FORM 10-Q/A
    

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

                 For the quarterly period ended January 30, 1998

                                       OR

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

           For the transition period from ____________ to ____________

                         Commission File Number - 1-6797


                             TEXFI INDUSTRIES, INC.
 ----------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


            Delaware                           56-0795032
-------------------------------          ------------------------------
(State or other jurisdiction of     (I.R.S. Employer Identification No.) 
incorporation or organization)                       

   
              1430 Broadway, 13th Floor, New York, New York 10018
    
------------------------------------------------------------------------
                    (Address of principal executive offices)
                                   (ZIP Code)
   

                                 (212) 930-7200
    
-------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


                  Number of shares of Common Stock outstanding
                         at March 16 , 1998 - 8,859,098
                            ---------------   ---------


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
                                       ------    --------


<PAGE>


                             TEXFI INDUSTRIES, INC.
                             ----------------------
   
                          QUARTERLY REPORT ON FORM 10-Q/A
    
                          ------------------------------
                     FOR THE QUARTER ENDED JANUARY 30, 1998
                     ---------------------------------------

                         PART I - FINANCIAL INFORMATION
                         ------------------------------

   
NOTE:  This Form 10-Q/A for the quarter ended January 30, 1998 is being filed 
together with Form 10-K/A for the year ended October 31, 1997 in order to 
reflect restatement of the financial statements for the first fiscal quarter of 
1998 and the fourth quarter of 1997. Items 1 and 2, as well as Exhibit 11 are 
amended. Other items are not amended and are not included in this filing.
    



Item 1.  Consolidated Financial Statements
   
         Texfi Industries, Inc. (the Company") has prepared the consolidated
financial statements included herein, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. The consolidated balance
sheet as of October 31, 1997 has been taken from the audited financial
statements as of that date. Certain information and note disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading. It is suggested that these
consolidated financial statements be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's latest Annual
Report on Form 10-K/A.
    
     The consolidated financial statements included herein reflect all
adjustments (none of which are other than normal recurring accruals) which are,
in the opinion of management, necessary for a fair presentation of the
information included. Operating results for the thirteen-week period ended
January 30, 1998 are not necessarily indicative of the results that may be
expected for the year ended October 30, 1998. The following consolidated
financial statements are included:

         Consolidated Statements of Income for the thirteen weeks ended January
30, 1998 and January 31, 1997

         Consolidated Balance Sheets as of January 30, 1998 and October 31, 1997

         Consolidated Statements of Cash Flows for the thirteen weeks ended
January 30, 1998 and January 31, 1997

         Condensed Notes to Consolidated Financial Statements

                                       2
<PAGE>


                             TEXFI INDUSTRIES, INC.
                             ----------------------

                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                -------------------------------------------------
                      (in thousands, except per share data)

   
                                          Thirteen Weeks Ended
                                          ----------------------
                                        January 30,     January 31,
                                           1998            1997
                                        ----------      ----------
                                         Restated
Net Sales ...........................   $   41,776      $   48,545

Cost and Expenses:
  Cost of goods sold ................       36,494          41,263
  Selling, general and admin. .......        2,872           3,555
                                        ----------      ----------
    Total ...........................       39,366          44,818
                                        ----------      ----------

Operating Income ....................        2,410           3,727

Other Expense (Income):
  Interest ..........................        2,154           2,521
  Equity in loss of joint venture....           --             164

  Impairment of note receivable......        1,154             --

  Other, net ........................           (1)            (26)
                                        ----------       ---------
    Total ...........................        3,307           2,659
                                        ----------       ---------

(Loss) Income before Income Taxes....         (897)          1,068

Provision for Income Taxes...........           --              21
                                         ---------       ---------

Net (Loss) Income ...................   $     (897)      $    1,047
                                        ==========      ==========

Net (Loss) Income per Share:

  Basic..............................   $     (.10)     $      .12
                                        ==========      ==========

  Diluted............................   $     (.10)     $      .12
                                        ==========      ==========

    



See Notes to Consolidated Financial Statements on page 6.


