EXHIBIT 4.4

                                SECOND AMENDMENT
                                ----------------

                  SECOND  AMENDMENT  (this  "Amendment"),  dated as of March 26,
1999, among HOSIERY  CORPORATION OF AMERICA,  INC., a Delaware  corporation (the
"Borrower"),  the lending institutions party to the Credit Agreement referred to
below (the "Banks") and BANKERS TRUST COMPANY,  as Agent (in such capacity,  the
"Agent").  Unless otherwise indicated, all capitalized terms used herein and not
otherwise defined shall have the respective  meanings provided such terms in the
Credit Agreement referred to below.


                              W I T N E S S E T H:


                  WHEREAS, the Borrower,  the Banks and the Agent are parties to
a Credit Agreement,  dated as of October 17, 1994 and amended and restated as of
November  20,  1997  (as  amended,   amended  and  restated,   modified   and/or
supplemented  through but not  including  the Second  Amendment  Effective  Date
referred to below, the "Credit Agreement"); and

                  WHEREAS,  subject to and on the terms and conditions set forth
herein,  the  parties  hereto  wish to amend the Credit  Agreement,  as provided
below;

                  NOW, THEREFORE, it is agreed:

I.       Amendments and Waivers to Credit Agreement.

                  1. Section 1.01 of the Credit  Agreement is hereby  amended by
(i) inserting the text ", the Incremental  Revolving Facility" immediately after
the text "Term  Facility"  appearing  in said  Section  and (ii)  inserting  the
following new clause (e) at the end of said Section:

                  "(e) Loans under the Incremental  Revolving Facility (each, an
         "Incremental  Revolving  Loan"  and,  collectively,   the  "Incremental
         Revolving  Loans")  (i) shall be made at any time and from time to time
         on and after the Second  Amendment  Effective Date and prior to the IRF
         Maturity Date,  provided that  Incremental  Revolving Loans may be made
         only when the sum of (A) the aggregate  outstanding principal amount of
         Revolving Loans, plus (B) the Letter of Credit  Outstanding  (exclusive
         of  Unpaid  Drawings  which  are  repaid  with  the  proceeds  of,  and
         simultaneously  with the incurrence  of, the  respective  incurrence of
         Revolving  Loans),  plus  (C)  the  outstanding   principal  amount  of
         Swingline  Loans  (exclusive of Swingline Loans which are paid with the
         proceeds of, and simultaneously  with the incurrence of, the respective
         incurrence  of Revolving  Loans),  equals  $20,000,000,  (ii) except as
         hereinafter  provided,  may, at the option of the Borrower, be incurred
         and maintained as, and/or converted into, Base Rate Loans or Eurodollar
         Loans,  provided that all  Incremental  Revolving Loans made as part of
         the  same  Borrowing  shall,  unless  otherwise  specifically  provided
         herein,  consist of Incremental Revolving Loans of the same Type, (iii)
         may be repaid and reborrowed in accordance  with the provisions  hereof
         and (iv)  shall not  exceed for any Bank,  after  giving  effect to any
<PAGE>
         
         incurrence  thereof,   that  aggregate  principal  amount  which,  when
         combined with the aggregate  outstanding  principal amount of all other
         Incremental  Revolving  Loans  of such  Bank,  equals  the  Incremental
         Revolving Commitment of such Bank at such time.".

                  2. Section 1.05 of the Credit  Agreement is hereby  amended by
(i)  deleting  the word  "and"  appearing  at the end of clause  (ii) of Section
1.05(a) and  inserting a comma in lieu thereof and (ii)  inserting the text "and
(iv) if Incremental  Revolving Loans, by a promissory note  substantially in the
form of Exhibit B-4 with blanks  appropriately  completed in conformity herewith
(each,  an  "Incremental  Revolving Note" and,  collectively,  the  "Incremental
Revolving Notes")" at the end of clause (a) of said Section.

                  3. Section 1.07 of the Credit  Agreement is hereby  amended by
inserting the text ", Incremental Revolving  Commitments"  immediately after the
text "Term Commitments" appearing in said Section.

