FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934


For the quarterly period ended September 30, 2000
Commission file number 1-11438

                                WORLDTEX, INC.
            (Exact name of registrant as specified in its charter)


              Delaware                                           56-1789271
   (State or other jurisdiction of                            (I.R.S.Employer
   incorporation or organization)                            Identification No.)

915 Tate Boulevard, S.E., Suite 106, Hickory, North Carolina        28602
          (Address of principal executive offices)                (Zip Code)

                                 (828) 322-2242
              (Registrant's telephone number, including area code)


      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 the number of shares  outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:

         Date                          Class                  Shares Outstanding
-----------------------        ----------------------        -------------------
  November 14, 2000                Common Stock                   14,271,171


<PAGE>

                                 WORLDTEX, INC.

                                      INDEX


                                                                     PAGE NUMBER

PART I - Financial Information

      Consolidated  Statements of Operations  (Unaudited)  for the
      Three and Nine Months Ended September 30, 2000 and 1999            1

      Consolidated   Statements  of  Comprehensive  Income  (Loss)
      (Unaudited)  for the Three and Nine Months  Ended  September       1
      30, 2000 and 1999

      Consolidated   Balance   Sheets  at   September   30,   2000
      (Unaudited) and December 31, 1999                                  2

      Consolidated Statements of Cash Flows (Unaudited) for the
      Nine Months Ended September 30, 2000 and 1999                      3

      Notes  to  Consolidated   Condensed   Financial   Statements       4-12
      (Unaudited)

      Management's  Discussion and Analysis of Financial Condition
      and Results of Operations                                          13-18

PART II - Other Information                                              19

<PAGE>

                                 WORLDTEX, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     (In thousands except per share amounts)
                                    UNAUDITED
<TABLE>
<CAPTION>
                                    Three Months Ended      Nine Months Ended
                                       September 30,           September 30,
                                      2000        1999        2000       1999
                                      ----        ----        ----       ----
<S>                                 <C>          <C>        <C>         <C>
Net sales                           $56,339      69,721     197,882     221,345
Costs of goods sold                  48,507      59,254     167,860     183,217
                                    -------     -------    --------    --------

   Gross profit                       7,832      10,467      30,022      38,128
Selling & administrative expense      6,327       5,898      19,636      18,588
Goodwill amortization                   761         719       2,301       2,247
                                    -------     -------     -------     -------

   Operating profit                     744       3,850       8,085      17,293
Interest expense                      5,351       5,007      15,808      14,965
Other income (expense) - net           (146)       (402)       (238)       (387)
                                    --------    --------    --------    --------
   Income (loss) before  income
     taxes                           (4,753)     (1,559)     (7,961)       1,941
Income tax provision (benefit)          204        (847)        899          578
                                     -------    --------    --------    --------
   Income (loss) before
     extraordinary item              (4,957)       (712)     (8,860)       1,363
Extraordinary item, net                (564)          -        (564)           -
                                    --------     -------    --------     -------

       Net income (loss)            $(5,521)       (712)     (9,424)       1,363
                                    ========    ========    ========     =======

Basic and diluted net income
 (loss) per share:
   Income (loss) before             $  (.35)       (.05)       (.62)         .10
extraordinary item
   Extraordinary item, net             (.04)          -        (.04)           -
                                    --------     -------    --------     -------
         Net income (loss)          $  (.39)       (.05)       (.66)         .10
                                    ========     =======    ========     =======

Weighted average shares outstanding:
   Basic                             14,271      14,271      14,271       14,271
                                    =======     =======     =======      =======
   Diluted                           14,271      14,271      14,271       14,271
                                    =======     =======     =======      =======
</TABLE>

                                 WORLDTEX, INC.
             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
                                 (In thousands)
                                    UNAUDITED

<TABLE>
<CAPTION>
                                   Three Months Ended        Nine Months Ended
                                      September 30,             September 30,
                                    2000        1999         2000         1999
                                    ----        ----         ----         ----
<S>                               <C>            <C>         <C>          <C>
Net income (loss)                 $(5,521)       (712)       (9,424)      1,363

Other comprehensive income (loss):

   Foreign translation adjustment  (4,307)      1,748        (7,283)     (8,058)
                                  --------    -------       --------    --------

      Comprehensive income (loss) $(9,828)      1,036       (16,707)     (6,695)
                                  ========    =======       ========    ========

      See accompanying notes to consolidated condensed financial statements
</TABLE>

<PAGE>

                                 WORLDTEX, INC.
                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                      September 30,   December 31,
                         ASSETS                           2000           1999
                                                          ----           ----
                                                      (Unaudited)
<S>                                                   <C>             <C>
Current assets:
    Cash and cash equivalents                           $ 7,946          5,686
    Accounts and notes receivable, less allowance
      for doubtful accounts of $6,844 in 2000 and
      $6,568 in 1999                                     35,886         39,877
    Inventories                                          52,227         61,817
    Prepaid expenses and other current assets             5,507          5,791
                                                       --------       --------
      Total current assets                              101,566        113,171

Property, plant and equipment - net                     101,449        110,025
Other assets                                              8,424          8,625
Cost in excess of net assets of acquired businesses,
    net of accumulated amortization of $13,403
    in 2000 and $11,546 in 1999                          78,916         82,615
                                                       --------       --------
                                                       $290,355        314,436
                                                       ========       ========
          LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Short-term borrowings                               $  3,543          6,423
   Current installments of long-term debt                 1,331         25,092
   Accounts payable-trade and other liabilities          37,317         33,780
   Income taxes payable                                   1,154            481
                                                       --------       --------
      Total current liabilities                          43,345         65,776

Long-term debt                                          198,840        182,539
Other long-term liabilities                               3,013          3,073
Deferred income taxes                                     9,372         10,556
                                                       --------       --------
      Total liabilities                                 254,570        261,944
                                                       --------       --------
Commitments and contingencies

Stockholders' equity:
   Preferred stock                                            -              -
   Common stock (shares issued of 14,701
     in 2000 and 1999)                                      147            147

   Paid-in capital                                       30,084         30,084
   Retained earnings                                     36,600         46,024
   Accumulated other comprehensive loss                 (28,697)       (21,414)
   Treasury stock, at cost (430 shares in
     2000 and 1999)                                      (2,349)        (2,349)
                                                       --------       --------
      Total stockholders' equity                         35,785         52,492
                                                       --------       --------
                                                       $290,355       $314,436
                                                       ========       ========
</TABLE>

