================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   __________

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                       THE SECURITIES EXCHANGE ACT OF 1934
- --------------------------------------------------------------------------------
       Date of Report (Date of earliest event reported): February 27, 2002
                                                         -----------------


                              PILLOWTEX CORPORATION
                              ---------------------
               (Exact Name of Registrant as Specified in Charter)


           Texas                         1-11756                 75-2147728
   -----------------------        ----------------------     ------------------
(State or Other Jurisdiction     (Commission File Number)     (I.R.S. Employer
     of Incorporation )                                      Identification No.)


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
                                                            ------------

                                 Not Applicable
    ---------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

================================================================================



Item 5. Other Events.

     On March 1, 2002, Pillowtex Corporation (the "Company"), together with
certain of its subsidiaries (collectively with the Company, the "Debtors"),
filed with the United States Bankruptcy Court for the District of Delaware (the
"Bankruptcy Court"): (a) a Second Amended Joint Plan of Reorganization of
Pillowtex Corporation and Its Debtor Subsidiaries (the "Plan") and (b) a related
Disclosure Statement (the "Disclosure Statement"). The Disclosure Statement was
approved by the Bankruptcy Court on February 27, 2002, and, consistent with the
schedule submitted to the Bankruptcy Court, the Disclosure Statement will be
mailed to parties in interest no later than March 11, 2002. A copy of a press
release announcing the Bankruptcy Court's approval of Disclosure Statement is
attached hereto as Exhibit 99.1 and incorporated herein by reference.

     Copies of the Plan and Disclosure Statement as filed with the Bankruptcy
Court are attached hereto as Exhibits 99.2 and 99.3, respectively. The
Disclosure Statement contains certain projections (the "Projections") of the
Debtors' operating profit, free cash flow and certain other items for the fiscal
years 2002 through 2005. The Debtors do not, as a matter of course, publish
their business plans, budgets or strategies or make external projections or
forecasts of their anticipated financial position or results of operations. The
Company has filed the Disclosure Statement as an exhibit hereto because such
Disclosure Statement has been filed with the Bankruptcy Court in connection with
the Debtors' reorganization proceedings. The Company refers to the limitations
and qualifications included in the Disclosure Statement, including without
limitation those set forth under the captions "Reorganized Pillowtex--Projected
Financial Information--Introduction," "Reorganized Pillowtex--Projected
Financial Information--Projections" and "Risk Factors--Projections Are
Inherently Uncertain" with respect to the Projections. In addition, the Company
notes that all information contained in the Disclosure Statement is subject to
change, whether as a result of further amendments to the Plan, as a result of
the actions of third parties or otherwise.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

      (a)  Financial Statements of Businesses Acquired:

           Not Applicable.

      (b)  Pro Forma Financial Information:

           Not Applicable.

      (c)  Exhibits:

           Exhibit
           Number     Exhibit
           ------     -------

           99.1       Press release dated February 28, 2002.

           99.2       Second Amended Joint Plan of Reorganization of Pillowtex
                      Corporation and Its Debtor Subsidiaries.

           99.3       Disclosure Statement Pursuant to Section 1125 of the
                      Bankruptcy Code for the Second Amended Joint Plan of
                      Reorganization of Pillowtex Corporation and Its Debtor
                      Subsidiaries.

                                        2



                                    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.

                                PILLOWTEX CORPORATION


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

Date: March 4, 2002

                                        3



                                  EXHIBIT INDEX

Exhibit No.     Exhibit Description
- -----------     -------------------

99.1            Press release dated February 28, 2002.

99.2            Second Amended Joint Plan of Reorganization of Pillowtex
                Corporation and Its Debtor Subsidiaries.

99.3            Disclosure Statement Pursuant to Section 1125 of the Bankruptcy
                Code for the Second Amended Joint Plan of Reorganization of
                Pillowtex Corporation and Its Debtor Subsidiaries.

                                        4