                                       3

<PAGE>


                             TEXFI INDUSTRIES, INC.
                             ----------------------
                           CONSOLIDATED BALANCE SHEETS
                           ----------------------------
                                 (in thousands)
   
                                           (Unaudited)
                                          January  30,      October 31,
                                              1998            1997
                                           -----------    --------
                                            Restated      Restated
ASSETS

CURRENT ASSETS:
   Cash and cash equivalents ...............  $     311         1,434
   Receivables:
      Due from factor........................    25,912        35,494
      Trade..................................     6,370         4,486
      Other .................................       373           815
   Inventories ..............................    18,851        19,914
   Prepaid Expenses..........................     2,822         1,355
                                                -------       -------
     Total...................................    54,639        63,498

PROPERTY, PLANT AND EQUIPMENT - Net .........    27,897        28,254
PROPERTY, PLANT AND EQUIPMENT HELD FOR
  DISPOSAL - Net ............................     1,828         3,318
OTHER ASSETS ................................     1,753         1,627
                                               --------      --------
                                               $ 86,117      $ 96,697
                                               ========      ========

LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES:
   Current maturities of long-term debt .....  $  6,350      $  5,015
   Current maturities of sub. debt...........     3,000         1,200
   Accounts payable .........................    20,960        28,110
   Other liabilities.........................     3,241         3,037
                                               --------      --------
      Total..................................    33,551        37,362

REVOLVING CREDIT LINE........................    31,280        33,919
LONG-TERM DEBT ..............................     4,000         5,500
SUBORDINATED DEBENTURES .....................    33,822        35,631
OTHER LONG-TERM OBLIGATIONS .................       255           175

COMMON SHAREHOLDERS' DEFICIT:
   Common stock, $1.00 par value ............     8,859         8,859
   Additional paid-in capital ...............    25,534        25,534
   Accumulated deficit.......................   (51,179)      (50,283)
                                               --------       -------
      Total..................................   (16,786)      (15,890)
                                               --------      --------
                                               $ 86,117      $ 96,697
                                               ========      ========

    

See Notes to Consolidated Financial Statements on page 6.

                                       4


<PAGE>


                             TEXFI INDUSTRIES, INC.               
                             -----------------------

                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                -------------------------------------------------
                                 (in thousands)
   
                                                 Thirteen Weeks Ended
                                                 -------------------------
                                                 January 30,    January 31,
                                                    1998           1997
                                                   -------       ------
                                                  Restated       
OPERATING ACTIVITIES
  Net (loss) income ........... ..................  $  (897)    $ 1,047
  Adjustments to reconcile net (loss) income to
    net cash provided by operating activities:
    Equity in loss of joint venture ..............      --          164
    Impairment of note receivable.................    1,154         --
    Depreciation & amortization ..................    1,438       1,249
    Provision for losses on accounts receivable ..      --          126
    Gain on disposition of property,
      plant and equipment.........................       (1)        (14)
    Change in operating assets and liabilities:
      Accounts receivable ........................    8,140       1,353
      Inventories ................................    1,063         408
      Prepaid and other assets ...................   (1,437)       (603)
      Accounts payables and other liabilities ....   (6,870)      1,116
                                                     ------     -------
   NET CASH PROVIDED BY
   OPERATING ACTIVITIES ..........................    2,590       4,846
                                                     ------     -------

INVESTING ACTIVITIES
  Purchases of property, plant and equipment .....     (894)     (3,101)
  Proceeds from sale of property, plant and
    equipment.....................................    1,490       3,121
                                                     ------     -------
   NET CASH PROVIDED BY
   INVESTING ACTIVITIES ..........................      596          20
                                                     ------     -------

FINANCING ACTIVITIES
   Payments on long-term debt obligations ........     (175)      (1,643)
   Net repayments on Revolver Debt ...............   (2,638)      (2,581)
   Investment in joint venture ...................   (1,154)        (434)
   Capitalized loan costs.........................     (342)         (80)
                                                    -------      -------
  NET CASH USED IN
  FINANCING ACTIVITIES ...........................   (4,309)     (4,738)
                                                    --------    -------

DECREASE (INCREASE)IN CASH AND CASH EQUIVALENTS ..   (1,123)        128

Cash and cash equivalents at beginning of period .    1,434         418
                                                    -------     -------

    CASH AND CASH EQUIVALENTS AT END OF PERIOD ... $    311     $   546
                                                   ========     =======
    


See Notes to Consolidated Financial Statements on page 6.


