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                                   FORM 10-K/A
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996

                         Commission File Number: 0-21469

                                 RIDGEVIEW, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             North Carolina                             56-0377410
     (STATE OR OTHER JURISDICTION OF       (I.R.S. EMPLOYER IDENTIFICATION NO.)
     INCORPORATION OR ORGANIZATION)



         2101 North Main Avenue
         Newton, North Carolina                            28658
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                 (ZIP CODE)



                                 (704) 464-2972
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                      NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                          COMMON STOCK, $.01 PAR VALUE


         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.

                                Yes   X       No
                                    -----         -----

         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 [X].




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ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The information required to be furnished in response to this item
appears in and is incorporated by reference from the Company's 1996 Annual
Report to Shareholders. Relevant portions of the Company's 1996 Annual Report to
Shareholders have been filed as Exhibit 13.1 to this report. Exhibit 13.1 has
been refiled with this Amendment in order to reflect the manual signature of
BDO Seidman LLP on its audit report.






















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                                     PART IV

ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)(1) The Company has included the following Consolidated Financial Statements
       with this 10-K Report:


-    Consolidated Statements of Income -- For the Years Ended December 31, 1994,
     1995 and 1996 are incorporated by reference from the Company's 1996 Annual
     Report to Shareholders. Relevant portions of the Company's 1996 Annual
     Report to Shareholders have been filed as Exhibit 13.1 to this report.

-    Consolidated Balance Sheets at December 31, 1995 and 1996 are incorporated
     by reference from the Company's 1996 Annual Report to Shareholders.
     Relevant portions of the Company's 1996 Annual Report to Shareholders have
     been filed as Exhibit 13.1 to this report.

-    Consolidated Statements of Shareholders' Equity -- For the Years Ended
     December 31, 1994, 1995 and 1996 are incorporated by reference from the
     Company's 1996 Annual Report to Shareholders. Relevant portions of the
     Company's 1996 Annual Report to Shareholders have been filed as Exhibit
     13.1 to this report.

-    Consolidated Statements of Cash Flows -- For the Years Ended December 31,
     1994, 1995 and 1996 are incorporated by reference from the Company's 1996
     Annual Report to Shareholders. Relevant portions of the Company's 1996
     Annual Report to Shareholders have been filed as Exhibit 13.1 to this
     report.

-    Notes to Consolidated Financial Statements -- For the Years Ended December
     31, 1994, 1995 and 1996 are incorporated by reference from the Company's
     1996 Annual Report to Shareholders. Relevant portions of the Company's 1996
     Annual Report to Shareholders have been filed as Exhibit 13.1 to this
     report.

(a)(2) The Company has included the following Consolidated Financial Statement
       schedules with this 10-K Report:

-    Report of Independent Auditors on Supplemental Schedule (included in
     Subsection (d) of this Item 14).

-    Schedule II - Valuation and Qualifying Accounts (included in 
     Subsection (d) of this Item 14).



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         We have omitted all other schedules for which provision is made in the
applicable accounting regulations of the Securities and Exchange Commission
because they are either not required under the related instructions or are
inapplicable.

(b) Reports on Form 8-K

         None.

(c) Exhibits

--------------------------------------------------------------
                    Previously Filed and
                   Incorporated Herein by
                          Reference
--------------------------------------------------------------



<TABLE>
<CAPTION>

                     Document With Which            As
  Exhibit                Exhibit Was              Exhibit
     No.              Previously Filed              No.                   Exhibit Description
     ---              ----------------              ---                   -------------------


<C>                          <C>                    <C>       <S>
  3.1                        (1)                    3.1       Articles of Incorporation of Ridgeview, Inc., as
                                                              amended and restated.
  3.2                        (1)                    3.2       Bylaws of Ridgeview, Inc., as amended and
                                                              restated.
  4.1                        (1)                    4.1       Form of Common Stock Certificate.
 10.1                        (1)                   10.1       License Agreement dated as of January 1, 1994 by
                                                              and between Ellen Tracy, Inc. and Company
 10.1(a)                                                      Form of letter dated October 22, 1996 from Ellen
                                                              Tracy Inc. extending license agreement until
                                                              December 31, 1997
 10.2                        (1)                   10.2       License Agreement dated May 28, 1996 between
                                                              Jones Investment Co., Inc. and Ridgeview, Inc.
 10.3                                                         Amended and Restated Loan and Security
                                                              Agreement (Term Loan and Revolving Loan)
                                                              dated as of December 20, 1996 by and among
                                                              Ridgeview, Inc. Seneca Knitting Mills
                                                              Corporation, Interknit, Inc. and NationsBank,
                                                              N.A. (South).
 10.4                                                         First Amendment to Amended and Restated Loan
                                                              and Security Agreement (Term Loan and
                                                              Revolving Loan) dated as of January 31, 1997 by
                                                              and among Ridgeview, Inc., Seneca Knitting Mills
                                                              Corporation, Interknit, Inc. and NationsBank,
                                                              N.A. (South)
</TABLE>