                  4. Section 1.09 of the Credit  Agreement is hereby  amended by
deleting clause (iv) of said Section in its entirety and inserting the following
new clause (iv) in lieu thereof:

                  "(iv) no Interest  Period with  respect to a Borrowing of Term
         Loans or Revolving  Loans may be elected  that would extend  beyond the
         Final Maturity Date and no Interest  Period with respect to a Borrowing
         of Incremental  Revolving Loans may be elected that would extend beyond
         the IRF Maturity Date;".

                  5. Section 3.01 of the Credit  Agreement is hereby amended by
inserting the following new clause (g) at the end of said Section:

                  "(g) The Borrower  agrees to pay to the Agent a commitment fee
         (the "IRF Commitment Fee") for the account of each  Non-Defaulting Bank
         with an  Incremental  Revolving  Commitment  for the  period  from  and
         including the Second  Amendment  Effective  Date to, but not including,
         the date  upon  which the  Incremental  Revolving  Commitment  has been
         terminated,  computed  for each day at a per annum rate equal to 1/2 of
         1% multiplied by the then unutilized  Incremental  Revolving Commitment
         of such Bank.  Such IRF  Commitment  Fees  shall be due and  payable in
         arrears on the last  Business Day of each March,  June,  September  and
         December  and  on  the  date  upon  which  the  Incremental   Revolving
         Commitment is terminated.".

                  6.  Notwithstanding  anything  to the  contrary  contained  in
Section  3.02 of the Credit  Agreement,  (i) the  Borrower  may not  voluntarily
terminate or partially  reduce the Total Revolving  Commitment at any time prior
to the IRF  Termination  Date and  (ii) the  Borrower  shall  have the  right to
terminate  or  partially  reduce  the  unutilized  Total  Incremental  Revolving
Commitment,  without premium or penalty,  provided that (x) any such termination
or  reduction  shall be applied to  proportionally  and  permanently  reduce the
Incremental Revolving Commitment of each Bank with such a Commitment and (y) any
such  termination  or  reduction  shall  be  in an  amount  equal  to  at  least
$1,000,000.
                                       2
<PAGE>


                  7. Section 3.03 of the Credit  Agreement is hereby  amended by
deleting  clauses (c) and (d) of said Section in their entirety and inserting in
lieu thereof the following new clauses (c), (d), (e) and (f):

                  "(c)  The  Total   Incremental   Revolving   Commitment  shall
         terminate in its  entirety on the earlier of (i) the IRF Maturity  Date
         and (ii) the date on which any Change of Control occurs.

                  (d) On each date on which a mandatory  repayment of Term Loans
         pursuant to Section 4.02(A)(c),  (d), (e), (f) or (g) would be required
         in the absence of Section 4.02(A)(j),  the Total Incremental  Revolving
         Commitment  shall  be  permanently  reduced  by  the  amount  otherwise
         required to be applied to repay Term Loans pursuant to said Section.

                  (e) On each date on and after  the IRF  Termination  Date upon
         which  a  mandatory   repayment  of  Term  Loans  pursuant  to  Section
         4.02(A)(c), (d), (e), (f) or (g) is required (and exceeds in amount the
         aggregate  principal amount of Term Loans then outstanding) or would be
         required  if Term  Loans  were then  outstanding,  the Total  Revolving
         Commitment shall be permanently reduced by the amount, if any, by which
         the amount required to be applied pursuant to said Section  (determined
         as if an  unlimited  amount of Term  Loans were  actually  outstanding)
         exceeds the aggregate principal amount of Term Loans then outstanding.

                  (f) Each partial  reduction of the Total Revolving  Commitment
         or the Total Incremental  Revolving Commitment pursuant to this Section
         3.03  shall  apply  proportionately  to  the  Revolving  Commitment  or
         Incremental Revolving Commitment, as the case may be, of each Bank with
         such a Commitment.".

                  8.  Notwithstanding  anything  to the  contrary  contained  in
Section 4.01 of the Credit  Agreement,  the  Borrower  shall not be permitted to
prepay voluntarily any Term Loans or Revolving Loans pursuant to said Section at
any time  prior to the IRF  Termination  Date,  provided  that at any time a new
Letter of Credit is being  issued under the Credit  Agreement,  the Borrower may
repay  Revolving  Loans with the proceeds of Incremental  Revolving Loans to the
extent  necessary so that after giving effect to such issuance and repayment the
sum of the  aggregate  outstanding  principal  amount of Revolving  Loans and of
Swingline Loans plus Letter of Credit  Outstandings at such time does not exceed
the Total Revolving Commitment at such time.

