CROWN CRAFTS INC, DEF 14A, 1995-07-03

CROWN CRAFTS INC
DEF 14A, 1995-07-03
BROADWOVEN FABRIC MILLS, COTTON

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<PAGE> 1

SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

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:

<TABLE>
<S> <C>
/ / 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>

Crown Crafts, 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):

/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 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:

/X/ 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:
<PAGE> 2

CROWN CRAFTS, INC.
1600 RIVEREDGE PARKWAY, SUITE 200
ATLANTA, GEORGIA 30328

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Crown
Crafts, Inc., a Georgia corporation (the "Company") will be held August 8, 1995
at 10:00 a.m. at the Company's Calhoun, Georgia Distribution Center, 1093 Marine
Drive, Calhoun, Georgia 30701, for the following purposes:

1. To elect three directors for a one-year term of office, four
directors for a two-year term of office and three directors for a
three-year term of office and in the alternative, if PROPOSAL 4, below, is
not approved by the shareholders, to elect ten directors for one-year terms
of office;

2. To consider and vote upon an amendment to the Company's Articles of
Incorporation, as amended, which would increase the authorized shares of
common stock of the Company from 15,000,000 to 50,000,000;

3. To consider and vote upon an amendment to the Company's Articles of
Incorporation, as amended, which would authorize a new class of 10,000,000
preferred shares;

4. To consider and vote upon an amendment to the Company's Bylaws to
divide the Company's Board of Directors into three classes, to serve
staggered terms of office;

5. To consider and vote upon a proposal to adopt the Company's 1995
Stock Option Plan. A copy of the plan is included as Annex C to the Proxy
Statement;

6. To consider and act upon such other business as may properly come
before the meeting or any adjournment thereof.

The Proxy Statement dated July 3, 1995 is attached. Common Stock
shareholders of record on the books of the Company at the close of business on
June 23, 1995 are entitled to notice of and to vote at the meeting.

We hope you will be able to attend the meeting in person, but, if you
cannot be present, it is important that you sign, date and promptly return the
enclosed proxy in the enclosed postage-paid envelope in order that your vote may
be cast at the meeting.

By Order of the Board of Directors

Roger D. Chittum
Secretary

July 3, 1995
Atlanta, Georgia
<PAGE> 3

CROWN CRAFTS, INC.
1600 RIVEREDGE PARKWAY, SUITE 200
ATLANTA, GEORGIA 30328

PROXY STATEMENT

This statement is furnished in connection with the solicitation by the
Board of Directors of Crown Crafts, Inc. (the "Company") of proxies to be voted
at the annual meeting of shareholders of the Company (the "Annual Meeting") to
be held August 8, 1995 at 10:00 a.m. at the Company's Calhoun Distribution
Center, 1093 Marine Drive, Calhoun, Georgia 30701, and at any and all
adjournments or postponements of such meeting.

PROXY SOLICITATION

Any shareholder who executes and delivers a proxy has the right to revoke
the proxy at any time before it is voted. A proxy may be revoked by (i) filing
an instrument revoking the proxy with the Secretary of the Company, (ii)
executing a proxy bearing a later date, or (iii) by attending and voting at the
Annual Meeting. Properly executed proxies, timely returned, will be voted in
accordance with the choices made by the shareholder with respect to the
proposals listed thereon.

If a choice is not made with respect to any proposal, the proxy will be
voted "FOR" the election of directors as described under "PROPOSAL 1 -- ELECTION
OF DIRECTORS" below, "FOR" the approval of the amendments to the Company's
Articles of Incorporation as described under "PROPOSALS 2 and 3 -- AMENDMENT TO
ARTICLES OF INCORPORATION TO INCREASE AUTHORIZED COMMON STOCK AND TO AUTHORIZE A
NEW CLASS OF PREFERRED STOCK" below, "FOR" the approval of the amendment to the
Company's Bylaws as described under "PROPOSAL 4 -- AMENDMENT TO THE COMPANY'S
BYLAWS TO CLASSIFY THE COMPANY'S BOARD OF DIRECTORS" below, and "FOR" the
approval of the 1995 Stock Option Plan as described under "PROPOSAL
5 -- APPROVAL OF 1995 STOCK OPTION PLAN".

Directors are elected by a plurality of the votes cast by the shares
entitled to vote in the election at a meeting at which a quorum is present. The
amendments to the Company's Articles of Incorporation must be approved by the
affirmative vote of two-thirds of the outstanding Common Stock which are
entitled to vote at the Annual Meeting. The amendment to the Company's Bylaws
and the 1995 Stock Option Plan must be approved by the affirmative vote of the
holders of a majority of shares of outstanding Common Stock present, or
represented by proxy and entitled to vote in the matter.

Other than the matters set forth herein, management of the Company is not
aware of any matters that may come before the meeting. If any other business
should properly come before the meeting, the persons named in the enclosed proxy
will have the discretionary authority to vote the shares represented by the
effective proxies and intend to vote them in accordance with their best
judgment.

The cost of solicitation of proxies will be borne by the Company. In
addition to the solicitation of proxies by the use of the mails, the directors
and officers of the Company may solicit proxies on behalf of management by
telephone, telegram and personal interview. Such persons will receive no
additional compensation for their solicitation activities and will be reimbursed
only for their actual expenses in connection therewith. The Company will
authorize banks, brokerage houses and other custodians, nominees or fiduciaries
to forward copies of proxy material to the beneficial owners of shares or to
request authority for the execution of the proxies and will reimburse such
banks, brokerage houses and other custodians, nominees or fiduciaries for their
out-of-pocket expenses incurred in connection therewith. The Notice of the
Meeting, this Proxy Statement and the form of proxy were first mailed to
shareholders on or about July 3, 1995.

VOTING RIGHTS AND PRINCIPAL SHAREHOLDERS

At the close of business on June 23, 1995, the record date for determining
the shareholders entitled to notice of and to vote at the meeting, there were
8,576,059 shares of common stock, $1.00 par value, of the
<PAGE> 4

Company (the "Common Stock") outstanding. Each share of Common Stock is entitled
to one vote (noncumulative) on all matters presented for shareholder vote. The
presence in person or by proxy of the holders of a majority of the outstanding
Common Stock constitutes a quorum for the transaction of business.

Abstentions and broker non-votes are counted for purposes of determining
the presence or absence of a quorum for the transaction of business. Abstentions
and broker non-votes will have the same effect as a vote "AGAINST" in
tabulations on all matters presented for shareholder vote.

The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of June 1, 1995, by (i) each director of the
Company, (ii) the five most highly compensated executive officers, (iii) all
officers and directors as a group, and (iv) all persons known to the Company who
may be deemed beneficial owners of more than five percent (5%) of such
outstanding shares. Under the rules of the Securities and Exchange Commission, a
person is deemed to be a "beneficial owner" of a security if he or she has or
shares the power to vote or direct the voting of such security or the power to
dispose or to direct the disposition of such security. A person is also deemed
to be a beneficial owner of any securities of which that person has the right to
acquire beneficial ownership within 60 days. An asterisk indicates beneficial
ownership of less than one percent (1%).

<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF
NAME AND ADDRESS OF BENEFICIALLY OUTSTANDING
BENEFICIAL OWNER OWNED(1) SHARES(2)
- - ---------------------------------------------------------------- ---------------- ------------
<S> <C> <C>
Michael H. Bernstein............................................ 849,179(3) 9.8%
1600 RiverEdge Parkway
Suite 200
Atlanta, Georgia 30328
Philip Bernstein................................................ 538,705(4) 6.3%
21126 Escondido Way
Boca Raton, Florida 33433
E. Randall Chestnut............................................. -0- *
1600 RiverEdge Parkway
Suite 200
Atlanta, Georgia 30328
Roger D. Chittum................................................ 17,347(5) *
1600 RiverEdge Parkway
Suite 200
Atlanta, Georgia 30328
Paul A. Criscillis, Jr.......................................... 114,697(6) 1.3%
1600 RiverEdge Parkway
Suite 200
Atlanta, Georgia 30328
Patricia G. Knoll............................................... 42,655(7) *
Edmond Street
Calhoun, Georgia 30701
Rudolph J. Schmatz.............................................. 168,281(8) 1.9%
1600 RiverEdge Parkway
Suite 200
Atlanta, Georgia 30328
Jane E. Shivers................................................. 170 *
999 Peachtree Street,
Suite 1850
Atlanta, Georgia 30309
</TABLE>

2
<PAGE> 5

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

(1) Unless otherwise specified in the footnotes, the shareholder has sole
voting and dispositive power.
(2) The computation of percentage of ownership includes shares of Common Stock
which may be acquired within 60 days of the June 1, 1995 date of this table
by exercise of options.
(3) Includes 323,871 shares of Common Stock owned individually by Mr. Michael
H. Bernstein. Includes 14,882 shares held by Mr. Bernstein's spouse, 89,490
shares held by his adult daughter and 134,412 shares held by Mr. Bernstein
as custodian or trustee for his minor children, as to all of which he
disclaims beneficial ownership. Includes options for 117,499 shares of
Common Stock which are or will become exercisable by Mr. Bernstein within
the 60 day period following the June 1, 1995 date of this table. Includes
75,380 shares of Common Stock held in the Crown Crafts, Inc. Employee Stock
Ownership Plan and 93,645 held by the Bernstein Family Foundation, a
charitable foundation for which Messrs. Michael and Philip Bernstein act as
trustees.
(4) Includes 253,738 shares of Common Stock owned individually by Mr. Philip
Bernstein. Includes 185,000 shares owned by Mr. Bernstein's spouse, as to
which he disclaims beneficial ownership. Includes options for 4,166 shares
of Common Stock which are or will become exercisable by Mr. Bernstein
within the 60 day period following the June 1, 1995 date of this table.
Includes 2,156 shares of Common Stock in the Crown Crafts, Inc. Employee
Stock Ownership Plan and 93,645 held by the Bernstein Family Foundation, a
charitable foundation for which Messrs. Michael and Philip Bernstein act as
trustees.
(5) Includes 500 shares of Common Stock owned individually by Mr. Chittum.
Includes options for 16,666 shares which are or will become exercisable by
Mr. Chittum within the 60 day period following the June 1, 1995 date of
this table. Includes 181 shares of Common Stock in the Crown Crafts, Inc.
Employee Stock Ownership Plan.
(6) Includes 50,000 shares of Common Stock owned individually by Mr.
Criscillis. Includes options for 51,667 shares which are or will become
exercisable by Mr. Criscillis within the 60 day period following the June
1, 1995 date of this table. Includes 13,030 shares of Common Stock in the
Crown Crafts, Inc. Employee Stock Ownership Plan.
(7) Includes 5,065 shares of Common Stock owned individually by Ms. Knoll.
Includes options for 20,667 shares which are or will become exercisable by
Ms. Knoll within the 60 day period following the June 1, 1995 date of this
table. Includes 16,923 shares of Common Stock in the Crown Crafts, Inc.
Employee Stock Ownership Plan.
(8) Includes 58,632 shares of Common Stock owned by Mr. Schmatz individually,
5,600 held by Mr. Schmatz as trustee for his minor children and options for
60,000 shares which are or will become exercisable by Mr. Schmatz within
the 60 day period following the June 1, 1995 date of this table. Also
includes 44,049 shares held in the CrownCrafts, Inc. Employee Stock
Ownership Plan.
(9) Includes 5,500 shares of Common Stock owned by Mr. Swiren individually and
3,520 shares held by his spouse for which he disclaims beneficial
ownership.

