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                                                                  EXHIBIT 10.61


                              AMENDMENT AGREEMENT


         This Amendment Agreement, dated as of July 31, 1998 (this
"Agreement"), is among WESTPOINT STEVENS INC., a Delaware corporation (the
"Borrower"), WESTPOINT STEVENS (UK) LIMITED, WESTPOINT STEVENS (EUROPE)
LIMITED, each of the Existing Banks (as defined below) signatories hereto,
NATIONSBANK, N.A., as Administrative Agent (the "Agent") for the Existing Banks
and NATIONAL WESTMINSTER BANK PLC ("NatWest").

                                   RECITALS:

         A. Pursuant to that certain Second Amended and Restated Credit
Agreement, dated as of June 9, 1998 among the Borrower, WestPoint Stevens (UK)
Limited and WestPoint Stevens (Europe) Limited (collectively, the "Foreign
Borrowers"), the lending and financial institutions party thereto (the
"Existing Banks"), and the Agent, as amended by that certain letter agreement
dated as of June 10, 1998 among the Borrower, the Foreign Borrowers, the
Existing Banks, and the Agent (as amended, the "Existing Credit Agreement"),
the Existing Banks have agreed to make revolving loan and letter of credit
facilities available to the Borrower and the Foreign Borrowers.

         B. The Borrower and the Foreign Borrowers have requested that the
Existing Banks agree to amend the Existing Credit Agreement to increase the
aggregate Revolving Committed Amount by $25,000,000 and to add NatWest as a
Bank under the Existing Credit Agreement.

         C. The Existing Banks are willing to modify the Existing Credit
Agreement as requested by the Borrower and the Foreign Borrowers upon the terms
and conditions of this Agreement.

         NOW, THEREFORE, based upon the foregoing, and for good and valuable
consideration, the sufficiency and receipt of which is hereby acknowledged, the
parties hereby agree as follows:

                                     PART I
                                  DEFINITIONS

         SUBPART 1.1. Certain Definitions. Unless otherwise defined herein or
the context otherwise requires, terms used in this Agreement, including its
preamble and recitals, have the following meanings:

                "Amended Credit Agreement" means the Existing Credit Agreement
as amended hereby.

                "Effective Date" shall have the meaning ascribed to such term
in Subpart 4.1.

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         SUBPART 1.2. Other Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this Agreement, including its
preamble and recitals, have the meanings provided in the Amended Credit
Agreement.

                                    PART II
                    AMENDMENTS TO EXISTING CREDIT AGREEMENT

         Effective on (and subject to the occurrence of) the Effective Date,
the Existing Credit Agreement is hereby amended in accordance with this Part
II. Except as so amended, the Existing Credit Agreement shall continue in full
force and effect.

                  SUBPART 2.1 Amendment to Section 2.1(a). Section 2.1(a) of
the Existing Credit Agreement is amended by replacing the phrase and amount
"FIVE HUNDRED FIFTY MILLION DOLLARS ($550,000,000)" with the new phrase and
amount "FIVE HUNDRED SEVENTY-FIVE MILLION DOLLARS ($575,000,000)".

                  SUBPART 2.2 Amendment to Section 2.2(a). Section 2.2(a) of
the Existing Credit Agreement is amended by replacing the phrase and amount
"FIVE HUNDRED FIFTY MILLION DOLLARS ($550,000,000)" with the new phrase and
amount "FIVE HUNDRED SEVENTY-FIVE MILLION DOLLARS ($575,000,000)".

                  SUBPART 2.3 Addition of NatWest to Signature Page. The
signature pages of the Existing Credit Agreement are amended by adding
"NATIONAL WESTMINSTER BANK" as an additional Bank, immediately following the
signature block of Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.,
"Rabobank Nederland", New York Branch in the Existing Credit Agreement.

                  SUBPART 2.4 Amendment to Schedule 2.1. Schedule 2.1 of the
Existing Credit Agreement is deleted and replaced with a new Schedule 2.1 in
the form and content of Exhibit "A" attached to this Agreement and incorporated
herein by reference.

