EXHIBIT 10.33

                                                               MCF's Taxpayer
                                                           Identification No.
                                                                   57-0879569

                           SECOND AMENDED AND RESTATED
                                REVOLVING CREDIT
                                 PROMISSORY NOTE

$25,000,000.00
                                                              December 16, 1996
                                                       Columbia, South Carolina


       FOR VALUE RECEIVED,  MARTIN COLOR-FI,  INC., a South Carolina corporation
("MCF"),  STAR FIBERS CORP., a special purpose South Carolina corporation ("Star
Fibers"), CUSTOM COLORANTS,  INC., a South Carolina corporation ("CC"), BUCHANAN
INDUSTRIES,  INC., a South Carolina  corporation  ("BI"),  and PALMETTO SPINNING
CORPORATION,  a South Carolina  corporation ("PS") (MCF, Star Fibers, CC, BI and
PS are  individually  or collectively  as the context  requires,  referred to as
"Borrower" or "Borrowers"), jointly and severally promise to pay to the order of
NATIONSBANK, N.A. as successor to NATIONSBANK,  NATIONAL ASSOCIATION (CAROLINAS)
and to  NATIONSBANK  OF SOUTH  CAROLINA,  N.A.  a national  banking  association
("Bank") at its offices in Columbia,  South  Carolina (or at such other place or
places as the Bank may designate) the principal sum of up to TWENTY-FIVE MILLION
AND  NO/100  DOLLARS  ($25,000,000.00)  under the terms and  conditions  of this
second amended and restated revolving credit promissory note (the "Note") and in
accordance  with that  certain  Second  Amended and  Restated  Revolving  Credit
Promissory Note by and between Borrowers and Bank dated of even date (as further
amended or modified, the "Loan Agreement"). This Note is secured by liens on all
of  Borrowers'  assets  pursuant  inter alia to various (i) Security  Agreements
dated as of July 14,  1994 and  August  9,  1995  (collectively  as  amended  or
modified,  the "Security  Agreements")  (ii)  Mortgages,  Deeds to Secure Debts,
Security  Deeds and other  instruments  dated as of July 14,  1994 and August 9,
1995 (collectively,  as amended or modified,  the "Mortgage  Instruments");  and
(iii) other  agreements  by and between  Borrowers  and Bank.  All of the terms,
conditions and covenants of the Loan Agreement,  the Security Agreements and the
Mortgage  Instruments are expressly made a part of this Note by reference in the
same  manner and with the same  effect as if set forth  herein at length and any
holder of this Note is entitled to the benefits of and remedies  provided in the
Loan  Agreement,  the Security  Agreements,  the Mortgage  Instruments and other
agreements  by and between the  Borrowers  and the Bank.  The Bank shall advance
funds under the  Revolving  Credit Loan  evidenced by this Note to the Borrowers
pursuant to the terms of the Loan Agreement. Any Event of Default under the Loan
Agreement is an Event of Default under the terms of this Note.

       Definitions. As used herein:

       "Leverage  Ratio"  shall mean the ratio  that  (total  liabilities  minus
       Subordinated Indebtedness) BEARS TO (Tangible Net Worth plus Subordinated
       Indebtedness), as such are computed in accordance with GAAP.

       "Prime Rate" shall mean the fluctuating  rate of interest  established by
       Bank from time to time, at its discretion, whether or not such rate shall
       be otherwise published. The Prime Rate is established by Bank as an index
       or base  rate and may or may not at any time be the best or  lowest  rate
       charged by Bank on any loan.

                                       90
<PAGE>

All other  capitalized  terms not otherwise  defined in this Note shall have the
meaning ascribed to such term in the Loan Agreement.

       Interest.  Interest on the principal  outstanding  evidenced by this Note
shall accrue, during each Interest Period, at the lesser of the Prime Rate minus
one-eighth  of  one-percent  (0.125%)  or  the  following,   as  calculated  and
established on each Determination Date:

       (i)    During such time that the  Leverage  Ratio is greater than 2.50 to
              1.00 but less  than  3.00 to 1.00,  at a rate per  annum  equal to
              Adjusted  LIBOR plus two hundred  twenty-five  (225) basis points;
              and

       (ii)   During the period of time that the Leverage  Ratio is less than or
              equal to 2.50 to 1.00, at a rate per annum equal to Adjusted LIBOR
              plus two hundred (200) basis points.