3
<PAGE> 6

(10) Includes 36,260 shares of Common Stock owned by Mr. Toub individually and
4,400 shares held by Mr. Toub as custodian for his minor children for which
he disclaims beneficial ownership.
(11) See footnotes 3, 4, 5, 6, 7, 8, 9 and 10 above.
(12) Wachovia Bank of Georgia, N.A. is the owner of record as trustee and has
indicated that it has sole right to dispose of these shares, which are held
in accounts for approximately 1,300 participants in the Crown Crafts, Inc.
Employee Stock Ownership Plan. Plan participants have the right to vote all
shares held in their individual accounts. Shares as to which no voting
instructions are received from participants are voted by the Trustee in
accordance with instructions received from the Administrative Committee of
the Plan. The committee consists of Messrs. Philip Bernstein, Michael H.
Bernstein and Paul A. Criscillis, Jr., all of whom are executive officers
of the Company and Mr. Robert E. Schnelle, the Company's Treasurer.

Mr. Philip Bernstein is the father of Mr. Michael H. Bernstein.

PROPOSAL 1 -- ELECTION OF DIRECTORS

The Board of Directors currently consists of ten directors with terms of
office expiring on the date of this Annual Meeting. On May 13, 1995, the Board
of Directors voted to amend the Company's Bylaws by increasing the maximum
number of members of the Board to fifteen1 and, subject to shareholder approval
of PROPOSAL 4 -- "Amendment to the Company's Bylaws to Classify the Company's
Board of Directors", below, to divide the Board of Directors into three classes,
as nearly equal in size as possible. Each class will serve three years, with the
terms of office of the respective classes expiring in successive years.
Initially, the term of office of directors in Class I will expire at the 1996
Annual Meeting, the Class II term will expire at the 1997 Annual Meeting, and
the Class III term will expire at the 1998 Annual Meeting. The Board of
Directors propose that the nominees identified below be elected to the class and
for the term as set forth below and until the election and qualification of
their successors, as provided in the Bylaws of the Company.

In the alternative and in the event PROPOSAL 4 -- "Amendment of the
Company's Bylaws to Classify the Company's Board of Directors", below, is not
approved by the shareholders, the Board of Directors propose that all of the
nominees described below be elected to a one-year term and until the election
and qualification of their successors, as provided in the Bylaws of the Company.
The proxyholders intend to vote "FOR" the election of the individuals named
below, each of whom is currently a director of the Company, unless authority is
specifically withheld in the proxy.

While it is not anticipated, in the event any nominee is not a candidate or
is unable to serve as a director at the time of the election, the proxies will
be voted for the nominee designated by the present Board of Directors to fill
such vacancy.

The name and age of each of the nominees, his or her principal occupation
(including positions and offices with the Company) and the period during which
he or she has served as a director are set forth below.

NOMINEES FOR DIRECTOR

NOMINEES FOR CLASS I

<TABLE>
<CAPTION>
NAME AGE POSITION WITH COMPANY SINCE
- - ---------------------------------------- --- ---------------------------------------- -----
<S> <C> <C> <C>
Philip Bernstein........................ 88 Chairman of the Board 1968
Rudolph J. Schmatz...................... 57 Vice President, Sales and Marketing 1976
Director 1976
Jane E. Shivers......................... 52 Director 1994
</TABLE>

- - ---------------
(1) Prior to May 13, 1995, the Company's Bylaws provided that the number of
directors shall be not less than three nor more than ten, as determined
from time to time by the Board. On May 13, 1995, the Board of Directors
amended the Company's Bylaws by increasing the maximum number of directors
to fifteen. At the present time, the vacancies created by this increase
have not been filled nor is there an intention to increase the number of
directors above the current level of ten.

4
<PAGE> 7

NOMINEES FOR CLASS II

<TABLE>
<CAPTION>
NAME AGE POSITION WITH COMPANY SINCE
- - ---------------------------------------- --- ---------------------------------------- -----
<S> <C> <C> <C>
E. Randall Chestnut..................... 47 Vice President, Corporate Development 1995
Director 1995
Roger D. Chittum........................ 56 Vice President, Law and Administration,
Secretary 1993
Director 1992
Patricia G. Knoll....................... 43 Vice President, Manufacturing 1994
Director 1994
Alfred M. Swiren........................ 78 Director 1977
</TABLE>

NOMINEES FOR CLASS III

<TABLE>
<CAPTION>
NAME AGE POSITION WITH COMPANY SINCE
- - ---------------------------------------- --- ---------------------------------------- -----
<S> <C> <C> <C>
Michael H. Bernstein.................... 52 President and Chief Executive Officer 1976
Director 1976
Paul A. Criscillis, Jr. ................ 46 Vice President, Chief Financial Officer 1985
Director 1985
Richard N. Toub......................... 52 Director 1986
</TABLE>

NOMINEES

Michael H. Bernstein joined the Company in 1972 in an executive capacity.
He has served on the Board of Directors and as President and Chief Executive
Officer since 1976.

Philip Bernstein has been employed by the Company since 1961. Mr. Bernstein
currently serves as Chairman of the Board and has held that position since 1968.

E. Randall Chestnut joined the Company in February 1995 as Vice President,
Corporate Development. He was also elected to the Board of Directors in February
1995. Prior to joining the Company, Mr. Chestnut was from December 1988 to
January 1995 President of Beacon Manufacturing Company, a producer of adult and
infant blankets. From 1990 to December 1994, Mr. Chestnut also served as Vice
Chairman of Wiscassett Mills Company, a yarn manufacturer.

Roger D. Chittum has served as a director of the Company since 1992. From
1973 to 1983, Mr. Chittum was an officer of Tosco Corporation where his
responsibilities included at various times mineral land development, technology
licensing, government relations, environmental affairs and other executive
functions. Mr. Chittum was a principal in the law firm of Rosenberg, Chittum,
Mendlin & Hecht and predecessor law firms in Los Angeles, California, from 1984
to 1993. He joined the Company as Vice President, Law and Administration and
Secretary in October 1993.

Paul A. Criscillis, Jr. has served as a director and as Vice President,
Chief Financial Officer since 1985, and was Secretary of the Company from 1991
to October 1993. Prior to joining the Company, Mr. Criscillis was a partner with
the public accounting firm of Deloitte & Touche.

Patricia G. Knoll has been associated with the Company since 1972. Prior to
her election as Vice President, Manufacturing, in July, 1994, Ms. Knoll held
numerous positions in the Company, including her most recent position as Georgia
Manufacturing Manager. Ms. Knoll was elected to the Board of Directors in
November 1994.

Rudolph J. Schmatz has served as a director of the Company since 1976. Mr.
Schmatz joined the Company in 1976 as Vice President, Administration. He held
that position until 1985 when he was elected to his current position of Vice
President, Sales and Marketing.

5
<PAGE> 8

Jane E. Shivers was elected to the Board of Directors in November 1994.
Since 1985, Ms. Shivers has served as Executive Vice President of Ketchum Public
Relations and Director of its Atlanta office.

Alfred M. Swiren has served as a director of the Company since 1977. He is
a practicing attorney and a member of the Florida and Massachusetts bars. Mr.
Swiren formerly served as Senior Vice President of Jefferson Stores, Inc.,
Miami, Florida.

Richard N. Toub is a United States attorney practicing in London, England,
as an international lawyer and business advisor. He was elected to the Board of
Directors in 1986.

The Company's Board of Directors met three times during the fiscal year
ended April 2, 1995. All of the Company's directors were in attendance at each
Board meeting, and each director attended each meeting of the committees of
which he or she was a member. Management communicates with the members of the
Board throughout the year. In addition, the Board of Directors took action by
unanimous written consent twenty times during the same time period.

Messrs. Alfred M. Swiren and Richard N. Toub serve on both the Audit
Committee and Compensation Committee. In addition, Ms. Shivers was appointed to
the Audit Committee and Compensation Committee in February 1995. Each committee
met once during fiscal 1995 and the Compensation Committee also took action by
unanimous written consent eleven times during that same time period. The Board
of Directors has no standing nominating committee.

A vote of a plurality of the shares of Common Stock represented at the
meeting will be required to elect the Directors of the Company.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF THE
TEN PERSONS NAMED ABOVE.

The executive officers of the Company are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- - ----------------------- ---- ----------------------------------------
<S> <C> <C>
Michael H. Bernstein... 52 President and Chief Executive Officer
Philip Bernstein....... 88 Chairman of the Board of Directors
E. Randall Chestnut.... 47 Vice President, Corporate Development
Roger D. Chittum....... 56 Vice President, Law and Administration
Paul A. Criscillis, Jr. 46 Vice President, Chief Financial Officer
Patricia G. Knoll...... 43 Vice President, Manufacturing
Rudolph J. Schmatz..... 57 Vice President, Sales and Marketing
</TABLE>

The officers of the Company serve at the pleasure of the Board of
Directors.

Michael H. Bernstein joined the Company in 1972 in an executive capacity.
He has served on the Board of Directors and as President and Chief Executive
Officer since 1976.

Philip Bernstein has been employed by the Company since 1961. Mr. Bernstein
currently serves as Chairman of the Board and has held that position since 1968.

6
<PAGE> 9

firms in, Los Angeles, California, from 1984 to 1993. He joined the Company as
Vice President, Law and Administration and Secretary in October 1993.

7
<PAGE> 10

EXECUTIVE COMPENSATION

The following tables and narrative text discuss the Compensation paid
during the fiscal year ended April 2, 1995 and the two (2) prior fiscal years to
the Company's Chief Executive Officer and the Company's four other most highly
compensated executive officers (with annual salary and bonus in excess of
$100,000).

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION ------------
--------------------- AWARDS/ ALL OTHER
FISCAL SALARY BONUS OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) (#) ($)
- - ----------------------------------- ------ -------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
M.H. Bernstein..................... 1995 $235,000 $725,000 50,000 $ 3,504(1)
President and Chief Executive 1994 $239,519 $497,411 70,000 $ 5,269(1)
Officer 1993 $228,942 $318,125 50,000 $ 4,808(1)
R.D. Chittum....................... 1995 $148,000 $218,600 37,000 $ 3,060(1)
Vice President, Law and 1994 $ 74,000 $ 70,612 35,000 $ 29,162(3)
Administration(2)
P.A. Criscillis, Jr................ 1995 $ 85,385 $125,385 12,500 $ 3,250(1)
Vice President and Chief 1994 $ 77,500 $ 74,301 35,000 $ 2,131(1)
Financial Officer(4) 1993 $125,962 $ 95,438 25,000 $ 4,565(1)
P.G. Knoll......................... 1995 $106,008 $167,008 25,000 $ 3,504(1)
Vice President, Manufacturing(5) 1994 $ 95,975 $ -0- 15,000 $ 2,414(1)
1993 $105,783 $ -0- 8,000 $ 2,440(1)
R.J. Schmatz....................... 1995 $148,000 $232,000 25,000 $ 3,441(1)
Vice President, Sales and 1994 $150,846 $141,223 35,000 $ 2,870(1)
Marketing 1993 $143,962 $ 95,438 25,000 $ 4,747(1)
</TABLE>

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

(1) Represents Company contributions to the Crown Crafts, Inc. Employee Stock
Ownership Plan.
(2) Mr. Chittum was employed by the Company effective October 1, 1993.
(3) Includes legal fees of $28,162 and director's fees of $1,000 paid to Mr.
Chittum for services rendered prior to his employment with the Company.
(4) Mr. Criscillis took an unpaid sabbatical leave of absence from November 1,
1993 to September 6, 1994.
(5) Ms. Knoll became Vice President of Manufacturing effective July 11, 1994,
prior to that time she was Georgia Manufacturing Manager. Ms. Knoll took an
unpaid sabbatical leave of absence from February 7, 1994 to July 11, 1994.

8
<PAGE> 11

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth certain information with respect to stock
options granted to the Company's executive officers during the fiscal year ended
April 2, 1995, including the potential realizable value of such options at
assumed annual rates of stock appreciation 5% and 10% for the term of the
options.

