As filed with the Securities and Exchange Commission on May 12, 2000
                                              Registration No. 333-__________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              GUILFORD MILLS, INC.
             (Exact Name of Registrant as Specified in its Charter)


             DELAWARE                                   13-1995928
 (State or Other Jurisdiction               (I.R.S. Employer Identification No.)
of Incorporation or Organization)

                             4925 WEST MARKET STREET
                        GREENSBORO, NORTH CAROLINA 27407
                                 (336) 316-4000
               (Address, Including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)

                              GUILFORD MILLS, INC.
                        NON-EMPLOYEE DIRECTOR STOCK PLAN
                              (Full Title of Plan)

                                CHARLES A. HAYES
                              CHAIRMAN OF THE BOARD
                              GUILFORD MILLS, INC.
                             4925 WEST MARKET STREET
                        GREENSBORO, NORTH CAROLINA 27407
                                 (336) 316-4000
                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:

                             JEFFREY E. TABAK, ESQ.
                           WEIL, GOTSHAL & MANGES LLP
                                767 FIFTH AVENUE
                            NEW YORK, NEW YORK 10153
                                 (212) 310-8000


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
                                                                         Proposed Maximum      Proposed Maximum
    Title of Each Class of Securities to be           Amount to be        Offering Price      Aggregate Offering        Amount of
                  Registered                        Registered (1)(3)    Per Share (2)(3)        Price (2)(3)       Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                    <C>                  <C>                  <C>
Common Stock, par value $0.02 per share
(including Preferred Stock Purchase Rights) (3)       100,000 shares          $7.1875              $718,750             $190
====================================================================================================================================
</TABLE>

(1)        Plus such indeterminate number of shares of Common Stock of the
           Registrant as may be issued to prevent dilution resulting from stock
           dividends, stock splits or similar transactions in accordance with
           Rule 416 under the Securities Act of 1933.

(2)        Estimated pursuant to Rule 457(h) and Rule 457(c) under the
           Securities Act of 1933, based upon the average of the high and low
           prices of the Registrant's Common Stock as reported on the New York
           Stock Exchange on May 10, 2000.

(3)        Prior to the occurrence of certain events, the Preferred Stock
           Purchase Rights will not be evidenced separately from the Common
           Stock; the value attributable to such Rights, if any, is reflected in
           the market price of the Common Stock.

================================================================================


NY2:\873540\04\$Q1004!.DOC\51040.0001
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                     The documents containing the information specified in Part
I of this Registration Statement will be sent or given to plan participants as
specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act"). Such documents are not required to be and are not filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.










<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.              INCORPORATION OF DOCUMENTS BY REFERENCE.

                     The following documents filed with the Commission (File No.
1-6922) by Guilford Mills, Inc. (the "Company") are incorporated herein by
reference:

       (a)    The Company's Annual Report on Form 10-K for the fiscal year ended
              October 3, 1999;

       (b)    The Company's Quarterly Report on Form 10-Q for the quarter ended
              January 2, 2000; and

       (c)    The description of the Company's Common Stock, par value $0.02 per
              share (the "Common Stock"), contained in the Registration
              Statement on Form 8-A as filed with the Commission pursuant to
              Section 12 of the Securities Exchange Act of 1934 (the "Exchange
              Act"), including any amendment or report filed for the purpose of
              updating such description.

                     All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

ITEM 4.              DESCRIPTION OF SECURITIES.

                     Not applicable.

ITEM 5.              INTERESTS OF NAMED EXPERTS AND COUNSEL.

                     Not applicable.

ITEM 6.              INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                     Section 145 of the General Corporation Law of the State of
Delaware ("Section 145") empowers a corporation to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or enterprise. Depending on the character of the proceeding, a
corporation may indemnify against expenses (including attorneys' fees),
judgments, fines and/or amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding if the person
indemnified acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interest of the corporation, and, with
respect to any criminal action or proceeding, had no cause to believe such
person's conduct was unlawful. In the case of an action by or in the right of
the corporation, no indemnification may be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine that despite the
adjudication of liability such person is fairly and reasonably entitled to
indemnify for such expenses which the court shall deem proper. Section 145


                                      II-1
<PAGE>
further provides that to the extent a director, officer, employee or agent of a
corporation has been successful in the defense of any action, any claim, issue
or matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith. Section 145 also states that the indemnification and advancement of
expenses provided for in such section shall not be deemed exclusive of any other
rights to which the indemnified party may be entitled and empowers the
corporation to purchase and maintain insurance on behalf of directors, officers,
employees and agents of the corporation against any liability asserted against
such person or incurred by such person in any such capacity or arising out of
such person's status as such whether or not the corporation would have the power
to indemnify such person against such liabilities under Section 145.
Indemnification rights and advancement of expenses to which a director, officer,
employee or agent is entitled under Section 145 continue for the benefit of the
successors of such person.