                                       5


<PAGE>


                             TEXFI INDUSTRIES, INC.
                             ----------------------

              CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              ----------------------------------------------------
                                January 30, 1998

1. Details of certain balance sheet captions are as follows (in thousands):

                                               January 30, October 31,
                                                  1998        1997
                                                ----------   ---------
1. INVENTORIES:
  Finished goods .............................  $  3,776     $  5,225
  Goods in process ...........................    10,357       10,092
  Raw materials ..............................     2,837        2,845
  Supplies ...................................     2,637        2,595
                                                --------     --------
       Total .................................    19,607       20,757
  Less reserves ..............................       756          843
                                                --------     --------
       Inventories-net........................  $ 18,851     $ 19,914
                                                ========     ========

PROPERTY, PLANT AND EQUIPMENT:
  Land and land improvements .................  $  2,220     $  2,220
  Buildings ..................................    16,019       16,019
  Machinery, equipment, etc. .................    59,059       59,042
  Construction in progress ...................     1,968        1,143
                                                --------     --------
       Total .................................    79,266       78,424
  Less accumulated depreciation ..............    51,369       50,170
                                                --------     --------
       Property, plant and equipment-net .....  $ 27,897     $ 28,254
                                                ========     ========

LONG-TERM DEBT:
  Term loan with variable interest ..........   $10,000     $ 10,000
  Term loans at 6.75%........................       350          515
                                                -------      -------
      Total .................................    10,350       10,515
  Less current maturities ...................     6,350        5,015
                                                -------      -------
      Due after one year ....................   $ 4,000      $ 5,500
                                                =======      =======

SUBORDINATED DEBENTURES:
   Senior Subordinated Debentures, 8 3/4%
    due August 1, 1999........................  $ 34,391     $ 34,400
   Subordinated Extendible Debentures,
    11%, due April 1, 2000 (Series C).........     2,431        2,431
                                                 -------      -------
   Total .....................................    36,822       36,831
    Less current maturities...................     3,000        1,200
                                                --------     --------
   Due after one year.........................  $ 33,822     $ 35,631
                                                ========     ========



                                       6

<PAGE>



2.       Statement of Financial Accounting Standards ("SFAS") 128 "Earnings per
         Share" replaced the previously computed primary and fully diluted
         earnings per share ("EPS") with basic and diluted EPS. Unlike primary
         EPS, basic EPS excludes any dilutive effects of options, warrants, or
         convertible securities. Diluted EPS includes the dilutive effect of
         such items. The prior period basic EPS has been recalculated to conform
         with SFAS 128 provisions with no material change.

3.       At January 30, 1998, shares of common stock were reserved for possible
         issuance as follows:


         Stock options .....................................    858,099
         Stock options granted to an entity owned by
             certain Company executive officers.............    600,000
         1990 Executive Stock Purchase Plan ................    283,892
         Directors' Deferred Stock Compensation Plan ......       57,15
                                                              ---------
          Total ...........................................   1,799,144
                                                              =========


4.       The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the amounts reported in these financial
         statements and accompanying footnotes. Actual results may differ from
         those estimates and assumptions.

   
5.       Subsequent to the issuance of the Company's Quarterly Report on Form
         10-Q, the Company determined that there had been an other than
         temporary impairment to the note receivable issued on December 18, 1997
         in consideration for the Company's 50% ownership interest in its joint
         venture, Rival Sport, LLC ("Rival"). As a result of discussions with
         the staff of the SEC, due to continued and anticipated future losses of
         Rival and in light of the terms of the note received from the sale of
         Rival; the Company restated its 1997 financial statements to reflect an
         impairment of $3.4 million against the net investment in Rival as of
         October 31, 1997. In addition, the Company has restated its first
         quarter 1998 financial statements to reserve an additional $1.1 million
         against the note receivable. This restatement resulted in reductions of
         the previously reported net income and accumulated deficit by $1.1
         million and the note receivable by $4.5 million. Additionally, the 1998
         first quarter net income per share of $.03 has been reduced to a $.10
         net loss per share.

