comparable  quarter of 1998.  This increase  results
primarily from continuing  acceptance of the Company's  seamless women's apparel
as consumers continued to respond positively to the unsurpassed fit, comfort and
style of seamless intimates and combination innerwear/outerwear products.

         Sales of Health Products  increased $641,000 or 7.65% lead by increases
in treads and stockinettes.

         Gross  margins  increased in 1999 to 28.9% of net sales (24.4% in 1998)
as the result of  increased  volume,  higher  margins on new styles of  seamless
women's  apparel  developed  after the first  quarter of 1998 and  tighter  cost
controls.

         Selling,  general and administrative expenses increased 8.6% during the
first  quarter of 1999,  reflective  of the higher  volumes  but  declined  as a
percentage of net sales from 16.6% in 1998 to 15.6% in 1999.

         Interest expense  increased as a result of higher  borrowings under the
revolving  line of  credit  agreement  to fund  increased  capital  expenditures
necessary to continue our  aggressive  expansion of productive  capacity to keep
pace with the increasing demand for our products.


YEAR 2000 COMPLIANCE

         We have addressed the Year 2000 compliance  issues in three parts;  our
products, our internal systems and third-parties.

         Our  Products  - Year  2000  compliance  is not an issue for any of our
products.  None of our products,  women's  hosiery,  women's intimate apparel or
health products contains date-sensitive-electronic  components or date-sensitive
software.

         Our Internal  Systems - We are confident  that all major systems within
Alba will be Year 2000 compliant before the turn of the century. For operational
reasons,  in late 1996 we decided to install a new integrated  manufacturing and
financial  reporting  management  information  system.  This new system involved
acquiring new system hardware, new PC-based local and wide-area networks and the
standardization  of PC software.  All of these hardware and software systems are
Year 2000  compliant.  The new  system  hardware,  the new  PC-based  local area
network and the new  financial  reporting  system are now  operational.  The new
manufacturing  system and the wide-area  network  should be  operational  in the
second or third quarters of 1999. Additionally,  we have substantially completed
our review of all other date-sensitive  systems throughout Alba with no material
non-compliance  problems  noted.  This  review  also  included   non-information
technology  systems  and  equipment  such as the  electronic  components  of our
knitting and other manufacturing equipment.

         Third Parties - Like most all other  companies,  we are dependent  upon
our material  vendors,  suppliers and customers to ensure that we remain a going
concern.  We are unable to control the  actions of others with  respect to their
Year 2000 compliance.  However,  our material  suppliers,  service providers and
customers are mostly all very large  companies  within their own  industries and
have much at stake in ensuring their own compliance.  We are  questioning  these
third parties as to their  compliance plans and to date have not been advised of
any major non-compliance  problems.  We expect to have this process completed by
mid-1999 and will then develop  contingency plans in indicated problem areas, as
feasible. The risks to Alba in this area are obviously significant; for example,
we  could  not  operate  without  a  continuous  source  of  electricity  to our
manufacturing  plants  and  there  are  no  realistic  contingency  alternatives
available.  Similarly,  there is very little that we can do to continue sales to
customers  who  themselves  are  unable to operate  due to their own  failure to
ensure Year 2000 compliance.

         We have not incurred and do not anticipate  that we will incur material
costs associated with the Year 2000 compliance  issue. Our operational  decision
in 1996 to replace our  manufacturing  and financial  reporting  systems had the
side benefit of eliminating most Year 2000 compliance issues for us.


THIS  QUARTERLY  REPORT ON FORM 1O-Q,  INCLUDING ANY  INFORMATION  INCORPORTATED
THEREIN BY  REFERENCE,  MAY  CONTAIN,  IN  ADDITION TO  HISTORICAL  INFORMATION,
CERTAIN   FORWARD-LOOKING   STATEMENTS  THAT  INVOLVE   SIGNIFICANT   RISKS  AND
UNCERTAINTIES.  SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON MANAGEMENT'S BELIEF
AS  WELL AS  ASSUMPTIONS  MADE  BY,  AND  INFORMATION  CURRENTLY  AVAILABLE  TO,
MANAGEMENT  PURSUANT TO THE SAFE  HARBOR  PROVISIONS  OF THE PRIVATE  SECURITIES
LITIGATION  REFORM ACT OF 1995.  FORWARD-LOOKING  STATEMENTS  CAN  GENERALLY  BE
IDENTIFIED  AS SUCH  BECAUSE THE CONTEXT OF THE  STATEMENT  USUALLY WILL INCLUDE
WORDS SUCH AS "THE COMPANY BELIEVES";  OR "ANTICIPATES",  OR "EXPECTS"; OR WORDS
OF SIMILAR  IMPORT.  SIMILARLY,  STATEMENTS  THAT DESCRIBE THE COMPANY'S  FUTURE
PLANS, OBJECTIVES,  ESTIMATES OR GOALS ARE ALSO FORWARD-LOOKING STATEMENTS. SUCH
STATEMENTS ADDRESS FUTURE EVENTS AND CONDITIONS CONCERNING CAPITAL EXPENDITURES,
EARNINGS, SALES, LIQUIDITY AND CAPITAL RESOURCES, AND ACCOUNTING MATTERS.

THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE EXPRESSED IN, OR
IMPLIED BY, THE FORWARD-LOOKING  STATEMENTS CONTAINED HEREIN. FACTORS THAT COULD
CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES  INCLUDE,  BUT ARE NOT LIMITED TO, THOSE
DISCUSSED IN ITEM 1  DESCRIPTION  OF BUSINESS;  AND  ELSEWHERE IN THE  COMPANY'S
ANNUAL  REPORT  ON FORM  1O-K  FOR THE  YEAR  ENDED  DECEMBER  31,  1998,  OR IN
INFORMATION  INCORPORATED THERIN BY REFERENCE, AS WELL AS FACTORS SUCH AS FUTURE
ECONOMIC CONDITIONS,  ACCEPTANCE BY CUSTOMERS OF THE COMPANY'S PRODUCTS, CHANGES
IN CUSTOMER  DEMAND,  LEGISLATIVE,  REGULATORY AND  COMPETITIVE  DEVELOPMENTS IN
MARKETS  IN  WHICH  THE  COMPANY  OPERATES  AND  OTHER  CIRCUMSTANCES  AFFECTING
ANTICIPATED  REVENUES AND COSTS. THE COMPANY UNDERTAKES NO OBLIGATION TO RELEASE
PUBLICLY THE RESULT OF ANY REVISIONS TO THESE FORWARD  LOOKING  STATEMENTS  THAT
MAY BE MADE TO REFLECT EVENTS OR CIRCUMSTANCES  AFTER THE DATE OF THIS REPORT OR
TO REFLECT THE OCCURRENCE OF OTHER ANTICIPATED EVENTS.


<PAGE>


PART II.  OTHER INFORMATION

Item 6.   Exhibits and Reports on FORM 8-K

 a.   Exhibits
         27.   Financial Data Schedule (filed in electronic format only)

 b.   Form 8-K
                 None


SIGNATURES
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 there unto duly authorized.

                              ALBA-WALDENSIAN, INC.


Date: May7, 1999                     /s/ Glenn J. Kennedy
                                     --------------------
                                     Vice President and Treasurer
                                     (Chief Financial Officer and
                                      Principal Accounting Officer)