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 June 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                             (I.R.S. Employer
     of incorporation or                                 Identification No.)
        organization)

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

                                 (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
   ------------------           ----------------       ----------------------
     August 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 Six Months Ended June 30, 2000 and 1999                   1

      Consolidated Statements of Comprehensive Loss (Unaudited)
      for the Three and Six Months Ended June 30, 2000 and 1999           1

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

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

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

      Management's Discussion and Analysis of Financial Condition
      and Results of Operations                                           13-17

PART II - Other Information                                               18

<PAGE>

                                 WORLDTEX, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     (In thousands except per share amounts)
                                    UNAUDITED

<TABLE>
<CAPTION>
                                          Three Months          Six Months
                                         Ended June 30,       Ended June 30,
                                        -----------------    ----------------
                                         2000       1999      2000      1999
                                         ----       ----      ----      ----
<S>                                     <C>         <C>       <C>       <C>
Net sales                               $67,609     73,607    141,543   151,624
Costs of goods sold                      56,030     60,090    119,353   124,579
                                       --------   --------   --------  --------

   Gross profit                          11,579     13,517     22,190    27,045
Selling and administrative expense        7,471      6,222     13,309    12,073
Goodwill amortization                       775        687      1,540     1,529
                                       --------   --------   --------  --------

   Operating profit                       3,333      6,608      7,341    13,443
Interest expense                          5,284      5,052     10,457     9,958
Other income (expense) - net               (244)       524        (92)       15
                                       --------   --------   --------  --------

   Income (loss) before income taxes     (2,195)     2,080     (3,208)    3,500
Provision for income taxes                  633        820        695     1,425
                                       --------   --------   --------  --------

   Net income (loss)                    $(2,828)     1,260     (3,903)    2,075
                                       ========   ========   ========  ========

Net income (loss) per share:
   Basic                                $  (.20)       .09       (.27)      .15
                                       ========   ========   ========  ========
   Diluted                              $  (.20)       .09       (.27)      .15
                                       ========   ========   ========  ========

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 LOSS
                                 (In thousands)
                                    UNAUDITED

<TABLE>
<CAPTION>
                                           Three Months          Six Months
                                          Ended June 30,       Ended June 30,
                                        ------------------   -----------------
                                         2000       1999      2000      1999
                                         ----       ----      ----      ----
<S>                                     <C>        <C>        <C>       <C>
Net income (loss)                       $(2,828)    1,260     (3,903)    2,075

Other comprehensive loss:

Foreign translation adjustment             (117)   (5,049)    (2,976)   (9,806)
                                       --------   --------   --------  --------

Comprehensive loss                      $(2,945)   (3,789)    (6,879)   (7,731)
                                       ========   ========   ========  ========
</TABLE>


      See accompanying notes to consolidated condensed financial statements

<PAGE>

                                 WORLDTEX, INC.
                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                        June 30,    December 31,
                                                          2000          1999
                                                       -----------  ------------
                                    ASSETS             (Unaudited)
<S>                                                     <C>           <C>
Current assets:
   Cash and cash equivalents                            $  6,990        5,686
   Accounts and notes receivable, less allowance
      for doubtful accounts of $6,700 in 2000 and
      $6,568 in 1999                                      41,036       39,877
   Inventories                                            55,879       61,817
   Prepaid expenses and other current assets               5,479        5,791
      Total current assets                               109,384      113,171
                                                        --------     --------

Property, plant and equipment - net                      105,766      110,025
Other assets                                               8,610        8,625
Cost in excess of net assets of acquired
   businesses, net of accumulated amortization of
   $12,911 in 2000 and $11,546 in 1999                    80,500       82,615
                                                        --------     --------
                                                        $304,260      314,436
                                                        ========     ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY


Current liabilities:
   Short-term borrowings                                $  4,190        6,423
   Current installments of long-term debt                    219       25,092
   Accounts payable-trade and other liabilities           37,762       33,780
   Income taxes payable                                    1,620          481
                                                        --------     --------
      Total current liabilities                           43,791       65,776

Long-term debt                                           201,979      182,539
Other long-term liabilities                                3,049        3,073
Deferred income taxes                                      9,828       10,556
                                                        --------     --------
      Total liabilities                                  258,647      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                                      42,121       46,024
   Accumulated other comprehensive loss                  (24,390)     (21,414)
   Treasury stock, at cost (430 shares in 2000 and
      1999)                                               (2,349)      (2,349)
                                                        --------     --------
      Total stockholders' equity                          45,613       52,492
                                                        --------     --------
                                                        $304,260      314,436
                                                        ========     ========
</TABLE>




