Exhibit 10 (a)

                       THIRD AMENDMENT TO CREDIT AGREEMENT

        THIS THIRD AMENDMENT TO  CREDIT  AGREEMENT  (this "Third  Amendment") is
dated as March 30, 2000 among GUILFORD MILLS,  INC. (the  "Borrower"),  WACHOVIA
BANK,  N.A.  (successor by merger to Wachovia Bank of Georgia,  N.A.),  as Agent
(the "Agent"),  and WACHOVIA BANK, N.A. (successor by merger to Wachovia Bank of
North Carolina,  N.A.), BANK OF  TOKYO-MITSUBISHI,  LTD. (successor by merger to
Bank of Tokyo,  Ltd.),  FIRST UNION NATIONAL BANK  (successor by merger to First
Union National Bank of North Carolina),  SUNTRUST BANK (formerly  SunTrust Bank,
Atlanta), BANK OF AMERICA, N.A. (formerly NationsBank, N.A., successor by merger
to  NationsBank,  N.A.  (Carolinas)),  BANK ONE, NA (formerly the First National
Bank of Chicago  (assignee of NBD BANK) and ABN AMRO BANK,  N.V.  (collectively,
the "Banks");

                              W I T N E S S E T H:

         WHEREAS,  the Borrower,  the Agent and the Banks executed and delivered
that certain  Credit  Agreement,  dated as of September  26, 1995, as amended by
First Amendment to Credit Agreement dated as of May 5, 1999 and Second Amendment
to Credit Agreement dated as of November 19, 1999 (the "Credit Agreement");

         WHEREAS,  the Borrower has  requested  and the Agent and the Banks have
agreed to certain  amendments to the Credit Agreement,  subject to the terms and
conditions hereof;

         NOW,  THEREFORE,  for and in  consideration  of the above  premises and
other good and  valuable  consideration,  the receipt and  sufficiency  of which
hereby is acknowledged by the parties  hereto,  the Borrower,  the Agent and the
Banks hereby covenant and agree as follows:

1. Definitions.  Unless otherwise  specifically  defined herein,  each term used
herein which is defined in the Credit  Agreement shall have the meaning assigned
to such term in the Credit Agreement.  Each reference to "hereof",  "hereunder",
"herein" and "hereby" and each other  similar  reference  and each  reference to
"this  Agreement"  and each  other  similar  reference  contained  in the Credit
Agreement shall from and after the date hereof refer to the Credit  Agreement as
amended hereby.

2.       Amendment to Section 5.15.  Section 5.15 of the Credit Agreement hereby
is deleted and the following is substituted therefor:


                           SECTION 5.15. Loans or Advances. Neither the Borrower
         nor any of its Subsidiaries  shall make loans or advances to any Person
         except as permitted  by Section 5.16 and except:  (i) loans or advances
         to employees not exceeding $1,000,000 in the aggregate principal amount
         outstanding  at any time,  in each case made in the ordinary  course of
         business and consistent  with practices  existing on July 2, 1995; (ii)
         deposits   required  by  landlords,   government   agencies  or  public
         utilities;  (iii) loans or advances to the Borrower or any Guarantor or
         permitted pursuant to the Consent and Waiver dated as of March 31, 1999
         among  the  Borrower,  the  Agent  and  the  Banks  pertaining  to  "UK
         Intercompany  Loans" (as  defined  therein);  and (iv)  other  loans or
         advances  in an  aggregate  outstanding  amount  which,  together  with
         Investments  permitted by clause  (viii) of Section 5.16, do not exceed
         (x) for the period from the First  Amendment Date through and including
         April 30, 2000, 25% of Consolidated  Tangible Net Worth, and (y) at all
         other times,  10% of  Consolidated  Tangible Net Worth;  provided  that
         after giving effect to the making of any loans or advances permitted by
         clause (iv) of this Section, if there are any Loans outstanding at that
         time, no Default shall be in existence or be created thereby.

3.       Amendment to Section 5.16.  Section 5.16 of the Credit Agreement hereby
is deleted and the following is substituted therefor:


