SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  ------------

                                 SCHEDULE 13E-3

                                 (RULE 13e-100)

           TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES
                 EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER

           RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                (AMENDMENT NO. 1)

                            Springs Industries, Inc.
- ------------------------------------------------------------------------------
                                (Name of Issuer)

                            Springs Industries, Inc.
                      Heartland Industrial Partners, L.P.
                      Heartland Springs Investment Company
                               Crandall C. Bowles
                                Frances A. Close
                                 Leroy S. Close
                                 Patricia Close
                                Elliott S. Close
                               Hugh W. Close, Jr.
                                 Derick S. Close
                               Katherine A. Close
                                  Anne S. Close
                               The Springs Company
                            Kanawha Insurance Company
                                  Trust No. 3-M
                                  Trust No. T-3
                                  Trust No. 3-3
                                Trust No. 11-A-3
                                Trust No. 11-B-3
                                Trust No. 11-C-3
                                 Trust No. 12-3
                                  Trust No. 4-M
                                  Trust No. T-4
                                  Trust No. 3-4
                                Trust No. 11-A-4
                                Trust No. 11-B-4
                                Trust No. 11-C-4
                                 Trust No. 12-4
                                  Trust No. 5-M



                                  Trust No. T-5
                                  Trust No. 3-5
                                Trust No. 11-A-5
                                Trust No. 11-B-5
                                Trust No. 11-C-5
                                 Trust No. 12-5
                                  Trust No. 6-M
                                  Trust No. T-6
                                  Trust No. 3-6
                                Trust No. 11-A-6
                                Trust No. 11-B-6
                                Trust No. 11-C-6
                                 Trust No. 12-6
                                  Trust No. T-7
                                  Trust No. 3-7
                                Trust No. 11-A-7
                                Trust No. 11-B-7
                                Trust No. 11-C-7
                                 Trust No. 12-7
                                  Trust No. 8-M
                                  Trust No. T-8
                                  Trust No. 3-8
                                Trust No. 11-A-8
                                Trust No. 11-B-8
                                Trust No. 11-C-8
                                 Trust No. 12-8
                                Trust No. 9-M
                                  Trust No. T-9
                                  Trust No. 3-9
                                Trust No. 11-A-9
                                Trust No. 11-B-9
                                Trust No. 11-C-9
                                 Trust No. 12-9
                                 Trust No. 10-M
                                 Trust No. 10-A
                                 Trust No. 10-D
                                 Trust No. 10-E
                                Trust No. 11-A-10
                                Trust No. 11-B-10
                                Trust No. 11-C-10
                                 Trust No. 12-10
 ------------------------------------------------------------------------------
                      (Name of Person(s) Filing Statement)


                                      -2-





   Class A Common Stock, par value $.25 per share, of Springs Industries, Inc.
   Class B Common Stock, par value $.25 per share, of Springs Industries, Inc.
 ------------------------------------------------------------------------------
                         (Title of Class of Securities)

                       851783 10 0 (Class A Common Stock)
                       851783 20 9 (Class B Common Stock)
 ------------------------------------------------------------------------------
                      (CUSIP Number of Class of Securities)

           Crandall C. Bowles                       David A. Stockman
         Springs Industries, Inc.          Heartland Industrial Partners, L.P.
          205 North White Street              55 Railroad Avenue, 1st Floor
      Fort Mill, South Carolina 29715          Greenwich, Connecticut 06830
             (803) 547-1500                          (203) 861-2622
- -------------------------------------------------------------------------------
   (Name, Address and Telephone Number of Person Authorized to Receive Notices
           and Communications on Behalf of Person(s) Filing Statement)

                                 With copies to:

Elliott V. Stein, Esq.     W. Leslie Duffy, Esq.     Benjamin F. Stapleton, Esq.
  Wachtell, Lipton,       Cahill Gordon & Reindel       Sullivan & Cromwell
    Rosen & Katz
 51 West 52nd Street           80 Pine Street             125 Broad Street
 New York, New York 10019  New York, New York 10005    New York, New York 10004
   (212) 403-1000               (212) 701-3000             (212) 558-4000


      This statement is filed in connection with (check the appropriate box):

      a. |X| The filing of solicitation  materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.

      b. |_| The filing of a registration statement under the Securities Act
of 1933.

      c. |_| A tender offer.

      d. |_| None of the above.