                     The By-laws of the Company contain provisions which are
designed to provide for indemnification of the directors and officers of the
Company to the full extent permitted by law, as now in effect or later amended.

                     In addition to the Company's By-law provisions, the Company
maintains liability insurance for its and its subsidiaries' directors and
officers for certain losses arising from claims or charges made against them in
their capacities as directors and officers of the Company or of a subsidiary.

ITEM 7.              EXEMPTION FROM REGISTRATION CLAIMED.

                     Not applicable.

ITEM 8.              EXHIBITS.

EXHIBIT NO.                               DESCRIPTION
-----------       --------------------------------------------------------------

4(a)     -        Restated Certificate of Incorporation of the Company, dated
                  June 8, 1999 (incorporated by reference to Exhibit 3 to the
                  Company's Quarterly Report on Form 10-Q for the fiscal quarter
                  ended July 4, 1999).

4(b)     -        By-Laws of the Company, as amended through January 1, 2000
                  (incorporated by reference to Exhibit 3 to the Company's
                  Quarterly Report on Form 10-Q for the fiscal quarter ended
                  January 2, 2000).

4(c)     -        Rights Agreement dated as of August 23, 1990 between the
                  Company and The First National Bank of Boston, as Rights Agent
                  (incorporated by reference to Exhibit 1 to the Company's
                  Current Report on Form 8-K filed with the SEC on September 7,
                  1990).

4(d)     -        Appointment of Successor Rights agent, dated January 28,
                  1994, between the Company and Wachovia Bank of North Carolina,
                  N.A. (incorporated by reference to Exhibit 4(e) to the
                  Company's Annual Report of Form 10-K for the fiscal Year ended
                  October 1, 1995).

4(e)     -        Appointment of Successor Rights Agent, dated as of April 1,
                  1999, between the Company and American Stock Transfer & Trust
                  Company (incorporated by reference to Exhibit 4(a) to the
                  Company's Quarterly Report on Form 10-Q for the fiscal quarter
                  ended April 4, 1999).


                                      II-2
<PAGE>
23       -        Consent of Arthur Andersen LLP. (filed herewith)

24       -        Power of Attorney (included as part of the signature page to
                  this Registration Statement and incorporated herein by
                  reference).

99(a)    -        Guilford Mills, Inc. Non-Employee Director Stock Plan.
                  (filed herewith)


ITEM 9.              UNDERTAKINGS.

        (a)     The undersigned Registrant hereby undertakes:

                (1)     to file, during any period in which offers or sales are
                        being made, a post-effective amendment to this
                        Registration Statement;

                        (i)     to include any prospectus required by Section
                                10(a)(3) of the Securities Act;

                        (ii)    to reflect in the prospectus any facts or events
                                arising after the effective date of the
                                Registration Statement (or the most recent
                                post-effective amendment thereof) which,
                                individually or in the aggregate, represent a
                                fundamental change in the information set forth
                                in the Registration Statement. Notwithstanding
                                the foregoing, any increase or decrease in
                                volume of securities offered (if the total
                                dollar value of securities offered would not
                                exceed that which was registered) and any
                                deviation from the low or high end of the
                                estimated maximum offering range may be
                                reflected in the form of prospectus filed with
                                the Commission pursuant to Rule 424(b) if, in
                                the aggregate, the changes in volume and price
                                represent no more than a 20 percent change in
                                the maximum aggregate offering price set forth
                                in the "Calculation of Registration Fee" table
                                in the effective Registration Statement;

                        (iii)   to include any material information with respect
                                to the plan of distribution not previously
                                disclosed in the Registration Statement or any
                                material change to such information in the
                                Registration Statement;

                provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) do
                not apply if the information required to be included in a
                post-effective amendment by the foregoing paragraphs is
                contained in periodic reports filed with or furnished to the
                Commission by the Company pursuant to Section 13 or Section
                15(d) of the Exchange Act that are incorporated by reference in
                the Registration Statement.

