content: SECURITIES AND EXCHANGE COMMISSION
  
                         WASHINGTON, DC  20549
  
                                ______
  
                               FORM 8-K
  
  
                            CURRENT REPORT
               PURSUANT TO SECTION 13 OR 15(D) OF THE
                   SECURITIES EXCHANGE ACT OF 1934
  
  
  
     February  24, 1997                     1-7023
  Date of Report (Date of            Commission File Number
  Earliest Event Reported)
  
  
                      QUAKER FABRIC CORPORATION
       (Exact Name of Registrant as Specified in its Charter)
  
  
            Delaware                            04-1933106
  (State or other jurisdiction               (I.R.S. Employer
       of incorporation)                  Identification Number)
  
  
  
  
                         941 Grinnell Street
                   Fall River, Massachusetts 02721
         (Address of Principal Executive Offices) (Zip Code)
  
  
  
  
                           (508) 678-1951
         (Registrant's telephone number, including area code)
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Item 5.   Other Events
  
  ADOPTION OF RIGHTS PLAN
  
       On February 24, 1997, the Board of Directors of Quaker
  Fabric Corporation (the "Corporation") declared a dividend
  distribution of one right (a "Right") to purchase one one-tenth
  of a share of the Common Stock, $.01 par value, of the
  Corporation (the "Common Shares") for each outstanding share of
  Common Stock, payable to the stockholders of record on March 14,
  1997 (the "Record Date").  The Board of Directors also authorized
  and directed the issuance of one Right with respect to each
  Common Share issued thereafter until the Distribution Date (as
  defined below) and, in certain circumstances, with respect to
  Common Shares issued after the Distribution Date.  Except as set
  forth below, each Right, when it becomes exercisable, entitles
  the registered holder to purchase from the Corporation one one-
  tenth of a Common Share at a price of $68.00 per whole Common
  Share (the "Purchase Price"), subject to adjustment.  The
  description and terms of the Rights are set forth in a Rights
  Agreement (the "Rights Agreement") between the Corporation and
  The First National Bank of Boston, as Rights Agent (the "Rights
  Agent"), dated as of March 4, 1997.
  
       Initially, the Rights will be attached to all certificates
  representing Common Shares then outstanding, and no separate
  Right Certificates will be distributed.  The Rights will separate
  from the Common Shares upon the earliest to occur of (i) a person
  or group of affiliated or associated persons having acquired
  beneficial ownership of 15% or more of the outstanding Common
  Shares (except pursuant to a Permitted Offer, as hereinafter
  defined) other than any Person who, as of the date hereof,
  beneficially owns 20% or more of the outstanding Common Shares or
  any Person (other than a Person who is then an Acquiring Person)
  who acquires 15% or more of the outstanding Common Shares from
  such a Person who, immediately prior to such acquisition,
  continues to be a Person who beneficially owns 20% or more of the
  outstanding Common Shares ("Qualified Persons"); provided that a
  Qualified Person shall cease to be a Qualified Person if such
  Person ceases to beneficially own at least 5% of the outstanding
  Common Shares; or (ii) commencement of, or announcement of an
  intention to make, a tender offer or exchange offer the
  consummation of which would result in a person (other than a
  Qualified Person) or group becoming an Acquiring Person (as
  hereinafter defined) (the earliest of such dates being called the
  "Distribution Date").  A person or group whose acquisition of
  Common Shares causes a Distribution Date pursuant to clause (i)
  above is an "Acquiring Person."  The date that a person or group
  becomes an Acquiring Person is the "Shares Acquisition Date."  A
  person who acquires Common Shares pursuant to a tender or
  exchange offer which is for all outstanding Common Shares at a
  price and on terms which a majority of the Board of Directors
  determines (prior to acquisition) to be adequate and in the best
  interests of the Corporation and its stockholders (other than
  such person, its affiliates and associates) (a "Permitted Offer")
  will not be deemed to be an Acquiring Person and such person's
  ownership will not constitute a Distribution Date.
  
