FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934


For the quarterly period ended September 30, 1997
Commission file number 1-11438

                                 WORLDTEX, INC.
             (Exact name of registrant as specified in its charter)



          Delaware                                                56-1789271
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

     212 12th Avenue, N.E.,                                         28601
    Hickory, North Carolina                                       (Zip Code)
(Address of principal executive offices)

                                 (704) 328-5381
              (Registrant's telephone number, including area code)


     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 the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date:


<TABLE>
<CAPTION>
    DATE                             CLASS                            SHARES
    ----                             -----                            ------

<S>                               <C>                               <C>       
September 30, 1997                Common Stock                      14,428,671



</TABLE>



<PAGE>



                                          WORLDTEX, INC.
                                               INDEX
                                               -----

<TABLE>
<CAPTION>

                                                                                         PAGE NUMBER
                                                                                         -----------

<S>       <C>                                                                                 <C>
PART I -  Financial Information

          Consolidated  Balance  Sheets at September  30, 1997  (Unaudited)  and
          December 31, 1996                                                                    3

          Consolidated  Statements of Income (Unaudited) for the Nine Months and
          Three Months Ended September 30, 1997 and 1996                                       4

          Consolidated  Statements of Cash Flows (Unaudited) for the Nine Months
          Ended September 30, 1997 and 1996                                                    5

          Notes to Consolidated Financial Statements (Unaudited)                               6

          Management's  Discussion  and  Analysis  of  Financial  Condition  and
          Results of Operations                                                              7-9


PART II - Other Information                                                                   10


</TABLE>



<PAGE>


<TABLE>
<CAPTION>
                                           WORLDTEX, INC.
                                     CONSOLIDATED BALANCE SHEETS
                                       (Dollars in thousands)

                                                                               September 30,  December 31,
                                                                                    1997         1996
                                                                                    ----         ----
                               ASSETS                                           (Unaudited)
<S>                                                                              <C>            <C>  
Current assets:
   Cash                                                                          $  8,435       2,117
   Accounts and notes receivable, less allowance for
        doubtful accounts of $2,605 in 1997 and $2,589 in 1996                     38,708      39,868
Inventories:
        Raw materials                                                              13,393      12,614
        Work-in-process                                                             7,767       6,428
        Finished goods                                                             16,736      18,223
                                                                                 --------     -------
        Total inventories                                                          37,896      37,265

Prepaid expenses and other current assets                                           2,780       2,975
                                                                                 --------     -------
        Total current assets                                                       87,819      82,225

Property, plant and equipment, at cost:
        Land                                                                        2,235       2,471
        Buildings and leasehold improvements                                       29,445      31,181
        Machinery and equipment                                                    89,524      91,008
                                                                                 --------     -------
                                                                                  121,204     124,660
        Less accumulated depreciation and amortization                             37,059      34,378
                                                                                 --------     -------
        Property, plant and equipment - net                                        84,145      90,282

Other assets                                                                        4,178       5,147
Cost in excess of net assets of acquired businesses, net of
   accumulated amortization of $7,340 in 1997 and $7,115 in 1996                   25,458      28,378
                                                                                 --------     -------
                                                                                 $201,600     206,032
                                                                                 ========     =======

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Short-term borrowings                                                        $   2,128       1,342
   Current installments of long-term debt                                           7,807       1,634
   Accounts and notes payable - trade and other liabilities                        25,396      30,254
   Income taxes payable                                                             1,431       1,525
                                                                                ---------     -------
        Total current liabilities                                                  36,762      34,755

Long-term debt                                                                     66,428      67,754
Other long-term liabilities                                                         1,125       1,316
Deferred income taxes                                                              15,996      17,029
                                                                                ---------     -------
        Total liabilities                                                         120,311     120,854

Stockholders' equity:
   Preferred stock                                                                      -           -
   Common stock                                                                       147         147
   Paid-in capital                                                                 30,059      29,946
   Retained earning                                                                63,662      56,919
   Cumulative foreign translation adjustment                                      (11,081)       (336)
   Treasury stock, at cost                                                         (1,498)     (1,498)
                                                                                ---------     -------
        Total stockholders' equity                                                 81,289      85,178
                                                                                ---------     -------
Commitments and contingencies                                                   $ 201,600     206,032
                                                                                =========     =======