    
                                       7


<PAGE>


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



RESULTS OF OPERATIONS

         Net sales for the thirteen weeks ended January 30, 1998 decreased to
$41,776,000 as compared to net sales of $48,545,000 for the thirteen weeks ended
January 31, 1997. This $6,769,000 (14.0%) decrease resulted from both a decline
in the Texfi Blends division net sales of $2.6 million caused by lower demand
from fabric manufacturers and the divestiture of the Texfi knitted narrow
fabrics business which generated $4.2 million in net sales in the first quarter
of 1997.

         For the comparable thirteen-week period, cost of goods sold, as a
percentage of net sales, increased 2.4% from 85.0% in 1997 to 87.4% in 1998. The
first quarter 1998 increase was caused primarily by fixed manufacturing costs
increasing as a % of net sales as the Company operated at a reduced schedule in
order to avoid increasing inventory levels to accommodate the December holiday
season and lower January orders as compared to the prior year.

         Selling, general and administrative expenses ("SG&A") decreased from
7.3% to 6.9% as a percentage of net sales for the thirteen weeks ended January
30, 1998 as compared to the same period in 1997. The decrease reflected
reductions in fixed marketing costs which were implemented in the third quarter
of 1997 and the divestiture of the knitted narrow fabrics business which more
than offset higher management consulting fees.

         Interest expense for the first quarter of 1998 decreased $367,000
(14.6%) as compared to the first quarter of 1997 due to a $13.3 million
reduction in total indebtedness during the twelve month period from January 31,
1997 through January 30, 1998 as well as lower borrowing rates associated with
the amended and restated credit facility.

                                       8
<PAGE>


   
         The 1997 first quarter includes $164,000 equity in loss of joint
venture which represented the Company's 50% participation in Rival entered into
with NHL Enterprises to market and source a branded line of hockey-related
apparel. As a condition precedent to the Company's amending and restating its
credit facility, the Company was required to divest its interest in Rival and
accordingly, on December 18, 1997, the Company sold its Rival ownership interest
to an entity affiliated with certain Company executive officers in consideration
for the issuance by the buyer to the Company of a secured $4.5 million ten-year
balloon note which bears interest at 5.0% per annum and which requires
prepayments from a portion of cash distributions, if any, that the buyer may
receive from Rival. As a result of discussions with the staff of the SEC, due to
continued and anticipated future losses at Rival and in light of the terms of
the note received from the sale of Rival; the Company has restated its 1998
first quarter financial statements in order to reserve an additional $1.1
million against its note receivable. As of January 30, 1998, the reserve equaled
$4.5 million, the face amount of the note.

    

Financial Condition:

         During 1998 and 1997, the Company's business exhibited seasonality,
primarily due to temporary plant shutdowns during the Christmas/New Year's
holiday season. As a result, sales have generally been lower in the first
quarter of the fiscal year than in subsequent quarters while cash requirements
increase due to the seasonal timing of certain cash payments.

         Working capital is comprised chiefly of inventories and accounts
receivable. At January 30, 1998, working capital equaled $21.1 million, a
decrease of $5.0 million from the year ended October 31, 1997. This decrease in
working capital is due primarily to decreases in cash ($1.1 million), accounts
receivable ($8.1 million) and inventories ($1.1 million) and an increase in
current maturities of long-term debt and subordinated debentures ($3.1 million)
which more than offset an increase in prepaid expenses ($1.4 million) and a
decrease in accounts payable and other liabilities ($7.0 million).


                                       9

<PAGE>

   

Financial Condition (continued):

         During the first fiscal quarter of 1998, operating activities generated
net cash of $2.6 million. This cash was generated as a result of the $897,000
net loss adjusted for impairment of note receivable of $1.1 million, 
depreciation and amortization of $1.5 million, together with a decrease in 
accounts receivable of $8.1 million and inventories of $1.1 million which offset
increases in prepaid and other assets of $1.4 million and decreases in accounts 
payable and other liabilities of $6.9 million. Cash flow from operations, $1.5 
million in proceeds from the sale of property, plant and equipment and cash on 
hand provided funds to invest $1.1 million in the joint venture, repay long-term
debt of $175,000, purchase property, plant and equipment totaling $894,000, pay 
loan amendment costs of $342,000 and reduce the revolving line of credit 
$2.7 million.
    

