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 March 31, 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., Hickory, North Carolina                 28601
   (Address of principal executive offices)                  (Zip Code)

                                 (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 OUTSTANDING
            ----                    -----                   ------------------

      <S>                        <C>                             <C>
      March 31, 1997             Common Stock                    14,405,671

</TABLE>

<PAGE>
                                 WORLDTEX, INC.

                                      INDEX
                                      -----

<TABLE>
<CAPTION>

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

         Consolidated Balance Sheets at March 31,                   1
         1997 (Unaudited) and December 31, 1996

         Consolidated Statements of Income
         (Unaudited) for the Three Months
         Ended March 31, 1997 and 1996                              2

         Consolidated Statements of Cash
         Flows (Unaudited) for the Three
         Months Ended March 31, 1997 and 1996                       3

         Notes to Consolidated Financial
         Statements (Unaudited)                                     4

         Management's Discussion and Analysis
         of Financial Condition and Results
         of Operations                                              5 - 7

PART II - Other Information                                         8


</TABLE>



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

<TABLE>
<CAPTION>
                                                         March 31,      December 31,
                                                           1997            1996
                                                         ---------      -----------
                                                        (UNAUDITED)
                             ASSETS
<S>                                                     <C>             <C>
 Current assets:                                   
   Cash                                                $   4,337         2,117
   Accounts and notes receivable, less allowance 
     for doubtful accounts of $2,564 in 1997 and 
     $2,589 in 1996                                        39,458       39,868
   Inventories:
       Raw materials                                       12,339       12,614
       Work-in-process                                      6,113        6,428
       Finished goods                                      18,657       18,223
                                                        ---------    ---------
       Total inventories                                   37,109       37,265

   Prepaid expenses and other current assets                3,656        2,975
                                                        ---------    ---------
       Total current assets                                84,560       82,225

Property, plant and equipment, at cost:
       Land                                                 2,316        2,471
       Buildings and leasehold improvements                29,883       31,181
       Machinery and equipment                             89,099       91,008
                                                        ---------    ---------
       Less accumulated depreciation and amortization      34,747       34,378
                                                        ---------    ---------
       Property, plant and equipment - net                 86,551       90,282

Other assets                                                5,119        5,147
Cost in excess of net assets of acquired businesses, 
   net of accumulated amortization of $7,052 in 1997 
   and $7,115 in 1996                                      26,807       28,378
                                                        ---------    ---------
                                                        $ 203,037      206,032
                                                        =========    =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
   
Current liabilities:
   Short-term borrowings                                $   2,412        1,342
   Current installments of long-term debt                   1,259        1,634
   Accounts and notes payable - trade and other 
     liabilities                                           27,181       30,254
   Income taxes payable                                     1,729        1,525
                                                        ---------    ---------
       Total current liabilities                           32,581       34,755

Long-term debt                                             71,402       67,754
Other long-term liabilities                                 1,244        1,316
Deferred income taxes                                      16,358       17,029
                                                        ---------    ---------
       Total liabilities                                  121,585      120,854

Stockholders' equity:
   Preferred stock                                             -            -
   Common stock                                               147          147
   Paid-in capital                                         29,963       29,946
   Retained earnings                                       59,585       56,919
   Cumulative foreign translation adjustment               (6,745)        (336)
   Treasury stock, at cost                                 (1,498)      (1,498)
                                                        ---------    ---------
       Total stockholders' equity                          81,452       85,178
                                                        ---------    ---------
Commitments and contingencies                           $ 203,037      206,032
                                                        =========    =========
</TABLE>
           See accompanying notes to consolidated financial statements



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


<TABLE>
<CAPTION>
                                                       Three Months Ended
                                                            March 31,
                                                      1997              1996
                                                      ----              ----

<S>                                                <C>               <C>   
Net sales                                          $ 50,918             51,899
Cost of goods sold                                   41,676             42,153
                                                   --------            -------

      Gross profit                                    9,242              9,746
Selling & administration expense                      3,780              3,840
                                                   --------            -------

      Operating profit                                5,462              5,906
Interest expense                                     (1,406)           ( 1,530)
Other income (expense) - net                             70                  3
                                                   --------            -------

      Income before income taxes                      4,126              4,379
Provision for income taxes                            1,460              1,679
                                                   --------            -------

Net income                                          $ 2,666              2,700
                                                   ========            =======

Net income per share                               $   0.18               0.19
                                                   ========            =======

Weighted average shares outstanding                  14,930             14,548
                                                   ========            =======
</TABLE>



 See accompanying notes to consolidated financial statements.


<PAGE>
                                 WORLDTEX, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
                                    UNAUDITED
<TABLE>
<CAPTION>
                                                       Three Months Ended
                                                            March 31,
                                                      1997              1996
                                                      ----              ----

<S>                                                <C>               <C>   
Cash flows from operating activities:
Net income                                         $ 2,666             2,700
      Adjustments to reconcile net income 
        to net cash provided by (used in)
        operating activities:
           Depreciation and amortization             1,544             1,306
           Provision for losses on accounts
             receivable                                 37                82
           Deferred income taxes                       111               464
           Change in assets and liabilities:
                Accounts and notes receivable      ( 1,821)          ( 3,190)
                Inventories                         (1,557)              619
                Prepaid expenses and other 
                  current assets                      (770)               16
                Accounts and notes payable - 
                  trade and other current 
                  liabilities
                                                    (1,804)             (599)
                Income taxes payable                   404               553
                                                    -------         --------
                Net cash provided by (used in)
                    operating activities            (1,190)            1,951
                                                    -------         --------
Cash flows from investing activities:
      Capital expenditures                          (1,653)           (1,955)
      Other investing activities                         2              (826)
                                                    -------         --------
           Net cash used in investing 
             activities                             (1,651)           (2,781)
                                                    -------         --------
Cash flows from financing activities:
      Borrowings under line of credit 
        arrangements                                 1,322             1,035
      Payments under line of credit 
        arrangements                                  (252)           (1,000)
      Borrowings under revolving credit
        facility                                    27,040            22,890
      Payments under revolving credit
        facility                                   (22,980)          (19,360)
      Stock issued                                      16                 0
      Other financing activities                      (421)              (48)
                                                    -------         --------
           Net cash provided by financing 
             activities                              4,725             3,517
                                                    -------         --------
           Effects of exchange rate 
             changes on cash                           336               (35)
                                                    -------         --------