                               See accompanying notes to consolidated financial statements

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                           WORLDTEX, INC.
                                  CONSOLIDATED STATEMENTS OF INCOME
                     (Dollars and shares in thousands except per share amounts)
                                              UNAUDITED

                                                  Nine Months Ended                  Three Months Ended
                                                     September 30,                      September 30,
                                                    1997        1996                 1997          1996
                                                ---------------------              ---------------------
<S>                                             <C>           <C>                   <C>           <C>   
Net sales                                       $ 148,350     155,189               45,552        50,150
Cost of goods sold                                122,040     126,200               37,428        41,186
                                                ---------     -------              -------       -------

   Gross profit                                    26,310      28,989                8,124         8,964
Selling & administration expense                   11,688      11,536                3,634         3,588
                                                ---------     -------              -------       -------

   Operating profit                                14,622      17,453                4,490         5,376
Interest expense                                    4,417       4,391                1,450         1,521
Other income (expense) - net                           30         456                 (129)          162
                                                ---------     -------              -------       -------

   Income before income taxes                      10,235      13,518                2,911         4,017
Provision for income taxes                          3,492       5,111                  863         1,536
                                                ---------     -------              -------       -------

   Net income                                    $  6,743       8,407                2,048         2,481
                                                =========     =======              =======       =======

Net income per share                             $   0.46        0.58                 0.14          0.17
                                                =========     =======              =======       =======

Weighted average shares
   outstanding                                     14,809      14,620               14,749        14,669
                                                =========     =======              =======       =======


















                      See accompanying notes to consolidated financial accounts

</TABLE>





<PAGE>

<TABLE>
<CAPTION>

                                           WORLDTEX, INC.
                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                       (Dollars in thousands)
                                              UNAUDITED

                                                                                      Nine Months Ended
                                                                                        September 30,
                                                                                  1997                1996
                                                                                ---------------------------
<S>                                                                               <C>                 <C>
Cash flows from operating activities:
Net Income                                                                        $ 6,743             8,407
   Adjustments to reconcile net income to net
      cash provided by operating activities:
           Depreciation and amortization                                            4,719             4,534
           Provision for losses on accounts receivable                                167               274
           Deferred income taxes                                                      183             1,227
           Change in assets and liabilities:
                Accounts and notes receivable                                      (3,264)           (5,441)
                Inventories                                                        (3,777)             (329)
                Prepaid expenses and other current assets                              43               431
                Accounts and notes payable -
                     trade and other current liabilities                           (2,318)            3,496
                Income taxes payable                                                  209            (1,245)
                                                                                 --------           ------- 

                Net cash provided by
                     operating activities                                           2,705            11,354
                                                                                 --------           ------- 

Cash flows from investing activities:
   Capital expenditures                                                            (5,826)          (12,837)
   Other investing activities                                                         997              (123)
                                                                                 --------           ------- 
           Net cash used in investing activities                                   (4,829)          (12,960)
                                                                                 --------           ------- 
Cash flows from financing activities:
   Borrowings under line of credit arrangements                                     3,180            15,160
   Payments under line of credit arrangements                                      (2,395)          (14,572)
   Borrowings under revolving credit facility                                      80,140            94,700
   Payments under revolving credit facility                                       (73,500)          (83,380)
   Stock issued or (reacquired), net                                                  113               (16)
   Other financing activities                                                      (1,108)           (6,754)
                                                                                 --------           ------- 
           Net cash provided by financing activities                                6,430             5,138
                                                                                 --------           ------- 
           Effects of exchange rate changes on cash                                 2,012               (86)
                                                                                 --------           ------- 
           Net increase in cash                                                     6,318             3,446
Cash at beginning of year                                                           2,117             1,845
                                                                                 --------           ------- 
Cash at end of period                                                               8,435             5,291
                                                                                 ========           =======

Supplemental  disclosure of cash flow  information:
  Cash paid during the period for:
           Interest                                                               $ 5,110             5,237
                                                                                 ========           =======
           Income taxes                                                           $ 4,619             5,749
                                                                                 ========           =======










                              See accompanying notes to consolidated financial statements.
</TABLE>




<PAGE>


                                 WORLDTEX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    UNAUDITED


1.   In the opinion of the  Company,  the  accompanying  unaudited  consolidated
     financial  statements  contain all  adjustments  (consisting of only normal
     recurring  accruals) necessary to present fairly the financial position and
     results of  operations  for the  interim  periods  reported  hereon.  It is
     suggested  that  these  consolidated   financial   statements  be  read  in
     conjunction  with  the  consolidated  financial  statements  and the  notes
     thereto  included in the Company's  annual report for the fiscal year ended
     December 31, 1996. The December 31, 1996 amounts  included in the financial
     statements are derived from December 31, 1996 audited financial  statements
     and notes thereto.