                  9.  Section 4.02(A)(a) of the Credit Agreement is hereby
amended by inserting the following new clause (iii) at the end of said Section:

                  "(iii)  If on any  date the sum of the  aggregate  outstanding
         principal  amount of  Incremental  Revolving  Loans  exceeds  the Total
         Incremental  Revolving Commitment as then in effect, the Borrower shall
         repay on such date the principal of Incremental  Revolving  Loans in an
         aggregate amount equal to such excess.".

                  10. Section 4.02(A) of the Credit Agreement is hereby amended
by inserting the following new clause (j) at the end of said Section:
                                       3
<PAGE>

                (j)  "Notwithstanding  anything  to the  contrary  contained  in
         Sections  4.02(A)(c),  (d), (e), (f) and (g), no mandatory repayment of
         Term Loans  otherwise  required to be made  pursuant  to said  Sections
         shall be required to be made prior to the IRF Maturity Date.".

                  11.      Section  6.05(b) of the Credit  Agreement  is hereby
amended by deleting  said  Section in its entirety and inserting the following 
new Section 6.05(b) in lieu thereof:

                  "(b) The  proceeds  of all  Revolving  Loans  and  Incremental
         Revolving  Loans  may be used for the  general  corporate  and  working
         capital purposes of the Borrower and its Subsidiaries.".

                  12. Section 8.11 of the Credit  Agreement is hereby amended by
deleting the table  appearing  in said Section in its entirety and  inserting in
lieu thereof the following new table:

"Fiscal Quarter                                                  Ratio
 --------------                                                  -----
Fiscal quarter ended in December, 1998                         1.05 to 1
Fiscal quarter ended in March, 1999                            1.00 to 1
Fiscal quarter ended in June, 1999                             1.00 to 1
Fiscal quarter ended in September, 1999                        1.00 to 1

Each fiscal quarter ended thereafter                           1.15 to 1".


                  13. Section 8.12 of the Credit  Agreement is hereby amended by
deleting the table  appearing  in said Section in its entirety and  inserting in
lieu thereof the following new table:

"Fiscal Quarter                                                  Amount
---------------                                                  ------
Fiscal quarter ended in December, 1998                         $25,000,000
Fiscal quarter ended in March, 1999                            $20,000,000
Fiscal quarter ended in June, 1999                             $20,000,000
Fiscal quarter ended in September, 1999                        $20,000,000

Fiscal quarter ended in December, 1999                         $35,000,000
Fiscal quarter ended in March, 2000                            $42,500,000
Fiscal quarter ended in June, 2000                             $43,500,000
Fiscal quarter ended in September, 2000                        $45,500,000

Fiscal quarter ended in December, 2000                         $49,500,000
Fiscal quarter ended in December, 2001                         $50,000,000

Fiscal quarter ended thereafter                                $50,000,000".


                  14. Section 8.13 of the Credit  Agreement is hereby amended by
deleting the table  appearing  in said Section in its entirety and  inserting in
lieu thereof the following new table:
                                       4
<PAGE>

"Fiscal Quarter                                               Ratio
 --------------                                               -----
Fiscal quarter ended in December, 1998                      2.85 to 1
Fiscal quarter ended in March, 1999                         3.60 to 1
Fiscal quarter ended in June, 1999                          3.00 to 1
Fiscal quarter ended in September, 1999                     3.00 to 1
Fiscal quarter ended in December, 1999                      2.25 to 1

Each fiscal quarter ended thereafter                        2.00 to 1".


                  15. Section 10 of the Credit Agreement is modified by deleting
the definitions of  "Commitment",  "Facility",  "Minimum  Borrowing  Amount" and
"Total Commitment" in their entirety and inserting the following new definitions
in appropriate alphabetical order:

                  "Adjusted Total Incremental  Revolving  Commitment" shall mean
at any  time the  Total  Incremental  Revolving  Commitment  less the  aggregate
Incremental Revolving Commitments of all Defaulting Banks.

                  "Commitment"  shall  mean,  with  respect to each  Bank,  such
Bank's  Term  Commitment,   Revolving   Commitment  and  Incremental   Revolving
Commitment.

