##### 



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K/A

Amendment No. 1


|  |  |                                                                                                                                                                   
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|x |  | Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended November 2, 2002.                                  
|  |  |                                                                                                                                                                   
|o |  | 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: 33-27038

JPS INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)


|                                                        |  |                    
|------------------------------------------------------- |  | -------------------
|Delaware                                                |  | 57-0868166         
|(State of other jurisdiction of                         |  | (I.R.S. Employer   
|incorporation or organization)                          |  | Identification No.)
|                                                        |  |                    
|555 North Pleasantburg Drive, Suite 202, Greenville, SC |  | 29607              
|(Address of principal executive offices)                |  | (Zip Code)         

Registrants telephone number, including area code: (864) 239-3900

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $.01 per share, 22,000,000 shares authorized;
10,000,000 shares issued, 9,294,259 outstanding.

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:   x

Indicate by check mark if disclosure of delinquent filers, pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this
Form 10-K:   o

As of January 29, 2003, the aggregate market value of the Registrants
Common Stock held by non-affiliates, based upon the closing price of the Common
Stock on January 29, 2003, as reported by the Nasdaq National Market, was
approximately $24,251,500.

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court:   x

As of January 29, 2003, 10,000,000 of the registrants Common Stock $.01
par value per share were issued and 9,294,259 were outstanding.





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##### 



EXPLANATORY NOTE

JPS Industries, Inc. hereby amends its Annual Report on Form 10-K for the
fiscal year ended November 2, 2002 (originally filed January 29, 2003) to
include Items 10, 11 and 12, which were not part of the original filing. In
addition, in connection with the filing of this Amendment and pursuant to the
rules of the Securities and Exchange Commission, the Company is including with
this Amendment certain currently dated certifications. No other changes have
been made to the Annual Report. This Form 10-K/A does not reflect events
occurring after the filing of the original Form 10-K and does not modify or
update the disclosure therein in any way other than as required to reflect the
amendments discussed above and reflected below.

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The following table sets forth certain information with respect to the persons
who are members of the Board or executive officers of JPS.

|                      |  |     |    |                  |  |                                                                          
|--------------------- |  | --- | -- | ---------------- |  | -------------------------------------------------------------------------
|NAME                  |  | AGE |    | POSITION(S) HELD
|                      |  |     |    |                 
|Robert J. Capozzi     |  |     | 38 |                  |  | Director                                                                 
|Nicholas P. DiPaolo   |  |     | 61 |                  |  | Director                                                                 
|Michael L. Fulbright  |  |     | 53 |                  |  | Director, Chairman of the Board, President and Chief Executive Officer   
|John M. Sullivan, Jr. |  |     | 56 |                  |  | Director                                                                 
|Charles R. Tutterow   |  |     | 37 |                  |  | Director, Executive Vice President, Chief Financial Officer and Secretary
|Monnie L. Broome      |  |     | 61 |                  |  | Vice President-Human Resources of JPS Industries, Inc.                   
|M. Gary Wallace       |  |     | 45 |                  |  | President, JPS Glass Division                                            

The business experience of each of the directors and executive officers
during the past five years is as follows:

Mr. Capozziis a portfolio manager and Co-Head of Distressed Debt at
Concordia Advisors, LLC (Concordia), a hedge fund established in 1993. Mr.
Capozzi has been with Concordia since 2002. Prior to that, Mr. Capozzi served
as a Managing Director-Portfolio Manager of Magten Asset Management
Corporation, an investment advisory firm.

Mr. DiPaolois Vice-Chairman of the Board and Chief Operating Officer of
Bernard Chaus, a leading womens apparel manufacturer. From January 1991 until
his retirement in May 1997, Mr. DiPaolo was Chairman of the Board, President
and Chief Executive Officer of Salant Corporation, a diversified apparel
company listed on the New York Stock Exchange. From 1985 to 1991, Mr. DiPaolo
served as President of Manhattan Industries, which was merged into Salant
Corporation in 1988. Prior to that, he was Chairman and President of the
Villager, a womens sportswear company, from 1979 to 1985. Mr. DiPaolo has also
served on the Board of Directors of Manhattan Far East, a trading company based
in Hong Kong. Mr. DiPaolo serves as a member of the Board of Directors of
Footlocker, Inc.

Mr. Fulbrightwas elected Chairman of the Board, President and Chief
Executive Officer of the Company on February 27, 1999, effective March 1, 1999.
Mr. Fulbright served as Chairman, President, Chief Executive Officer and a
director of The Bibb Company, a diversified textile company, from August 1996
until its sale in October 1998. Prior to that, he served as President of the
Denim Division of Cone Mills, Inc. from December 1994 to August 1996. Prior to
that, Mr. Fulbright was employed with Springs Industries, Inc., a textile
manufacturer,

2



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serving as President of the Greige Manufacturing Division from
August 1992 to November 1994, as President of Wamsutta/Pacific Home Products
from July 1986 to July 1992, and as Executive Vice President of
Wamsutta/Pacific Home Products from December 1985 to July 1986. Prior to that,
Mr. Fulbright was employed by M. Lowenstein Corporation and WestPoint
Pepperell.

