Exhibit 10(b)

                              GUILFORD MILLS, INC.

                        NON-EMPLOYEE DIRECTOR STOCK PLAN

1.       PURPOSE

         The  Guilford  Mills,  Inc.  Non-Employee  Director  Stock  Plan  (the
"Plan") is intended to assist in aligning the  compensation of the  non-employee
directors  of Guilford  Mills,  Inc.  (the  "Company")  to the  interests of the
Company's stockholders and the performance of the Company.

2.       ADMINISTRATION

         The Plan will be  administered by the Board of Directors of the Company
(the "Board") or by a committee  (the  "Committee")  appointed by the Board from
among its members (the Board or the Committee  being the  "Administrator").  The
Administrator is authorized, subject to the provisions of the Plan, to establish
such rules and regulations as it deems  necessary for the proper  administration
of the Plan and to make such determinations and interpretations and to take such
action in  connection  with the Plan as it deems  necessary  or  advisable.  All
determinations and  interpretations  made by the Administrator  shall be binding
and conclusive on all participants and their legal representatives.

3.       PARTICIPANTS

         Participation  in the Plan shall be limited to members of the Board who
are not  employees of the Company or any of its direct or indirect  subsidiaries
(a "Participant").

4.       ANNUAL GRANTS OF RESTRICTED STOCK UNITS

(a) On the date of each Annual Meeting of Stockholders  (the "Annual  Meeting"),
each Participant who is serving as a member of the Board  immediately  following
the Annual Meeting (whether as a result of election, re-election or continuation
of service) shall be  automatically  granted a number of restricted  stock units
("RSUs")  determined  as set forth below.  An RSU  represents a notional  amount
representing  one share of the Company's common stock, par value $0.02 per share
(the "Common Stock").  Upon the initial grant of any RSUs to a Participant,  the
Company  shall  establish  an  account  with  respect to such  Participant  (the
"Participant's  Unit  Account")  in which  account the Company  shall record the
number of RSUs credited to such Participant.

(b) The number of RSUs  granted to each  Participant  on the date of each Annual
Meeting shall be equal to the quotient of (x) $20,000 divided by (y) the average
fair  market  value per share of Common  Stock (as defined in Section 11 hereof)
over the ten (10)  trading  days  immediately  preceding  the date of the Annual
Meeting  for such year.  The number of RSUs  credited  to a  Participant's  Unit
Account will be calculated to the nearest one-one thousandth.

(c) Within fifteen calendar days following each Annual Meeting, each Participant
shall make an election (using a form prescribed by the Administrator) to receive
the  number of  shares of Common  Stock  distributable  to such  Participant  in
respect of such Participant's Unit Account in accordance with the Plan, either:

(1)               in  a  single  distribution  on  the  first  day  of the month
                  subsequent to the month in which such Participant ceased to be
                  a member of the Board, or

(2)               in five (5) substantially equal annual installments commencing
                  on the first day of the month subsequent to the month in which
                  such Participant ceased to be a member of the Board.

         If a Participant fails to make an election, then such Participant shall
be deemed to have made an election to receive a single distribution.

         A Participant may amend his or her election by giving written notice to
the Secretary of the Company (on a form prescribed by the  Administrator) at any
time up to the date six months  prior to the date upon  which  such  Participant
ceases to be a member of the Board.

5.       VESTING; NON-TRANSFERABILITY

         All grants of RSUs shall vest immediately on the date of grant.  Except
as provided in Section 8 hereof,  no RSUs or other  rights under this Plan shall
be transferable otherwise than by will or the laws of descent and distribution.

