SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549




                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934





                                 March 30, 1998
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                Date of Report (Date of earliest event reported)




                            Empire of Carolina, Inc.
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             (Exact name of registrant as specified in its charter)




           Delaware                      1-7909          13-2999480
- ----------------------------         -----------      ----------------
(State or other jurisdiction         (Commission        (IRS Employer
         of incorporation)            File Number)    Identification No.)



          5150 Linton Boulevard, 5th Floor, Delray Beach, Florida 33484
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               (Address of principal executive offices) (Zip Code)



                                 (561) 498-4000
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                        (Registrant's telephone number)












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ITEM 5.  OTHER EVENTS.

         On March 30, 1998, Empire Industries, Inc. entered into the Sixth
Amendment to Loan and Security Agreement (the "Amendment") with LaSalle National
Bank, BT Commercial Corporation, and Congress Financial Corporation (Central),
The CIT Group/Credit Finance, Inc., and Finova Capital Corporation attached
hereto as Exhibit 10.59, providing for, among other things, the amendment of
certain financial covenants, which Amendment, including the exhibits thereto, is
hereby incorporated by reference herein.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

                                                             
     Exhibit
      Number                               Description 
     --------                             --------------
      10.59         Sixth Amendment to Loan and Security Agreement among LaSalle
                    National Bank, BT Commercial Corporation, Congress Financial
                    Corporation (Central), The CIT Group/Credit Finance, Inc.,
                    and Finova Capital Corporation and Empire Industries, Inc.,
                    with exhibits





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                                   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.

                              EMPIRE OF CAROLINA, INC.



                            By /s/ Lawrence Geller
                               ---------------------
                            Name:   Lawrence Geller
                            Title:  Vice President
                                    and General Counsel

Date: March 30, 1998

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                                  EXHIBIT INDEX


                                                              
     Exhibit
      Number                   Description 
      -------                  ------------
      10.59         Sixth Amendment to Loan and Security Agreement among LaSalle
                    National Bank, BT Commercial Corporation, Congress Financial
                    Corporation (Central), The CIT Group/Credit Finance, Inc.,
                    and Finova Capital Corporation and Empire Industries, Inc.,
                    with exhibits



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