Mr. Sullivanhas served as President of American Silk Mills Corp. since
1985, and as President of Gerli & Co., Inc. since 1987. From 1987 to 1991, Mr.
Sullivan served as President of Cheney Brothers Inc. Prior to that, he served
as Executive Vice President (Merchandising, Marketing & Sales) of Gerli & Co.,
Inc. from 1984 to 1987. Prior to that, Mr. Sullivan served as President of A.H.
Rice Company Inc., Pittsfield, Massachusetts from 1982 to 1989, as Vice
President of Marketing and Sales of Gerli & Co., Inc. from 1979-1982, and as
Sales Manager of American Silk Mills Corp. from 1974 to 1979.

Mr. Tutterowwas named Executive Vice President and Chief Financial
Officer and Secretary of the Company effective on June 1, 2000, and a Director
on January 25, 2001. Immediately prior to joining the Company, Mr. Tutterow
served as Senior Vice President, Chief Financial Officer and Secretary of
Optical Resources Group from November 1998 until its sale in April 2000. He
served as Vice President, Chief Financial Officer and Secretary of The Bibb
Company, a diversified textile company, from January 1997 until its sale in
October 1998. Prior to that he was employed as Controller of the Denim
Division of Cone Mills, Inc., as Manager of Corporate Finance for Kayser-Roth
Corporation, and as a consultant with Deloitte and Touche, LLP. Mr. Tutterow
holds M.B.A., C.P.A., C.M.A and C.F.M. certifications and is also a director of
Rite Stuff Foods, Inc.

Mr. Broomehas served as Vice President-Human Resources for JPS Industries
since May 1988. He was Vice President of Human Resources for J. P. Stevens
& Co., Inc. prior to that time. From October 1987 to January 1988 he was Vice
President of Employee Relations for the Home Products Group of Springs
Industries and from August 1980 to October 1987 Vice President of Personnel for
M. Lowenstein Corp.

Mr. Wallacebecame President of JPS Glass Division in May 1999. He was
Vice President of Marketing from October 1998 to May 1999 and Product Manager
for Composite Fabrics from 1994 to October 1998. He has served in a variety of
technical and managerial positions with the Company or its predecessors for 26
years.

None of the directors or executive officers listed herein is related to
any other director or executive officer of the Company.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the
Companys directors and executive officers, and persons who beneficially own
more than 10% of a registered class of the Companys equity securities, to file
reports of holdings and transactions in JPSs stock with the Securities and
Exchange Commission. Officers, directors and persons who beneficially own more
than 10% of a registered class of the Companys equity securities are required
by regulation to furnish the Company with copies of all Section 16(a) forms
they file. Based on the Companys records and other information, we believe
that in the 2002 fiscal year the Companys directors, executive officers and
persons who beneficially own more than 10% of the Companys equity securities
met all applicable Securities and Exchange Commission filing requirements.

Item 11. EXECUTIVE COMPENSATION.

Executive Compensation

The following table sets forth a summary of all compensation awarded or
paid to or earned by the chief executive officer and the three other executive
officers of the Company in the 2002 fiscal year for services rendered in all
capacities to the Company (including its subsidiaries) for the fiscal years
ended November 2, 2002, October 27, 2001 and October 28, 2000.

3



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SUMMARY COMPENSATION TABLE

|                     |                          |      |      |           |  |                     |         |              |  |                 |         |         |  |  |        |        |                     |   |       |       |  |  | 
|-------------------- | ------------------------ | ---- | ---- | --------- |  | ------------------- | ------- | ------------ |  | --------------- | ------- | ------- |  |  | ------ | ------ | ------------------- | - | ----- | ----- |  |  | 
|                     |                          |      |      |           |  |                     |         |              |  |                 |         |         |  |  |        |        | Long-Term           |   |       |       | 
|                     |                          |      |      |           |  |                     |         |              |  |                 |         |         |  |  |        |        | Compensation Awards |   |       |       | 
|                     |                          |      |      |           |  |                     |         |              |  |                 |         |         |  |  |        |        | Securities          |   |       |       | 
|Name and             |                          |      |      |           |  | Annual Compensation |         | Underlying   |  | All Other      
|Principal Position   |                          | Year |      | Salary(1) |  | Bonus               |         | Options/SARs |  | Compensation(2)
|                     |                          |      |      |           |  |                     |         |              |  |                
|Michael L. Fulbright |                          |      | 2002 |           |  | $                   | 602,490 |              |  | $               |        |         |  |  |       |        |                     | $ | 18    |      
|                     | Chairman of the Board,   |      |      | 2001      |  |                     |         | 552,490      |  |                 |         |        |  |  |        |       |                     |   |       | 18    | 
|                     | President and Chief      |      |      | 2000      |  |                     |         | 552,490      |  |                 |         | 770,000 |  |  |        |       |                     |   |       | 18    | 
|                     | Executive Officer        |      |      |           |  |                     |         |              |  |                 |         |         |  |  |        |        |                     |   |       |       | 
|Charles R. Tutterow  |                          |      | 2002 |           |  | $                   | 200,000 |              |  | $               |        |         |  |  | 20,000 |        |                     | $ | 2,518 |      
|                     | Executive Vice President |      |      | 2001      |  |                     |         | 200,000      |  |                 |         |        |  |  |        |       |                     |   |       | 1,060 | 
|                     | Finance, Chief Financial |      |      | 2000      |  |                     |         | 83,333       |  |                 |         | 95,000  |  |  |        | 50,000 |                     |   |       | 18    | 
|                     | Officer and Secretary    |      |      |           |  |                     |         |              |  |                 |         |         |  |  |        |        |                     |   |       |       | 
|Monnie L. Broome     |                          |      | 2002 |           |  | $                   | 181,008 |              |  | $               |        |         |  |  |       |        |                     | $ | 7,850 |      
|                     | Vice President          |      |      | 2001      |  |                     |         | 180,540      |  |                 |         |        |  |  |        |       |                     |   |       | 7,850 | 
|                     | Human Resources          |      |      | 2000      |  |                     |         | 180,720      |  |                 |         | 75,600  |  |  |        |       |                     |   |       | 7,850 | 
|M. Gary Wallace      |                          |      | 2002 |           |  | $                   | 177,083 |              |  | $               |        |         |  |  | 18,000 |        |                     | $ | 2,232 |      
|                     | President, JPS Glass     |      |      | 2001      |  |                     |         | 175,000      |  |                 |         |        |  |  |        |       |                     |   |       | 2,206 | 
|                     |                          |      | 2000 |           |  |                     | 159,642 |              |  |                 | 159,642 |         |  |  | 20,000 |        |                     |   | 2,014 |      



