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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant ~~TO SECTION~~ to Section 13 ORor 15(d) OFof the Securities Exchange Act of 1934

~~THE~~Date ~~SECURITIES~~of ~~EXCHANGE~~Report ~~ACT~~(Date OFof ~~1934~~earliest event reported) January 6, 2006

~~Date~~Pillowtex ofCorporation ~~Report (Date of earliest event reported): July 30, 2003~~

~~PILLOWTEX~~(Exact ~~CORPORATION~~name of registrant as specified in its charter)

(Exact Name of Registrant as Specified in Charter)

Delaware

000-49835

75-2147728

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Delaware	000-49835	75-2147728
214 West A Street, Kannapolis, NC	28081
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(Address of principal executive offices)	(Zip Code)

One Lake Circle Drive Kannapolis, North Carolina		28081
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code 704-939-2000

~~Registrant’s~~Not ~~telephone~~applicable ~~number, including area code: 704-939-2000~~

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~report.)

~~Item~~Check 3.the ~~Bankruptcy~~appropriate orbox ~~Receivership~~below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A. 2. below):

On¨ ~~July~~Written ~~30,~~communications ~~2003,~~pursuant ~~Pillowtex~~to ~~Corporation,~~Rule a425 ~~Delaware corporation (the “Company”), and all of its domestic subsidiaries filed voluntary petitions~~ under ~~chapter 11 of~~ the ~~U.S.~~Securities ~~Bankruptcy~~Act ~~Code in the U.S. Bankruptcy Court for the District of Delaware~~ (~~the~~17 ~~“Bankruptcy~~CFR ~~Court”)~~230. On August 1, 2003, the Bankruptcy Court entered an interim order authorizing the Company to enter into an agreement with its revolving credit facility lenders, which agreement amends, in certain respects, its existing revolving credit facility and allows the Company to continue to borrow money under its revolving credit facility to fund its expenses during the bankruptcy process. A final hearing to approve the agreement is scheduled for August 20, 2003. The Bankruptcy Court also approved the payment of certain pre-petition obligations, including employee salaries and wages and obligations to customers. 425)

A¨ ~~copy~~Soliciting ofmaterial ~~the press~~pursuant ~~release~~to ~~issued~~Rule by14a-12 ~~the~~under ~~Company on July 30, 2003, announcing its filing with~~ the ~~Bankruptcy~~Exchange ~~Court~~Act is(17 ~~attached~~CFR ~~hereto as Exhibit 99~~240.~~1 and incorporated herein by reference.~~ 14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~Item~~¨ 5.Pre-commencement ~~Other~~communications ~~Events~~pursuant ~~and~~to ~~Regulation~~Rule FD13e-4(c) ~~Disclosure.~~under the Exchange Act (17 CFR 240.13e-4(c))

InITEM 3.03. ~~connection~~Material ~~with~~Modification ~~its~~to ~~bankruptcy~~Rights ~~filing, the Company closed substantially all~~ of ~~its~~Security ~~operations~~Holders at its textile manufacturing and distribution facilities and terminated approximately 6,450 salaried and hourly positions. A copy of the press release issued by the Company on July 30, 2003, announcing the plant closings and employee terminations is attached hereto as Exhibit 99.2 and incorporated herein by reference.

InThe ~~addition,~~information ~~in connection with its bankruptcy filing, the Company announced that it had signed a definitive agreement with GGST, LLC for the sale of substantially all of its plants, equipment~~ and ~~brands,~~definitions ~~subject~~set toforth ~~Bankruptcy Court approval~~ under ~~Section~~Item 8.01 ~~363~~ of ~~the~~this report ~~Bankruptcy~~on ~~Code.~~Form ~~Reference~~8-K isare hereby ~~made~~incorporated toin ~~the Company’s press release attached hereto as Exhibit 99~~Item 3.103 ~~for~~by ~~additional information regarding the agreement with GGST~~reference.

3ITEM 8.01. Other Events

~~Item~~On 7January 6, 2006, Pillowtex Corporation, (the “Company”), filed a motion (the “Motion”) with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), seeking an order authorizing the Company to make an offer of settlement to the Securities and Exchange Commission (the “SEC”), relating to the revocation of registration of all classes of the Company’s registered securities and the termination of the Company’s reporting obligations under the Securities Exchange Act of 1934 (the “Exchange Act”). ~~Financial~~The ~~Statements~~purpose of the Company’s offer of settlement is to resolve concerns raised by the Staff of the SEC’s Division of Enforcement in a letter to the Company dated June 8, ~~Pro~~2005, ~~Forma~~regarding ~~Financial~~the ~~Information~~Company’s inability to prepare and ~~Exhibits~~file public disclosures pursuant to Section 13(a) of the Exchange Act.

If the Bankruptcy Court approves the Company’s offer of settlement and authorizes it to submit the offer of settlement to the SEC, the Company anticipates that the SEC will commence an administrative proceeding pursuant to Section 12(aj) ~~Financial~~of ~~Statements~~the Exchange Act to revoke the registration of ~~Businesses~~all ~~Acquired:~~classes of the Company’s registered securities.

~~Not~~Under ~~Applicable~~the proposed offer of settlement, the registration of all classes of the Company’s securities would be revoked and no member of a national securities exchange, broker or dealer would be permitted to use the mails or other means of interstate commerce to effect any transaction in the securities, or to induce the purchase or sale of the Company’s securities. As a result of the revocation of the registration of the Company’s securities, all trading of such securities would cease. In addition, the Company’s periodic reporting obligations under Section 13(a) of the Exchange Act would terminate.

~~(b)~~The ~~Pro~~Company’s ~~Forma~~Motion ~~Financial~~for ~~Information:~~an order authorizing the Company to make an offer of settlement to the SEC is furnished with this form 8-K as Exhibit 99.1 and the description above is qualified in its entirety by reference to such exhibit.

~~Not~~ITEM 9.01. ~~Applicable~~Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Pillowtex Corporation Press Release, dated July 30, 2003
99.2		Pillowtex Corporation Press Release, dated July 30, 2003


99.1		Debtor’s Motion for Order Authorizing It To Make Settlement Offer to Securities and Exchange Commission

4SIGNATURES

~~SIGNATURE~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this current report to be signed on its behalf by the undersigned hereunto duly authorized.


		Pillowtex Corporation
		(Registrant)

Date	January 6, 2006	/s/ John F. Sterling
		(Signature)
		By:	John F. Sterling
		Title:	Vice President

PILLOWTEX CORPORATION By: /s/ John F. Sterling Name: John F. Sterling Title: Vice President and General Counsel

Date: August 11, 2003

EXHIBIT INDEX

Exhibit No.		Description
99.1		Pillowtex Corporation Press Release, dated July 30, 2003
99.2		Pillowtex Corporation Press Release, dated July 30, 2003

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