FOURTH AMENDMENT TO STOCKHOLDERS' AGREEMENT

 EXHIBIT 10(c)

                  FOURTH AMENDMENT TO STOCKHOLDERS' AGREEMENT
                  -------------------------------------------

         THIS FOURTH AMENDMENT TO  STOCKHOLDERS'  AGREEMENT is entered into this
22nd day of June,  1999,  by and among  CHARLES A.  HAYES and  GEORGE  GREENBERG
(Messrs.  Hayes and Greenberg being collectively  hereinafter referred to as the
"Stockholders"),  MAURICE  FISHMAN  ("Fishman")  and  GUILFORD  MILLS,  INC.,  a
Delaware corporation (the "Company").

                                   WITNESSETH:
                                   -----------

         WHEREAS,  the  Stockholders,  the Company and  Fishman  entered  into a
Stockholders' Agreement,  dated June 22, 1990, as amended, pursuant to which the
Company  has a right of first  refusal in the event any  Stockholder  or Fishman
transfers his shares of Company  common stock under certain  circumstances  (the
"1990  Stockholders'  Agreement")(capitalized  terms  which  are  not  otherwise
expressly  defined  herein  shall  have  the  meanings  set  forth  in the  1990
Stockholders' Agreement); and

          WHEREAS,  the 1990  Stockholders'  Agreement is scheduled to expire on
June 22, 1999; and

         WHEREAS, the Stockholders and the Company desire to extend the term for
the restrictions set forth in the 1990 Stockholders'  Agreement beyond such date
according to the provisions herein and Fishman does not desire to be a party to,
or subject to the restrictions under, the 1990 Stockholders'  Agreement,  beyond
June 22, 1999.

         NOW,  THEREFORE,  in  consideration  of the  covenants  and  conditions
contained  herein and other good and  valuable  consideration,  the  receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

          l. Section 1(d) of the 1990 Stockholders'  Agreement is hereby deleted
in its entirety and the following section is inserted in its place:

                  (d) upon June 22, 2001;  provided,  however,  that the parties
hereto  acknowledge  and agree that from and after June 22, 1999 this  Agreement
shall have no force or effect with respect to Fishman (or his heirs,  executors,
administrators, personal representatives,  successors and assigns (collectively,
the "Fishman  Representatives"))  or any shares of Common Stock owned by Fishman
or  the  Fishman   Representatives  and  that  none  of  Fishman,   the  Fishman
Representatives  or the Company shall have any  obligation to one another under,
or by  virtue  of,  this  Agreement  from  and  after  June 22,  1999 (it  being
acknowledged  and understood that this Agreement shall continue in effect beyond
June 22,  1999  according  to its terms with  respect to the Company and Messrs.
Greenberg and Hayes and their respective heirs, successors,  representatives and
assigns).

          2.  Except  as  otherwise   expressly   set  forth  above,   the  1990
Stockholders' Agreement remains unmodified and in full force and effect.

         IN WITNESS WHEREOF,  the parties have executed this Fourth Amendment as
of the day and year first above written.

GUILFORD MILLS, INC.

By:/s/ Terrence E. Geremski                          /s/ Charles A. Hayes
   -------------------------                         ---------------------
   Terrence E. Geremski                              Charles A. Hayes
   Executive Vice President and
   Chief Financial Officer                           /s/ Maurice Fishman
                                                     ---------------------
                                                     Maurice Fishman

                                                     /s/ George Greenberg
                                                     ---------------------
                                                     George Greenberg 

Basic Info X:

Name: FOURTH AMENDMENT TO STOCKHOLDERS' AGREEMENT
Type: Fourth Amendment to Stockholders' Agreement
Date: Aug. 17, 1999
Company: GUILFORD MILLS INC
State: Delaware

Other info:

Date:

  • 22nd day of June , 1999
  • June 22 , 1990
  • June 22 , 2001
  • June 22 , 1999

Location:

  • Delaware
  • MILLS

Person:

  • GUILFORD MILLS
  • Terrence E. Geremski Charles A. Hayes
  • Maurice Fishman
  • George Greenberg