      See accompanying notes to consolidated condensed financial statements

<PAGE>

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

<TABLE>
<CAPTION>
                                                         Six Months Ended
                                                             June 30,
                                                         2000       1999
                                                         ----       ----
<S>                                                     <C>        <C>
 Cash flows from operating activities:
   Net income (loss)                                    $ (3,903)    2,075
   Adjustments to reconcile net income
   (loss) to net cash provided by operating
   activities:
    Depreciation                                           6,663     6,195
    Amortization                                           1,540     1,529
    Provision for losses on accounts
      receivable                                             259       303
    Deferred income taxes                                   (247)     (426)
    Change in assets and liabilities:
      Accounts and notes receivable                       (2,108)  (12,022)
      Inventories                                          5,180    (4,140)
      Prepaid expenses and other current                     271      (455)
      assets
      Accounts payable -trade and other                    4,286     7,839
       current liabilities
      Income taxes payable                                 1,164       270
                                                        --------  --------
      Net cash provided by operating
      activities                                          13,105     1,168
                                                        --------  --------

 Cash flows from investing activities:
    Capital expenditures                                  (4,086)   (8,848)
    Other investing activities                               (30)    2,153
                                                        --------  --------
      Net cash used in investing activities               (4,116)   (6,695)
                                                        --------  --------

 Cash flows from financing activities:
    Borrowings under line of credit                            -       367
    arrangements
    Payments under line of credit                         (2,233)        -
    arrangements
    Borrowings under revolving credit                     47,760    38,250
    facility
    Payments under revolving credit facility             (52,950)  (29,000)
    Payments under long-term loans                             -    (1,520)
    Other financing activities                              (148)    2,575
                                                        --------  --------
      Net cash provided by (used in)
      financing activities                                (7,571)   10,672
                                                        --------  --------
 Effects of exchange rate changes on cash                   (114)   (1,030)
                                                        --------  --------
      Net increase in cash and cash
      equivalents                                          1,304     4,115
 Cash and cash equivalents at beginning of
 period                                                    5,686     6,715
                                                        --------  --------
 Cash and cash equivalents at end of period              $ 6,990    10,830
                                                        --------  --------
                                                        --------  --------
 Supplemental disclosure of cash flow information:
    Cash paid during the period for:
      Interest                                           $ 9,926     9,854
                                                        ========  ========
      Income taxes                                             -     3,183
                                                        ========  ========
</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.

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:

<TABLE>
<CAPTION>
                                                   June 30,     December 31,
                                                     2000           1999
                                                 ------------- -------------
<S>                                               <C>              <C>
     Raw materials                                $ 17,734         17,836
     Work-in-process                                 7,127         14,035
     Finished goods                                 31,018         29,946
                                                  --------       --------
     Total inventories                            $ 55,879         61,817
                                                  ========       ========
</TABLE>

      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:

<TABLE>
                                                   June 30,     December 31,
                                                     2000           1999
                                                 ------------- -------------
<S>                                               <C>             <C>
     Land                                         $  2,811          2,889
     Buildings and leasehold improvements           42,171         42,752
     Machinery and equipment                       115,145        113,180
                                                 ---------      ---------
                                                   160,127        158,821
     Less accumulated depreciation and              54,361         48,796
     amortization                                ---------      ---------
                                                  $105,766        110,025
                                                 =========      =========
</TABLE>





              Notes to consolidated condensed financial statements

<PAGE>

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

Note 3 - Supplemental Consolidating Financial Information

      Long-term  debt includes  $175,000 of senior notes which 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
with the current period  presentation.  The  reclassification did not impact net
income as previously reported.































              Notes to consolidated condensed financial statements

<PAGE>
                                 WORLDTEX, INC.
            Note 3 - Supplemental Consolidating Financial Information
                             (Dollars in thousands)
Consolidating Statements of Operations
Three Months Ended June 30, 2000
<TABLE>
<CAPTION>
                                               Guarantor     Non-Guarantor
                                                Domestic       Foreign
                              WORLDTEX, INC.  SUBSIDIARIES   SUBSIDIARIES  ELIMINATIONS  CONSOLIDATED
                              --------------  ------------   ------------  ------------  ------------
<S>                               <C>              <C>            <C>           <C>           <C>
Net sales                         $       -        47,873         24,463        (4,727)       67,609

Cost of goods sold                        -        41,438         19,322        (4,730)       56,030
                                  ----------     ---------      ---------    ----------     ---------

  Gross profit                            -         6,435          5,141             3        11,579