6.       DIVIDEND EQUIVALENTS

         On each  dividend  payment  date in respect of Common  Stock,  dividend
equivalents  in  the  form  of  additional   RSUs  shall  be  credited  to  each
Participant's  Unit  Account  in an amount  equal to:  (a) in the case of a cash
dividend,  (X) the per share cash  dividend  multiplied by the number of RSUs in
the Participant's  Unit Account divided by (Y) the average fair market value per
share of Common Stock over the ten (10) trading days  immediately  preceding the
date on which such dividend was  declared;  and (b) in the case of a dividend of
property other than cash (a "Non-Cash  Dividend),  (X) the per share fair market
value of the Non-Cash Dividend,  as determined by the Administrator,  multiplied
by the  number of RSUs in the  Participant's  Unit  Account  divided  by (Y) the
average  fair market  value per share of Common  Stock over the ten (10) trading
days  immediately  preceding the date on which such dividend was declared.  If a
Participant  has  elected  pursuant  to Section  4(c)  hereof to receive  annual
installments,  additional  RSUs shall continue to be credited to a Participant's
Unit  Account in  accordance  with this  Section 6  following  such  Participant
ceasing  to be a  member  of  the  Board.  The  number  of  RSUs  credited  to a
Participant's Unit Account will be calculated to the nearest one-one thousandth.

7.       DISTRIBUTIONS

(a) No  distributions of shares of Common Stock in respect of RSUs credited to a
Participant's  Unit  Account  shall be made except as provided in this Section 7
and in Section 8.

(b) Subject to Sections 8 and 10 hereof, shares of Common Stock distributable to
a  Participant  in respect of RSUs credited to such  Participant's  Unit Account
shall be  distributed  in  accordance  with  Section 4 hereof as  elected by the
Participant. If a Participant has elected to receive annual installments, shares
of Common Stock in respect of additional RSUs credited to a  Participant's  Unit
Account pursuant to Section 6 hereof following such Participant  ceasing to be a
member of the Board  shall be  included  with the next  annual  installment.  No
fractional  shares of Common Stock shall be issued  pursuant to the Plan, and no
amount of other property shall be issued or paid in lieu of fractional shares.

8.       DISTRIBUTIONS UPON DEATH

         A Participant may designate a beneficiary or  beneficiaries  to receive
shares of Common  Stock  distributable  in  respect  of RSUs in the event of the
Participant's death. A designation of beneficiary or beneficiaries shall be on a
form  prescribed  by the  Administrator  and  filed  with the  secretary  of the
Company. If no beneficiary has been designated, such shares shall be distributed
to  the  Participant's   estate  in  the  event  of  death.   Notwithstanding  a
Participant's  election to receive  distributions  in annual  installments,  the
Administrator may, in its sole discretion,  following the death of a Participant
and at the request of a designated  beneficiary or legal  representative  of the
Participant, accelerate such distributions.

9.       COMMON STOCK AVAILABLE UNDER THE PLAN; ADJUSTMENTS

(a) Subject to any adjustments made in accordance with Section 9(b) hereof,  the
maximum  number of shares of Common Stock that may be delivered to  Participants
and their  beneficiaries  under this Plan  shall be equal to  100,000  shares of
Common Stock, which may be authorized and unissued or treasury shares.

(b) If there  shall be any change in the Common  Stock of the  Company,  through
merger, consolidation,  reorganization,  recapitalization, stock dividend, stock
split, reverse stock split, split up, spinoff,  combination of shares,  exchange
of  shares,  dividend  in kind or other  like  change in  capital  structure  or
distribution  (other than normal cash dividends) to stockholders of the Company,
an adjustment shall be made to each RSU such that each such RSU shall thereafter
be convertible  into such  securities,  cash and/or other property as would have
been received in respect of the Common Stock subject to such RSU had such number
of  shares  of  Common  Stock  issuable  in  respect  of such  RSU  been  issued
immediately  prior to such change or distribution,  and such an adjustment shall
be made successively each time any such change shall occur. In addition,  in the
event of any such  change  or  distribution,  in order to  prevent  dilution  or
enlargement  of  Participants'  rights under the Plan, the  Administrator  shall
adjust,  in an equitable  manner,  the number and kind of shares of Common Stock
that may be issued under the Plan.

10.      SECURITIES LAWS COMPLIANCE

         The Administrator may require each Participant  purchasing or receiving
shares of Common  Stock to  represent  to and agree with the  Company in writing
that such  Participant  is  acquiring  the  shares  without a view to the public
resale or  distribution  thereof in violation of applicable  laws and containing
such other representations,  warranties and covenants as the Administrator deems
necessary or  appropriate  to ensure that the issuance of shares of Common Stock
issued  pursuant to this Plan are not required to be registered  pursuant to the
Securities Act of 1933 or any applicable  laws. The  certificates for any shares
of Common  Stock  issued  pursuant  to this Plan may include any legend that the
Administrator deems appropriate to reflect any restrictions on transfer and such
shares, when issued, may not be immediately transferable.