      Check the  following  box if the  soliciting  materials  or  information
statement referred to in checking box (a) are preliminary copies: |X|

      Check the  following  box if the filing is a final  amendment  reporting
the results of the transaction: |_|

                            Calculation Of Filing Fee
- -------------------------------------------------------------------------------
              Transaction             |            Amount of Filing Fee
               Valuation*             |
- -------------------------------------------------------------------------------
                                      |
            $505,450,630.56           |                $101,090.13
- -------------------------------------------------------------------------------


                                      -3-





* For purposes of  calculating  the fee only.  Calculated in  accordance  with
Exchange  Act Rule 0-11.  Assumes  (1) the  purchase of  10,645,300  shares of
Class A Common Stock,  par value $.25 per share, and Class B Common Stock, par
value $.25 per share,  of Springs  Industries,  Inc.  at a price of $46.00 per
share in cash and (2) a cash-out  of  1,944,493  options to  purchase  Class A
Common Stock for an aggregate of $15,766,830.56.

|X| Check the box if any part of the fee is offset as  provided  by Exchange
    Act Rule  0-11(a)(2)  and identify the filing with which the offsetting fee
    was  previously   paid.   Identify  the  previous  filing  by  registration
    statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $101,578.82      Filing Party: Springs Industries, Inc.
                       ----------------               -------------------------

Form or Registration No.: Schedule 14A   Date Filed: May 9, 2001
                          -------------              --------------------------























                                      -4-





                                  INTRODUCTION

            This Amendment No. 1 to the Rule 13e-3 Transaction Statement on
Schedule 13E-3 (this "Transaction Statement"), first filed on May 9, 2001, is
being filed by (1) Springs Industries, Inc., a South Carolina corporation and
issuer of the class A common stock, par value $.25 per share ("Class A Common
Stock"), and the class B common stock, par value $.25 per share ("Class B Common
Stock"), which are the subject of the Rule 13e-3 transaction ("Springs"), (2)
each member of the Close family, (3) Heartland Industrial Partners, L.P., a
Delaware limited partnership ("Heartland") and (4) Heartland Springs Investment
Company, a South Carolina corporation newly organized by Heartland ("Heartland
Springs"). The Close family consists of (1) certain descendants of Leroy
Springs, Springs' founder, including Crandall C. Bowles, chairman and chief
executive officer of Springs, and Leroy S. Close, a director of Springs, (2)
certain trusts for the benefit of these Close family members and their children
and (3) two privately owned companies controlled by these individuals and
trusts.

            This Transaction Statement relates to the Recapitalization
Agreement, dated as of April 24, 2001, between Springs and Heartland Springs
(the "Recapitalization Agreement"). Under the Recapitalization Agreement,
Heartland Springs will be merged with and into Springs, with Springs as the
surviving corporation (the "Recapitalization"). At the effective time of the
Recapitalization, (i) each share of Class A Common Stock and Class B Common
Stock not owned by the Close family, by Heartland (or its co-investors), by key
management employees who elect prior to the effective time of the
recapitalization to retain their Springs shares ("Key Management Employees") and
by shareholders of Class B Common Stock who exercise their dissenters' rights,
would be converted into the right to receive $46.00 in cash, (ii) each share of
Class A Common Stock and Class B Common Stock owned by the Close family, by
Heartland (and its co-investors) and by Key Management Employees, would remain
outstanding and (iii) each share of common stock of Heartland Springs, all of
which would be held by Heartland (and its co-investors), would be converted into
one share of Class A Common Stock. As a result of the Recapitalization, Springs
would become privately held by the Close family, whose ownership interest in the
Company's common stock would increase from approximately 41% to approximately
56%, and Heartland, whose ownership interest in the Company's common stock would
be approximately 44%.