Selling and administrative
expense                               1,398         3,958          2,890             -         8,246
                                  ----------     ---------      ---------    ----------     ---------

  Operating profit (loss)            (1,398)        2,477          2,251             3         3,333

Interest expense                      5,052           114            118             -         5,284
Intercompany interest
(income) expense                     (2,569)        2,355            214             -             -
Intercompany administrative
charges                              (1,139)          869            270             -             -
Other income (expense) - net            (34)           88           (298)            -          (244)
                                  ----------     ---------      ---------    ----------     ---------

  Income (loss) before income
  taxes                              (2,776)         (773)         1,351             3        (2,195)

Provision (benefit) for
income taxes                            641          (371)           363             -           633

Undistributed earnings of
subsidiaries                            586           988              -        (1,574)            -
                                  ----------     ---------      ---------    ----------     ---------

  Net income (loss)               $  (2,831)          586            988        (1,571)       (2,828)
                                  ==========     =========      =========    ==========     =========
</TABLE>
Consolidating Statements of Operations
Three Months Ended June 30, 1999
<TABLE>
<CAPTION>
                                               Guarantor     Non-Guarantor
                                                Domestic       Foreign
                              WORLDTEX, INC.  SUBSIDIARIES   SUBSIDIARIES  ELIMINATIONS  CONSOLIDATED
                              --------------  ------------   ------------  ------------  ------------
<S>                               <C>              <C>            <C>           <C>           <C>
Net sales                         $       -        51,873         28,157        (6,423)       73,607

Cost of goods sold                        -        43,871         22,642        (6,423)       60,090
                                  ----------     ---------      ---------    ----------     ---------

  Gross profit                            -         8,002          5,515             -        13,517

Selling and administrative
expense                               1,051         3,488          2,370             -         6,909
                                  ----------     ---------      ---------    ----------     ---------

  Operating profit (loss)            (1,051)        4,514          3,145             -         6,608

Interest expense                      4,523           143            386             -         5,052
Intercompany interest
(income) expense                     (2,651)        2,442            209             -             -
Intercompany administrative
charges                                (654)          403            251             -             -
Other income (expense) - net            243            13            268             -           524
                                  ----------     ---------      ---------    ----------     ---------

  Income (loss) before income
  taxes                              (2,026)        1,539          2,567             -         2,080

Provision (benefit) for
income taxes                           (771)          685            906             -           820

Undistributed earnings of
subsidiaries                          2,515         1,661              -        (4,176)            -
                                  ----------     ---------      ---------    ----------     ---------

  Net income                      $   1,260         2,515          1,661        (4,176)        1,260
                                  ==========     =========      =========    ==========     =========
</TABLE>
              Notes to consolidated condensed financial statements
<PAGE>
                                 WORLDTEX, INC.
            Note 3 - Supplemental Consolidating Financial Information
                             (Dollars in thousands)
Consolidating Statements of Operations
Six Months Ended June 30, 2000
<TABLE>
<CAPTION>
                                               Guarantor     Non-Guarantor
                                                Domestic       Foreign
                              WORLDTEX, INC.  SUBSIDIARIES   SUBSIDIARIES  ELIMINATIONS  CONSOLIDATED
                              --------------  ------------   ------------  ------------  ------------
<S>                               <C>             <C>             <C>           <C>          <C>
Net sales                         $       -       100,978         50,474        (9,909)      141,543

Cost of goods sold                        -        88,659         40,551        (9,857)      119,353
                                  ----------     ---------      ---------    ----------     ---------

  Gross profit                            -        12,319          9,923           (52)       22,190

Selling and administrative
expense                               2,433         7,353          5,063             -        14,849
                                  ----------     ---------      ---------    ----------     ---------
  Operating profit (loss)            (2,433)        4,966          4,860           (52)        7,341

Interest expense                      9,924           198            335             -        10,457
Intercompany interest
(income) expense                     (5,170)        4,753            417             -             -
Intercompany administrative
charges                              (1,935)        1,416            519             -             -
Other income (expense) - net             29           159           (280)            -           (92)
                                  ----------     ---------      ---------    ----------     ---------

  Income (loss) before income
  taxes                              (5,223)       (1,242)         3,309           (52)       (3,208)

Provision (benefit) for
income taxes                          1,049          (569)           215             -           695

Undistributed earnings of
subsidiaries                          2,421         3,094              -        (5,515)            -
                                  ----------     ---------      ---------    ----------     ---------