           Net increase in cash                      2,220             2,652
Cash at beginning of year                            2,117             1,845
                                                    -------         --------
Cash at end of period                              $ 4,337             4,497
                                                    =======         ========
Supplemental  disclosure of cash flow  
  information:  
   Cash paid during the period for:
           Interest                                $  2,197            2,384
                                                    =======         ========
           Income taxes                            $  1,927            1,014
                                                    =======         ========
</TABLE>
 
         See accompanying notes to consolidated financial statements.



<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.


<PAGE>
                                 WORLDTEX, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

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

Sales for the three months ended March  31,1997 were $50.9  million and earnings
were $2.7  million  compared  with sales of $51.9  million and  earnings of $2.7
million for the comparable period in 1996.

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

<TABLE>
<CAPTION>
                                                       Three Months Ended
                                                            March 31,
                                                      1997              1996
                                                      ----              ----

<S>                                              <C>                  <C>   
Net sales                                        100.0%                100.0%
                                                 ------                -----

Gross margin                                      18.1%                 18.8%

Selling and administration expense                 7.4%                  7.4%
                                                 -------               ------

      Operating profit                            10.7%                 11.4%

Interest expense                                 ( 2.7%)               ( 3.0%)

Other income (expense) - net                        .1%                   -
                                                 ------                ------

Income before income taxes                         8.1%                  8.4%
                                                 ------               ------

</TABLE>

For the three months ended March 31, 1997, sales decreased by $1 million or 1.9%
compared to the three months ended March 31, 1996.

Sales from North American operations  increased 10.2% for the three months ended
March  31,  1997  from the  corresponding  period  in 1996.  Sales  from  French
operations  decreased  13.2% for the three  months ended March 31, 1997 from the
corresponding  period in 1996. The stronger U.S.  dollar versus the French Franc
reduced the French  subsidiary sales by  approximately  9.5% during the quarter.
Sales in the Company's  South  American  operation  increased  31.3%  (excluding
intercompany  sales)  for the  three  months  ended  March  31,  1997  from  the
corresponding  period in 1996.  The reduced value of the Colombian  Peso lowered
South American sales by approximately 2.4% during the quarter.

The  volume  increase  for the first  quarter 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  decreased over the
prior year same period due  primarily to the weaker  French Franc  translated to

<PAGE>
                                 WORLDTEX, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


U.S.  dollars for  reporting  purposes.  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. Selling and administrative expenses decreased 1.6% but did not
change as a percentage of net sales.

Interest  expense for the three months ending March 31, 1997  decreased from the
corresponding period in 1996 due to lower average effective interest rates.

The Company had an effective income tax rate of 35.4% for the three months ended
March 31,  1997  compared to 38.3% for the same  period in 1996.  This  decrease
resulted  primarily  because of a lower  effective tax rate  attributable to 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 March 31, 1997, $16.4 million was outstanding  under the Company's  Revolving
Credit  Agreement  and  approximately  $18.6  million was  available  for future
borrowings.  In addition,  Filix Lastex,  S.A., Rubyco (1987), Inc., and Fibrexa
Ltda., had available  approximately $16 million, $1.1 million, and $2.8 million,
respectively,  under various bank lines of credit and overdraft  facilities.  At
March 31,  1997,  Filix,  Rubyco and  Fibrexa had  outstanding  debt under these
agreements  of $0,  $.2 and $2.2  million,  respectively.  The most  restrictive
covenant of the Company's  Credit  Agreement and Note Agreement limit short-term
borrowings  by the  Company's  subsidiaries  to a total of  approximately  $15.5
million  at March 31,  1997.  Worldtex  believes  that  these  lines of  credit,
together with internally  generated funds and access to other financing sources,
will provide  sufficient  liquidity for the Company's  expected  short-term  and
long-term cash requirements.

Cash totaled $4.3 million at March 31, 1997, representing a net increase of $2.2
million for the three months then ended.  Cash flows from  operating  activities
and from  financing  activities  are the  principal  indicators of the Company's
liquidity.  During the first  three  months of 1997,  $1.2  million  was used in
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 three  months of 1997,  financing  activities  contributed  $4.7  million,
reflecting   routine  borrowings  and  repayments  under  the  Company's  credit
facilities.  During the first  three  months of 1997,  $1.7  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 will approximate $12.9 million,  primarily for
the purchase of equipment.

<PAGE>
                                 WORLDTEX, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Working  capital  was $52.0  million  at March 31,  1997,  and $47.5  million at
December 31, 1996,  reflecting an increase of $4.5 million and current ratios of
2.6 and 2.4 respectively, at March 31, 1997 and December 31, 1996.



<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)
</TABLE>

      (b)    Reports on Form 8-K

             During the quarter  ended March 31, 1997,  the Company did not file
             any reports on Form 8-K.



<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     May 14, 1997                     By_________________________________
                                            Richard J. Mackey
                                            Chairman of the Board
                                            and Chief Financial Officer