            Concurrently with the filing of this Transaction Statement, Springs
is filing with the Securities and Exchange Commission Amendment No. 1 to its
preliminary proxy statement (the "Proxy Statement") under Regulation 14A of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), relating to
the annual meeting of shareholders of Springs, at which the shareholders of
Springs will consider and vote upon, among other things, a proposal to approve
the Recapitalization Agreement and a proposal to amend Springs' articles of
incorporation to exempt Springs from the restrictions on business combinations
contained in the South Carolina Code. A copy of the Proxy Statement is attached
hereto as Exhibit (a)(1). The information in the Proxy Statement, including all
appendices thereto, is expressly incorporated by reference herein in its
entirety and responses to each item herein are qualified in their entirety by
the provisions of the Proxy Statement. As of the date hereof, the Proxy
Statement is in preliminary form and is subject to completion or amendment.



                                      -5-




ITEM 1.  SUMMARY TERM SHEET.

         The information contained in the section of the Proxy Statement
         entitled "Summary Term Sheet" is incorporated herein by reference.

ITEM 2.  SUBJECT COMPANY INFORMATION.

         (a)  The information contained in the section of the Proxy Statement
              entitled "Summary Term Sheet-Recapitalization Participants" is
              incorporated herein by reference.

         (b)  The information contained in the section of the Proxy Statement
              entitled "The Annual Meeting-Record Date; Outstanding Voting
              Securities" is incorporated herein by reference.

         (c)  The information contained in the section of the Proxy Statement
              entitled "Comparative Per Share Market Price and Dividend
              Information" is incorporated herein by reference.

         (d)  The information contained in the section of the Proxy Statement
              entitled "Comparative Per Share Market Price and Dividend
              Information" is incorporated herein by reference.

         (e)  Not applicable.

         (f)  Not applicable.

ITEM 3.  IDENTITY AND BACKGROUND OF FILING PERSON.

         (a)  The information contained in the sections of the Proxy
              Statement entitled "Summary Term Sheet-The Recapitalization,"
              "Information About the Recapitalization Participants," "Special
              Factors-Shareholders Agreement" and "Directors and Executive
              Officers of Springs" is incorporated herein by reference.

         (b)  The information contained in the section of the Proxy Statement
              entitled "Information About the Recapitalization Participants"
              is incorporated herein by reference.

         (c)(1)-(5) The information contained in the sections of the Proxy
                    Statement entitled "Information About the Recapitalization
                    Participants," "Directors and Executive Officers of Springs"
                    and "Election of Directors-Directors and Nominees" is
                    incorporated herein by reference.

ITEM 4.  TERMS OF THE TRANSACTION.

         (a)(1) Not applicable.



                                      -6-




         (a)(2) The information contained in the sections of the Proxy
                Statement entitled "Summary Term Sheet," "The Annual
                Meeting-Vote Required," "Special Factors-Structure of the
                Recapitalization," "Special Factors-Background of the
                Recapitalization," "Special Factors-Recommendation of the
                Special Committee and the Springs Board; Springs' Purpose and
                Reasons for the Recapitalization," "Special Factors-Springs'
                Position Regarding the Fairness of the Recapitalization,"
                "Special Factors-Opinion of UBS Warburg LLC," "Special
                Factors-The Close Family's Position Regarding the Fairness of
                the Recapitalization," "Special Factors-The Close Family's
                Purpose and Reasons for the Recapitalization," "Special
                Factors-Heartland's Position Regarding the Fairness of the
                Recapitalization," "Special Factors-Heartland's Purpose and
                Reasons for the Recapitalization," "Special
                Factors-Accounting Treatment" and "U.S. Federal Income Tax
                Consequences" is incorporated herein by reference.