  Net income (loss)               $  (3,851)        2,421          3,094        (5,567)       (3,903)
                                  ==========     =========      =========    ==========     =========
</TABLE>
Consolidating Statements of Operations
Six Months Ended June 30, 1999
<TABLE>
<CAPTION>
                                               Guarantor     Non-Guarantor
                                                Domestic       Foreign
                              WORLDTEX, INC.  SUBSIDIARIES   SUBSIDIARIES  ELIMINATIONS  CONSOLIDATED
                              --------------  ------------   ------------  ------------  ------------
<S>                               <C>             <C>             <C>          <C>           <C>
Net sales                         $       -       104,867         58,692       (11,935)      151,624

Cost of goods sold                        -        89,225         47,289       (11,935)      124,579
                                  ----------     ---------      ---------    ----------     ---------

  Gross profit                            -        15,642         11,403             -        27,045

Selling and administrative
expense                               1,769         7,123          4,710             -        13,602
                                  ----------     ---------      ---------    ----------     ---------

  Operating profit (loss)            (1,769)        8,519          6,693             -        13,443

Interest expense                      9,052           236            670             -         9,958
Intercompany interest                (5,352)        4,911            441             -             -
(income) expense
Intercompany administrative
charges                              (1,308)          807            501             -             -
Other income (expense) - net            296            38           (319)            -            15
                                  ----------     ---------      ---------    ----------     ---------

  Income (loss) before income
  taxes                              (3,865)        2,603          4,762             -         3,500

Provision (benefit) for
income taxes                         (1,515)        1,237          1,703             -         1,425

Undistributed earnings of
subsidiaries                          4,425         3,059              -        (7,484)            -
                                  ----------     ---------      ---------    ----------     ---------

  Net income                      $   2,075         4,425          3,059        (7,484)        2,075
                                  ==========     =========      =========    ==========     =========
</TABLE>
              Notes to consolidated condensed financial statements
<PAGE>

                                 WORLDTEX, INC.
            Note 3 - Supplemental Consolidating Financial Information
                             (Dollars in thousands)

Consolidating Balance Sheet
June 30, 2000
<TABLE>
<CAPTION>
                                               Guarantor     Non-Guarantor
                                                Domestic       Foreign
                              WORLDTEX, INC.  SUBSIDIARIES   SUBSIDIARIES  ELIMINATIONS  CONSOLIDATED
                              --------------  ------------   ------------  ------------  ------------

<S>                               <C>             <C>            <C>           <C>           <C>
Assets
Current assets
  Cash and cash equivalents       $   1,410        (1,410)         6,990             -         6,990
  Accounts and notes                    273        19,364         21,399             -        41,036
  receivable, net
  Inventories                             -        36,064         20,307          (492)       55,879
  Prepaid expenses and other
  current assets                      4,598           424            457             -         5,479
                                  ----------     ---------      ---------    ----------     ---------
   Total current assets               6,281        54,442         49,153          (492)      109,384

Property, plant and
equipment, net                        6,026        55,404         44,374           (38)      105,766
Other assets                          7,556           286            768             -         8,610
Cost in excess of net assets
  of acquired businesses, net             -        63,102         17,398             -        80,500
Intercompany investments            109,459        98,271              -       (207,730)           -
Intercompany advances               142,042             -              -       (142,042)           -
                                  ----------     ---------      ---------    ----------     ---------
                                  $ 271,364       271,505        111,693       (350,302)     304,260
                                  ==========     =========      =========    ==========     =========

Liabilities and Stockholders'
Equity
Current liabilities
  Short-term borrowings           $       -             -          4,190              -        4,190
  Current installments of
  long-term debt                          -             -            219              -          219
  Accounts payable-trade and
  other liabilities                   7,780        13,039         16,943              -       37,762
  Income taxes payable                1,396        (1,555)         1,779              -        1,620
                                  ----------     ---------      ---------    ----------     ---------
   Total current liabilities          9,176        11,484         23,131              -       43,791

Long-term debt                      194,670         6,000          1,309              -      201,979
Other long-term liabilities           2,547             -            502              -        3,049
Deferred income taxes                (5,563)        6,671          8,720              -        9,828
Intercompany payables                     -       137,892          4,150       (142,042)           -
                                  ----------     ---------      ---------    ----------     ---------
   Total liabilities                200,830       162,047         37,812       (142,042)     258,647
                                  ----------     ---------      ---------    ----------     ---------

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                  42,652        70,665         60,551      (131,747)       42,121
  Accumulated other
  comprehensive loss                      -             -        (24,390)            -       (24,390)
  Less-treasury stock, at cost       (2,349)            -              -             -             -
                                  ----------     ---------      ---------    ----------     ---------
   Total stockholders' equity        70,534       109,458         73,881      (208,260)       45,613
                                  ----------     ---------      ---------    ----------     ---------
                                  $ 271,364       271,505        111,693      (350,302)      304,260
                                  ==========     =========      =========    ==========     =========
</TABLE>