2.   On  October  3, 1997,  the  Company  purchased  certain  assets  from Texfi
     Industries  for $7.7  million  and paid  $600,000  to cancel  an  equipment
     operating lease assumed from the seller.  The acquisition  will be recorded
     using the purchase  method of  accounting,  with the excess  purchase price
     allocated  to the  fair  value  of the  assets  purchased  and  liabilities
     assumed.

     On October 29, 1997, the Company  entered into an asset purchase  agreement
     to purchase  substantially all assets of Elastic Corporation of America for
     a purchase price of $76.3 million and assume  obligations  including a $6.0
     million bond  obligation.  The proposed  acquisition will be recorded using
     the purchase method of accounting, with the excess purchase price allocated
     to the fair value of the assets purchased and liabilities assumed.






<PAGE>
                                 WORLDTEX, INC.

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS
---------------------

Sales for the nine months ended  September 30, 1997 were $148.4  million and net
income was $6.7 million  compared with sales of $155.2 million and net income of
$8.4 million for the  comparable  period in 1996. Net income per share was $0.46
for the 1997  nine  month  period  compared  with  $0.58 in 1996.  Sales for the
quarter  ended  September  30,  1997 were $45.6  million and net income was $2.0
million, compared with sales of $50.2 million and net income of $2.5 million for
the comparable 1996 period. Net income per share was $0.14 for the third quarter
of 1997 compared with $0.17 in the 1996 period.

The following table sets forth the percentages  which certain income and expense
items bear to net sales:

<TABLE>
<CAPTION>
                                                             Nine Months Ended   Three Months Ended
                                                                September 30,      September 30,
                                                             -----------------   ------------------
                                                              1997      1996      1997      1996
                                                             ------    ------    ------    ------
<S>                                                          <C>       <C>       <C>       <C>   
Net sales                                                    100.0%    100.0%    100.0%    100.0%
                                                             ======    ======    ======    ======
Gross margin                                                  17.7%     18.7%     17.8%     17.9%
   Selling, general  and administration expenses               7.9%      7.4%      8.0%      7.2%
                                                             ------    ------    ------    ------
Operating profit                                               9.8%     11.3%      9.8%     10.7%
Interest expense                                               3.0%      2.8%      3.1%      3.0%
Other income (expense) - net                                   0.1%      0.2%     (0.3%)     0.3%
                                                             ------    ------    ------    ------
Income before income taxes                                     6.9%      8.7%      6.4%      8.0%
                                                             ======    ======    ======    ======
</TABLE>

For the nine months ended September 30, 1997, sales decreased by $6.8 million or
4.4%  compared with the nine months ended  September  30, 1996.  For the quarter
ended September 30, 1997,  sales decreased by $4.6 million or 9.2% compared with
the 1996 quarter.

Sales from North American  operations  increased 7.0% and decreased 0.7% for the
nine months and the three months ended September 30, 1997 from the corresponding
periods in 1996. Sales from French operations  decreased 13.7% and 17.3% for the
nine months and the three months ended September 30, 1997 from the corresponding
periods in 1996.  The stronger  U.S.  dollar versus the French franc reduced the
French subsidiary sales by approximately 12.0% and 16.7% for the nine months and
the three  months  ended  September  30, 1997  compared  with the  corresponding
periods in 1996. Sales in the Company's South American operation increased 26.3%
and 16.7% (including intercompany sales of $7.3 million and $2.9 million for the
nine and three month  periods of 1997 and $3.7  million and $1.7 million for the
nine and three month  periods of 1996 ) for the nine months and the three months
ended  September 30, 1997 from the  corresponding  periods in 1996.  The reduced
value of the Colombian peso lowered South American sales by  approximately  5.7%
and 11.0% for the nine  months and the three  months  ended  September  30, 1997
compared with the corresponding periods in 1996.

