------------------------------------------------------------
                          PLUMA, INC.
                          QUARTERLY REPORT ON FORM 10-Q UNDER THE SECURITIES
                          EXCHANGE ACT OF 1934 FOR THE FISCAL QUARTER ENDED
                          MARCH 31, 1999

                                                                             -1-
<PAGE>




                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

For the quarterly period ended March 31, 1999

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

For the transition period from ________ to ________.


                        Commission File Number 333-18755


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



                 North Carolina                               56-1541893 
-----------------------------------------------          --------------------
(State or other jurisdiction of incorporation               (I.R.S. Employer
               or organization)                         (Identification Number)

801 Fieldcrest Road, Eden, North Carolina                          27288
-------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)

                  Registrant's telephone number (336) 635-4000

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 8,109,152 shares of common
stock, no par value, as of May 20, 1999.


                                                                               2
<PAGE>




PLUMA, INC.


INDEX TO FORM 10-Q
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                                                                                                 PAGE
<S>                                                                                                             <C>    
PART I - FINANCIAL INFORMATION

     Item 1. - Financial Statements
         Balance Sheets - March 31, 1999 and December 31, 1998                                                     4
         Statements of Operations - Three Months and Six Months Ended March 31, 1999 and 1998                      5
         Statements of Cash Flows - Six Months Ended March 31, 1999 and 1998                                       6
         Notes to Financial Statements                                                                             7

     Item 2. - Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                                                                    14

PART II - OTHER INFORMATION

     Item 6. - Exhibits and Reports on Form 8-K

</TABLE>


                                                                               3

<PAGE>
                         PART I - FINANCIAL INFORMATION
                          ITEM 1 - FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

PLUMA, INC.
BALANCE SHEETS
--------------------------------------------------------------------------------------
<S>                                                      <C>             <C>          
                                                         (UNAUDITED)                     
                                                          MARCH 31,      DECEMBER 31,   
ASSETS                                                      1999            1998       
                                                                                           
CURRENT ASSETS:                                                                            
     Cash                                                  $ 2,090,324     $ 1,612,087 
     Accounts receivable (less allowance -                                                 
       1999, $3,719,587; 1998, $6,845,714)                  14,097,290      24,844,607                                    
     Income taxes receivable                                   330,320       3,039,390 
     Inventories, Net                                       51,726,058      56,690,891 
     Other current assets                                      856,064          83,043 
                                                       ---------------  ---------------- 
         Total current assets                               69,100,056      86,270,018 
                                                       ---------------  ---------------- 
PROPERTY, PLANT AND EQUIPMENT                                                              
     Land                                                    1,065,689       1,065,689 
     Land improvements                                         832,007         810,419 
     Buildings and improvements                             17,796,121      18,916,761     
     Machinery and equipment                                48,576,359      48,585,396 
     Construction in process                                    61,518         486,121 
                                                       ---------------  ---------------- 
         Total property, plant and equipment                68,331,694      69,864,386 
     Less accumulated depreciation                          27,528,431      26,046,667 
                                                       ---------------  ---------------- 
         Property, plant and equipment net                  40,803,263      43,817,719 
                                                       ---------------  ---------------- 
OTHER ASSETS                                                                               
     Goodwill (less accumulated amortization-                                              
        1999, $1,759,212; 1998, $1,412,700                  25,961,696      26,308,208  
     Other                                                     701,218       2,147,465  
                                                       ---------------  ---------------- 
         Total other assets                                 26,662,914      28,455,673  
                                                       ---------------  ---------------- 
TOTAL                                                    $ 136,566,233    $158,543,410 
                                                         ===============  ================ 
                                                         
                                                         (UNAUDITED)                        
                                                          MARCH 31,       DECEMBER 31,      
 LIABIILITIES AND SHAREHOLDERS' EQUITY                       1999             1998          
<S>                                                        <C>           <C>               
 CURRENT LIABILITIES:                                                                       
      Current maturities of long-term debt                 $97,773,251    $108,723,716     
      Accounts Payable                                      16,532,755      17,838,270 
      Accrued expenses                                       4,675,882       4,372,255     
                                                      ----------------  --------------     
           Total current liabilities                       118,981,888     130,934,241     
                                                      ----------------  --------------     
                                                                                            
 COMMITMENTS AND CONTINGENCIES                                                              
                                                                                      
 SHAREHOLDERS' EQUITY:                                                                      
      Preferred stock, no par value, 1,000,000                                              
         shares authorized                                                               
      Common stock, no par value, 15,000,000 shares                                         
         authorized, 8,109,152 shares issued and                                                    
         outstanding                                        36,849,127      36,849,127     
      Retained earnings (deficit)                          (19,264,782)     (9,239,958)     
                                                      -----------------  --------------     
           Total shareholders' equity                       17,584,345      27,609,169     
                                                                                            
                                                                                             
                                                           ___________     ___________                  
 TOTAL                                                    $136,566,233    $158,543,410     
                                                          ============    ============     
</TABLE>


The accompanying notes are an integral part of these statements.

                                                                               4
<PAGE>


PLUMA, INC.

STATEMENTS OF OPERATIONS
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                      (UNAUDITED)
                                                                                  THREE MONTHS ENDED
                                                                                       MARCH 31,
                                                                              1999                   1998
<S>                                                                       <C>                    <C>    
NET SALES                                                                  $37,657,959            $39,196,435
COST OF GOODS SOLD                                                          37,623,733             35,182,264
                                                                        ----------------         -------------
GROSS PROFIT                                                                    34,226              4,014,171

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                                 5,437,228              3,832,825
                                                                        ----------------         -------------
INCOME (LOSS) FROM OPERATIONS                                               (5,403,002)               181,346
                                                                        ----------------         -------------
OTHER INCOME  (EXPENSES):
     Interest expense                                                       (2,867,018)            (1,468,282)
     Amortization of goodwill                                                 (346,511)              (435,728)
     Other income (expenses), net                                           (1,408,293)               336,370
                                                                        ---------------          --------------
         Total other expenses, net                                          (4,621,822)            (1,567,640)
                                                                        ----------------         --------------
LOSS BEFORE INCOME TAXES                                                   (10,024,824)            (1,386,294)
INCOME TAXES (BENEFIT)                                                                               (504,611)
                                                                         --------------          --------------
NET LOSS                                                                  $(10,024,824)            $ (881,683)
                                                                         ==============          ==============
LOSS PER COMMON SHARE AND COMMON EQUIVALENT -
Basic and diluted                                                         $      (1.24)            $     (.11)
                                                                         ==============          ==============
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING                                8,109,152              8,109,152
                                                                         ==============          ==============
The accompanying notes are an integral part of these statements.
</TABLE>
                                                                               5
<PAGE>



PLUMA, INC.

STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                              (UNAUDITED)
                                                                                          THREE MONTHS ENDED
                                                                                                MARCH 31
                                                                                   1999                     1998
<S>                                                                         <C>                        <C>
CASH FLOWS FROM OPERATING ACTIVITES:
     Net loss                                                                 $ (10,024,824)              $ (881,683)
     Adjustments to reconcile net income to net cash used in
       operating activities:
     Provision for depreciation                                                   1,608,682                1,054,290
     Provision for amortization                                                     371,513                  460,729
     Provision for loss on property, plant & equipment to be disposed of            623,393
     (Gain) loss on disposal of property, plant & equipment                         851,180                 (42,498)
     (Increase) decrease in accounts receivable                                  10,747,317              (2,470,817)
     Increase in deferred income taxes                                                                       610,038
     (Increase) decrease in inventories                                           4,964,833             (10,613,937)
     (Increase) decrease in other current assets                                     94,263                (471,511)
     Increase (decrease) in accounts payable                                    (1,305,515)               11,105,335
     (Increase) decrease in income taxes receivable                               2,709,070              (1,153,320)
     Increase in other current liabilities                                          303,627                  982,592
                                                                           ----------------            -------------
         Net cash provided by (used in) operating activities                     10,943,539              (1,420,782)
                                                                           ----------------            -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of property, plant and equipment                                   (113,094)              (3,355,479)
     Proceeds from disposal of property, plant and equipment                         44,295                   50,500
     Other, net                                                                     553,963                (139,726)
                                                                           ----------------             ------------
         Net cash provided by (used in) investing activities                        485,164              (3,444,705)
                                                                           ----------------             ------------
CASH FLOWS FROM FINANCING ACTIVIES:
     Repayment of long-term debt                                                                           (849,640)
     Proceeds from issuance of long-term debt                                                              4,810,894
     Net repayments of revolving loan                                          (10,950,466)                 
                                                                           -----------------            ------------
         Net cash provided by (used in) financing activities                   (10,950,466)                3,961,254
                                                                           -----------------            ------------
NET INCREASE (DECREASE) IN CASH                                                     478,237                (904,233)
CASH, BEGINNING OF PERIOD                                                         1,612,087                1,875,992
                                                                           ----------------             ------------
CASH, END OF PERIOD                                                             $ 2,090,324                $ 971,759
                                                                           ================             ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
     Cash paid during the period for:
         Interest (net of amounts capitalized)                                  $ 2,778,648               $1,592,187
     Income taxes                                                               $     8,309               $   38,671

</TABLE>

The accompanying notes are an integral part of these statements.

                                                                               6

<PAGE>




PLUMA, INC.


NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999 (UNAUDITED)
--------------------------------------------------------------------------------



1.       ACCOUNTING POLICIES

         The accompanying unaudited financial statements of Pluma, Inc. (the
         "Company") have been prepared in accordance with generally accepted
         accounting principles for interim periods.

         In the opinion of management, these financial statements include all
         adjustments, including all normal recurring accruals, necessary for a
         fair presentation of the financial position at March 31, 1999 and
         December 31, 1998, the results of operations for the three months ended
         March 31, 1999 and 1998 and cash flows for the three months ended March
         31, 1999 and 1998.

         The operating results for the three months ended March 31, 1999 are not
         necessarily indicative of the results to be expected for the full year
         ending December 31, 1999.

2.       INVENTORIES

         Inventories consist of the following:

                                               (UNAUDITED)
                                                MARCH 31,          DECEMBER 31,
                                                  1999                1998

         At FIFO cost:
              Raw materials                     $  728,818          $  986,561
              Work-in-process                    5,882,677           6,652,569
              Finished Goods                    55,273,849          64,207,881
              Production supplies                  725,465             870,382
                                                ----------          ----------
                                                62,610,809          72,717,393
         Excess of FIFO over LIFO cost          (3,839,780)         (2,804,528)
                                                ----------          ----------  
                                                58,771,029          69,912,865
         Excess of cost over market             (7,044,971)       (13,221,974)
                                                ----------          ----------  
         Total                                 $51,726,058        $ 56,690,891 
                                                ==========          ==========  
                                               

If the cost of all inventories had been determined by the FIFO method, which
approximates current cost, the cost of inventories would have been $3,839,780
and $2,804,528 greater at March 31, 1999 and December 31, 1998, respectively.

                                                                               7
<PAGE>

        Reserves have been recorded against inventory for the estimated excess
        of cost over market related primarily to inventories to be liquidated
        (see Note 11).

                                                                               8
<PAGE>


3.       LONG-TERM DEBT

         The Company is a party to a syndicated credit agreement ("the Credit
         Agreement") with a group of financial institutions which has been
         amended numerous times. Among the various provisions, limitations and
         restrictions contained in the Credit Agreement, as amended, the Company
         must meet specified funded indebtedness to capitalization ratio, fixed
         charge coverage ratio, leverage ratio, consolidated net worth, and
         earnings before the effect of interest expense, income taxes,
         depreciation and amortization ("EBITDA") requirements. The maximum
         amount that can be borrowed under the Credit Agreement was also limited
         to $63,000,000 through July 30, 1999; $55,600,000 from July 31, 1999
         through August 30, 1999; and $53,000,000 thereafter. The Credit
         Agreement may be terminated at any time upon the occurrence of an event
         of default. The Company retains the right to remedy certain events of
         default within 30 days after notice. As of March 31, 1999, the Company 
         was not in compliance with the Credit Agreement covenants and had not 
         obtained waivers relating to its non-compliance. Accordingly, all 
         amounts outstanding under the Credit Agreement have been reported in 
         the balance sheet at March 31, 1999 as current.