<TABLE>
<CAPTION>
POTENTIAL
INDIVIDUAL GRANTS (1) REALIZABLE
------------------------------------------------------ VALUE AT ASSUMED
ANNUAL RATES
NUMBER OF % OF OF STOCK PRICE
SECURITIES OPTIONS APPRECIATION FOR
UNDERLYING TO OPTION TERM (2)
OPTIONS EMPLOYEE EXERCISE OR EXPIRATION ---------------------
NAME GRANTED(#) IN FY BASE PRICE DATE 5% 10%
- - ------------------------------- ------------- -------- ----------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
M.H. Bernstein................. 22,500 4.2% $ 14.63 7-29-99 $ 90,914 $200,896
27,500 5.1% $ 14.75 8-23-99 $112,067 $247,638
R.D. Chittum................... 15,000 2.8% $ 14.63 7-29-99 $ 60,609 $133,931
10,000 1.9% $ 14.75 8-23-99 $ 40,752 $ 90,050
12,000 2.2% $ 15.13 12-15-99 $ 50,145 $110,808
P.A. Criscillis, Jr............ 12,500 2.3% $ 14.75 8-23-99 $ 50,939 $112,563
P.G. Knoll..................... 15,000 2.8% $ 14.63 7-29-99 $ 60,609 $133,931
10,000 1.9% $ 14.75 8-23-99 $ 40,752 $ 90,050
R.J. Schmatz................... 15,000 2.8% $ 14.63 7-29-99 $ 60,609 $133,931
10,000 1.9% $ 14.75 8-23-99 $ 40,752 $ 90,050
</TABLE>

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

(1) All options granted to the named executive officers were granted pursuant to
the Company's 1976 Non-Qualified Stock Option Plan. Each such option
becomes exercisable in three equal portions commencing with the first
anniversary of the grant date. Each such option includes a "limited stock
appreciation right" ("LSAR") with respect to an equal number of shares. The
option and the LSAR become immediately exercisable upon a change in control
of the Company. Each such option expires on the fifth anniversary of its
grant date.
(2) The assumed rates of growth are set by the Securities Exchange Commission
for illustration purposes only and are not intended to forecast the future
stock prices.

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

The following table sets forth certain information with respect to stock
options exercised by the Company's executive officers during the fiscal year
ended April 2, 1995, and options held by such officers, whether exercisable or
unexercisable, at April 2, 1995.

<TABLE>
<CAPTION>
VALUE OF UNEXERCISED-
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FY-END(#) AT FY-END($)(2)
SHARES ---------------------- ----------------------
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED($)(1) UNEXERCISABLE UNEXERCISABLE
- - ------------------------------- ----------- -------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
M.H. Bernstein................. 20,000 $ 87,500 76,665/113,335 $220,830/$269,482
R.D. Chittum................... 0 $ 0 11,666/60,334 $ 6,250/$ 93,125
P.A. Criscillis, Jr............ 5,000 $ 15,000 34,999/44,168 $ 93,749/$105,211
P.G. Knoll..................... 0 $ 0 9,666/37,668 $ 27,166/$ 87,794
R. J. Schmatz.................. 10,000 $ 43,750 38,332/56,668 $110,414/$112,711
</TABLE>

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

(1) Value Realized is equal to the difference between the market price on the
date of exercise and the exercise price which is equal to the closing price
on the date of grant.

9
<PAGE> 12

(2) Value is equal to the difference between the April 2, 1995, closing price of
the Company's common stock ($17.00) and the exercise price, which is equal
to the closing price on the date of grant.

PERFORMANCE GRAPH

Set forth below is a graph which compares the value of $100 invested at the
close of trading on the last trading day preceding the first day of the fifth
preceding fiscal year, in each of three investment alternatives: (a) the
Company's Common Stock, the S&P 500, and (c) a Peer Group consisting of four
publicly-traded corporations (including the Company) that are engaged
principally in the manufacture and sale of home furnishing textile products. The
graph assumes all dividends were re-invested. The corporations included in the
Peer Group are Crown Crafts, Inc., Fieldcrest Cannon, Inc., Springs Industries,
Inc., and Thomaston Mills, Inc. Although Frenchtex, Inc. was included in the
peer group in prior years, it has been excluded this year because it was
delisted from an exchange in April 1993 and no performance information has since
been available.

<TABLE>
<CAPTION>
Measurement Period CROWN CRAFTS S&P 500 IN-
(Fiscal Year Covered) INC DEX PEER GROUP
<S> <C> <C> <C>
MAR 1990 100 100 100
MAR 1991 119.13 114.41 78.66
MAR 1992 135.31 127.05 115.56
MAR 1993 143.92 146.39 144.78
MAR 1994 164.77 148.55 135.52
MAR 1995 150.47 171.68 131.75
</TABLE>

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

This total return to shareholder model assumes reinvested dividends.
Prepared by Standard & Poor's Compustat, a division of The McGraw-Hill Companies
May 16, 1995

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

This report of the Compensation Committee of the Board of Directors of the
Company sets forth the Committee's compensation policies applicable to the Chief
Executive Officer and the other four most highly compensated executive officers
as well as other executive officers of the Company, including the specific
relationship of corporate performance to executive compensation, with respect to
compensation reported in this proxy statement for fiscal 1995.

10
<PAGE> 13

The Compensation Committee is currently composed of the three nonemployee
directors of the Company, Ms. Jane E. Shivers, Mr. Alfred M. Swiren and Mr.
Richard N. Toub. No member of the Compensation Committee has ever been an
employee of the Company or any of its subsidiaries nor are they eligible to
participate in any of the compensation plans that the Committee administers.
However, they will be eligible to participate in the 1995 Stock Option Plan, if
approved by shareholders. (See "Award of Options to Nonemployee Directors" under
PROPOSAL 5 -- "1995 Stock Option Plan", below) The Compensation Committee has
overall responsibility to review, monitor and recommend compensation plans to
the Board of Directors for approval. In reviewing and approving executive
compensation for key executives other than Mr. Michael H. Bernstein, the
Committee reviews recommendations from Mr. Bernstein. Mr. Bernstein's
compensation is determined by the Committee.

POLICY AND OBJECTIVES

The fundamental philosophy of the compensation program of the Company is to
motivate executive officers to achieve short-term and long-term goals through
incentive-based compensation and to provide competitive levels of compensation
that will enable the Company to attract and retain qualified executives.

The Company's executive compensation program consists primarily of three
components. Of the three, only base salary is fixed. The other two components
are incentive-based. The Executive Incentive Bonus Plan ("EIBP") provides
short-term incentives based upon the Company's annual operating results while
the Company's Stock Option Plan provides long-term incentives.

A key objective of the Compensation Committee is to assure that the
Company's executives' total compensation is competitive. To this end, the
Company receives and reviews executive compensation surveys and provides this
information to the Committee. These surveys confirm, that the total compensation
of the Company's executives was about average when compared with equivalent jobs
with industrial employers of comparable size.

SHORT-TERM COMPENSATION

Base Salary

The Committee sets the base salary for each executive officer, including
the President and Chief Executive Officer, at amounts below the average base
salary for equivalent jobs with other industrial employers. Although base salary
is reviewed annually by the Committee, adjustments are infrequent. The Committee
believes this policy is consistent with the overall Company philosophy as set
forth above.

Short-term Incentives

The Company's EIBP provides the Company's executive officers with an
opportunity for significant short-term incentive compensation based upon the
Company's operating results for the fiscal year. The maximum amounts potentially
realizable by the eligible executive officers are well above median bonuses
applicable to equivalent jobs with other industrial employers.

Under the EIBP, the Committee meets annually to set goals and establish
formulae, based upon numerous factors including the Company's projected
operating results. The formulae are generally progressive, meaning that lower
levels of profitability by the Company result in a lower proportion of incentive
compensation to pretax income than do higher levels of profitability. The
Committee has reserved the right to alter the formulae at any time to reflect
changing conditions.

The total short-term compensation which includes base salary and bonuses
under the EIBP provides the executive officers of the Company compensation
similar to other equivalent jobs with other industrial employers at moderate
levels of corporate financial performance.

11
<PAGE> 14

LONG-TERM COMPENSATION

The Company's compensation program includes long-term compensation in the
form of periodic grants of stock options. The granting of stock options is
designed to link the interests of the executives with those of the shareholders
as well as to retain key executives. Stock option grants provide an incentive
that focuses the executives' attention on managing the Company from the
perspective of an owner with an equity stake in the business. Stock options are
tied to the future performance of the Company's stock and will provide value
only if the price of the Company's stock increases after the stock option
becomes exercisable and before the stock option expires.

Long-term compensation is offered only to those key employees who can make
an impact on the Company's long-term performance.

COMPENSATION PAID TO THE CHIEF EXECUTIVE OFFICER

The Compensation Committee meets annually to evaluate the performance of
the Chief Executive Officer. The compensation paid in fiscal 1995 to Mr. Michael
H. Bernstein, the Company's Chief Executive Officer, was based on the factors
generally applicable to compensation paid to executives of the Company as
described in this Report.

In reviewing Mr. Bernstein's short-term compensation, the Committee reviews
and considers Mr. Bernstein's recent performance, his achievements in prior
years, his achievement of specific short-term goals and the Company's
performance in that fiscal year. Mr. Bernstein's base salary and bonus for
fiscal 1995 were approved based on this review process.

Additionally, Mr. Bernstein's long-term compensation was determined by
considering such factors as the overall long-term goals of the Company,
performance trends, potential stock appreciation and actual performance taking
into consideration factors and conditions which affected that performance, both
positively and negatively.

TAX COMPLIANCE POLICY

Certain provisions of the federal tax laws enacted in 1993 limit the
deductibility of certain compensation for the Chief Executive Officer and the
additional four executive officers who are highest paid and employed at year end
to $1 million per year each. This provision had no effect on the Company in
fiscal 1995 since no officer of the Company received as much as $1 million in
applicable remuneration. Nonetheless, the Committee has discussed, but has not
decided how, the issue of tax deductibility should affect its compensation
decisions for executive officers in the future in light of its policy to
maintain a compensation program which will enable the Company to attract and
retain qualified executives while maximizing the creation of long-term
shareholder value.

Respectfully submitted:

Jane E. Shivers*
Alfred M. Swiren
Richard N. Toub

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

* Ms. Shivers became a member of the Compensation Committee in February, 1995.

CASH COMPENSATION OF DIRECTORS

For the fiscal year ending April 2, 1995, no employee director of the
Company was paid additional compensation as a member of the Board of Directors.
Each nonemployee director of the Company is paid

12
<PAGE> 15

$1,000 for each meeting attended and is reimbursed for all expenses they incur
in connection with their service on the Board of Directors. No additional
compensation is paid for committee service.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee consists of Ms. Shivers and Messrs. Swiren and
Toub. Mr. Toub is an attorney who has provided services to the Company in the
past. Mr. Toub provided such services during fiscal 1995 for which he was paid
$2,360. The Company expects he will continue to provide such services during
fiscal 1996.

COMPLIANCE WITH SECTION 16(A) OF THE ACT

Based upon a review of Forms 3 and 4 and amendments thereto furnished to
the Company during fiscal 1995 and Forms 5 and amendments thereto with respect
to fiscal 1995, to the best of the Company's knowledge, no other reports were
required during the fiscal year ended April 2, 1995 and all filing requirements
applicable to directors, officers or ten percent (10%) shareholders of the
Company required by Section 16(a) of the Securities Exchange Act of 1934 were
filed on a timely basis except that Mr. Lance A. Solaroli reported information
to correct his inadvertent failure to report ownership of 4,100 shares of Common
Stock on his Form 3.

RELATED TRANSACTIONS

On February 29, 1994, the Company provided a bridge loan to Mr. Roger D.
Chittum in the principal amount of $225,000 with interest thereon at a rate of
6% per annum in connection with his relocation from Los Angeles, California to
Atlanta, Georgia. The loan was collateralized by Mr. Chittum's Los Angeles home
and was repaid out of the proceeds of the sale of this home on July 22, 1994.