                (2)     That, for the purpose of determining any liability under
                        the Securities Act, each such post-effective amendment
                        shall be deemed to be a new Registration Statement
                        relating to the securities offered therein, and the
                        offering of such securities at that time shall be deemed
                        to be the initial bona fide offering thereof.

                (3)     To remove from registration by means of a post-effective
                        amendment any of the securities being registered which
                        remain unsold at the termination of the offering.

        (b)     The undersigned Registrant hereby undertakes that, for purposes
                of determining any liability under the Securities Act, each
                filing of the Registrant's annual report pursuant to Section


                                      II-3
<PAGE>
                13(a) or Section 15(d) of the Exchange Act that is incorporated
                by reference in the Registration Statement shall be deemed to be
                a new Registration Statement relating to the securities offered
                therein, and the offering of such securities at that time shall
                be deemed to be the initial bona fide offering thereof.

        (c)     Insofar as indemnification for liabilities arising under the
                Securities Act may be permitted to directors, officers and
                controlling persons of the Registrant pursuant to the foregoing
                provisions, or otherwise, the Registrant has been advised that
                in the opinion of the Securities and Exchange Commission such
                indemnification is against public policy as expressed in the
                Securities Act and is, therefore, unenforceable. In the event
                that a claim for indemnification against such liabilities (other
                than the payment by the Registrant of expenses incurred or paid
                by a director, officer or controlling person of the Registrant
                in the successful defense of any action, suit or proceeding) is
                asserted by such director, officer or controlling person in
                connection with the securities being registered, the Registrant
                will, unless in the opinion of its counsel the matter has been
                settled by controlling precedent, submit to a court of
                appropriate jurisdiction the question whether such
                indemnification by it is against public policy as expressed in
                the Securities Act and will be governed by the final
                adjudication of such issue.










                                      II-4
<PAGE>
                                   SIGNATURES

                     Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Greensboro, State of North Carolina, on this 12th
day of May, 2000.

                                        GUILFORD MILLS, INC.

                                        By: Terrence E. Geremski
                                            ----------------------------------
                                            Name: Terrence E. Geremski
                                            Title: Executive Vice President
                                                   and Chief Financial Officer


                                POWER OF ATTORNEY

                     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints each of Terrence E. Geremski,
Robert A. Emken, Jr., or any of them, each acting individually, such person's
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for such person and in such person's name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

                     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
           Signature                                                  Title                                     Date
           ---------                                                  -----                                     ----
<S>                                                     <C>                                               <C>
           Charles A. Hayes                              Chairman of the Board                              May 12, 2000
------------------------------------------------         of Directors
Charles A. Hayes


           John A. Emrich                                Director; President                                May 12, 2000
------------------------------------------------         and Chief Executive Officer
John A. Emrich                                           (Principal Executive Officer)


           Terrence E. Geremski                          Director; Executive                                May 12, 2000
------------------------------------------------         Vice President and Chief Financial
Terrence E. Geremski                                     Officer (Principal Financial
                                                         and Accounting Officer)


           George Greenberg                              Vice Chairman of the                               May 12, 2000
------------------------------------------------         Board of Directors
George Greenberg



           Tomokazu Adachi                               Director                                           May 12, 2000
------------------------------------------------
Tomokazu Adachi




                                      II-5
<PAGE>

           Donald B. Dixon                                Director                                          May 12, 2000
------------------------------------------------
Donald B. Dixon



           Paul G. Gillease                               Director                                          May 12, 2000
------------------------------------------------
Paul G. Gillease



           Bruno Hofmann                                  Director                                          May 12, 2000
------------------------------------------------
Bruno Hofmann



                                                          Director                                          May 12, 2000
------------------------------------------------
Stephen C. Hassenfelt



           Sherry R. Jacobs                               Director                                          May 12, 2000
------------------------------------------------
Sherry R. Jacobs



           Stig A. Kry                                    Director                                          May 12, 2000
------------------------------------------------
Stig A. Kry



           Grant M. Wilson                                Director                                          May 12, 2000
------------------------------------------------
Grant M. Wilson



           Jacobo Zaidenweber                             Director                                          May 12, 2000
------------------------------------------------
Jacobo Zaidenweber










                                      II-6
<PAGE>
                                  EXHIBIT INDEX

EXHIBIT NO.                               DESCRIPTION
-----------       --------------------------------------------------------------

4(a)     -        Restated Certificate of Incorporation of the Company, dated
                  June 8, 1999 (incorporated by reference to Exhibit 3 to the
                  Company's Quarterly Report on Form 10-Q for the fiscal quarter
                  ended July 4, 1999).

