AMENDMENT
                                       TO
                              AMENDED AND RESTATED
                            1989 STOCK OPTION PLAN OF
                               GALEY & LORD, INC.


                  AMENDMENT (this "Amendment") to Amended and Restated 1989
Stock Option Plan of Galey & Lord, Inc., as amended (the "Plan). Capitalized
terms used herein but not defined herein shall have the meanings ascribed
thereto in the Plan.

                  WHEREAS, the Board of Directors of Galey & Lord, Inc., a
Delaware Corporation (the "Corporation"), previously adopted the Plan which was
approved by the stockholders of the Corporation;

                  WHEREAS, in November 1996, the Board of Directors of the
Corporation adopted amendments to the Plan, subject to the approval of the
stockholders of the Corporation;

                  WHEREAS, the stockholders of the Corporation approved the
amendments to the Plan set forth hereinbelow at the Annual Meeting of
Stockholders of the Corporation held on February 11, 1997; and

                  WHEREAS, all terms and conditions of the Plan, other than as
specifically amended as set forth in this Amendment, shall remain in full force
and effect.

                  NOW THEREFORE, the Plan has been amended as follows:


     1. The first  sentence of Section 4 of the Plan was deleted in its entirety
and the following sentence was inserted in its place:

                  "The aggregate number of Shares in respect to which Options
                  may be granted under the Plan is 1,850,000 Shares, subject to
                  adjustment in accordance with Section 12 hereof."

     2.  Subsection (a) of Section 6 of the Plan was deleted in its entirety and
the  following new  subsection  (a) of Section 6 of the Plan was inserted in its
place:



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                  "(a) General Provisions

                  (i) On or prior to December 1, 1996 and on or prior to each
                  December 1 thereafter and at the time each Director
                  Participant (as defined below) first becomes a director of the
                  Corporation, each person who is serving as a director of the
                  Corporation on such date and is not a common law employee of
                  the Corporation (hereinafter referred to as a "Director
                  Participant") shall make an irrevocable election in writing
                  (at such time and in such manner as may be prescribed by the
                  Corporation) to receive, on December 30, 1996 and annually
                  thereafter on the third Trading Day (as defined in Section 1
                  under the definition of "Fair Market Value per Share") after
                  the date of the Annual Meeting of Stockholders of the
                  Corporation and on the third Trading Day after the date on
                  which each Director Participant first becomes a director (if
                  such date is a date other than the date of the Annual Meeting
                  of Stockholders of the Corporation), either (A) Options to
                  purchase up to 2,000 Shares, or (B) 1,200 shares of Common
                  Stock issued under the Company's 1996 Restricted Stock Plan
                  (as may be amended from time to time, the "Restricted Stock
                  Plan"), subject to availability under the Restricted Stock
                  Plan, and each Director Participant who elects pursuant to
                  this Section 6(a)(i) to receive Options, shall automatically
                  be granted Options to purchase up to 2,000 Shares on the third
                  Trading Day after the date of the Annual Meeting of
                  Stockholders of the Corporation and on the third Trading Day
                  after the Date on which each Director Participant becomes a
                  director (if such date is a date other than the date of the
                  Annual Meeting of Stockholders of the Corporation).

                  (ii) On or prior to December 1, 1996 and on or prior to each
                  December 1 thereafter and at the time each Director
                  Participant first becomes a director of the Corporation, each
                  Director Participant shall make an irrevocable election in
                  writing (at such time and in such manner as may be prescribed
                  by the Corporation) to receive all of his or her annual
                  director's fees for the subsequent calendar year (or for the
                  remainder of the current calendar year, in the case of a
                  Director Participant who first becomes a director during such
                  calendar year) in the form of (A) cash in the amount of
                  $20,000, or (B) Options to purchase 2,500 Shares, or (C) a
                  combination of ten thousand dollars ($10,000) of cash and
                  (subject to availability under the Restricted Stock Plan) a
                  number of shares of Common Stock issued under the Restricted

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                  Stock Plan derived by dividing 15,000 by the Fair Market Value
                  per Share of the Common Stock on the third Trading Day after
                  January 1 of such calendar year (or the Third Trading Day
                  after the date on which such Director Participant first
                  becomes a director, as the case may be), rounded to the next
                  highest share, and each Director Participant who elects
                  pursuant to this Section 6(a)(ii) to receive Options, shall
                  automatically be granted Options to purchase up to 2,500
                  Shares on the third Trading Day after January 1 of such
                  subsequent calendar year (or on the Third Trading Day after
                  the date on which such Director Participant first becomes a
                  director, as the case may be). Notwithstanding the foregoing
                  provisions of this Section 6(a)(ii), the amount of the annual
                  director's fee to be paid (whether in the form of cash,
                  Options or a combination of cash and shares of Common Stock
                  issued under the Restricted Stock Plan) with respect to a
                  calendar year to a Director Participant who first becomes a
                  director during such calendar year shall be reduced to an
                  amount calculated by multiplying the amount to which a
                  Director Participant otherwise would be payable pursuant to
                  the foregoing provisions of this Section 6(a)(ii) (whether in
                  the form of cash, Options or a combination of cash and shares
                  of Common Stock issued under the Restricted Stock Plan) by a
                  fraction, the numerator of which is the number of calendar
                  days remaining in such calendar year measured from the date on
                  which such Director Participant first becomes a director and
                  the denominator of which is three hundred sixty five (365).

                  (iii) The form of the Options granted pursuant to this Section
                  6 shall be non-qualified stock options. The Exercise Price per
                  Share with respect to Options granted pursuant to this Section
                  6 shall be the Fair Market Value per Share on the date of the
                  grant."

                  IN WITNESS WHEREOF, the Secretary of the Corporation has
executed this Amendment and certifies that the amendments to the Plan set forth
above accurately reflect the amendments to the Plan adopted by the Board of
Directors of the Corporation and approved by the stockholders of the
Corporation.



                                             /s/ Michael R. Harmon
                                                   Michael R. Harmon, Secretary

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