                  "Facility" shall mean any of the credit facilities established
under this  Agreement,  i.e., the Term Facility,  the Revolving  Facility or the
Incremental Revolving Facility.

                  "Incremental  Required Banks" shall mean Non-Defaulting  Banks
whose  Incremental  Revolving  Commitments  (or, if after the Total  Incremental
Revolving  Commitment has been  terminated,  outstanding  Incremental  Revolving
Loans) constitute  greater than 50% of the Adjusted Total Incremental  Revolving
Commitment  (or, if after the Total  Incremental  Revolving  Commitment has been
terminated,   the  aggregate   outstanding   Incremental   Revolving   Loans  of
Non-Defaulting Banks).

                  "Incremental Revolving Commitment" shall mean, with respect to
each Bank,  the amount set forth  opposite  such  Bank's  name in Annex I hereto
directly below the column entitled  "Incremental  Revolving  Commitment," as the
same may be reduced or  terminated  from time to time  pursuant to Section 3.02,
3.03 and/or 9 or  adjusted  from time to time as a result of  assignments  to or
from such Bank pursuant to Section 1.13 and/or 12.04.

                  "Incremental  Revolving  Facility"  shall  mean  the  Facility
evidenced by the Incremental Revolving Commitment.

                  "Incremental Revolving Loan" shall have the meaning provided 
in Section 1.01(e).

                  "Incremental Revolving Note" shall have the meaning provided 
in Section 1.05(a).

                  "IRF Commitment Fee" shall have the meaning provided in 
Section 3.01(g).

                                       5
<PAGE>

                  "IRF  Maturity  Date"  shall mean the  earlier to occur of (i)
December 31, 1999 and (ii) the IRF Termination Date.

                  "IRF  Termination  Date"  shall  mean that date upon which the
Incremental Revolving Commitment has been terminated and all principal,  accrued
interest and other amounts owing in respect of Incremental  Revolving Loans have
been repaid in full.

                  "Minimum  Borrowing  Amount"  shall  mean (i) for Term  Loans,
Revolving Loans and Incremental  Revolving Loans  maintained as Base Rate Loans,
$1,000,000,  (ii) for Term Loans and  Revolving  Loans  maintained as Eurodollar
Loans,   $5,000,000,   (iii)  for  Incremental  Revolving  Loans  maintained  as
Eurodollar Loans, $1,000,000 and (iv) for Swingline Loans, $100,000.

                  "Second  Amendment"  shall mean the Second  Amendment  to this
Agreement, dated as of March 26, 1999.

                  "Second  Amendment  Effective  Date"  shall  have the  meaning
provided in the Second Amendment.

                  "Total  Commitment"  shall  mean  the  sum of the  Total  Term
Commitment,  the Total Revolving Commitment and the Total Incremental  Revolving
Commitment.

                  "Total Incremental  Revolving  Commitment" shall mean the sum
of the Incremental Revolving Commitments of each of the Banks.

                  16. Incremental Revolving Commitments (and related outstanding
obligations) shall be assignable on the same basis as Revolving Commitments (and
outstanding  Revolving  Loans) under Section 12.04(b) of the Credit Agreement as
if each reference to "Revolving  Commitment" therein were instead a reference to
"Revolving  Commitment  or  Incremental  Revolving  Commitment",  provided  that
assignments of Incremental  Revolving  Commitments  may only be made to a Person
which is a Bank on the Second Amendment Effective Date.

                  17.      Section 12 of the Credit Agreement is hereby amended
by adding the following new Section 12.17:

                  "12.17  Agreement  for  Benefit  of Banks  Making  Incremental
         Revolving  Loans.  To  induce  the  Banks  with  Incremental  Revolving
         Commitments  to make the  Incremental  Revolving  Loans  on the  Second
         Amendment  Effective  Date, and for the benefit of such Banks and their
         successors and assigns,  each Bank which executes the Second  Amendment
         agrees for  itself,  and its  successors  and  assigns,  that such Bank
         (including for this purpose its successors and assigns) will not in the
         future agree to any amendment, modification or waiver to this Agreement
         which amends,  modifies or waives the  provisions  of Section  1.01(e),
         3.03,  4.02(A)(a)(iii),  4.02(A)(j) or the  definitions of "Incremental
         Required Banks",  "IRF Maturity Date" or "IRF Termination  Date" in any
         manner  adverse  to the  interests  of  any  Bank  holding  Incremental
         Revolving Loans without the consent of the  Incremental  Required Banks
         at such time.".

