CONCORD FABRICS INC, DEF 14A, 1995-12-20

CONCORD FABRICS INC
DEF 14A, 1995-12-20
TEXTILE MILL PRODUCTS

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

CONCORD FABRICS INC.
.................................................................
(Name of Registrant as Specified In Its Charter)

.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction
applies:

.................................................................

2) Aggregate number of securities to which transaction
applies:

.................................................................

3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it was
determined):

.................................................................

4) Proposed maximum aggregate value of transaction:

.................................................................

5) Total fee paid:

.................................................................

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.

1) Amount Previously Paid:

.................................................................

2) Form, Schedule or Registration Statement No.:

.................................................................

3) Filing Party:

.................................................................

4) Date Filed:

.................................................................
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CONCORD FABRICS INC.

----------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

----------------------------------
To Our Stockholders:

You are cordially invited to attend the Annual Meeting of Stockholders (the
'Meeting') to be held on Tuesday, January 9, 1996, at 10:00 A.M., in the Gold
Room at The Bank of New York, 530 Fifth Avenue, New York, New York, for the
following purposes:

1. To elect seven directors to serve until the next Annual Meeting and
until their successors are elected.

2. To vote on the ratification of the selection by the Board of
Directors of Eisner & Lubin as independent certified public accountants of
the Company for the fiscal year ending September 1, 1996.

3. To vote on the approval of the Concord Fabrics Inc. 1995 Director
Stock Option Plan.

4. To transact such other business as may properly come before the
meeting and any adjournments thereof.

Only stockholders of record at the close of business on December 8, 1995
are entitled to receive notice of and to vote at the meeting.

Please sign, date and mail the enclosed proxy in the enclosed envelope,
which requires no postage if mailed in the United States. A list of stockholders
entitled to vote at the Meeting will be open to examination by stockholders
during ordinary business hours for a period of ten (10) days prior to the
Meeting at the offices of the Company, 1359 Broadway, New York, New York 10018.

By order of the Board of Directors

JOAN WEINSTEIN
Secretary

New York, New York
December 20, 1995
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CONCORD FABRICS INC.
1359 BROADWAY
NEW YORK, NEW YORK 10018

---------------------------------
PROXY STATEMENT
---------------------------------

GENERAL

The Annual Meeting of Stockholders of Concord Fabrics Inc., a Delaware
corporation (the 'Company'), will be held on January 9, 1996, for the purposes
set forth in the foregoing notice. The accompanying form of proxy for use at the
meeting and at any adjournments thereof is solicited by the Board of Directors
and may be revoked at any time prior to its exercise by written notice to the
Secretary of the Company. Proxies in the accompanying form, which are properly
executed by stockholders and duly returned and not revoked, will be voted in the
manner specified in the proxy; if no specification is made, the proxies will be
voted: (a) with respect to directors, in favor of the nominees indicated below
unless authority to vote with respect to any or all nominees is withheld; (b)
with respect to the ratification of the selection of Eisner & Lubin as the
Company's independent certified public accountants, in favor of ratification of
the selection; (c) with respect to the 1995 Director Stock Option Plan, in favor
of approval of the plan; and (d) with respect to such other business as may
properly come before the meeting, and any adjournments thereof, in the best
judgment of the persons acting under such proxies. This Proxy Statement and the
accompanying form of proxy are being mailed to stockholders on or about December
20, 1995.

As of the close of business on December 8, 1995, the record date for
determining the holders of Class A and Class B Common Stock of the Company (the
'Common Stock') entitled to vote at the meeting, the Company had issued and
outstanding (i) 2,105,611 shares of Class A Common Stock, each share being
entitled to one vote for all seven nominees for director of the Company and one
vote on each other matter presented to the meeting; and (ii) 1,509,451 shares of
Class B Common Stock, each share being entitled to ten votes for five of the
seven nominees for director of the Company and ten votes on each other matter
presented to the meeting.

As required under Section 231 of the Delaware General Corporation Law (the
'DGCL'), the Company will, in advance of the meeting, appoint one or more
Inspectors of Election to conduct the vote at the meeting. The Company may
designate one or more persons as alternate Inspectors of Election to replace any
Inspector of Election who fails to act. If no Inspector or alternate Inspector
is able to act at the meeting, the person presiding at the meeting will appoint
one or more Inspectors of Election. Each Inspector of Election before entering
the discharge of his duties shall take and sign an oath faithfully to execute
the duties of inspector with strict impartiality. The Inspectors of Election
will (i) ascertain the number of shares of Common Stock outstanding as of the
record date, (ii) determine the number of shares of Common Stock present in
person or represented by proxy at the meeting and the validity of the proxies
and ballots, (iii) count all votes and ballots, and (iv) certify the
determination of the number of shares of Common Stock present in person or
represented by proxy at the meeting and the count of all votes and ballots.

The holders of a majority of the shares of Common Stock issued and
outstanding and entitled to vote at the meeting, present in person or
represented by proxy, shall constitute a quorum at the meeting. Under Section
216 of the DGCL, any stockholder who abstains from voting on any particular
matter described herein will be counted for purposes of determining a quorum.
Shares of Common Stock represented by proxies which are marked 'withhold
authority' with respect to the election of one or more nominees for director and
abstentions with respect to the other proposals have the same effect as if the
shares represented thereby were voted against such nominee or nominees and
against such other matters, respectively. Shares not voted on one or more but
less than all such matters on proxies returned by brokers will be treated as not
represented at the meeting as to such matter or matters. For purposes of voting
on the matters described herein, the affirmative vote of (i) a majority of the
shares of Class A Common Stock present or represented at the meeting is required
to elect two directors, (ii) a

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majority of the shares of Class A Common Stock and Class B Common Stock present
or represented at the meeting and voting together as a group is required to
elect five directors, (iii) a majority of the shares of Class A Common Stock and
Class B Common Stock present or represented at the meeting and voting together
as a group is required to ratify the selection by the Board of Directors of
Eisner & Lubin as independent certified public accountants of the Company for
the fiscal year ending September 1, 1996 and (iv) a majority of the shares of
Class A Common Stock and Class B Common Stock present or represented at the
Meeting and voting together as a single class is required to approve the 1995
Director Stock Option Plan.

No compensation will be paid by the Company to any person in connection
with the solicitation of proxies. Brokers, banks and other nominees will be
reimbursed for out-of-pocket and other reasonable clerical expenses incurred in
obtaining instructions from beneficial owners of the Company's stock. In
addition to the solicitation by mail, solicitation of proxies may, in certain
instances, be made personally or by telephone by directors, officers and
employees of the Company. It is expected that the expense of such special
solicitation will be nominal. All expenses incurred in connection with this
solicitation will be borne by the Company.

STOCK OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT

The following table sets forth information as of December 8, 1995, with
respect to the beneficial ownership of Common Stock by (i) each person known to
the Company to be the beneficial owner of more than 5% of its outstanding shares
of Class A Common Stock or Class B Common Stock (and such person's address),
each director of the Company and each nominee for director, (ii) each of the
executive officers named in the Summary Compensation Table under 'Executive
Compensation,' and (iii) by all directors and officers of the Company as a
group.

<TABLE>
<CAPTION>
NAME AND ADDRESS OF NUMBER PERCENT
TITLE OF CLASS BENEFICIAL OWNER OF SHARES OF CLASS
- --------------- ------------------------------------------------------------------------- --------- --------

<S> <C> <C> <C>
Class A Alvin Weinstein*......................................................... 859,410(1) 40.82%
FMR Corp................................................................. 237,000(2) 11.25%
Edward C. Johnson 3d
82 Devonshire Street
Boston, MA 02109
Dimensional Fund Advisors Inc............................................ 127,400(3) 6.05%
1299 Ocean Avenue, 11th floor
Santa Monica, CA 90401
David Weinstein.......................................................... 84,463 4.01%
Earl Kramer.............................................................. 69,200(4) 3.29%
Martin Wolfson........................................................... 6,250(5) (6)
All directors and officers as a group (11 persons)(8).................... 1,019,323 48.41%
Class B Alvin Weinstein*......................................................... 902,460(7) 59.79%
David Weinstein.......................................................... 70,113 4.65%
Earl Kramer.............................................................. 200 (6)
All directors and officers as a group (11 persons)(8).................... 972,773 64.45%
</TABLE>

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* c/o Concord Fabrics Inc., 1359 Broadway, New York, New York 10018

(1) Includes 60,000 shares of Class A Common Stock owned of record and
beneficially owned by Joan Weinstein, Mr. Weinstein's wife, who is an
officer of the Company, but does not include 254,115 shares of Class A
Common Stock, or 12.07% of the class, owned of record and beneficially by
Mr. Weinstein's children, none of whom individually have an interest
exceeding 5% of the class. Mr. Weinstein disclaims beneficial ownership of
all of the shares owned by his spouse and children. Mr. Weinstein has
advised the Company that he intends to vote all of his shares in favor of
the nominees proposed herein.