4(b)     -        By-Laws of the Company, as amended through January 1, 2000
                  (incorporated by reference to Exhibit 3 to the Company's
                  Quarterly Report on Form 10-Q for the fiscal quarter ended
                  January 2, 2000).

4(c)     -        Rights Agreement dated as of August 23, 1990 between the
                  Company and The First National Bank of Boston, as Rights Agent
                  (incorporated by reference to Exhibit 1 to the Company's
                  Current Report on Form 8-K filed with the SEC on September 7,
                  1990).

4(d)     -        Appointment of Successor Rights agent, dated January 28,
                  1994, between the Company and Wachovia Bank of North Carolina,
                  N.A. (incorporated by reference to Exhibit 4(e) to the
                  Company's Annual Report of Form 10-K for the fiscal Year ended
                  October 1, 1995).

4(e)     -        Appointment of Successor Rights Agent, dated as of April 1,
                  1999, between the Company and American Stock Transfer & Trust
                  Company (incorporated by reference to Exhibit 4(a) to the
                  Company's Quarterly Report on Form 10-Q for the fiscal quarter
                  ended April 4, 1999).

23       -        Consent of Arthur Andersen LLP. (filed herewith)

24       -        Power of Attorney (included as part of the signature page to
                  this Registration Statement and incorporated herein by
                  reference).

99(a)    -        Guilford Mills, Inc. Non-Employee Director Stock Plan.
                  (filed herewith)




</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 25712}]
{"company-data": {"conformed-name": "GUILFORD MILLS INC", "cik": "0000044471", "assigned-sic": "2250", "irs-number": "131995928", "state-of-incorporation": "DE", "fiscal-year-end": "1030"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36984", "film-number": "630307"}, "business-address": {"street1": "5201 WEST MARKET STREET", "city": "GREENSBORO", "state": "NC", "zip": "27409", "phone": "3363164688"}, "mail-address": {"street1": "5201 WEST MARKET STREET", "city": "GREENSBORO", "state": "NC", "zip": "27409"}}
As filed with the Securities and Exchange Commission on May 12, 2000
                                              Registration No. 333-__________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              GUILFORD MILLS, INC.
             (Exact Name of Registrant as Specified in its Charter)

             DELAWARE                                   13-1995928
 (State or Other Jurisdiction               (I.R.S. Employer Identification No.)
of Incorporation or Organization)

                             4925 WEST MARKET STREET
                        GREENSBORO, NORTH CAROLINA 27407
                                 (336) 316-4000
               (Address, Including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)

                              GUILFORD MILLS, INC.
                        NON-EMPLOYEE DIRECTOR STOCK PLAN
                              (Full Title of Plan)

                                CHARLES A. HAYES
                              CHAIRMAN OF THE BOARD
                              GUILFORD MILLS, INC.
                             4925 WEST MARKET STREET
                        GREENSBORO, NORTH CAROLINA 27407
                                 (336) 316-4000
                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:

                             JEFFREY E. TABAK, ESQ.
                           WEIL, GOTSHAL & MANGES LLP
                                767 FIFTH AVENUE
                            NEW YORK, NEW YORK 10153
                                 (212) 310-8000

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                         Proposed Maximum      Proposed Maximum
    Title of Each Class of Securities to be           Amount to be        Offering Price      Aggregate Offering        Amount of
                  Registered                        Registered (1)(3)    Per Share (2)(3)        Price (2)(3)       Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.02 per share
(including Preferred Stock Purchase Rights) (3)       100,000 shares          $7.1875              $718,750             $190
====================================================================================================================================
(1)        Plus such indeterminate number of shares of Common Stock of the
           Registrant as may be issued to prevent dilution resulting from stock
           dividends, stock splits or similar transactions in accordance with
           Rule 416 under the Securities Act of 1933.

