______________________________________________________________________________
Rule 424(b)(3)
File No. 33-52852
PROSPECTUS SUPPLEMENT NO. 11 DATED JULY 1, 1996,
TO PROSPECTUS DATED JUNE 19, 1995
$125,000,000
ITHACA INDUSTRIES, INC.
11-1/8% SENIOR SUBORDINATED NOTES DUE 2002
This Prospectus Supplement is intended to be read in
conjunction with the Prospectus dated June 19, 1995, as heretofore
supplemented.
_____________________
As previously indicated, Ithaca Industries, Inc. is in ongoing
discussions with its banks and advisors to its noteholders with respect
to a long-term restructuring of its debt and has received an additional
waiver of certain defaults, as more fully described in the attached
Current Report on Form 8-K, dated July 1, 1996.
_____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A
CRIMINAL OFFENSE.
_____________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report Date (Date of earliest event reported) JULY 1, 1996
ITHACA INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-52852 56-1385842
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification NO.)
HIGHWAY 268 WEST, P.O. BOX 620, WILKESBORO,NC 28697
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (910) 667-5231
<PAGE>
Item 5. OTHER EVENTS
On June 28, Ithaca's banks granted an additional default waiver
until August 1, 1996. Ithaca's banks also waived until August 1, 1996,
payment of three $5.7 million term loan payments. Ithaca is currently out
of compliance with certain financial covenants in its credit agreement and
does not anticipate that it will be in compliance with certain of the
financial covenants in its credit agreement for the foreseeable future.
Also, as reported earlier, Ithaca has not paid the interest
payments due on December 15, 1995 and June 15, 1996, on its 11.125% Senior
Subordinated Notes (the "Notes"). The waiver from Ithaca's banks provides
that the failure to make such interest payments does not constitute a
default or event of default under Ithaca's credit agreement unless and
until the indebtedness pursuant to the Notes shall have become due prior to
its stated maturity by reason of such failure, or any holder of Notes
("Noteholder") (or the Trustee under the Note Indenture) shall have
exercised any remedy under the Note Indenture, or shall have initiated any
legal proceeding, in respect of, or relation to, such failure. The bank
waiver also provides that in order for Ithaca to make all or a portion of
the interest payments due December 15, 1995 and June 15, 1996, under the
Notes, Ithaca must have received a subordinated, unsecured loan for an
equal amount of immediately available funds pursuant to a promissory note
in form and substance reasonably satisfactory to the Agent and the Co-Agent
banks under the credit agreement.
Ithaca is in discussions with its banks and advisers to its
Noteholders with respect to a long-term restructuring of the Notes and
Ithaca's bank debt.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
ITHACA INDUSTRIES, INC.
Date: July 1, 1996 By: /s/ ERIC N. HOYLE
--------------------
Eric N. Hoyle
Senior Vice President - Finance
and Administration Chief Financial
and Accounting Officer