       The Rights Agreement provides that, until the Distribution
  Date, the Rights will be transferred with and only with the
  Common Shares.  Until the Distribution Date (or earlier
  redemption or expiration of the Rights), new Common Share
  certificates issued after the Record Date upon the transfer or
  new issuance of Common Shares will contain a notation
  incorporating the Rights Agreement by reference.  Until the
  Distribution Date (or earlier redemption or expiration of the
  Rights), the surrender for transfer of any certificates for
  Common Shares outstanding as of the Record Date, even without
  such notation or a copy of this Summary of Rights being attached
  thereto, will also constitute the transfer of the Rights
  associated with the Common Shares represented by such
  certificate.  As soon as practicable following the Distribution
  Date, separate certificates evidencing the Rights ("Right
  Certificates") will be mailed to holders of record of the Common
  Shares as of the close of business on the Distribution Date (and
  to each initial record holder of certain Common Shares issued
  after the Distribution Date), and such separate Right
  Certificates alone will evidence the Rights. 
  
       The Rights are not exercisable until the Distribution Date,
  and will expire at the close of business on March 4, 2007, unless
  earlier redeemed by the Corporation as described below.
  
       In the event that any person becomes an Acquiring Person,
  each holder of Rights (other than Rights that have become void as
  described below) will thereafter have the right (the "Flip-In
  Right") to receive, upon exercise of such Rights, the number of
  Common Shares (or, in certain circumstances, other securities of
  the Corporation) having a value (immediately prior to such
  triggering event) equal to two times the aggregate exercise price
  of such Rights.  The Board, at its option, may exchange each
  Right (other than those that have become void as described below)
  for one Common Share in lieu of the Flip-In Right, provided no
  person is the beneficial owner of 50% or more of the Common
  Shares at the time of such exchange.  Notwithstanding the
  foregoing, following the occurrence of the event described above,
  all Rights that are or (under certain circumstances specified in
  the Rights Agreement) were beneficially owned by any Acquiring
  Person or any affiliate or associate thereof will be null and
  void.
  
       In the event that, at any time following the Shares
  Acquisition Date, (i) the Corporation is acquired in a merger or
  other business combination transaction in which the holders of
  all of the outstanding Common Shares immediately prior to the
  consummation of the transaction are not the holders of all of the
  surviving corporation's voting power, or (ii) more than 50% of
  the Corporation's assets or earning power is sold or transferred,
  then each holder of Rights (except Rights which previously have
  been voided as set forth above) shall thereafter have the right
  (the "Flip-Over Right") to receive, upon exercise of such Rights,
  common shares of the acquiring company having a value equal to
  two times the aggregate exercise price of the Rights; provided,
  however, that the Flip Over Right shall not apply to (A) any
  transaction described in clause (i) if (x) such transaction is
  with a person or persons (or a wholly owned subsidiary of any
  such person or persons) that acquired Common Shares pursuant to a
  Permitted Offer and (y) the price and form of consideration
  offered in such transaction is the same as that paid to all
  holders of Common Shares whose shares were purchased to the
  Permitted Offer or (B) any transaction described in clause (i) or
  clause (ii) if such transaction is with a Qualified Person.  The
  holder of a Right will continue to have the Flip-Over Right
  whether or not such holder exercises or surrenders the Flip-In
  Right.
  
       The Purchase Price payable, and the number of Common Shares
  or other securities issuable, upon exercise of the Rights are
  subject to adjustment from time to time to prevent dilution (i)
  in the event of a stock dividend on, or a subdivision,
  combination or reclassification of, the Common Shares, (ii) upon
  the grant to holders of the Common Shares of certain rights or
  warrants to subscribe for or purchase Common Shares at a price,
  or securities convertible into Common Shares with a conversion
  price, less than the then current market price of the Common
  Shares, or (iii) upon the distribution to holders of the Common
  Shares of evidences of indebtedness or assets (excluding regular
  quarterly cash dividends) or of subscription rights or warrants
  (other than those referred to above).
  
       With certain exceptions, no adjustment in the Purchase Price
  will be required until cumulative adjustments require an
  adjustment of at least 1% in such Purchase Price.  No fractional
  Common Shares will be issued and, in lieu thereof, an adjustment
  in cash will be made based on the market price of the Common
  Shares on the last trading day prior to the date of exercise.
  