11.      FAIR MARKET VALUE PER SHARE

         If shares of Common Stock are listed on a national  securities exchange
in the United  States on any date on which the fair market value per share is to
be determined, the fair market value per share shall be deemed to be the average
of the high and low  quotations  at which such shares are sold on such  national
securities exchange on the date of determination.  If the shares of Common Stock
are listed on a national securities exchange in the United States on the date of
determination, but the shares are not traded on such date, the fair market value
per  share  shall be  deemed  to be the  average  of the  closing  bid and asked
quotations for such shares as quoted on such national securities exchange on the
date of  determination.  If shares of Common  Stock are  listed on more than one
national  securities exchange in the United States on the date on which the fair
market  value  per share is to be  determined,  the  Administrator,  in its sole
discretion, shall determine which national securities exchange shall be used for
the purpose of determining the fair market value per share.

         If a public  market  shall  exist for  shares of Common  Stock but such
stock is not listed on a national  securities exchange in the United States, the
fair  market  value per share  shall be deemed to be the  average of the bid and
asked quotations in the  over-the-counter  market for such shares on the date of
determination.  If there is no bid and asked  quotation  for such  shares on the
date of determination, the fair market value per share shall be determined as of
the closest preceding date on which there were bid and asked quotations for such
shares.

         If the shares of Common  Stock are not listed on a national  securities
exchange in the United  States and a public market does not exist for the Common
Stock, the fair market value per share shall be determined by the  Administrator
in good faith.

12.      DURATION, AMENDMENT AND TERMINATION

         The  Plan  shall  continue   indefinitely   until   terminated  by  the
Administrator. The Administrator may amend the Plan from time to time or suspend
or terminate the Plan at any time.

13.      GENERAL PROVISIONS

(a) Nothing in this Plan or in any  instrument  executed  pursuant  hereto shall
confer  upon any person  any right to  continue  to serve as a  director  of the
Company.

(b) No shares of Common Stock shall be issued in  consideration of an RSU unless
and until all legal requirements  applicable to the issuance of such shares have
been complied with in the opinion of counsel to the Company.  In connection with
any such issuance,  the person  acquiring the shares shall,  if requested by the
Company, give assurances,  satisfactory to counsel to the Company, in respect of
such  matters as the Company may deem  desirable to assure  compliance  with all
applicable legal requirements.

(c) Neither a Participant  nor any other person  shall,  by reason of this Plan,
acquire any right in or title to any assets, funds or property of the Company or
any of its direct or indirect subsidiaries  whatsoever. A Participant shall have
only a contractual right to shares of Common Stock  distributable  under, and in
accordance, with this Plan.

(d) RSUs  credited to a  Participant's  Unit Account  shall not confer upon such
Participant  any rights as a  stockholder  of the  Company  prior to the date on
which  shares of Common  Stock are issued to such  Participant  pursuant  to the
Plan.

(e) Nothing in this Plan is intended to be a substitute  for, or shall  preclude
or limit the  establishment  or  continuation  of, any other  plan,  practice or
arrangement for the payment of compensation or benefits to Participants that the
Company now has or may hereafter put into effect.

(f) It shall be a condition to the  obligation of the Company to issue shares of
Common  Stock  hereunder,  that the  Participant  pay to the  Company,  upon its
demand,  such  amount as may be  requested  by the  Company  for the  purpose of
satisfying any liability to withhold federal,  state, local or foreign income or
other  taxes.  If the amount  requested is not paid,  the Company  shall have no
obligation to issue, and the Participant shall have no right to receive,  shares
of Common Stock.

14.      GOVERNING LAW

         This Plan,  RSUs  granted  hereunder  and actions  taken in  connection
herewith shall be governed and construed in accordance with the internal laws of
the State of Delaware, without giving effect to its choice-of-law provisions.

15.      EFFECTIVE DATE

         This Plan shall be effective as of February 2, 2000.