EXHIBIT 99.3
FOR IMMEDIATE RELEASE

                   EMPIRE OF CAROLINA ANNOUNCES PROPOSED SALE
                   OF SUBSTANTIALLY ALL OF ITS TOY OPERATIONS

Delray Beach, FL; June 5, 2001 - Empire of Carolina, Inc. (Other OTC: EMPIQ)
announced today that it and two of its subsidiaries, Empire Industries, Inc. and
Empire Toys (HK), Ltd., have entered into an agreement providing for the sale of
substantially all of the Company's toy operations, including assignment of
various licenses, intellectual property, executory contracts and existing
inventory. The proposed purchaser is Alpha International, Inc. The purchase
price for the assets is $5 million paid in cash to the Company and the
assumption by purchaser of certain related liabilities in the approximate
amount of $1.5 million. In connection with the sale, the Company will assign to
Alpha substantially all of its toy products and product lines, unfilled purchase
orders, rights in and to the name "Empire" with respect to the toy product
lines, rights in and to the intellectual and industrial property with respect to
the toy lines, all tooling, molds and equipment used in the design, engineering
or manufacture of the toy lines, all executory contracts and licenses in
connection with the toy lines, all pre- and post-petition litigation claims
connected with the toy lines, all toy lines' inventory located in the United
States and Hong Kong and all of its right, title and interest to the capital
stock of Empire Toys (HK), Ltd.

As a condition of closing, the purchaser is required to provide substitute cash
collateral or substitute letters of credit acceptable to the creditors and
vendors of Empire Toys (HK), Ltd. in replacement of Empire Toys (HK)'s existing
$3,000,000 (HKD) credit facility. The existing credit facility will be
terminated at closing. This credit facility is secured by a letter of credit
with the face amount of $3,000,000 (HKD) provided by LaSalle National Bank, N.A.
Should the purchaser fail to provide the substitute cash collateral or letter of
credit, LaSalle may terminate its letter of credit without continuing liability
to LaSalle and without any draw down of the letter of credit. After which, the
purchase price shall be increased by the face amount of LaSalle letter of credit
and the excess portion of the purchase price shall be delivered by the company
to LaSalle Bank at closing in order to secure LaSalle's continuing liability
under the letter of credit.

On June 1, 2001, the sale was preliminarily approved by the U.S. Bankruptcy
Court contingent upon receipt of higher bids. The Court approved a break up fee
not to exceed $100,000 to be paid to the purchaser in the event the purchaser is
not the highest bidder for the assets and has paid a deposit to the company as
set forth in the Asset Purchase Agreement. The Court has set a final sale
hearing for June 27, 2001, at which time, if no higher bids are received, the
sale will be finally approved.

Empire of Carolina, Inc. and Empire Industries, Inc. filed for reorganization
under Chapter 11 on November 17, 2000 and has continued operations on a
debtor-in-possession basis. Empire Toys (HK), Ltd. has not filed for relief
under the U.S. Bankruptcy Code.



This release contains certain forward-looking statements and information that
are based on management's beliefs, as well as assumptions made by and
information currently available to management, including management's plans and
objectives. Such statements are subject to various risks and uncertainties. The
Company's liquidity, capital resources, and results of operations may be
affected from time to time by a number of factors and risks, including, but not
limited to, the factors described in the Company's filings with the Securities
and Exchange Commission; the ability of the Company to continue operations under
debtor-in-possession financing; operate successfully under a Chapter 11
proceeding; fund and execute a new operating plan for the Company; attract and
retain key executives and associates; generate cash flow; attract and retain
customers; and manage its business notwithstanding potential adverse publicity.
The Company undertakes no obligation to update any such factors or to publicly
announce the result of any revisions to any of the forward-looking statements
contained herein to reflect future events or developments.

CONTACT: Empire of Carolina, Inc., 561-498-4000.