       At any time prior to the earlier to occur of (i) a person
  becoming an Acquiring Person or (ii) the expiration of the
  Rights, the Corporation may redeem the Rights in whole, but not
  in part, at a price of $.01 per Right (the "Redemption Price"),
  which redemption shall be effective at such time, on such basis
  and with such conditions as the Board of Directors may establish
  in its sole discretion.  The Corporation may, at its option, pay
  the Redemption Price in Common Shares.
  
       All of the provisions of the Rights Agreement may be amended
  by the Board of Directors prior to the Distribution Date.  After
  the Distribution Date, the provisions of the Rights Agreement may
  be amended by the Board in order to cure any ambiguity, defect or
  inconsistency, to make changes which do not adversely affect the
  interests of holders of Rights (excluding the interests of any
  Acquiring Person), or, subject to certain limitations, to shorten
  or lengthen any time period under the Rights Agreement.
  
       Until a Right is exercised, the holder thereof, as such,
  will have no rights as a stockholder of the Corporation,
  including, without limitation, the right to vote or to receive
  dividends.  While the distribution of the Rights will not be
  taxable to stockholders of the Corporation, stockholders may,
  depending upon the circumstances, recognize taxable income should
  the Rights become exercisable or upon the occurrence of certain
  events thereafter.
  
  
  Item 7.   Financial Statements and Exhibits.
  
            (c)  Exhibits
  
                 1.   Rights Agreement dated as of March 4, 1997
  between the Corporation and The First National Bank of Boston,
  with the form of Right Certificate attached as Exhibit A thereto
  and the Summary of Rights to Purchase Shares attached as Exhibit
  B thereto (incorporated herein by reference from the
  Corporation's Registration Statement on Form 8-A filed on March
  5,1997).
  
  
                                SIGNATURE
  
       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.
  
  
                                     QUAKER FABRIC CORPORATION
                                           (Registrant) 
  
  Dated: March 24, 1997         By:  /s/ Cynthia L. Gordan
                                     Name:   Cynthia L. Gordan
                                     Title:  Vice President,
                                               Secretary and
                                               General Counsel
  
  
  
  
  
                            EXHIBIT LIST
  
       1.   Rights Agreement dated as of March 4, 1997 between the 
            Corporation and The First National Bank of Boston 
            (incorporated herein by reference from the Corporation's Registration
            Statement on form 8-A filed on March 5, 1997).
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text: SECURITIES AND EXCHANGE COMMISSION
  
                         WASHINGTON, DC  20549
  
                                ______
  
                               FORM 8-K
  
                            CURRENT REPORT
               PURSUANT TO SECTION 13 OR 15(D) OF THE
                   SECURITIES EXCHANGE ACT OF 1934
  
     February  24, 1997                     1-7023
  Date of Report (Date of            Commission File Number
  Earliest Event Reported)
  
                      QUAKER FABRIC CORPORATION
       (Exact Name of Registrant as Specified in its Charter)
  
            Delaware                            04-1933106
  (State or other jurisdiction               (I.R.S. Employer
       of incorporation)                  Identification Number)
  
                         941 Grinnell Street
                   Fall River, Massachusetts 02721
         (Address of Principal Executive Offices) (Zip Code)
  
                           (508) 678-1951
         (Registrant's telephone number, including area code)
  
  Item 5.   Other Events
  
  ADOPTION OF RIGHTS PLAN
  
       On February 24, 1997, the Board of Directors of Quaker
  Fabric Corporation (the "Corporation") declared a dividend
  distribution of one right (a "Right") to purchase one one-tenth
  of a share of the Common Stock, $.01 par value, of the
  Corporation (the "Common Shares") for each outstanding share of
  Common Stock, payable to the stockholders of record on March 14,
  1997 (the "Record Date").  The Board of Directors also authorized
  and directed the issuance of one Right with respect to each
  Common Share issued thereafter until the Distribution Date (as
  defined below) and, in certain circumstances, with respect to
  Common Shares issued after the Distribution Date.  Except as set
  forth below, each Right, when it becomes exercisable, entitles
  the registered holder to purchase from the Corporation one one-
  tenth of a Common Share at a price of $68.00 per whole Common
  Share (the "Purchase Price"), subject to adjustment.  The
  description and terms of the Rights are set forth in a Rights
  Agreement (the "Rights Agreement") between the Corporation and
  The First National Bank of Boston, as Rights Agent (the "Rights
  Agent"), dated as of March 4, 1997.
  