      See accompanying notes to consolidated condensed financial statements


<PAGE>

                                 WORLDTEX, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                    UNAUDITED

<TABLE>
<CAPTION>
                                                          Nine Months Ended
                                                             September 30,
                                                          2000        1999
                                                          ----        ----
<S>                                                     <C>           <C>
 Cash flows from operating activities:
   Net income (loss)                                    $(9,424)      1,363
   Adjustments to reconcile net income (loss)
   to net cash provided by operating activities:
    Depreciation                                         10,162       9,364
    Amortization                                          2,301       2,247
    Provision for losses on accounts receivable             449         480
    Deferred income taxes                                   (34)     (2,305)
    Change in assets and liabilities:
     Accounts and notes receivable                        1,867     (10,278)
     Inventories                                          7,730      (3,534)
     Prepaid expenses and other current assets              203         271
     Accounts payable - trade and other liabilities       4,275      11,453
     Income taxes payable                                   786         532
                                                        -------     -------
     Net cash provided by operating activities           18,315       9,593
                                                        -------     -------
 Cash flows from investing activities:
    Capital expenditures                                 (5,578)    (13,280)
    Other investing activities                               99       1,704
                                                        -------     -------
     Net cash used in investing activities               (5,479)    (11,576)
                                                        -------     -------
 Cash flows from financing activities:
    Borrowings under line of credit arrangements              -         866
    Payments under line of credit arrangements           (2,880)          -
    Borrowings under revolving credit facility          134,265      71,600
    Payments under revolving credit facility           (148,821)    (68,390)
    Borrowings under long-term loans                      7,500           -
    Payments under long-term loans                            -      (1,520)
    Other financing activities                             (185)      3,121
                                                        -------     -------
     Net cash provided by (used in) financing           (10,121)      5,677
     activities                                         -------     -------

 Effects of exchange rate changes on cash                  (455)       (721)
                                                        -------     -------
     Net increase in cash and cash equivalents            2,260       2,973
 Cash and cash equivalents at beginning of period         5,686       6,715
                                                        -------     -------
 Cash and cash equivalents at end of period             $ 7,946       9,688
                                                        =======     =======
 Supplemental disclosure of cash flow information:
  Cash paid during the period for:
     Interest                                           $11,332      10,862
                                                        =======     =======
     Income taxes                                       $   146       2,351
                                                        =======     =======
</TABLE>

      See accompanying notes to consolidated condensed financial statements


<PAGE>
                                 WORLDTEX, INC.
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                    UNAUDITED
                             (Dollars in thousands)


Note 1 - Basis of Presentation

      In the opinion of the Company,  the  accompanying  unaudited  consolidated
financial  statements  contain all  adjustments  necessary to present fairly the
financial  position and results of operations for the interim  periods  reported
herein.  These consolidated  financial  statements should be read in conjunction
with the consolidated financial statements and the notes thereto included in the
Company's  annual  report  for the fiscal  year ended  December  31,  1999.  The
December 31, 1999 amounts included in the financial  statements are derived from
December 31, 1999 audited financial statements and notes thereto.  Certain prior
period  amounts  have  been  reclassified  to  conform  to  the  current  period
presentation.  The  reclassifications  did not impact  net income as  previously
reported.

Note 2 - Summary of Significant Accounting Policies

      Inventories  are stated at the lower of cost  (determined  on a  first-in,
first-out basis) or market. The major classes of inventory are as follows:

                                                September 30,   December 31,
                                                    2000            1999
                                                    ----            ----
    Raw materials                                $ 16,610          17,836
    Work-in-process                                 5,936          14,035
    Finished goods                                 29,681          29,946
                                                 --------         -------
      Total inventories                          $ 52,227          61,817
                                                 ========         =======

      Property,  plant  and  equipment  is  recorded  at  cost  and  depreciated
primarily using the straight-line  method over the estimated useful lives of the
related  assets.  Repairs  and  maintenance  costs are  charged  to  expense  as
incurred.  Renewals and betterments that substantially extend the useful life of
an asset are capitalized and depreciated. Property, plant and equipment consists
of the following:

                                                September 30,   December 31,
                                                    2000            1999
                                                    ----            ----
    Land                                         $  2,699           2,889
    Buildings and leasehold improvements           41,059          42,752
    Machinery and equipment                       113,819         113,180
                                                 --------         -------
                                                  157,577         158,821
    Less accumulated depreciation and              56,128          48,796
    amoritization                                --------         -------
                                                 $101,449         110,025
                                                 ========         =======


              Notes to consolidated condensed financial statements

<PAGE>

                                 WORLDTEX, INC.
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                    UNAUDITED
                             (Dollars in thousands)


Note 3 - Debt Refinancing

      On July 25,  2000,  the  Company  and its U.S.  subsidiaries,  jointly  as
borrowers,  entered into a new domestic credit facility with Bank of America, as
agent. The facility  provides for revolving credit of up to $40.0 million,  with
loan  availability  determined  under a "borrowing  base"  formula  derived from
Worldtex's   domestic  accounts   receivable  and  inventory  as  most  recently
calculated at the time of the borrowing.  In addition, the facility provides for
a term loan of $7.5 million, $3.0 million of which was borrowed on July 25, 2000
and $4.5 million of which was borrowed on  September  29, 2000.  Loans under the
credit  facility  bear  interest  payable  monthly at LIBOR or Bank of America's
prime rate,  as selected by the Company,  in each case plus a margin  determined
based on the ratio of the Company's  funded debt to EBITDA.  The credit facility
requires that the Company comply with certain covenants,  including restrictions
on incurrence of additional  debt and  maintenance of certain  minimum levels of
EBITDA.  At July 31, 2000,  the Company was not in  compliance  with the minimum
EBITDA debt covenant but has  subsequently  received a waiver of  non-compliance
from the lender. The term loan is payable in quarterly installments of 5% of the
aggregate  original term loan amount,  commencing January 1, 2001. The term loan
is due in full, and the revolving credit facility terminates,  on July 25, 2005.
The Company's obligations under the facility are secured by substantially all of
the assets of the Company and its U.S. subsidiaries.