(2)        Estimated pursuant to Rule 457(h) and Rule 457(c) under the
           Securities Act of 1933, based upon the average of the high and low
           prices of the Registrant's Common Stock as reported on the New York
           Stock Exchange on May 10, 2000.

(3)        Prior to the occurrence of certain events, the Preferred Stock
           Purchase Rights will not be evidenced separately from the Common
           Stock; the value attributable to such Rights, if any, is reflected in
           the market price of the Common Stock.

================================================================================

NY2:\873540\04\$Q1004!.DOC\51040.0001
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                     The documents containing the information specified in Part
I of this Registration Statement will be sent or given to plan participants as
specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act"). Such documents are not required to be and are not filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.              INCORPORATION OF DOCUMENTS BY REFERENCE.

                     The following documents filed with the Commission (File No.
1-6922) by Guilford Mills, Inc. (the "Company") are incorporated herein by
reference:

       (a)    The Company's Annual Report on Form 10-K for the fiscal year ended
              October 3, 1999;

       (b)    The Company's Quarterly Report on Form 10-Q for the quarter ended
              January 2, 2000; and

       (c)    The description of the Company's Common Stock, par value $0.02 per
              share (the "Common Stock"), contained in the Registration
              Statement on Form 8-A as filed with the Commission pursuant to
              Section 12 of the Securities Exchange Act of 1934 (the "Exchange
              Act"), including any amendment or report filed for the purpose of
              updating such description.

                     All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

ITEM 4.              DESCRIPTION OF SECURITIES.

                     Not applicable.

ITEM 5.              INTERESTS OF NAMED EXPERTS AND COUNSEL.

                     Not applicable.

ITEM 6.              INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                     Section 145 of the General Corporation Law of the State of
Delaware ("Section 145") empowers a corporation to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or enterprise. Depending on the character of the proceeding, a
corporation may indemnify against expenses (including attorneys' fees),
judgments, fines and/or amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding if the person
indemnified acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interest of the corporation, and, with
respect to any criminal action or proceeding, had no cause to believe such
person's conduct was unlawful. In the case of an action by or in the right of
the corporation, no indemnification may be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine that despite the
adjudication of liability such person is fairly and reasonably entitled to
indemnify for such expenses which the court shall deem proper. Section 145

                                      II-1
further provides that to the extent a director, officer, employee or agent of a
corporation has been successful in the defense of any action, any claim, issue
or matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith. Section 145 also states that the indemnification and advancement of
expenses provided for in such section shall not be deemed exclusive of any other
rights to which the indemnified party may be entitled and empowers the
corporation to purchase and maintain insurance on behalf of directors, officers,
employees and agents of the corporation against any liability asserted against
such person or incurred by such person in any such capacity or arising out of
such person's status as such whether or not the corporation would have the power
to indemnify such person against such liabilities under Section 145.
Indemnification rights and advancement of expenses to which a director, officer,
employee or agent is entitled under Section 145 continue for the benefit of the
successors of such person.

                     The By-laws of the Company contain provisions which are
designed to provide for indemnification of the directors and officers of the
Company to the full extent permitted by law, as now in effect or later amended.

                     In addition to the Company's By-law provisions, the Company
maintains liability insurance for its and its subsidiaries' directors and
officers for certain losses arising from claims or charges made against them in
their capacities as directors and officers of the Company or of a subsidiary.

ITEM 7.              EXEMPTION FROM REGISTRATION CLAIMED.

                     Not applicable.

ITEM 8.              EXHIBITS.

EXHIBIT NO.                               DESCRIPTION
-----------       --------------------------------------------------------------

4(a)     -        Restated Certificate of Incorporation of the Company, dated
                  June 8, 1999 (incorporated by reference to Exhibit 3 to the
                  Company's Quarterly Report on Form 10-Q for the fiscal quarter
                  ended July 4, 1999).

4(b)     -        By-Laws of the Company, as amended through January 1, 2000
                  (incorporated by reference to Exhibit 3 to the Company's
                  Quarterly Report on Form 10-Q for the fiscal quarter ended
                  January 2, 2000).