(footnotes continued on next page)

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(footnotes continued from previous page)

(2) Based upon information set forth in the amended Schedule 13G report filed on
February 13, 1995 with the Securities and Exchange Commission by FMR Corp.,
as a parent holding company, and Edward C. Johnson 3d, as a controlling
person of FMR Corp. and various affiliates, Fidelity Management & Research
Company, a wholly-owned subsidiary of FMR Corp. ('FMRC'), and Fidelity
Low-Priced Stock Fund (the 'Fund'). FMRC, a registered investment company,
is the beneficial owner of 237,000 shares of Class A Common Stock as a
result of acting as investment adviser to the Fund.

(3) Based on information set forth in the amended Schedule 13G report filed on
February 21, 1995 with the Securities and Exchange Commission by Dimensional
Fund Advisors Inc., a registered investment advisor ('DFAI'). DFAI is deemed
to have sole dispositive power with respect to 127,400 shares of Class A
Common Stock of the Company and sole voting power with respect to 74,500
shares of Class A Common Stock.

(4) Includes 25,000 shares which Mr. Kramer has the right to acquire and 25,000
shares which he will have the right to acquire after January 10, 1996 upon
the exercise of options granted under the Company's Incentive Program
approved by the Stockholders of the Company on January 10, 1989 (the
'Incentive Program'). Also includes 200 shares held in trust for two of Mr.
Kramer's children.

(5) Represents shares which Mr. Wolfson will have the right to acquire after
January 10, 1996 upon the exercise of options granted under the Company's
Incentive Program.

(6) Represents less than 1% of the shares of the class outstanding.

(7) Includes 60,000 shares of Class B Common Stock owned of record and
beneficially by Joan Weinstein, but does not include 211,065 shares of Class
B Common Stock, or 13.98% of the class, owned of record and beneficially by
Mr. Weinstein's children, none of whom individually have an interest
exceeding 5% of the class. Mr. Weinstein disclaims beneficial ownership of
all of these shares owned by his spouse and children.

(8) Mr. Frank Weinstein, Vice Chairman of the Board and a Director of the
Company, and Messrs. Fred Heller, Richard Solar and George Gleitman, each a
director of the Company, do not own any securities of the Company.

ELECTION OF DIRECTORS
(PURPOSE 1)

The By-Laws of the Company provide that the number of directors
constituting the Board of Directors shall be determined from time to time by the
Board of Directors. The number of directors is currently set at seven.

Seven directors are to be elected to serve until the next Annual Meeting of
Stockholders and until their respective successors are elected. Two directors
are to be elected by the Class A Common Stock alone, and five directors are to
be elected by the Class A and Class B Common Stock voting together as a group.
Proxies in the accompanying form which do not withhold authority to vote for one
or more nominees for directors will be voted for the election as directors of
the persons whose names are listed in the table below. Authority to vote for any
or all nominees may be withheld in the manner indicated on the proxy. If any of
the nominees should not be candidates for director at the Annual Meeting, the
proxies will be voted in favor of the remainder of those named, and may be voted
for substitute nominees in the place of those who are not candidates. The Board
of Directors has no reason to expect that any of the nominees will fail to be
candidates at the meeting, and therefore does not at this time have in mind any
substitute for any nominee.

Certain information about the seven nominees is set forth below. This
information has been furnished to the Company by the individuals named. All but
one (David Weinstein) of the nominees for election at this meeting have been
elected previously by the Company's shareholders as directors of the Company.
David Weinstein is being nominated for election to the Board for the first time.

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NOMINEES FOR DIRECTORS

<TABLE>
<CAPTION>
FIRST ELECTED
NOMINEES FOR ELECTION BY HOLDERS OF CLASS A COMMON STOCK AND CLASS B COMMON STOCK AGE AS DIRECTOR
- --------------------------------------------------------------------------------------------- --- -------------

<S> <C> <C>
Alvin Weinstein ............................................................................. 70 1958
Chairman of the Board of the Company
David Weinstein ............................................................................. 33 --
President of the Company's Concord House Division
Earl Kramer ................................................................................. 62 1974
President of the Company
Fred Heller ................................................................................. 71 1987
Chairman of Genlyte Group, Inc.
Martin Wolfson .............................................................................. 59 1973
Senior Vice President -- Treasurer of the Company

NOMINEES FOR ELECTION BY HOLDERS OF CLASS A COMMON STOCK
Richard Solar ............................................................................... 56 1994
Managing Director, Bankers Trust Company -- Investment
Banking Division
George Gleitman ............................................................................. 67 1970
President Emeritus of the Company's Concord House Division
</TABLE>

Mr. Alvin Weinstein has held his position with the Company for more than
seven years. Joan Weinstein, who has served as Secretary of the Company since
October 1981, is the wife of Alvin Weinstein. Mrs. Weinstein has also been the
Company's fashion director for more than seven years. Mr. David Weinstein, who
has been employed by the Company for more than seven years and is currently the
President of the Company's Concord House Division, is the son of Mr. Alvin
Weinstein.

Mr. Kramer joined the Company in June 1972 as President of its Knit
Division, was elected a Vice President in March 1976 and President in 1979. Mr.
Heller served with Bairnco Corp., a holding company, and its predecessors for
more than ten years prior to 1988. He served as President of Genlyte Group, Inc.
from 1988 to 1990, when he was elected to serve as the Chairman of its Board of
Directors. Genlyte manufactures commercial and residential lighting equipment.
Mr. Wolfson was Secretary and Treasurer of the Company from 1973 to October
1981, at which time he was elected Vice President, Treasurer and Chief Financial
Officer. He was elected Senior Vice President in 1995. Mr. Wolfson is a director
of Winston Resources, Inc., a staffing industry company.

Mr. Solar has been a managing director of the Investment Banking Division
of Bankers Trust Company for over 10 years. Prior to that time, he was a manager
in the asset based lending division of Bankers Trust Company. Mr. Gleitman was
elected a Vice President of the Company in 1968 and from 1980 through fiscal
1992 was President of the Company's Concord House Division; he is currently
President Emeritus of that Division.

The Board of Directors has no standing nominating committee. On October 25,
1992, the Board of Directors appointed an Audit Committee. The Audit Committee,
which is currently comprised of Messrs. Solar and Heller, met once during the
year. The functions of the Audit Committee are to review the adequacy of systems
and procedures for preparing the financial statements of the Company as well as
the suitability of internal financial controls, and to review and approve the
scope and performance of the independent auditors' work. The Compensation
Committee, which makes recommendations to the Board of Directors concerning
compensation of executive officers and incentives for officers and key employees
under the Company's Incentive Program, met once during fiscal 1995. The Board of
Directors met eight times during the fiscal year ended September 3, 1995. All of
the directors attended at least seven meetings.

EXECUTIVE COMPENSATION

The following table sets forth the compensation paid by the Company during
the fiscal year ended September 3, 1995 for services, in all capacities, to the
Chief Executive Officer and each of the other four most highly compensated
executive officers of the Company whose aggregate remuneration exceeded
$100,000.