                                       

       

   
         On March 15, 1996, the Company entered into a $74.0 million credit
facility consisting of a $19.0 million term loan and a revolving credit line,
which could not exceed $52.0 million. On December 19, 1997, the Company amended
and restated the credit facility. As amended, the credit facility consists of a
$10.0 million term loan payable in sixteen equal installments of $500,000
beginning in February 1998 and a $2.0 million balloon payment due May 31, 1999
and a $45.0 million revolving credit line due to expire in conjunction with the
term loan's balloon payment. The credit facility is secured by substantially all
of the Company's assets. The credit facility provides for the Company to elect
interest rates based upon either a Eurodollar or prime interest rate plus an
established margin. In addition, the Company may elect interest periods ranging
from 30 to 180 days depending upon the interest rate election. The Company is
required to comply with a Minimum EBITDA and Minimum Adjusted Fixed Charge
Coverage Ratio as defined by the facility. The facility imposes restrictions on
the Company's rental expense, additional indebtedness, acquisitions, capital
expenditures, the sale or disposal of assets, and the payment of dividends or
purchase, redemption or distribution on capital stock. As of January 30, 1998, 
the Company was in compliance with all of the facility's covenant requirements 
and had funds available through the revolving credit line approximated $5.5
million.
    
                                       10
     
<PAGE>




   
Financial Condition (continued):
    

         As of January 30, 1998 the Company has approximately $2.4 million of
its Series C Debentures outstanding. The annual interest rate of these
debentures may be adjusted at the sole discretion of the Company on April 1st of
each year until maturity in the year 2000. The Company set the Series C interest
rate at 13% for the period April 1, 1998 through March 31, 1999. The Series C
Debentures are redeemable on April 1st of each year, in whole or in part, at the
option of the holder or the Company for the principal amount thereof plus
accrued interest through the date of redemption. As of March 13, 1998 the last
day for debenture holders to exercise their redemption option, Series C holders
with aggregate principal totaling approximately $55,000 had delivered proper
notice to redeem their debenture(s) as of April 1, 1998.

                                       

       
         As of January 30, 1998, the Company had outstanding approximately $34.4
million of its Senior Subordinated Debentures due August 1, 1999 ("8-3/4%
Debentures"). The 8-3/4% Debentures, which cannot be called prior to their
maturity date, are unsecured obligations. These debentures contain covenants
that place limitations on the use of proceeds from disposal of assets and on the
incurrence of additional indebtedness and senior indebtedness (as defined in the
indenture) if such indebtedness would exceed stated ratios of capitalization and
earnings after such incurrence. The debenture definition of indebtedness does
not include revolver credit line borrowings or operating lease obligations. The
Company is currently prohibited from incurring additional indebtedness.
Debenture holders waived this restriction on the incurrence of additional
indebtedness was waived by debenture holders with respect to the March 15, 1996
credit facility. As a condition to the waiver, the Company executed a Second
Supplemental Indenture dated March 15, 1996 which provided that beginning on the
last business day of September 1998 and continuing on the last business day of
each month thereafter to and including June 1999, the Company will deposit with
the trustee of these debentures $600,000 less an amount equal to 8-3/4%
Debentures repurchased during the period prior to the monthly payment date.
Total deposits, including interest earned thereon, are to be paid as principal
and interest when these debentures are due. As of January 30, 1998, $3.0 million
of deposits due are classified as a current liability.


                                       11
<PAGE>
   
Financial Condition (continued):
    

         The Company plans to place into service $5.3 million of machinery and
equipment during 1998. As of the end of the first quarter, $894,000 had been
expended on machinery and equipment purchases. This equipment primarily will
improve dyeing and finishing capabilities as well as replace older weaving
equipment with new looms in order to improve production speed, efficiency and
product quality and expand styling diversity. Management anticipates that
substantially all of the equipment will be placed into service through operating
leases and thus not included in the Company's balance sheet.

         Management believes cash flows from operations and funds available
under the revolving credit line will provide the Company with sufficient funds
to meet its 1998 cash needs, and, assuming no significant deterioration in
current market conditions or interest rates, for the foreseeable future.


                                       

       

Forward Looking Information:

         Statements contained in the foregoing discussion and elsewhere in this
report that are not based on historical fact are considered "forward looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements are based on management's present assumptions as to
future trends, and changes in current economic trends, prevailing interest
rates, availability and cost of raw materials, laws affecting the Company's
business and similar factors could affect the validity of such assumptions.