Note 4 - Extraordinary Item

      On July 25, 2000, the Company and its U.S. subsidiaries entered into a new
domestic  credit  facility with Bank of America as agent.  The Company  utilized
approximately  $20.0 million of new  borrowings  under the facility to repay its
existing  domestic  credit  facility  and  to  pay  transaction   expenses.   An
extraordinary  charge of $.6 million,  net of a tax benefit of $.2 million which
was fully  offset with a  valuation  allowance  for  deferred  tax  assets,  was
recorded for the early debt extinguishment.

Note 5 - Newly Issued Accounting Guidance

      The SEC has issued  Staff  Accounting  Bulletin  No. 101 ("SAB  101"),  as
amended on June 26, 2000, REVENUE RECOGNITION IN FINANCIAL  STATEMENTS.  SAB 101
provides SEC guidance on the recognition, presentation and disclosure of revenue
in accordance  with generally  accepted  accounting  principles in the financial
statements.  The Company must implement any applicable  provisions of SAB 101 no
later than the fourth  quarter of the  current  fiscal  year.  The  Company  has
determined that implementation of the applicable  provisions of SAB 101 will not
have a  material  effect  on the  Company's  financial  statements  and  current
disclosures.


              Notes to consolidated condensed financial statements


<PAGE>
                                 WORLDTEX, INC.
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                    UNAUDITED
                             (Dollars in thousands)


      The  Company  plans  to adopt  SFAS No.  133,  ACCOUNTING  FOR  DERIVATIVE
INSTRUMENTS  AND  HEDGING   ACTIVITIES,   which  requires  that  all  derivative
instruments  be reported as either  assets or  liabilities  in the  statement of
financial  position and measure those  instruments at fair value,  on January 1,
2001.  Derivatives  that are not  designated  as hedges must be adjusted to fair
value with the gain or loss  recorded  in  earnings in the period of the change.
Derivatives  designated  as  hedges,  depending  on  the  intended  use  of  the
derivative  and the resulting  designation,  are adjusted to fair value with the
gain or loss either recognized in earnings in the period of change together with
offsetting gain or loss on the hedged item or recognized in comprehensive income
until the hedged item is  recognized in earnings.  The effect is to  immediately
reflect in earnings  the  ineffective  portion of the change in fair value.  The
Company  currently has interest rate swap agreements and swap option  agreements
that  currently  qualify as hedges.  The Company  enters into  forward  exchange
contracts as a hedge against accounts payable  denominated in foreign  currency.
Management  has  determined  that  implementing  SFAS  No.  133  will not have a
material affect on the Company's results of operations or financial position.

Note 6 - Supplemental Consolidating Financial Information

      Long-term  debt includes  $175,000 of senior notes that are  guaranteed by
each of the U.S.  subsidiaries of the Company.  The guarantor  subsidiaries  are
wholly-owned   subsidiaries   of  the  Company  and  the  guarantees  are  full,
unconditional and joint and several. There are no restrictions on the ability of
the guarantor  subsidiaries to make  distributions to the Company,  except those
generally   applicable  under  relevant  corporation  laws.  Separate  financial
statements  of  each  guarantor  subsidiary  have  not  been  presented  because
management has determined that they are not material to investors. The following
pages include summarized  consolidating  financial  information for the Company,
segregating   the  parent,   the   guarantor   subsidiaries   and   nonguarantor
subsidiaries.  Certain prior period amounts have been reclassified to conform to
the current period presentation.  The reclassification did not impact net income
as previously reported.


              Notes to consolidated condensed financial statements


<PAGE>
<TABLE>
                                           WORLDTEX, INC.
                      Note 6 - Supplemental Consolidating Financial Information
                                       (Dollars in thousands)

Consolidating Statements of Operations
Three Months Ended September 30, 2000
<CAPTION>
                                           Guarantor    Non-guarantor
                               Worldtex,    Domestic       Foreign
                               Inc.       Subsidiaries  Subsidiaries   Elimination   Consolidated
                               ---------  ------------  -------------  -----------   ------------
<S>                            <C>          <C>           <C>           <C>            <C>
Net sales                      $      -        40,490       18,444        (2,595)        56,339

Cost of goods sold                    -        35,744       15,380        (2,617)        48,507
                               --------     ---------     --------      --------       --------

  Gross profit                        -         4,746        3,064            22          7,832

Selling and administrative        1,688         3,429        1,971             -          7,088
expense                        --------     ---------     --------      --------       --------

  Operating profit (loss)        (1,688)        1,317        1,093            22            744

Interest expense                  5,131           114          106             -          5,351
Intercompany interest
 (income) expense                (2,506)        2,281          225             -              -
Intercompany administrative
 charges                         (1,142)          874          268             -              -
Other income (expense) - net        105            57         (308)            -           (146)
                               --------     ---------     --------      --------       --------
  Income (loss) before
    income taxes                 (3,066)       (1,895)         186            22         (4,753)

Income tax provision
(benefit)                           382          (399)         221             -            204
Extraordinary item, net            (564)            -            -             -           (564)
Equity in earnings (loss) of
subsidiaries                     (1,531)          (35)           -         1,566              -
                               --------     ---------     --------      --------       --------

  Net loss                     $ (5,543)       (1,531)         (35)        1,588         (5,521)
                               ========     =========     ========      ========       ========
</TABLE>

<TABLE>
Consolidating Statements of
Operations Three Months
Ended September 30, 1999
<CAPTION>
                                           Guarantor    Non-guarantor
                               Worldtex,    Domestic       Foreign
                               Inc.       Subsidiaries  Subsidiaries   Elimination   Consolidated
                               ---------  ------------  -------------  -----------   ------------
<S>                            <C>          <C>           <C>           <C>            <C>
Net sales                      $      -        50,624       23,939        (4,842)        69,721

Cost of goods sold                    -        45,059       19,037        (4,842)        59,254
                               --------     ---------     --------      --------       --------

  Gross profit                        -         5,565        4,902             -         10,467

Selling and administrative
expense                             762         3,401        2,454             -          6,617
                               --------     ---------     --------      --------       --------

  Operating profit (loss)          (762)        2,164        2,448             -          3,850

Interest expense                  4,767            69          171             -          5,007
Intercompany interest            (2,349)        2,121          228             -              -
(income) expense
Intercompany administrative        (686)          435          251             -              -
charges
Other income (expense) - net       (753)          382          (31)            -           (402)
                               --------     ---------     --------      --------       --------
  Income (loss) before
    income taxes                 (3,247)          (79)       1,767             -         (1,559)