                           SECTION 5.16.  Investments.  Neither the Borrower nor
         any of its Subsidiaries  shall make Investments in any Person except as
         permitted  by  Section  5.15  and  except  (i)  Investments  in  direct
         obligations of the United States  Government  maturing within one year,
         (ii) Investments in certificates of deposit issued by a commercial bank
         whose  credit  is  satisfactory  to the  Agent,  (iii)  Investments  in
         commercial  paper  rated A1 or the  equivalent  thereof  by  Standard &
         Poor's  Rating  Group,  a division  of  McGraw-Hill,  Inc. or P1 or the
         equivalent  thereof by Moody's  Investors  Service,  Inc. and in either
         case  maturing  within 6 months  after  the date of  acquisition,  (iv)
         Investments  in  tender  bonds  the  payment  of the  principal  of and
         interest on which is fully  supported by a letter of credit issued by a
         United States bank whose long-term certificates of deposit are rated at
         least AA or the equivalent thereof by Standard & Poor's Corporation and
         Aa or the equivalent  thereof by Moody's Investors  Service,  Inc., (v)
         Investments  in  the  Borrower  or  any  Guarantor,   (vi)  Investments
         consisting of acquisitions of stock or assets of any Person which is in
         the  same or a  similar  line  of  business  to  that  of the  Borrower
         (including,  without  limitation,   manufacturing,   sales,  marketing,
         distribution or other activities relating to components or end-products
         used or produced in the textile, fabric, garment or apparel industries)
         and which, as a result of such acquisition, becomes a Subsidiary, (vii)
         Investments in Persons which are not  Subsidiaries  of the Borrower and
         which  are in the same or a  similar  line of  business  to that of the
         Borrower  (including  those lines of business  described in clause (vi)
         above) in an aggregate  amount not to exceed 10% of Consolidated  Total
         Assets and (viii) other  Investments  in an aggregate  which,  together
         with loans and advances  permitted by clause (iv) of Section  5.15,  do
         not exceed (x) for the period from the First Amendment Date through and
         including April 30, 2000, 25% of Consolidated  Tangible Net Worth,  and
         (y)  at all  other  times,  10% of  Consolidated  Tangible  Net  Worth;
         provided  that after  giving  effect to the  making of any  Investments
         permitted  by clauses (vi) or (vii) of this  Section,  if there are any
         Loans  outstanding at that time, no Default shall be in existence or be
         created thereby.

4.       Amendment to  Exhibit F (Compliance Certificate).  Exhibit F  hereby is
amended by deleting paragraphs 1 and 2 thereof and substituting the following
therefor:

         1.       Loans and Advances (Section 5.15)

                  Neither the  Borrower nor any of its  Subsidiaries  shall make
                  loans or advances to any Person except as permitted by Section
                  5.16 and  except:  (i)  loans or  advances  to  employees  not
                  exceeding   $1,000,000  in  the  aggregate   principal  amount
                  outstanding  at any time,  in each  case made in the  ordinary
                  course of business and consistent  with practices  existing on
                  July 2, 1995; (ii) deposits required by landlords,  government
                  agencies or public  utilities;  (iii) loans or advances to the
                  Borrower or any Guarantor or permitted pursuant to the Consent
                  and Waiver dated as of March 31, 1999 among the Borrower,  the
                  Agent and the Banks pertaining to "UK Intercompany  Loans" (as
                  defined  therein);  and (iv)  other  loans or  advances  in an
                  aggregate  outstanding amount which, together with Investments
                  permitted by clause  (viii) of Section 5.16, do not exceed (x)
                  for the  period  from the First  Amendment  Date  through  and
                  including  April 30, 2000,  25% of  Consolidated  Tangible Net
                  Worth,  and  (y)  at all  other  times,  10%  of  Consolidated
                  Tangible Net Worth;  provided  that after giving effect to the
                  making of any loans or  advances  permitted  by clause (iv) of
                  this Section, if there are any Loans outstanding at that time,
                  no Default shall be in existence or be created thereby.

                  (a)      To Employees                           $__________

                           Limitation                              $1,000,000

                  (b)      other loans and advances
                           pursuant to clause (iv)                $__________

                  (c)      sum of (b) and amount in line (c)
                           of paragraph 2 below                   $__________

                  (d)      [10%] [25%] of Consolidated Tangible
                           Net Worth                              $__________

                           Limitation   (c) may not exceed (d)