PROPOSALS 2 AND 3 -- APPROVAL OF AMENDMENT TO ARTICLES OF
INCORPORATION TO INCREASE AUTHORIZED COMMON STOCK AND TO AUTHORIZE
A NEW CLASS OF PREFERRED STOCK

On May 13, 1995, the Board of Directors of the Company adopted a resolution
unanimously approving, and recommending to the Company's shareholders for their
approval, amendments to the Company's Articles of Incorporation to provide for
an increase to 50,000,000 the number of authorized shares of Common Stock, $1.00
par value, in one or more series with voting rights, if any, as determined by
the Board of Directors, and the creation of a new class of 10,000,000 shares of
Preferred Stock, with such rights and preferences as are determined by the Board
of Directors from time to time. The text of the proposed amendment is attached
hereto as Annex A.

The authorized capital stock of the Company currently consists of
15,000,000 shares of Common Stock, $1.00 par value per share, of which 8,576,059
were issued and outstanding as of June 15, 1995 and 135,842 were reserved for
issuance under the Company's 1976 Stock Option Plan.

The Company currently has no plans to issue or to reserve for use any of
the proposed new shares. The newly authorized shares would be available for use
for any proper corporate purpose as may be determined from time to time by the
Board of Directors in the exercise of its judgment as to the best interests of
the Company and its shareholders. Authorization of the shares at this time is
proposed in order to enable the Company to use them in the future without the
delay and expense of special meetings of shareholders for each specific use.
Following shareholder approval, the Board of Directors could issue the newly
authorized shares without further action by shareholders, except for the
requirement of the New York Stock Exchange that shareholder approval be obtained
for certain issuances of additional shares of Common Stock in excess of 20% of
the number of Common shares then outstanding.

The new class of Preferred Stock will have such designations, preferences,
conversion rights, cumulative, relative, participating, optional or other
rights, including voting rights, qualifications, limitations or restrictions

13
<PAGE> 16

thereof (collectively, the "Limitations and Restrictions") as are determined by
the Board of Directors. Thus, if this Proposal is adopted, the Board of
Directors will be authorized to create and issue up to 10,000,000 shares of
Preferred Stock in one or more series with such Limitations and Restrictions as
may be determined in the Board's sole discretion, with no further action by the
shareholders.

Future corporate purposes might include a public offering or private
placement of Common Stock and/or Preferred Stock in exchange for cash to be used
for working capital, the construction or acquisition of capital assets, and/or
business acquisitions. Such stock could be issued, alone or in combination with
cash or other consideration, to acquire other companies or their businesses and
assets. Other potential uses of the new shares include implementation and
continuation of employee benefit plans (including the 1995 Stock Option Plan
described in Proposal 5), the granting of options, warrants or other rights to
acquire such stock in connection with employee benefit plans, business
acquisitions, or otherwise. The newly authorized stock might also be used to pay
stock dividends and to effect stock splits.

The issuance of newly authorized Common or Preferred Stock could have a
dilutive effect on the voting power of existing holders of Common Stock and/or
on earnings per share of outstanding Common Stock. Some of the uses to which the
newly authorized shares might be put could discourage or make more difficult
attempts to obtain control of the Company by means of merger, tender offer,
proxy contest, or other means. Such shares could be used to create voting or
other impediments and could be privately placed with purchasers favorable to the
incumbent Board of Directors in opposing takeover attempts. The Board of
Directors could authorize holders of a series of Common or Preferred Stock to
vote either separately as a class or with the holders of the Company's currently
outstanding Common Stock on any merger, sale or exchange of assets by the
Company or any other extraordinary corporate transaction. The Company could use
the additional authorized shares as a basis for the issuance to existing
shareholders of rights to acquire additional shares at prices lower than the
prices paid by persons acquiring control of the Company in the event of a
takeover not approved by the Board of Directors. The mere existence of the
additional authorized shares could have the effect of discouraging unsolicited
takeover attempts.

Approval of the amendments to the Company's Articles of Incorporation
requires the affirmative vote of two-thirds of the outstanding shares of Common
Stock which are entitled to vote at the Annual Meeting. Unless otherwise
specified, the proxy holders designated in the proxy will vote the shares
covered thereby at the Annual Meeting "FOR" the approval of each of the
amendments.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE AMENDMENT TO THE
ARTICLES OF INCORPORATION: TO INCREASE THE NUMBER OF AUTHORIZED COMMON STOCK TO
50,000,000 SHARES, AND TO AUTHORIZE A NEW CLASS OF 10,000,000 SHARES OF
PREFERRED STOCK.

PROPOSAL 4 -- APPROVAL OF THE AMENDMENT TO THE COMPANY'S BYLAWS TO
CLASSIFY THE COMPANY'S BOARD OF DIRECTORS

On May 13, 1995 the Board of Directors of the Company adopted a resolution
unanimously approving and recommending to the Company's shareholders for their
approval an amendment to the Company's Bylaws that would divide the Board into
three classes with staggered terms. The text of the proposed amendment is
attached hereto as Annex B.

The Board of Directors recommends that the Bylaws be amended to divide the
Board into three classes, as nearly equal in size as possible. After a start-up
period during which two classes will be elected for one-year and two-year terms,
the term of office of the directors of each class shall expire at the third
annual meeting after their election. This proposal is intended to provide
continuity of management and policies and to encourage anyone seeking control of
the Company to negotiate with management to reach terms acceptable to the Board.
Adoption of this proposal will make it more difficult to change the composition
of the Board. The Bylaws currently require that the entire Board be subject to
election each year so it would take only one year for the Board to be replaced.
Following adoption of the proposal, at least two annual meetings, or a special

14
<PAGE> 17

meeting called for the purpose of removing the directors, would be required to
effect a change in control of the Board of Directors.

While the Board believes that the proposed amendment to the Bylaws should
be adopted for the reasons set forth above, the Board is aware that the proposed
amendment may tend to deter any unfriendly tender offers or other efforts to
gain control of the Company and thereby deprive shareholders of opportunities to
sell shares at higher than market prices. Dividing the Board into three classes
with staggered terms will make it more difficult for shareholders to change a
majority of current directors. These provisions are effective without regard to
whether a change in control has occurred or is occurring and therefore may also
have the effect of preventing shareholders from replacing directors for reasons
unrelated to the control of the Company. The Company is not aware, however, of
any effort to accumulate its securities or to gain control of it at this time,
and the proposal is not being adopted in order to block any such effort.

If the shareholders approve the amendment to the Bylaws to classify the
Board of Directors, then the directors elected at this Annual Meeting shall have
the terms of office as described in Proposal 1 -- "Election of Directors" above.

Approval of the amendment to the Company's Bylaws requires the affirmative
vote of a majority of the outstanding shares of Common Stock which are entitled
to vote at the Annual Meeting. Unless otherwise specified, the proxy holders
designated in the proxy will vote the shares covered thereby at the Annual
Meeting "FOR" the approval of the amendment.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE AMENDMENT TO THE
BYLAWS: TO CLASSIFY THE COMPANY'S BOARD OF DIRECTORS

PROPOSAL 5 -- APPROVAL OF THE 1995 STOCK OPTION PLAN

On May 13, 1995, the Board of Directors of the Company (the "Board")
adopted the 1995 Stock Option Plan (the "Plan"), subject to approval by the
shareholders of the Company. A copy of the Plan is attached as Annex C. The Plan
is intended to replace the 1976 Crown Crafts, Inc. Non-Qualified Stock Option
Plan (the "1976 Plan"). The Board may grant additional options under the 1976
Plan through August 30, 1998 to the extent of shares previously authorized. The
1976 Plan will continue to govern all options issued under it until they are
exercised or expire.

The new Plan generally allows for greater flexibility in structuring option
grants than is permitted under the 1976 Plan. The Plan provides for grants of
both incentive stock options intended to qualify under Section 422 of the
Internal Revenue Code ("Incentive Stock Options") and nonstatutory stock options
("Nonstatutory Stock Options"), whereas the 1976 Plan permits only grants of
Nonstatutory Stock Options. The Plan also allows for automatic grants of
Nonstatutory Stock Options to nonemployee directors of the Company, who are not
eligible to receive options under the 1976 Plan. The provisions of the new Plan
are summarized below.

GENERAL

The purpose of the Plan is to advance the interests of the Company and its
shareholders by affording selected employees and nonemployee directors an
opportunity to acquire or increase their proprietary interests in the Company
through the exercise of options to purchase Common Stock ("Options"). Options
granted to employees may be either Incentive Stock Options or Nonstatutory Stock
Options. All options granted to nonemployee directors will be Nonstatutory Stock
Options. The Company estimates that approximately 90 individuals will be
eligible to participate in the Plan.

SHARES AVAILABLE UNDER THE PLAN

Subject to adjustment as provided under the Plan, the maximum number of
shares of Common Stock that may be issued and sold pursuant to the exercise of
Options under the Plan, in the aggregate or to any one

15
<PAGE> 18

employee, is 1,500,000 shares. Shares issued under the Plan may be either
authorized but unissued shares or shares issued and reacquired by the Company.

ADMINISTRATION

The Plan will be administered by a committee of members of the Board (the
"Committee"). For purposes of grants of Options to officers and directors of the
Company subject to Section 16 of the Exchange Act, the Committee must consist
solely of nonemployee directors. For purposes of grants of Options to other
employees, the Committee may delegate its authority under the Plan to any member
or members of the Board.

ELIGIBILITY

Key employees of the Company and its subsidiaries may be selected by the
Committee to receive Options under the Plan. In addition, nonemployee directors
of the Company will be eligible for nondiscretionary grants of Options as
described below under the heading "Awards of Options to Nonemployee Directors."

AWARDS OF OPTIONS TO EMPLOYEES

Subject to the terms of the Plan, the Committee will have the discretion to
determine which employees will receive Options, the number of shares subject to
each Option and the other terms and conditions of each Option. Each Option
granted to an employee will be evidenced by a written stock option agreement
setting forth the terms of the Option.

The per share Option price of an Incentive Stock Option must be equal to or
greater than the fair market value of the Stock on the date the Option is
granted. The per share Option price of a Nonstatutory Stock Option may be less
than the fair market value of the Stock on the date the Option is granted.

The period during which an Option may be exercised will be determined by
the Committee, but an Incentive Stock Option may not be exercisable more than 10
years from the date of grant (5 years in the case of an Option granted to an
employee considered to own more than 10 percent of the voting stock of the
Company). The Committee may provide that an Option shall become exercisable in
installments and further condition an Optionee's right to exercise all or a
portion of the Option. Unless otherwise provided in the stock option agreement,
an Option will become immediately exercisable in full upon a Change in Control
of the Company (as defined in the Plan).

If an optionee terminates employment with the Company or a subsidiary for
any reason, other than death or disability, the unexercised portion of the
Option will immediately terminate unless the Committee provides in the stock
option agreement that the Option will remain exercisable after such termination
(but only to the extent of the number of shares with respect to which the Option
was exercisable at the date of termination). A stock option agreement may not
provide for the extension of an Option beyond the earlier of the expiration date
specified in the agreement or 90 days beyond the date of termination.

If an employee dies or becomes disabled while employed by the Company, the
Option will become immediately exercisable in full (unless otherwise specified
in the stock option agreement) and may be exercised within 1 year following the
date of the optionee's death or disability, or any shorter period specified in
the stock option agreement.

Options may be exercised by payment of the Option price in cash, by
delivery of nonforfeitable shares of Stock owned by the optionee for at least 6
months and having a fair market value at the time of exercise equal to the
Option price, or a combination of cash and shares of Stock.

Except as expressly authorized by the Committee, an Option may not be
transferred by an employee other than by will or the laws of descent and
distribution.