       Initially, the Rights will be attached to all certificates
  representing Common Shares then outstanding, and no separate
  Right Certificates will be distributed.  The Rights will separate
  from the Common Shares upon the earliest to occur of (i) a person
  or group of affiliated or associated persons having acquired
  beneficial ownership of 15% or more of the outstanding Common
  Shares (except pursuant to a Permitted Offer, as hereinafter
  defined) other than any Person who, as of the date hereof,
  beneficially owns 20% or more of the outstanding Common Shares or
  any Person (other than a Person who is then an Acquiring Person)
  who acquires 15% or more of the outstanding Common Shares from
  such a Person who, immediately prior to such acquisition,
  continues to be a Person who beneficially owns 20% or more of the
  outstanding Common Shares ("Qualified Persons"); provided that a
  Qualified Person shall cease to be a Qualified Person if such
  Person ceases to beneficially own at least 5% of the outstanding
  Common Shares; or (ii) commencement of, or announcement of an
  intention to make, a tender offer or exchange offer the
  consummation of which would result in a person (other than a
  Qualified Person) or group becoming an Acquiring Person (as
  hereinafter defined) (the earliest of such dates being called the
  "Distribution Date").  A person or group whose acquisition of
  Common Shares causes a Distribution Date pursuant to clause (i)
  above is an "Acquiring Person."  The date that a person or group
  becomes an Acquiring Person is the "Shares Acquisition Date."  A
  person who acquires Common Shares pursuant to a tender or
  exchange offer which is for all outstanding Common Shares at a
  price and on terms which a majority of the Board of Directors
  determines (prior to acquisition) to be adequate and in the best
  interests of the Corporation and its stockholders (other than
  such person, its affiliates and associates) (a "Permitted Offer")
  will not be deemed to be an Acquiring Person and such person's
  ownership will not constitute a Distribution Date.
  
       The Rights Agreement provides that, until the Distribution
  Date, the Rights will be transferred with and only with the
  Common Shares.  Until the Distribution Date (or earlier
  redemption or expiration of the Rights), new Common Share
  certificates issued after the Record Date upon the transfer or
  new issuance of Common Shares will contain a notation
  incorporating the Rights Agreement by reference.  Until the
  Distribution Date (or earlier redemption or expiration of the
  Rights), the surrender for transfer of any certificates for
  Common Shares outstanding as of the Record Date, even without
  such notation or a copy of this Summary of Rights being attached
  thereto, will also constitute the transfer of the Rights
  associated with the Common Shares represented by such
  certificate.  As soon as practicable following the Distribution
  Date, separate certificates evidencing the Rights ("Right
  Certificates") will be mailed to holders of record of the Common
  Shares as of the close of business on the Distribution Date (and
  to each initial record holder of certain Common Shares issued
  after the Distribution Date), and such separate Right
  Certificates alone will evidence the Rights. 
  
       The Rights are not exercisable until the Distribution Date,
  and will expire at the close of business on March 4, 2007, unless
  earlier redeemed by the Corporation as described below.
  
       In the event that any person becomes an Acquiring Person,
  each holder of Rights (other than Rights that have become void as
  described below) will thereafter have the right (the "Flip-In
  Right") to receive, upon exercise of such Rights, the number of
  Common Shares (or, in certain circumstances, other securities of
  the Corporation) having a value (immediately prior to such
  triggering event) equal to two times the aggregate exercise price
  of such Rights.  The Board, at its option, may exchange each
  Right (other than those that have become void as described below)
  for one Common Share in lieu of the Flip-In Right, provided no
  person is the beneficial owner of 50% or more of the Common
  Shares at the time of such exchange.  Notwithstanding the
  foregoing, following the occurrence of the event described above,
  all Rights that are or (under certain circumstances specified in
  the Rights Agreement) were beneficially owned by any Acquiring
  Person or any affiliate or associate thereof will be null and
  void.
  