         (c)  The information contained in the sections of the Proxy
              Statement entitled "Special Factors-Structure of the
              Recapitalization," "Special Factors-Interests of Certain
              Persons in the Recapitalization," "The
              Recapitalization-Treatment of Management Incentive Plans" and
              "Dissenters' Rights" is incorporated herein by reference.

         (d)  The information contained in the section of the Proxy Statement
              entitled "Dissenters' Rights" and in Appendix D to the Proxy
              Statement is incorporated herein by reference.

         (e)  The information contained in the section of the Proxy Statement
              entitled "Where You Can Find More Information" is incorporated
              herein by reference.

         (f)  Not applicable.

ITEM 5.  PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

         (a)(1)   Not applicable.

         (a)(2)   The information contained in the section of the Proxy
                  Statement entitled "Director and Executive Officer
                  Compensation-Directors' Compensation" is incorporated
                  herein by reference.

         (b)  The information contained in the sections of the Proxy
              Statement entitled "Special Factors-Background of the
              Recapitalization," "Special Factors-Shareholders Agreement" and
              "The Recapitalization" is incorporated herein by reference.

         (c)  The information contained in the sections of the Proxy
              Statement entitled "Special Factors-Background of the
              Recapitalization" and "Special Factors-Shareholders Agreement"
              is incorporated herein by reference.



                                      -7-




         (e)  The information contained in the sections of the Proxy
              Statement entitled "Special Factors-Background of the
              Recapitalization," "Special Factors-Interests of Certain
              Persons in the Recapitalization," "Special Factors-Shareholders
              Agreement," "Financing for the Recapitalization" and "The
              Recapitalization" is incorporated herein by reference.

ITEM 6.  PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

         (b)  The information contained in the sections of the Proxy
              Statement entitled "Special Factors-Structure of the
              Recapitalization," "Special Factors-Certain Effects of the
              Recapitalization," "Special Factors-Plans for Springs after the
              Recapitalization" and "The Recapitalization-Recapitalization
              Consideration" is incorporated herein by reference.

         (c)(1)-(8) The information contained in the sections of the
                    Proxy Statement entitled "Special Factors-Structure of the
                    Recapitalization," "Special Factors-Background of the
                    Recapitalization," "Special Factors-Shareholders
                    Agreement," "Special Factors-Certain Effects of the
                    Recapitalization," "Special Factors-Plans for Springs after
                    the Recapitalization," "Financing for the
                    Recapitalization," "The Recapitalization" and "Comparative
                    Per Share Market Price and Dividend Information" is
                    incorporated herein by reference.

ITEM 7.  PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.

         (a)-(c) The information contained in the sections of the Proxy
                 Statement entitled "Special Factors-Background of the
                 Recapitalization," "Special Factors-Recommendation of the
                 Special Committee and the Springs Board; Springs' Purpose and
                 Reasons for the Recapitalization," "Special Factors-Springs'
                 Position Regarding the Fairness of the Recapitalization,"
                 "Special Factors-Opinion of UBS Warburg LLC," "Special
                 Factors-The Close Family's Position Regarding the Fairness of
                 the Recapitalization," "Special Factors-The Close Family's
                 Purpose and Reasons for the Recapitalization," "Special
                 Factors-Heartland's Position Regarding the Fairness of the
                 Recapitalization" and "Special Factors-Heartland's Purpose
                 and Reasons for the Recapitalization" is incorporated herein
                 by reference.