         2.       Investments (Section 5.16)

                  Neither the  Borrower nor any of its  Subsidiaries  shall make
                  Investments  in any Person except as permitted by Section 5.15
                  and except (i) Investments in direct obligations of the United
                  States  Government  maturing within one year, (ii) Investments
                  in  certificates  of deposit issued by a commercial bank whose
                  credit is  satisfactory  to the Agent,  (iii)  Investments  in
                  commercial  paper  rated  A1  or  the  equivalent  thereof  by
                  Standard & Poor's  Rating  Group,  a division of McGraw- Hill,
                  Inc.  or P1 or the  equivalent  thereof by  Moody's  Investors
                  Service,  Inc.  and in either  case  maturing  within 6 months
                  after  the date of  acquisition,  (iv)  Investments  in tender
                  bonds the payment of the principal of and interest on which is
                  fully  supported  by a letter  of  credit  issued  by a United
                  States bank whose long-term  certificates of deposit are rated
                  at least AA or the  equivalent  thereof  by  Standard & Poor's
                  Corporation  and  Aa or  the  equivalent  thereof  by  Moody's
                  Investors  Service,  Inc., (v)  Investments in the Borrower or
                  any Guarantor,  (vi) Investments consisting of acquisitions of
                  stock  or  assets  of any  Person  which  is in the  same or a
                  similar line of business to that of the  Borrower  (including,
                  without   limitation,    manufacturing,    sales,   marketing,
                  distribution  or other  activities  relating to  components or
                  end-products used or produced in the textile,  fabric, garment
                  or  apparel  industries)  and  which,  as  a  result  of  such
                  acquisition,   becomes  a  Subsidiary,  (vii)  Investments  in
                  Persons which are not  Subsidiaries  of the Borrower and which
                  are in the same or a similar  line of  business to that of the
                  Borrower  (including  those  lines of  business  described  in
                  clause (vi) above) in an aggregate amount not to exceed 10% of
                  Consolidated  Total Assets and (viii) other  Investments in an
                  aggregate which, together with loans and advances permitted by
                  clause (iv) of Section  5.15, do not exceed (x) for the period
                  from the First  Amendment Date through and including April 30,
                  2000, 25% of Consolidated  Tangible Net Worth,  and (y) at all
                  other times, 10% of Consolidated  Tangible Net Worth; provided
                  that  after  giving  effect to the  making of any  Investments
                  permitted by clauses (vi) or (vii) of this  Section,  if there
                  are any Loans outstanding at that time, no Default shall be in
                  existence or be created thereby.

                  (a)      Investments in persons who are not
                           yet Subsidiaries pursuant to
                           clause (vii)                             $__________

                  (b)      10% of Consolidated Total Assets         $__________

                           Limitation    (a) may not exceed (b)

                  (c)      other Investments
                           pursuant to clause (viii)                $__________

                  (d)      sum of (c) and amount in line (b)
                           of paragraph 1 above                     $__________

                  (e)      [10%] [25%] of Consolidated Tangible
                           Net Worth                                $__________

                           Limitation   (d) may not exceed (e)

5. Supplement  to  Schedule  4.08 (Subsidiaries).   Schedule 4.08, as previously
supplemented,  hereby is further  supplemented  by  Supplement  to Schedule 4.08
attached hereto.

6. Restatement of Representations  and Warranties.  The Borrower hereby restates
and renews each and every  representation and warranty  heretofore made by it in
the Credit  Agreement  and the other Loan  Documents  as fully as if made on the
date hereof and with  specific  reference to this Third  Amendment and all other
loan documents executed and/or delivered in connection herewith.

7. Effect of Amendment. Except as set forth expressly hereinabove,  all terms of
the Credit  Agreement and the other Loan  Documents  shall be and remain in full
force and effect, and shall constitute the legal, valid, binding and enforceable
obligations of the Borrower.  The amendments contained herein shall be deemed to
have prospective application only, unless otherwise specifically stated herein.

8.       Ratification.  The  Borrower  hereby  restates, ratifies  and reaffirms
each and every term,  covenant and condition  set forth in the Credit  Agreement
and the other Loan  Documents  effective as of the date  hereof,  except that in
about May, 1999,  Altimira Centro de la Confeccion,  S.A. de C.V. became a joint
venture 50% owned by the Borrower, rather than a Subsidiary.

9.       Counterparts.  This  Third Amendment may be  executed in any  number of
counterparts and by different parties hereto in separate  counterparts,  each of
which when so executed and  delivered  shall be deemed to be an original and all
of which  counterparts,  taken together,  shall  constitute but one and the same
instrument.

10.      Section References.  Section  titles and references used  in this Third
Amendment shall be without substantive meaning or content of any kind whatsoever
and are not a part of the agreements among the parties hereto evidenced hereby.

11. No  Default.  To induce  the  Agent and the Banks to enter  into this  Third
Amendment and to continue to make advances pursuant to the Credit Agreement, the
Borrower hereby  acknowledges and agrees that, as of the date hereof,  and after
giving  effect to the terms  hereof,  there  exists  (i) no  Default or Event of
Default and (ii) no right of offset, defense,  counterclaim,  claim or objection
in favor of the  Borrower  arising out of or with respect to any of the Loans or
other obligations of the Borrower owed to the Banks under the Credit Agreement.

12.     Further Assurances.  The Borrower agrees to take such further actions as
the Agent shall  reasonably  request in  connection  herewith  to  evidence  the
amendments herein contained to the Borrower.

13.      Governing Law.  This Third Amendment shall be governed by and construed
and interpreted in accordance with, the laws of the State of North Carolina.