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|(1) |  | With respect to Messrs. Fulbright and Broome, includes imputed income
relating to life insurance premium payments.                                                   
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Includes employer-matching 401(k) plan contribution, non-taxable
employer-provided term life insurance premiums, imputed lease value of
company-provided automobiles.

AGREEMENTS WITH EXECUTIVE OFFICERS

This section sets forth descriptions of certain employment agreements in
effect between the Company and its current or former executive officers. Where
the terms cause, good reason and change in control are used in relation
to events of termination, such terms are used as defined in the respective
employment agreements.

On the Effective Date, JPS entered an employment agreement with Monnie L.
Broome. The agreement provides that Mr. Broome will serve as Vice
President-Human Resources of JPS. Under the agreement, the base salary for Mr.
Broome is $180,000 per year. In addition, under the employment agreement, Mr.
Broome received a retention grant cash payment of $115,531 and 14,810 shares of
Common Stock. Mr. Broome is also eligible for an annual bonus of up to 50% of
his base salary based upon the Companys attainment of certain performance
goals specified in the Management Incentive Bonus Plan. Mr. Broome has
consented for 2001, 2002 and 2003 to the reduction of his eligible bonus to 30%
from 50%.

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On February 28, 1999, JPS entered into an employment agreement with
Michael L. Fulbright. This agreement was amended on July 31, 2001. The
agreement provides that Mr. Fulbright will serve as Chairman of the Board
(subject to his election to the Companys Board of Directors by the
stockholders of the Company), President and Chief Executive Officer of the
Company until October 31, 2003 (the Initial Employment Period). Under the
agreement, Mr. Fulbrights initial base salary is $600,000 per year and may be
increased but not reduced during the Initial Employment Period. In addition,
the agreement provides that unless Mr. Fulbright voluntarily terminates
employment for other than good reason, or his employment is terminated by the
Company for cause, he will be eligible to participate in the Management
Incentive Bonus Plan based upon the attainment by the Company of certain
performance goals. Mr. Fulbright is eligible for a bonus of not less than 50%,
but not more than 200%, of his base salary for each of the 2002 and 2003 fiscal
years, upon the achievement of certain performance goals for each fiscal year.
If Mr. Fulbrights employment is terminated by the Company other than for cause
or is terminated by Mr. Fulbright for good reason, the Company will continue to
pay his base salary and benefits as well as his target bonus (i.e., 50% of his
base salary) through the later of (a) October 31, 2003 or (b) two years from
the date of termination, provided that Mr. Fulbright will have the option to
receive such salary and target bonus in a lump sum on the business day
immediately following the termination date if his employment is terminated by
the Company for any reason other than for cause or by Mr. Fulbright for good
reason.

On May 31, 2000, JPS entered into an employment agreement with Charles R.
Tutterow. As amended, the agreement provides that Mr. Tutterow will serve as
Executive Vice President, Chief Financial Officer and Secretary of the Company
until December 31, 2003 (the Employment Time). Under the agreement, Mr.
Tutterows initial base salary is $200,000 per year and may be increased but
not reduced during the Employment Time. In addition, the agreement provides
that unless Mr. Tutterow voluntarily terminates employment for other than good
reason, or his employment is terminated by the Company for cause, he will be
eligible to participate in the Management Incentive Bonus Plan based upon the
attainment by the Company of certain performance goals. Mr. Tutterow is
eligible for a bonus of not less than 50%, but not more than 200%, of his base
salary during the Employment Time. In addition, Mr. Tutterow is eligible for
certain relocation payments. If Mr. Tutterows employment is terminated by the
Company other than for cause or is terminated by Tutterow for good reason, the
Company will continue to pay his base salary and benefits as well as his target
bonus (i.e., 50% of his base salary) for one year from the date of termination,
provided that Mr. Tutterow will have the option to receive such salary and
target bonus in a lump sum on the business day immediately following the
termination date if he terminates his employment by reason of a change in
control.

EMPLOYEE BENEFIT AND LONG-TERM COMPENSATION PLANS

Retirement Pension Plan

The Company maintains a Retirement Pension Plan for all employees (the
Pension Plan), including its salaried employees. The Pension Plan is a
defined benefit pension plan providing a formula benefit with contributions
determined on an actuarial basis. The Pension Plan generally covers all
employees 21 years of age or older who have completed one year of service with
the Company. The Pension Plan generally takes into account annual compensation
earned under certain predecessor plans of J.P. Stevens.