         (d)  The information contained in the sections of the Proxy
              Statement entitled "Summary Term Sheet," "Special
              Factors-Structure of the Recapitalization," "Special
              Factors-Recommendation of the Special Committee and the Springs
              Board; Springs' Purpose and Reasons for the Recapitalization,"
              "Special Factors-Springs' Position Regarding the Fairness of
              the Recapitalization," "Special Factors-Opinion of UBS Warburg
              LLC," "Special Factors-The Close Family's Position Regarding
              the Fairness of the Recapitalization," "Special Factors-The
              Close Family's Purpose and Reasons for the Recapitalization,"
              "Special Factors-Heartland's Position Regarding the Fairness of
              the Recapitalization," "Special Factors-Heartland's Purpose and



                                      -8-



              Reasons for the Recapitalization," "Special Factors-Interests
              of Certain Persons in the Recapitalization," "Special
              Factors-Shareholders Agreement," "Special Factors-Certain
              Effects of the Recapitalization," "Special Factors-Plans for
              Springs after the Recapitalization," "Special
              Factors-Accounting Treatment," "Financing for the
              Recapitalization" and "U.S. Federal Income Tax Consequences" is
              incorporated herein by reference.

ITEM 8.  FAIRNESS OF THE TRANSACTION.

         (a)-(b) The information contained in the sections of the Proxy
                 Statement entitled "Special Factors-Background of the
                 Recapitalization," "Special Factors-Recommendation of the
                 Special Committee and the Springs Board; Springs' Purpose and
                 Reasons for the Recapitalization," "Special Factors-Springs'
                 Position Regarding the Fairness of the Recapitalization,"
                 "Special Factors-Opinion of UBS Warburg LLC," "Special
                 Factors-The Close Family's Position Regarding the Fairness of
                 the Recapitalization," "Special Factors-The Close Family's
                 Purpose and Reasons for the Recapitalization," "Special
                 Factors-Heartland's Position Regarding the Fairness of the
                 Recapitalization," "Special Factors-Heartland's Purpose and
                 Reasons for the Recapitalization" and  "Special
                 Factors-Interests of Certain Persons in the Recapitalization"
                 is incorporated herein by reference.

         (c)  The information contained in the section of the Proxy Statement
              entitled "The Annual Meeting-Vote Required" is incorporated
              herein by reference.

         (d)  The information contained in the sections of the Proxy
              Statement entitled "Special Factors-Background of the
              Recapitalization," "Special Factors-Special Committee,"
              "Special Factors-Recommendation of the Special Committee and
              the Springs Board; Springs' Purpose and Reasons for the
              Recapitalization," "Special Factors-Springs' Position Regarding
              the Fairness of the Recapitalization" and "Special
              Factors-Opinion of UBS Warburg LLC"  is incorporated herein by
              reference.

         (e)  The information contained in the sections of the Proxy
              Statement entitled "Special Factors-Background of the
              Recapitalization," "Special Factors-Special Committee,"
              "Special Factors-Recommendation of the Special Committee and
              the Springs Board; Springs' Purpose and Reasons for the
              Recapitalization" and "Special Factors-Springs' Position
              Regarding the Fairness of the Recapitalization" is incorporated
              herein by reference.

         (f)  Not applicable.

ITEM 9.  REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.

         (a)-(c) The information contained in the sections of the Proxy
                 Statement entitled "Special Factors-Background of the
                 Recapitalization," "Special Factors-Recommendation of the
                 Special Committee and the Springs Board;



                                      -9-



                 Springs' Purpose and Reasons for the Recapitalization,"
                 "Special Factors-Springs' Position Regarding the Fairness of
                 the Recapitalization" and "Special Factors-Opinion of UBS
                 Warburg LLC"  and in Appendix B to the Proxy Statement is
                 incorporated herein by reference.

ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.

         (a)-(b) The information contained in the section of the Proxy
                 Statement entitled "Financing for the Recapitalization" is
                 incorporated herein by reference.

         (c)  The information contained in the section of the Proxy Statement
              entitled "The Recapitalization-Estimated Fees and Expenses of
              the Recapitalization" is incorporated herein by reference.

         (d)(1)-(2) The information contained in the section of the Proxy
                    Statement entitled "Financing for the Recapitalization" is
                    incorporated herein by reference.

ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

         (a)  The information contained in the sections of the Proxy
              Statement entitled "Information About the Recapitalization
              Participants-The Close Family" and "Other Annual Meeting
              Matters-Security Ownership of Certain Beneficial Owners and
              Management as of February 15, 2001" is incorporated herein by
              reference.