14. Conditions Precedent.  This Third Amendment shall become effective only upon
(i)  execution and delivery of this Third  Amendment by the Borrower,  the Agent
and  the  Required  Banks,  (ii)  execution  and  delivery  of the  Consent  and
Reaffirmation  of  Guarantors at the end hereof by each of the  Guarantors,  and
(iii)  payment to the Agent,  for the account of each Bank which  executes  this
Third Amendment, of an amendment fee in the amount of $5,000 for each such Bank,
and (iv) payment to the Agent, for its own account, of the fees payable pursuant
to the letter  agreement  between the Agent and the Borrower  dated  November 3,
1999.

                       [SIGNATURES CONTAINED ON NEXT PAGE]


<PAGE>


         IN WITNESS WHEREOF,  the Borrower,  the Agent and each of the Banks has
caused  this  Third  Amendment  to be duly  executed,  under  seal,  by its duly
authorized officer as of the day and year first above written.

GUILFORD MILLS, INC.,    (SEAL)              WACHOVIA BANK, N.A.,   (SEAL)
as Borrower                                  as Agent and as a Bank


By:/s/ Terrence E. Geremski                     By:/s/ Haywood Edmundson V
   -------------------------                    -------------------------
      Title: Executive Vice President              Title: Senior Vice President
               & Chief Financial Officer

BANK OF TOKYO-MITSUBISHI,  (SEAL)             FIRST UNION NATIONAL BANK, (SEAL)
LTD., as a Bank                               as a Bank


By:                                           By:/s/ Roger Pelz
   --------------------------                    ------------------------
      Title:                                     Title: Senior Vice President


SUNTRUST BANK, ATLANTA (formerly  (SEAL)      BANK OF AMERICA, N.A.   (SEAL)
Sun Trust Bank, Atlanta), as a Bank           (formerly as Nationsbank, N.A.),
                                              as a Bank

By:/s/ Bradley J. Staples                      By:/s/ E. Phifer Helms
   ---------------------------                    -----------------------
      Title: Director                              Title: Managing Director






BANK ONE, NA (formerly The First               ABN AMRO BANK, N.V.,
National Bank of Chicago), as                  a Bank                (SEAL)
as a Bank                       (SEAL)

By:/s/ James F. Gable                          By:/s/ Thomas M. Toerpe
   ---------------------------                   -------------------------
     Title: Assistant Vice President               Title: Vice President


                                               By:/s/ Mary L. Honda
                                                   ---------------------------
                                                    Title: Vice President


<PAGE>


                     CONSENT AND REAFFIRMATION OF GUARANTORS

         Each of the undersigned (i) acknowledges receipt of the foregoing Third
Amendment to Credit  Agreement  (the "Third  Amendment"),  (ii)  consents to the
execution and delivery of the Third  Amendment by the parties  thereto and (iii)
reaffirms  all of its  obligations  and covenants  under the Guaranty  Agreement
dated as of September 26, 1995 executed by Gold Mills,  Inc., as supplemented by
Second  Supplement to Guaranty  entered into by Raschel  Fashion  Interknitting,
Ltd. and Curtains and Fabrics, Inc., as additional  Guarantors,  and agrees that
none of such  obligations  and covenants  shall be affected by the execution and
delivery of the Third Amendment.  This Consent and Reaffirmation may be executed
in any  number of  counterparts  and by  different  parties  hereto in  separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which counterparts,  taken together, shall constitute but
one and the same instrument.

                                             GOLD MILLS, INC.         (SEAL)

                                             By:/s/ Terrence E. Geremski
                                               -------------------------
                                             Title: Executive Vice President
                                                      & Chief Financial Officer

                                             RASCHEL FASHION INTERKNITTING,
                                             LTD.                     (SEAL)

                                             By:/s/ Terrence E. Geremski
                                                 -------------------------
                                             Title: Executive Vice President
                                                      & Chief Financial Officer

                                             CURTAINS AND FABRICS, INC. (SEAL)

                                             By:/s/ Terrence E. Geremski
                                                 -------------------------
                                             Title: Executive Vice President
                                                      & Chief Financial Officer


<PAGE>


                           Supplement to Schedule 4.08

         The Borrower hereby supplements  Schedule 4.08 to the Credit Agreement,
as the same has already been supplemented,  to reflect the following  additional
subsidiaries which are neither Significant Domestic Subsidiaries nor Significant
Foreign Subsidiaries:

         --------------------------------------------- ------------------------
         Name                                   State or Other Jurisdiction of
                                                 Incorporation or Organization

         --------------------------------------------- ------------------------
         Guilford Mills Texteis Iberica Limitada            Portugal

         --------------------------------------------- ------------------------
         Guilford Mills Automotive (Portugal) Limited       United Kingdom

         --------------------------------------------- ------------------------
         Guilford Mills Automotive (Czech Republic)         United Kingdom
         Limited

         --------------------------------------------- ------------------------
         Nustart, S.A. de C.V.                              Mexico

         --------------------------------------------- ------------------------