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SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
OTHER ANNUAL ALL OTHER
SALARY* BONUS COMPENSATION COMPENSATION
NAME AND PRINCIPAL POSITION YEAR $ $ $ $(2)
- ----------------------------------------------------- ---- ------- ------- ------------ ------------

<S> <C> <C> <C> <C> <C>
Earl Kramer ......................................... 1995 292,386 -- (1) 1,164(3)
President and Director 1994 261,217 751,041 4,795
1993 252,100 538,200 2,900
Alvin Weinstein ..................................... 1995 244,615 -- (1) 64,208(4)
Chairman of the Board 1994 170,000 737,841 56,861
1993 170,000 530,400 24,900
Frank Weinstein ..................................... 1995 188,558 -- (1) 373
Vice Chairman of the Board 1994 185,000 293,370 4,029
1993 185,000 212,000 2,600
Martin Wolfson ...................................... 1995 199,558 -- (1) 373
Senior Vice President -- Treasurer and Director 1994 176,000 108,000 4,029
1993 170,700 75,000 2,600
David Weinstein ..................................... 1995 152,885 212,500 (1) 373
President of the Concord House Division 1994 150,000 321,400 4,029
1993 150,000 253,000 2,600
</TABLE>

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* 1995 amounts reflect a base compensation for a 53 week fiscal year.

(1) The named executive officer receives certain perquisites, including, in
certain cases, a non-accountable expense allowance; such perquisites,
however, do not exceed the lesser of $50,000 or 10% of such officer's salary
and bonus.

(2) Includes contributions to the Company's Profit Sharing Plan of $4,029 for
each of the above named executive officers for the fiscal year ended August
28, 1994. Also includes for each of them for fiscal 1995 the sum of $373
which represents amounts previously contributed to the Profit Sharing Plan
on behalf of other employees of the Company and reallocated to the Plan
participants upon the forfeiture of such employees' interests in the Plan.

(3) The Company has paid the premiums on a life insurance policy for the benefit
of Earl Kramer's estate on a split dollar basis. The economic value of such
policy to Mr. Kramer for the year ended September 3, 1995 was $791, which
amount is included in the table above.

(4) The Company has paid the premiums on life insurance policies for the benefit
of Alvin Weinstein's estate on a split dollar basis. The economic value of
such policies to Mr. Weinstein for the year ended September 3, 1995 was
$63,835 which is included in the table above. In addition, the Company paid
to Joan Weinstein, the wife of Alvin Weinstein and the Company's fashion
director, $125,000 as compensation for her services to the Company in fiscal
1995.

------------------------

The Company has a Profit Sharing Plan for employees which provides for a
minimum annual contribution by the Company based on a percentage of its income
before taxes for the fiscal year, and for larger annual contributions, at the
discretion of the Board of Directors, within prescribed limits. All individuals
who are employed by the Company on the first day of any fiscal year are eligible
to participate in the Plan for that fiscal year. The Company makes contributions
on behalf of those individuals who remain employed for the entire fiscal year.
Contributions to a covered employee's account are based upon a pro rata
percentage of the employee's compensation (up to $100,000), and benefits are
payable upon death, retirement, disability or termination of employment with the
Company. Covered employee benefits vest over a period of seven years. In fiscal
1995, the Company did not contribute to the Plan.

The Company has a 401(k) Plan for employees which provides for the deferral
of pre-tax income. The Company does not contribute to this Plan.

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OPTIONS

The Company granted no options to officers or directors during the last
fiscal year.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN- THE-MONEY
OPTIONS AT OPTIONS AT
9/3/95 (#) 9/3/95 ($)
VALUE EXERCISABLE/ EXERCISABLE/
SHARES ACQUIRED REALIZED UNEXERCISABLE UNEXERCISABLE
NAME ON EXERCISE (#) ($) (CLASS A) (CLASS A)
- ---------------------------------------------------- --------------- -------- ------------- -------------

<S> <C> <C> <C> <C>
Earl Kramer......................................... 0 0 25,000/50,000 46,875/93,750
Alvin Weinstein..................................... 0 0 -0-/-0- --
Frank Weinstein..................................... 0 0 -0-/-0- --
Martin Wolfson...................................... 6,250 17,388 -0-/12,500 -0-/14,062
David Weinstein..................................... 0 0 -0-/-0- --
</TABLE>

DIRECTOR COMPENSATION

During fiscal 1995, the Company paid $8,333 to Gregory H. Cheskin, who
resigned as a director in April 1995. It also paid $10,000 and $10,500,
respectively, to Messrs. Richard Solar and Fred Heller for their participation
at Board of Director meetings. Messrs. Cheskin and Heller were also paid $1,500
each in connection with their participation at the one Audit Committee meeting
held in fiscal 1995.

EMPLOYMENT AGREEMENTS

An incentive compensation arrangement among the Company, Alvin Weinstein
and Frank Weinstein provides for each of Alvin Weinstein and Frank Weinstein to
receive a bonus equal to 1 1/2% of the Company's pre-tax profits for the fiscal
year ended September 3, 1995 if the pre-tax profits were equal to or greater
than 10% of the Company's Stockholders' Equity on the first day of such fiscal
year, or 2 1/2% of the pre-tax profits for such fiscal year if such pre-tax
profits were equal to or greater than 20% of the Company's Stockholders' Equity
on the first day of such fiscal year. No such bonuses were paid for fiscal 1995
as the target levels described above were not met. Subsequent to fiscal 1995,
Frank Weinstein is no longer subject to this arrangement.

An incentive compensation arrangement between the Company and Alvin
Weinstein provides for Mr. Weinstein to receive a bonus equal to 3 1/2% of the
pre-tax profits for each fiscal year commencing September 1, 1986. No bonus was
earned pursuant to such arrangement for fiscal 1995.

On March 2, 1994, the Company and Mr. Kramer entered into an employment
agreement (which amended a previous agreement) under which he will serve as the
Company's President through August 31, 1999. The agreement provides for an
annual salary of $234,289 (adjusted for increases in the consumer price index)
commencing September 1, 1994. Mr. Kramer will receive a bonus equal to 3 1/2% of
the Company's pre-tax profits for each year of this agreement. In addition, Mr.
Kramer will receive a bonus equal to 1 1/2% of the pre-tax profits for each year
of the agreement, if such pre-tax profits are equal to or greater than 10% of
the Company's Stockholders' Equity on the first day of that fiscal year, or
2 1/2% of the pre-tax profits for such year if such pre-tax profits are equal to
or greater than 20% of the Company's Stockholders' Equity on the first day of
that fiscal year. Mr. Kramer earned no bonuses for fiscal 1995. The agreement
also calls for a portion of Mr. Kramer's compensation to be deferred. In that
connection, $48,137 of Mr. Kramer's compensation was deferred for the fiscal
year ended September 3, 1995 which amount is included in the 'Summary
Compensation Table' above.

On February 5, 1986, the Company and Mr. Wolfson amended a deferred
compensation agreement under which the payment of a portion of his compensation
is deferred each year. In the fiscal year ended September 3, 1995, $11,000 of
Mr. Wolfson's compensation was deferred, which amount is included in the
'Summary Compensation Table,' above. The agreement provides that Mr. Wolfson is
to receive the aggregate deferred compensation upon termination of his
employment with the Company

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other than for cause or by reason of his death. The agreement provides that if
Mr. Wolfson dies while in the employ of the Company, his estate will receive an
aggregate of $500,000 payable in three equal annual installments. The Company is
the beneficiary of a $250,000 insurance policy on Mr. Wolfson's life.

Mr. David Weinstein is paid an annual salary of $150,000. The balance of
his compensation, included in the 'Summary Compensation Table,' above, is based
on a formula related to the operating profit of the Concord House Division for
the year.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The following officers of the Company are members of the Board of Directors
and as such participated in the deliberations of the Board of Directors
concerning executive officer compensation: Alvin Weinstein, Frank Weinstein,
Earl Kramer and Martin Wolfson.

BOARD OF DIRECTORS COMPENSATION REPORT

The full Board of Directors is responsible for the formulation and
implementation of the Company's compensation policies. The Company's
compensation policies are based upon a philosophy that there should be a direct
correlation between executive compensation and the value delivered to
shareholders. In furtherance of this philosophy, the Company has developed
incentive pay programs which provide competitive compensation and attempt to
mirror Company performance. It is the goal of the Company's compensation program
to attract and retain key executives required for the growth and success of the
Company and each of its business groups in a manner that encourages a continuing
focus on building profitability and shareholder value. Both short-term and
long-term incentive compensation are based on corporate, business unit and/or
individual performance, and thus coincide with the interest of shareholders.