         (b)  Not applicable.

ITEM 12. THE SOLICITATION OR RECOMMENDATION.

         (d)  The information contained in the sections of the Proxy
              Statement entitled "The Annual Meeting-Vote Required," "Special
              Factors-Structure of the Recapitalization," "Special
              Factors-Special Committee," "Special Factors-Recommendation of
              the Special Committee and the Springs Board; Springs' Purpose
              and Reasons for the Recapitalization," "Special
              Factors-Springs' Position Regarding the Fairness of the
              Transaction," "Special Factors-Opinion of UBS Warburg LLC,"
              "Special Factors-The Close Family's Position Regarding the
              Fairness of the Recapitalization," "Special Factors-The Close
              Family's Purpose and Reasons for the Recapitalization" and
              "Special Factors-Interests of Certain Persons in the
              Recapitalization" is incorporated herein by reference.

         (e)  The information contained in the sections of the Proxy
              Statement entitled "Special Factors-Recommendation of the
              Special Committee and the Springs Board; Springs' Purpose and
              Reasons for the Recapitalization," "Special Factors-Springs'
              Position Regarding the Fairness of the Transaction" and
              "Special Factors-Opinion of UBS Warburg LLC" is incorporated
              herein by reference.



                                      -10-




ITEM 13. FINANCIAL STATEMENTS.

         (a)(1)-(4) The information contained in the section of the Proxy
                    Statement entitled "Selected Historical Consolidated
                    Financial Data," in Springs' Consolidated Financial
                    Statements on pages 12 through 24 of Springs' 2000 Annual
                    Report to Shareholders, filed with the Securities and
                    Exchange Commission on March 28, 2001 as part of Exhibit 13
                    to Springs' Annual Report on Form 10-K for the fiscal year
                    ended December 30, 2000, and in Springs' Unaudited
                    Condensed Consolidated Financial Statements on pages 3
                    through 12 of Springs' Quarterly Report on Form 10-Q for
                    the quarter ended March 31, 2001, filed with the Securities
                    and Exchange Commission on May 15, 2001, is incorporated
                    herein by reference.

         (b)(1)-(3) Not applicable.

ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

         (a)-(b) The information contained in the section of the Proxy
                 Statement entitled "The Annual Meeting-Proxy Solicitation" is
                 incorporated herein by reference.

ITEM 15. ADDITIONAL INFORMATION.

         (b)  The information contained in the Proxy Statement, including all
              appendices thereto, is incorporated herein by reference.

ITEM 16. EXHIBITS.

         (a)(1) Amendment No. 1 to Preliminary Proxy Statement filed by
                Springs Industries, Inc. with the Securities and Exchange
                Commission on July 5, 2001 under cover of Schedule 14A
                (incorporated by reference to Amendment No. 1 to the Proxy
                Statement filed by Springs Industries, Inc. on July 5, 2001
                under cover of Schedule 14A).

         (a)(2) Form of Proxy Cards to be sent to holders of Class A Common
                Stock, Class B Common Stock and Class A Common Stock allocated
                under the Springs of Achievement Partnership Plan, filed with
                the Securities and Exchange Commission along with Amendment
                No. 1 to the Proxy Statement (incorporated by reference to
                Amendment No. 1 to the Proxy Statement filed by Springs
                Industries, Inc. on July 5, 2001 under cover of Schedule 14A).

         (a)(3) Press release issued by Springs Industries, Inc., dated
                April 25, 2001 (incorporated by reference to Exhibit 99.1 of
                the Current Report on Form 8-K filed by Springs Industries,
                Inc. on April 30, 2001).

         (b)   Commitment Letter, dated as of April 24, 2001, to Heartland
               Springs Investment Company from The Chase Manhattan Bank and
               J.P. Morgan


                                      -11-




               Chase & Co., a division of Chase Securities Inc.
               (incorporated by reference to Exhibit 99.6 of Amendment No. 1
               to Schedule 13D for Springs Industries, Inc. filed on April
               30, 2001).