         Subsequent to March 31, 1999, the Credit Agreement was amended and is
         currently operating under the Tenth Amendment to Credit Agreement,
         executed on April 15, 1999. The Credit Agreement, as amended, has
         redefined the Company's Borrowing Base as the sum of (i) 85% of
         eligible receivables, as defined, (ii) 60% of eligible inventory, as
         defined, and (iii) $18,000,000 through and including April 29, 1999;
         $18,400,000 from April 30, 1999 through May 27, 1999; $18,800,000 from
         May 28, 1999 through June 29, 1999; $19,500,000 from June 30, 1999
         through July 30, 1999; $16,100,000 from July 31, 1999 through August
         30, 1999; $14,500,000 from August 31, 1999 through September 29, 1999;
         and $0 thereafter.

         Although the Company did not obtain a waiver for its covenant
         violations, the Company reached an agreement with its lenders whereby
         the lenders agreed to forbear from exercising their rights and remedies
         (the "Forbearance Agreement") under the Credit Agreement. The Company
         is to make the following payments as a result of interest rate default
         of April 13, 1999: weekly payments of $150,000 each commencing on
         Friday, April 16, 1999 and continuing on Friday of each week thereafter
         until the interest payment default is cured, provided, however, that
         the Company shall have paid all amounts necessary to cure the interest
         payment default by no later than June 11, 1999.

4.       CAPITAL STOCK

         Effective March 31, 1999, the Company reached an agreement with its
         lenders whereby the lenders agreed to forbear from exercising their
         rights and remedies under the Credit Agreement (see Note 3). Among the
         provisions of the Forbearance Agreement, the lenders may request stock
         purchase warrants to acquire 10% of the diluted common equity of the
         Company (901,017) shares as of March 31, 1999. These warrants vest and
         become exercisable as follows: 25% beginning March 31, 1999; 25%
         beginning October 1, 1999; 25% beginning April 1, 2000; and 25%
         beginning October 1, 2000. If the debt under the Credit Agreement is
         paid in full, all unvested warrants are forfeited. Furthermore, the
         Company may redeem the warrants for a price of $5.00 per share through
         December 31, 1999 and $10.00 per share thereafter. The estimated fair
         value of these warrants at the date of agreement was $0.50 per share
         using the Black-Scholes option-pricing model with the following
         assumptions: dividend yield of 0.0%, expected volatility of 243.7%,
         risk-free interest rate of 4.6% and expected lives of 2 years.
         Subsequent to March 31, 1999, the lenders have requested the Company to
         issue stock purchase warrants totaling 688,513 shares. The warrants
         have an exercise price of $0.01 per share.

5.       STOCK OPTIONS

         In May 1995, the Company adopted the 1995 Stock Option Plan in which
         515,200 shares of the Company's Common Stock may be issued. The
         exercise price of the options may not be less than the fair value of
         the Common Stock on the date of grant. The options granted become
         exercisable at such time or times as shall be determined by the
         Compensation Committee of the Board of Directors (the "Committee"). The
         Committee may at any time accelerate the exercisability of all or any
         portion of any stock option. These options expire, if not exercised,
         ten years from the date of grant. Participants in the Plan may be
         independent contractors or employees of independent contractors, full
         or part-time officers and other employees of the Company, or
         independent directors of the Company.
                                                                               9
<PAGE>




         The Company applies APB No. 25 and related interpretations in
         accounting for the 1995 Stock Option Plan. Accordingly, no compensation
         cost has been recognized since the exercise price approximates the fair
         value of the stock price at the grant dates. Had compensation cost been
         determined based on the fair value at the grant dates consistent with
         the method of SFAS No. 123, the Company's net loss per share would have
         been as follows:
<TABLE>
<CAPTION>

                                                           THREE MONTHS ENDED MARCH 31,
                                                              1999               1998
<S>                                                      <C>               <C>    
         Net Loss:
              As Reported                                 $(10,024,824)     $(881,683)
              Pro forma                                    (10,094,579)      (912,254)

         Loss per share - basic and dilutive:
              As reported                                       $(1.24)         $(.11)
              Pro forma                                         $(1.25)         $(.11)

</TABLE>



         A summary of the status of the Company's Stock Option Plan as of March
         31, 1999 and December 31, 1998 and changes during the periods ending on
         those dates is presented below:
<TABLE>
<CAPTION>

                                                              SHARES               WEIGHTED-AVERAGE
                                                                                    EXERCISE PRICE
<S>                                                          <C>                      <C>    
         Outstanding, January 1, 1998                          380,365                  13.077
         Granted                                               123,000                   2.000
         Forfeited                                            (15,309)                  13.077
                                                              --------
         Outstanding, December 31, 1998                        488,056                  10.285
         Forfeited                                            (20,608)                  13.077
                                                              --------

         Outstanding, March 31, 1999                           467,448                  10.162
                                                               =======


                                                    THREE MONTHS ENDED                    YEAR ENDED
                                                      MARCH 31, 1999                   DECEMBER 31, 1998
        Options exercisable at period end                      400,327                          364,999
                                                 ---------------------------     ----------------------------
        Weighted-average fair value of options
             granted during the period           $                0.00           $                 0.90
                                                 ---------------------------     ----------------------------
</TABLE>


                                                                              10

<PAGE>




         The following table summarizes information about fixed stock options
outstanding at March 31, 1999:
<TABLE>
<CAPTION>

                                            OPTIONS OUTSTANDING                               OPTIONS EXERCISABLE
                        ----------------------------------------------------------- ---------------------------------------
                               NUMBER             WEIGHTED-           WEIGHTED-            NUMBER             WEIGHTED-
                            OUTSTANDING            AVERAGE             AVERAGE           EXERCISABLE           AVERAGE
          EXERCISE               AT               REMAINING           EXERCISE               AT               EXERCISE
           PRICES             3/31/99         CONTRACTUAL LIFE          PRICE              3/31/99              PRICE
<S>                          <C>                  <C>                 <C>                 <C>                <C>  
             $13.077          344,448               7.0                $13.077              277,327           $13.077
               2.000          123,000              10.0                  2.000              123,000             2.000
                              -------                                                       -------
           $2.000 to
              13.077          467,448               7.8                 10.162              400,327             9.674
                              -------                                                       -------
</TABLE>


         The fair value of each option grant is estimated on the date of grant
         using the Black-Scholes option-pricing model with the following
         weighted-average assumptions used for grants in 1998 and 1996,
         respectively; dividend yield of 0.0% and 0.08%, expected volatility of
         123.0% and 40.9%, risk-free interest rates of 4.7% and 5.9%, and
         expected lives of 5 years.