The Company's executive compensation has three principal components: base
salary; annual cash bonuses; and, from time to time, incentive and nonqualified
stock options. Individual bonus awards for the Company's executive officers are
based upon pre-determined percentages of the Company's pre-tax profits for the
fiscal year, or, as is the case with one executive officer, a divisional
president, with the operating profit of that division. In fiscal years 1991 and
1992, bonus payments to the Company's executives were minimal, reflective of
relatively low corporate earnings. In fiscal years 1993 and 1994, bonuses for
executives reflected the record earnings reported by the Company for each of
those years. In fiscal 1995, as the pre-established target levels for the
Company's performance were not met, no bonuses were paid to corporate executives
except that the divisional president referenced above was awarded a bonus on
account of his unit's performance in fiscal 1995. The Company made no award to
officers during the fiscal year ending September 3, 1995 under its Incentive
Program pursuant to which qualified incentive and nonqualified stock options,
SARs and restricted stock performance shares and bonuses may be awarded.

The Chief Executive Officer's compensation is governed by his employment
agreement. For the fiscal year ending September 3, 1995 it included a base
salary of $239,640. The base salary increased 2.23% from the Chief Executive
Officer's fiscal year 1994 base salary, which increase was provided for by the
terms of his employment agreement and reflects a comparable increase in the
consumer price index. The Chief Executive Officer received no bonuses for fiscal
1995. The Chief Executive's employment agreement provides for bonuses only if
the Company meets certain predetermined levels of pre-tax profits set forth
therein. See 'Employment Agreements.'

<PAGE>
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In the aggregate, 16% of the named executives' cash compensation for fiscal
year 1995 represents incentives directly tied to Divisional performance. The
Chief Executive Officer received none of his cash compensation from incentives.

Submitted by the Board of Directors:

<TABLE>
<S> <C>
Alvin Weinstein Frank Weinstein
Earl Kramer Fred Heller
Martin Wolfson Richard Solar
George Gleitman
</TABLE>

STOCK PERFORMANCE GRAPH

The line graph below compares yearly percentage change in the cumulative
total shareholder return on the Company's Class A Common Stock against the
cumulative total return on the Amex Market Index and an industry index known as
the broadwoven fabric mills -- cotton industry (SIC Code 2211) index, for the
period of five years commencing September 1, 1990. The specific companies
constituting part of the industry index are as follows: Cone Mills Corp.;
Courtaulds PLC; Crown Crafts, Inc.; Culp, Inc.; Delta Woodside Industries, Inc.;
Fieldcrest Cannon, Inc.; Galey & Lord Inc.; Organik Technologies; Springs
Industries, Inc.; Thomaston Mills, Inc.; Triarc Companies, Inc.; United
Merchants and Manufacturers, Inc.; and West Point-Stevens, Inc. The comparisons
in the graph are required by the Securities and Exchange Commission and are not
intended to forecast or be indicative of possible future performance of the
Company's Common Stock.

COMPARE 5 - YEAR CUMULATIVE TOTAL RETURN
AMONG CONCORD FABRICS INC.,
AMEX MARKET INDEX AND SIC CODE INDEX

[PERFORMANCE GRAPH]

FISCAL YEAR ENDING
COMPANY 1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
CONCORD FABRICS INC 100 103.03 118.18 157.58 224.24 118.18
SIC CODE INDEX 100 124.49 152.53 171.45 160.79 165.33
AMEX MARKET INDEX 100 114.77 121.79 142.28 143.64 171.98

</TABLE>

ASSUMES $100 INVESTED ON SEPTEMBER 1, 1990
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING SPETEMBER 3, 1995

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SECTION 16(A) REPORTING UNDER
THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
'Exchange Act'), requires the Company's executive officers and directors, and
persons who own more than ten percent of the Common Stock of the Company to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission and the exchange on which the Common Stock is listed for trading.
Executive officers, directors and more than ten percent stockholders are
required by regulations promulgated under the Exchange Act to furnish the
Company with copies of all Section 16(a) reports filed.

Based solely on the Company's review of copies of the Section 16(a) reports
filed for the year ended September 3, 1995, the Company believes that, during
the year ended September 3, 1995, all reporting requirements applicable to its
executive officers, directors, and more than ten percent stockholders were
complied with.

WEINSTEIN FAMILY STOCKHOLDERS' AGREEMENT

Alvin Weinstein, his spouse and children and the Company are parties to a
stockholders' agreement (the 'Stockholders' Agreement') which restricts the
transfer of any Class B Stock owned by any signing Stockholder by requiring that
any of them who wishes to sell or transfer any shares of Class B Stock offer the
shares first, to the other signing Stockholders at the prevailing market price
of shares of Class A Stock at the time of transfer, and then, to the Company, on
the condition that any Class B Stock so offered be converted into Class A Common
Stock on a share-for-share basis prior to transfer. As a result of such
restriction, prior to any sale of Class B Stock by a signing Stockholder, the
shares of Class B Stock offered by a signing Stockholder will be cancelled and
converted into shares of Class A Stock by the Company.

If neither any signing Stockholder nor the Company wishes to purchase
shares offered for sale pursuant to the Stockholders' Agreement, the Stockholder
offering to sell may convert such shares into shares of Class A Stock on a
share-for-share basis. In addition, the Stockholders' Agreement provides that if
the Stockholders or the Company approve a transaction in which the Class A
Common Stock is exchanged for cash, stock, securities or any other property of
the Company or of any other corporation or entity, each signing Stockholder will
convert his or her shares of Class B Common Stock into shares of Class A Common
Stock prior to the effective date of such transaction, so that a holder of such
Class B shares receives the same cash, stock or other consideration that a
holder of Class A Common Stock would receive in such a transaction. There are
certain exceptions to the restrictions on transfer for gifts and transfers to
the families of the signing Stockholders.

The Stockholders' Agreement will terminate upon either (a) the deaths of
Alvin and Joan Weinstein, if David Weinstein survives them but ceases to be
actively involved in the business of the Company and the holders of a majority
of shares of Class B Stock held by the remaining Stockholders who are parties to
the Agreement elect to terminate, or (b) a period ending twenty-one years after
the death of the last survivor of the parties thereto.

Mr. Alvin Weinstein is currently in a position to control the election of
directors of the Company and other matters requiring stockholder votes by virtue
of his ownership of a majority of the Company's outstanding Class B Common Stock
and 41% of its outstanding Class A Common Stock. The Stockholders' Agreement is
intended to enhance the possibility that current members of the Weinstein family
will retain such control of the Company so long as one or more of them is active
in the business of the Company.

RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
(PURPOSE 2)

The Board of Directors of the Company, subject to ratification by the
Stockholders, has selected the firm of Eisner & Lubin, independent certified
public accountants, and the Company's auditors for

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the fiscal year ended September 3, 1995, to examine the financial statements of
the Company for the fiscal year ending September 1, 1996. Representatives of
Eisner & Lubin will attend the Meeting, have an opportunity to make a statement
if they wish to do so, and will be available to respond to appropriate questions
from Stockholders.

RATIFICATION OF THE CONCORD FABRICS INC.
1995 DIRECTOR STOCK OPTION PLAN
(PURPOSE 3)

INTRODUCTION

The Board of Directors has adopted, and recommends that the Stockholders
approve, the Company's 1995 Director Stock Option Plan (the 'Director Plan' or
the 'Plan') in the form annexed to the Proxy Statement as Exhibit I. The
Director Plan provides for the automatic grant of non-qualified stock options
(the 'Director Options') to purchase shares of Class A Common Stock of the
Company to directors of the Company who are neither full time employees nor
consultants nor officers of the Company or any of its subsidiaries (the
'Eligible Directors'). The purpose of the Director Plan is to attract and retain
qualified outside directors and encourage them to own stock in the Company so
that they will have a proprietary interest in the success of the Company.

As of December 1, 1995, there were two Eligible Directors of the Company.

STOCK SUBJECT TO PLAN

The number of shares of Class A Common Stock of the Company that may be
issued pursuant to Director Options under the Director Plan is 50,000 shares,
subject to adjustment as described below. If the Class A Common Stock of the
Company is changed by reason of any stock dividend, spin-off, split-up, spin-
out, recapitalization, restructuring, merger, consolidation, reorganization,
combination, or exchange of shares, or other increase or decrease in shares
effected without the receipt of consideration by the Company, the number of
shares available for options and the number of shares subject to any outstanding
options under the Plan, and the price thereof, as applicable, will be
proportionately adjusted.