Income tax provision
(benefit)                        (1,187)           55          285             -           (847)

Equity in earnings of             1,348             -            -        (1,348)             -
subsidiaries                   --------     ---------     --------     ---------       --------

  Net income (loss)            $   (712)         (134)       1,482        (1,348)          (712)
                               ========     =========     ========     =========       ========
</TABLE>
                        Notes to consolidated condensed financial statements

<PAGE>
<TABLE>
                                           WORLDTEX, INC.
                      Note 6 - Supplemental Consolidating Financial Information
                                       (Dollars in thousands)

Consolidating Statements of Operations
Nine Months Ended September 30, 2000
<CAPTION>
                                           Guarantor    Non-guarantor
                               Worldtex,    Domestic       Foreign
                               Inc.       Subsidiaries  Subsidiaries   Elimination   Consolidated
                               ---------  ------------  -------------  -----------   ------------
<S>                            <C>          <C>           <C>           <C>            <C>
Net sales                      $      -     141,468         68,918      (12,504)        197,882

Cost of goods sold                    -     124,403         55,931      (12,474)        167,860
                               --------     -------        -------     --------        --------

  Gross profit                        -      17,065         12,987          (30)         30,022

Selling and administrative
expense                           4,121      10,782          7,034            -          21,937
                               --------     -------        -------     --------        --------

  Operating profit (loss)        (4,121)      6,283          5,953          (30)          8,085

Interest expense                 15,055         312            441            -          15,808
Intercompany interest
(income) expense                 (7,676)      7,034            642            -               -
Intercompany administrative
charges                          (3,077)      2,290            787            -               -
Other income (expense) - net        134         216           (588)           -            (238)
                               --------     -------        -------     --------        --------
 Income (loss) before
   income taxes                  (8,289)     (3,137)         3,495          (30)         (7,961)

Income tax provision
(benefit)                         1,431        (968)           436            -             899
Extraordinary item, net            (564)          -              -            -            (564)
Equity in earnings of
subsidiaries                        890       3,059              -       (3,949)              -
                               --------     -------        -------     --------        --------

  Net income (loss)            $ (9,394)        890          3,059       (3,979)         (9,424)
                               ========     =======        =======     ========        ========
</TABLE>
<TABLE>
Consolidating Statements of Operations
Nine Months Ended September 30, 1999
<CAPTION>
                                           Guarantor    Non-guarantor
                               Worldtex,    Domestic       Foreign
                               Inc.       Subsidiaries  Subsidiaries   Elimination   Consolidated
                               ---------  ------------  -------------  -----------   ------------
<S>                            <C>          <C>           <C>           <C>            <C>
Net sales                      $      -     156,800         83,469      (18,924)       221,345

Cost of goods sold                    -     135,594         66,547      (18,924)       183,217
                               --------     -------        -------     --------       --------

  Gross profit                        -      21,206         16,922            -         38,128

Selling and administrative
expense                           2,531      10,525          7,779            -         20,835
                               --------     -------        -------     --------       --------

  Operating profit (loss)        (2,531)     10,681          9,143            -         17,293

Interest expense                 13,819         305            841            -         14,965
Intercompany interest
(income) expense                 (7,701)      7,032            669            -              -
Intercompany administrative
charges                          (1,994)      1,242            752            -              -
Other income (expense) - net       (458)        421           (350)           -           (387)
                               --------     -------        -------     --------       --------
  Income (loss) before
    income taxes                 (7,113)      2,523          6,531            -          1,941

Income tax provision
(benefit)                        (2,702)      1,292          1,988            -            578

Equity in earnings of
subsidiaries                      5,774       4,543              -      (10,317)             -
                               --------     -------        -------     --------       --------
  Net income                   $  1,363       5,774          4,543      (10,317)         1,363
                               ========     =======        =======     ========       ========

                        Notes to consolidated condensed financial statements
</TABLE>
<PAGE>
<TABLE>
                                           WORLDTEX, INC.
                      Note 6 - Supplemental Consolidating Financial Information
                                       (Dollars in thousands)

Consolidating Balance Sheet
September 30, 2000
<CAPTION>
                                           Guarantor    Non-guarantor
                               Worldtex,    Domestic       Foreign
                               Inc.       Subsidiaries  Subsidiaries   Elimination   Consolidated
                               ---------  ------------  -------------  -----------   ------------
<S>                            <C>          <C>           <C>           <C>            <C>
Assets
Current assets
  Cash and cash equivalents    $  2,448      (2,448)         7,946            -          7,946
  Accounts and notes
    receivable, net                 247       16,980        18,659            -         35,886
  Inventories                         -       34,686        18,011         (470)        52,227
  Prepaid expenses and other
   current assets                 4,805          190           512            -          5,507
                               --------      -------       -------     --------       --------
    Total current assets          7,500       49,408        45,128         (470)       101,566

Property, plant and
equipment, net                    6,061       54,205        41,220          (37)       101,449
Other assets                      7,560          170           694            -          8,424
Cost in excess of net assets
  of acquired businesses, net         -       62,470        16,446            -         78,916
Intercompany investments        107,929       98,236             -     (206,165)             -
Intercompany advances           139,323            -             -     (139,323)             -
                               --------      -------       -------     --------       --------
                               $268,373      264,489       103,488     (345,995)       290,355
                               ========      =======       =======     ========       ========
Liabilities and stockholders'
  equity
Current liabilities
  Short-term borrowings        $      -            -         3,543            -          3,543
  Current installments of
    long-term debt                1,125            -           206            -          1,331
 Accounts payable-trade and
   other liabilities             12,238       12,144        12,935            -         37,317
 Income taxes payable
  (refundable)                    1,462       (1,672)        1,364            -          1,154
   Total current liabilities     14,825       10,472        18,048            -         43,345