         (c)(1) Opinion of UBS Warburg LLC (incorporated by reference to
                Appendix B of Amendment No. 1 to the Proxy Statement filed by
                Springs Industries, Inc. on July 5, 2001 under cover of
                Schedule 14A).

         (c)(2) Financial presentation materials of UBS Warburg LLC, dated
                April 24, 2001.*

         (d)(1) Recapitalization Agreement, dated as of April 24, 2001,
                between Springs Industries, Inc. and Heartland Springs
                Investment Company (incorporated by reference to Appendix A of
                Amendment No. 1 to the Proxy Statement filed by Springs
                Industries, Inc. on July 5, 2001 under cover of Schedule 14A).

         (d)(2) Shareholders Agreement, dated as of April 24, 2001, by and
                among the Persons listed on the signature pages thereof
                (incorporated by reference to Exhibit 99.10 of Amendment No. 1
                to Schedule 13D for Springs Industries, Inc. filed on April
                30, 2001).

         (f)    Sections 33-13-101 through 33-13-310 of the South Carolina
                Business Corporation Act (incorporated by reference to
                Appendix D of Amendment No. 1 to the Proxy Statement filed by
                Springs Industries, Inc. on July 5, 2001 under cover of
                Schedule 14A).

         (g)    Not applicable.

- -----------------
*Previously filed.
















                                      -12-





                                    SIGNATURE

      After due inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this Transaction Statement is true,
complete and correct.



Date:  July 5, 2001              SPRINGS INDUSTRIES, INC.

                                 By: /s/ Crandall C. Bowles
                                     -----------------------------------
                                     Crandall C. Bowles
                                     Chairman of the Board and Chief Executive
                                     Officer


Date: July 5, 2001               /s/ Crandall C. Bowles
                                 ---------------------------------------
                                 Crandall C. Bowles


Date: July 5, 2001               Frances A. Close*
                                 Leroy S. Close*
                                 Patricia Close*
                                 Elliott S. Close*
                                 Hugh W. Close, Jr.*
                                 Derick S. Close*
                                 Katherine A. Close*
                                 Anne S. Close*
                                 The Springs Company*
                                 Kanawha Insurance Company*
                                 Trust No. 3-M*
                                 Trust No. T-3*
                                 Trust No. 3-3*
                                 Trust No. 11-A-3*
                                 Trust No. 11-B-3*
                                 Trust No. 11-C-3*
                                 Trust No. 12-3*
                                 Trust No. 4-M*
                                 Trust No. T-4*
                                 Trust No. 3-4*
                                 Trust No. 11-A-4*
                                 Trust No. 11-B-4*
                                 Trust No. 11-C-4*
                                 Trust No. 12-4*
                                 Trust No. 5-M*
                                 Trust No. T-5*
                                 Trust No. 3-5*
                                 Trust No. 11-A-5*
                                 Trust No. 11-B-5*





                                 Trust No. 11-C-5*
                                 Trust No. 12-5*
                                 Trust No. 6-M*
                                 Trust No. T-6*
                                 Trust No. 3-6*
                                 Trust No. 11-A-6*
                                 Trust No. 11-B-6*
                                 Trust No. 11-C-6*
                                 Trust No. 12-6*
                                 Trust No. T-7*
                                 Trust No. 3-7*
                                 Trust No. 11-A-7*
                                 Trust No. 11-B-7*
                                 Trust No. 11-C-7*
                                 Trust No. 12-7*
                                 Trust No. 8-M*
                                 Trust No. T-8*
                                 Trust No. 3-8*
                                 Trust No. 11-A-8*
                                 Trust No. 11-B-8*
                                 Trust No. 11-C-8*
                                 Trust No. 12-8*
                                 Trust No. 9-M*
                                 Trust No. T-9*
                                 Trust No. 3-9*
                                 Trust No. 11-A-9*
                                 Trust No. 11-B-9*
                                 Trust No. 11-C-9*
                                 Trust No. 12-9*
                                 Trust No. 10-M*
                                 Trust No. 10-A*
                                 Trust No. 10-D*
                                 Trust No. 10-E*
                                 Trust No. 11-A-10*
                                 Trust No. 11-B-10*
                                 Trust No. 11-C-10*
                                 Trust No. 12-10*