The Company's Class A Common Stock is traded on the American Stock
Exchange.

ADMINISTRATION

The Director Plan is intended to be self-effectuating in the sense that the
amount, price and timing of the Director Options are fixed by the terms of the
Director Plan and are not subject to the discretion of any person or committee.
The administrative functions of the Plan will be handled by a committee
consisting of two or more directors not eligible to receive Director Options
under the Plan, appointed by the Board of Directors (the 'Committee'). All terms
and conditions of Director Options not specifically provided for by the Plan
will be determined by the Committee. The decisions of the Committee will be
final and conclusive with respect to the administration and interpretation of
the Plan.

GRANT OF OPTIONS

On the effective date of the Director Plan, each Eligible Director (who has
not previously been granted options by the Company) will automatically receive a
Director Option to purchase 2,500 shares of Class A Common Stock. Accordingly,
if the Plan is approved by the Stockholders, and all of the Eligible Directors
are re-elected to the Board, Messrs. Fred Heller and Richard Solar will each
receive a Director Option to purchase 2,500 shares and the Eligible Directors as
a group will receive Director Options to purchase, in the aggregate, 5,000
shares. Thereafter, on the first business day of each of the four fiscal years
commencing with fiscal year 1997, each director of the Company who is an
Eligible Director on that date will automatically receive a Director Option to
purchase 2,500 shares of Class A Common Stock.

No consideration is payable to the Company for the award of Director
Options.

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MATERIAL PROVISIONS APPLICABLE TO DIRECTOR OPTIONS

The exercise price of Director Options is the fair market value of the
Class A Common Stock on the date of grant. Director Options vest in full on the
one-year anniversary of the date of grant and vest immediately upon the death of
the grantee or a 'change in control' of the Company (as defined in the Plan).
Director Options terminate five years after the date of grant or, if sooner, two
years after the grantee's termination as a director of the Company for any
reason, including death (except that if the grantee is removed from the Board
for cause, all Director Options awarded to him terminate immediately upon such
removal). In addition, the Board of Directors may at any time cancel any
previously issued Director Options if it finds that the grantee committed fraud,
dishonesty or similar acts while serving on the Board, disclosed 'proprietary
information' of the Company without the Company's consent or engaged in activity
detrimental to the Company's interests after leaving the Board of Directors.

Director Options are exercisable by written notice given by the grantor to
the Company accompanied by payment in full of the option price of the shares to
be purchased either in cash, by check or similar instrument, or, with certain
limitations, with other shares of Class A Common Stock of the Company already
held by the grantee. Director Options are not transferable by a grantee other
than by will or by the laws of descent and distribution, and are exercisable
during the grantee's lifetime, only by or on behalf of the grantee. Furthermore,
shares underlying Director Options awarded under the Director Plan are not
transferable by a grantee until at least six months have elapsed from the date
of the issuance of the options to the date of the disposition of the shares
underlying such options.

TERMINATION

The Board may amend the Plan at any time. However, the Board may not amend
the Plan without shareholder approval if (i) such amendment would increase the
maximum number of shares of Class A Common Stock in the aggregate which may be
granted or issued under the Plan, or materially modify the provisions of the
Director Plan relating to eligibility to participate in the Director Plan or
(ii) shareholder approval is otherwise required by Rule 16b-3 of the Exchange
Act. Additionally, the Plan may not be amended more than once every six months,
other than to comport with changes in the Internal Revenue Code (the 'Code'),
the Employment Retirement Income Security Act or the rules promulgated
thereunder. The Plan will terminate on the fifth (5th) anniversary of its
effective date unless terminated earlier by the Board or unless extended by the
Board. The amendment or termination of the Plan will not adversely affect any
Director Option granted prior to such amendment or termination.

FEDERAL INCOME TAX CONSEQUENCES UNDER THE DIRECTOR PLAN

The following is a summary of the Federal income tax consequences of the
issuance and exercise of Director Options under the Director Plan, based on
current income tax laws, regulations and rulings.

Non-Incentive Stock Options. All options granted under the Plan are
non-statutory options not entitled to the special tax treatment accorded under
Section 422 of the Code. Although an optionee does not recognize income at the
time of the grant of a Director Option, he recognizes ordinary income upon the
exercise of a Director Option in an amount equal to the excess (if any) of the
fair market value of the stock on the date of exercise of the option over the
amount paid for the stock. As a result of the optionee's exercise of a Director
Option, the Company will be entitled to deduct as an expense an amount equal to
the amount included in the optionee's gross income. The deduction generally will
be taken in the Company's taxable year in which the option is exercised.

The excess of the fair market value of the stock on the date of exercise of
a Director Option over the exercise price is not an item of 'tax preference' as
such term is used in the Code.

Payment in Shares. If the optionee exercises an option and surrenders stock
already owned by him ('Old Shares'), the following rules apply:

1. To the extent the number of shares of Class A Common Stock acquired
('New Shares') exceeds the number of Old Shares exchanged, the optionee
will recognize ordinary income on the receipt

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<PAGE>
of such additional shares in an amount equal to the fair market value of
such additional shares less any cash paid for them, and the Company will
be entitled to a deduction in an amount equal to such income. The basis
of such additional shares will be equal to the fair market value of such
shares on the date of exercise and the holding period for such
additional shares will commence on the date the option is exercised.

2. To the extent the number of New Shares acquired does not exceed the
number of Old Shares exchanged, no gain or loss will be recognized on
such exchange, the basis of the New Shares received will be equal to the
basis of the Old Shares surrendered, and the holding period of the New
Shares received will include the holding period of the Old Shares
surrendered.

The foregoing statement is only a summary of the federal income tax
consequences of the exercise and issuance of Director Options under the Director
Plan and is based on the Company's understanding of present federal tax laws and
regulations. Since tax regulations may change or interpretations may differ,
each optionee should consult his tax advisor regarding the tax consequences
related to his or her participation in the Director Plan.

MARKET VALUE

The shares of Common Stock issuable under the Plan may be either authorized
or unissued shares or treasury shares. The market value of the Company's Class A
Common Stock was $3 15/16 per share on December 12, 1995.

MISCELLANEOUS
(PURPOSE 4)

Management does not know of any other matters to be presented at the
Meeting for action by Stockholders. If any other matters requiring a vote of the
Stockholders arise at the Meeting or any adjournment thereof, it is intended
that votes will be cast pursuant to the proxies with respect to such matters in
accordance with the best judgment of the persons acting under the proxies.

ANNUAL REPORT

The Company's Annual Report for the fiscal year ended September 3, 1995 is
being mailed to the Company's Stockholders together with this Proxy Statement
but is not part of the proxy solicitation material.

UPON WRITTEN REQUEST BY A STOCKHOLDER ENTITLED TO VOTE AT THE MEETING, THE
COMPANY WILL FURNISH THAT PERSON WITHOUT CHARGE WITH A COPY OF THE FORM 10-K
ANNUAL REPORT FOR THE FISCAL YEAR ENDED SEPTEMBER 3, 1995 WHICH IS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO. If the person requesting the report was not a Stockholder on
December 8, 1995, the request must contain a good faith representation that the
person making the request was a beneficial owner of the Class A or Class B
Common Stock of the Company at the close of business on such date. Requests
should be addressed to Concord Fabrics Inc., 1359 Broadway, New York, New York
10018 (ATTN: Martin Wolfson).

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<PAGE>
STOCKHOLDER PROPOSALS

Stockholder proposals for presentation at the Company's next Annual Meeting
of Stockholders must be received by the Company at its principal executive
offices for inclusion in its proxy statement and form of proxy relating to that
Meeting no later than August 5, 1996.

By Order of the Board of Directors
JOAN WEINSTEIN
Secretary

Dated: December 20, 1995

13
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EXHIBIT I

CONCORD FABRICS INC.
1995 DIRECTOR STOCK OPTION PLAN

1. Purpose. The Concord Fabrics Inc. 1995 Director Stock Option Plan (the
'Plan') is intended to attract and retain qualified Directors and to encourage
stock ownership in Concord Fabrics Inc. (the 'Company') by outside Directors so
that they will have a proprietary interest in the success of the Company. This
purpose is intended to be accomplished by the grant of options to purchase
shares of common stock of the Company ('Director Options') to outside Directors
participating in the Plan.