              Notes to consolidated condensed financial statements

<PAGE>

                                 WORLDTEX, INC.
            Note 3 - Supplemental Consolidating Financial Information
                             (Dollars in thousands)

Consolidating Balance Sheet
December 31, 1999
<TABLE>
<CAPTION>
                                               Guarantor     Non-Guarantor
                                                Domestic       Foreign
                              WORLDTEX, INC.  SUBSIDIARIES   SUBSIDIARIES  ELIMINATIONS  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
  long-term debt                     24,860             -            232             -        25,092
  Accounts payable-trade and
  other liabilities                   8,246        10,393         15,141             -        33,780
  Income taxes payable                1,230        (1,431)           682             -           481
                                  ----------     ---------      ---------    ----------     ---------
   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>
                                WORLDTEX, INC.
          Note 3 - Supplemental Consolidating Financial Information
                             (Dollars in thousands)

Consolidating Statements of Cash Flows
Six Months Ended June 30, 2000
<TABLE>
<CAPTION>
                                               Guarantor     Non-Guarantor
                                                Domestic       Foreign
                              WORLDTEX, INC.  SUBSIDIARIES   SUBSIDIARIES  ELIMINATIONS  CONSOLIDATED
                              --------------  ------------   ------------  ------------  ------------
<S>                               <C>              <C>            <C>           <C>           <C>
Cash flows from operating
activities:
  Net income (loss)               $  (3,851)        2,421          3,094        (5,567)       (3,903)
  Adjustments to reconcile
   net income (loss) to net
   cash provided by (used in)
   operating activities:
   Undistributed earnings of
     subsidiaries                    (2,421)       (3,094)             -         5,515             -
   Depreciation and
     amortization                       532         4,738          2,933             -         8,203
   Provision for losses on
     accounts receivable                  -           150            109             -           259
   Deferred income taxes                (85)          517           (679)            -          (247)
  Change in assets and
  liabilities:
   Accounts and notes                    41        (1,341)          (808)            -        (2,108)
     receivable
   Inventories                            -         4,655            471            54         5,180
   Prepaid expenses and other
     current assets                    (397)          243            425             -           271
   Accounts payable - trade
     and other current
     liabilities                       (465)        2,646          2,105             -         4,286
   Income taxes payable                 165          (124)         1,123             -         1,164
                                  ----------     ---------      ---------    ----------     ---------
     Net cash provided by
      (used in) operating
      activities                     (6,481)       10,811          8,773             2        13,105
                                  ----------     ---------      ---------    ----------     ---------

Cash flows from investing
activities:
  Capital expenditures               (1,404)       (1,513)        (1,169)            -        (4,086)
  Other investing activities            (51)           23              -            (2)          (30)
                                  ----------     ---------      ---------    ----------     ---------
     Net cash used in
     investing activities            (1,455)       (1,490)        (1,169)           (2)       (4,116)
                                  ----------     ---------      ---------    ----------     ---------

Cash flows from financing
activities:
  Payments under line of
    credit arrangements                   -             -         (2,233)            -        (2,233)
  Borrowings under revolving
    credit facility                  47,760             -              -             -        47,760
  Payments under revolving
    credit facility                 (52,950)            -              -             -       (52,950)
  Advances - affiliated
    companies                        12,662        (8,962)        (3,700)            -             -
  Other financing activities              -             -           (148)            -          (148)
                                  ----------     ---------      ---------    ----------     ---------
   Net cash provided by (used
   in) financing activities           7,472        (8,962)        (6,081)            -        (7,571)
                                  ----------     ---------      ---------    ----------     ---------
Effects of exchange rate
changes in cash                         105             -           (219)            -          (114)
                                  ----------     ---------      ---------    ----------     ---------
   Net increase (decrease) in
     cash                              (359)          359          1,304             -         1,304
Cash at beginning of year             1,769        (1,769)         5,686             -         5,686
                                  ----------     ---------      ---------    ----------     ---------
Cash at end of period             $   1,410        (1,410)         6,990             -         6,990
                                  ==========     =========      =========    ==========     =========
</TABLE>




              Notes to consolidated condensed financial statements

<PAGE>

                                 WORLDTEX, INC.
            Note 3 - Supplemental Consolidating Financial Information
                             (Dollars in thousands)