                                       6
<PAGE>

                  18. Notwithstanding  anything to the contrary contained in the
Credit Agreement,  no change, waiver,  discharge or termination shall extend the
IRF Maturity Date without the consent of each Bank with an Incremental Revolving
Commitment.

                  19.  Annex I to the  Credit  Agreement  is hereby  amended  by
deleting  same in its entirety and  inserting in lieu thereof the new Annex I as
it appears as attached hereto.

                  20.  The  Credit   Agreement  is  hereby  further  amended  by
inserting a new Exhibit B-4 thereto in the form of Exhibit B-4 attached hereto.

II.  Miscellaneous.
-------------------
                  1. In order to induce the Banks to enter into this  Amendment,
the  Borrower  hereby  (i) makes  each of the  representations,  warranties  and
agreements  contained in Section 6 of the Credit  Agreement and (ii)  represents
and warrants  that there exists no Default or Event of Default,  in each case on
the Second Amendment Effective Date, both before and after giving effect to this
Amendment.

                  2.  This  Amendment  is  limited  as  specified  and shall not
constitute a  modification,  acceptance or waiver of any other  provision of the
Credit Agreement or any other Credit Document.

                  3.  This   Amendment   may  be   executed  in  any  number  of
counterparts and by the different parties hereto on separate counterparts,  each
of which counterparts when executed and delivered shall be an original,  but all
of which shall together  constitute one and the same instrument.  A complete set
of counterparts shall be lodged with the Borrower and the Agent.

                  4.  THIS  AMENDMENT  AND THE  RIGHTS  AND  OBLIGATIONS  OF THE
PARTIES  HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK.

                  5. This  Amendment  shall  become  effective  on the date (the
"Second Amendment Effective Date") when each of the Borrower, the Required Banks
and each Bank providing an Incremental  Revolving Commitment shall have signed a
counterpart  hereof (whether the same or different  counterparts) and shall have
delivered (including by way of facsimile  transmission) the same to White & Case
LLP, 1155 Avenue of the Americas,  New York, NY 10036 Attention:  John Giambalvo
(facsimile number 212-354-8113).

                  6. So long as the Second Amendment  Effective Date occurs, the
Borrower  shall pay (i) to each Bank which has executed a counterpart  hereof on
or prior to 5:00 P.M. (New York time) on the later to occur of March 26, 1999 or
the Second Amendment  Effective Date, a consent fee equal to 0.10% of the sum of
(x) its  Revolving  Commitment  as in  effect  immediately  prior to the  Second
Amendment Effective Date plus (y) the aggregate  outstanding principal amount of
Term Loans immediately prior to the Second Amendment  Effective Date and (ii) to
each Bank providing an  Incremental  Revolving  Commitment  which has executed a
counterpart  hereof  on or prior to 5:00 P.M.  (New  York  time) on the later to
occur of March 26, 1999 or the Second  Amendment  Effective Date, a fee equal to
0.75%  of its  Incremental  Revolving  Commitment  as in  effect  on the  Second
Amendment Effective Date. All fees payable pursuant to the immediately preceding
sentence shall be paid to the Agent within one Business Day after the later date
specified in the immediately preceding sentence, which fees shall be distributed
by the Agent to the relevant Banks in the amounts  specified in the  immediately
preceding sentence.

                                       7
<PAGE>

                  7. From and after the Second  Amendment  Effective  Date,  all
references to the Credit  Agreement in the Credit Agreement and the other Credit
Documents  shall be deemed to be references to the Credit  Agreement as modified
hereby.


                                      * * *


                                       8
<PAGE>


                  IN WITNESS  WHEREOF,  each of the parties  hereto has caused a
counterpart  of this  Amendment to be duly executed and delivered as of the date
first above written.

                                           HOSIERY CORPORATION OF
                                           AMERICA, INC.


                                           By:___________________
                                              Name:
                                              Title:


                                           BANKERS TRUST COMPANY,
                                           Individually and as Agent


                                           By:___________________          
                                              Name: Mary Kay Coyle
                                              Title:


                                           BANK POLSKA KASA OPIEKI, S.A.


