UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
Guilford Mills, Inc.
(Name of Issuer)
Common Stock, par value $.02 per share
(Title of Class of Securities)
401794 10 2
(CUSIP Number)
Check the following box if a fee is being paid with this statement
. (A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7).
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
This Amendment No. 4 is being filed to correct the response to Item 6
contained in the reporting person's Amendment No. 3 filed earlier today.
The correct response to such Item, contained in this Amendment No. 4,
was inadvertently dropped from Amendment No. 3 in converting Amendment No.
3 to the EDGAR format.
<PAGE>
CUSIP No. 401794 10 2 13G Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Charles A. Hayes
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
5 SOLE VOTING POWER
NUMBER OF 1,268,249.528
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 1,266,757
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,268,249.528
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.1%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Page 3 of 5 pages
Item 1(a). Name of Issuer:
Guilford Mills, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
4925 West Market Street
Greensboro, N. C. 27407
Item 2(a). Name of Person Filing:
Charles A. Hayes
Item 2(b). Address or Principal Business Office or, if none,
Residence:
4925 West Market Street
Greensboro, N. C. 27407
Item 2(c). Citizenship:
United States of America
Item 2(d). Title of Class of Securities:
Common Stock, $.02 Par Value
Item 2(e). CUSIP Number:
401794 10 2
Item 3. Not Applicable
Item 4. Ownership.
(a) Amount Beneficially Owned:
1,268,249.528 shares (1)(2)(3)
(b) Percent of Class:
9.1%
(c) Number of Shares as to which such person has:
(i) Sole power to vote or direct the
vote 1,268,249.528 (1) (2)
(ii) Shared power to vote or direct the
vote -0-
(iii) Sole power to dispose or to direct
the disposition of 1,266,757 (1)(2)
<PAGE>
Page 4 of 5 pages
(iv) Shared power to dispose or to direct
the disposition of -0- (4)
(1) Includes 1,249,500 shares held
of record by HD Investor LLP,
a South Carolina limited
liability general partnership
(the "Partnership"), in which
Mr. Hayes is a general partner.
Mr. Hayes retains sole voting
and dispositive power over such
shares.
(2) Includes 13,750 shares which
Mr. Hayes has the right to
acquire, under the Guilford
Mills, Inc. 1991 Stock Option
Plan, beneficial ownership of
within 60 days as specified in
Rule 13d-3(d)(1), promulgated
under the Securities Exchange
Act of 1934, as amended.
(3) Includes 1,492.528 shares held
in Mr. Hayes' account pursuant
to the Guilford Mills, Inc.
Employee Stock Ownership Plan
("ESOP").
(4) Mr. Hayes has neither sole nor
shared dispositive power with
respect to shares held in his
ESOP account.
Item 5. Ownership of Five Percent or Less of a Class:
Not Applicable.
Item 6. Ownership of more than Five Percent on Behalf of Another
Person:
The Partnership has the right to receive dividends paid on
1,249,500 shares beneficially owned by the reporting person.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company:
Not Applicable.
<PAGE>
Page 5 of 5 pages
Item 8. Identification and Classification of Members of the
Group:
Not Applicable.
Item 9. Notice of Dissolution of Group:
Not Applicable.
Item 10. Certification:
Not Applicable.
Signature:
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
February 14, 1995
/s/ Charles A. Hayes
___________________________________
Signature
Charles A. Hayes
Name