6.       EARNINGS (LOSS) PER COMMON SHARE

         In February 1997, the Financial Accounting Standards Board issued SFAS
         No. 128, "Earnings per Share." SFAS No. 128 is effective for financial
         statements for periods ending after December 15, 1997 and early
         adoption is not permitted. This statement changes the method of
         computing and presenting earnings (loss) per common share. SFAS No. 128
         requires the presentation of basic earnings (loss) per common share and
         diluted earnings (loss) per common share ("EPS") on the face of the
         income statement for all entities with complex capital structures and
         requires a reconciliation of the numerator and denominator of the basic
         EPS computation to the numerator and denominator of the diluted EPS
         computation. Basic EPS is computed by dividing the net income available
         to common shareholders by the weighted average shares of outstanding
         common stock. The calculation of diluted EPS is similar to basic EPS
         except that the denominator includes dilutive potential common shares
         such as stock options and warrants and the numerator is adjusted to add
         back (a) any convertible preferred dividends and (b) the after tax
         amount of interest recognized in the period associated with any
         convertible debt.

         Options to purchase shares of common stock were outstanding during
         1998, 1997 and 1996 (see Note 5) but were not included in the
         computation of diluted EPS because the options' exercise prices were
         greater than the average market prices of the common shares during
         those years. Accordingly, there were no differences in the numerators
         and denominators used in the basic EPS and diluted EPS computations.


7.       COMMITMENTS AND CONTINGENCIES

         The Company has employment agreements with three of its senior
         executive officers. The terms of two of these agreements expire in
         December 2000 and the third expires December 2002. Upon termination of
         one of the employment agreements after a change of control in the
         Company, as defined, the Company would be liable for a maximum of three
         times the eligible employee's (i) average annual salary, as defined,
         plus (ii) any bonuses, as defined. For the other two agreements, upon
         termination of an employment agreement after a change of control in the
         Company, as defined, the Company would be liable for (i) a maximum of
         the employee's annual salary, as defined, plus (ii) any bonuses, as
         defined. In addition, under the employment agreements, the senior
         executive officers are entitled to a minimum annual bonus payment to be
         paid at such time as bonuses to other executive officers.

                                                                              11

<PAGE>


         WATER TAKE-OR-PAY - At March 31, 1999, the Company had an outstanding
         take-or-pay agreement for the purchase of treated water and wastewater
         treatment for its Eden, North Carolina facilities. The committed amount
         is for 450 million gallons per year through June 30, 2011. Under this
         contract, the Company is committed at March 31, 1999 to purchase
         treated water and wastewater treatment, assuming current price levels,
         as follows:

         Fixed and Determinable Portion of Take-or-Pay Obligations:

         YEAR                               COMMITTED AMOUNT

         1999                                       $763,594
         2000                                      1,002,375
         2001                                        988,875
         2002                                        975,375
         2003                                        959,625
         Thereafter                                6,887,250
                                               -------------
         Total                                   $11,577,094
                                               =============

         The Company maintains a Sales Incentive Plan payable to the sales staff
         if specified sales volume is reached.

         Arising out of the conduct of its business, on occasion, various
         claims, suits and complaints have been filed or are pending against the
         Company. In the opinion of management, all matters are adequately
         covered by insurance or, if not covered, are without merit or are of
         such kind, or involve such amounts, as would not have a material effect
         on the financial position or results of operations taken as a whole if
         disposed of unfavorably.

8.       RELATED PARTY TRANSACTIONS

         On March 31, 1999, the Company amended an operating lease agreement for
         a building being leased from certain shareholders. Per the amendment,
         the Company agreed to vacate the entire premises with the exception of
         1,116 sq. ft. The amended lease is in affect through December 31, 1999.
         Rents will total $5,022. Upon vacating the premises, the Company
         abandoned leasehold improvements with a total remaining book value of 
         $688,276.

9.      SALES TO MAJOR CUSTOMERS AND CONCENTRATIONS OF CREDIT RISK

         A substantial amount of sales and receivables are to relatively few
         customers. Credit limits, ongoing credit evaluations and account
         monitoring procedures are utilized to minimize the risk of loss.
         Collateral is generally not required.

         One customer accounted for significant percentages of the
         Company's net sales as follows:
<TABLE>
<CAPTION>

                                                                       THREE MONTHS ENDED
                                                                  MARCH 31, 1999    MARCH 31, 1998
<S>                                                                    <C>               <C>    
         Customer A                                                      28.3%              33.1%

      Gross sales by type of product were as follows (in millions):


         Fleece                                                         $8.8              $17.2
         Jersey                                                         21.7               18.5
         Closeouts/Irregulars                                            3.8                 .5
         Other                                                           4.4                3.4
</TABLE>
                                                                              12

<PAGE>


      The geographic location of property, plant and equipment, net, was as
follows (in millions):

                                         MARCH 31, 1999        DECEMBER 31, 1998

         U.S.                                 $39.9                 $42.8
         Mexico                                  .9                   1.0


10.      FINANCIAL INSTRUMENTS

         The Company has entered into an interest rate swap agreement to reduce
         the impact of changes in interest rates on some of its variable rate
         debt. The swap agreement is a contract to exchange variable rate for
         fixed rate interest payments over the life of the agreement without the
         exchange of the underlying notional amounts. The notional amount of the
         interest rate swap agreement is used to measure interest to be paid or
         received and does not represent the amount of exposure to credit loss.
         The differential paid or received on the interest rate swap agreement
         is recognized as an adjustment to interest expense. This interest rate
         swap agreement is held for purposes other than trading. The Company has
         entered into an interest rate swap transaction pursuant to which it has
         exchanged its variable rate interest obligation on $45,000,000 notional
         principal amount for a fixed rate payment obligation of 5.89% per annum
         for the four year period beginning April 30, 1999. The fixing of the
         interest rate for these periods minimizes in part the Company's
         exposure to the uncertainty of variable interest rates during this
         four-year period. The carrying value of the interest rate swap at March
         31, 1999 and December 31, 1998 is $0 and the fair value is ($508,205)
         and ($841,465), respectively. The fair value of the interest rate swap
         is based on an average quoted market price. The interest rate swap
         contract is with one of the members of the financial members of the
         Credit Agreement (see Note 3).