                                       12

<PAGE>



                           PART II. OTHER INFORMATION
                           --------------------------

Item 6.  Exhibits and Reports on Form 8-K
-----------------------------------------

     (a) Exhibits

         Exhibits to this report are listed in the accompanying index to
exhibits.

     (b) Reports on Form 8-K

         No reports on Form 8-K were filed during the quarter ended January 30,
1998.



                                       13

<PAGE>


                                   SIGNATURES
                                   ----------

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                              TEXFI INDUSTRIES, INC.
                                   (Registrant)

   

Date:  June 22, 1998         By:S/Robert P. Ambrosini
                                 ------------------
                                   Robert P. Ambrosini
                                   Chief Financial Officer
                                   and Executive Vice President
    

                                       14
<PAGE>


                             TEXFI INDUSTRIES, INC.
                             ----------------------
                                INDEX TO EXHIBITS
                                -----------------

*3(a)(1)          Restated Certificate of Incorporation of Registrant dated
                  August 13, 1969, filed as Exhibit (3)(a)(1) to Registrant's
                  Form 10-K Annual Report for the fiscal year ended October 31,
                  1980.

*3(a)(2)          Certificate of Amendment of Certificate of Incorporation of
                  Registrant dated March 16, 1972, filed as Exhibit (3)(a)(2) to
                  Registrant's Form 10-K Annual Report for the fiscal year ended
                  October 31, 1980.

*3(a)(3)          Certificate of Amendment of Certificate of Incorporation of
                  Registrant dated March 27, 1978, filed as Exhibit (3)(a)(3) to
                  Registrant's Form 10-K Annual Report for the fiscal year ended
                  October 31, 1980.

*3(a)(4)          Certificate of Amendment of Certificate of Incorporation of
                  Registrant dated May 19, 1986, filed as Exhibit 4.4 to
                  Registrant's Form S-8 Registration Statement (No. 33-14697).

*3(a)(5)          Certificate of Amendment of Certificate of Incorporation of
                  Registrant dated March 20, 1987, filed as Exhibit 4.5 to
                  Registrant's Form S-8 Registration Statement (No. 33-14697).

*3(a)(6)          Certificate of Amendment of Certificate of Incorporation of
                  Registrant dated September 28, 1987, filed as Exhibit 4(a)(6)
                  to Registrant's Form S-2 Registration Statement (No.
                  33-16794).

*3(a)(7)          Certificate of Designations of Registrant dated November 20,
                  1987, filed as Exhibit 4(a)(7) to Registrant's Form S-2
                  Registration Statement (No. 33-16794).

*3(a)(8)          Certificate of Designations of Registrant dated March 8,1988
                  filed as Exhibit 4(a)(8) to Registrant's Form S-2 Registration
                  Statement (No. 33-20131).

*3(a)(9)          Certificate of Designations of Registrant dated August 4 1988,
                  filed as Exhibit 4(d)(9) to Registrant's Form 10-Q Quarterly
                  Report for the fiscal quarter ended July 29, 1988.


                                       1

<PAGE>




*3(b)(1)          Bylaws of Registrant, filed as Exhibit 4.6 to Registrant's
                  Form S-8 Registration Statement (No. 33-14697).

*3(b)(2)          Amendment to Bylaws of Registrant, filed as Exhibit 4(b)(2) to
                  Registrant's Form S-2 Registration Statement (No. 33-16794).

*3(b)(3)          Amendment to Bylaws of Registrant adopted by
                  Registrant's Board of Directors on January 18, 1991, filed as
                  Exhibit 3(b)(3) to Registrant's Form 10-K Annual Report for
                  the fiscal year ended November 2, 1990.

*3(b)(4)          Amendment to Bylaws of Registrant adopted by Registrant's
                  Board of Directors on August 31, 1994, filed as Exhibit
                  4(b)(4) to Registrant's Form 10-Q Quarterly Report for the
                  fiscal quarter ended July 29, 1994.

*3(b)(5)          Amendment to Bylaws of Registrant adopted by
                  Registrant's Board of Directors on September 7, 1994, filed as
                  Exhibit 4(b)(5) to Registrant's Form 10-Q Quarterly Report for
                  the fiscal quarter ended July 29, 1994.