16
<PAGE> 19

AWARDS OF OPTIONS TO NONEMPLOYEE DIRECTORS

If the Plan is approved by the shareholders, each individual who is serving
as a director on the first business day following the 1995 annual meeting and
who is not an employee of the Company will be granted an option to purchase
2,000 shares of Stock. On the first business day following each subsequent
annual meeting date, an Option to purchase an additional 2,000 shares of Stock
will be granted automatically to each person serving as a nonemployee director.
Nonemployee directors are not eligible to receive any other awards under the
Plan.

The Option price per share for each Option granted to a nonemployee
director will be equal to the fair market value of the Stock on the date of
grant. Each such Option will first become exercisable with respect to one-third
of the shares subject to the Option on each of the first three anniversaries of
the date of grant and will expire on the fifth anniversary of the date of grant.
However, in the event of a Change in Control of the Company, the Option will
become immediately exercisable in full.

If a nonemployee director terminates membership on the Board for any
reason, an Option held by the director on the date of termination may be
exercised only to the extent that the Option was exercisable on the date of such
termination and will expire on the earlier of the expiration of the period of
exercisability stated in the Option or 90 days beyond the date of the
nonemployee director's termination of service on the Board.

Option rights may be exercised by a nonemployee director by payment of the
Option price in cash, shares of Common Stock previously owned by the director
for at least 6 months, or a combination of both.

No Option may be transferred by a nonemployee director other than by will
or the laws of descent and distribution.

LSARS

Each Option granted to a nonemployee director and, unless otherwise
determined by the Committee, each Option granted to an employee will include a
limited stock appreciation right ("LSAR") relating to the number of shares of
Stock subject to the Option. An LSAR will be exercisable only upon a Change in
Control of the Company (as defined in the Plan).

For each share of Stock with respect to which an LSAR is exercised, an
optionee will be entitled to a cash payment from the Company equal to the
difference between the Option price per share and the greater of the highest
price per share of Stock paid in the Change of Control and the highest market
price of a share of Stock during the 60-day period immediately preceding the
Change in Control. The exercise of an LSAR with respect to a number of shares of
Stock will result in the cancellation of the related Option with respect to that
number of shares, and the exercise, termination or cancellation of an Option
with respect to a number of shares of Stock will result in the cancellation of
the related LSAR with respect to that number of shares.

An LSAR generally will be exercisable only during the 60-day period
following a Change in Control. However, if an LSAR held by an optionee who is
subject to Section 16 of the Exchange Act becomes exercisable prior to the
expiration of 6 months following the date on which it is granted, the LSAR will
also be exercisable for an additional 60-day period following the expiration of
such 6-month period. An LSAR will be exercisable only to the extent that the
related Option is exercisable.

ADJUSTMENTS

In the event of stock dividends, stock splits, combinations of shares,
recapitalizations and other changes in capital structure, mergers,
consolidations, spin-offs, reorganizations, liquidations, issuances of rights or
warrants or similar events, the Committee will have the authority to make
adjustments to prevent dilution or enlargement of the rights of optionees. The
Committee may adjust the number of shares subject to each outstanding Option,
the Option price thereunder and the number and kind of shares subject to the
Option. The Committee may also adjust the maximum number of shares that may be
issued under the Plan and the number of shares subject to Options automatically
granted to nonemployee directors. The Committee may also provide in substitution
for any or all outstanding Options such alternative consideration as it may in
good

17
<PAGE> 20

faith determine to be equitable, or it may provide that the Optionee will be
entitled to receive an equivalent grant or award in respect of securities of the
surviving entity of any merger, consolidation or similar transaction.

The Board may terminate or amend the Plan at any time, but without further
approval of the shareholders of the Company no amendment may (i) increase the
maximum number of shares that may be issued under the Plan (except as an
adjustment described in the preceding paragraph), (ii) materially increase
benefits accruing to participants in the Plan, or (iii) materially modify the
requirements as to eligibility for participation in the Plan. In addition, the
provisions of the Plan relating to grants of Options to nonemployee directors
may not be amended more than once every 6 months, except to comport with changes
in the Internal Revenue Code, the Employee Retirement Income Security Act of
1974 or the rules of the Securities and Exchange Commission.

TAX CONSEQUENCES TO PARTICIPANTS

Nonstatutory Stock Options. In general, no income will be recognized by an
optionee at the time of grant of a Nonstatutory Stock Option. At exercise, the
optionee will recognize ordinary income in an amount equal to the difference
between the Option price paid for the shares and the fair market value of the
shares at the date of exercise. Upon a sale of the shares, appreciation (or
depreciation) after the exercise will be treated as short-term or long-term
capital gain (or loss) depending on how long the shares have been held.

Incentive Stock Options. An optionee generally will not recognize income
upon the grant or exercise of an Incentive Stock Option. If no disqualifying
disposition of the shares is made within 2 years after the date of grant of the
Option or within 1 year after the exercise of the Option, then upon the sale of
the shares, any amount realized in excess of the Option price will be taxed to
the optionee as long-term capital gain, and any loss sustained will be long-term
capital loss.

If shares of Stock acquired upon the exercise of an Incentive Stock Option
are disposed of prior to either of the holding periods described above, the
optionee generally will recognize ordinary income in the year of disposition
equal to the amount of the excess (if any) of the fair market value of the
shares at the time of exercise (or, if less, the amount realized on the
disposition of such shares in a sale or exchange) over the Option price paid for
the shares. Any further gain (or loss) realized by the optionee generally will
be taxed as short-term or long-term capital gain (or loss) depending on the
holding period.

LSARs. No income will be recognized by an optionee in connection with the
grant of an LSAR. When the LSAR is exercised, the participant normally will
recognize ordinary income in an amount equal to the amount of cash received.

TAX CONSEQUENCES TO THE COMPANY

To the extent that an optionee recognizes ordinary income in circumstances
described above, the Company will be entitled to a corresponding deduction,
provided, among other things, that such income meets the test of reasonableness,
is an ordinary and necessary business expense and is not an "excess parachute
payment."

18
<PAGE> 21

NEW PLAN BENEFITS

The following table reflects the Nonstatutory Stock Options that will be
granted to the three nonemployee members of the Board elected on the Meeting
Date, provided that the Plan is approved by the shareholders.

NEW PLAN BENEFITS

<TABLE>
<CAPTION>
NAME AND POSITION DOLLAR VALUE($) NUMBER OF UNITS
- - ----------------------------------------------------------------- --------------- ---------------
<S> <C> <C>
Nonemployee Director Group....................................... * 6,000 shares
</TABLE>

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

* The Option price will be equal to the fair market value of the Stock on the
date of grant. The fair market value of the Common Stock as of June 15, 1995
was $17.125.

RECOMMENDATION

The Board believes that the approval of the Plan is in the best interests
of the Company and the shareholders because the Plan will enable the Company to
provide competitive equity incentives to key employees and directors to enhance
the profitability of the Company and to increase shareholder value. Approval of
the Plan requires the affirmative vote of the majority of the outstanding shares
of Common Stock which are entitled to vote at the Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL OF THE
1995 STOCK OPTION PLAN

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

The Company has not yet selected its independent public accountants for its
fiscal year ending March 31, 1996. This selection will be made later in the year
by the Company's Board of Directors, based upon the recommendations of the Audit
Committee. The current members of the Audit Committee are identified under
"Proposal 1 -- Election of Directors".

Deloitte & Touche, LLP has served as the Company's auditors since 1983.
Representatives of Deloitte & Touche are expected to be present at the Annual
Meeting and will have an opportunity to make a statement if they desire to do so
and will be available to respond to appropriate questions.

SHAREHOLDER PROPOSALS

Appropriate proposals of shareholders intended to be presented at the
Company's next annual meeting of shareholders (which the Company currently
intends to hold in August of 1996) must be received by the Company by March 18,
1996 for inclusion in its proxy statement and form of proxy relating to that
meeting. If the date of the next annual meeting is changed by more than 30
calendar days from such anticipated time frame, the Company shall, in a timely
manner, inform its shareholders of the change and the date by which proposals of
shareholders must be received.

MISCELLANEOUS

Management does not know of any other matters to come before the meeting.
If any other matters properly come before the meeting, however, it is the
intention of the persons designated as Proxies to vote in accordance with their
best judgment on such matters.

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<PAGE> 22

ANNUAL REPORT

The Company's 1995 Annual Report to Shareholders is enclosed with this
Proxy Statement. The Annual Report is not a part of the proxy soliciting
material. Additional copies of such Annual Report along with copies of the
Company's Annual Report on Form 10-K for the fiscal year ended April 2, 1995, as
filed with the Securities and Exchange Commission (exclusive of documents
incorporated by reference), are available without charge to shareholders upon
written request to Investor Relations, Crown Crafts, Inc., 1600 RiverEdge
Parkway, Suite 200, Atlanta, Georgia 30328.

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<PAGE> 23

ANNEX A

TEXT OF PROPOSED ARTICLE 5
OF THE ARTICLES OF INCORPORATION
OF
CROWN CRAFTS, INC.

(a) The maximum amount of shares of stock that this corporation shall be
authorized to issue shall be 60,000,000 shares which are to be divided into two
classes as follows:

50,000,000 shares of Common Stock, par value $1.00 per share; and

10,000,000 shares of Preferred Stock.

The Common Stock may be created and issued from time to time in one or more
series with voting rights for each series as determined by the Board of
Directors of the Corporation and set forth in the resolution or resolutions
providing for the creation and issuance of the stock in such series. The
Preferred Stock may be created and issued from time to time in one or more
series with such designations, preferences, limitations, conversion rights,
cumulative, relative, participating, optional or other rights, including voting
rights, qualifications, limitations or restrictions thereof as determined by the
Board of Directors of the Corporation and set forth in the resolution or
restrictions providing for the creation and issuance of the stock in such
series.

(b) The Corporation shall have the authority to issue fractional shares
with proportionate dividend, liquidation and voting rights.

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ANNEX B

TEXT OF PROPOSED ARTICLE III, SECTION 2
OF THE BY-LAWS
OF
CROWN CRAFTS, INC.

2. Number, Election and Term. The number of directors which shall
constitute the whole board shall be not less than three nor more than fifteen,
the exact number thereof to be determined by resolution of the Board of
Directors; provided, however, that the number of directors may be increased or
decreased from time to time by the Board of Directors by amendment of this
by-law, but no decrease shall have the effect of shortening the term of an
incumbent director. The directors shall be elected by plurality vote at the
annual meeting of shareholders, except as hereinafter provided. Directors shall
be natural persons who have attained the age of 18 years, but need not be
residents of the State of Georgia or shareholders of the corporation. The Board
of Directors of the corporation shall be divided into three classes which shall
be as nearly equal in number as is possible. At the first election of directors
to such classified Board, each Class 1 director shall be elected to serve until
the next ensuing annual meeting of shareholders, each Class 2 director shall be
elected to serve until the second ensuing annual meeting of shareholders and
each Class 3 director shall be elected to serve until the third ensuing annual
meeting of shareholders, and in each case until his or her successor is elected
and qualified or until his or her earlier death, resignation or removal from
office. At each annual meeting of shareholders following the meeting at which
the Board of Directors is initially classified, the number of directors equal to
the number of the class whose term expires at the time of such meeting shall be
elected to serve until the third ensuing annual meeting of shareholders.
Notwithstanding any of the foregoing provisions of this Section 2, directors
shall serve until their successors are elected and qualified or until their
earlier death, resignation or removal from office.

In the event of any change in the authorized number of directors, the
number of directors in each class shall be adjusted so that thereafter each of
the three classes shall be composed, as nearly as may be possible, of one-third
of the authorized number of directors; provided, that any change in the
authorized number of directors shall not increase or shorten the term of any
director, and any decrease shall become effective only as and when the term or
terms of office of the class or classes of directors affected thereby shall
expire, or a vacancy or vacancies in such class or classes shall occur.