Consolidating Statements of Cash Flows
Six Months Ended June 30, 1999
<TABLE>
<CAPTION>
                                               Guarantor     Non-Guarantor
                                                Domestic       Foreign
                              WORLDTEX, INC.  SUBSIDIARIES   SUBSIDIARIES  ELIMINATIONS  CONSOLIDATED
                              --------------  ------------   ------------  ------------  ------------

<S>                               <C>             <C>             <C>           <C>          <C>
Cash flows from operating
activities:
  Net income                      $   2,075         4,425          3,059        (7,484)        2,075
  Adjustments to reconcile
   net income to net cash
   provided by (used in)
   operating activities:
   Undistributed earnings of
     subsidiaries                    (4,425)       (3,059)             -         7,484             -
   Depreciation and
     amortization                        12         4,833          2,879             -         7,724
   Provision for losses on
     accounts receivable                  -            93            210             -           303
   Deferred income taxes             (1,582)          828            328             -          (426)
  Change in assets and
  liabilities:
   Accounts and notes
     receivable                           -       (11,886)          (136)            -       (12,022)
   Inventories                            -        (3,856)          (284)            -        (4,140)
   Prepaid expenses and other
     current assets                    (955)          102            398             -          (455)
   Accounts payable - trade
     and other current
     liabilities                     (1,245)        6,125          2,959             -         7,839
   Income taxes payable                  29           424           (183)            -           270
                                  ----------     ---------      ---------    ----------     ---------
     Net cash provided by
      (used in) operating
      activities                     (6,091)       (1,971)         9,230             -         1,168
                                  ----------     ---------      ---------    ----------     ---------

Cash flows from investing
activities:
  Capital expenditures               (1,876)       (4,650)        (2,322)            -        (8,848)
  Acquisitions, net of cash
  acquired                           (2,250)            -              -         2,250             -
  Other investing activities            589         1,652            (88)            -         2,153
                                  ----------     ---------      ---------    ----------     ---------

   Net cash used in investing
     activities                      (3,537)       (2,998)        (2,410)        2,250        (6,695)
                                  ----------     ---------      ---------    ----------     ---------
Cash flows from financing
activities:
  Borrowings under line of
    credit arrangements                   -             -            367             -           367
  Borrowings under revolving
    credit facility                  38,250             -              -             -        38,250
  Payments under revolving
    credit facility                 (29,000)            -              -             -       (29,000)
  Payments under long-term
    loans                                 -             -         (1,520)            -        (1,520)
  Advances - affiliated
    companies                        (4,465)        4,961           (742)          246             -
  Other financing activities          2,247             -          2,574        (2,246)        2,575
                                  ----------     ---------      ---------    ----------     ---------
   Net cash provided by
   financing activities               7,032         4,961            679        (2,000)       10,672
                                  ----------     ---------      ---------    ----------     ---------
Effects of exchange rate
changes in cash                           -             -           (780)         (250)       (1,030)
                                  ----------     ---------      ---------    ----------     ---------
   Net increase (decrease) in
     cash                            (2,596)           (8)         6,719             -         4,115
Cash at beginning of year             2,596            14          4,105             -         6,715
                                  ----------     ---------      ---------    ----------     ---------
Cash at end of period             $       -             6         10,824             -        10,830
                                  ==========     =========      =========    ==========     =========
</TABLE>

             Notes to consolidated condensed financial statements
<PAGE>

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

Note 4 - 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 is expected to be borrowed  before  September  15,  2000,  upon
satisfaction  of  certain  conditions.  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.  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 July 31, 2000,  $10.7 million was available for borrowing under the revolving
credit facility.

Note 5 - Newly Issued  Accounting  Guidance

      The SEC has issued  Staff  Accounting  Bulletin  No. 101 ("SAB  101"),  as
amended on June 26, 2000, titled "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.  However,  the SEC has recently  indicated that it intends to issue
further  guidance with respect to adoption of specific  issues  addressed by SAB
101.  Until such time as this  additional  guidance  is issued,  the  Company is
unable to assess the  impact,  if any,  it may have on the  Company's  financial
statements and current disclosures.