                                           By:____________________   
                                              Name:
                                              Title:


                                           EUROPEAN AMERICAN BANK


                                           By:___________________         
                                              Name:
                                              Title:


                                           FIRST UNION NATIONAL BANK


                                           By:____________________            
                                              Name:
                                              Title:

                                       9
<PAGE>


                                           NATIONAL WESTMINSTER BANK PLC
                                           NEW YORK and/or NASSAU BRANCH


                                           By:____________________       
                                              Name:
                                              Title:


                                            NATIONSBANK, N.A.


                                            By:____________________    
                                               Name:
                                               Title:
                                       10
<PAGE>

<TABLE>

                                                                        ANNEX I

                                   COMMITMENTS


<CAPTION>


                                                                                    Incremental
                                  Term                    Revolving                 Revolving
Bank                              Commitment              Commitment                Commitment
----                              --------------          ---------------           -------------
<S>                               <C>                     <C>                       <C>

 Bankers Trust                    $30,588,235.00            $5,148,841.46           $2,235,474.00
 Company

 Bank Polska Kasa Opieki, S.A.                              $1,204,819.28

 European American Bank                                     $3,058,103.98             $764,526.00

 First Union National Bank        $11,470,588.00            $3,529,411.76           $1,000,000.00

 National Westminster Bank Plc    $11,470,588.00            $3,529,411.76

 NationsBank, N.A.                $11,470,588.00            $3,529,411.76           $1,000,000.00


 Total:                           $65,000,000.00           $20,000,000.00           $5,000,000.00
                                  ==============           ==============           =============
</TABLE>


<PAGE>





                                                                    EXHIBIT B-4





                       FORM OF INCREMENTAL REVOLVING NOTE

$_________                                                  New York, New York
                                                           ---------- --, ----


                  FOR VALUE RECEIVED,  HOSIERY  CORPORATION OF AMERICA,  INC., a
Delaware  corporation (the  "Borrower"),  hereby promises to pay to the order of
_______________________  (the  "Bank"),  in lawful money of the United States of
America in immediately available funds, at the Payment Office (as defined in the
Agreement  referred to below) initially  located at One Bankers Trust Plaza, 130
Liberty  Street,  New York, New York 10006, on the IRF Maturity Date (as defined
in the Agreement) the principal sum of  _________________  DOLLARS  ($_________)
or, if less, the then unpaid principal amount of all Incremental Revolving Loans
(as defined in the Agreement) made by the Bank pursuant to the Agreement.

                  The  Borrower  promises  also to pay  interest  on the  unpaid
principal  amount hereof in like money at said office from the date hereof until
paid at the rates and at the times provided in Section 1.08 of the Agreement.

                  This Note is one of the  Incremental  Revolving Notes referred
to in the  Credit  Agreement,  dated as of  October  17,  1994 and  amended  and
restated as of November 20, 1997, among the Borrower,  the lending  institutions
from time to time party thereto (including the Bank), and Bankers Trust Company,
as  Agent  (as  amended,  modified  or  supplemented  from  time  to  time,  the
"Agreement"),  and is entitled to the  benefits  thereof and of the other Credit
Documents (as defined in the  Agreement).  This Note is secured  pursuant to the
Security Documents (as defined in the Agreement).  As provided in the Agreement,
this Note is subject to voluntary  prepayment and mandatory  repayment  prior to
the IRF Maturity Date, in whole or in part.

                  In case an Event of  Default  (as  defined  in the  Agreement)
shall occur and be  continuing,  the  principal of and accrued  interest on this
Note may be  declared  to be due and  payable  in the manner and with the effect
provided in the Agreement.

                  The Borrower  hereby waives  presentment,  demand,  protest or
notice (other than notices expressly  provided for in the Agreement) of any kind
in connection with this Note.
<PAGE>

                  THIS  NOTE  SHALL  BE  CONSTRUED  IN  ACCORDANCE  WITH  AND BE
GOVERNED BY THE LAW OF THE STATE OF NEW YORK.


                                                      HOSIERY CORPORATION OF
                                                      AMERICA, INC.


                                                      By:____________________ 
                                                         Name:
                                                         Title: