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, 1999
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.)

 915 Tate Boulevard, S.E., Suite 106, Hickory,                   28602
                  North Carolina                               (Zip Code)
       (Address of principal executive offices)

                                (828) 322-2242
             (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:

         Date                         Class                 Shares Outstanding
------------------------      ----------------------      ----------------------
   November 3, 1999               Common Stock                  14,271,171



<PAGE>


                                WORLDTEX, INC.

                                    INDEX


                                                                     PAGE NUMBER

PART I - Financial Information

      Consolidated Statements of Operations (Unaudited) for the
      Three and Nine Months Ended September 30, 1999 and 1998            2

      Consolidated Statements of Comprehensive Income (Loss)
      (Unaudited) for the Three and Nine Months Ended September          2
      30, 1999 and 1998

      Consolidated Balance Sheets at September 30, 1999
      (Unaudited)                                                        3
      and December 31, 1998

      Consolidated Statements of Cash Flows (Unaudited) for the
                                                                         4
      Nine Months Ended September 30, 1999 and 1998

      Notes to Consolidated Condensed Financial Statements               5-12
      (Unaudited)

      Management's Discussion and Analysis of Financial Condition
      and Results of Operations                                          13-18

PART II - Other Information                                              19



<PAGE>


                                WORLDTEX, INC.
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                   (In thousands except per share amounts)
                                  UNAUDITED

<TABLE>
<CAPTION>

                                       Three Months Ended     Nine Months Ended
                                          September 30,         September 30,
                                         1999       1998       1999       1998
                                         ----       ----       ----       ----
<S>                                    <C>         <C>        <C>        <C>

Net sales                              $69,721     59,801     221,345    195,084
Costs of goods sold                     59,492     50,761     184,071    159,174
                                        ------     ------     -------    -------

   Gross profit                         10,229      9,040      37,274     35,910
Selling & administrative expense         5,660      5,116      17,734     17,029
Goodwill amortization                      719        560       2,247      1,729
                                        ------     ------      ------     ------

   Operating profit                      3,850      3,364      17,293     17,152
Interest expense                         5,007      4,824      14,965     14,255
Other income (expense) - net              (402)       (90)       (387)       255
                                        ------     ------      ------     ------

   Income (loss) before income taxes    (1,559)    (1,550)      1,941      3,152
Provision (benefit) for income taxes      (847)      (489)        578      1,314
                                        -------    ------      ------     ------

   Net income (loss)                    $ (712)    (1,061)      1,363      1,838
                                        ======     ======      ======     ======

Net income (loss) per share:
   Basic                                $ (.05)      (.07)        .10        .13
                                        ======     ======     =======    =======
   Diluted                              $ (.05)      (.07)        .10        .13
                                        ======     ======     =======    =======

Weighted average shares outstanding
   Basic                                14,271     14,341      14,271     14,401
                                        ======     ======      ======     ======
   Diluted                              14,271     14,341      14,271     14,642
                                        ======     ======      ======     ======
</TABLE>

                                WORLDTEX, INC.
            CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
                                (In thousands)
                                  UNAUDITED
<TABLE>
<CAPTION>
                                       Three Months Ended     Nine Months Ended
                                          September 30,         September 30,
                                         1999       1998        1999        1998
                                         ----       ----        ----        ----
<S>                                     <C>        <C>          <C>        <C>
Net income (loss)                       $ (712)    (1,061)      1,363      1,838

Other comprehensive income (loss),
 net of tax:

   Foreign translation adjustment        1,748      3,609      (8,058)     2,225
                                        ------     ------      ------     ------

      Comprehensive income (loss)       $1,036      2,548      (6,695)     4,063
                                        ======     ======      ======     ======

</TABLE>

     See accompanying notes to consolidated condensed financial statements
<PAGE>


                                WORLDTEX, INC.
                         CONSOLIDATED BALANCE SHEETS
                                (In thousands)


<TABLE>
<CAPTION>
                                                      September 30, December 31,
                                                          1999         1998
                                                          ----         ----
                              ASSETS                   (Unaudited)
<S>                                                    <C>            <C>
Current assets:
   Cash and cash equivalents                            $ 9,688        6,715
   Accounts and notes receivable, less allowance for
      doubtful accounts of $2,216 in 1999 and $2,041
      in 1998                                            49,731       42,885
   Inventories                                           59,167       58,515
   Prepaid expenses and other current assets              3,590        3,982
                                                      ---------     --------
      Total current assets                              122,176      112,097

Property, plant and equipment - net                     113,166      113,652
Other assets                                              8,444       12,850
Cost in excess of net assets of acquired businesses,
   net of accumulated amortization of $11,043 in 1999    80,617       85,521
   and $9,146 in 1998                                 ---------     --------
                                                       $324,403      324,120
                                                      =========     ========
</TABLE>

                  LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

<S>                                                    <C>           <C>
Current liabilities:
   Short-term borrowings                                $ 6,715        7,308
   Current installments of long-term debt                   369          525
   Accounts payable-trade and other liabilities          38,677       29,412
   Income taxes payable                                   1,953        1,700
                                                      ---------     --------
      Total current liabilities                          47,714       38,945

Long-term debt                                          197,833      196,319
Other long-term liabilities                               2,531        2,496
Deferred income taxes                                     9,538       12,878
                                                      ---------    ---------
      Total liabilities                                 257,616      250,638
                                                      ---------    ---------

Commitments and contingencies

Stockholders' equity:
   Preferred stock                                            -            -
   Common stock (shares issued of 14,701 in 1999
    and 1998)                                               147          147
   Paid-in capital                                       30,084       30,084
   Retained earnings                                     57,532       56,169
   Accumulated other comprehensive loss                 (18,627)     (10,569)
   Treasury stock, at cost (430 shares in 1999           (2,349)      (2,349)
    and 1998)                                          ---------   ---------
      Total stockholders' equity                         66,787       73,482
                                                       --------    ---------

                                                       $324,403      324,120
                                                       ========    =========
</TABLE>


     See accompanying notes to consolidated condensed financial statements
<PAGE>


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

<TABLE>
<CAPTION>
                                                           Nine Months Ended
                                                             September 30,
                                                           1999         1998
                                                           ----         ----
<S>                                                       <C>         <C>
Cash flows from operating activities:
  Net income                                              $1,363       1,838
  Adjustments to reconcile net income to net
  cash provided by operating activities:
    Depreciation                                           9,364       5,473
    Amortization                                           2,247       1,729
    Provision for losses on accounts receivable              480         399
    Deferred income taxes                                 (2,305)     (2,105)
    Change in assets and liabilities:
      Accounts and notes receivable                      (10,278)       (387)
      Inventories                                         (3,534)     (1,470)
      Prepaid expenses and other current assets              271         301
      Accounts payable - trade and other liabilities      11,453       2,518
      Income taxes payable                                   532       1,964
                                                       ---------   ---------
      Net cash provided by operating activities            9,593      10,260
                                                       ---------   ---------

Cash flows from investing activities:
  Capital expenditures                                   (13,280)    (14,970)
  Other investing activities                               1,704          68
                                                       ---------   ---------
    Net cash used in investing activities                (11,576)    (14,902)
                                                      ----------  ----------

Cash flows from financing activities:
  Borrowings under line of credit arrangements               866       7,725
  Payments under line of credit arrangements                   -      (1,884)
  Borrowings under revolving credit facility              71,600           -
  Payments under revolving credit facility               (68,390)          -
  Payments under long-term loans                          (1,520)          -
  Stock issued or (reacquired), net                            -        (825)
  Other financing activities                               3,121        (331)
                                                       ---------   ---------
    Net cash provided by financing activities              5,677       4,685
                                                       ---------   ---------
Effects of exchange rate changes on cash                    (721)      1,611
                                                       ---------   ---------
    Net increase in cash and cash equivalents              2,973       1,654
Cash and cash equivalents at beginning of year             6,715      14,872
                                                       ---------   ---------
Cash and cash equivalents at end of period                $9,688      16,526
                                                       =========   =========

Supplemental  disclosure of cash flow
 information:
  Cash paid during the period for:

    Interest                                             $10,862     10,606
                                                       =========  =========
    Income taxes                                          $2,351     $1,455
                                                       ---------  =========


</TABLE>

     See accompanying notes to consolidated condensed financial statements
<PAGE>

                                WORLDTEX, INC.
             NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  UNAUDITED
                            (Dollars in thousands)

Note 1 - Basis of Presentation

      In the opinion of the Company,  the  accompanying  unaudited  consolidated
financial  statements  contain all  adjustments  necessary to present fairly the
financial  position and results of operations for the interim  periods  reported
hereon.  The Company  changed the  functional  currency  for its  subsidiary  in
Colombia,  South  America,  from the Colombian  peso to the United States dollar
effective July 1, 1999 because cash flows derived from its operations are mostly
denominated in United States dollars.  Translation adjustments for prior periods
remain in the cumulative  translation  adjustment  account within  stockholders'
equity.  The  accounting  basis  for  nonmonetary  assets  in  the  current  and
subsequent periods is the translated amounts as of July 1, 1999. 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,  1998.  The
December 31, 1998 amounts included in the financial  statements are derived from
December 31, 1998 audited financial statements and notes thereto.  Certain prior
period  amounts  have  been  reclassified  to  conform  to  the  current  period
presentation.  The  reclassifications  did not impact  net income as  previously
reported.

Note 2 - Summary of Significant Accounting Policies

      Inventories  are stated at the lower of cost  (determined  on a  first-in,
first-out basis) or market. The major classes of inventory are as follows:

<TABLE>
<CAPTION>
                                                  September 30,    December 31,
                                                     1999             1998
                                                     ----             ----
      <S>                                         <C>                <C>
      Raw materials                               $  15,162           16,032
      Work-in-process                                16,443           14,749
      Finished goods                                 27,562           27,734
                                                  ---------        ---------
        Total inventories                         $  59,167           58,515
                                                  =========        =========
</TABLE>

      Property,  plant  and  equipment  is  recorded  at  cost  and  depreciated
primarily using the straight-line  method over the estimated useful lives of the
related  assets.  Repairs  and  maintenance  costs are  charged  to  expense  as
incurred. Property, plant and equipment consists of the following:

             Notes to consolidated condensed financial statements


<PAGE>


                                WORLDTEX, INC.
             NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  UNAUDITED
                            (Dollars in thousands)

<TABLE>
<CAPTION>
                                                  September 30,    December 31,
                                                     1999             1998
                                                     ----             ----
     <S>                                         <C>               <C>
      Land                                        $   2,982            3,255
      Buildings and leasehold improvements           39,283           39,246
      Machinery and equipment                       117,885          111,417
                                                  ---------        ---------
                                                    160,150          153,918
      Less accumulated depreciation and              46,984           40,266
       amortization                                ---------        ---------
                                                  $ 113,166          113,652
                                                  =========        =========

</TABLE>

Note 3 - New Accounting Standard

      In June 1998,  the Financial  Accounting  Standards  Board issued SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities.  SFAS No. 133
requires all  derivatives  to be recorded on the balance sheet at fair value and
establishes  special  accounting  standards for derivatives that qualify as fair
value hedges,  cash flow hedges and hedges of foreign currency  exposures of net
investments  in foreign  operations.  Management is evaluating the impact of the
adoption of SFAS No. 133 on the Company's financial position and operations.

Note 4 - Supplemental Consolidating Financial Information

      Long-term  debt includes  $175,000 of senior notes which are guaranteed by
each of the U.S.  subsidiaries of the Company.  The guarantor  subsidiaries  are
wholly-owned   subsidiaries   of  the  Company  and  the  guarantees  are  full,
unconditional and joint and several. There are no restrictions on the ability of
the guarantor  subsidiaries to make  distributions to the Company,  except those
generally   applicable  under  relevant  corporation  laws.  Separate  financial
statements  of  each  guarantor  subsidiary  have  not  been  presented  because
management has determined that they are not material to investors. The following
pages include summarized  consolidating  financial  information for the Company,
segregating   the  parent,   the   guarantor   subsidiaries   and   nonguarantor
subsidiaries.

             Notes to consolidated condensed financial statements



<PAGE>
                                WORLDTEX, INC.
          Note 4 - Supplemental Consolidating Financial Information
                            (Dollars in thousands)

Consolidating Statements of
Operations Three Months Ended
September 30, 1999
<TABLE>
<CAPTION>
                                                 Guarantor     Non-Guarantor
                                                  Domestic        Foreign
                               Worldtex, Inc.   Subsidiaries   Subsidiaries    Eliminations   Consolidated
                               --------------   ------------   ------------    ------------   ------------
<S>                              <C>              <C>             <C>           <C>             <C>
  Net sales                      $       -         50,624          23,939        (4,842)         69,721

  Cost of goods sold                     -         45,059          19,275        (4,842)         59,492
                                 ---------      ---------       ---------     ---------       ---------

    Gross profit                         -          5,565           4,664             -          10,229

  Selling and administrative           762          3,401           2,216             -           6,379
   expense                       ---------      ---------       ---------     ---------       ---------

    Operating profit (loss)           (762)         2,164           2,448             -           3,850

  Interest expense                   4,767             69             171             -           5,007
  Intercompany interest
   (income) expense                 (2,349)         2,121             228             -               -
  Intercompany administrative
   charges                            (686)           435             251             -               -
  Other income (expense) - net        (753)           382             (31)            -            (402)
                                 ---------      ---------       ---------     ---------       ---------
    Income (loss) before income
     taxes                          (3,247)           (79)          1,767             -          (1,559)

  Provision (benefit) for
   income taxes                     (1,187)            55             285             -            (847)

  Undistributed earnings of          1,348              -               -        (1,348)              -
   subsidiaries                  ---------      ---------       ---------     ---------       ---------

    Net income (loss)              $  (712)          (134)          1,482        (1,348)           (712)
                                 =========      =========       =========     =========       =========
</TABLE>

Consolidating Statements of
Operations Three Months Ended
September 30, 1998
<TABLE>
<CAPTION>
                                                 Guarantor     Non-Guarantor
                                                  Domestic        Foreign
                               Worldtex, Inc.   Subsidiaries   Subsidiaries    Eliminations   Consolidated
                               --------------   ------------   ------------    ------------   ------------
<S>                               <C>             <C>             <C>           <C>             <C>
Net sales                          $     -         36,553          28,231        (4,983)         59,801

Cost of goods sold                       -         32,587          23,157        (4,983)         50,761
                                 ---------      ---------       ---------     ---------       ---------

  Gross profit                           -          3,966           5,074             -           9,040

Selling and administrative             671          2,831           2,174             -           5,676
 expense                         ---------      ---------       ---------     ---------       ---------

  Operating profit (loss)             (671)         1,135           2,900             -           3,364
                                     4,433            146             245             -           4,824
Interest expense
Intercompany interest (income)
 expense                            (2,351)         2,052             299             -               -
Intercompany administrative
 charges                              (716)           465             251             -               -
Other income (expense) - net            70             16            (176)            -             (90)
                                 ---------      ---------       ---------     ---------       ---------

  Income (loss) before income
   taxes                            (1,967)        (1,512)          1,929             -          (1,550)

Provision (benefit) for
 income taxes                         (545)          (651)            707             -            (489)

Undistributed earnings of              361              -               -          (361)              -
 subsidiaries                     ---------      ---------       ---------     ---------       ---------

  Net income (loss)                $(1,061)          (861)          1,222          (361)         (1,061)
                                 =========      =========       =========     =========       =========

</TABLE>
             Notes to consolidated condensed financial statements

<PAGE>

                                WORLDTEX, INC.
          Note 4 - Supplemental Consolidating Financial Information
                            (Dollars in thousands)

Consolidating Statements of
Operations Nine Months Ended
September 30, 1999
<TABLE>
<CAPTION>
                                                 Guarantor     Non-Guarantor
                                                  Domestic        Foreign
                               Worldtex, Inc.   Subsidiaries   Subsidiaries    Eliminations   Consolidated
                               --------------   ------------   ------------    ------------   ------------
<S>                               <C>             <C>             <C>           <C>             <C>

Net sales                          $     -        156,800          83,469       (18,924)        221,345

Cost of goods sold                       -        135,594          67,401       (18,924)        184,071
                                 ---------      ---------       ---------     ---------       ---------

  Gross profit                           -         21,206          16,068             -          37,274

Selling and administrative           2,531         10,525           6,925             -          19,981
 expense                         ---------      ---------       ---------     ---------       ---------

  Operating profit (loss)           (2,531)        10,681           9,143             -          17,293

Interest expense                    13,819            305             841             -          14,965
Intercompany interest
 (income) expense                   (7,701)         7,032             669             -               -
Intercompany administrative
 charges                            (1,994)         1,242             752             -               -
Other income (expense) - net          (458)           421            (350)            -            (387)
                                 ---------      ---------       ---------     ---------       ---------

  Income (loss) before income
   taxes                            (7,113)         2,523           6,531             -           1,941

Provision (benefit) for
 income taxes                       (2,702)         1,292           1,988             -             578

Undistributed earnings of            5,774              -               -        (5,774)              -
 subsidiaries                    ---------      ---------       ---------     ---------       ---------

  Net income                       $ 1,363          1,231           4,543        (5,774)          1,363
                                 =========      =========       =========     =========       =========
</TABLE>

Consolidating Statements of
Operations Nine Months Ended
September 30, 1998
<TABLE>
<CAPTION>
                                                 Guarantor     Non-Guarantor
                                                  Domestic        Foreign
                               Worldtex, Inc.   Subsidiaries   Subsidiaries    Eliminations   Consolidated
                               --------------   ------------   ------------    ------------   ------------
<S>                              <C>              <C>              <C>          <C>             <C>
Net sales                          $     -        113,057          94,515       (12,488)        195,084

Cost of goods sold                       -         95,757          75,905       (12,488)        159,174
                                 ---------      ---------       ---------     ---------       ---------

  Gross profit                           -         17,300          18,610             -          35,910

Selling and administrative           2,429          9,057           7,272             -          18,758
 expense                         ---------      ---------       ---------     ---------       ---------

  Operating profit (loss)           (2,429)         8,243          11,338             -          17,152

Interest expense                    13,026            438             791             -          14,255
Intercompany interest
 (income) expense                   (6,969)         5,966           1,003             -               -
Intercompany administrative
 charges                            (2,171)         1,419             752             -               -
Other income (expense) - net           438             45            (228)            -             255
                                 ---------      ---------       ---------     ---------       ---------

  Income (loss) before income
   taxes                            (5,877)           465           8,564             -           3,152

Provision (benefit) for
 income taxes                       (1,746)            (6)          3,066             -           1,314

Undistributed earnings of            5,969              -               -        (5,969)              -
 subsidiaries                    ---------      ---------       ---------     ---------       ---------

  Net income                       $ 1,838            471           5,498        (5,969)          1,838
                                 =========      =========       =========     =========       =========
</TABLE>

             Notes to consolidated condensed financial statements


<PAGE>


                                WORLDTEX, INC.
          Note 4 - Supplemental Consolidating Financial Information
                            (Dollars in thousands)


Consolidating Balance Sheet
September 30,1999
<TABLE>
<CAPTION>
                                                 Guarantor     Non-Guarantor
                                                  Domestic        Foreign
                               Worldtex, Inc.   Subsidiaries   Subsidiaries    Eliminations   Consolidated
                               --------------   ------------   ------------    ------------   ------------
<S>                              <C>               <C>             <C>           <C>             <C>
Assets
Current assets
  Cash and cash equivalents        $     -             93           9,595             -           9,688
  Accounts and notes
    receivable, net                    207         28,377          21,147             -          49,731
  Inventories                            -         38,249          20,918             -          59,167
  Prepaid expenses and other         2,836            164             590             -           3,590
     current assets              ---------      ---------       ---------     ---------       ---------
    Total current assets             3,043         66,883          52,250             -         122,176

Property, plant and equipment,
 net                                 3,909         59,923          49,334             -         113,166

Other assets                         7,364            310             770             -           8,444
  Cost in excess of net
    assets of acquired
    businesses, net                      -         65,181          15,436             -          80,617
Intercompany investments           107,367              -               -      (107,367)              -
Intercompany advances              138,679              -               -      (138,679)              -
                                 ---------      ---------       ---------     ---------       ---------
                                  $260,362        192,297         117,790      (246,046)        324,403
                                 =========      =========       =========     =========       =========

Liabilities and Stockholders'
Equity
Current liabilities
  Short-term borrowings            $     -              -           6,715             -           6,715
  Current installments of
    long-term debt                       -              -             369             -             369
  Accounts payable-trade and
    other liabilities               10,618         15,028          13,031             -          38,677
  Income taxes payable               1,138         (1,148)          1,963             -           1,953
   (refundable)                  ---------      ---------       ---------     ---------       ---------
    Total current liabilities       11,756         13,880          22,078             -          47,714

Long-term debt                     190,210          6,000           1,623             -         197,833
Other long-term liabilities              -              -           2,531             -           2,531
Deferred income taxes               (8,391)         7,837          10,092             -           9,538
Intercompany payables                    -        130,769           7,910      (138,679)             -
                                 ---------      ---------       ---------     ---------       ---------
    Total liabilities              193,575        158,486          44,234      (138,679)        257,616
                                 ---------      ---------       ---------     ---------         -------

Stockholders' equity
  Preferred stock                        -              -               -             -               -
  Common stock                         147             49          35,859       (35,908)            147
  Paid-in capital                   30,084         15,822               -       (15,822)         30,084
  Retained earnings                 57,532         17,940          56,324       (74,264)         57,532
  Accumulated other
    comprehensive loss             (18,627)             -         (18,627)       18,627         (18,627)
  Less-treasury stock, at cost      (2,349)             -               -             -          (2,349)
                                 ---------      ---------       ---------     ---------       ---------
    Total stockholders' equity      66,787         33,811          73,556      (107,367)         66,787
                                 ---------      ---------       ---------     ---------       ---------
                                  $260,362        192,297         117,790      (246,046)        324,403
                                 =========      =========       =========     =========       =========

</TABLE>

             Notes to consolidated condensed financial statements
<PAGE>


                                WORLDTEX, INC.
          Note 4 - Supplemental Consolidating Financial Information
                            (Dollars in thousands)

Consolidating Balance Sheet
December 31, 1998
<TABLE>
<CAPTION>
                                                 Guarantor     Non-Guarantor
                                                  Domestic        Foreign
                               Worldtex, Inc.   Subsidiaries   Subsidiaries    Eliminations   Consolidated
                               --------------   ------------   ------------    ------------   ------------
<S>                              <C>               <C>             <C>           <C>             <C>
Assets
Current assets
  Cash and cash equivalents        $ 2,596             14           4,105             -           6,715
  Accounts and notes
   receivable, net                       -         19,486          23,399             -          42,885
  Inventories                            -         33,815          24,700             -          58,515
  Prepaid expenses and other         2,594            183           1,205             -           3,982
   current assets                ---------      ---------       ---------     ---------       ---------

   Total current assets              5,190         53,498          53,409             -         112,097

Property, plant and equipment,
 net                                   337         58,710          54,605             -         113,652
Other assets                         9,240          2,456           1,154             -          12,850
Cost in excess of net assets of
  acquired businesses, net               -         68,048          17,473             -          85,521
Intercompany investments           105,572              -               -      (105,572)              -
Intercompany advances              155,820         14,798               -      (170,618)              -
                                 ---------      ---------       ---------     ---------       ---------
                                  $276,159        197,510         126,641      (276,190)        324,120
                                 =========      =========       =========     =========       =========

Liabilities and Stockholders' Equity
Current liabilities
  Short-term borrowings            $     -              -           7,308             -           7,308
  Current installments of
   long-term debt                        -              -             525             -             525
  Accounts payable-trade and other
   liabilities                       5,216          9,440          14,756             -          29,412
  Income taxes payable               1,091         (1,641)          2,250             -           1,700
   (refundable)                  ---------      ---------       ---------     ---------       ---------
   Total current liabilities         6,307          7,799          24,839             -          38,945

Long-term debt                     187,000          6,000           3,319             -         196,319
Other long-term liabilities              -              -           2,496             -           2,496
Deferred income taxes               (5,428)         6,870          11,436             -          12,878
Intercompany payables               14,798        144,260          11,560      (170,618)              -
                                 ---------      ---------       ---------     ---------       ---------
   Total liabilities               202,677        164,929          53,650      (170,618)        250,638
                                 ---------      ---------       ---------     ---------       ---------

Stockholders' equity
  Common stock                         147             49          31,778       (31,827)            147
  Paid-in capital                   30,084         15,822               -       (15,822)         30,084
  Retained earnings                 56,169         16,710          51,782       (68,492)         56,169
  Accumulated other
   comprehensive loss              (10,569)             -         (10,569)        10,569        (10,569)
  Less-treasury stock, at cost      (2,349)             -               -             -          (2,349)
                                 ---------      ---------       ---------     ---------       ---------
   Total stockholders' equity       73,482         32,581          72,991      (105,572)         73,482
                                 ---------      ---------       ---------     ---------       ---------
                                  $276,159        197,510         126,641      (276,190)        324,120
                                  ========      =========       =========     =========       =========

</TABLE>

             Notes to consolidated condensed financial statements
<PAGE>


                                WORLDTEX, INC.
          Note 4 - Supplemental Consolidating Financial Information
                            (Dollars in thousands)

Consolidating Statements of
Cash Flows Nine Months Ended
September 30, 1999
<TABLE>
<CAPTION>
                                                 Guarantor     Non-Guarantor
                                                  Domestic        Foreign
                               Worldtex, Inc.   Subsidiaries   Subsidiaries    Eliminations   Consolidated
                               --------------   ------------   ------------    ------------   ------------
<S>                              <C>               <C>             <C>           <C>             <C>
Cash flows from operating
 activities:
Net income                         $ 1,363          1,231           4,543        (5,774)          1,363
  Adjustments to reconcile
   net income to net cash
   provided by (used in)
   operating activities:
    Undistributed earnings of
     subsidiaries                   (5,774)             -               -         5,774               -
    Depreciation and
     amortization                       21          7,270           4,320             -          11,611
    Provision for losses on
     accounts receivable                 -            166             314             -             480
    Deferred income taxes           (2,965)           968            (308)            -          (2,305)
    Change in assets and
     liabilities:
    Accounts and notes
     receivable                       (204)        (9,058)         (1,016)            -         (10,278)
    Inventories                          -        (4,434)             900             -          (3,534)
    Prepaid expenses and
     other current assets             (243)            19             495             -             271
    Accounts payable - trade
     and other liabilities           5,403          5,587             463             -          11,453
    Income taxes payable                47            493              (8)            -             532
                                 ---------      ---------       ---------     ---------       ---------
     Net cash provided by
      (used in) operating           (2,352)         2,242           9,703             -           9,593
      activities                 ---------      ---------       ---------     ---------       ---------

Cash flows from investing
 activities:
  Capital expenditures              (3,593)        (5,862)          (3,825)           -         (13,280)
  Acquisitions, net of cash
   acquired                         (4,080)             -               -         4,080               -
  Other investing activities          (371)         1,792             283             -           1,704
                                 ---------      ---------       ---------     ---------       ---------
  Net cash used in investing        (8,044)        (4,070)         (3,542)        4,080         (11,576)
   activities                    ---------      ---------       ---------     ---------       ---------

Cash flows from financing
 activities:
  Borrowings under line of
   credit arrangements                   -              -             866             -             866
  Payments under line of
   credit arrangements                   -              -               -             -               -
  Borrowings under revolving
   credit facility                  71,600              -               -             -          71,600
  Payments under revolving
   credit facility                 (68,390)             -               -             -         (68,390)
  Borrowing under long-term
   loans                                 -              -               -             -               -
  Payments under long-term
   loans                                 -              -          (1,520)            -          (1,520)
  Stock issued or
   (reacquired), net                     -              -               -             -               -
  Advances (repayments) -
   affiliated    companies           2,343          1,907          (3,583)         (667)              -
  Other financing activities         2,247              -           3,878        (3,004)          3,121
                                 ---------      ---------       ---------     ---------       ---------
   Net cash provided by
    financing activities             7,800          1,907            (359)       (3,671)          5,677
                                 ---------      ---------      ----------     ---------       ---------
Effects of exchange rate                 -              -            (312)         (409)           (721)
 changes in cash                 ---------      ---------      ----------    ----------      ----------
   Net increase (decrease) in
    cash                            (2,596)            79           5,490             -           2,973
Cash at beginning of year            2,596             14           4,105             -           6,715
                                 ---------      ---------       ---------     ---------       ---------
Cash at end of period              $     -             93           9,595             -           9,688
                                 =========      =========       =========     =========       =========
</TABLE>
             Notes to consolidated condensed financial statements
<PAGE>


                                WORLDTEX, INC.
          Note 4 - Supplemental Consolidating Financial Information
                            (Dollars in thousands)


Consolidating Statements of
Cash Flows Nine Months Ended
September 30, 1998
<TABLE>
<CAPTION>
                                                 Guarantor     Non-Guarantor
                                                  Domestic        Foreign
                               Worldtex, Inc.   Subsidiaries   Subsidiaries    Eliminations   Consolidated
                               --------------   ------------   ------------    ------------   ------------
<S>                              <C>               <C>             <C>           <C>             <C>
Cash flows from operating
 activities:
Net income                         $ 1,838            471           5,498        (5,969)          1,838
Adjustments to reconcile net
  income to net cash
  provided by (used in)
  operating activities:
   Undistributed earnings of
    subsidiaries                    (5,969)            -                -         5,969               -
   Depreciation and
    amortization                        23          4,066           3,113             -           7,202
   Provision for losses on
    accounts receivable                  -            229             170             -             399
   Deferred income taxes            (2,764)           533             126             -          (2,105)
   Change in assets and
    liabilities:
    Accounts and notes receivable     (195)          (880)            688             -            (387)
    Inventories                          -         (3,172)          1,702             -          (1,470)
    Prepaid expenses and
     other current assets             (576)           396             481             -             301
   Accounts payable - trade
    and other liabilities            3,394          1,378          (2,254)            -           2,518
   Income taxes payable                704           (234)          1,494             -           1,964
                                 ---------     ----------       ---------     ---------       ---------
    Net cash provided by
     (used in) operating            (3,545)         2,787          11,018             -          10,260
     activities                  ---------      ---------        --------     ---------       ---------

Cash flows from investing
 activities:
  Capital expenditures                (107)        (6,795)         (8,068)            -         (14,970)
  Acquisitions, net of cash
   acquired                         (2,209)             -               -         2,209               -
  Other investing activities           216           (169)            (88)          109              68
                                 ---------      ---------       ---------     ---------       ---------
   Net cash used in                 (2,100)        (6,964)         (8,156)        2,318         (14,902)
    investing activities         ---------      ---------       ---------     ---------       ---------

Cash flows from financing
  activities:
  Borrowings under line of
   credit arrangements                   -              -           7,725             -           7,725
  Payments under line of
   credit arrangements                   -              -          (1,884)            -          (1,884)
  Borrowings under revolving
   credit facility                       -              -               -             -               -
  Payments under revolving
   credit facility                       -              -               -             -               -
  Stock issued or
   (reacquired), net                  (825)             -               -             -            (825)
  Advances (repayments) -
   affiliated companies             (2,885)         3,895            (930)          (80)              -
  Other financing activities           (94)             -             526          (763)           (331)
                                 ---------      ---------       ---------    ----------      ----------
   Net cash provided by
    (used in) financing             (3,804)         3,895           5,437          (843)          4,685
    activities                   ---------      ---------       ---------     ---------       ---------
Effects of exchange rate             2,224              -             862        (1,475)          1,611
  changes in cash                ---------      ---------       ---------    ----------       ---------
   Net increase (decrease)
    in cash                         (7,225)          (282)          9,161             -           1,654
Cash at beginning of year           10,058            321           4,493             -          14,872
                                 ---------      ---------       ---------     ---------       ---------
Cash at end of period              $ 2,833             39          13,654             -          16,526
                                 =========      =========       =========     =========       =========

</TABLE>

             Notes to consolidated condensed financial statements


<PAGE>


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

RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>

                                  Three Months Ended      Nine Months Ended
                                    September 30,           September 30,
                                   1999       1998        1999         1998
                                   ----       ----        ----         ----
<S>                               <C>         <C>         <C>         <C>

Net sales                         100.0%      100.0%      100.0%      100.0%
                                  ------     -------      ------      ------

Gross margin                       14.6%       15.1%       16.9%       18.4%
                                 -------     -------     -------     -------

Selling & administrative expense    8.2%        8.5%        8.0%        8.7%
Goodwill amortization                .9%        1.0%        1.1%         .9%
                                 -------     -------     -------     -------

Operating profit                    5.5%        5.6%        7.8%        8.8%

Interest expense                    7.2%        8.1%        6.8%        7.3%

Other income (expense) - net        (.6%)       (.1%)       (.1%)        .1%
                                 -------     -------     -------     -------

Income (loss) before income
    taxes                          (2.3%)      (2.6%)        .9%        1.6%
                                 =======     =======     =======     =======
</TABLE>


COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 1999 AND SEPTEMBER 30, 1998:

For the quarter  ended  September 30, 1999,  sales  increased by $9.9 million or
16.6% compared with the same quarter in 1998. In general,  sales  increases were
attributable  to higher unit  volume,  partially  offset by lower unit  pricing.
Quarterly  revenues in 1999  benefited from the  acquisition of a  manufacturing
facility from Fruit of the Loom in December 1998. This  acquisition,  as well as
organic  growth of  approximately  22%,  led to total  sales of  narrow  elastic
fabrics  of $30.8  million  compared  with $18.1  million  in the 1998  quarter.
Covered  elastic  yarn sales were $38.9  million for the quarter  compared  with
$41.7 in the prior year,  a decline of 6.7%.  The  decline was due to  continued
demand and currency issues in Europe,  which offset year over year growth in the
Americas of approximately 4%.

Gross profit for the three months ended  September 30, 1999 was $10.2 million or
14.6% of sales compared to $9.0 million or 15.1% of sales for the same period in
1998. The decrease in margin was due to higher depreciation,  changes in product
mix, start-up costs for new narrow elastics  programs and reduced  production in
covered yarn. Selling and administrative  expenses and goodwill amortization for
the three months ended  September 30, 1999 were $6.4 million or 9.1% of sales as
compared  to $5.7  million  or 9.5%  of  sales  for the  same  period  in  1998.
Disregarding  one-time  severance  costs  of $.2  million  associated  with  the
relocation of the Company's  Canadian  conventional  covered yarn  manufacturing

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

operations,  selling and administrative  expenses and goodwill  amortization for
the  quarter  ended  September  30,  1999 was  $6.1  million  or 8.8% of  sales.
Operating  income was $3.9  million and $3.4  million for the three months ended
September 30, 1999 and 1998,  respectively.  Excluding one-time severance costs,
operating income for the quarter ended September 30, 1999 was $4.1 million.

Operating  profit  plus  depreciation  and  amortization  ("EBITDA"),  excluding
one-time severance costs, for the three months ended September 30, 1999 and 1998
was $8.0 million and $5.8 million, respectively.

Other  expense for the  quarter  increased  $.3 million due to foreign  currency
losses primarily related to certain French intercompany financings.

Interest  expense for the three months ended  September 30, 1999  increased from
the  corresponding  period  in  1998  by  $.2  million  due to  additional  debt
associated with the Fruit of the Loom acquisition in December 1998.

The Company had a tax benefit of 54.3% for the three months ended  September 30,
1999 compared to 31.5% for the same period in 1998. As a result of a decrease in
the  French   statutory  tax  rate,  the  Company  recorded  a  tax  benefit  of
approximately  $.4 million to decrease the carrying value of net deferred income
tax assets and  liabilities  for the French  operations.  Excluding  the benefit
resulting  from the reduction in the French  statutory tax rate, the tax benefit
for the three  months  ended  September  30,  1999 was 28.7%,  reflecting  a low
pre-tax  loss in  relation  to goodwill  amortization  and other  non-deductible
items.

As a result of the above,  the three months ended  September  30, 1999 and 1998,
resulted in a net loss of $.7 million and $1.1  million,  respectively.  Diluted
loss per share was $.05 for the 1999 three month  period  compared  with $.07 in
1998.

COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND SEPTEMBER 30, 1998:

For the nine months ended  September 30, 1999,  sales increased by $26.2 million
or 13.4% compared to the nine months ended September 30, 1998. In general, sales
increases were  attributable  to higher unit volume,  partially  offset by lower
unit pricing.  The Fruit of the Loom  acquisition,  as well as organic growth of
approximately 12%, led to total sales of narrow elastic fabrics of $94.2 million
for the nine months ended  September  30, 1999 compared to $60.3 million for the
same period of 1998. This comprised  42.6% of total  revenues,  which is in line
with the Company's  1999 target of 40% of total  revenue.  Covered  elastic yarn
revenues were $127.1 million for the nine months ended September 30, 1999, which
were  approximately 5.7% below revenues of $134.8 million for the same period in
1998.  The decline was due to continued  demand and  currency  issues in Europe,
which offset year over year growth in the Americas of approximately 5.7%.

Gross profit for the nine months ended  September  30, 1999 was $37.3 million or
16.9% of sales  compared to $35.9  million or 18.4% of sales for the same period

<PAGE>

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

in 1998.  The decrease in margin was due to higher  depreciation  and changes in
product mix. Selling and administrative  expenses and goodwill  amortization for
the nine months ended  September 30, 1999 were $20.0 million or 9.1% of sales as
compared  to  $18.8  million  or 9.6% of  sales  for the  same  period  in 1998.
Disregarding  one-time  severance  costs  of $.2  million  associated  with  the
relocation of the Company's  Canadian  conventional  covered yarn  manufacturing
operations,  selling and administrative  expenses and goodwill  amortization for
the nine months  ended  September  30, 1999 was $19.8  million or 8.9% of sales.
Operating  income was $17.3  million and $17.2 million for the nine months ended
September  30, 1999 and  September 30, 1998,  respectively.  Excluding  one-time
severance  costs,  operating income for the nine months ended September 30, 1999
was $17.5 million.

EBITDA,  excluding one-time severance costs, for the nine months ended September
30, 1999 and 1998 was $29.1 million and $24.4 million, respectively.

The Company had an effective  income tax rate of 29.8% for the nine months ended
September 30, 1999 compared to 41.7% for the same period in 1998. As a result of
a decrease in the French  statutory tax rate, the Company recorded a tax benefit
of  approximately  $.4 million to decrease  the  carrying  value of net deferred
income tax assets and  liabilities  for the  French  operations.  Excluding  the
benefit  resulting  from the  reduction in the French  statutory  tax rate,  the
effective  tax rate for the nine  months  ended  September  30,  1999 was 50.4%,
reflecting  low pre-tax  income in relation to goodwill  amortization  and other
non-deductible  items and a reduced  state tax  benefit  for  certain  state net
operating loss carryforwards.

As a result of the above,  net income was $1.4  million and $1.8 million for the
nine months ended September 30, 1999 and 1998, respectively.  Diluted income per
share was $.10 for the 1999 nine month period compared with $.13 in 1998.


LIQUIDITY AND CAPITAL RESOURCES

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

Cash totaled $9.7 million at September 30, 1999,  representing a net increase of
$3.0  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 1999,  $9.6  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 1999, $13.3 million was utilized for the
purchase and upgrading of equipment and facilities. The Company anticipates that
its  capital  expenditures  during  1999 will  approximate  $16 to $17  million,
primarily for the purchase of equipment. In addition, the Company anticipates $5
to $6 million of the Company's  capital  expenditures  for 1999 and 2000 will be
spent for management information systems (see "Year 2000 Compliance" below).


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

EBITDA  represents  operating  profit plus  depreciation and amortization and is
provided as  additional  information  relating  to the  Company's  debt  service
capacity. Excluding one-time severance charges associated with the relocation of
the Company's Canadian conventional covered yarn manufacturing operations of $.2
million,  EBITDA for the nine months ended September 30, 1999 and 1998 was $29.1
million and $24.4 million,  respectively.  Depreciation and amortization for the
nine  months  ended  September  30,  1999 and 1998 was  $11.6  million  and $7.2
million,  respectively.  The Company had previously  announced  that,  effective
October 1, 1998, it shortened the asset lives on certain manufacturing equipment
associated  with its covered  elastic  yarn  business.  Asset lives for existing
equipment  were  shortened  to  approximately  10 to 14 years,  on  average,  as
compared to 14 to 20 years in the past.  The new policy also  applies to all new
capital  expenditures.  Annual  depreciation  expense  for  1999  will  be in an
estimated range of $12 to $13 million, with the increased depreciation having no
effect on EBITDA.  During the first nine months,  depreciation  expense was $9.4
million,  an increase of $3.9  million or 70.9% from the same period ended 1998.
Approximately  $3.0 million of the increase  resulted  from the change in lives,
which affected  earnings per share for the nine months ended  September 30, 1999
by $.12.

Working  capital was $74.5  million at September  30, 1999 and $73.2  million at
December 31, 1998,  reflecting a increase of $1.3 million and current  ratios of
2.6 and 2.9 at September 30, 1999 and December 31, 1998, respectively.

The Company has a domestic revolving credit facility that provides for revolving
credit borrowings in an aggregate  principal amount of up to $25.0 million.  The
revolving credit facility terminates and all amounts borrowed thereunder will be
due December 1, 2002. Loans under the revolving credit facility bear interest at
rates based upon a base rate (the higher of the Bank of America, N.A. prime rate
or the Federal Funds rate),  certificates of deposit rates or Eurodollar  rates,
in each  case plus an  applicable  margin.  Loans  under  the  revolving  credit
facility are guaranteed by all U.S. subsidiaries of the Company and are required
to be secured by liens on the accounts  receivable  and inventory of the Company
and  its  U.S.  subsidiaries,  100%  of the  outstanding  capital  stock  of the
Company's U.S.  subsidiaries and 65% of the outstanding capital stock of each of
the non-U.S. subsidiaries.

At  September  30,  1999,  under the  domestic  credit  facility the Company had
indebtedness  of $15.2  million  and  $9.8  million  was  available  for  future
borrowings.  In addition,  at such date the Company's  foreign  subsidiaries had
$22.4 million of U.S. dollar equivalent credit  availability under bank lines of
credit.  Amounts  outstanding  as of September 30, 1999 were $6.7  million.  The
Company's most  restrictive  loan covenant limits  short-term  borrowings by the
Company's  foreign  subsidiaries to a total of $15.0 million.  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.

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

YEAR 2000 COMPLIANCE

Many  existing  computer  programs in use around the world use only the last two
digits to define a year rather  than four digits and do not take  account of the
change in  century  that will  occur in the year  2000.  If this  problem is not
corrected,  computer  applications  could  fail  or  create  mistakes.  Worldtex
established  a Year  2000  project  team in 1998  and  retained  an  independent
consulting  group to  provide  assistance  in  assessing  Year 2000 risks and to
provide  recommendations  for  remediation.  The  project  scope  included  both
information technology and computer based embedded technology.  The project team
has  focused  its  efforts  on  information   systems   software  and  hardware,
manufacturing equipment and facilities, and third-party relationships.

The Company  adopted a multi-step  approach in conducting  the Year 2000 project
consisting  of:  (1)  identification,   (2)  assessment  and  prioritizing,  (3)
remediation   (including   upgrading  and  replacement)  and  testing,  and  (4)
contingency planning.  The identification step was completed in April 1998. Step
two was  completed in August 1998.  The Company  initiated a worldwide  business
system  replacement  project that uses programs  primarily from one vendor. As a
result,  the Company  believes that its business  computer  systems will be Year
2000  compliant  by December  31, 1999.  The Company has  communicated  with its
significant suppliers,  customers,  and other business partners to determine the
extent the Company may be vulnerable in the event those parties fail to properly
remediate their own Year 2000 issues. Monitoring and testing of critical systems
will continue into next year.

The  estimated  cost for the Year 2000  project,  including  worldwide  business
system replacement,  during 1999 and 2000 is approximately $6 to $8 million. The
Company  estimates  that $5 to $6 million  will be  capitalized  as hardware and
software  purchases.  The remaining cost will be expensed as incurred during the
remediation  period.  The Company had  incurred  approximately  $5.1  million in
external costs as of September 30, 1999, primarily for the purchase of software,
hardware and consulting fees for systems implementation.

The Company believes,  although it cannot assure,  that its internal systems and
equipment will be Year 2000 compliant in a timely manner.  However,  the Company
cannot predict whether systems of third parties will be Year 2000 compliant in a
timely manner.  The implementation of new business systems and completion of the
Year 2000  project as  scheduled  will  reduce the  possibility  of  significant
interruptions of normal  operations.  The Company believes its most likely worst
case scenario is the disruption of the distribution  system (product delays from
suppliers  and/or  delayed  orders from  customers)  which  could  result in the
reduction or suspension of the Company's  operations.  The Company has not fully
developed a specific Year 2000 contingency plan, but has allocated  resources to
support critical operations in the event of potential disruption.


EUROPEAN MONETARY UNION - EURO

The Company conducts business in multiple  currencies,  including the currencies
of various European  countries in the European Union which are  participating in

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


the single  European  currency by adopting the Euro as their common  currency on
January 1, 1999, the date that the Euro began trading on currency exchanges. The
legal currencies of the  participating  countries will remain legal tender for a
transition  period  between  January 1, 1999 and  January  1,  2002.  During the
transition  period,  wire  transfers can be made using the Euro with payment for
goods and services in either the Euro or the legacy currency. Between January 1,
2002 and July 1, 2002, the participating countries will introduce Euro notes and
coins and eventually  withdraw all legacy currencies.  Currency rates during the
transition  period  will no longer be  computed  from one legacy to another  but
instead will first be converted  into the Euro.  The Company is  addressing  the
issues  involved  with  the  introduction  of the  Euro  and the  impact  on its
business,  both strategically and operationally.  Based on current  information,
the  Company  does not expect  the Euro  conversion  to have a material  adverse
effect on the financial position or results of operations of the Company.


FORWARD-LOOKING STATEMENTS

Certain  statements in this  Management's  Discussion  and Analysis of Financial
Condition and Results of Operations  which are other than  historical  facts are
intended  to be  "forward-looking  statements"  within  the  meaning  of federal
securities laws. Words such as "expects", "believes", "anticipates", "projects",
"estimates",  "plan", variations of such words and other similar expressions are
intended to identify  such  forward-looking  statements.  These  statements  are
subject  to  various  risks and  uncertainties,  many of which are  outside  the
control of the Company. Risks and uncertainties include, but are not limited to,
the financial  strength of the apparel industry,  the level of consumer spending
for apparel, changing consumer preferences,  the competitive pricing environment
within  the  apparel  industry,  foreign  currency  translation,  success of new
product introductions,  and other risk factors.  Therefore,  actual outcomes and
results  may differ  materially  from what is  expressed  or  forecasted  in, or
implied by, such forward-looking statements, which reflect management's judgment
only as of the date hereof.  The Company does not intend to update publicly this
information to reflect new information, future events or otherwise.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There has been no significant change in market risk during the first nine months
of 1999 from that which was reported in the Company's annual report on Form 10-K
for 1998 filed March 30, 1999.




<PAGE>

                                WORLDTEX, INC.

                         PART II - OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K

  (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, 1999, 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:  November 12, 1999                  By:  /s/ Marty R. Kittrell
                                               ------------------------
                                             Marty R. Kittrell
                                             Senior Vice President
                                             and Chief Financial Officer