EXHIBIT 10.19

                      AMENDMENT NO. 1 TO THE DAN RIVER INC.
                      1997 STOCK PLAN FOR OUTSIDE DIRECTORS

         Pursuant to Section 11 of the Dan River Inc. 1997 Stock Plan for
Outside Directors (the "Plan"), Dan River Inc. ("Dan River") hereby amends the
Plan to delete the definition "Change in Control" in Section 2.2. of the Plan in
its entirety and substitute in lieu thereof the following definition:

         "Change in Control" means a change in control of Dan River of a nature
         that would be required to be reported in response to Item 6(e) of
         Schedule 14A of Regulation 14A promulgated under the Securities
         Exchange Act of 1934, as amended (the "Exchange Act") as in effect at
         the time of such "change in control", provided that such a change in
         control shall be deemed to have occurred at such time as

                  (i) any "person" (as that term is used in Sections 13(d) and
                  14(d)(2) of the Exchange Act), other than Joseph L. Lanier,
                  Jr., is or becomes the beneficial owner (as defined in Rule
                  13d-3 under the Exchange Act) directly or indirectly, of
                  securities representing 30% or more of the combined voting
                  power for election of directors of the then outstanding
                  securities of Dan River;

                  (ii) during any period of two consecutive years or less,
                  individuals who at the beginning of such period constitute the
                  Board cease, for any reason, to constitute at least a majority
                  of the Board, unless the election or nomination for election
                  of each new director was approved by a vote of at least
                  two-thirds of the directors then still in office who were
                  directors at the beginning of the period;

                  (iii) the shareholders of Dan River approve any
                  reorganization, merger, consolidation or share exchange as a
                  result of which the common stock of Dan River shall be
                  changed, converted or exchanged into or for securities of
                  another corporation (other than a merger with a wholly-owned
                  subsidiary of Dan River) or any dissolution or liquidation of
                  Dan River or any sale or the disposition of 50% or more of the
                  assets or business of Dan River; or

                  (iv) the shareholders of Dan River approve any reorganization,
                  merger, consolidation or share exchange unless (A) the persons
                  who were the beneficial owners of the outstanding shares of
                  the common stock of the Dan River immediately before the
                  consummation of such transaction beneficially own securities
                  representing 66 2/3% or more of the combined voting power for
                  election of directors of the then outstanding securities of
                  Dan River or any successor or survivor corporation in such
                  transaction immediately following the consummation of such
                  transaction and (B) the number of shares of the common stock
                  of such successor or survivor corporation beneficially owned
                  by the persons described in clause (iv)(A) immediately
                  following the consummation of such transaction is beneficially
                  owned by each such person in substantially the same proportion
                  that each such person had beneficially owned shares of Dan
                  River common stock immediately before the consummation of such
                  transaction, provided (C) the percentage described in clause
                  (iv)(A) of the beneficially owned shares of the successor or
                  survivor corporation and the number described in clause
                  (iv)(B) of the beneficially owned shares of the successor or
                  survivor corporation shall be determined exclusively by
                  reference to the shares of the successor or survivor
                  corporation which result from the beneficial ownership of
                  shares of common stock of Dan River by the persons described
                  in clause (iv)(A) immediately before the consummation of such
                  transaction.

         A Change in Control shall be deemed to have occurred on the date which
         includes the "closing" of the transaction which results from a Change
         in Control or, if there is no transaction which results from a Change
         in Control, the date of such Change in Control as reported by Dan River
         to the Securities and Exchange Commission.

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         This Amendment No. 1 is effective as of the date of the Board of
Director's approval thereof, i.e., November 25, 2002.

                                             DAN RIVER INC.


                                            By: /s/ Joseph L. Lanier, Jr.
                                               --------------------------
                                                Joseph L. Lanier, Jr.
                                                Chairman and Chief Executive
                                                Officer

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