The  volume  increase  for the  nine  months  of 1997 in North  America  was due
primarily to increased market share and expanding  diversification  into markets
that offer higher  margins.  Sales from the French  operations,  net of currency
translations for reporting purposes,  decreased  approximately 1.7% for the nine
months of 1997 compared  with the nine months of 1996  primarily due to two less
working days in the 1997 period and to soft economic  conditions in Europe.  The
volume  increases  in South  America  reflect the  continuing  efforts to expand
production in the Company's lower cost operation.

Gross profit margins decreased primarily because the Company's costs were spread
over lower sales.  Gross profit  margins also  decreased  due to an  unfavorable
change in the French subsidiary product mix. Selling and administrative expenses
increased  as a  percentage  of net sales  because the fixed  component of these
expenses was spread over a lower sales base.

<PAGE>


                                 WORLDTEX, INC.

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Interest  expense for the nine months ending  September 30, 1997  increased from
the  corresponding  periods in 1996 primarily due to higher  effective  interest
rates. Interest expense for the three months ending September 30, 1997 decreased
from the prior year third  quarter  due to lower  effective  interest  rates and
lower average outstanding debt.

The  Company  had an  effective  income tax rate of 34.1% and 29.6% for the nine
months and the three months ended September 30, 1997 compared to 37.8% and 38.2%
for the same periods in 1996.  This  decrease  resulted  primarily  because of a
lower  effective tax rate  attributable to lower taxation of the Company's South
American operation.




LIQUIDITY; CAPITAL RESOURCES
----------------------------

The Company  meets both its  long-term and  short-term  liquidity  needs through
internally generated funds and outside borrowings.

At September 30, 1997, $19 million was outstanding under the Company's Revolving
Credit Agreement (the "Existing Credit  Facility") and approximately $16 million
was available for future  borrowings.  In addition,  Filix Lastex,  S.A., Rubyco
(1987), Inc., and Fibrexa Ltda., had available approximately $15.2 million, $1.1
million, and $2.8 million, respectively,  under various bank lines of credit and
overdraft  facilities.  At  September  30, 1997,  Filix,  Rubyco and Fibrexa had
outstanding   debt  under  these  agreements  of  $0,  $0.5  and  $1.6  million,
respectively.  The most  restrictive  covenant of the Company's  Existing Credit
Facility  and  Note  Agreement  for its  7.50%  Senior  Notes  limit  short-term
borrowings  by the  Company's  subsidiaries  to a total of  approximately  $16.1
million at September 30, 1997.

Cash totaled $8.4 million at September 30, 1997,  representing a net increase of
$6.3  million  for the  nine  months  then  ended.  Cash  flows  from  operating
activities  and from financing  activities  are the principal  indicators of the
Company's  liquidity.  During the first nine  months of 1997,  $2.7  million was
generated from operating activities as a result of net income,  adjusted for the
effects  of  depreciation  and  amortization  and  changes  in the  balances  of
receivables,  payables,  inventories  and  prepaid  expenses  and other  current
assets.  During the first nine months of 1997, financing activities  contributed
$6.4 million,  reflecting  routine borrowings and repayments under the Company's
credit  facilities.  During  the first nine  months of 1997,  $4.8  million  was
applied  toward  the  purchase  of  additional  equipment  and  other  investing
activities,   including  the  upgrading  of  certain   equipment.   The  Company
anticipates   that  its  capital   expenditures   during  1997   (excluding  the
acquisitions discussed below) will approximate $11.0 million,  primarily for the
purchase of equipment.  The Company currently expects that capital  expenditures
for 1998 will aggregate approximately $16.0 million, primarily for machinery and
equipment and property improvements.

Working  capital was $51.2 million at September  30, 1997,  and $47.5 million at
December 31, 1996,  reflecting an increase of $3.7 million and current ratios of
2.4 and 2.4 respectively, at September 30, 1997 and December 31, 1996.