Long-term debt                  191,678        6,000         1,162            -        198,840
Other long-term liabilities       2,547            -           466            -          3,013
Deferred income taxes            (5,668)       6,807         8,233            -          9,372
Intercompany payables                 -      133,283         6,040     (139,323)             -
                               --------      -------       -------     --------       --------
    Total liabilities           203,382      156,562        33,949     (139,323)       254,570
                               --------      -------       -------     --------       --------
Stockholders' equity
  Preferred stock                     -            -             -            -              -
  Common stock                      147            -        37,720      (37,720)           147
  Paid-in capital                30,084       38,793             -      (38,793)        30,084
  Retained earnings              37,109       69,134        60,516     (130,159)        36,600
  Accumulated other
   comprehensive loss                 -            -       (28,697)                    (28,697)
 Less-treasury stock,
  at cost                        (2,349)           -             -            -         (2,349)
                               --------      -------       -------     --------       --------
   Total stockholders'
     equity                      64,991      107,927        69,539     (206,672)        35,785
                               --------      -------       -------     --------       --------
                               $268,373      264,489       103,488     (345,995)       290,355
                               ========      =======       =======     =========      ========
</TABLE>
                        Notes to consolidated condensed financial statements

<PAGE>
<TABLE>
                                           WORLDTEX, INC.
                      Note 6 - Supplemental Consolidating Financial Information
                                       (Dollars in thousands)

Consolidating Balance Sheet
December 31, 1999
<CAPTION>
                                           Guarantor    Non-guarantor
                               Worldtex,    Domestic       Foreign
                               Inc.       Subsidiaries  Subsidiaries   Elimination   Consolidated
                               ---------  ------------  -------------  -----------   ------------
<S>                            <C>          <C>           <C>           <C>            <C>
Assets
Current assets
  Cash and cash equivalents     $ 1,769      (1,769)       5,686              -           5,686
  Accounts and notes                315      18,173       21,389              -          39,877
  receivable, net
  Inventories                         -      40,719       21,535           (437)         61,817
  Prepaid expenses and other
  current assets                  4,200         666          925              -           5,791
                                -------     -------      --------       -------        --------
   Total current assets           6,284      57,789       49,535           (437)        113,171

Property, plant and equipment,
net                               5,160      57,366       47,540            (41)        110,025
Other assets                      7,499         312          814              -           8,625
Cost in excess of net assets
  of acquired businesses, net         -      64,364       18,251              -          82,615
Intercompany investments        107,038      95,177            -       (202,215)              -
Intercompany advances           154,811           -            -       (154,811)              -
                               --------    --------     --------       --------        --------
                               $280,792     275,008      116,140       (357,504)        314,436
                               ========    ========     ========       ========        ========
Liabilities and stockholders'
equity
Current liabilities
 Short-term borrowings         $     -            -        6,423              -           6,423
 Current installments of        24,860            -          232              -          25,092
  long-term debt
 Accounts payable-trade and      8,246       10,393       15,141              -          33,780
  other liabilities
 Income taxes payable            1,230          682            -            481          (1,431)
                              --------     --------     --------       --------        --------
  Total current liabilities     34,336        8,962       22,478              -          65,776

Long-term debt                 175,000        6,000        1,539              -         182,539
Other long-term liabilities      2,550            -          523              -           3,073
Deferred income taxes           (5,479)       6,155        9,880              -          10,556
Intercompany payables                -      146,854        7,957       (154,811)              -
                              --------     --------     --------       --------        --------
   Total liabilities           206,407      167,971       42,377       (154,811)        261,944
                              --------     --------     --------       --------        --------

Stockholders' equity
  Common stock                     147            -       37,720        (37,720)            147
  Paid-in capital               30,084       38,793            -        (38,793)         30,084
  Retained earnings             46,503       68,244       57,457       (126,180)         46,024

  Accumulated other
  comprehensive loss                 -            -      (21,414)             -         (21,414)
  Less-treasury stock,
    at cost                     (2,349)           -            -              -          (2,349)
                              --------     --------     --------       --------        --------
  Total stockholders' equity    74,385      107,037       73,763       (202,693)         52,492
                              --------     --------     --------       --------        --------
                              $280,792      275,008      116,140       (357,504)        314,436
                              ========     ========     ========       ========        ========
</TABLE>
             Notes to consolidated condensed financial statements

<PAGE>
<TABLE>
                                       WORLDTEX, INC.
             Note 6 - Supplemental Consolidating Financial Information
                                 (Dollars in thousands)

Consolidating Statements of Cash Flows
Nine Months Ended September 30, 2000
<CAPTION>
                                           Guarantor    Non-guarantor
                               Worldtex,    Domestic       Foreign
                               Inc.       Subsidiaries  Subsidiaries   Elimination   Consolidated
                               ---------  ------------  -------------  -----------   ------------
<S>                            <C>          <C>           <C>           <C>            <C>
Cash flows from operating
  activities:
Net income (loss)              $(9,394)         890      3,059           (3,979)    (9,424)
Adjustments to reconcile net
 income (loss) to net cash
 provided by (used in)
 operating activities:
    Undistributed earnings of
       subsidiaries                (890)     (3,059)          -            3,949          -
    Depreciation and
       amortization                 910       7,111       4,442                -     12,463
    Provision for losses on
    accounts
        receivable                    -         219          230               -        449
    Deferred income taxes          (191)        653         (496)              -        (34)
    Change in assets and
      liabilities:
       Accounts and notes
         receivable                   69        974          824               -      1,867
       Inventories                     -      6,040        1,660              30      7,730
       Prepaid expenses and
         other current assets       (606)       477          332               -        203
     Accounts payable - trade
       and other liabilities       3,993      1,751       (1,469)              -      4,275
     Income taxes payable            233       (241)         794               -        786
                                 -------    -------      -------        --------    -------
       Net cash provided by
     (used                        (5,876)    14,815        9,376               -     18,315
                                 --------   -------      -------        --------    -------
     in)
     operating activities

Cash flows from investing
 activities:
    Capital expenditures          (1,818)    (2,058)      (1,702)              -     (5,578)
    Other investing activities       (62)       142           19               -         99
                                 --------   -------      -------         -------    -------
      Net cash used in            (1,880)    (1,916)      (1,683)              -     (5,479)
      investing activities       --------   --------     --------        -------    -------

Cash flows from financing
 activities:
    Payments under line of
    credit arrangements                -          -       (2,880)              -     (2,880)
    Borrowings under
    revolving credit  facility    134,265         -            -               -    134,265
    Payments under revolving     (148,821)        -            -               -   (148,821)
      credit facility
    Borrowing under long-term       7,500         -            -               -      7,500
      loans
    Advances (repayments) -
    affiliated    companies        15,277    (13,578)    (1,699)               -          -
    Other financing activities          -          -       (185)               -       (185)
                                 --------    -------    -------          -------    -------
     Net cash provided by
    (used in) financing             8,221    (13,578)    (4,764)               -    (10,121)
    activities                   --------    -------    -------          -------    -------