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ANNEX C

CROWN CRAFTS, INC.
1995 STOCK OPTION PLAN

ARTICLE I.

DEFINITIONS

As used herein, the following terms have the meanings hereinafter set forth
unless the context clearly indicates to the contrary:

(a) "Annual Meeting Date" shall mean the date of the annual meeting of
the shareholders of the Company at which the directors are elected.

(b) "Board" shall mean the Board of Directors of the Company.

(i) The Company is merged, consolidated or reorganized into or with
another corporation or other legal person and as a result of such
merger, consolidation or reorganization less than two-thirds of the
combined voting power of the then-outstanding securities of such other
corporation or person immediately after such transaction are held in the
aggregate by the holders of the then-outstanding securities entitled to
vote generally in the election of directors (the "Voting Stock") of the
Company immediately prior to such transaction;

(ii) The Company sells or otherwise transfers all or substantially
all of its assets to any other corporation or other legal person, and as
a result of such sale or transfer, less than two-thirds of the combined
voting power of the then-outstanding voting securities of such other
corporation or entity immediately after such sale or transfer are held
in the aggregate by the holders of Voting Stock of the Company
immediately prior to such sale or transfer;

(iii) The shareholders of the Company approve any plan or proposal
for the liquidation or dissolution of the Company;

(iv) There is a report filed on Schedule 13D or Schedule 14D-1
under the Exchange Act (or any successor schedule, form, report or item
therein), disclosing that any person (as the term "person" is used in
Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the
beneficial owner (as defined under Rule 13d-3 or any successor rule) of
securities representing 20% or more of the combined voting power of the
Voting Stock of the Company;

(v) The Company files a report or proxy statement with the
Securities and Exchange Commission pursuant to the Exchange Act
disclosing in, or in response to, Form 8-K or Schedule 14A (or any
successor schedule, form or report) that a change in control of the
Company has or may have occurred or will or may occur in the future
pursuant to any then-existing contract or transaction; or

(vi) If during any period of two consecutive years, individuals who
at the beginning of such period constitute the directors of the Company
cease for any reason to constitute at least two-thirds thereof;
provided, however, that for such purposes each director who is first
elected, or first nominated for election by the Company's shareholders,
by a vote of at least two-thirds of the directors of the Company then
still in office who were directors of the Company at the beginning of
any such period will be deemed to have been a director of the Company at
the beginning of such period; or

(vii) Notwithstanding the foregoing provisions of paragraphs (iv)
or (v) above, a Change in Control shall not be deemed to have occurred
for purposes of paragraphs (iv) or (v) solely because (a) any entity in
which the Company, directly or indirectly, beneficially owns 50% or more
of the voting securities of such entity (an "Affiliate"), (b) any
Company-sponsored employee stock

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<PAGE> 26

ownership plan or any other employee benefit plan of the Company or any
Affiliate or (c) any group whose beneficial ownership includes Voting
Stock owned of record or beneficially, directly or indirectly, by Philip
Bernstein, his spouse or his lineal descendants, either files or becomes
obligated to file a report or a proxy statement under or in response to
Schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (or any successor
schedule, form or report) under the Exchange Act, disclosing beneficial
ownership by it of shares of Voting Stock, whether in excess of 20% or
otherwise, or because the Company reports that a change in control of
the Company has or may have occurred or will or may occur in the future
by reason of such beneficial ownership;

(viii) Notwithstanding the foregoing paragraphs (i) through (vi)
above, solely with respect to Options granted under Article VI to
Employees (and not with respect to any Option granted to a Nonemployee
Director under Article VII) a Change in Control shall not be deemed to
have occurred if so determined by a vote of a majority of the directors
described in paragraph (vi) above prior to an event described in
paragraph (i) through (iii) or within 90 days after the occurrence of an
event described in paragraph (iv) or (v) above.

(d) "Code" shall mean the Internal Revenue Code of 1986, as amended.

(e) "Committee" shall mean a committee of the Board designated by the
Board to administer the Plan. For purposes of any action taken with respect
to an Option granted to an officer or director of the Company subject to
Section 16 of the Exchange Act, the Committee shall consist solely of two
or more Nonemployee Directors. For purposes of any action taken with
respect to an Option granted to any other Employee, the Committee may
delegate its authority under the Plan to any member or members of the
Board.

(f) "Company" shall mean Crown Crafts, Inc., a Georgia corporation.

(g) "Disabled Person" shall mean an Employee who, as determined by a
licensed physician acceptable to the Committee and evidenced by a
certificate to the Company, is completely unable to engage in the Employee
s regular occupation by reason of any physical or mental impairment that
can be expected to result in death or that has lasted or can be expected to
last for a continuous period of not less than twelve (12) months; provided,
the determination of the Committee in its sole discretion as to the
classification of an employee as a Disabled Person shall be final.

(h) "Effective Date" shall mean May 13, 1995.

(i) "Employee" shall mean any common law employee of the Company or
any of its Subsidiaries who is determined by the Committee to be a "key
employee" of the Company or such Subsidiary.

(j) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

(k) "Fair Market Value" shall mean the fair market value of the Stock
as determined by the Committee for the date in question. If the Stock is
listed on a national securities exchange, the fair market value per share
of Stock shall be not less than 100% of the closing price of the Stock on
such national securities exchange on such date. If the Stock is listed on a
national securities exchange but no sales of shares of Stock occurred
thereon on such date, the fair market value per share of Stock shall be not
less than 100% of the closing price of the Stock on the closest date
preceding such date. If the Stock is not listed on a national securities
exchange, the fair market value of the Stock shall be determined by the
method or procedures as established from time to time by the Committee.

(l) "Incentive Stock Option" shall mean an option to purchase any
stock of the Company, which option complies with and is subject to the
terms, limitations and conditions of Section 422 of the Code and any
regulations promulgated with respect thereto.

(m) "LSAR" shall mean a limited stock appreciation right granted
pursuant to Article VIII of the Plan.

(n) "Nonemployee Director" shall mean a member of the Board of
Directors who is not an Employee at the time of grant of an Option.

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(o) "Nonstatutory Stock Option" shall mean an option to purchase any
stock of the Company, which option does not qualify for treatment as an
Incentive Stock Option under Section 422 of the Code but instead is subject
to tax under Section 83 of the Code.

(p) "Option" shall mean either an Incentive Stock Option or a
Nonstatutory Stock Option granted to an Employee or Nonemployee Director
pursuant to the Plan.

(q) "Optionee" shall mean an Employee or Nonemployee Director to whom
an Option has been granted hereunder.

(r) "Plan" shall mean the Crown Crafts, Inc. 1995 Stock Option Plan,
the terms of which are set forth herein.

(s) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities
and Exchange Commission under Section 16 of the Exchange Act (or any
successor rule to the same effect) as in effect from time to time.

(t) "Stock" shall mean the $1.00 par value common stock of the Company
or, in the event that the outstanding shares of Stock are hereafter changed
into or exchanged for shares of a different class or series of stock or
other securities of the Company or some other corporation, such other stock
or securities.

(u) "Stock Option Agreement" shall mean a written document evidencing
an Option grant by the Company to the Optionee under which the Optionee may
purchase Stock under the Plan.

(v) "Subsidiary" shall mean any corporation in which the Company owns
or controls directly or indirectly more than 50% of the total combined
voting power represented by all classes of stock issued by such corporation
at the time of grant of any Option.

(w) "Ten Percent Shareholder" shall mean any person who, as of the
date an Option is granted to such person, owns or is considered to own
stock representing more than 10% of the total combined voting power of all
classes of stock of the Company. For this purpose, a person shall be
considered to own (i) the stock owned, directly or indirectly, by or for
such person's brothers and sisters (whether by the whole or half blood),
spouse, ancestors and lineal descendants; and (ii) the stock owned,
directly or indirectly, by or for a corporation, partnership, estate or
trust in proportion to such person's stock interest, partnership interest
or beneficial interest therein.

ARTICLE II.

THE PLAN

2.1 Purpose. The purpose of the Plan is to advance the interests of the
Company and its shareholders by affording selected Employees and Nonemployee
Directors an opportunity to acquire or increase their proprietary interests in
the Company by granting such persons Options to purchase Stock in the Company.

2.2 Effective Date. The Plan shall become effective on the Effective Date;
provided, if the Plan is not approved by the holders of a majority of the shares
of stock of the Company represented at a meeting and entitled to vote thereon
within 12 months before or after the date on which the Plan is adopted by the
Board, the Plan and any Options granted thereunder shall terminate and become
null and void.

2.3 Termination Date. Subject to Section 2.2 hereof, the Plan shall
terminate and no further Options shall be granted hereunder upon the 10th
anniversary of the Effective Date.

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ARTICLE III.

PARTICIPANTS

Employees and Nonemployee Directors shall be eligible to participate in the
Plan. The Committee may grant Options to any Employee as it may determine from
time to time in its sole discretion. In addition, Nonemployee Directors shall be
awarded Options on a nondiscretionary basis as provided in Article VII hereof.

ARTICLE IV.

ADMINISTRATION

4.1 Duties and Powers of Committee.

(a) The Plan shall be administered by the Committee. The Board may
from time to time remove members from, or add members to, the Committee and
shall fill any vacancy on the Committee. The Committee shall keep minutes
of its meetings and shall make such rules and regulations for the conduct
of its business as it may deem necessary. The determination of the
Committee on the matters referred to in this Section 4.1 shall be
conclusive.

(b) Subject to the express provisions of the Plan, the Committee shall
have the discretion and authority to determine to whom from among the
Employees an Option will be granted, the time or times at which each Option
granted to an Employee may be exercised, the number of shares of Stock
subject to each such Option and the terms and conditions of each such Stock
Option Agreement. Subject to the express provisions of the Plan, the grant
of an Option by the Committee shall be final and shall not be subject to
approval by any other party. Notwithstanding the foregoing or anything in
the Plan to the contrary, the Committee shall not exercise discretion with
respect to grants of Options to Nonemployee Directors or the terms and
conditions of Stock Option Agreements with Nonemployee Directors, which
shall be subject to Article VII hereof.

(c) Subject to the express provisions of the Plan, the Committee shall
also have complete authority to interpret the Plan, to prescribe, amend and
rescind rules and requirements relating to it, to determine the details and
provisions of each Stock Option Agreement, and to make all other
determinations necessary or advisable in the administration of the Plan,
including, without limitation, the amending or altering of the Plan and any
Options granted hereunder as may be required to comply with or to conform
to any federal, state or local laws or regulations.

(d) No member of the Board or the Committee shall be liable to any
person for any action or determination made in good faith with respect to
the Plan or any Option granted hereunder.

4.2 Majority Rule. A majority of the members of the Committee shall
constitute a quorum, and any action taken by a majority at a meeting at which a
quorum is present or any action taken without a meeting evidenced by a writing
executed by all the members of the Committee shall constitute the action of the
Committee.

ARTICLE V.

SHARES OF STOCK SUBJECT TO PLAN

5.1 Limitations. Subject to adjustments pursuant to the provisions of
Section 5.2 hereof, the maximum number of shares of Stock that may be issued and
sold pursuant to the exercise of Options hereunder, in the aggregate or to any
one Employee, shall not exceed 1,500,000 shares of Stock. The grant of an LSAR
shall not reduce the number of shares of Stock that may be issued and sold
hereunder. Shares of Stock subject to an Option may be either authorized but
unissued shares or shares issued and reacquired by the Company. If outstanding
Options granted hereunder shall terminate or expire for any reason without being
wholly

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exercised, the shares of Stock allocable to any unexercised portion of such
Option may again be the subject of an Option granted under the Plan.

