Exhibit 3.3

                                AMENDMENTS TO THE
                          PILLOWTEX CORPORATION BYLAWS

                                      * * *

     The following amendments to the Amended and Restated Bylaws of Pillowtex
Corporation (the "Bylaws") were approved by the Board of Directors of Pillowtex
Corporation on November 5, 2001:

     1.   The first sentence of Article III, Section 6 of the Bylaws was amended
          to read in its entirety as follows:

          "Vacancies and newly created directorships resulting from any increase
          in the authorized number of directors may be filled only by a majority
          of the directors then in office though less than a quorum or by a sole
          remaining director."

     2.   The first sentence of Article III, Section 11 of the Bylaws was
          amended to read in its entirety as follows:

          "At all meetings of the Board of Directors, the presence of one-third
          of the number of directors fixed in the manner provided in Section 2
          of this Article III shall constitute a quorum for the transaction of
          business, unless a different number or portion is required by law, the
          Articles of Incorporation or these Bylaws."

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