11.      GOING CONCERN MATTERS

         The accompanying financial statements have been prepared on a going
         concern basis, which contemplates the realization of assets and the
         satisfaction of liabilities in the normal course of business. As shown
         in the financial statements, the Company incurred a net loss of
         $10,024,824 for the three months ended March 31, 1999 and has
         classified all of its debt as current (see Note 3). The Company also
         has negative working capital of $49,881,832 and $44,664,223 at March
         31, 1999 and December 31, 1998, respectively. These factors among
         others may indicate that the Company will be unable to continue as a
         going concern for a reasonable period of time.

         The financial statements do not include any adjustments relating to the
         recoverability and classification of liabilities that might be
         necessary should the Company be unable to continue as a going concern.
         As described in Note 3, the Company was not in compliance with debt
         covenants and was unable to get a waiver for its violations from the
         banks. The Company has been experiencing difficulty in obtaining
         additional financing in excess of its current obligations. The
         Company's ability to continue as a going concern is dependent upon its
         ability to generate sufficient cash flow to meet its obligations on a
         timely basis and its ability to continue or obtain other long-term
         financing.

         In response to the Company's poor performance and its liquidity
         problems experienced during 1998, the Company took on a project to
         develop a business plan to discuss, analyze and plan future turnaround
         measures to bring the Company back into profitability and to provide
         the Company with the ability to service its debt.

         In order to reduce overhead and other costs, the Company has eliminated
         one management position, reduced management salaries, and has suspended
         management bonuses for an indefinite period. Additional personnel and
         overhead cost reduction measures have been and are planned to be taken
         related to the closing of certain facilities. In December 1998,
         management announced its intention to close the Rocky Mount production
         facility and has listed the Rocky Mount facility for auction. In
         addition, the Company has downsized its corporate and administrative
         positions and has discontinued the Eden sewing operations. As of March
         31, 1999, all outlet stores had been closed. The Company has also
         decided to sell its sales office in Martinsville, Virginia. On April
         26, 1999, management announced its intention to close the Chatham and
         Altavista production facilities. Due to these planned dispositions,
         property, plant and equipment have been reduced by approximately
         $2,846,000 to reflect their estimated net realizable value.



                                                                              13

<PAGE>


         Because of the closing of the sewing facilities noted above and due to
         the down-sizing at other sewing facilities, the Company has shifted a
         significant portion of its sewing operations to outside contractors,
         primarily in Mexico. The Company has experienced lower overhead costs
         associated with the use of outside sewing contractors. In March 1999,
         the Company also announced the closing of the Frank L. Robinson, Inc.
         distributorship. As a result of this closing, the Company will move
         certain FLR inventories to Stardust to be sold as part of the Stardust
         operations. Approximately $2,000,000 of other FLR inventories will be
         liquidated to generate cash. These inventories to be liquidated are
         reported at their estimated net realizable value in the balance sheet
         at March 31, 1999 and December 31, 1998.

         The Company is in the process of eliminating certain less profitable
         product styles. The Company believes that this will reduce its product
         mix to a more manageable level. Due to this reduction, closeout
         inventories of approximately $7,900,000 have been identified for
         liquidation. These inventories are also reported in the balance sheet
         at their estimated net realizable value at March 31, 1999 and December
         31, 1998.

         While there is no assurance that the measures discussed above will be
         sufficient to return the Company to profitability or enable it to
         generate sufficient cash to service the existing debt, the Company
         is continuing a forbearance agreement with the banks (see Note 3) and
         is seeking additional outside financing to support its turnaround
         efforts.

         On May 14, 1999, the Company filed for court protection under Chapter
         11 of the U.S. Bankruptcy Code. This proceeding will allow the Company
         to reorganize its debts and continue to operate while being protected
         from creditors.


                                                                              14
<PAGE>


                  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         GENERAL

         The following discussion and analysis should be read in conjunction
         with the financial statements and related notes of the Quarterly Report
         on Form 10-Q and should be read in conjunction with the Company's 1998
         Annual Report.

         Although the Company filed for protection under Chapter 11 of the U.S.
         Bankruptcy Code on May 14, 1999, the accompanying financial statements
         have been prepared on a going concern basis, which contemplates the
         realization of assets and the satisfaction of liabilities in the normal
         course of business. As shown in the financial statements, the Company
         incurred a net loss of $10,024,824 for the three months ended March 31,
         1999 and has classified all of its debt as current as of March 31,
         1999. The Company also had negative working capital of $49,881,832 and
         $44,664,223 at March 31, 1999 and December 31, 1998, respectively.
         These factors among others may indicate that the Company will be unable
         to continue as a going concern for a reasonable period of time.

         The financial statements do not include any adjustments relating to the
         recoverability and classification of liabilities that might be
         necessary should the Company be unable to continue as a going concern.
         At March 31, 1999, the Company was not in compliance with certain debt
         covenants and was unable to get a waiver for its violations from its
         lenders. The Company has been experiencing difficulty in obtaining
         additional financing in excess of its current obligations. The
         Company's ability to continue as a going concern is dependent upon its
         ability to generate sufficient cash flow to meet its obligations on a
         timely basis and its ability to continue or obtain other long-term
         financing.

         In response to the Company's poor performance and its liquidity
         problems experienced in 1998, during the first quarter of 1999, the
         Company began to develop a business plan (the Business Plan) to develop
         future turnaround measures designed to return the Company to
         profitability and provide the Company with the ability to service its
         debt.