                                    PART III
                               JOINDER OF NATWEST

         Upon the Effective Date as set forth in Section 4.1 hereof, each of
NatWest, the Borrower, the Foreign Borrowers, the Existing Banks, and the Agent
hereby acknowledges, agrees and confirms that, NatWest will be deemed to be a
party to each of the Amended Credit Agreement and the Collateral Trust
Agreement and a "Bank" for all purposes of the Amended Credit Agreement and the
Collateral Trust Agreement, and shall have all of the rights and obligations of
a Bank thereunder as if it had originally executed the Existing Credit
Agreement and the Collateral Trust Agreement. NatWest hereby ratifies, as of
the date hereof, and agrees to be bound by, all of the terms, provisions and
conditions contained in the Amended Credit Agreement and the Collateral Trust
Agreement. Natwest (i) confirms that it has received a copy of the Existing
Credit Agreement, together with copies of the financial statements referred to
in Section 7.1 thereof, and such other documents and information as it has
deemed appropriate to 


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make its own credit analysis and decision to enter into this Agreement; (ii)
agrees that it will, independently and without reliance upon the Agent, any
other Bank or the Trustee, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Amended Credit Agreement; (iii) agrees
that it will perform in accordance with their respective terms all of the
obligations that either the Amended Credit Agreement or the Collateral Trust
Agreement requires to be performed by it as a Bank; and (iv) appoints and
authorizes the Agent and the Trustee to take such action as Agent and Trustee
under the Amended Credit Agreement and the Collateral Trust Agreement,
respectively, including without limitation the exercise of such powers and
discretion under the Amended Credit Agreement or the Collateral Trust Agreement
as are delegated to the Agent or the Trustee by the terms thereof, together
with such powers and discretion as are reasonably incidental thereto.

                                    PART IV
                          CONDITIONS TO EFFECTIVENESS

         SUBPART 4.1 Effective Date. The other amendments effected by this
Agreement shall be and become effective as of the date hereof when (i) all of
the conditions set forth in this Subpart 4.1 shall have been satisfied and (ii)
the Required Banks, the Borrower, the Foreign Borrower, and NatWest shall have
duly executed counterparts of this Agreement and provided original copies
thereof to the Agent.

                  SUBPART 4.1.1. Closing Certificate. The Agent shall have
         received a certificate from the Borrower and the Foreign Borrowers
         certifying that (i) no Default or Event of Default exists as of the
         Effective Date, and (ii) the representations and warranties of the
         Borrower and the Foreign Borrowers made in or pursuant to the Credit
         Documents are true in all material respects on and as of the Effective
         Date.

                  SUBPART 4.1.2. Guarantors Consent. Each of the Guarantors
         shall have executed the Consent included in the signature pages of
         this Agreement, and the Agent shall have received such Consent
         executed by each Guarantor.

                  SUBPART 4.1.3. Mortgage Modifications. The Agent shall have
         received from the Borrower, where necessary or appropriate in the
         reasonable judgment of the Agent upon advice of counsel, duly executed
         modifications of the Mortgage Instruments. The Mortgage Instruments
         shall be modified to reflect the increase in the Revolving Committed
         Amount effected by this Agreement. The Agent, the Trustee and the
         Borrower may provide in such modifications of the Mortgage Instruments
         for the prospect of future increases in the Revolving Committed
         Amount, but any such future increases shall, in each instance, be
         subject to the specific approval by each of the Banks.

                  SUBPART 4.1.4. Corporate Action. The Borrower shall deliver
         to the Agent certified copies of all corporate action taken by each
         Credit Party approving this Agreement and each of the documents
         executed and delivered in connection herewith (including, 


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         without limitation, a certificate setting forth the resolutions of the
         Board of Directors of each Credit Party adopted in respect of the
         transactions contemplated by this Agreement.)

                  SUBPART 4.1.5. Documentation. The Existing Banks, NatWest and
         the Agent shall have received all information, and such counterpart
         originals or such certified or other copies of such originals, as they
         may reasonably request, and all legal matters incident to the
         transactions contemplated by this Agreement shall be satisfactory to
         the counsel for the Agent.

                                     PART V
                                 MISCELLANEOUS

         SUBPART 5.1 Cross-References. References in this Agreement to any Part
or Subpart are, unless otherwise specified, to such Part or Subpart of this
Agreement.

         SUBPART 5.2 Instrument Pursuant to Existing Credit Agreement. This
Agreement is a document executed pursuant to the Existing Credit Agreement and
shall (unless otherwise expressly indicated therein) be construed, administered
and applied in accordance with the terms and provisions of the Existing Credit
Agreement.

