QUAKER FABRIC CORP /DE/
SC 13D, 1999-12-01
BROADWOVEN FABRIC MILLS, MAN MADE FIBER & SILK
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			  UNITED STATES
		SECURITIES AND EXCHANGE COMMISSION
		      Washington, D.C. 20549

			   SCHEDULE 13D

	    Under the Securities Exchange Act of 1934
		       (Amendment No.    *)

                      QUAKER FABRIC CORPORATION
			 (Name of Issuer)

                           Common Stock
		  (Title of Class of Securities)

                              747399103
			    (CUSIP Number)

             Peter E. Salas, General Partner
		 of Dolphin Offshore Partners, L.P.
		 c/o Dolphin Asset Management
		 129 East 17th Street
		 New York, NY  10003
		 (212) 982-5071
(Name, Address and Telephone Number of Person Authorized to Receive
		    Notices and Communication)

			 December  1, 1999
     (Date of Event which Requires Filing of this Statement)

     If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.

*    The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

     The information required on this cover page shall not be deemed to be
"filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).


1.   NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON: Peter E. Salas, as General Partner of Dolphin Offshore Partners, L.P.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  ___

3.   SEC USE ONLY

4.   SOURCE OF FUNDS:  WC

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
     2(d) or 2(e)

6.   CITIZENSHIP OR PLACE OF ORGANIZATION:  USA

7.   SOLE VOTING POWER:  971,500

8.   SHARED VOTING POWER:  0

9.   SOLE DISPOSITIVE POWER:  971,500

10.  SHARED DISPOSITIVE POWER:  0

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:  971,500

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:  / /

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):   6.2%

14.  TYPE OF REPORTING PERSON:  IN


		      SECURITIES AND EXCHANGE COMMISSION
			    Washington, D.C. 20549

				 SCHEDULE 13D

		   Under the Securities Exchange Act of 1934

                            QUAKER FABRIC CORPORATION
			       (Name of Company)

Item 1.   Security and Issuer.

    The title of the class of equity security to which this statement relates
is the Common Stock of Quaker Fabric Corporation, whose principal executive
offices are located at 941 Grinnell Street, Fall River, MA  02721.

Item 2.   Identity and Background

   This statement is filed by Peter E. Salas, a United States citizen with a
business address at Dolphin Asset Management, 129 East 17th Street, NY, NY
10003, as General Partner of Dolphin Offshore Partners, L.P. His present
principal occupation is General Partner of the Partnership. During the last
five years, Mr. Salas has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) nor been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction subjecting him to a judgement, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
Federal or State securities laws or finding any violation with respect to
such laws.

Item 3.   Source and Amount of Funds or Other Consideration

   971,500 shares of common stock were purchased in a series of transactions
with the working capital of Dolphin Offshore Partners, L.P.

Item 4.   Purpose of the Transaction

     The shares were acquired for investment purposes only.

Item 5. Interest in Securities of the Issuer

     (a)  Mr. Salas controls 971,500 shares of common
stock of the Company.  Such 971,500 shares constitute approximately
6.2% of the shares of the Company's Common Stock outstanding as of
December 1, 1999.

Item 6.   Contracts, Arrangements, Understandings or
	  Relationships with Respect to Securities of the Issuer

    Mr. Salas has the exclusive right to vote the shares of Common
Stock at any regular or special meetings of the shareholders of the Company
and/or any actions in lieu of meetings or shareholder proceedings.

Item 7.   Material to be Filed as Exhibits

Signatures

   After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is
true, complete and correct.

Dated: December 1, 1999
			      /s/ Peter E. Salas
			      --------------------
			      Peter E. Salas as General Partner
			      of Dolphin Offshore Partners, L.P.




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