The following table indicates the approximate amounts of annual retirement
income that would be payable to a salaried employee under the Pension Plan
based on the compensation levels and years of credited service shown. There
would be no social security or other offset deducted from the amounts shown.

5



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Pension Plan Table*

|                  |  |                  |        |          |  |          |        |          |  |          |        |  |  |   |        |  |  |   |        | 
|----------------- |  | ---------------- | ------ | -------- |  | -------- | ------ | -------- |  | -------- | ------ |  |  | - | ------ |  |  | - | ------ | 
|                  |  | Years of Service
|                  |  |                 
|Remuneration      |  | 15 Years         |        | 20 Years |  | 25 Years |        | 30 Years |  | 35 Years
|                  |  |                  |        |          |  |          |        |          |  |         
|$125,000          |  | $                | 18,950 |          |  | $        | 25,267 |          |  | $        | 31,583 |  |  | $ | 37,900 |  |  | $ | 44,217 | 
|150,000           |  |                  | 23,450 |          |  |          | 31,267 |          |  |          | 39,083 |  |  |   | 46,900 |  |  |   | 54,717 | 
|200,000 and above |  |                  | 32,450 |          |  |          | 43,267 |          |  |          | 54,083 |  |  |   | 64,900 |  |  |   | 75,717 | 



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|* |  | Assumes individual retires at age 65 in 2002 with the indicated years of
service and compensation. The social security integration level of such
individuals would be $39,444. The social security integration level
generally is adjusted annually.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Credited years of service for benefit accrual under the Pension Plan as of
November 3, 2002 for the following executive officers are:

|                     |  |          |  | 
|-------------------- |  | -------- |  | 
|Michael L. Fulbright |  | 3 years 
|Charles R. Tutterow  |  | 2 years 
|Monnie L. Broome     |  | 14 years
|M. Gary Wallace      |  | 22 years

Annual retirement benefits for salaried employees are generally computed
as the sum of 0.6% of a participants average compensation (the annual average
of five consecutive, calendar years of highest compensation during the last 10
calendar years of service) multiplied by the years of benefit service plus 0.6%
of a participants compensation which exceeds the Participants Social Security
Integration Level (equal to $39,444 for an employee who retires at age 65 in
2002), multiplied by the participants years of benefit service up to a maximum
of 35 years. The Pension Plan provides that each participants benefits fully
vest after five years of service or the attainment of age 55 with one year of
service.

This table may understate the benefits available to certain participants
because salaried employees who were covered by the Pension Plan before July 1,
1989 are entitled to the greater of the benefit calculated under the formula
noted above, or the sum of the amount calculated under the prior benefit
formula as of June 30, 1989, plus additional accrued benefits under the new
formula since July 1, 1989. Under the prior formula, a participants annual
pension payable as of normal retirement age was equal to 1% of the portion of
final average compensation which was equal to the social security
integration level in effect for the year of retirement, plus 1.5% of the
portion of the participants final average compensation in excess of the social
security integration level, the sum of which was multiplied by the number of
years of credited service not exceeding 35. In addition, as noted below, the
table assumes that covered compensation was limited to the current allowable
amount for all years while benefits may have been accrued in years when
limitations were higher.

Compensation covered by the Pension Plan consists of all payments made to
a participant for personal services rendered as an employee of the Company that
are subject to federal income tax withholding, excluding imputed income
attributable to certain fringe benefit programs and also excluding deferred
compensation and income associated with the exercise of certain stock options.
The amount of compensation covered under the Plan has been adjusted in
accordance with federal limitations. While the Plan currently permits up to
$200,000 of covered compensation, lower limitations existed for the plan years
beginning in the years 1994 through 2001 with limitations in excess of $200,000
for some years preceding 1994. The benefits for a specific employee thus
could be greater or less than the amount shown in the table. The amounts shown
are also subject to possible maximum limitations under Section 415 of the
Internal Revenue Code of 1986, as amended.

6



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2002 Employee Incentive Plan

The Companys 2002 Employee Incentive Plan provides incentives for
substantially all employees including key management employees of the Company
and its divisions, based on the financial performance of the Company and the
divisions. The plan is designed to provide incentives to maximize operating
earnings. Targets are set annually for operating earnings (defined as earnings
before interest, taxes, depreciation and amortization before bonus expense and
restructuring and reorganization expenses) for each operating division. If
actual operating earnings are equal to the target, a targeted bonus is paid to
each participant. To the extent actual operating earnings are greater than the
target, amounts in excess of the targeted bonuses are paid to each participant.
Likewise, operating earnings lower than target result in a bonus payment that
is less than the targeted bonus. A participants bonus is reduced to zero if
actual operating earnings are below 80% of the target. Targeted bonus amounts
expressed as a percentage of salary for participants in the plan range from 2%
to 50%. Individuals listed on the Summary Compensation Table have targeted
bonus amounts from 30% to 50% of salary. No benefits were earned under the
plan during the 2002 fiscal year.

1997 Incentive and Capital Accumulation Plan

The 1997 Incentive and Capital Accumulation Plan (the Incentive Plan) is
intended to provide incentives that will attract, retain and motivate highly
competent individuals as key employees of the Company and its subsidiaries, by
providing them with opportunities to acquire shares of Common Stock or monetary
payments based on the value of such shares. Pursuant to the Incentive Plan,
853,485 shares of Common Stock were originally reserved for issuance to
salaried key employees and non-employee directors of the Company pursuant to
benefits in the form of stock options, stock appreciation rights, stock awards,
performance awards and stock units that may be granted by the Compensation
Committee. On February 27, 1999, the Compensation Committee adopted, subject to
stockholder approval (which was subsequently obtained) an amendment to the
Incentive Plan to increase the number of shares of Common Stock reserved for
issuance from 853,485 to 1,353,485, to increase the number of shares of Common
Stock with respect to which Benefits (as defined below) may be granted to any
individual during the term of the Incentive Plan from 853,485 to 1,353,485, and
to increase the number of shares of Common Stock with respect to which options
and stock appreciation rights may be granted to any individual during the term
of the Incentive Plan from 325,000 to 525,000. The Incentive Plan will
terminate on the tenth anniversary of its adoption.

Options Grants In 2002

The following executive officers received options grants during the last
fiscal year. All grants were made at market value on the date of the grant.

|                    |  |             |        |               |  |            |       |            |  |        |      |        |  |  |            |  |  |                                                         |        |  |  |   |         | 
|------------------- |  | ----------- | ------ | ------------- |  | ---------- | ----- | ---------- |  | ------ | ---- | ------ |  |  | ---------- |  |  | ------------------------------------------------------- | ------ |  |  | - | ------- | 
|                    |  |             |        |               |  |            |       |            |  |        |      |        |  |  |            |  |  | Potential realizable value                             
|                    |  |             |        |               |  |            |       |            |  |        |      |        |  |  |            |  |  | at assumed annual rates of stock price appreciation for
|Individual grants   |  | option term
|                    |  |            
|(a)                 |  | (b)         |        | (c)           |  | (d)        |       | (e)        |  | (f)    |      | (g)   
|                    |  |             |        |               |  |            |       |            |  |        |      |       
|                    |  |             |        |               |  | Percent of |       |            |  |        |      |        |  |  |            |  |  |                                                         |        |  |  |  
|                    |  | Number of   |        | total options |  |            |       |            |  |        |      |        |  |  |            |  |  |                                                         |        | 
|                    |  | securities  |        | granted to    |  | Exercise   |       |            |  |        |      |        |  |  |            |  |  |                                                        
|                    |  | underlying  |        | employees     |  | or base    |       |            |  |        |      |        |  |  |            |  |  |                                                        
|                    |  | options     |        | in fiscal     |  | price      |       | Expiration |  |        |      |        |  |  |            | 
|Name                |  | granted (#) |        | year          |  | ($/Sh)     |       | Date       |  | 5% ($) |      | 10%($)
|                    |  |             |        |               |  |            |       |            |  |        |      |       
|Charles R. Tutterow |  |             | 20,000 |               |  |            | 15.00 | %          |  |        | 4.83 |        |  |  | 01/09/2012 |  |  | $                                                       | 60,751 |  |  | $ | 153,956 | 
|M. Gary Wallace     |  |             | 18,000 |               |  |            | 13.5  | %          |  |        | 4.83 |        |  |  | 01/09/2012 |  |  | $                                                       | 54,676 |  |  | $ | 138,560 | 

7



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OPTION VALUES AT NOVEMBER 2, 2002

The following table provides information with respect to executive
officers of JPS and its subsidiaries at year-end concerning their exercise of
options during the Companys fiscal year and the unexercised options held by
them at the end of such year. No executive officer exercised options in fiscal
2002.

|                     |  |                       |               |                         |  |   |               | 
|-------------------- |  | --------------------- | ------------- | ----------------------- |  | - | ------------- | 
|                     |  | Number of             |               | Value of               
|                     |  | Securities Underlying |               | Unexercised            
|                     |  | Unexercised Options   |               | In-the-Money Options   
|                     |  |                       |               |                        
|                     |  | At November 2, 2002   |               | At November 2, 2002 (1)
|                     |  | Exercisable/          |               | Exercisable/           
|Name                 |  | Unexercisable         |               | Unexercisable          
|                     |  |                       |               |                        
|Michael L. Fulbright |  |                       | 500,000/0     |                         |  | $ | 412,500/$0    | 
|Monnie L. Broome     |  |                       | 25,000/0      |                         |  | $ | 0/$0          | 
|Charles R. Tutterow  |  |                       | 36,666/33,334 |                         |  | $ | 5,633/$2,817  | 
|M. Gary Wallace      |  |                       | 30,825/21,666 |                         |  | $ | 11,001/$5,499 | 



---

|(1) |  | Value of unexercised in-the-money options is the difference between
the $3.95 market price of a share of Common Stock on November 2, 2002 and the
exercise price of the option, multiplied by the number of shares of Common
Stock underlying the option.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Compensation of Directors

Each director who is not an employee of the Company is paid $20,000
annually for his services as a director, $1,200 for attendance at each meeting
of the Board and each committee meeting which does not occur in conjunction
with a directors meeting, and $1,000 annually for his or her services as the
chairman of any committee. In addition, each non-employee director received on
the Effective Date a grant of options to purchase 25,000 shares of Common Stock
(other than Robert J. Capozzi, who waived his right to receive such options) as
of the Effective Date. On May 12, 1999, non-employee director options, other
than those of Mr. Fulbright, that were granted on the Effective Date were
repriced in accordance with actions taken by disinterested directors.
Effective on that date, new options were issued at an exercise price based on
the per share price of common stock on that date (which was $4.375 per share).
With respect to the options granted to each non-employee director on the
Effective Date, options to purchase 5,000 shares of Common Stock vested on the
Effective Date and, with respect to the balance of the options so granted,
options to purchase 5,000 shares of Common Stock will vest on each of the
first, second, third and fourth anniversaries of the Effective Date. The
repriced options continue to vest under this schedule. Moreover, non-employee
directors are eligible to participate in the Companys 1997 Incentive and
Capital Accumulation Plan (the Incentive Plan). Under the Incentive Plan,
each non-employee director appointed subsequent to the Effective Date will
receive on the date such director is appointed (the Appointment Date) a grant
of options to purchase 25,000 shares of Common Stock at an exercise price based
on the per share price of Common Stock as of the Appointment Date. With respect
to the options granted to each non-employee director appointed subsequent to
the Effective Date, options to purchase 5,000 shares of Common Stock will vest
on the applicable Appointment Date and, with respect to the balance of the
options so granted, options to purchase 5,000 shares of Common Stock will vest
on each of the first, second, third and fourth anniversaries of such
Appointment Date.

8



---



##### 



The Compensation Committee

The Compensation Committee consists of Messrs. Capozzi, DiPaolo, and
Sullivan, none of whom is an employee or officer of the Company. The
Compensation Committee recommends to the Board compensation plans and
arrangements with respect to the Companys executive officers and key
personnel. The Compensation Committee also administers the Companys Incentive
Plan. The Compensation Committee held one meeting during the 2002 fiscal year.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee is responsible for recommending to the full
Board the compensation to be paid to the Companys principal executive
officers, including the Chief Executive Officer (CEO), establishing the
annual bonus targets under the Management Incentive Plan, and designating the
persons to whom and the amount in which stock options should be granted by the
Company under the Incentive Plan. As previously described, in the 2002 fiscal
year, the Company had employment agreements with Michael L. Fulbright, Charles
R. Tutterow and Monnie L. Broome. Set forth below is a report submitted by the
Compensation Committee regarding the compensation policies for the 2002 fiscal
year as they relate to the Companys principal executive officers, including
the CEO.

Compensation Policies

In October of each year, subject to the specific requirements of
employment agreements, the Compensation Committee reviews managements proposed
annual salaries for the next fiscal year for principal executive officers,
including its CEO.

Subject to the specific requirements of employment agreements, in
determining whether to accept managements proposed salaries, or to recommend
different salaries in respect of the executives, the Compensation Committee
considers a number of factors, including but not limited to the following: (1)
the Companys financial performance for the prior fiscal year, including
whether the Company had a net profit or loss for such year, the amount thereof,
the reasons for such performance, and whether such performance might have
related to unforeseen events or events not in the executives control; and (2)
the extent to which an executive officer achieved certain objectives in his or
her area of primary responsibility that might have been set in the prior fiscal
year, or otherwise made a significant contribution to the Company.

The Compensation Committee believes that an important factor in attracting
and motivating the Companys executive officers is to ensure that the
compensation paid to such individuals is competitive with that paid by
comparable companies. In its review of managements proposed goals under the
Management Incentive Plan and the Employee Incentive Plan for a fiscal year,
the Compensation Committee utilizes criteria similar to that which it uses in
reviewing annual salaries.

In considering the grant of stock options to employees, including the
Companys principal executive officers, the Compensation Committee considers
the responsibility level of the position, job performance and salary level, and
reviews the long-term objectives of management and the Board.

Executive Compensation for the 2002 Fiscal Year

The Companys executive compensation program has three major components:
base salaries, annual incentive compensation and stock options.

9



---



##### 



Based on the factors described above, the Compensation Committee
recommended to the Board that managements salary recommendations for its
senior executives be adopted. These recommendations included increases for
certain executives and salary freezes for others, depending on the executive
and his or her current compensation level. The Compensation Committee
recommended to the Board that the recommendations for eligible participants in,
and the Companys goals for, the Management Incentive Plan for the fiscal year
ending November 2, 2002, be adopted.

Base Salaries

The Companys executive officers receive base salaries as compensation for
their job performance, abilities, knowledge and experience. Apart from any
contractual commitments, the base salaries paid to the executives are intended
to be maintained at competitive levels. This reflects the Compensation
Committees desire to place more emphasis on the incentive portion of executive
compensation, and thereby correlating compensation to performance. The
Compensation Committee reviews base salaries at least annually and determines
increases based upon an executive officers contribution to corporate
performance and competitive market conditions.

Chairman, President and CEO:Mr. Fulbrights base salary was set at
$600,000 at the time of his employment contract renewal on October 21, 2001.

Other Executive Officers:The 2002 salaries of the other executive
officers (the Other Executive Officers) are shown in the Salary column of
the Summary Compensation Table.

Annual Incentive Compensation

The Compensation Committee has adopted an annual incentive compensation
program, the Employee Incentive Plan (prior to 2000, the Management Incentive
Bonus Plan), based upon corporate performance criteria to augment the base
salaries received by executive officers. Under the Employee Incentive Plan and
its predecessor plan, performance is measured as a function of the Companys
growth in earnings per share from year to year, whether or not set targets are
met, and in some cases a combination of return on assets, growth in sales, cash
flow and operating profit.

Chairman, President and CEO:For fiscal years of 2001 and 2002, Mr.
Fulbright received no bonus.

Other Executive Officers:For fiscal years 2001 and 2002, the Other
Executive Officers received no bonuses.

Stock Options

The Company established the Incentive Plan pursuant to which opportunities
to acquire shares of Common Stock or monetary payments based on the value of
such shares are awarded to highly competent employees of the Company.

The Compensation Committee believes these grants to be consistent with its
compensation policies by encouraging performance which contributes to the
overall profitability of the Company and which increases the price of the
Companys Common Stock.



| | The Compensation Committee,
| | ---------------------------



| | 
| | 



| | John M. Sullivan, Jr., Chairman
Robert J. Capozzi
Nicholas P. DiPaolo
| | ---------------------------------------------------------------------

10



---



##### 



STOCK PERFORMANCE GRAPH

The line graph below compares, in percentage terms, the cumulative total
stockholder return on the Companys Common Stock against the cumulative total
return on the NASDAQ Stock Market Index and the Dow Jones US Basic Materials
Index for the period beginning January 30, 1998, the date that the Companys
Common Stock began trading on the NASDAQ National Market System, and ending
November 2, 2002. Previously, the Company had made a comparison to the S & P
Manufacturing (Diversified) Index, which has been eliminated by Standard &
Poors. That index is presented for the period January 20, 1998 through
October 27, 2001. The comparison of total return on investment (change in year
end stock price plus reinvested dividends) for the applicable period assumes
that $100 was invested on January 30, 1998, in the Companys Common Stock and
in each of the foregoing indices.

Stock Performance Graph

11



---



##### 



Item 12. SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT

Based upon information known to JPS as of January 25, 2003, the following
table sets forth the ownership of the shares of Common Stock issued and
outstanding as of such date by (a) each person or group that, to JPS
knowledge, is the beneficial owner of more than 5% of such shares on such date,
(b) each director of JPS on such date, (c) each of the executive officers whose
names appear in the summary compensation table, and (d) all directors and
executive officers of JPS as a group on such date.

|                                            |                                                                                                                       |                  |                  |                  |  |  |      |  | 
|------------------------------------------- | --------------------------------------------------------------------------------------------------------------------- | ---------------- | ---------------- | ---------------- |  |  | ---- |  | 
|                                            |                                                                                                                       |                  | Common Stock (1)
|                                            |                                                                                                                       |                  |                 
|Beneficial Owner                            |                                                                                                                       | Number of Shares |                  | Percent of Class
|                                            |                                                                                                                       |                  |                  |                 
|Northeast Investors Trust                   |                                                                                                                       |                  | 1,038,823        |                  |  |  | 11.2 | 
|                                            | 50 Congress Street, 10th Floor
Boston, Massachusetts 02109                                                            |                  |                  |                  |  |  |      |  | 
|Steel Partners II L. P                      |                                                                                                                       |                  | 1,039,180        |                  |  |  | 11.2 | 
|                                            | 150 E. 52nd Street
New York, New York 10022                                                                           |                  |                  |                  |  |  |      |  | 
|JWA Investments L.P                         |                                                                                                                       |                  | 991,029          |                  |  |  | 10.7 | 
|                                            | 885 Third Ave., 34th Floor
New York, New York 10022                                                                   |                  |                  |                  |  |  |      |  | 
|Master Retirement Pension                   |                                                                                                                       |                  | 1,925,685        |                  |  |  | 20.7 | 
|                                            | Trust of JPS Industries, Inc.(2)
c/o Mellon Bank, N.A.
One Mellon Bank Center, Rm. 930
Pittsburgh, Pennsylvania 15258 |                  |                  |                  |  |  |      |  | 
|Lloyd I. Miller, III                        |                                                                                                                       |                  | 496,134          |                  |  |  | 5.3  | 
|                                            | 4450 Gordon Drive
Naples, Florida, 34102                                                                              |                  |                  |                  |  |  |      |  | 
|Robert J. Capozzi(3)                        |                                                                                                                       |                  | 18,300           |                  |  |  | 0.2  | 
|                                            | 1350 Avenue of the Americas, Ste 3202
New York, New York 10019                                                        |                  |                  |                  |  |  |      |  | 
|Nicholas P. DiPaolo(4)                      |                                                                                                                       |                  | 35,000           |                  |  |  | 0.4  | 
|Michael L. Fulbright                        |                                                                                                                       |                  | 618,300          |                  |  |  | 6.3  | 
|                                            | c/o JPS Industries, Inc.
555 North Pleasantburg Dr.
Greenville, SC 29607                                              |                  |                  |                  |  |  |      |  | 
|John M. Sullivan, Jr.(4)                    |                                                                                                                       |                  | 27,600           |                  |  |  | 0.3  | 
|Monnie L. Broome                            |                                                                                                                       |                  | 39,810           |                  |  |  | 0.4  | 
|Charles R. Tutterow                         |                                                                                                                       |                  | 65,501           |                  |  |  | 0.7  | 
|M. Gary Wallace                             |                                                                                                                       |                  | 51,825           |                  |  |  | 0.6  | 
|Directors and executive officers as a group |                                                                                                                       |                  | 856,336          |                  |  |  | 8.6  | 



---

|(1) |  | Also includes shares of Common Stock which the following persons have the
right to acquire within 60 days through the exercise of stock options:
Nicholas P. DiPaolo, 25,000; Michael L. Fulbright, 500,000; John M.
Sullivan, 25,000; Monnie L. Broome, 25,000; M. Gary Wallace, 51,825; and
Charles R. Tutterow, 40,001.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