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<TABLE>
<C>                          <C>                   <C>        <S>

 10.5                                                         Second Amendment to Amended and Restated
                                                              Loan and Security agreement (Term Loan and
                                                              Revolving Loan) dated March 13, 1997, by and
                                                              among Ridgeview, Inc., Seneca Knitting Mills
                                                              Corporation, Interknit, Inc. and NationsBank N.A.
                                                              (South)
 10.6                        (1)                   10.11      Form of Loan and Security Agreement for
                                                              outstanding loans from MetLife Capital
                                                              Corporation to Interknit, Inc.
 10.7                        (1)                   10.12      Mortgage and Security Agreement dated June 28,
                                                              1995 between Ridgeview, Inc. and NationsBank of
                                                              Georgia, N.A.
 10.8                        (1)                   10.13      Deed of Trust and Security Agreement (Term
                                                              Loans) dated as of January 10, 1995, by and 
                                                              among Ridgeview, Inc., Christopher C. Kupec 
                                                              and NationsBank of Georgia, N.A.            
 10.9                        (1)                   10.14      Deed of Trust and Security Agreement (Revolving
                                                              Loans) dated as of January 10, 1995, by and  
                                                              among Ridgeview, Inc., Christopher C. Kupec  
                                                              and NationsBank of Georgia, N.A.             
10.10                        (1)                   10.15      First Amendment to Deed of Trust and Security
                                                              Agreement (Revolving Loans) dated as of June 11,
                                                              1996 by and among Ridgeview, Inc., Christopher
                                                              C. Kupec and NationsBank, N.A. (South).
10.11                        (1)                   10.16      Security Agreement dated as of June 28, 1995 by
                                                              and between Seneca Knitting Mills Corporation
                                                              and NationsBank of Georgia, N.A.
10.12                        (1)                   10.17      Agreement for Sale of Capital Stock dated April
                                                              27, 1995, between George G. Souhan, Susan C.
                                                              Souhan, Geb F. Souhan, Elizabeth M. Souhan and
                                                              Timothy J.J. Souhan and Ridgeview, Inc.
10.13                        (1)                   10.18      Agreement for Sale of Stock Amendment No. 1
                                                              dated June 28, 1995, between George G. Souhan,
                                                              Susan C. Souhan, Geb F. Souhan, Elizabeth M.
                                                              Souhan and Timothy J.J. Souhan and Ridgeview,
                                                              Inc.
10.14                        (1)                   10.19      Salary Continuation Agreement dated March 1,
                                                              1983 by and between Ridgeview Mills, Inc. and
                                                              Albert C. Gaither.*
10.15                        (1)                   10.20      Salary Continuation Agreement dated March 1,
                                                              1983 by and between Ridgeview, Mills, Inc. and
                                                              Hugh R. Gaither.*
10.16                        (1)                   10.21      First Amendment to Salary Continuation
                                                              Agreement by and between Ridgeview, Inc. and
                                                              Hugh R. Gaither dated June 8, 1992.*
10.17                        (1)                   10.22      Salary Continuation Agreement dated March 1,