Effects of exchange rate              214          -       (669)               -       (455)
                                 --------    -------    --------         -------    --------
changes in cash
      Net increase (decrease)         679       (679)     2,260                -      2,260
in cash
Cash at beginning of period         1,769     (1,769)     5,686                -      5,686
                                 --------    -------    -------          -------    --------
Cash at end of period            $  2,448     (2,448)     7,946                -      7,946
                                 ========    ========   =======          =======    ========
</TABLE>

              Notes to consolidated condensed financial statements
<PAGE>
<TABLE>
                                     WORLDTEX, INC.
              Note 6 - Supplemental Consolidating Financial Information
                                  (Dollars in thousands)

Consolidating Statements of Cash Flows
Nine Months Ended September 30, 1999
<CAPTION>
                                           Guarantor    Non-guarantor
                               Worldtex,    Domestic       Foreign
                               Inc.       Subsidiaries  Subsidiaries   Elimination   Consolidated
                               ---------  ------------  -------------  -----------   ------------
<S>                            <C>          <C>           <C>           <C>            <C>
Cash flows from operating
 activities:
Net income                       $ 1,363      5,774      4,543     (10,317)     1,363
Adjustments to reconcile net
income to net
  cash provided by (used in)
operating
   activities:
    Undistributed earnings of     (5,774)    (4,543)         -     10,317          -
subsidiaries
    Depreciation and                  21      7,270      4,320          -     11,611
amortization
    Provision for losses on
    accounts
        receivable                     -        166        314          -        480
    Deferred income taxes         (2,965)       968       (308)         -     (2,305)
    Change in assets and
liabilities:
       Accounts and notes           (204)    (9,058)    (1,016)         -    (10,278)
receivable
       Inventories                     -     (4,434)       900          -     (3,534)
       Prepaid expenses and
      other current
          assets                    (243)        19        495          -        271
     Accounts payable - trade
      and other liabilities        5,403      5,587        463          -     11,453
     Income taxes payable             47        493         (8)                  532
                                 -------    -------    --------   -------    -------
      Net cash provided by
     (used in) operating
     activities                   (2,352)     2,242      9,703          -      9,593
                                 --------   -------    -------    -------    -------

Cash flows from investing activities:
    Capital expenditures          (3,593)    (5,862)    (3,825)         -    (13,280)
    Acquisitions, net of cash     (4,080)         -          -      4,080          -
     acquired
    Other investing activities      (371)     1,792        283          -      1,704
                                 --------   -------    -------    -------    -------
     Net cash used in             (8,044)    (4,070)    (3,542)     4,080    (11,576)
     investing activities        --------   -------    -------    -------    --------

Cash flows from financing activities:
    Borrowings under line of
    credit    arrangements             -          -        866          -        866
    Borrowings under
    revolving credit  facility    71,600          -          -          -     71,600
    Payments under revolving     (68,390)         -          -          -    (68,390)
     credit facility
    Payments under long-term           -          -     (1,520)         -     (1,520)
     loans
    Advances (repayments) -
    affiliated companies           2,343      1,907     (3,583)      (667)         -
    Other financing activities     2,247          -      3,878     (3,004)     3,121
                                 -------    -------    -------    --------   -------
     Net cash provided by
    (used in) financing            7,800      1,907       (359)    (3,671)     5,677
    activities                   -------    -------    --------   --------   -------
Effects of exchange rate               -          -       (312)      (409)      (712)
changes in cash                  -------    -------    --------   --------   --------

   Net increase (decrease)        (2,596)        79      5,490          -      2,973
     in cash
Cash at beginning of period        2,596         14      4,105          -      6,715
                                 -------    -------    -------    -------    -------
Cash at end of period            $     -         93      9,595          -      9,688
                                 =======    =======    =======    =======    =======
</TABLE>

                  Notes to consolidated condensed financial statements

<PAGE>
                                 WORLDTEX, INC.
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

      The following  table sets forth the  percentages  which certain income and
expense items bear to net sales:

                                Three Months Ended       Nine Months Ended
                                  September 30,            September 30,
                                 2000        1999         2000        1999
                                 ----        ----         ----        ----

Net sales                       100.0%       100.0%      100.0%       100.0%
                                ------       ------      ------       ------

Gross margin                     13.9%        15.0%       15.2%        17.2%
                                ------       ------      ------       ------

Selling & administrative
  expense                        11.2%         8.6%        9.9%         8.3%
Goodwill amortization             1.5%          .9%        1.2%         1.1%
                               -------      -------     -------      -------

Operating profit                  1.2%         5.5%        4.1%         7.8%

Interest expense                  9.6%         7.2%        8.0%         6.8%

Other income (expense) - net      (.1%)        (.6%)       (.1%)        (.1%)
                               --------     --------    --------     --------

Income (loss) before income
taxes                            (8.5%)       (2.3%)      (4.0%)         .9%
                                =======      =======     =======      ======


COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999:

      For the quarter ended September 30, 2000, sales decreased by $13.4 million
or 19.2% to $56.3 million,  compared with $69.7 million in the 1999 quarter.  In
general,  sales decreases were attributable to lower unit volume and pricing, an
unfavorable  change in product mix, reduced demand in covered yarns and currency
issues in Europe and South America.  Total sales of narrow elastic  fabrics were
$26.5  million in the current  quarter  compared with $30.8 million in the prior
year quarter, a decline of 14.0%.  Covered elastic yarn sales were $29.8 million
for the quarter compared with $38.9 million in the prior year quarter, a decline
of 23.4%.  These declines were due primarily to a reduction in pantyhose demand,
softness in demand for intimate apparel and continued currency issues in Europe.


<PAGE>
                                WORLDTEX, INC.
              MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


      Gross  profit  for the three  months  ended  September  30,  2000 was $7.8
million or 13.9%,  compared  to $10.5  million  or 15.0% for the same  period in
1999. The decrease was due to reduced sales and  unfavorable  changes in product
mix consisting of higher volumes of lower margin commodity products. Selling and
administrative  expenses  and goodwill  amortization  for the three months ended
September  30,  2000 were $7.1  million or 12.7% of sales,  as  compared to $6.6
million or 9.5% of sales for the same  period in 1999.  The  increase  primarily
relates to professional fees for management  information  system  implementation
and for  investment  banking  services.  As a result,  operating  income was $.7
million and $3.9 million for the three months ended September 30, 2000 and 1999,
respectively.