         In order to reduce overhead and other costs, the Company has eliminated
         one management position, reduced management salaries, and has suspended
         management bonuses for an indefinite period. Additional personnel and
         overhead cost reduction measures have been and are planned to be taken
         related to the closing of certain facilities. In December 1998,
         management announced its intention to close the Rocky Mount production
         facility and has listed the Rocky Mount facility for auction. In
         addition, the Company has downsized its corporate and administrative
         staff and has discontinued the Eden sewing operations. As of March
         31, 1999, all outlet stores had been closed. The Company has also
         decided to sell its sales office in Martinsville, Virginia. On April
         26, 1999, management announced its intention to close the Chatham and
         Altavista production facilities. Due to these planned dispositions,
         property, plant and equipment have been reduced by approximately
         $2,846,000 to reflect their estimated net realizable value.

         Because of the closing of the sewing facilities noted above and due to
         the down-sizing at other sewing facilities, the Company has shifted a
         significant portion of its sewing operations to outside contractors,
         primarily in Mexico. The Company has experienced lower overhead costs
         associated with the use of outside sewing contractors. In March 1999,
         the Company also announced the closing of the Frank L. Robinson, Inc.
         distributorship (FLR). As a result of this closing, the Company will
         move certain FLR inventories to Stardust to be sold as part of the
         Stardust operations. Approximately $2,000,000 of other FLR inventories
         will be liquidated to generate cash. These inventories to be liquidated
         are reported at their estimated net realizable value in the balance
         sheet at March 31, 1999 and December 31, 1998.

         The Company is in the process of eliminating certain less profitable
         product styles. The Company believes that this will reduce its product
         mix to a more manageable level. Due to this reduction, closeout
         inventories of approximately $7,900,000 have been identified for
         liquidation. These inventories are also reported in the balance sheet
         at their estimated net realizable value at March 31, 1999 and December
         31, 1998.

         While there is no assurance that the measures discussed above will be
         sufficient to return the Company to profitability or enable it to
         generate sufficient cash to service its existing debt or meet its
         operating expenses, the Company is continuing its negotiations with its
         lenders within the context of its Chapter 11 reorganization proceeding
         and is evaluating reorganization and recapitalization alternatives
         available to it under Chapter 11.

                                                                              15
<PAGE>


         RESULTS OF OPERATIONS

         The following table presents the major components of the Company's
         statements of operations as a percentage of net sales:

<TABLE>
<CAPTION>
                                                                                            (UNAUDITED)
                                                                                           THREE MONTHS
                                                                                          ENDED MARCH 31,
                                                                                   ----------------------------
                                                                                      1999              1998
        <S>                                                                        <C>                <C>

         Net Sales                                                                   100.0%            100.0%
         Cost of goods sold                                                           99.9              89.8
                                                                                    ------            ------
         Gross profit                                                                  0.1              10.2

         Selling, general and administrative expenses                                 14.4               9.7
                                                                                    ------            ------
         Income (loss) from operations                                               (14.3)               .5
         Other expenses, net                                                          12.3               4.0
                                                                                    ------            ------
         Income (loss) before income taxes                                           (26.6)             (3.5)
         Income taxes (benefit)                                                                         (1.3)
                                                                                    ------            ------

         Net loss                                                                    (26.6)%            (2.2)%
                                                                                    ======            ======
</TABLE>

         THREE MONTHS ENDED MARCH 31, 1999 ("1999"), COMPARED TO THREE MONTHS
         ENDED MARCH 31, 1998 ("1998")

         NET SALES - Net sales for the three months ended March 31, 1999 were
         $37.7 million, a decrease of $1.5 million, or 3.9% over net sales of
         $39.2 million for the first three months of 1998. The dollar value of
         sales is down due to a high volume of closeout sales at reduced selling
         prices, lower average selling prices resulting from competitive markets
         and lost or delayed sales as a result of disruptions in production due
         to the startup associated with contractor production.

         During the first quarter of 1999, because of the downward trend in
         product prices due to an overall market decline, inflation had a
         minimal effect on the Company's net sales. The Company is exposed to
         inflationary pressures from the purchases of raw materials and labor.
         However, during the first quarter of 1999, these markets were
         relatively stable and inflation did not have a material effect on
         income from continuing operations.

         GROSS PROFIT - Gross profit was .1% of net sales for the first three
         months of 1999 compared to 10.2% for the same period of 1998. The
         decline was primarily the result of lower operating efficiencies and a
         high percentage of sales of closeout inventory previously written down
         to net realizable value. In addition, the Company sold a higher
         percentage of jersey relative to fleece product during the first three
         months of 1999 compared to the same period of 1998. Jersey product, on
         average, provides a lower gross profit percentage than fleece product.

         The Company anticipates a substantial reduction in inventories by
         year-end. As a result of this reduction, a liquidation of previous
         years LIFO increments are expected to occur. The Company also
         anticipates a liquidation to base year costs. In the event that these
         liquidations occur, the resulting impact will be to lower cost of sales
         and increase gross profit by reducing the LIFO valuation reserve.

         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES ("SG&A") - Selling,
         general and administrative expenses for the first quarter increased
         41.9% to $5.4 million in 1999 from $3.8 million in 1998 due primarily
         to an increase in consulting fees related to the Company's
         restructuring planning of $.6 million and to increased reserves for bad
         debts of $.4 million.

         OTHER EXPENSES, NET - Other expenses, net, increased 194.8% to $4.6
         million in the first quarter of 1999 from $1.6 million in 1998. This
         increase was primarily due to an increase in interest expense,
         additional reserves for disposition of assets related to plant closings
         and to losses on abandonment of leasehold improvements. Interest
         expense increased 95.3% to $2.9 million in 1999 from $1.5 million in
         1998, an increase of $1.4 million. Reserves for disposition of assets
         related to plant closings totalled $.6 million in the first quarter of
         1999, an increase of $.6 million from 1998. Losses on the abandonment
         of leasehold improvements totalled $.7 million in the first quarter of
         1999, an increase of $.7 million from 1998.