4(c)     -        Rights Agreement dated as of August 23, 1990 between the
                  Company and The First National Bank of Boston, as Rights Agent
                  (incorporated by reference to Exhibit 1 to the Company's
                  Current Report on Form 8-K filed with the SEC on September 7,
                  1990).

4(d)     -        Appointment of Successor Rights agent, dated January 28,
                  1994, between the Company and Wachovia Bank of North Carolina,
                  N.A. (incorporated by reference to Exhibit 4(e) to the
                  Company's Annual Report of Form 10-K for the fiscal Year ended
                  October 1, 1995).

4(e)     -        Appointment of Successor Rights Agent, dated as of April 1,
                  1999, between the Company and American Stock Transfer & Trust
                  Company (incorporated by reference to Exhibit 4(a) to the
                  Company's Quarterly Report on Form 10-Q for the fiscal quarter
                  ended April 4, 1999).

                                      II-2
23       -        Consent of Arthur Andersen LLP. (filed herewith)

24       -        Power of Attorney (included as part of the signature page to
                  this Registration Statement and incorporated herein by
                  reference).

99(a)    -        Guilford Mills, Inc. Non-Employee Director Stock Plan.
                  (filed herewith)

ITEM 9.              UNDERTAKINGS.

        (a)     The undersigned Registrant hereby undertakes:

                (1)     to file, during any period in which offers or sales are
                        being made, a post-effective amendment to this
                        Registration Statement;

                        (i)     to include any prospectus required by Section
                                10(a)(3) of the Securities Act;

                        (ii)    to reflect in the prospectus any facts or events
                                arising after the effective date of the
                                Registration Statement (or the most recent
                                post-effective amendment thereof) which,
                                individually or in the aggregate, represent a
                                fundamental change in the information set forth
                                in the Registration Statement. Notwithstanding
                                the foregoing, any increase or decrease in
                                volume of securities offered (if the total
                                dollar value of securities offered would not
                                exceed that which was registered) and any
                                deviation from the low or high end of the
                                estimated maximum offering range may be
                                reflected in the form of prospectus filed with
                                the Commission pursuant to Rule 424(b) if, in
                                the aggregate, the changes in volume and price
                                represent no more than a 20 percent change in
                                the maximum aggregate offering price set forth
                                in the "Calculation of Registration Fee" table
                                in the effective Registration Statement;

                        (iii)   to include any material information with respect
                                to the plan of distribution not previously
                                disclosed in the Registration Statement or any
                                material change to such information in the
                                Registration Statement;

                provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) do
                not apply if the information required to be included in a
                post-effective amendment by the foregoing paragraphs is
                contained in periodic reports filed with or furnished to the
                Commission by the Company pursuant to Section 13 or Section
                15(d) of the Exchange Act that are incorporated by reference in
                the Registration Statement.

                (2)     That, for the purpose of determining any liability under
                        the Securities Act, each such post-effective amendment
                        shall be deemed to be a new Registration Statement
                        relating to the securities offered therein, and the
                        offering of such securities at that time shall be deemed
                        to be the initial bona fide offering thereof.

                (3)     To remove from registration by means of a post-effective
                        amendment any of the securities being registered which
                        remain unsold at the termination of the offering.

        (b)     The undersigned Registrant hereby undertakes that, for purposes
                of determining any liability under the Securities Act, each
                filing of the Registrant's annual report pursuant to Section

                                      II-3
13(a) or Section 15(d) of the Exchange Act that is incorporated
                by reference in the Registration Statement shall be deemed to be
                a new Registration Statement relating to the securities offered
                therein, and the offering of such securities at that time shall
                be deemed to be the initial bona fide offering thereof.

        (c)     Insofar as indemnification for liabilities arising under the
                Securities Act may be permitted to directors, officers and
                controlling persons of the Registrant pursuant to the foregoing
                provisions, or otherwise, the Registrant has been advised that
                in the opinion of the Securities and Exchange Commission such
                indemnification is against public policy as expressed in the
                Securities Act and is, therefore, unenforceable. In the event
                that a claim for indemnification against such liabilities (other
                than the payment by the Registrant of expenses incurred or paid
                by a director, officer or controlling person of the Registrant
                in the successful defense of any action, suit or proceeding) is
                asserted by such director, officer or controlling person in
                connection with the securities being registered, the Registrant
                will, unless in the opinion of its counsel the matter has been
                settled by controlling precedent, submit to a court of
                appropriate jurisdiction the question whether such
                indemnification by it is against public policy as expressed in
                the Securities Act and will be governed by the final
                adjudication of such issue.