*4(a)(1)          Indenture between Registrant and Rhode Island Hospital Trust
                  National Bank, Trustee, with a copy of Subordinated Debentures
                  due April 1, 1995, Series A, Subordinated Debentures due April
                  1, 1995, Series B and Subordinated Extendible Debentures due
                  April 1, 2000, Series C attached, filed as Exhibit 4(f) to
                  Registrant's Form S-2 Registration Statement (No. 33-32485).

*4(a)(2)          Indenture dated September 8, 1993 between Registrant and The
                  First Union National Bank of North Carolina, Trustee, with
                  copy of 8-3/4% Senior Subordinated Debenture due August 1,
                  1999, filed as Exhibit 4(c)(2) to Registrant's Form 10-Q
                  Quarterly Report for the fiscal quarter ended July 30, 1993.

*4(a)(3)          First Supplemental Indenture dated as of March 10, 1995,
                  between Registrant and First Union National Bank of North
                  Carolina, as Trustee, filed as Exhibit 4(a)(1) to Registrant's
                  Form 8-K Current Report as of March 15, 1996.


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<PAGE>



*4(a)(4)          Second Supplemental Indenture dated as of March 15, 1996,
                  between Registrant and First Union National Bank of North
                  Carolina, as Trustee, filed as Exhibit 4(a)(2) to Registrant's
                  Form 8-K Current Report as of March 15, 1996.

*4(b)(1)          Specimen Common Stock ($1 par value) certificates, filed as
                  Exhibit 4.01 to Amendment No. 2 to Registrant's Form S-1
                  Registration Statement (No. 2-41653).

*4(c)(1)          Rights Agreement dated July 22, 1988 between Registrant and
                  The First Union National Bank of North Carolina, as Rights
                  Agent, filed as Exhibit 1 to Registrant's Form 8-K Current
                  Form dated July 22, 1988.

*4(c)(2)          Form of Rights Certificate, filed as Exhibit B to Exhibit 1 to
                  Registrant's Form 8-K Current Form dated July 22, 1988.

*4(c)(3)          Amendment to Rights Agreement between Registrant and
                  The First Union National Bank of North Carolina dated October
                  31, 1988, filed as Exhibit 4(e)(3) to Registrant's Form S-2
                  Registration Statement (No. 33-32485).

*4(c)(4)          Second Amendment to Rights Agreement dated May 24, 1994
                  between Registrant and The First Union National Bank of North
                  Carolina, as Rights Agent, filed as Exhibit 4(e)(4) to
                  Registrant's Form 10-Q Quarterly Report for the fiscal quarter
                  ended April 29, 1994.

*4(c)(5)          Third Amendment to Rights Agreement dated December 16, 1994
                  between Registrant and The First Union National Bank of North
                  Carolina, as Rights Agent, filed as Exhibit 4(c)(5) to
                  Registrant's Form 10-K Annual Report for the fiscal year ended
                  October 28, 1994.

*4(d)(1)          Credit agreement dated as of March 15, 1996 among Registrant,
                  as Borrower, certain Lenders referred to therein, NationsBank,
                  N.A., as Agent, and NationsBanc Commercial Corporation, as
                  Disbursing Agent, filed as Exhibit 2(a)(1) to Registrant's
                  Form 8-K Current Report as of March 15, 1996.



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<PAGE>



*4(d)(2)          Security Agreement dated as of March 15, 1996 between
                  Registrant, as Grantor, and NationsBank, N.A., as Agent for
                  certain Lenders referred to therein, and NationsBanc
                  Commercial Corporation, as Disbursing Agent, filed as Exhibit
                  2(a)(2) to Registrant's Form 8-K Current Report as of March
                  15, 1996.

*4(d)(3)          Form of Deed of Trust and Security Agreement (North
                  Carolina property) dated as of March 15, 1996 between
                  Registrant, as Grantor, TIM, Inc., as Trustee, and
                  NationsBank, N.A., as Beneficiary and Agent for certain
                  Lenders referred to therein, and NationsBanc Commercial
                  Corporation, as Disbursing Agent, filed as Exhibit 2(a)(3) to
                  Registrant's Form 8-K Current Report as of March 15, 1996.