2. Participation in the Plan. Each Director of the Company who is not a
full-time employee nor a consultant nor an officer of the Company or any
subsidiary of the Company ('Participant') shall participate in the Plan;
provided, however, that any Director who (i) currently holds options for shares
of the Company's common stock or (ii) becomes a member of the Board of Directors
in connection with a merger, acquisition, consolidation or reorganization shall
not be entitled to received an Initial Grant as defined in Section 6A below.

3. Shares Available for Grant.

A. Stock Subject to the Plan. Shares of stock subject to options under
the Plan shall be shares of the Company's authorized but unissued or
reacquired Series A common stock (the 'Stock') provided that the total
amount of Stock with respect to which options may be granted under the Plan
shall not exceed 50,000 shares. Such number of shares is subject to
adjustment in accordance with the provisions of Section 3B hereof. In the
event that any outstanding option or award or portion thereof expires or is
terminated or becomes void for any reason, the shares of Stock allocable to
the unexercised portion of such award may again be subjected to an option
or award and be issued under the Plan.

B. Recapitalization. The aggregate number of shares of Stock with
respect to which options may be granted under the Plan, the number of
shares covered by each outstanding option, and the price per share in each
option, shall be proportionately adjusted for any increase or decrease in
the number of issued shares of Stock of the Company resulting from a
subdivision or consolidation of shares or any other capital adjustment, the
payment of a stock dividend, or other increase or decrease in such shares
effected without the receipt of consideration by the Company. Such
adjustment will occur within 60 days of the event causing the increase or
decrease in the number of issued shares of Stock of the Company. Subject to
any required action by the shareholders, if a new option is substituted for
the option granted hereunder, or an assumption of the option granted
hereunder is made, by reason of a corporate merger, consolidation,
acquisition of property or stock, separation, reorganization or
liquidation, the option granted hereunder shall pertain to and apply to the
securities to which a holder of the number of shares of Stock subject to
the option would have been entitled. In the event of a change in the Stock
of the Company as presently constituted, which is limited to a change of
all of its authorized shares with par value into the same number of shares
with a different par value or without par value, the shares resulting from
any such change shall be deemed to be the Stock within the meaning of the
Plan.

To the extent that the foregoing adjustments relate to stock or
securities of the Company, such adjustments shall be made by the Committee,
whose determinations in that respect shall be final, binding and
conclusive.

Except as hereinbefore expressly provided in this Section 3B, the
optionee shall have no rights to shares of stock under any option granted
pursuant to the Plan by reason of any subdivision or consolidation of
shares or any other capital adjustment, the payment of any stock dividend
or any other increase or decrease in the number of shares of stock of any
class.

No option granted under the Plan shall affect in any way the right or
power of the Company to make adjustments, reclassification, reorganizations
or changes of its capital or business structure or to merge or to
consolidate or to dissolve, liquidate or sell, or transfer all or any part
of its business or assets.

I-1

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4. Administration. The Plan shall be administered and interpreted by a
Committee consisting of two or more directors not eligible to receive options
under the Plan appointed by the Board of Directors of the Company from among its
members (the 'Committee'). The Committee with respect to directors and officers
subject to the reporting requirements of Section 16 (the 'Reporting Persons')
promulgated under the Securities Exchange Act of 1934, as amended (the 'Exchange
Act'), must be constituted in such manner as to permit the Plan and transactions
thereunder to comply with Rule 16b-3 under the Exchange Act, or any successor
rule thereto. The Committee shall determine the fair market value of the Stock
as of any date in accordance with the provisions of Section 7A hereof.
Notwithstanding anything to the contrary contained in the Plan, the amount,
price and timing of awards of options are fixed by the terms of Sections 6 and 7
of the Plan and are not intended to be subject to the discretion of any person
or committee. All terms and conditions of options under the Plan not
specifically set forth in the Plan shall be determined by the Committee and,
subject to the requirements of Rule 16b-3, the decisions of the Committee
designated by the Board shall be final and conclusive with respect to the
interpretation and administration of the Plan and any grant made under it.

5. Non-Statutory Stock Options. All options granted under the Plan shall be
non-statutory options not entitled to special tax treatment under Section 422 of
the Internal Revenue Code of 1986, as amended to date and as may be amended from
time to time.

6. Grant of Options. Options shall be granted automatically to Participants
as follows:

A. Initial Grant. An option to purchase 2,500 shares of Stock shall be
granted automatically on the effective date of the Plan to each director
who is a Participant on that date ('Initial Grant').

B. Annual Grants. Beginning with September 2, 1996, the first day of
the Company's first fiscal year which is subsequent to the Effective date
of the Plan and, provided that a sufficient number of shares remain
available under the Plan, each year on the first day of the next four
fiscal years, there shall automatically be granted to each Participant who
is serving or is elected to the Board on such date an option (the 'Annual
Option Grant') to purchase 2,500 shares of Stock (subject to adjustment as
provided in Section 3B). If the first day of the Company's fiscal year is a
holiday or a week-end day, then the Annual Option Grant shall occur for
that year on the first day following the first day of the Company's next
fiscal year that is neither a holiday or a week-end day.

C. Nondiscretionary. The amount, price and timing of Director Options
are fixed by the terms of Sections 6 and 7 of the Plan and are not intended
to be subject to the discretion of any person or committee. The grant of
options under the Plan is not intended to preclude the Company from
awarding other compensation to Participants outside of the Plan for
attendance at meetings of the Board or any committee of the Board or for
any other services provided or to be provided to the Company. Options
granted under the Plan shall be subject to and governed by the terms and
conditions set forth in Section 7 hereof and by such other terms and
conditions, not inconsistent with the Plan, as shall be determined by the
Committee.

D. Option Agreement. Each option granted under the Plan shall be
evidenced by a Stock Option Agreement in the form attached hereto as
Exhibit A.

7. Terms and Conditions of Options.

A. Option Price. The option price per share for shares of Stock
covered by each option shall be the Fair Market Value of one share of the
Stock on the date of grant of such option. If the Stock is listed on an
established stock exchange or exchanges such Fair Market Value shall be
deemed to be the highest closing price of the Stock on such stock exchange
on the day the option is granted or if no sale of the Stock shall have been
made on any stock exchange on that day, on the next preceding day on which
there was a sale of such Stock. During such time as the Stock is not listed
on an established stock exchange, and (i) is listed or admitted for trading
on the National Association of Securities Dealers, Inc. Automated Quotation
System ('NASDAQ') Small Capitalization Market or National Market System,
the Fair Market Value per share shall be the last sale price of the common
stock, regular way, or the mean of the bid and asked prices thereof for any
trading day on which no such sale occurred, in each case as officially
reported on the principal securities exchange on which the Stock is listed
or admitted for trading or on Small Capitalization Market or the NASDAQ
National Market System, as the case may be, or (ii) if not so listed or

I-2

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<PAGE>
admitted for trading on a national securities exchange or the NASDAQ Small
Capitalization Market or National Market System, the mean between the
closing high bid and low asked quotations for the Stock in the
over-the-counter market as reported by NASDAQ, or any similar system for
the automated dissemination of securities prices then in common use, if so
quoted, as reported by any member firm of the New York Stock Exchange
selected by the Company; provided, however, that if, by reason of extended
or continuous trading hours on any exchange or in any market or for any
other reason, the time, with respect to any trading day, of the close of
trading for the purpose of determining the 'last sale price' or the
'closing' bid and asked prices is not objectively determinable, the time on
such trading day used for the purpose of reporting any compilation of last
sale prices or closing bid and asked prices in The Wall Street Journal
shall be the time on such trading day as of which the 'last sale price' or
'closing' bid and asked prices are determined for purposes of this
definition. If the Stock is quoted on a national securities or central
market system in lieu of a market or quotation system described above, the
closing price shall be determined in the manner set forth in clause (i) of
the preceding sentence if actual transactions are reported, and in the
manner set forth in clause (ii) of the preceding sentence if bid and asked
quotations are reported but actual transactions are not.