<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:

<TABLE>
<CAPTION>
                                   Three Months Ended   Six Months Ended
                                        June 30,            June 30,

                                    2000       1999      2000      1999
                                    ----       ----      ----      ----

<S>                                 <C>        <C>       <C>       <C>
Net sales                           100.0%     100.0%    100.0%    100.0%
                                    ------     ------    ------    ------

Gross margin                         17.1%      18.4%     15.7%     17.8%
                                     -----      -----     -----     -----

Selling & administrative expense     11.1%       8.5%      9.4%      8.0%
Goodwill amortization                 1.1%        .9%      1.1%       .9%
                                      ----        ---      ----       ---

Operating profit                      4.9%       9.0%      5.2%      8.9%

Interest expense                      7.8%       6.9%      7.4%      6.6%

Other income (expense) - net          (.4%)       .7%      (.1 %)    -. %
                                      -----       ---      ------    ----

Income (loss) before income taxes    (3.3%)      2.8%     (2.3%)     2.3%
                                     ======      ====     ======     ====
</TABLE>

COMPARISON OF THE THREE MONTHS ENDED JUNE 30, 2000 AND JUNE 30, 1999

      For the quarter  ended June 30, 2000,  sales  decreased by $6.0 million or
8.2% to $67.6  million,  compared  with $73.6  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
$31.4 million in the current and prior year quarter.  Covered elastic yarn sales
were $36.2 million for the quarter compared with $42.2 million in the prior year
quarter,  a decline of 14.2%. The decline was due primarily to reduced pantyhose
demand as well as continued currency issues in Europe.

      Gross profit for the three months ended June 30, 2000 was $11.6 million or
17.1%,  compared  to $13.5  million  or 18.4% for the same  period in 1999.  The
decrease was due to reduced sales, 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 three months ended June 30, 2000 were $8.2 million or 12.2%
of sales,  as compared  to $6.9  million or 9.4% of sales for the same period in
1999.  The  increase  primarily  relates  to  professional  fees for  management
information

<PAGE>

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

system implementation.  As a result,  operating income was $3.3 million and $6.6
million  for  the  three   months  ended  June  30,  2000  and  June  30,  1999,
respectively.

      Other  income and  expense,  net,  for the  quarter  was an expense of $.2
million,  compared  with  income of $.5  million  in the prior year  quarter,  a
decrease of $.7 million. The net expense in 2000 relates principally to currency
losses,  and the 1999 quarter income  resulted  primarily from foreign  currency
gains  relating  to certain  intercompany  financing  transactions  that  offset
currency losses.

      Interest  expense for the three months ended June 30, 2000  increased from
the  corresponding  period in 1999 by $.2 million due to higher  borrowing costs
under the Company's domestic credit facility related to the rising interest rate
environment and increased margins payable for domestic borrowings as a result of
the Company's financial performance.

      The  Company  recorded  a $1.5  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 $2.8  million
compared with net income of $1.3 million in the prior year quarter. Diluted loss
per share was $.20 for the 2000 three month period  compared with income of $.09
per share in 1999.

COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 2000 AND JUNE 30, 1999

      For the six months ended June 30, 2000,  sales  decreased by $10.1 million
or 6.7%,  compared to the six months  ended June 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 $65.2 million for
the six months  ended June 30,  2000,  compared  to $63.4  million  for the same
period of 1999,  an increase of 2.8%.  Covered  elastic yarn revenues were $76.3
million for the six months ended June 30, 2000,  which were 13.5% below revenues
of $88.2  million for the same period in 1999.  The decline was due primarily to
reduced pantyhose demand as well as continued currency issues in Europe.

      Gross profit for the six months  ended June 30, 2000 was $22.2  million or
15.7%,  compared  to $27.0  million  or 17.8% 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 six months ended June 30, 2000 were
$14.8  million or 10.5% of sales,  as compared to $13.6 million or 8.9% of sales
for the same period in 1999. As a result,  operating income was $7.3 million and
$13.4  million  for the six  months  ended  June 30,  2000  and  June 30,  1999,
respectively.

      Interest  expense for the six months ending June 30, 2000  increased  from
the  corresponding  period in 1999 by $.5 million due to higher  borrowing costs

<PAGE>

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

under the Company's domestic credit facility related to the rising interest rate
environment and increased 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 $2.6  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 six  months of 2000 was
$3.9  million,  compared with net income of $2.1 million in the first six months
of 1999.  Diluted loss per share was $.27 for the 2000 six month period compared
with income of $.15 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 $7.0 million at June 30, 2000, representing a net increase of
$1.3 million for the six months then ended. Cash flows from operating activities
and from  financing  activities  are the  principal  indicators of the Company's
liquidity. During the first six months of 2000, $13.1 million was generated from
operating  activities  as a result  of 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 six  months of 2000,  $4.1  million  was  utilized  for the  purchase  and
upgrading of equipment and facilities.  The Company anticipates that its capital
expenditures  during  2000  will  approximate  $10  million,  primarily  for the
purchase of equipment.

