Mail Stop 3-8


								May 18, 2005


By Facsimile and U.S. Mail

Mr. James L. Schaeffer
Chief Executive Officer
Polymer Group, Inc.
4055 Faber Place, Suite 201
North Charleston, SC 29405

	RE:	Form 10-K for the fiscal year ended January 1, 2005
		File No. 1-14330
Filed March 29, 2005

Form 10-Q for the quarterly period ended April 2, 2005

Dear Mr. Schaeffer:

	We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your disclosures in
future filings in response to these comments.  If you disagree, we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary.  Please be as detailed as necessary
in
your explanation.  In some of our comments, we may ask you to
provide
us with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. Where a comment below requests additional disclosures or other
revisions to be made, these revisions should be included in your
future filings, as applicable.


FORM 10-K FOR THE FISCAL YEAR ENDED JANUARY 1, 2005

Item 6. Selected Financial Data, page 17

2. Your disclosure of income (loss) after income tax but before
Chapter 11 reorganization items, extraordinary item and cumulative
effect of change in accounting principle and the related per share
amounts represent the presentation of non-GAAP measures.  To the
extent you continue to present such measures in future filings,
show
us exactly how you plan to revise your disclosures to comply with
the
requirements of Item 10(e) of Regulation S-K with respect to these
non-GAAP measures.  Please ensure the revised disclosures are
clear
in terms of why these measures are used by management and in what
way
they provide meaningful information to investors.

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

Results of Operations, page 19

3. Please revise the discussion and analysis of your results of
operations to include a discussion of the impact on your results
of
operations of material revisions to your allowance for doubtful
accounts receivable.  In this regard, we note based on your
Schedule
II disclosures, that the downward revision to your allowance for
doubtful accounts in fiscal 2004 was material to pretax income.

Liquidity and Capital Resources, page 27

4. Your presentation on page 27 of working capital excluding the
current portion of long-term debt represents a non-GAAP measure
subject to the disclosure and reconciliation requirements as well
as
prohibitions in Item 10(e) of Regulation S-K.  Thus, in light of
the
prohibition in Item 10(e)(1)(ii)(A) of Regulation S-K regarding
adjusting non-GAAP liquidity measures for liabilities that
required
or will require cash settlement, please tell us why you believe
you
should nonetheless be permitted to include this measure in your
filing.  Nothwithstanding the preceding, to the extent you
continue
to present this measure in future filings, please disclose how you
use the measure and why the measure provides useful information to
investors.  Show us supplementally what the revised disclosures
will
look like.

Contractual Obligations, page 28

5. Please revise your table of contractual obligations and/or the
related notes thereto to discuss the excess cash flows provision
of
your new Bank Facility.  In this regard, we note that you made
material excess cash flow related payments in fiscal 2004.


Critical Accounting Policies and Other Matters, page 31

6. Please revise the discussion of your critical accounting
policies
and estimates to focus on the assumptions and uncertainties that
underlie your critical accounting estimates.  Also discuss the
sensitivity of reported results to changes in your assumptions,
judgments, and estimates, including the likelihood of obtaining
materially different results if different assumptions were
applied.
For example, and in view of the significant asset impairment
charges
you recorded in the fiscal years presented, discuss how sensitive
the
amounts of the impairment losses would be to changes in your
assumptions and judgments.  Also indicate the likelihood of
additional impairments in the future.

Financial Statements

Consolidated Statements of Operations, page 39

7. Please remove the subtotal for other expense (income) items as
such subtotal is not prescribed by Rule 5-03 of Regulation S-X.

Note 1. Principles of Consolidation, page 42

8. Please disclose the name of each equity method investee and
your
percentage ownership.  For those investments in common stock for
which a quoted market price is available, the aggregate value of
each
identified investment based on quoted market price usually should
be
disclosed.  See paragraph 20 of APB 18.  Additionally, if
material,
please disclose the amount of your investment in equity method
investees and the related equity method investment income for each
period presented.  Also disclose the line items on the balance
sheet
and statements of operations where these amounts are included.  As
noted in paragraph 11 of APB 18, these amounts are usually
presented
as single amounts on the balance sheet and statements of
operations.
Show us supplementally what the revised disclosures would look
like
for the historical periods presented.

Note 2. Accounting Policies and Financial Statement Information,
page
42

9. You state that you establish general inventory reserves based
on
percentage write-downs applied to inventories of a certain age.
Please confirm to us that these general reserves are relieved
through
income only when the inventory is sold and not based on changes in
management judgment.

10. We note you include shipping and handling costs in selling,
general and administrative expenses as opposed to cost of goods
sold.
Please provide cautionary disclosure in MD&A that your gross
margins
may not be comparable to others, since some entities include
shipping
and handling costs in cost of goods sold and others like you
exclude
these costs from gross margin, including them instead in selling,
general and administrative expenses.

Note 4. Fresh Start Accounting, page 56

11. Please disclose the methodologies and related assumptions you
used to determine reorganization value, including discount rates,
tax
rates, the number of years for which cash flows are projected, and
the method of determining terminal value.  Please show us
supplementally what your revised disclosure will look like.  See
paragraph 39 of SOP 90-7.

Note 5. Business Restructuring and Asset Impairment, page 57

12. Please revise your future filings to provide all of the
disclosures required by paragraphs 26 and 47 of SFAS 144, as
applicable, for each of your material asset impairment charges.
The
revised disclosure should include a reasonably detailed discussion
of
the facts and circumstances that gave rise to the charges as well
as
any impairment indicators that exist at the time of recording the
charges.  Please also discuss within MD&A, if material, the
reasonably likely effects on future earnings and cash flows
resulting
from the charges, such as reduced depreciation expense.

Note 11. Debt, page 61

13. We note that in fiscal 2004, you exchanged $52.7 thousand of
your
Series A convertible pay-in-kind preferred shares for $52.7
million
of your outstanding Junior Notes.  Citing relevant accounting
guidance, please tell us in detail how you accounted for this
transaction, including whether you recognized a gain or loss on
the
exchange and why or why not and how that gain or loss was
calculated.
Please ensure your response addresses your consideration of APB 26
and FTB 80-1, as applicable.  Also ensure your response addresses
how
you considered the conversion feature of the preferred shares that
were exchanged, as it appears the conversion option may have been
in-
the-money on the date of the exchange transaction.  Your
disclosures
in future filings should be revised to include a summary of the
requested information.

Note 17. Shareholders` Equity, page 76

14. Please clarify your disclosure regarding the nature of the
dividend preference of your Class C common stock.




Note 18. Segment Information, page 76

15. Please refer to paragraph 32 of SFAS 131 and revise to provide
a
reconciliation from total segment depreciation and amortization to
consolidated depreciation and amortization.

Note 19. Foreign Currency and Other, page 79

16. Please tell us your basis for classifying foreign currency
losses
as a non-operating item on your statements of operations.

   As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

   We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

   In connection with responding to our comments, please provide,
in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

   In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.





   If you have any questions regarding these comments, please
direct
them to Staff Accountant Andrew Blume at (202) 551-3254.  In his
absence, direct your questions to Robyn Manuel at (202) 551-3823.
Any other questions regarding disclosure issues may be directed to
me
at (202) 551-3843.

							Sincerely,



							George F. Ohsiek, Jr.
							Branch Chief


Mr. James L. Schaeffer
Chief Executive Officer
Polymer Group, Inc.
May 18, 2005
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