B. Period of Option and When Exercisable.

(i) Terms. Each Initial Option and Annual Option Grant awarded
under the Plan shall become exercisable in full with respect to 100% of
the shares covered by such option one year from the date of grant of
such option; provided, however, that options that have not otherwise
vested shall become exercisable immediately upon (1) death of the
director, or (2) a change in control of the Company, as such term is
defined in section 9G. herein.

(ii) Termination. All rights of a director under an option granted
pursuant to the Plan, to the extent that they have not been exercised,
shall terminate upon the expiration of five (5) years from the date of
grant or, if sooner, two (2) years after such director's termination as
a director of the Company for any reason, including death, except that,
if a director is removed for cause, all options granted to him pursuant
to this Plan shall terminate immediately upon such removal.

(iii) Death of Optionee. In the event of the death of an optionee,
an option which is otherwise exercisable may be exercised by the person
or persons to whom the optionee's rights shall have passed by will or
the laws of descent and distribution; or an individual, who by
designation of the optionee succeeds to the rights and obligations of
the optionee under the Stock Option Agreement and the Plan upon the
optionee's death ('Beneficiary'). The Board of Directors may require an
indemnity and/or such evidence or other assurances as it may deem
necessary in connection with an exercise by a legal representative,
guardian, or Beneficiary.

(iv) Disability of Optionee. In the event of disability or
incompetency of an optionee, an option which is otherwise exercisable
may be exercised by the optionee's legal representative or guardian.

(v) Fraud, Dishonesty, or Similar Acts. Notwithstanding anything
contained herein to the contrary, if it is determined by the Board of
Directors (either before or after cessation of service as a Director)
that fraud, dishonesty, or similar acts were committed by an optionee at
any time while such optionee was a Director of the Company, or that an
optionee has at any time disclosed to any person, firm, corporation or
other entity any of the Company's 'proprietary information' without the
express written consent of the Board of Directors or except as such
disclosure may have been required in connection with the optionee's
service as a Director of the Company, all options and all rights with
respect to all options granted to such optionee shall immediately
terminate and be null and void. For the purposes of this sub-paragraph
6B(v) the term 'proprietary information' shall mean all confidential or
secret customer lists, prospective customer lists, trade secrets,
processes, computer programs, object codes, source codes, inventions,
improvements, manufacturing or systems techniques, formulas, development
or experimental work, work in process, business, data disclosed to the
Company by or for the benefit of the Company's customers, information
relating to the Company's

I-3

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business contracts (including without limitation contracts with service
providers, medical insurers and claims administrators), marketing and
competitive strategies, and any other secret or confidential matter
relating or pertaining to the products, services, sales or other
business of the Company or its customers.

(vi) Restriction on Exercise After Termination. Notwithstanding the
provisions of this Section 7 of the Plan, the exercise of any option
after termination of employment shall be subject to satisfaction of the
conditions precedent that the optionee neither, (1) takes other
employment or renders services to others without the written consent of
the Company, nor (2) conducts himself in a manner adversely affecting
the Company.

C. Exercise and Payment. Subject to the provisions of Section 7B
hereof, an option may be exercised by notice (in the form prescribed by the
Committee) to the Company specifying the number of shares to be purchased.
Payment for the number of shares of Stock purchased upon exercise of an
option may be made in United States dollars in cash, by certified check,
bank draft, or money order payable to the order of the Company, or with
other shares of stock of the Company already held by the optionee and
valued at their Fair Market Value at the date of exercise; provided, that
no shares of Stock may be tendered in exercise of an option if such shares
were acquired by the optionee through the exercise of an option unless such
shares have been held by the optionee for at least one year. The notice of
exercise, once delivered, shall be irrevocable.

8. Amendment, Compliance with Law and Termination of the Plan.

A. Amendment. The Board of Directors of the Company may from time to
time alter, amend, suspend or discontinue the Plan, except that shareholder
approval is required with respect to any amendment (i) which would increase
the number of shares of Stock on which options may be granted or which may
be issued under the Plan, or materially modify the provisions of the Plan
relating to eligibility to be granted an option under the Plan, or (ii) for
which shareholder approval would be required by SEC Rule 16b-3 as it may be
amended from time to time.

B. Compliance with Law. The Plan, each option under the Plan and the
grant, exercise and payment thereof, and the obligation of the Company to
sell and issue shares under the Plan shall be subject to all applicable
laws, rules, regulations and governmental and shareholder approvals, and
the Board of Directors may make such amendment or modification thereto as
it shall deem necessary to comply with any such laws, rules and regulations
or to obtain any such approvals.

C. Restriction on Amendments. Notwithstanding anything to the contrary
contained in this Plan, the provisions of the Plan shall not be amended
more than once every 6 months, other than to comport with changes in the
Code, the Employee Retirement Income Security Act, or the rules promulgated
thereunder.

D. Termination of the Plan. The Plan shall terminate on the fifth
anniversary of its effective date unless terminated earlier by the Board of
Directors or unless extended by the Board of Directors. No option shall be
granted under the Plan after September 4, 2000. Options granted prior
thereto, however, may extend beyond such date and the provisions of the
Plan shall continue to apply thereto.

9. General Provisions.

A. Nontransferability. No option or any rights with respect thereto
shall be subject to any debts or liabilities of an optionee, nor be
assignable or transferable except by Will or the laws of descent and
distribution, and, during the lifetime of an optionee, only the optionee
personally (or the optionee's personal representative) may exercise the
optionee's rights under the Plan, nor shall Stock be issued to or in the
name of one other than the optionee; provided, however, that an option may
after the death or disability of an optionee be exercised pursuant to
paragraphs (iii) and (iv) of Section 7B hereof, respectively; and provided
further, that any Stock issued to an optionee hereunder may at the request
of the optionee be issued in the name of the optionee and one other person,
as joint tenants with right or survivorship and not as tenants in common.

B. No Right to Continue as a Director. No provision of the Plan, nor
any term or condition of any option, nor any action taken by the Board of
Directors or the Company pursuant to the Plan,

I-4

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<PAGE>
shall give or be construed as giving the recipient of any grant or award
hereunder any right to be retained as a Director of the Company, or affect
or limit in any way the right of the shareholders of the Company to remove
such person as a Director.

C. Application of Funds. The proceeds received by the Company from the
sale of Stock pursuant to options granted under the Plan will be used for
general corporate purposes.

D. No Obligation to Exercise Option. The granting of an option shall
impose no obligation upon the optionee to exercise such option.

E. Rights as a Shareholder. The recipient of an award hereunder shall
have no rights as a shareholder with respect to shares of Stock which may
be issued in respect of such award until the date of issuance to such
recipient of a certificate evidencing such shares of Stock. No adjustment
will be made for dividends or other rights for which the record date is
prior to the date such certificate is issued.

F. Subsidiaries. For purposes of the Plan, the term 'subsidiary' means
an affiliated corporation controlled by the Company directly or indirectly
through one or more intermediaries.

G. Change in Control of Company. For purposes of the Plan, the term
'Change of Control' means: the acquisition, without the approval of the
Board, by any person or entity, other than the Company and its affiliates,
of more than 20% of the outstanding shares of Common Stock through a tender
offer, exchange offer, or otherwise; the liquidation or dissolution of the
Company following a sale or other disposition of all or substantially all
of its assets; a merger or consolidation involving the Company that results
in the Company not being the surviving parent corporation; or a change in
the majority of the members of the Board during any two-year period that is
not approved by at least two-thirds of the members of the Board who were
members at the beginning of the two-year period.

H. Effective Date of the Plan. The Plan shall take effect as of the
date the Plan is approved by the shareholders of the Company.

I. Severability. If any provision of the Plan, or any term or
condition of any option granted or Stock Option Agreement or form executed
or to be executed thereunder, or any application thereof to any person or
circumstances is invalid, such provision, term, condition or application
shall to that extent be void (or, in the discretion of the Board of
Directors, such provision, term or condition may be amended so as to avoid
such invalidity or failure), and shall not affect other provisions, terms
or conditions or applications thereof, and to this extent such provisions,
terms and conditions are severable.

