UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                         FORM 8-K/A, AMENDMENT NO. 1

                                CURRENT REPORT
    PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934







Date of Report Date (Date of earliest event reported)    July 1, 1996


                            ITHACA INDUSTRIES, INC.
            (Exact name of registrant as specified in its charter)

          Delaware                33-52852         56-1385842
(State or other jurisdiction     (Commission     (IRS Employer
     of incorporation)           File Number)    Identification NO.)


        Highway 268 West, P.O. Box 620,Wilkesboro, NC     28697
           (Address of principal executive offices)     (Zip Code)


Registrant's telephone number, including area code           (910) 667-5231




          The  Current  Report  on  Form  8-K  filed  with  the Securities and
Exchange  Commission  on July 1, 1996 (the "Report") is hereby amended by this
Amendment No. 1 to change each reference from the date "August 1, 1996" on the
second  line of the first paragraph to the date "August 31, 1996" in each such
place, as indicated below.

Item  5  of  the  Report  is  hereby  amended  and restated in its entirety as
follows:

Item 5.  Other Events

          On  June  28,  Ithaca's  banks  granted an additional default waiver
until  August  31,  1996.    Ithaca's banks also waived until August 31, 1996,
payment  of three $5.7 million term loan payments.  Ithaca is currently out of
compliance  with  certain financial covenants in its credit agreement and does
not  anticipate  that  it  will be in compliance with certain of the financial
covenants in its credit agreement for the foreseeable future.

          Also, as reported earlier, Ithaca has not paid the interest payments
due on December 15, 1995 and June 15, 1996, on its 11.125% Senior Subordinated
Notes (the "Notes").  The waiver from Ithaca's banks provides that the failure
to  make  such  interest  payments  does  not constitute a default or event of
default  under  Ithaca's  credit  agreement  unless and until the indebtedness
pursuant  to  the  Notes shall have become due prior to its stated maturity by
reason  of such failure, or any holder of Notes ("Noteholder") (or the Trustee
under  the  Note  Indenture)  shall  have  exercised any remedy under the Note
Indenture,  or  shall  have  initiated any legal proceeding, in respect of, or
relation  to,  such  failure.  The bank waiver also provides that in order for
Ithaca to make all or a portion of the interest payments due December 15, 1995
and  June 15, 1996, under the Notes, Ithaca must have received a subordinated,
unsecured  loan for an equal amount of immediately available funds pursuant to
a  promissory  note in form and substance reasonably satisfactory to the Agent
and the Co-Agent banks under the credit agreement.

          Ithaca  is  in  discussions  with  its  banks  and  advisers  to its
Noteholders  with  respect  to  a  long-term  restructuring  of  the Notes and
Ithaca's bank debt.








                                 SIGNATURES



     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.

                                 ITHACA INDUSTRIES, INC.





Date:   July 10, 1996                    By:/s/ Eric N. Hoyle
                                            --------------------- 
                                                Eric N. Hoyle

                                          Senior Vice President - Finance
                                          and Administration Chief Financial
                                          and Accounting Officer