*4(d)(4)          Form of Mortgage and Security Agreement (South Carolina
                  property) dated as of March 15, 1996 between Registrant, as
                  Grantor, and NationsBank, N.A., as Beneficiary and Agent for
                  certain Lenders referred to therein, and NationsBanc
                  Commercial Corporation, as Disbursing Agent, filed as Exhibit
                  2(a)(4) to Registrant's Form 8-K Current Report as of March
                  15, 1996.

*4(d)(5)          Deed to Secure Debt and Security Agreement (Georgia
                  property) dated as of March 15, 1996 between Registrant, as
                  Grantor, and NationsBank, N.A., as Beneficiary and Agent for
                  certain Lenders referred to therein, and NationsBanc
                  Commercial Corporation, as Disbursing Agent, filed as Exhibit
                  2(a)(5) to Registrant's Form 8-K Current Report as of March
                  15, 1996.

*4(d)(6)          Form of Assignment of Factoring Proceeds dated as of March 15,
                  1996, filed as Exhibit 2(a)(6) to Registrant's Form 8-K
                  Current Report as of March 15, 1996.

*4(d)(7)          First Amendment dated May 10, 1996 to the Credit Agreement
                  dated as of March 15, 1996 among Registrant, as Borrower,
                  certain Lenders referred to therein, NationsBank, N.A., as
                  Agent, and NationsBanc Commercial Corporation, as Disbursing
                  Agent, filed as Exhibit 2(a)(7) to Registrant's Form 10-Q
                  dated May 3, 1996.


                                       4


<PAGE>



*4(d)(8)          Waiver Agreement dated June 14, 1996 to the Credit
                  Agreement dated as of March 15, 1996 among Registrant, as
                  Borrower, certain Lenders, referred to therein, NationsBank,
                  N.A., as Agent, and NationsBanc Commercial Corporation, as
                  Disbursing Agent, filed as Exhibit 2(a) (8) to Registrant's
                  Form 10-Q dated May 3, 1996.

*4(d)(9)          Second Amendment dated September 12, 1996 to the Credit
                  Agreement dated as of March 15, 1996 among Registrant, as
                  Borrower, certain Lenders referred to therein, NationsBank,
                  N.A., as Agent, and NationsBanc Commercial Corporation, as
                  Disbursing Agent, filed as Exhibit 2(a)(9) to Registrant's
                  From 10-Q dated August 2, 1996.

*4(d)(10)         Third Amendment dated January 30, 1997 to the Credit
                  Agreement dated as of March 15, 1996 among Registrant, as
                  Borrower, certain Lenders referred to therein, NationsBank,
                  N.A., as Agent, and NationsBanc Commercial Corporation, as
                  Disbursing Agent, filed as Exhibit 4(d)(10) to Registrant's
                  Form 10-Q dated January 31, 1997.

*4(d)(11)         Waiver and Consent Agreement dated June 12, 1997 to the Credit
                  Agreement dated March 15, 1996 among Registrant, as Borrower,
                  certain Lenders referred to therein, and NationsBank, N.A., as
                  Agent, filed as Exhibit 4(d)(11) to Registrant's Form 10-Q for
                  the fiscal quarter ended August 1, 1997.

*4(d)(12)         Fourth Amendment dated June 19, 1997 to the Credit Agreement
                  dated March 15, 1996 among Registrant, as Borrower, certain
                  Lenders referred to therein, and NationsBank, N.A., as Agent,
                  filed as Exhibit 4(d)(12) to Registrant's Form 10-Q filed for
                  the fiscal quarter ended August 1, 1997.

*4(d)(13)         Fifth Amendment dated October 8, 1997 to the Credit Agreement
                  dated March 15, 1996 among Registrant, as Borrower, certain
                  Lenders referred to therein, and NationsBank, N.A., as Agent
                  filed as Exhibit 4(d)(13) to Registrant's Form 10-K filed for
                  the fiscal year ended October 31, 1997.


                                       5

<PAGE>



*4(d)(14)         Amended and Restated Loan and Security Agreement dated
                  December 19, 1997 to the Credit Agreement dated March 15, 1996
                  among Registrant, as Borrower, the Financial Institutions
                  referred to therein, and BankBoston, N.A., as Agent filed as
                  Exhibit 4(d)(14) to Registrant's Form 10-K for the fiscal year
                  ended October 31, 1997.

11                Computation of Earnings Per Share

* Incorporated by reference to previous filing.



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