J. Investment Purpose. At the time of any exercise of any option the
Company may, if it shall deem it necessary or desirable for any reason
connected with any law or regulation of any governmental authority relating
to the regulation of securities, require the optionee and/or any transferee
of the optionee's rights to represent in writing to the Company that it is
such person's then intention to acquire the Stock for investment and not
with a view to the distribution thereof. In such event no shares shall be
issued to such person unless and until the Company is satisfied with the
correctness of such representation.

K. Further Restrictions Applicable to Reporting Persons. Stock
acquired by a Reporting Person pursuant to the Plan shall in no event be
transferable until at least six (6) months have elapsed from the date of
grant of the option to the date of disposition of the Stock underlying such
option.

L. Plan Controls. In the case of any conflict between the term of this
Plan and the terms of any instrument of grant, the terms of this Plan will
control.

I-5
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<PAGE>
APPENDIX 1

CONCORD FABRICS INC.
1995 DIRECTOR STOCK OPTION PLAN

3. Shares Available for Grant.

A-1

6. Grant of Options. Options shall be granted automatically to Participants
as follows:

A. Initial Grant. An option to purchase 2,500 shares of Stock shall be
granted automatically on the effective date of the Plan to each director
who is a Participant on that date ('Initial Grant').

D. Option Agreement. Each option granted under the Plan shall be
evidenced by a Stock Option Agreement in the form attached hereto as
Exhibit A.

7. Terms and Conditions of Options.

A-2

B. Period of Option and When Exercisable.

(iv) Disability of Optionee. In the event of disability or
incompetency of an optionee, an option which is otherwise exercisable
may be exercised by the optionee's legal representative or guardian.

A-3

8. Amendment, Compliance with Law and Termination of the Plan.

9. General Provisions.

B. No Right to Continue as a Director. No provision of the Plan, nor
any term or condition of any option, nor any action taken by the Board of
Directors or the Company pursuant to the Plan,

A-4

C. Application of Funds. The proceeds received by the Company from the
sale of Stock pursuant to options granted under the Plan will be used for
general corporate purposes.

D. No Obligation to Exercise Option. The granting of an option shall
impose no obligation upon the optionee to exercise such option.

F. Subsidiaries. For purposes of the Plan, the term 'subsidiary' means
an affiliated corporation controlled by the Company directly or indirectly
through one or more intermediaries.

H. Effective Date of the Plan. The Plan shall take effect as of the
date the Plan is approved by the shareholders of the Company.

L. Plan Controls. In the case of any conflict between the term of this
Plan and the terms of any instrument of grant, the terms of this Plan will
control.

A-5

APPENDIX 2
CLASS A PROXY CARD

CONCORD FABRICS INC.
CLASS A PROXY -- ANNUAL MEETING OF STOCKHOLDERS -- JANUARY 9, 1996

The undersigned Stockholder(s) of Class A Common Stock of CONCORD FABRICS
INC. (the 'Corporation') hereby appoints Alvin Weinstein and David Weinstein, or
either of them, with full power of substitution and revocation to each, for and
in the name of the undersigned, with all the powers the undersigned would
possess if personally present, to vote the Class A Common Stock of the
undersigned in the Corporation at the meeting of its Stockholders to be held
January 9, 1996 and at any adjournment thereof, for the following matters:

1.a. To elect as Directors by Class A Common Stock acting alone only,
the Nominees listed below:
Richard Solar George Gleitman
[ ] FOR both the foregoing nominees [ ] WITHHOLD AUTHORITY to vote
for both the foregoing
nominees

NOTE: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THAT NOMINEE'S NAME. UNLESS AUTHORITY FOR BOTH THE FOREGOING
NOMINEES IS WITHHELD, THIS PROXY WILL BE DEEMED TO CONFER AUTHORITY TO VOTE FOR
EVERY NOMINEE WHOSE NAME IS NOT STRUCK.
1.b. To elect as Directors by Class A voting with the Class B Common
Stock, the nominees listed below:
Alvin Weinstein Martin Wolfson Earl Kramer
David Weinstein Fred Heller
[ ] FOR all the foregoing nominees [ ] WITHHOLD AUTHORITY to vote for
all the foregoing nominees

NOTE: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THAT NOMINEE'S NAME. UNLESS AUTHORITY FOR ALL THE FOREGOING
NOMINEES IS WITHHELD, THIS PROXY WILL BE DEEMED TO CONFER AUTHORITY TO VOTE FOR
EVERY NOMINEE WHOSE NAME IS NOT STRUCK.

2. To ratify the appointment of Eisner & Lubin as Independent Certified
Public Accountants of the Corporation for the fiscal year ending September
1, 1996.
[ ] FOR or [ ] AGAINST or [ ] ABSTAIN FROM

3. To ratify and approve the Corporation's 1995 Director Stock Option
Plan
[ ] FOR or [ ] AGAINST or [ ] ABSTAIN FROM

4. In their discretion upon any other matters which may properly come
before such meeting.

THIS PROXY WILL BE VOTED AS SPECIFIED ABOVE.
THIS PROXY CONFERS AUTHORITY TO VOTE 'FOR' EACH PROPOSITION LISTED ABOVE UNLESS
OTHERWISE INDICATED.

(continued on reverse side)

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<PAGE>
IMPORTANT -- Please vote, sign and return this Proxy promptly, so that it will
arrive before the Annual Meeting on January 9, 1996.

Dated ______________________, 199[ ]

Signed _____________________________
SIGNATURE OF SHAREHOLDER

_______________________________
SIGNATURE OF SHAREHOLDER

SIGNATURE(S) SHOULD FOLLOW EXACTLY
THE NAME(S) ON THE STOCK CERTIFICATE.
EXECUTOR, ADMINISTRATOR, TRUSTEE, OR
GUARDIAN SHOULD SIGN AS SUCH. IF MORE
THAN ONE TRUSTEE, ALL SHOULD SIGN.
ALL JOINT OWNERS MUST SIGN.

THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS.

APPENDIX 3
CLASS B PROXY CARD

CONCORD FABRICS INC.
CLASS B PROXY -- ANNUAL MEETING OF STOCKHOLDERS -- JANUARY 9, 1996

The undersigned Stockholder(s) of Class B Common Stock of CONCORD FABRICS
INC. (the 'Corporation') hereby appoints Alvin Weinstein and David Weinstein, or
either of them, with full power of substitution and revocation to each, for any
in the name of the undersigned, with all the powers the undersigned would
possess if personally present, to vote the Class B Common Stock of the
undersigned in the Corporation at the meeting of its Stockholders to be held
January 9, 1996 and at any adjournment thereof, for the following matters:

1. To elect as Directors by Class A voting with the Class B Common
Stock, the Nominees listed below:
Alvin Weinstein Martin Wolfson Earl Kramer David Weinstein Fred Heller
[ ] FOR all the foregoing nominees [ ] WITHHOLD AUTHORITY to
vote for all the
foregoing nominees

2. To ratify the appointment of Eisner & Lubin as Independent Certified
Public Accountants of the Corporation for the fiscal year ending September
1, 1996.

[ ] FOR or [ ] AGAINST or [ ] ABSTAIN FROM

3. To ratify and approve the Corporation's 1995 Director Stock Option
Plan
[ ] FOR or [ ] AGAINST or [ ] ABSTAIN FROM

4. In their discretion upon any other matters which may properly come
before such meeting.

THIS PROXY WILL BE VOTED AS SPECIFIED ABOVE.

THIS PROXY CONFERS AUTHORITY TO VOTE 'FOR' EACH PROPOSITION LISTED ABOVE UNLESS
OTHERWISE INDICATED.

(continued on reverse side)

<PAGE>
<PAGE>
IMPORTANT -- Please vote, sign and return this Proxy promptly, so that it will
arrive before the Annual Meeting on January 9, 1996.

Dated _____________________, 199[ ]

Signed ____________________________
SIGNATURE OF SHAREHOLDER

____________________________
SIGNATURE OF SHAREHOLDER

SIGNATURE(S) SHOULD FOLLOW EXACTLY
THE NAME(S) ON THE STOCK
CERTIFICATE. EXECUTOR, ADMINISTRATOR,
TRUSTEE, OR GUARDIAN SHOULD SIGN AS
SUCH. IF MORE THAN ONE TRUSTEE, ALL
SHOULD SIGN. ALL JOINT OWNERS MUST
SIGN.

THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS.
<PAGE>