INSTRUCTIONS TO REGISTERED HOLDER AND/OR
BOOK-ENTRY TRANSFER FACILITY PARTICIPANT FROM BENEFICIAL OWNER
 
                                      OF
 
                             GLOBE HOLDINGS, INC.
 
                      14% SENIOR DISCOUNT NOTES DUE 2009
 
   THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
                   1998, UNLESS EXTENDED (THE "EXPIRATION DATE").
 
 
To Registered Holder and/or Participant of the Book-Entry Transfer Facility:
 
  The undersigned hereby acknowledges receipt of the Prospectus, dated
           , 1998 (the "Prospectus"), of Globe Holdings, Inc. (the "Company"),
and the accompanying Letter of Transmittal (the "Letter of Transmittal"), that
together constitute the Company's offer (the "Exchange Offer") to exchange
$1,000 principal amount at maturity of its 14% Senior Discount Notes due 2009,
Series B (the "Exchange Notes"), for each $1,000 principal amount at maturity
of its outstanding 14% Senior Discount Notes due 2009 (the "Notes").
Capitalized terms used but not defined herein have the meanings ascribed to
them in the Prospectus.
 
  This will instruct you, the registered holder and/or book-entry transfer
facility participant, as to the action to be taken by you relating to the
Exchange Offer with respect to the Notes held by you for the account of the
undersigned.
 
 The aggregate face amount of the Notes held by you for the account of the
 undersigned is (FILL IN AMOUNT):
 
 $             of the 14% Senior Discount Notes due 2009.
 
 With respect to the Exchange Offer, the undersigned hereby instructs you
 (CHECK APPROPRIATE BOX):
 
 [_]TO TENDER the following Notes held by you for the account of the
    undersigned (INSERT PRINCIPAL AMOUNT AT MATURITY OF NOTES TO BE
    TENDERED): $
 
 [_]NOT TO TENDER any Notes held by you for the account of the undersigned.
 
 
  If the undersigned instructs you to tender the Notes held by you for the
account of the undersigned, it is understood that you are authorized (a) to
make, on behalf of the undersigned (and the undersigned, by its signature
below, hereby makes to you), the representations and warranties contained in
the Letter of Transmittal that are to be made with respect to the undersigned
as a beneficial owner, including but not limited to the representations that
(i) the undersigned's principal residence is in the state of (fill in state)
                     , (ii) the undersigned is acquiring the Exchange Notes in
the ordinary course of business of the undersigned, (iii) the undersigned is
not participating, does not intend to participate, and has no arrangement or
understanding with any person to participate in the distribution of the
Exchange Notes, (iv) the undersigned acknowledges that any person
participating in the Exchange Offer for the purpose of distributing the
Exchange Notes must comply with the registration and prospectus delivery
requirements of the Securities Act of 1933, as amended (the "Act"), in
connection with a secondary resale transaction of the Exchange Notes acquired
by such person and cannot rely on the position of the staff of the Securities
and Exchange Commission set forth in no-action letters that are discussed in
the section of the Prospectus entitled "The Exchange Offer--Resale of the
Exchange Notes," and (v) the undersigned is not an "affiliate," as defined in
Rule 405 under the Act, of the Company; (b) to agree, on behalf of the
undersigned, as set forth in the Letter of Transmittal; and (c) to take such
other action as necessary under the Prospectus or the Letter of Transmittal to
effect the valid tender of such Notes.
 
                              (Continued on back)

 
PLEASE NOTE: THE COMPANY HAS AGREED THAT, FOR A PERIOD OF 180 DAYS AFTER THE
EXPIRATION DATE, IT WILL MAKE COPIES OF THE PROSPECTUS AVAILABLE TO ANY
PARTICIPATING BROKER-DEALER FOR USE IN CONNECTION WITH RESALES OF THE EXCHANGE
NOTES.
 
 [_]Check this box if the Beneficial Owner of the Notes is a Participating
    Broker-Dealer and such Participating Broker-Dealer acquired the Notes for
    its own account as a result of market-making activities or other trading
    activities. IF THIS BOX IS CHECKED, A COPY OF THESE INSTRUCTIONS MUST BE
    RECEIVED WITHIN FIVE BUSINESS DAYS AFTER THE EXPIRATION DATE BY GLOBE
    HOLDINGS, INC., ATTENTION LAWRENCE R. WALSH, VIA FACSIMILE (508) 674-
    3580.
 
 
                                   SIGN HERE
 
 Name of beneficial owner(s): ________________________________________________
 
 Signature(s): _______________________________________________________________
 
 Name (please print): ________________________________________________________
 
 Address: ____________________________________________________________________
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 Telephone number: ___________________________________________________________
 
 Taxpayer Identification or Social Security Number: __________________________
 
 Date: _______________________________________________________________________
 
 
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