</TABLE>




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<TABLE>
<C>                          <C>                   <C>        <S>
                                                              1983 by and between Ridgeview Mills, Inc. and
                                                              William D. Durrant.*
10.18                        (1)                   10.23      First Amendment to Salary Continuation
                                                              Agreement by and between Ridgeview, Inc. and
                                                              William D. Durrant dated June 8, 1992.*
10.19                        (1)                   10.24      Salary Continuation Agreement dated June 8, 1992
                                                              by and between Ridgeview, Inc. and Susan Gaither
                                                              Jones.*
10.20                        (1)                   10.25      Salary Continuation Agreement dated July 1, 1996
                                                              by and between Ridgeview, Inc. and Walter L.
                                                              Bost, Jr.*
10.21                        (1)                   10.26      Split Dollar Life Insurance Agreement dated
                                                              January 1, 1992 between Ridgeview, Inc. and
                                                              Albert C. Gaither.*
10.22                        (1)                   10.27      Ridgeview, Inc. 1995 Omnibus Stock Option Plan
                                                              as amended and restated.*
10.23                        (1)                   10.28      Description of Incentive Bonus Arrangement for
                                                              Named Executive Officers.*
10.24                        (1)                   10.29      Ridgeview, Inc. Stock Option Plan for Outside
                                                              Directors.*
10.25                                                         First Modification to Mortgage and Security
                                                              Agreement dated December 20, 1996 between
                                                              Ridgeview, Inc. and NationsBank, N.A. (South)
10.26                                                         First Modification to Mortgage and Security
                                                              Agreement dated December 20, 1996 between
                                                              GPM Corporation and NationsBank, N.A. (South)
10.27                                                         Amended, Restated and Consolidated First
                                                              Assignment of Lessee's Interest in Lease dated
                                                              December 20, 1996 by Ridgeview, Inc. and
                                                              NationsBank, N.A. (South)
10.28                                                         Amended, Restated and Consolidated Deed of
                                                              Trust and Security Agreement dated December 20,
                                                              1996, by and among Ridgeview, Inc., John B.
                                                              Miller, Jr. And NationsBank, N.A. (South)
13.1                                                          The portions of the Company's 1996 Annual
                                                              Report to Shareholders that have been incorporated
                                                              by reference into the Company's Annual Report on
                                                              Form 10-K.
21                                                            Subsidiaries of Ridgeview, Inc.
23                           (1)                   23         Consent of BDO Seidman, LLP, independent
                                                              auditors.
27                                                            Financial Data Schedule (included in the EDGAR
                                                              filing only.)
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*        Management contract or compensatory plan or arrangement required to be
         filed as an exhibit to this report pursuant to Item 14(c) of Form 10-K.



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(1)  Registration Statement on Form S-1, file No. 333-11111 filed August 30,
     1996.









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(d) Schedules



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To the Board of Directors and Shareholders of
Ridgeview, Inc. and Subsidiaries

The audits referred to in our report dated February 24, 1997, except for Note 6
which is as of March 13, 1997, relating to the consolidated financial
statements of Ridgeview, Inc. and subsidiaries which is incorporated in Item 8
of the Form 10-K by reference to the annual report to shareholders for the year
ended December 31, 1996, included the audits of the financial statement
schedule listed in the accompanying index.  The financial statement schedule is
the responsibility of the Company's management.  Our responsibility is to
express an opinion on this financial statement schedule based upon our audits.

In our opinion, such financial statement schedule presents fairly, in all
material respects, the information set forth therein.


                                                /s/ BDO SEIDMAN, LLP


Greensboro, North Carolina 
February 24, 1997






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                        RIDGEVIEW, INC. AND SUBSIDIARIES
                SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
                                 (In Thousands)


<TABLE>
<CAPTION>
                                            Balance at    Charged                                    Balance
                                           Beginning of   to Costs      Other                        at End
Description                                   Period    and Expenses   Changes      Deductions      of Period
-----------                                ------------ ------------   -------      ----------      ---------
<S>                                             <C>      <C>            <C>           <C>             <C>
YEAR ENDED DECEMBER 31, 1994:
Reserves and allowances deducted from
  asset accounts:
  Allowance for uncollectible accounts          $224      $ (29)        $  --         $  --           $195
                                                ----      -----         ------        ------          ----
  Inventory obsolescence reserve                $313      $(128)        $  --         $  --           $185
                                                ----      -----         ------        ------          ----

YEAR ENDED DECEMBER 31, 1995:
Reserves and allowances deducted from
  asset accounts:
  Allowance for uncollectible accounts          $195      $ (29)        $  --         $  --           $371
                                                ----      -----         ------        ------          ----
  Inventory obsolescence reserve                $185      $  85 (a)     $  --         $  --           $270
                                                ----      -----         ------        ------          ----

YEAR ENDED DECEMBER 31, 1996:
Reserves and allowances deducted from
  asset accounts:
  Allowance for uncollectible accounts          $371      $ 131         $  --         $  --           $502
                                                ----      -----         ------        ------          ----
  Inventory obsolescence reserve                $270      $ 200         $  --         $  --           $470
                                                ----      -----         ------        ------          ----
</TABLE>

------------
(a) Does not include an adjustment for the direct write-off of obsolete,
    unfinished women's hosiery products in excess of normal reserves in the
    amount of $621.





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         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to be 
signed on its behalf by the undersigned, thereunto duly authorized.

                                          RIDGEVIEW, INC.


                                          By:  /s/ Hugh R. Gaither
                                               -------------------------------
                                               Hugh R. Gaither, President and
                                               Chief  Executive Officer











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