       Provided,  however,  during  the  period of time (x)  prior to  Borrowers
       entering a Swap Agreement; or (y) after Borrowers terminate or modify the
       Swap Agreement,  interest on the  outstanding  principal of the Revolving
       Credit Loan shall accrue,  during each Interest Period,  at the lesser of
       the Prime Rate or the  following,  as  calculated  on each  Determination
       Date:

       (i)    During such time that the  Leverage  Ratio is greater than 2.50 to
              1.0 but less  than  3.00 to 1.00,  at a rate  per  annum  equal to
              Adjusted LIBOR plus two hundred forty (240) basis points; and

       (ii)   During the period of time that the Leverage  Ratio is less than or
              equal to 2.50 to 1.00, at a rate per annum equal to Adjusted LIBOR
              plus two hundred fifteen (215) basis points.

Interest shall be calculated on the basis of a 360 day year and actual number of
days elapsed during each Interest Period. The most recent financial  information
delivered  to, and reviewed by, Bank in  accordance  with  subsection  7.1(i) or
7.1(j) of the Loan Agreement  will govern the  calculation of the Leverage Ratio
on each  Determination  Date for purposes of establishing  the interest rate for
each  Interest  Period.  The interest  rate shall be fixed during each  Interest
Period and shall be adjusted on each successive Determination Date.

       Repayment of Principal and Payment of Interest.  Principal  shall be paid
in a single  payment on June 2, 1998 and interest on the  outstanding  principal
shall be paid monthly  commencing on January 12, 1997 and continuing  thereafter
on the twelfth (12th) day of each successive  month, with a final payment of all
accrued but unpaid interest due and payable at the time of payment of principal.
Additionally,  Borrowers must repay  outstanding  principal in amounts and under
the terms and conditions as set forth in the Loan Agreement.

       Acceleration.  If payment of all sums due hereunder is accelerated  under
the terms of the Loan Agreement or if payment is not made in full at maturity of
this Note, the then  outstanding  principal and all accrued but unpaid  interest
shall bear interest at the rate  provided for  hereunder  plus four percent (4%)
per annum until such  principal and interest  have been paid in full;  provided,
however,  that in no event shall this or any other  provision  herein permit the
collection of any interest  which would be usurious under the law governing this
transaction, and if any such interest is collected, the amount above the maximum
rate permitted by law shall be deemed to be a principal payment hereunder.

       Prepayment.  Borrowers may prepay the  Revolving  Credit Loan in whole or
part; provided, any such partial prepayment shall be applied to principal and in
the  inverse  order  of  scheduled   maturities,   and,  provided  further,  any
prepayments of the Revolving  Credit Loan with the proceeds of a loan or private
placement  from a banking  institution  other than Bank (with the term  "banking
institution"  to  exclude  The  Robinson-Humphrey   Company  and  other  similar
brokerage firms not connected or affiliated with banking  institutions)  must be
accompanied  by a prepayment  premium  calculated as follows:  (1) three percent
(3.0%) of the principal  amount  prepaid if  prepayment  occurs during the first
year from the date of this Note;  and (2) two  percent  (2.0%) of the  principal
amount  prepaid if  prepayment  occurs at any time  thereafter.  Notwithstanding
anything to the contrary  contained  above,  Borrowers shall not be obligated to
pay any  prepayment  premiums in connection  with  prepayments  of the Revolving
Credit  Loan made after a merger or other  business  combination  involving  the
Borrowers  the  result of which is that  none of the  Borrowers  is a  surviving
entity.



                                       91
<PAGE>

       Late  Charges.  In the event any  payment of  interest  or  principal  is
delinquent more than fifteen (15) days, Borrowers will pay to Bank a late charge
of four percent (4%) of the amount of the overdue  payment.  This  provision for
late  charges  shall not be deemed to extend the time for payment or be a "grace
period"  or "cure  period"  that gives the  Borrowers  a right to cure a Default
Condition, except as provided in the Loan Agreement.  Imposition of late charges
is not  contingent  upon the  giving of any  notice or lapse of any cure  period
provided for in the Loan Agreement.

