UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934

                                (Amendment No.2)

                            EMPIRE OF CAROLINA, INC.
                                (Name of Issuer)

                     Common Stock, par value $0.10 per share
                         (Title of Class of Securities)

                                    292007101
                                 (CUSIP Number)

                            EDWIN C. LAURENSON, ESQ.
                    Paul, Weiss, Rifkind, Wharton & Garrison
                           1285 Avenue of the Americas
                          New York, New York 10019-6064
                                 (212) 373-3000
                     (Name, Address and Telephone Number of
                      Person Authorized to Receive Notices
                               and Communications)

                                December 22, 1997
                     (Date of Event which Requires Filing of
                                 this Statement)




If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].


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CUSIP No.   292007101

1     NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

      Charles S. Holmes

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
      (a)

      (b)

3     SEC USE ONLY

4     SOURCE OF FUNDS
      NA

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
      TO ITEMS 2(D) OR 2(E)

6     CITIZENSHIP OR PLACE OR ORGANIZATION

      United States citizen

                                     7     SOLE VOTING POWER
              NUMBER OF                      3,753,752

               SHARES                8     SHARED VOTING POWER
            BENEFICIALLY                     -0-

              OWNED BY               9     SOLE DISPOSITIVE POWER
                EACH                         3,753,752

              REPORTING              10   SHARED DISPOSITIVE POWER
               PERSON                         -0-
                WITH

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      3,753,752

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
      SHARES

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      32.91%

14    TYPE OF REPORTING PERSON
      IN


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                              SCHEDULE 13D


            This Amendment No.2 (the "Amendment") amends the statement on
Schedule 13D filed on July 2, 1997 by Charles S. Holmes (the "Original Schedule
13D"), as amended by the Amendment No.1 filed on October 30, 1997 (the Original
Schedule 13D as so amended is referred to herein as the "Schedule 13D"). The
purpose of the Amendment is to correct an immaterial error in the information
provided in the Original Schedule 13D with respect to the number of Warrants
held by Mr. Charles Holmes and to report additional purchases of Warrants by Mr.
Charles Holmes. The number of Warrants held by Mr. Charles Holmes was reported
as being 2,078,252 in the Original Schedule 13D when in fact Mr. Charles Holmes
held 2,078,752 Warrants. Capitalized terms used herein and not otherwise defined
have the meaning assigned to them in the Schedule 13D.


ITEM 3.     SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 is amended by adding thereto the following paragraph:
- ------------------------------------------------------------

            On December 22, 1997, Mr. Charles Holmes purchased 50,000 additional
Warrants in a private transaction for an aggregate cash consideration of $50,000
paid by Mr. Charles Holmes from his personal funds.


ITEM 5.     INTEREST IN SECURITIES OF THE ISSUER.

Item 5 is amended and restated in its entirety as follows:
- ----------------------------------------------------------

            (a) Mr. Holmes has the right to acquire 1,000,000 shares of Common
Stock at any time upon conversion of all or any portion of the 125,000 shares of
Series A Preferred Stock held by him. In addition, Mr. Holmes has the right, as
owner of Warrants, to acquire all or any portion of 2,753,752 shares of Common
Stock at a price of $1.375 per share at any time prior to the expiration of the
Warrants on May 6, 2003. Accordingly, based upon calculations made in accordance
with Rule 13d-3(d) and information provided by the Company that 7,653,564 shares
of Common Stock are currently outstanding, Mr. Holmes has sole voting and/or
dispositive power over the equivalent of 3,753,752 shares of Common Stock (or
32.91% of the Common Stock). There are currently 2,100,000 shares of Series A
Preferred Stock outstanding, with respect to which Mr. Holmes has sole voting
and dispositive power over 125,000 shares (or 5.95% of the class). The currently
outstanding shares of Series A Preferred Stock may be converted into 16,800,000
shares of Common Stock, with the result that Mr. Holmes has voting power, when
the currently outstanding Series A Preferred Stock is combined with the
currently outstanding Common Stock, over 4.09% of the combined classes.


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            (b) Mr. Holmes has sole power to vote and dispose of the Series A
Preferred Stock and Warrants held by him.

            (c) See Items 3 and 4 above.

            Paragraphs (d) and (e) of Item 5 of Schedule 13D are not applicable
to this filing.




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                                SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in the statement is true, complete and correct.

Date: January 9, 1998

                                /s/ Charles S. Holmes
                                -------------------------
                                Charles S. Holmes