      EBITDA  represents  operating profit plus  depreciation and  amortization.
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 June 30,  2000 and 1999 was $7.5  million and $10.4
million,  respectively,  and for the six month  periods  ended June 30, 2000 and
1999 was  $15.5  million  and  $21.2  million,  respectively.  Depreciation  and
amortization  for the three month  periods ended June 30, 2000 and 1999 was $4.2
million and $3.8 million, respectively, and for the six month periods ended June
30, 2000 and 1999 was $8.2 million and $7.7 million, respectively.

      Working  capital was $65.6  million at June 30, 2000 and $47.4  million at
December 31, 1999, reflecting an increase of $18.2 million and current ratios of
2.5 and 1.7 at June 30, 2000 and December 31, 1999.

      The  Company's  domestic  revolving  credit  facility as of June 30, 2000,
which was terminated on July 25, 2000,  provided for revolving credit borrowings
in an  aggregate  principal  amount  of up to $25.0  million.  Loans  under  the

<PAGE>

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

revolving  credit  facility  bore  interest at rates based upon a base rate (the
higher of the Bank of  America,  N.A.  prime rate or the  Federal  Funds  rate),
certificates  of  deposit  rates  or  Eurodollar  rates,  in each  case  plus an
applicable margin.  Loans under the revolving credit facility were guaranteed by
all U.S.  subsidiaries  of the Company and were secured by liens on the accounts
receivable and inventory of the Company and its U.S.  subsidiaries,  100% of the
outstanding  capital stock of the  Company's  U.S.  subsidiaries  and 65% of the
outstanding  capital  stock of each of the  non-U.S.  subsidiaries.  At June 30,
2000,  Worldtex was not in compliance with financial  covenants  relating to the
leverage ratio,  interest  coverage ratio, and minimum tangible net worth of the
domestic credit facility that was terminated on July 25, 2000. The $19.7 million
outstanding balance under the domestic credit facility was classified as current
installments of long-term debt as of June 30, 2000.

      At June 30, 2000, the Company had  indebtedness  of $19.7 million and $5.3
million was available for future  borrowings under the domestic credit facility.
In addition,  at such date the Company's foreign  subsidiaries had $17.3 million
of U.S. dollar  equivalent  credit  availability  under bank lines of credit, of
which $4.2 million was  outstanding  as of June 30, 2000.  The most  restrictive
covenant of the  Indenture  for the  Company's 9 5/8% Senior  Notes (the "9 5/8%
Notes") limits short-term  borrowings by the Company's foreign subsidiaries to a
total of $15.0 million, excluding certain existing indebtedness.

      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 is expected to be borrowed  before  September  15,  2000,  upon
satisfaction  of  certain  conditions.  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.  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 July 31, 2000,  $10.7 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% Notes.  The  Company's
domestic  credit facility  requires that,  after giving effect to the payment of
interest on the 9 5/8% Notes, the Company must have additional  unused borrowing

<PAGE>

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

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.  As a result,  the  Company is  reviewing
various  alternatives  for  restructuring  its domestic debt and has engaged the
investment  banking  firm  Houlihan  Lokey  Howard & Zukin to  evaluate  various
strategic  alternatives.  The Company believes that it has adequate liquidity to
continue to meet its other  short-term  obligations,  including  trade payables,
absent significant changes in the terms of those obligations.

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.

<PAGE>

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

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      There has been no  significant  change in market risk during the first six
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 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      The Company held its annual  meeting of  stockholders  on May 24, 2000. At
the meeting,  the following  persons were elected as directors of the Company by
the votes indicated below:

<TABLE>
<CAPTION>
NAME                           AUTHORITY FOR     WITHHELD
----                           -------------     --------
<S>                              <C>           <C>
Salim M. Ibrahim                 8,862,209     1,611,373
Barry D. Setzer                  8,858,994     1,614,588
</TABLE>

      In  addition,  the terms as  directors  of the Company of Claude D. Egler,
John B. Fraser,  Willi Roelli,  and John K. Ziegler  continued  after the annual
meeting.

      Also submitted to a vote of the  stockholders  were certain  amendments to
the Company's 1992 Stock Incentive Plan. These amendments were adopted by a vote
of 6,824,516 shares for, 3,628,829 shares against,  20,237 shares abstaining and
no broker non-votes.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

   (a)   Exhibits

         Exhibit No.    Description

         27.1           Financial Data Schedule (filed with EDGAR only)

   (b)   Reports on Form 8-K

         During the quarter  ended June 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: August 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
                                                     Treasurer and Secretary;
                                                     Acting Chief Financial
                                                     Officer