       Application of Payments. All sums received by the Bank for application to
the Revolving Credit Loan may be applied by the Bank to late charges,  expenses,
costs,  interest,  principal  and other  amounts owing to the Bank in connection
with the  Revolving  Credit  Loan in the order  selected by the Bank in its sole
discretion.

       Expenses.  In the event  this Note is not paid when due at any  stated or
accelerated  maturity,  Borrowers jointly and severally will pay, in addition to
principal and interest, all costs of collection, including reasonable attorneys'
fees.

       Governing  Law.  This  Note  shall  be  governed  by,  and  construed  in
accordance with, the laws of the State of South Carolina.

       Non-waiver.  The  failure  at any  time of Bank  to  exercise  any of its
options or any other rights hereunder shall not constitute a wavier thereof, nor
shall it be a bar to the  exercise  of any of its  options  or rights at a later
date.  All rights and  remedies of Bank shall be  cumulative  and may be pursued
singly,  successively or together, at the option of Bank. The acceptance by Bank
of

any partial  payment shall not constitute a waiver of any Event of Default or of
any of Bank's rights under this Note or the other Loan  Documents.  No waiver of
any of its rights  hereunder,  and no  modification  or  amendment of this Note,
shall be deemed to be made by Bank  unless  the same shall be in  writing,  duly
signed on behalf of Bank;  and each such waiver,  if any,  shall apply only with
respect to the specific instance involved, and shall in no way impair the rights
of Bank or the  obligations  of the Borrower to Bank in any other respect at any
other time.

       Partial Invalidity.  The  unenforceability or invalidity of any provision
of this Note shall not affect the  enforceability  or the  validity of any other
provision herein and the invalidity or unenforceability of any provision of this
Note or of the Loan Documents to any person or circumstance shall not affect the
enforceability or validity of such provision as it may apply to other persons or
circumstances.

       Jurisdiction  and  Venue.  In any  litigation  in  connection  with or to
enforce  this  Note or any  endorsement  or  guaranty  of this  Note or any Loan
Documents, Borrowers, irrevocably consent to and confer personal jurisdiction on
the courts of Richland  County,  State of South  Carolina  or the United  States
courts  located  within the State of South  Carolina,  and  expressly  waive any
objections as to venue in any such courts, and agree that service of process may
be made  on  Borrowers  by  mailing  a copy  of the  summons  and  complaint  by
registered or certified  mail,  return receipt  requested,  to their  respective
addresses.  Nothing contained herein shall, however,  prevent Bank from bringing
any action or exercising  any rights within any other state or  jurisdiction  or
from obtaining personal  jurisdiction by any other means available by applicable
law.

       ARBITRATION. ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE PARTIES HERETO
INCLUDING  BUT NOT  LIMITED TO THOSE  ARISING OUT OF OR RELATING TO THIS NOTE OR
ANY RELATED NOTES OR  INSTRUMENTS,  INCLUDING ANY CLAIM BASED ON OR ARISING FROM
AN ALLEGED TORT,  SHALL BE DETERMINED BY BINDING  ARBITRATION IN ACCORDANCE WITH
THE FEDERAL  ARBITRATION ACT (OR IF NOT APPLICABLE,  THE APPLICABLE  STATE LAW),
THE RULES OF PRACTICE AND PROCEDURE FOR THE  ARBITRATION OR COMMERCIAL  DISPUTES
OR JUDICIAL ARBITRATION AND MEDIATION SERVICES, INC. (J.A.M.S.) AND THE "SPECIAL
RULES" SET FORTH BELOW.  IN THE EVENT OF ANY  INCONSISTENCE,  THE SPECIAL  RULES
SHALL CONTROL.  JUDGMENT UPON ANY ARBITRATION  AWARD MAY BE ENTERED IN ANY COURT
HAVING  JURISDICTION.  ANY PARTY TO THE NOTE MAY BRING AN  ACTION,  INCLUDING  A
SUMMARY OR EXPEDITED  PROCEEDING,  TO COMPEL  ARBITRATION OF ANY  CONTROVERSY OR
CLAIM TO WHICH THIS NOTE  APPLIES  IN ANY COURT  HAVING  JURISDICTION  OVER SUCH
ACTION.