                                                                              16
<PAGE>



         INCOME TAXES - The effective tax rate was 0% in 1999 compared to 36.4%
         in 1998. The 0% effective rate in 1999 is due to the uncertain ability
         of the Company to generate future taxable income and the resulting
         uncertain realization of tax loss carryforwards and other deferred tax
         assets.

         LIQUIDITY AND CAPITAL RESOURCES

         PRINCIPAL SOURCES OF LIQUIDITY - As a result of the inability of the
         Company to increase the amounts of funds available for borrowing under
         its credit facility and as a result of its operating losses during 1999
         and 1998, the Company has experienced severe liquidity shortages. The
         inadequate liquidity subsequently resulted in the Company failing to
         pay its suppliers in a timely manner, causing delays in the delivery of
         raw materials. This caused some disruptions and delays in production
         and, at times, resulted in lost sales.

         At March 31, 1999, the Company had a working capital deficiency of
         ($49.9) million, a decrease in working capital of $5.3 million from
         December 31, 1998. This decrease in working capital is
         primarily attributable to a net decrease in receivables, refundable
         taxes and inventory of $18.4 million. These reductions in working
         capital were partially offset by reductions in accounts payable and
         debt of $12.2 million.

         CASH FLOWS FROM OPERATING ACTIVITIES - For the three months ended March
         31, 1999, net cash provided by operations totaled $10.9 million as
         compared to net cash used for the three months ended March 31, 1998 of
         $1.4 million. Accounts receivable, net, decreased $10.7 million due to
         collections and lower sales volume. Inventory decreased $4.9 million
         from efforts to liquidate excess and closeout product. Taxes receivable
         decreased $2.7 million from refunds. These increases in cash were
         offset by the net loss of $10.0 million less non-cash charges of $3.5
         million for depreciation, amortization and losses on disposal of
         property, as well as a decrease in accounts payable of $1.3 million.

         CASH FLOWS FROM INVESTING ACTIVITIES - Capital expenditures were $ .1
         million for the three months ended March 31, 1999. Other assets, net,
         increased $ .5 million.

         CASH FLOWS FROM FINANCING ACTIVITIES - For the three months ended March
         31, 1999 the Company had net repayments of debt of $10.9 million.
         Substantially all cash provided by operations was used to reduce debt.

         ORIGINAL CREDIT AGREEMENT

         In April 1998, the Company entered into a syndicated credit agreement
         (the "Credit Agreement") with a group of financial institutions (the
         "Banks") for the purpose of refinancing its then existing credit
         facility. The Credit Agreement has been amended several times. At March
         31, 1999, the Agreement existed under the "Ninth Amendment to Credit
         Agreement". Among the various provisions, limitations and restrictions
         contained in the Credit Agreement, the Company must meet specified
         consolidated net worth, leverage ratio, fixed charge coverage ratio,
         funded debt to total capitalization ratio and consolidated earnings
         before the effect of interest expense, income taxes, depreciation and
         amortization ("EBITDA")requirements. Under the Credit Agreement, the
         Company is restricted in the amount of its capital expenditures,
         indebtedness to certain other parties, payment of dividends, or
         redemption of its stock that would create an event of default. In the
         event of a default under the Credit Agreement unless a waiver or
         forbearance is obtained, any unpaid principal and accrued interest may
         be declared immediately due and payable. The Credit Agreement may be
         terminated at any time upon the occurrence of an event of default. The
         Company retains the right to remedy certain events of default within 30
         days after notice. As of March 31, 1999 and December 31, 1998, the
         Company was in default under certain of the above-referenced covenants
         and had not obtained waivers of these defaults from the Banks.

         AMENDED CREDIT AGREEMENT AND AMENDED FORBEARANCE AGREEMENT

         The Credit Agreement and Forbearance Agreement (as hereinafter defined)
         have been amended numerous times and currently exist under the Tenth
         Amendment to the Credit Agreement and Sixth Amendment to the
         Forbearance Agreement, which were executed on April 15, 1999. As
         currently amended, the Credit Agreement includes a revolving loan
         facility (the "Revolving Loans") and a term loan facility. The maximum
         amount available under the term loan is $45.0 million (the "Term
         Loan"). The total amount that can be borrowed under the Revolving Loans
         is limited to the Borrowing Base, defined as the sum of (i) 85% of
         Eligible Receivables (as defined), (ii) 60% of Eligible Inventory (as
         defined), and (iii) $18.0 million through April 29, 1999; $18.4 million
         through May 28, 1999; $18.8 million through June 29, 1999; $19.5
         million from June 30, 1999 through July 30, 1999; $16.1 million from
         July 31, 1999 through August 30,


                                                                              17
<PAGE>


         1999; $14.5 million from August 31, 1999 through September 29, 1999;
         and $0 thereafter. The maximum amount that can be borrowed under the
         Revolving Loans is limited to $63.0 million through July 30, 1999;
         $55.6 million from July 31, 1999 through August 30, 1999 and, $53.0
         million thereafter.

         Although the Company's defaults under the original Credit Agreement
         have not been waived by the Banks, pursuant to a forbearance agreement
         as amended, (the Forebearance Agreement) the Banks have agreed to
         forbear until September 30, 1999 from exercising the rights and
         remedies available to them as a result of the Company's defaults under
         the Credit Agreement. Among other provisions in the Forbearance
         Agreement, as amended until September 30, 1999, (i) the Company's
         capital expenditures are limited to $0.2 million in the aggregate in
         any calendar month and $0.6 million in the aggregate from April 1, 1999
         to September 30, 1999; (ii) the Company must have net sales of at least
         $7.2 million in any three week period; (iii) the Company must not have
         aggregate payments, less aggregate cash receipts, in excess of $1.8
         million in any one week; (iv) the Company must have aggregate receipts
         in excess of aggregate cash payments during any three-week period; (v)
         for the period April 1, 1999 through May 31, 1999, the Company's EBITDA
         must be greater than or equal to $3.0 million, and for the period from
         April 1, 1999 through July 31, 1999, the Company's EBITDA must be
         greater than or equal to $5.6 million; and (vi) the Company's trade
         payables may not exceed $16.4 million at any time. The Forbearance
         Agreement as amended, also provides that the Banks may request that the
         Company transfer to them warrants for the issuance of stock
         representing 10% of the diluted common equity of the Company and
         requires that interest in the amount of $1,177,310 which was payable on
         April 13, 1999 be paid in weekly installments of $150,000 until paid in
         full on June 11, 1999.