12



---



##### 



|    |  | The aggregate number of shares of Common Stock that all directors and
executive officers as a group have the right to acquire within 60 days is
666,826. In each case, the percent of class is calculated on the basis
that such shares of the person being reported are deemed outstanding. No
voting or power exists with respect to such shares of Common Stock prior
to acquisition.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Michael L. Fulbright and Charles R. Tutterow have shared voting and
investment power over these shares by virtue of their position on the
Investment Committee of the retirement plan. Each of them disclaims
beneficial ownership of such shares.                                                                                                                                      
|   
|(3) |  | Mr. Capozzi waived his entitlement to receive any options to purchase
shares of Common Stock to which each non-employee director will be
entitled on the Effective Date. See EXECUTIVE COMPENSATIONCompensation
of Directors.                                                                                                                                                        
|   
|(4) |  | Includes options granted to non-employee directors of JPS (other than
Robert J. Capozzi) on the Effective Date. See EXECUTIVE
COMPENSATIONCompensation of Directors.                                                                                                                                                                                                                 

EQUITY COMPENSATION PLAN INFORMATION

|                                                           |  |                   |         |                   |  |                      |      |                       |  |  |         | 
|---------------------------------------------------------- |  | ----------------- | ------- | ----------------- |  | -------------------- | ---- | --------------------- |  |  | ------- | 
|                                                           |  | Number of         |         | Weighted-average  |  | Number of securities
|                                                           |  | Securities to     |         | exercise price of |  | remaining           
|                                                           |  | be listed         |         | outstanding       |  | available for       
|                                                           |  | upon              |         | options, warrants |  | future issuance     
|                                                           |  | exercise of       |         | and rights        |  | under equity        
|                                                           |  | outstanding       |         |                   |  | compensations plans 
|                                                           |  | options, warrants |         |                   |  |                      |      | (excluding securities
|                                                           |  | and rights        |         |                   |  |                      |      | reflected in col. (a)
|Plan Category                                              |  | (a)               |         | (b)               |  | (c)                 
|                                                           |  |                   |         |                   |  |                     
|Equity compensation
plans approved by
security holders     |  |                   | 902,854 |                   |  | $                    | 3.63 |                       |  |  | 272,462 | 
|Equity compensation
plans not approved
by security holders |  |                   |        |                   |  |                      |     |                       |  |  |        | 
|                                                           |  |                   |         |                   |  |                      |      |                       |  |  |         | 
|Total                                                      |  |                   | 902,854 |                   |  | $                    | 3.63 |                       |  |  | 272,426 | 
|                                                           |  |                   |         |                   |  |                      |      |                       |  |  |         | 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

|                    |  |                                                                                                               
|------------------- |  | --------------------------------------------------------------------------------------------------------------
|                    |  | JPS INDUSTRIES, INC.                                                                                          
|                   
|                    |  |                                                                                                               
|                   
|Date: June 16, 2003 |  | By: /s/ Charles R. TutterowCharles R. Tutterow
Executive Vice President, Chief Financial
Officer and Secretary

13



---



##### 



CERTIFICATIONS

I, Michael L. Fulbright, certify that:



|1. |  | I have reviewed this annual report on Form 10-K of JPS Industries,
Inc.;                                                                                                                                                                                                                                                
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;
|  
|3. |  | Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present in
all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented
in this annual report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:                                                                                                  



| | a) |  | designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities,
particularly during the period in which this annual report is
being prepared;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90
days prior to the filing date of this annual report (the
Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this annual report our conclusions about
the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrants auditors and
the audit committee of registrants board of directors (or persons
performing the equivalent functions):
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrants ability to record, process, summarize and report
financial data and have identified for the
registrants auditors any material weaknesses in internal
controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrants internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have indicated in
this annual report whether there were any significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                    |  |        |  |                                                                                     
|------------------- |  | ------ |  | ------------------------------------------------------------------------------------
|Date: June 16, 2003 |  | Title: |  | /s/ Michael L. FulbrightChairman of the Board,
President and Chief Executive Officer

14



---



##### 



CERTIFICATIONS

I, Charles R. Tutterow, certify that:



|1. |  | I have reviewed this annual report on Form 10-K of JPS Industries, Inc.;                                                                                                                                                                                                                                                
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with
respect to the period covered by this annual report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this annual report,
fairly present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the periods
presented in this annual report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:                                                                                                  



| | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities,
particularly during the period in which this annual report is
being prepared;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90
days prior to the filing date of this annual report (the
Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this annual report our conclusions about
the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officers and I have disclosed, based
on our most recent evaluation, to the
registrants auditors and the audit committee of registrants board of
directors (or persons performing the equivalent functions):
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrants ability to record, process, summarize and report
financial data and have identified for the
registrants auditors any material weaknesses in internal
controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management or
other employees who have a significant
role in the registrants internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have indicated in this
annual report whether there were any
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                    |  |        |  |                                                                                       
|------------------- |  | ------ |  | --------------------------------------------------------------------------------------
|Date: June 16, 2003 |  | Title: |  | /s/ Charles R. TutterowExecutive Vice President, Chief Financial Officer
and Secretary

15



---



##### 



INDEX TO EXHIBITS

The following is a complete list of Exhibits filed as part of this report, which are incorporated herein:

|        |  |                                                                                                                        
|------- |  | -----------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                        
|Number  |  | Description                                                                                                            
|        |  |                                                                                                                        
|99.1    |  | Certification of the Chief Executive Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of
2003. (Filed Herein).
|99.2    |  | Certification of the Chief Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of
2003. (Filed Herein).

16