         SUBPART 5.3 Credit Documents. Each of the Borrower and the Foreign
Borrowers hereby confirms and agrees that the Credit Documents are, and shall
continue to be, in full force and effect, except as amended hereby, except
that, on and after the Effective Date, references in each Credit Document to
the "Credit Agreement", "thereunder", "thereof" or words of like import
referring to the Existing Credit Agreement shall mean the Amended Credit
Agreement.

         SUBPART 5.4. Representations and Warranties. Each of the Borrower and
the Foreign Borrowers hereby represents and warrants that (i) it has the
requisite corporate power and authority to execute, deliver and perform this
Agreement, (ii) it is duly authorized to, and has been authorized by all
necessary corporate action, to execute, deliver and perform this Agreement,
(iii) it has no claims, counterclaims, offsets, or defenses to the Credit
Documents and the performance of its obligations thereunder, (iv) the
representations and warranties contained in Section 6 of the Existing Credit
Agreement are, subject to the limitations set forth therein, true and correct
in all material respects on and as of the date hereof as though made on and as
of such date (except for those which expressly relate to an earlier date or
those which relate to specific schedules, the changes to which do not represent
a Material Adverse Effect), (v) no event of default under any other agreement,
document or instrument to which it is a party will occur as a result of the
transactions contemplated hereby, and (vi) as of the date of this Agreement, no
Event of Default or Defaults exists.

         SUBPART 5.5. Costs and Expenses. The Borrower hereby agrees to pay on
demand all costs and expenses (including without limitation the reasonable fees
and expenses of counsel to the Agent) incurred by the Agent in connection with
the negotiation, preparation, execution, and delivery of this Agreement and the
enforcement or preservation of any rights and remedies of the Banks and the
Agent hereunder.


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         SUBPART 5.6. Counterparts, Effectiveness, Etc. This Agreement may be
executed by the parties hereto in several counterparts, each of which shall be
deemed to be an original and all of which shall constitute together but one and
the same agreement.

         SUBPART 5.7. Captions. The captions in this Agreement are inserted
only as a matter of convenience and for reference and in no way define, limit
or describe the scope of this Agreement or any provision hereof.

         SUBPART 5.8 Governing Law. THIS AGREEMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK
WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

         SUBPART 5.9. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.




               [Remainder of this page intentionally left blank.]



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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective duly authorized officers as of the day and year
first above written.


THE BORROWER:                                WESTPOINT STEVENS INC.,
                                             a Delaware corporation

                                             By:_______________________
                                             Name:_____________________
                                             Title:______________________


THE FOREIGN BORROWERS:                       WESTPOINT STEVENS (UK) LIMITED

                                             By:_______________________
                                             Name:_____________________
                                             Title:______________________

                                             WESTPOINT STEVENS (EUROPE)
                                             LIMITED

                                             By:_______________________
                                             Name:_____________________
                                             Title:______________________



THE BANKS:                                   NATIONSBANK, N.A., individually
                                             in its capacity as a Bank and in
                                             its capacity as Agent and Trustee

                                             By:________________________
                                             Name:______________________
                                             Title:_____________________




                             [Signatures Continued]


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                                             THE FIRST NATIONAL BANK OF
                                             CHICAGO

                                             By:________________________
                                             Name:______________________
                                             Title:_____________________


                                             THE BANK OF NEW YORK

                                             By:________________________
                                             Name:______________________
                                             Title:_____________________


                                             SCOTIABANC INC.

                                             By:________________________
                                             Name:______________________
                                             Title:_____________________


                                             WACHOVIA BANK, N.A.

                                             By:________________________
                                             Name:______________________
                                             Title:_____________________



                             [Signatures Continued]


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                                             SOCIETE GENERALE

                                             By:________________________
                                             Name:______________________
                                             Title:_____________________


                                             ABN AMRO BANK, N.V.

                                             By:________________________
                                             Name:______________________
                                             Title:_____________________

                                             By:________________________
                                             Name:______________________
                                             Title:_____________________


                                             SUNTRUST BANK, ATLANTA

                                             By:________________________
                                             Name:______________________
                                             Title:_____________________

                                             By:________________________
                                             Name:______________________
                                             Title:_____________________

                                             FIRST UNION NATIONAL BANK

                                             By:________________________
                                             Name:______________________
                                             Title:_____________________


                                             FLEET BANK, N.A.