                                      II-4
SIGNATURES

                     Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Greensboro, State of North Carolina, on this 12th
day of May, 2000.

                                        GUILFORD MILLS, INC.

                                        By: Terrence E. Geremski
                                            ----------------------------------
                                            Name: Terrence E. Geremski
                                            Title: Executive Vice President
                                                   and Chief Financial Officer

                                POWER OF ATTORNEY

                     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints each of Terrence E. Geremski,
Robert A. Emken, Jr., or any of them, each acting individually, such person's
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for such person and in such person's name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

                     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                                                  Title                                     Date
           ---------                                                  -----                                     ----
Charles A. Hayes                              Chairman of the Board                              May 12, 2000
------------------------------------------------         of Directors
Charles A. Hayes

           John A. Emrich                                Director; President                                May 12, 2000
------------------------------------------------         and Chief Executive Officer
John A. Emrich                                           (Principal Executive Officer)

           Terrence E. Geremski                          Director; Executive                                May 12, 2000
------------------------------------------------         Vice President and Chief Financial
Terrence E. Geremski                                     Officer (Principal Financial
                                                         and Accounting Officer)

           George Greenberg                              Vice Chairman of the                               May 12, 2000
------------------------------------------------         Board of Directors
George Greenberg

           Tomokazu Adachi                               Director                                           May 12, 2000
------------------------------------------------
Tomokazu Adachi

                                      II-5
Donald B. Dixon                                Director                                          May 12, 2000
------------------------------------------------
Donald B. Dixon

           Paul G. Gillease                               Director                                          May 12, 2000
------------------------------------------------
Paul G. Gillease

           Bruno Hofmann                                  Director                                          May 12, 2000
------------------------------------------------
Bruno Hofmann

                                                          Director                                          May 12, 2000
------------------------------------------------
Stephen C. Hassenfelt

           Sherry R. Jacobs                               Director                                          May 12, 2000
------------------------------------------------
Sherry R. Jacobs

           Stig A. Kry                                    Director                                          May 12, 2000
------------------------------------------------
Stig A. Kry

           Grant M. Wilson                                Director                                          May 12, 2000
------------------------------------------------
Grant M. Wilson

           Jacobo Zaidenweber                             Director                                          May 12, 2000
------------------------------------------------
Jacobo Zaidenweber

                                      II-6
EXHIBIT INDEX

EXHIBIT NO.                               DESCRIPTION
-----------       --------------------------------------------------------------

4(a)     -        Restated Certificate of Incorporation of the Company, dated
                  June 8, 1999 (incorporated by reference to Exhibit 3 to the
                  Company's Quarterly Report on Form 10-Q for the fiscal quarter
                  ended July 4, 1999).

4(b)     -        By-Laws of the Company, as amended through January 1, 2000
                  (incorporated by reference to Exhibit 3 to the Company's
                  Quarterly Report on Form 10-Q for the fiscal quarter ended
                  January 2, 2000).

4(c)     -        Rights Agreement dated as of August 23, 1990 between the
                  Company and The First National Bank of Boston, as Rights Agent
                  (incorporated by reference to Exhibit 1 to the Company's
                  Current Report on Form 8-K filed with the SEC on September 7,
                  1990).

4(d)     -        Appointment of Successor Rights agent, dated January 28,
                  1994, between the Company and Wachovia Bank of North Carolina,
                  N.A. (incorporated by reference to Exhibit 4(e) to the
                  Company's Annual Report of Form 10-K for the fiscal Year ended
                  October 1, 1995).

4(e)     -        Appointment of Successor Rights Agent, dated as of April 1,
                  1999, between the Company and American Stock Transfer & Trust
                  Company (incorporated by reference to Exhibit 4(a) to the
                  Company's Quarterly Report on Form 10-Q for the fiscal quarter
                  ended April 4, 1999).

23       -        Consent of Arthur Andersen LLP. (filed herewith)

24       -        Power of Attorney (included as part of the signature page to
                  this Registration Statement and incorporated herein by
                  reference).

99(a)    -        Guilford Mills, Inc. Non-Employee Director Stock Plan.
                  (filed herewith)