FOURTH AMENDMENT TO STOCKHOLDERS' AGREEMENT

 EXHIBIT (10)(e)

                   FOURTH AMENDMENT TO STOCKHOLDERS' AGREEMENT

         THIS FOURTH AMENDMENT TO STOCKHOLDERS' AGREEMENT is entered into this
23rd day of May, 1997, by and among CHARLES A. HAYES ("Hayes"), MAURICE FISHMAN
("Fishman") (Hayes and Fishman being collectively hereinafter referred to as the
"Stockholders"), and GUILFORD MILLS, INC., a Delaware corporation (the
"Company").

                                   WITNESSETH:

         WHEREAS, the Stockholders and the Company entered into a Stockholders'
Agreement, dated April 30, 1991, as amended, pursuant to which the Company is
required to purchase, upon the death of either Hayes or Fishman, such number of
shares of his Company common stock as equals $5,000,000 and $4,000,000,
respectively (the "1991 Stockholders' Agreement"); and

         WHEREAS, the Stockholders and the Company believe that it is desirable
to amend the 1991 Stockholders' Agreement as more fully set forth below.

         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:

         1. Section 7(c) of the 1991 Stockholders' Agreement is hereby deleted
in its entirety and the following section is inserted in its place:

            (c)      June 22, 1999.

         2. Except as otherwise expressly set forth above, the 1991
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.                                 STOCKHOLDERS:

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

Basic Info X:

Name: FOURTH AMENDMENT TO STOCKHOLDERS' AGREEMENT
Type: Fourth Amendment to Stockholders' Agreement
Date: Aug. 13, 1997
Company: GUILFORD MILLS INC
State: Delaware

Other info:

Date:

  • 23rd day of May , 1997
  • April 30 , 1991
  • June 22 , 1999

Location:

  • Delaware
  • MILLS

Money:

  • $ 5,000,000
  • $ 4,000,000

Person:

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