                                 *By: /s/ Harry B. Emerson
                                      ------------------------------
                                      Harry B. Emerson
                                      Attorney-in-Fact





Date: July 5, 2001               HEARTLAND INDUSTRIAL PARTNERS, L.P.

                                 By: Heartland Industrial Associates, LLC,
                                     its general partner

                                 By: /s/ David A. Stockman
                                     ----------------------------------------
                                     Name: David A. Stockman
                                     Title: Senior Managing Director


Date: July 5, 2001               HEARTLAND SPRINGS INVESTMENT COMPANY

                                 By: /s/ David A. Stockman
                                     ----------------------------------------
                                     Name: David A. Stockman
                                     Title: President




                                EXHIBIT INDEX

Exhibit No.  Description
- -----------  -----------

(a)(1)       Amendment No. 1 to Preliminary Proxy Statement filed by Springs
             Industries, Inc. with the Securities and Exchange Commission on
             July 5, 2001 under cover of Schedule 14A (incorporated by reference
             to Amendment No. 1 to the Proxy Statement filed by Springs
             Industries, Inc. on July 5, 2001 under cover of Schedule 14A).

(a)(2)       Form of Proxy Cards to be sent to holders of Class A Common Stock,
             Class B Common Stock and Class A Common Stock allocated under the
             Springs of Achievement Partnership Plan, filed with the Securities
             and Exchange Commission along with Amendment No. 1 to the Proxy
             Statement (incorporated by reference to Amendment No. 1 to the
             Proxy Statement filed by Springs Industries, Inc. on July 5, 2001
             under cover of Schedule 14A).

(a)(3)       Press release issued by Springs Industries, Inc., dated April 25,
             2001 (incorporated by reference to Exhibit 99.1 of the Current
             Report on Form 8-K filed by Springs Industries, Inc. on April 30,
             2001).

(b)          Commitment Letter, dated as of April 24, 2001, to Heartland Springs
             Investment Company from The Chase Manhattan Bank and J.P. Morgan
             Chase & Co., a division of Chase Securities Inc. (incorporated by
             reference to Exhibit 99.6 of Amendment No. 1 to Schedule 13D for
             Springs Industries, Inc. filed on April 30, 2001).

(c)(1)       Opinion of UBS Warburg LLC (incorporated by reference to Appendix B
             of Amendment No. 1 to the Proxy Statement filed by Springs
             Industries, Inc. on July 5, 2001 under cover of Schedule 14A).

(c)(2)       Financial presentation materials of UBS Warburg LLC, dated April
             24, 2001.*

(d)(1)       Recapitalization Agreement, dated as of April 24, 2001, between
             Springs Industries, Inc. and Heartland Springs Investment Company
             (incorporated by reference to Appendix A of Amendment No. 1 to the
             Proxy Statement filed by Springs Industries, Inc. on July 5, 2001
             under cover of Schedule 14A).

(d)(2)       Shareholders Agreement, dated as of April 24, 2001, by and among
             the Persons listed on the signature pages thereof (incorporated by
             reference to Exhibit 99.10 of Amendment No. 1 to Schedule 13D for
             Springs Industries, Inc. filed on April 30, 2001).

(f)          Sections 33-13-101 through 33-13-310 of the South Carolina Business
             Corporation Act (incorporated by reference to Appendix D of
             Amendment No. 1 to the Proxy Statement filed by Springs Industries,
             Inc. on July 5, 2001 under cover of Schedule 14A).

(g)          Not applicable.

- -------------
*  Previously filed.