                                       92
<PAGE>

       (A) SPECIAL  RULES.  THE  ARBITRATION  SHALL BE  CONDUCTED IN THE CITY OF
BORROWER'S  DOMICILE AT THE TIME OF THIS NOTE'S  EXECUTION AND  ADMINISTERED  BY
J.A.M.S.  WHO WILL  APPOINT AN  ARBITRATION;  IF  J.A.M.S.  IS UNABLE OR LEGALLY
PRECLUDED FROM  ADMINISTERING  THE  ARBITRATION,  THEN THE AMERICAN  ARBITRATION
ASSOCIATION  WILL SERVE.  ALL ARBITRATION  HEARINGS WILL BE COMMENCED  WITHIN 90
DAYS OF THE DEMAND FOR ARBITRATION;  FURTHER,  THE ARBITRATOR SHALL ONLY, UPON A
SHOWING OF CAUSE, BE PERMITTED TO EXTEND THE COMMENCEMENT OF SUCH HEARING FOR AN
ADDITIONAL 60 DAYS.

       (B)  RESERVATION  OF RIGHTS.  NOTHING IN THIS NOTE SHALL BE DEEMED TO (I)
LIMIT THE  APPLICABILITY OF ANY OTHERWISE  APPLICABLE  STATUTES OF LIMITATION OR
REPOSE AND ANY WAIVERS  CONTAINED IN THIS NOTE;  OR (II) BE A WAIVER BY THE BANK
OF THE  PROTECTION  AFFORDED  TO IT BY 12  U.S.C.  ss.91  OR  ANY  SUBSTANTIALLY
EQUIVALENT  STATE  LAW;  OR (III)  LIMIT  THE  RIGHT OF THE BANK  HERETO  (A) TO
EXERCISE  SELF HELP  REMEDIES  SUCH AS (BUT NOT LIMITED  TO)  SETOFF,  OR (B) TO
FORECLOSURE AGAINST ANY REAL OR PERSONAL PROPERTY  COLLATERAL,  OR (C) TO OBTAIN
FROM A COURT  PROVISIONAL  OR  ANCILLARY  REMEDIES  BEFORE,  DURING OR AFTER THE
PENDENCY OF ANY ARBITRATION  PROCEEDING  BROUGHT PURSUANT TO THIS NOTE.  NEITHER
THE EXERCISE OR SELF HELP  REMEDIES NOR THE  INSTITUTION  OR  MAINTENANCE  OF AN
ACTION FOR FORECLOSURE OR PROVISIONAL OR ANCILLARY  REMEDIES SHALL  CONSTITUTE A
WAIVER OF THE RIGHT TO ANY PARTY,  INCLUDING  THE  CLAIMANT IN SUCH  ACTION,  TO
ARBITRATE  THE MERITS OF THE  CONTROVERSY  OR CLAIM  OCCASIONING  RESORT TO SUCH
REMEDIES.

       Bind Effect.  This note shall be binding upon and inure to the benefit of
Borrowers and Bank and their respective successor,  assigns,  heirs and personal
representatives,  provided,  however,  that  no  obligations  of  the  Borrowers
hereunder can be assigned without prior written consent of Bank.


       NOTICE OF FINAL  AGREEMENT.  THIS WRITTEN  PROMISSORY  NOTE AND ANY OTHER
DOCUMENTS EXECUTED IN CONNECTION  HEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT  ORAL  AGREEMENTS  OF  THE  PARTIES.  THERE  ARE  NO  UNWRITTEN  ORAL
AGREEMENTS BETWEEN THE PARTIES.

       Amendment and Modification.  This Note is intended to be amendment to and
restatement of that certain Revolving Credit Promissory Note dated July 14, 1994
and that certain  Amended and Restated  Revolving  Credit  Promissory Note dated
August 9, 1995 and it is the intent of the parties  that this Note be  construed
as such and not as a novation.

       IN WITNESS  WHEREOF,  Borrowers have caused this Note to be duly executed
under seal as of the day and year first above written.

WITNESSES:                          MARTIN COLOR-FI, INC.              (SEAL)
                                    STAR FIBERS CORP.                  (SEAL)
                                    CUSTOM COLORANTS, INC.             (SEAL)
                                    BUCHANAN INDUSTRIES, INC.          (SEAL)
                                    PALMETTO SPINNING CORPORATION




                                       93