       In the event that, at any time following the Shares
  Acquisition Date, (i) the Corporation is acquired in a merger or
  other business combination transaction in which the holders of
  all of the outstanding Common Shares immediately prior to the
  consummation of the transaction are not the holders of all of the
  surviving corporation's voting power, or (ii) more than 50% of
  the Corporation's assets or earning power is sold or transferred,
  then each holder of Rights (except Rights which previously have
  been voided as set forth above) shall thereafter have the right
  (the "Flip-Over Right") to receive, upon exercise of such Rights,
  common shares of the acquiring company having a value equal to
  two times the aggregate exercise price of the Rights; provided,
  however, that the Flip Over Right shall not apply to (A) any
  transaction described in clause (i) if (x) such transaction is
  with a person or persons (or a wholly owned subsidiary of any
  such person or persons) that acquired Common Shares pursuant to a
  Permitted Offer and (y) the price and form of consideration
  offered in such transaction is the same as that paid to all
  holders of Common Shares whose shares were purchased to the
  Permitted Offer or (B) any transaction described in clause (i) or
  clause (ii) if such transaction is with a Qualified Person.  The
  holder of a Right will continue to have the Flip-Over Right
  whether or not such holder exercises or surrenders the Flip-In
  Right.
  
       The Purchase Price payable, and the number of Common Shares
  or other securities issuable, upon exercise of the Rights are
  subject to adjustment from time to time to prevent dilution (i)
  in the event of a stock dividend on, or a subdivision,
  combination or reclassification of, the Common Shares, (ii) upon
  the grant to holders of the Common Shares of certain rights or
  warrants to subscribe for or purchase Common Shares at a price,
  or securities convertible into Common Shares with a conversion
  price, less than the then current market price of the Common
  Shares, or (iii) upon the distribution to holders of the Common
  Shares of evidences of indebtedness or assets (excluding regular
  quarterly cash dividends) or of subscription rights or warrants
  (other than those referred to above).
  
       With certain exceptions, no adjustment in the Purchase Price
  will be required until cumulative adjustments require an
  adjustment of at least 1% in such Purchase Price.  No fractional
  Common Shares will be issued and, in lieu thereof, an adjustment
  in cash will be made based on the market price of the Common
  Shares on the last trading day prior to the date of exercise.
  
       At any time prior to the earlier to occur of (i) a person
  becoming an Acquiring Person or (ii) the expiration of the
  Rights, the Corporation may redeem the Rights in whole, but not
  in part, at a price of $.01 per Right (the "Redemption Price"),
  which redemption shall be effective at such time, on such basis
  and with such conditions as the Board of Directors may establish
  in its sole discretion.  The Corporation may, at its option, pay
  the Redemption Price in Common Shares.
  
       All of the provisions of the Rights Agreement may be amended
  by the Board of Directors prior to the Distribution Date.  After
  the Distribution Date, the provisions of the Rights Agreement may
  be amended by the Board in order to cure any ambiguity, defect or
  inconsistency, to make changes which do not adversely affect the
  interests of holders of Rights (excluding the interests of any
  Acquiring Person), or, subject to certain limitations, to shorten
  or lengthen any time period under the Rights Agreement.
  
       Until a Right is exercised, the holder thereof, as such,
  will have no rights as a stockholder of the Corporation,
  including, without limitation, the right to vote or to receive
  dividends.  While the distribution of the Rights will not be
  taxable to stockholders of the Corporation, stockholders may,
  depending upon the circumstances, recognize taxable income should
  the Rights become exercisable or upon the occurrence of certain
  events thereafter.
  
  Item 7.   Financial Statements and Exhibits.
  
            (c)  Exhibits
  
                 1.   Rights Agreement dated as of March 4, 1997
  between the Corporation and The First National Bank of Boston,
  with the form of Right Certificate attached as Exhibit A thereto
  and the Summary of Rights to Purchase Shares attached as Exhibit
  B thereto (incorporated herein by reference from the
  Corporation's Registration Statement on Form 8-A filed on March
  5,1997).
  
                                SIGNATURE
  
       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.
  
                                     QUAKER FABRIC CORPORATION
                                           (Registrant) 
  
  Dated: March 24, 1997         By:  /s/ Cynthia L. Gordan
                                     Name:   Cynthia L. Gordan
                                     Title:  Vice President,
                                               Secretary and
                                               General Counsel
  
                            EXHIBIT LIST
  
       1.   Rights Agreement dated as of March 4, 1997 between the 
            Corporation and The First National Bank of Boston 
            (incorporated herein by reference from the Corporation's Registration
            Statement on form 8-A filed on March 5, 1997).