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                                                            Exhibit 10.35


                          AMENDMENT NO. 3
                          TO THE RESTATED
                        ANGELICA CORPORATION
                   STOCK BONUS AND INCENTIVE PLAN

The Restated Angelica Corporation Stock Bonus and Incentive Plan, as
amended by Amendment No. 1 dated March 28, 1996 and Amendment No. 2
dated March 25, 1998 (as amended, the "Plan"), is hereby further amended
effective August 1, 1999 as follows:

     1.   Section 2.1(w) of the Plan is deleted in its entirety and the
following is substituted in lieu thereof:

               "(w)  "Retirement" means termination of employment
          with the Group by a Participant who has either attained the
          age of 62 or, alternatively, attained the age of 55 and
          completed at least ten years of service with the Group.
          Years of service for this purpose shall be determined under
          those terms of the Angelica Corporation Pension Plan, as
          amended, which apply to vesting."

     2.   Section 9.7 of the Plan is deleted in its entirety and the
following is substituted in lieu thereof:

          "9.7    TERMINATION OF EMPLOYMENT DUE TO RETIREMENT.  If a
          Participant's employment with all members of the Group is
          terminated by reason of the Participant's Retirement at the
          age of 62 or older on the date of such Retirement, the
          Matching Shares that remain unvested on the date of such
          Retirement will fully vest and the Periods of Restriction
          applicable to the Participant's Matching Shares and Elected
          Shares shall terminate automatically.  If a Participant's
          employment with all members of the Group is terminated by
          reason of the Participant's Retirement ( as defined in
          Section 2.1(w) of this Plan) prior to the age of 62 on the
          date of such Retirement, the Matching Shares that remain
          unvested shall fully vest but the applicable Periods of
          Restriction on both the Matching Shares and the Elected
          Shares shall continue until the respective expiration dates
          of such Periods of Restriction; provided, however, that if
          the Participant dies after such Retirement but before the
          end of the applicable Periods of Restriction, the Periods of
          Restriction applicable to the deceased Participant's
          Matching Shares and Elected Shares shall terminate
          automatically.  Upon the termination or expiration of the
          applicable Periods of Restriction, the Matching Shares and
          Elected Shares subject thereto shall thereupon be free of
          restrictions and freely transferable by the Participant
          except as otherwise provided pursuant to Section 9.3 of the
          Plan."






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     3.   Section 13 of the Plan is deleted in its entirety and the
following is substituted in lieu thereof:

                            "SECTION 13

                          TAX WITHHOLDING

               The Company shall be entitled to withhold, or require
          the Participant to remit to the Company, any amount of any
          tax attributable to any amounts payable or shares
          deliverable under the Plan after giving the Participant
          notice as far in advance as is practicable of the amount of
          tax required to be withheld.  The Company may defer making
          payment or delivery as to any benefit due under the Plan
          until any such tax withheld or the Participant remits an
          amount equal to the tax required to be withheld.  The
          Participant may, by notice to the Company at the time the
          requirement for such tax withholding is first established,
          elect to have such withholding obligation satisfied by the
          reduction in the number of shares of capital stock of the
          Company that would otherwise be deliverable to the
          Participant under the Plan, with the reduction to be
          calculated based upon the average of the high and low market
          prices of the Company's stock on the New York Stock Exchange
          or such other national securities exchange upon which the
          Company's stock is then listed."

     IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed on this 21st day of October, 1999.
                 ----

                             ANGELICA CORPORATION


                             By /s/ Don W. Hubble
                                -----------------------------------
                                  Don W. Hubble
                                  Chairman, President and CEO

ATTEST:



/s/ Steven L. Frey
-------------------------
Steven L. Frey
Secretary


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