      Other  income and  expense,  net,  for the  quarter  was an expense of $.1
million,  compared with an expense of $.4 million in the prior year  quarter,  a
decrease of $.3 million.  The net expense in 2000 and 1999 relate principally to
currency losses.

      Interest  expense for the three months ended  September 30, 2000 increased
from the  corresponding  period in 1999 by $.4 million  due to higher  borrowing
costs under the Company's new domestic credit facility.

      On July 25, 2000, the Company and its U.S. subsidiaries entered into a new
domestic  credit  facility with Bank of America as agent.  The Company  utilized
approximately  $20.0 million of new  borrowings  under the facility to repay its
existing  domestic  credit  facility  and  to  pay  transaction   expenses.   An
extraordinary  charge of $.6 million,  net of a tax benefit of $.2 million which
was fully  offset with a  valuation  allowance  for  deferred  tax  assets,  was
recorded for the early debt extinguishment.

      The  Company  recorded  a $1.8  million  valuation  allowance  in the 2000
quarter for deferred tax assets due to  uncertainty  as to the future benefit of
its domestic federal net operating loss for 2000.

      As a  result  of the  above,  net loss for the  quarter  was $5.5  million
compared with $.7 million in the prior year quarter.  Diluted loss per share was
$.39 for the 2000 three-month period compared with $.05 per share in 1999.


COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999

      For the nine months ended  September  30, 2000,  sales  decreased by $23.4
million or 10.6%,  compared to the nine months  ended  September  30,  1999.  In
general,  sales decreases were attributable to lower unit volume and pricing, an
unfavorable  change in product mix, reduced demand in covered yarns and currency
issues in Europe and South America.  Sales of narrow elastic  fabrics were $91.8
million for the nine months ended September 30, 2000,  compared to $94.2 million
for the same period of 1999, a decrease of 2.5%.  Covered  elastic yarn revenues
were $106.1  million for the nine months ended  September  30, 2000,  which were
16.5%  below  revenues  of $127.1  million  for the same  period in 1999.  These
declines were due primarily to reduced pantyhose demand,  softness in demand for
intimate apparel and continued currency issues in Europe.

      Gross  profit  for the nine  months  ended  September  30,  2000 was $30.0
million or 15.2%,  compared  to $38.1  million  or 17.2% for the same  period in
1999.  The  decrease  was due to reduced  demand in covered  yarns,  unfavorable
changes in product mix  consisting of higher  volumes of lower margin  commodity
products and increases in costs for petroleum-based  raw materials.  Selling and
administrative  expenses  and  goodwill  amortization  for the nine months ended
September  30, 2000 were $21.9  million or 11.1% of sales,  as compared to $20.8
million  or 9.4% of sales for the same  period in 1999.  As a result,  operating

<PAGE>
                                WORLDTEX, INC.
              MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS



income was $8.1 million and $17.3  million for the nine months  ended  September
30, 2000 and 1999, respectively.

      Interest  expense for the nine months ending  September 30, 2000 increased
from the  corresponding  period in 1999 by $.8 million  due to higher  borrowing
costs under the  Company's new domestic  credit  facility and higher costs under
its prior facility related to the rising interest rate environment and increased
basis point margins payable for domestic borrowings as a result of the Company's
financial performance.

      The corporate tax rate in France  decreased  from 40% to 36.67%  effective
January 1, 2000  resulting  in a $.8  million  reduction  to the 2000 income tax
provision to decrease the deferred tax liability as of the effective date of the
change in statutory  tax rate.  The Company  recorded a $4.4  million  valuation
allowance for deferred tax assets due to uncertainty as to the future benefit of
its domestic federal net operating loss for 2000.

      As a result of the above,  net loss for the first nine  months of 2000 was
$9.4 million,  compared with net income of $1.4 million in the first nine months
of 1999. Diluted loss per share was $.66 for the 2000 nine month period compared
with income of $.10 per share in 1999.

LIQUIDITY AND CAPITAL RESOURCES

      The  Company  meets both its  long-term  and  short-term  liquidity  needs
through internally generated funds and outside borrowings.

      Cash  totaled  $7.9 million at  September  30,  2000,  representing  a net
increase  of $2.2  million  for the nine  months  then  ended.  Cash  flows from
operating  activities and from financing activities are the principal indicators
of the Company's liquidity.  During the first nine months of 2000, $18.3 million
was generated  from operating  activities as a result of the net loss,  adjusted
for the effects of depreciation  and amortization and changes in the balances of
receivables,  payables,  inventories  and  prepaid  expenses  and other  current
assets.  During the first nine months of 2000, $5.6 million was utilized for the
purchase and upgrading of equipment and facilities. The Company anticipates that
its capital expenditures during 2000 will approximate $8 million,  primarily for
the purchase of equipment.

      EBITDA  represents  operating  profit plus  depreciation  and amortization
(excludes 1999 one-time  severance  costs  associated with the relocation of the
Company's Canadian  conventional  covered yarn  manufacturing  operation.) While
EBITDA should not be considered as an alternative  measure of net income or cash
provided  by  operating  activities,  it  is  presented  to  provide  additional
information  relating to the  Company's  debt service  capacity.  EBITDA for the
three-month  periods ended September 30, 2000 and 1999 was $5.0 million and $8.0

<PAGE>
                                WORLDTEX, INC.
              MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS



million,  respectively,  and for the nine-month periods ended September 30, 2000
and 1999 was $20.5 million and $29.1  million,  respectively.  Depreciation  and
amortization  for the three-month  periods ended September 30, 2000 and 1999 was
$4.3 million and $3.9  million,  respectively,  and for the  nine-month  periods
ended  September  30,  2000  and 1999  was  $12.5  million  and  $11.6  million,
respectively.

      Working  capital was $58.3 million at September 30, 2000 and $47.4 million
at December 31, 1999, reflecting an increase of $10.9 million and current ratios
of 2.3 and 1.7 at September 30, 2000 and December 31, 1999.