5.2 Adjustments. In the event of any stock dividend, stock split,
combination of shares, recapitalization or other change in the capital structure
of the Company, any merger, consolidation, spin-off, reorganization, partial or
complete liquidation or other distribution of assets, issuance of rights or
warrants to purchase securities, or any other corporate transaction having an
effect similar to any of the foregoing:

(a) The Committee may make or provide for such adjustments in the
number of shares of Stock subject to each outstanding Option, the Option
price applicable to such Option and the kind of shares covered thereby, as
the Committee in its sole discretion may in good faith determine to be
equitably required in order to prevent dilution or enlargement of the
rights of Optionees;

(b) The Committee may make or provide for such adjustments in the
number of shares specified in Sections 5.1 and 7.2 as the Committee in its
sole discretion may in good faith determine to be appropriate in order to
reflect such transaction or event; and

(c) The Committee may provide in substitution for any or all
outstanding Options such alternative consideration as the Committee may in
good faith determine to be equitable under the circumstances, or it may
provide that the Optionee will be entitled to receive an equivalent grant
or award in respect of securities of the surviving entity of any merger,
consolidation or other transaction having a similar effect.

Notwithstanding the foregoing, (i) any adjustments or amendments to
Incentive Stock Options under this Section 5.2 shall, if determined by the
Committee, be made in accordance with Section 424(a) of the Code so as to
preserve the status of such Options as incentive stock options under Section 422
of the Code, and (ii) Nonstatutory Stock Options subject to grants or previously
granted to Nonemployee Directors at the time of any such event described in this
Section 5.2 shall be subject only to such adjustment as shall be necessary to
maintain the proportionate interest of the Optionee and preserve, without
exceeding, the value of the Option.

ARTICLE VI.

OPTIONS TO BE GRANTED TO EMPLOYEES

6.1 General. The provisions of this Article VI shall apply to Options
granted by the Committee to Employees and, except as expressly set forth in
Article VII, shall not apply to Options granted to Nonemployee Directors.

6.2 Option Grant. Each Option granted hereunder to an Optionee shall be
evidenced by minutes of a meeting of the Committee or the written consent of the
Committee, and by a written Stock Option Agreement dated as of the date of grant
and executed by the Company and the Optionee. As to each such grant hereunder,
the terms of the Option, including the Option's duration, time or times of
exercise, and exercise price shall be stated in the Stock Option Agreement. The
Stock Option Agreement shall clearly identify whether the Options granted are
Incentive Stock Options or Nonstatutory Stock Options. If an Incentive Stock
Option and a Nonstatutory Stock Option are issued together, the right of the
Optionee to exercise or surrender one such Option shall not be conditioned on
the surrender of, or failure to exercise, the other Option. The terms and
conditions of each Stock Option Agreement shall be consistent with the Plan, and
in the event of any inconsistencies between the Plan and any Stock Option
Agreement, the terms of the Plan shall control.

6.3 Optionee Limitations. To the extent that the aggregate Fair Market
Value of stock of the Company with respect to which Incentive Stock Options are
exercisable for the first time by an Optionee during any calendar year (under
the Plan and all other Incentive Stock Option plans of the Company) exceeds
$100,000, such options shall be treated as Nonstatutory Stock Options. The rule
set forth in the preceding sentence shall be applied by taking options into
account in the order in which they were granted. For purposes of this Section
6.3, the Fair Market Value of stock shall be determined as of the time the
option with respect to such stock is granted.

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6.4 Option Price. The per share Option price of the Stock subject to each
Incentive Stock Option shall be equal to the Fair Market Value of the Stock on
the date the Option is granted; provided, the Option price of the Stock subject
to any Incentive Stock Option granted to a Ten Percent Shareholder shall be
equal to at least 110% of the Fair Market Value of the Stock. The per share
Option price of the Stock subject to each Nonstatutory Stock Option shall be
determined by the Committee, and may be less than Fair Market Value on the date
the Option is granted.

6.5 Exercise Period. The period of the exercise of each Option shall be
determined by the Committee, but in no instance shall the exercise period for an
Incentive Stock Option exceed 10 years (5 years in the case of an Option granted
to a Ten Percent Shareholder) from the date of grant of the Option. The
Committee shall have the right to accelerate, in whole or in part, from time to
time, conditionally or unconditionally, rights to exercise any Option granted
hereunder.

6.6 Acceleration Upon Change in Control. Unless otherwise determined by
the Committee and set forth in the Stock Option Agreement, each Option shall
become fully and immediately exercisable upon the occurrence of a Change in
Control, provided that the Optionee is employed by the Company or a Subsidiary
on the date of such Change in Control. Notwithstanding the foregoing, if an
Employee exercises an LSAR following an event described in paragraph (iv) or (v)
of the definition of Change in Control contained in Article I hereof, the
exercise of any portion of the Option which would not, except to the extent that
such event constitutes a Change in Control, then be exercisable shall not be
effective until the expiration of the 90 day period following such event. If the
directors determine that the event did not constitute a Change in Control in
accordance with paragraph (viii) of such definition, the exercisability of the
Option shall not be accelerated.

6.7 Option Exercise. Unless otherwise provided in the Stock Option
Agreement, an Option shall be exercisable in whole or in part at any time and
from time to time prior to expiration of the Option. The Committee shall have
the authority in its sole discretion to prescribe in any Stock Option Agreement
that the Option may be exercised in installments during the term of the Option
and to further condition an Optionee's right to exercise all or any portion
thereof.

(a) An Option may be exercised at any time and from time to time
during the term of the Option as to any or all full shares of Stock that
have become purchasable under the provisions of the Option, but not at any
time as to fewer than 100 shares unless the remaining shares that are
purchasable are fewer than 100 shares. An Option shall be exercised by
written notice of exercise of the Option with respect to a specified number
of shares of Stock delivered to the Company at its principal office.

(b) The Option price for the number of shares of Stock with respect to
which the Option is being exercised shall be paid in full in cash or check
acceptable to the Company, and the Company shall not be required to deliver
certificates for such shares until such payment has been made; provided, in
lieu of cash funds, an Optionee may, to the extent permitted by the Stock
Option Agreement at the date of grant, exercise the Option in whole or in
part (i) by tendering to the Company nonforfeitable shares of Stock owned
by the Optionee for at least 6 months and having a Fair Market Value equal
to the Option price applicable to the Option, or a combination of cash and
shares or (ii) by deferred payment from the proceeds of sale through a
broker of some or all of the shares of Stock to which the exercise relates.
The Optionee shall not have any of the rights of a stockholder with respect
to the shares of Stock subject to the Option until such shares have been
issued or transferred to the Optionee upon the exercise of the Option.

(c) In addition to and at the time of payment of the Option price, the
Optionee shall pay to the Company in cash or check acceptable to the
Company the full amount of any federal, state or local withholding or other
employment taxes required by any government to be withheld or otherwise
deducted and paid by the Company in respect of such exercise. To the extent
permitted by the Committee at the time of exercise, any withholding
obligation may be satisfied by relinquishment of that number of the shares
of Stock with respect to which the Option is being exercised having a Fair
Market Equal to the required withholding, or a combination of cash and
shares. In addition, the Company shall have the right

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to withhold the amount of such taxes from any other sums due or to become
due from the Company to the Optionee, upon such terms and conditions as the
Committee shall prescribe.

6.8 Nontransferability of Option. Except as expressly authorized by the
Committee, no Option may be transferred by an Optionee otherwise than by will or
the laws of descent and distribution.

6.9 Termination of Service. Except as otherwise provided in Section 6.11
hereof, in the event of termination of the employment of an Optionee by the
Company or a Subsidiary for any reason, including retirement, any Option held by
the Optionee, to the extent not theretofore exercised, shall forthwith terminate
unless the Committee, in its sole discretion, provides in the Stock Option
Agreement that the Option shall be exercisable after such termination (but only
to the extent of the number of shares of Stock with respect to which the Option
may be exercised at the date of termination of employment), and, provided
further, that in no event shall any Stock Option Agreement provide for the
extension of the period during which the Option may be exercised beyond the
earlier of (i) the expiration of the period of exercisability of such Option as
specified in the Stock Option Agreement, or (ii) 90 days from the date of
termination.

6.10 No Right to Employment. Nothing in the Plan or in any Option or Stock
Option Agreement shall confer on any person any right to continue in the employ
of the Company or a Subsidiary or shall interfere in any way with any right the
Company or a Subsidiary may have to terminate such person's employment at any
time.

6.11 Death or Disability of Holder of Option. In the event any Optionee
dies or becomes a Disabled Person while the Optionee is an employee of the
Company or a Subsidiary, any Option created pursuant to the Plan held by the
Optionee (i) shall become immediately exercisable in full (unless otherwise
specified in the Stock Option Agreement), and (ii) may be exercised by the
Optionee or the legatee or legatees under the Optionee's will, or by the
Optionee's personal representative or distributees, within 1 year following the
date of the Optionee's disability or death, or such shorter period as may be
specified in the Stock Option Agreement, but in no event after the expiration of
the period of exercisability of such Option as specified in the Stock Option
Agreement. If an Option granted hereunder shall be exercised by the personal
representative of a deceased, disabled or former employee, or by a person who
acquired an Option granted hereunder by bequest or inheritance or by reason of
the death of any employee or former employee, written notice of such exercise
shall be accompanied by a certified copy of letters testamentary or equivalent
proof of the right of such personal representative or other person to exercise
such Option.

ARTICLE VII.

OPTIONS TO BE GRANTED TO NONEMPLOYEE DIRECTORS

7.1 Nondiscretionary Grants. Each Option granted hereunder to a
Nonemployee Director shall be evidenced by a written Stock Option Agreement
dated as of the date of grant and executed by the Company and the Optionee. Each
such Stock Option Agreement shall include and conform to the terms and
conditions set forth in this Article VII, and such other terms and conditions
not inconsistent herewith.

7.2 Annual Grants. On the first business day following each Annual Meeting
Date, each Nonemployee Director serving on the Board of Directors on such date
shall be granted an Option to purchase 2,000 shares of Stock. Each Option
granted to a Nonemployee Director shall include a related LSAR as described in
Article VIII hereof.

7.3 Option Price. The per share Option price of the Stock subject to each
Option granted to a Nonemployee Director shall be equal to the Fair Market Value
of the Stock on the date the Option is granted.

7.4 Exercise Period. Each Option granted to a Nonemployee Director shall
first become exercisable with respect to one-third of the number of shares
subject to the Option on each of the first three anniversaries of the date of
grant and shall expire on the fifth anniversary of the date of grant of the
Option. Notwithstanding the foregoing, each Option granted to a Nonemployee
Director shall become fully and immediately exercisable upon the occurrence of a
Change in Control.

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7.5 Option Exercise. Each Option granted to a Nonemployee Director may be
exercised in the manner described in Section 6.7(a) and (b) hereof. Each such
Stock Option Agreement shall provide for the exercise of such Option by payment
of cash or check or by the tender of shares of Stock in the manner described in
Section 6.7(b) hereof.

7.6 Nontransferability of Option. No Option shall be transferred by a
Nonemployee Director otherwise than by will or the laws of descent and
distribution. During the lifetime of an Optionee, an Option shall be exercisable
only by the Optionee.

7.7 Termination of Membership on the Board. If a Nonemployee Director
terminates membership on the Board of Directors for any reason, including death,
an Option held by the Optionee on the date of such termination may be exercised
in whole or in part (but only to the extent of the number of shares of Stock
with respect to which the Option was exercisable at the date of such
termination) at any time prior to the earlier of (i) the expiration of the
period of exercisability of such Option as specified in Section 7.4, or (ii) 90
days from the date of termination. If an Option granted hereunder shall be
exercised by the personal representative of a deceased Nonemployee Director, or
by a person who acquired an Option granted hereunder by bequest or inheritance
or by reason of the death of any Nonemployee Director, written notice of such
exercise shall be accompanied by a certified copy of letters testamentary or
equivalent proof of the right of such personal representative or other person to
exercise such Option.