On October 3, 1997,  a  wholly-owned  subsidiary  of the Company  purchased  the
Narrow  Fabrics  division  ("Elastex") of Texfi  Industries,  Inc. (the "Elastex
Acquisition") for approximately  $7.7 million and paid $0.6 million to cancel an
equipment  operating  lease  assumed from the seller,  which funds were borrowed
under the Existing Credit  Facility.  Elastex had net sales of $15.8 million for
its fiscal year ended November 1, 1996. On October 29, 1997, the Company entered
into an agreement providing for the acquisition by a wholly-owned  subsidiary of
the Company of the Elastic  Corporation of America division ("ECA") of NFA Corp.
(the  "ECA  Acquisition")  for  approximately  $76.3  million  in  cash  and the
assumption of $6.0 million in long-term debt. ECA had net sales of $55.8 million
for its fiscal year ended December 28, 1996.  Elastex and ECA are  manufacturers
of narrow elastic fabrics,  which are elasticized  fabric bands that are used as
components  in the  production  of a broad  range of apparel  products,  such as
waistbands for men's,  women's and children's  underwear,  athletic  apparel and
other  garments,  straps,  facings and edgings in women's  intimate  apparel and
elastic bands in women's hosiery.

<PAGE>


                                 WORLDTEX, INC.

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


The Company intends to fund the purchase price for the ECA  Acquisition  and, in
related transactions,  to refinance  substantially all of the Company's existing
debt through new borrowings  (including a new credit  facility that will replace
the Existing Credit  Facility).  In addition,  the Company's  business  strategy
includes  the  pursuit  of  strategic  acquisitions  of  other  businesses.  Any
acquisition would be funded through cash generated by the Company's  operations,
the  issuance  of  additional  securities,  the  sale  of  other  assets  or the
incurrence of additional indebtedness.  The Company's ability to sell assets and
incur indebtedness are and will be restricted under its debt agreements.

Upon  completion of the ECA  Acquisition  and the related debt  financings,  the
Company will be highly leveraged.  On September 30, 1997, after giving pro forma
effect to the ECA  Acquisition,  the Elastex  Acquisition  and the related  debt
financings,  the  Company  would have had total  indebtedness  of  approximately
$166.4 million and  stockholders'  equity of  approximately  $79.8 million.  The
degree to which the Company  will be  leveraged  following  the ECA  Acquisition
could have important consequences to the Company, including, but not limited to:
(i) making it more  difficult  for the Company to satisfy its  obligations  with
respect to its debt obligations,  (ii) increasing the Company's vulnerability to
general adverse economic and industry  conditions,  (iii) limiting the Company's
ability to obtain additional  financing to fund future working capital,  capital
expenditures,  and other  general  corporate  requirements,  (iv)  requiring the
dedication of a substantial  portion of the Company's cash flow from  operations
to the payment of  principal  of, and  interest  on, its  indebtedness,  thereby
reducing the  availability  of such cash flow to fund working  capital,  capital
expenditures,  research and development or other general corporate purposes, (v)
limiting the Company's  flexibility  in planning for, or reacting to, changes in
its business  and the  industry,  and (vi) placing the Company at a  competitive
disadvantage vis-a-vis less leveraged competitors.  In addition,  Company's debt
agreements  will contain  financial and other  restrictive  covenants  that will
limit the ability of the  Company to,  among  other  things,  borrow  additional
funds.  Failure by the Company to comply with such covenants  could result in an
event of default which,  if not cured or waived,  could have a material  adverse
effect on the Company.


<PAGE>


                                 WORLDTEX, INC.

                           PART II - OTHER INFORMATION


<TABLE>
<CAPTION>

Item 6.  Exhibits and Reports on Form 8-K

<S>        <C>                  <C>
(a)        Exhibits

           Exhibit No.           Description

           11.1                  Computation of earnings per share

           27.1                  Financial Data Schedule (filed with EDGAR only)






(b)     Reports on Form 8-K

        During the  quarter  ended  September 30, 1997, the Company did not file
        any reports on Form 8-K.

</TABLE>




<PAGE>


                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                                 WORLDTEX, INC.
                                                  (Registrant)



Date:  November 14, 1997                         By: /S/ RICHARD J. MACKEY
                                                     ---------------------
                                                     Richard J. Mackey
                                                     Chairman of the Board
                                                     and Chief Financial Officer