      On July 25,  2000,  the  Company  and its U.S.  subsidiaries,  jointly  as
borrowers,  entered into a new domestic credit facility with Bank of America, as
agent. The facility  provides for revolving credit of up to $40.0 million,  with
loan  availability  determined  under a "borrowing  base"  formula  derived from
Worldtex's   domestic  accounts   receivable  and  inventory  as  most  recently
calculated at the time of the borrowing.  In addition, the facility provides for
a term loan of $7.5 million, $3.0 million of which was borrowed on July 25, 2000
and $4.5 million of which was borrowed on  September  29, 2000.  Loans under the
credit  facility  bear  interest at LIBOR or Bank of  America's  prime rate,  as
selected  by the  Company,  in each case plus a margin  determined  based on the
ratio of the Company's funded debt to EBITDA.  The credit facility requires that
the Company comply with certain covenants,  including restrictions on incurrence
of additional debt and maintenance of certain minimum levels of EBITDA.  At July
31,  2000,  the  Company  was not in  compliance  with the  minimum  EBITDA debt
covenant  but has  subsequently  received  a waiver of  non-compliance  from the
lender.  The  term  loan  is  payable  in  quarterly  installments  of 5% of the
aggregate  original term loan amount,  commencing January 1, 2001. The term loan
is due in full, and the revolving credit facility terminates,  on July 25, 2005.
The Company's obligations under the facility are secured by substantially all of
the  assets of the  Company  and its U.S.  subsidiaries,  but not  assets of its
foreign  subsidiaries.  The Company utilized  approximately $20.0 million of new
borrowings under the facility to repay its existing domestic credit facility and
to pay  transaction  expenses,  and at  September  30, 2000,  $15.0  million was
available for borrowing under the revolving credit facility.

      As a result of the Company's  financial  results  during 2000, the Company
cannot predict  whether it will have  sufficient  liquidity to enable it to make
the  interest  payment due  December  15, 2000 on the 9 5/8% Senior  Notes.  The
Company's  domestic  credit facility  requires that,  after giving effect to the
payment of interest on the 9 5/8% Senior Notes, the Company must have additional
unused borrowing  availability under the facility of not less than $8.0 million.
Accordingly,  the Company's ability to borrow under the domestic credit facility
to make such interest payment may be restricted. However, the Company expects to
have adequate short-term  liquidity in order to meet the normal operational cash
flow needs of its business.  The Company is reviewing  various  alternatives for
restructuring  its  domestic  debt and has engaged the  investment  banking firm
Houlihan Lokey Howard & Zukin to assist it. In addition, the Company has entered
into discussions with an informal  committee of the holders of the 9-5/8% Senior
Notes regarding a restructuring of the Company's  domestic debt. The Company has
been advised that the members of such informal committee  represent holders of a
majority in principal amount of the 9-5/8% Senior Notes.


<PAGE>
                                WORLDTEX, INC.
              MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


EUROPEAN MONETARY UNION - EURO

      The  Company  conducts  business  in multiple  currencies,  including  the
currencies  of  various  European  countries  in the  European  Union  which are
participating  in the single  European  currency by  adopting  the Euro as their
common currency on January 1, 1999, the date that the Euro commenced  trading on
currency  exchanges.  The legal currencies of the  participating  countries will
remain legal tender for a transition  period between January 1, 1999 and January
1, 2002.  During the transition  period,  wire transfers can be made in the Euro
with payment for goods and  services in either the Euro or the legacy  currency.
Between  January  1, 2002 and July 1, 2002,  the  participating  countries  will
introduce  Euro notes and coins and eventually  withdraw all legacy  currencies.
Currency rates during the transition  period will no longer be computed from one
legacy to another but instead will first be converted into the Euro. The Company
is  addressing  the issues  involved with the  introduction  of the Euro and the
impact on its business,  both strategically and operationally.  Based on current
information,  the Company does not expect the Euro conversion to have a material
adverse  effect on the  financial  position  or  results  of  operations  of the
Company.

FORWARD-LOOKING STATEMENTS

      Certain  statements  in  this  Management's  Discussion  and  Analysis  of
Financial  Condition and Results of Operations,  which are other than historical
facts,  are intended to be  "forward-looking  statements"  within the meaning of
federal  securities  laws. Words such as "expects",  "believes",  "anticipates",
"projects",  "estimates",  "plan",  variations  of such words and other  similar
expressions  are intended to identify  such  forward-looking  statements.  These
statements  are subject to various  risks and  uncertainties,  many of which are
outside the control of the Company. Risks and uncertainties include, but are not
limited to, the matters  discussed under "Risk Factors to be Considered" in Item
7 of the Company's  Annual Report on Form 10-K for 1999, the financial  strength
of the apparel industry,  the level of consumer  spending for apparel,  changing
consumer  preferences,  the competitive  pricing  environment within the apparel
industry,  foreign currency translation,  success of new product  introductions,
and other risk  factors.  Therefore,  actual  outcomes  and  results  may differ
materially  from what is  expressed  or  forecasted  in,  or  implied  by,  such
forward-looking  statements,  which reflect management's judgment only as of the
date hereof.  The Company does not intend to update publicly this information to
reflect new information, future events or otherwise.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      There has been no significant  change in market risk during the first nine
months of 2000 from that which was reported in the  Company's  Annual  Report on
Form 10-K for 1999.


<PAGE>

                                WORLDTEX, INC.

                           PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

   (a)   Exhibits

      Exhibit No.       Description

      10.1              Loan  and  Security  Agreement,  dated  as of July 25,
                        2000,  among  the  lenders  named  therein,   Bank  of
                        America,  N.A., as the Agent, and the Company and each
                        of its U.S. subsidiaries, as the Borrowers

      27.1              Financial Data Schedule (filed with EDGAR only)

   (b)  Reports on Form 8-K

      During the quarter ended  September 30, 2000, the Company did not file any
      reports on Form 8-K.


<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.


                                                WORLDTEX, INC.
                                                   (Registrant)


  Date:  November 14, 2000                      By:  /S/ BARRY D. SETZER
                                                     --------------------------
                                                     Barry D. Setzer
                                                     Chairman of the Board
                                                     President, and Chief
                                                     Executive Officer


                                                By:  /S/ MITCHELL R. SETZER
                                                     --------------------------
                                                     Mitchell R. Setzer
                                                     Chairman of the Board
                                                     President, and Chief
                                                     Executive Officer