         A violation of the covenants contained in the Credit Agreement, as
         amended and/or the Forbearance Agreement, as amended, will constitute
         events of default thereunder. As such, unless a waiver or forbearance
         is obtained, the Banks may, at their discretion, declare the unpaid
         principal of and any accrued interest in respect of all amounts
         outstanding to them to be immediately due and payable. Furthermore,
         even if there are no defaults by the Company under its agreements with
         the Banks, the Banks' obligation to forbear from exercising their
         remedies resulting from the Company's loan defaults expires on
         September 30, 1999. The Company is seeking alternative sources of
         financing. However, there can be no assurances that new or additional
         financing will be obtained by the Company or that the Banks will waive
         or continue to forbear from exercising their rights to demand payment
         of the outstanding debt in the future. In the event that the Banks
         declare the unpaid principal balances of their loans and accrued
         interest due and payable and alternative financing can not be obtained,
         the Company may not have the ability to continue to operate.

         Notwithstanding their expiration dates of September 30, 1999, the Tenth
         Amendment to the Credit Agreement and the Sixth Amendment to the
         Forbearance Agreement were designed to provide the Company with
         operating flexibility not available to it during the last quarter of
         1998 and the first quarter of 1999. Furthermore, the Business Plan's
         goal is to complete an operational and financial restructuring of the
         Company designed to return the Company to profitability. However, there
         can be no assurances that (i) the Company will have sufficient
         liquidity to successfully implement the Business Plan or pay its debts
         in a timely manner, (ii) the Business Plan will return the Company to
         profitability, even if successfully and completely implemented and
         (iii) the Company will be able to comply with every covenant contained
         in its amended Credit Agreement and the amended Forbearance Agreement.

         The Company's independent public accountants have included a "going
         concern" emphasis paragraph in their audit report accompanying the 1998
         financial statements. The paragraph states that the Company's
         significant net loss, negative working capital and uncertain ability to
         obtain additional financing for operations raise substantial doubt
         about the Company's ability to continue as a going concern and cautions
         that the financial statements do not include adjustments that might
         result from the outcome of this uncertainty.

         YEAR 2000 COMPLIANCE

         The Company recognizes that the arrival of the Year 2000 poses a unique
         worldwide challenge to the ability of all systems to recognize the date
         change from December 31, 1999 to January 1, 2000 and, like other
         companies, has assessed its computer applications and business
         processes to provide for their continued functionality. The Company
         believes that its current management information systems will
         consistently and properly recognize the Year 2000. The Company is in
         the process of completing its implementation of its new management
         information systems to improve its production planning, scheduling and
         distribution, as well as its financial reporting capabilities. This new
         management information system will be Year 2000 compliant. Many of the
<PAGE>

         Company's other systems include new hardware and packaged software
         recently purchased from large vendors who have represented that these
         systems are Year 2000 compliant. The Company is in the process of
         obtaining assurances from vendors that timely updates will be made
         available to make all remaining purchased software Year 2000 compliant.
         The Company does not believe anticipated expenditures to assure Year
         2000 compliance will be material. In addition, the Company plans to
         communicate with others with whom it does significant business to
         determine their Year 2000 compliance readiness and the extent to which
         the Company is vulnerable to any third party Year 2000 issues. Although
         the Company expects to be Year 2000 compliant when necessary, failure
         of the Company or significant key suppliers or customers to be fully
         compliant could potentially have a material adverse impact on the
         results of the Company's operations. However, due to the many factors
         involved, including factors impacting third parties, which the Company
         cannot readily ascertain, the Company is currently unable to estimate
         the potential impact. However, there can be no guarantee that a failure
         to convert by another company would not have a material adverse effect
         on the Company.

         The Company considers the likelihood of the Company not being ready for
         the Year 2000 to be remote, but is currently unable to determine the
         likelihood of its key suppliers and customers not being ready for the
         Year 2000. Contingency plans are not being developed in the event that
         critical operations become interrupted as the result of key suppliers
         or customers failing to resolve their respective Year 2000 issues in a
         timely manner.

         FORWARD LOOKING STATEMENTS

         Information in this Form 10-Q may contain certain forward-looking
         statements. These statements involve risks and uncertainties that could
         cause actual results to differ materially, including without
         limitation, the actual costs of operating the Company's business,
         actual operating performance, the ability to maintain large client
         contracts, or to enter into new contracts and the level of demand for
         the Company's products. Additional factors that could cause actual
         results to differ materially are the ability to maintain adequate
         borrowing capability to operate as discussed above and in the Company's
         previous filings with the Securities and Exchange Commission.



                                                                              18
<PAGE>


                           PART II - OTHER INFORMATION
                            ITEM 1. LEGAL PROCEEDINGS


At 8:00 a.m. on May 14, 1999, Pluma, Inc. filed a voluntary petition under
Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the
Middle District of North Carolina. The case has been assigned the following
number: 99-11104. Pursuant to the provisions of Sections 1107 and 1108 of the
Bankruptcy Code, Pluma, Inc. will operate as a debtor-in-possession during the
pending reorganization proceeding.

                          ITEM 2. CHANGES IN SECURITIES


The Company's credit agreement with its several lenders prohibits the Company
from declaring and paying a dividend on its common stock. Any such dividend
payment constitutes a default under the credit agreement.


                    ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a.   Exhibits
                                                                     FILED
         EXHIBIT NUMBER                                           HEREWITH(*)
         11.1 Computation of Earnings per Share                        *
         27.0 Financial Data Schedule

b.   Reports on Form 8-K
         None



SIGNATURES - Pursuant to the requirements of Section 13 or 15(d) 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.

PLUMA, INC.

                                  -----------------------------------------
                                  John Wigodsky
                                  President & Chief Executive Officer



                                  -----------------------------------------
                                  William Watts
                                  Vice President and Chief Financial Officer




                                                                              19