ARTICLE VIII.

LIMITED STOCK APPRECIATION RIGHTS

8.1 General. Each Option granted to a Nonemployee Director, and unless
otherwise determined by the Committee, each Option granted pursuant to the Plan
shall include a limited stock appreciation right ("LSAR") relating to a number
of shares of Stock subject to such option. Each LSAR granted hereunder shall be
subject to the terms and conditions set forth below:

8.2 Benefit Upon Exercise. The exercise of an LSAR with respect to any
number of shares of Stock shall entitle the Optionee to a cash payment, for each
such share, equal to the excess of (a) the greater of (i) the highest price per
share of Stock paid in a tender offer, exchange offer or merger occurring in
connection with the Change in Control with respect to which such LSAR became
exercisable and (ii) the highest Fair Market Value of a share of Stock during
the 60 day period immediately preceding such Change in Control over (b) the
Option price of the related Option. Such payment shall be paid as soon as
practical, but in no event later than the expiration of 5 business days after
the effective date of such exercise. The Company shall have the right to
withhold from the payment an amount sufficient to satisfy any federal, state or
local tax withholding obligations in respect of such exercise.

8.3 Term and Exercise of LSARs. An LSAR shall be exercisable only during
the period commencing on the first day following the occurrence of a Change in
Control and terminating on the expiration of 60 days after such date.
Notwithstanding the preceding sentence, in the event that an LSAR held by any
Optionee who is or may be subject to the provisions of Section 16 of the
Exchange Act becomes exercisable prior to the expiration of 6 months following
the date on which it is granted, the LSAR shall also be exercisable during the
period commencing on the first day immediately following the expiration of such
6 month period and terminating on the expiration of 60 days following such date.
Notwithstanding anything else herein, an LSAR may be exercised only if and to
the extent that the Option to which it relates is exercisable.

(a) The exercise of an LSAR with respect to a number of shares of
Stock shall cause the immediate and automatic cancellation of the related
Option with respect to an equal number of shares. The exercise of an
Option, or the cancellation, termination or expiration of an Option (other
than pursuant to this subsection), with respect to a number of shares of
Stock, shall cause the cancellation of the LSAR with respect to an equal
number of shares.

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<PAGE> 33

(b) Each LSAR shall be exercisable in whole or in part; provided, no
partial exercise of an LSAR shall be for fewer than 100 shares of Stock.
The partial exercise of an LSAR shall not cause the expiration, termination
or cancellation of the remaining portion thereof.

(d) An LSAR shall be exercised only by written notice of exercise
served upon the Company specifying the number of shares of Stock in respect
of which the LSAR is being exercised and the proposed effective date of
exercise. The Optionee may withdraw such notice at any time prior to the
close of business on the business day immediately preceding the proposed
effective date of exercise.

(e) Notwithstanding anything to the contrary in this Article VIII, if
an Employee exercises an LSAR following an event described in paragraph
(iv) or (v) of the definition of Change in Control contained in Article I
hereof, no payment shall be made to the Employee during the 90 day period
following such event. If the directors determine that the event did not
constitute a Change in Control in accordance with paragraph (viii) of such
definition, the exercise of the LSAR shall be invalid. During this 90 day
period, the Employee may withdraw the notice of exercise of the LSAR at any
time.

ARTICLE IX.

STOCK CERTIFICATES

The Company shall not be required to issue or deliver any certificate for
shares of Stock purchased upon the exercise of any Option granted hereunder or
any portion thereof, prior to fulfillment of all of the following conditions:

(a) The admission of such shares to listing on all stock exchanges on
which the Stock is then listed;

(b) The completion of any registration or other qualification of such
shares under any federal or state law or under the rulings or regulations
of the Securities and Exchange Commission or any other governmental
regulatory body that the Committee shall in its discretion deem necessary
or advisable; and

(c) The obtaining of any approval or other clearance from any federal
or state governmental agency that the Committee shall in its sole
discretion determine to be necessary or advisable.

ARTICLE X.

PURCHASE FOR INVESTMENT

Except as hereafter provided, the Board may require as a condition of
issuance of any shares of Stock pursuant to this Plan that the holder of an
Option granted hereunder shall, upon any exercise thereof, execute and deliver
to the Company a written statement, in form satisfactory to the Company, in
which such holder represents and warrants that such holder is purchasing or
acquiring the shares of Stock acquired thereunder for such holder's own account,
for investment only and not with a view to the resale or distribution thereof,
and agrees that any subsequent resale or distribution of any of such shares of
Stock shall be made only pursuant to either (a) a registration statement on an
appropriate form under the Securities Act of 1933, as amended (the "Securities
Act"), which registration statement has become effective and is current with
regard to the shares of Stock being sold, or (b) a specific exemption from the
registration requirements of the Securities Act, but in claiming such exemption
the holder shall, prior to any offer of sale or sale of such shares of Stock, if
required by the Company, obtain a prior favorable written opinion, in form and
substance satisfactory to the Company, from counsel for or approved by the
Company, as to the application of such exemption thereto. The foregoing
restriction shall not apply to issuances by the Company so long as the shares of
Stock being issued are registered under the Securities Act and a prospectus in
respect thereof is current.

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<PAGE> 34

ARTICLE XI.

LEGENDS

The Company may endorse such legend or legends upon the certificates for
shares of Stock issued upon exercise of an Option granted hereunder, and the
Committee may issue such "stop transfer" instructions to its transfer agent in
respect of such shares of Stock, as the Committee, in its discretion, determines
to be necessary or appropriate to (i) prevent a violation of, or to perfect an
exemption from, the registration requirements of the Securities Act, (ii)
implement the provisions of any agreement between the Company and the Optionee
with respect to such shares of Stock, or (iii) permit the Company to determine
the occurrence of a disqualifying disposition, as described in Section 421(b) of
the Code, of shares of Stock transferred upon exercise of an Incentive Stock
Option granted under the Plan.

ARTICLE XII.

TERMINATION, AMENDMENT AND MODIFICATION OF PLAN

The Board may at any time terminate the Plan, and may at any time and from
time to time and in any respect amend or modify the Plan; provided, the Board,
without approval of the shareholders of the Company, may not adopt any amendment
to the Plan if the amendment would:

(a) increase the total number of shares of Stock that may be issued
pursuant to the Plan except as contemplated in Section 5.2 hereof;

(b) materially increase the benefits accruing to participants in the
Plan; or

Provided further, in no event shall any provision of Article VII hereof be
amended more than once every 6 months other than to comport with changes in the
Code, the Employee Retirement Income Security Act of 1974, or the rules
thereunder, or rules promulgated by the Securities and Exchange Commission.

Notwithstanding the foregoing, the Board shall not terminate, amend or
modify the Plan in any manner so as to affect the price of the shares of Stock
purchasable pursuant to any Option theretofore granted under the Plan without
the consent of the Optionee or transferee of the Option. Neither the amendment,
suspension nor termination of the Plan shall, without the consent of the holder
of the Option, impair any rights or obligations under any Option theretofore
granted.

ARTICLE XIII.

RELATIONSHIP TO OTHER COMPENSATION PLANS

The adoption of the Plan shall not affect any other stock option, incentive
or other compensation plans in effect for the Company, nor shall the adoption of
the Plan preclude the Company from establishing any other forms of incentive or
other compensation for employees. Any benefits earned or income realized under
the Plan shall not be deemed to constitute compensation or income for purposes
of any other plan or payroll practice of the Company or any Subsidiary, except
as expressly set forth in such other plan or practice.

ARTICLE XIV.

MISCELLANEOUS

14.1 Plan Binding on Successors. The Plan shall be binding upon the
Company, its successors and assigns.

14.2 Number and Gender. Whenever used herein, nouns in the singular shall
include the plural, and the masculine pronoun shall include the feminine gender.

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<PAGE> 35

14.3 Headings. Headings of articles and sections hereof are inserted for
convenience and reference only and constitute no part of the Plan.

14.4 Applicable Law. The Plan shall be governed by, and construed in
accordance with, the laws of the State of Georgia, without reference to the
principles regarding conflicts of laws.

14.5 Restricted Shares. Any and all shares of Stock issued pursuant to
this Plan shall be subject to the terms and conditions of any other agreement
between the Optionee and the Company with respect to such shares of Stock.

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<PAGE> 36

(LOGO)
CROWN CRAFTS, INC.
1600 RiverEdge Parkway
Suite 200
Atlanta, GA 30328
<PAGE> 37
APPENDIX A

CROWN CRAFTS, INC. PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF CROWN
CRAFTS, INC. FOR THE ANNUAL MEETING OF STOCKHOLDERS
AUGUST 8, 1995

The undersigned stockholder hereby constitutes and appoints each of Michael
H. Bernstein and Roger D. Chittum, with full power of substitution, to act as
proxy for and to vote all shares of Common Stock which the undersigned is
entitled to vote at the Annual Meeting of Stockholders of Crown Crafts, Inc.
(the "Annual Meeting") to be held on August 8, 1995 at 10:00 a.m., at the
Company's Calhoun, Georgia Distribution Center, 1093 Marine Drive, Calhoun,
Georgia, or at any adjournment(s) or postponements thereof, on all matters
coming before the Annual Meeting.

THE PROXIES SHALL VOTE AS SPECIFIED BELOW, OR IF A CHOICE IS NOT SPECIFIED
FOR ANY OF THE FOLLOWING PROPOSALS, THE PROXIES SHALL VOTE "FOR" THE ELECTION OF
THE BOARD OF DIRECTORS' NOMINEES FOR DIRECTORS AND "FOR" PROPOSALS 2, 3, 4 AND 5
BELOW.

The undersigned instructs said proxies to vote:

1. To elect the ten director nominees listed below to the Board of Directors of
Crown Crafts, Inc., each for the term specified below, assuming Proposal 4 is
approved by the shareholders, or, if Proposal 4 is not approved by the
shareholders, then each for a one year term.

Philip Bernstein Rudolph J. Schmatz Jane E. Shivers
(each for a term of one year)

E. Randall Chestnut Roger D. Chittum Patricia G. Knoll Alfred M. Swiren
(each for a term of two years)

Michael H. Bernstein Paul A. Criscillis, Jr. Richard N. Toub
(each for a term of three years)

<TABLE>
<S> <C>
/ / FOR all nominees
/ / WITHHOLD AUTHORITY / / FOR all nominees, except vote withheld from the following
to vote for all nominees nominees: _________________________________________________
</TABLE>

2. Approval of an amendment to the Company's Articles of Incorporation to
increase the authorized shares of common stock of the Company from 15,000,000
to 50,000,000.
/ / FOR / / AGAINST / / ABSTAIN

3. Approval of an amendment to the Company's Articles of Incorporation to
authorize a new class of 10,000,000 shares of preferred stock.
/ / FOR / / AGAINST / / ABSTAIN

4. Approval of an amendment to the Company's Bylaws to divide the Company's
Board of Directors into three classes, to serve staggered terms of office.
/ / FOR / / AGAINST / / ABSTAIN

5. Approval of the Company's 1995 Stock Option Plan.
/ / FOR / / AGAINST / / ABSTAIN

6. The undersigned further gives the proxies authority to vote according to his
or her best judgment with respect to any other matters which properly come
before the meeting.

The undersigned acknowledges the receipt of Notice of the Annual Meeting and
Proxy Statement, each dated July 3, 1995 and the Annual Report to Shareholders,
and hereby revokes any proxy or proxies heretofore given by the undersigned
relating to the Annual Meeting.

Signature:
----------------------

Date:
--------------------------

(Signature should conform to name and title stenciled hereon. Executors,
administrators, trustees, guardians and attorneys should add their titles upon
signing.)

PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED POSTAGE PAID ENVELOPE.