                                             By:________________________
                                             Name:______________________
                                             Title:_____________________


                             [Signatures Continued]


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                                          AMSOUTH BANK

                                          By:________________________
                                          Name:______________________
                                          Title:_____________________


                                          COOPERATIEVE CENTRALE
                                          RAIFFEISEN-BOERENLEENBANK B.A.,
                                          "Rabobank Nederland", New York Branch

                                          By:________________________
                                          Name:______________________
                                          Title:_____________________


                                          By:________________________
                                          Name:______________________
                                          Title:_____________________


                                          NATIONAL WESTMINSTER BANK
                                           PLC

                                          By:________________________
                                          Name:______________________
                                          Title:_____________________






                             [Signatures Continued]



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                              CONSENT TO AGREEMENT

         Each of the undersigned Subsidiary Guarantors, as a party to one or
more of the Credit Documents, hereby acknowledges the execution and delivery of
the Amendment Agreement dated as of July 31, 1998, hereby confirms and agrees
that each Credit Document to which it is a party is, and shall continue to be,
in full force and effect, and hereby ratifies and confirms in all respects its
obligations thereunder. This Consent may be executed by the parties hereto in
counterparts, each of which shall be deemed to be an original and all of which
shall constitute together but one and the same instrument.

                                WEST POINT-PEPPERELL ENTERPRISES, INC.

                                By:____________________________
                                Name:__________________________
                                Title:_________________________

                                J. P. STEVENS & CO., INC.

                                By:____________________________
                                Name:__________________________
                                Title:_________________________

                                J. P. STEVENS ENTERPRISES, INC.

                                By:____________________________
                                Name:__________________________
                                Title:_________________________

                                WESTPOINT STEVENS STORES, INC.

                                By:____________________________
                                Name:__________________________
                                Title:_________________________

                                ALAMAC HOLDINGS INC.

                                By:____________________________
                                Name:__________________________
                                Title:_________________________

                                ALAMAC SUB HOLDINGS INC.

                                By:____________________________
                                Name:__________________________
                                Title:_________________________



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                                  EXHIBIT "A"

                                SCHEDULE 2.1(A)

                       Schedule of Banks and Commitments

<TABLE>
<CAPTION>

                                               Revolving             Revolving         Foreign Currency           LOC
                                               Committed             Commitment         Loan Committed         Committed
               Bank                              Amount              Percentage             Amount               Amount
               ----                            ---------             ----------             ------               ------
<S>                                          <C>                    <C>                <C>                   <C>
        NationsBank, N.A.                    $ 51,111,111.12        8.888888890%       $ 4,444,444.45       $ 4,444,444.45
The First National Bank of Chicago           $ 51,111,111.11        8.888888889%       $ 4,444,444.44       $ 4,444,444.44
         ScotiaBanc Inc.                     $ 51,111,111.11        8.888888889%       $ 4,444,444.44       $ 4,444,444.44
       The Bank of New York                  $ 51,111,111.11        8.888888889%       $ 4,444,444.44       $ 4,444,444.44
       Wachovia Bank, N.A.                   $ 51,111,111.11        8.888888889%       $ 4,444,444.44       $ 4,444,444.44
       ABN Amro Bank, N.V.                   $ 51,111,111.11        8.888888889%       $ 4,444,444.44       $ 4,444,444.44
         Societe Generale                    $ 51,111,111.11        8.888888889%       $ 4,444,444.44       $ 4,444,444.44
      SunTrust Bank, Atlanta                 $ 51,111,111.11        8.888888889%       $ 4,444,444.44       $ 4,444,444.44
    First Union National Bank                $ 51,111,111.11        8.888888889%       $ 4,444,444.44       $ 4,444,444.44
         Fleet Bank, N.A.                    $ 35,000,000.00        6.086956522%       $ 3,043,478.26       $ 3,043,478.26
        Rabobank Nederland                   $ 30,000,000.00        5.217391304%       $ 2,608,695.65       $ 2,608,695.65
           AmSouth Bank                      $ 25,000,000.00        4.347826087%       $ 2,173,913.04       $ 2,173,913.04
    National Westminster Bank                $ 25,000,000.00        4.347826087%       $ 2,173,913.04       $ 2,173,913.04
                                             ---------------       -------------       --------------       -------------- 
                                             $575,000,000.00         100.000000%       $50,000,000.00       $50,000,000.00
</TABLE>