1

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

                                    FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

For the quarterly period ended January 27, 2001

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

For the transition period from  ____________ to ____________.

                         Commission File Number 33-27038

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

           Delaware                                             57-0868166
-------------------------------                           ----------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

555 North Pleasantburg Drive, Suite 202, Greenville, South Carolina      29607
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)

                  Registrant's telephone number (864) 239-3900

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [X] No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 9,174,549 shares of the
Company's Common Stock were outstanding as of March 9, 2001.



                                      -1-
   2


JPS INDUSTRIES, INC.
INDEX



                                                                                    Page
                                                                                   Number
                                                                             
PART I.       FINANCIAL INFORMATION

     Item 1.  Condensed Consolidated Balance Sheets
                  January 27, 2001 (Unaudited) and October 28, 2000................   3

              Condensed Consolidated Statements of Operations
                  Three Months Ended January 27, 2001 and
                  January 29, 2000 (Unaudited).....................................   4

              Condensed Consolidated Statements of Cash Flows
                  Three Months Ended January 27, 2001 and
                  January 29, 2000 (Unaudited).....................................   5

              Notes to Condensed Consolidated Financial Statements (Unaudited).....   6

     Item 2.  Management"s Discussion and Analysis of Financial Condition
                  and Results of Operations........................................   9

     Item 3.  Quantitative and Qualitative Disclosures About Market Risk...........  11

PART II.      OTHER INFORMATION ...................................................  13




                                      -2-
   3

Item 1.  Financial Statements

JPS INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(In Thousands)


                                                                         January 27,          October 28,
                                                                             2001                2000
                                                                       ----------------    ----------------
                                                                                     
                                                                         (Unaudited)
ASSETS

Current assets:
    Cash                                                               $            931    $          2,216
    Accounts receivable                                                          22,014              27,640
    Inventories (Note 2)                                                         20,219              18,583
    Prepaid expenses and other (Note 5)                                           5,238               6,993
    Net assets of discontinued operations (Note 4)                                   85              27,539
                                                                       ----------------    ----------------
      Total current assets                                                       48,487              82,971

Property, plant and equipment, net                                               45,138              43,439
Reorganization value in excess of amounts allocable
    to identifiable assets                                                        2,928               2,971
Other assets                                                                     18,848              18,861
                                                                       ----------------    ----------------

      Total assets                                                     $        115,401    $        148,242
                                                                       ================    ================

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                                   $          9,803    $         13,303
    Accrued interest                                                                229                 759
    Accrued salaries, benefits and withholdings                                   3,221               6,776
    Other accrued expenses                                                        3,701               4,924
    Current portion of long-term debt (Note 3 and Note 4)                        25,926                 936
                                                                       ----------------    ----------------
       Total current liabilities                                                 42,880              26,698

Long-term debt (Note 3 and Note 4)                                                2,954              51,529
Other long-term liabilities                                                      17,832              17,607
                                                                       ----------------    ----------------
       Total liabilities                                                         63,666              95,834

Shareholders' equity:
    Common stock - $.01 par value; authorized -
      22,000,000 shares; issued - 10,000,000 shares; outstanding -
      9,174,549 shares in 2001 and 10,000,000 shares in 2000                        100                 100
    Additional paid-in capital                                                  124,251             124,190
    Treasury stock (at cost) - 825,451 in 2001 and
       267,500 shares in 2000                                                    (3,296)             (1,263)
    Accumulated deficit                                                         (69,320)            (70,619)
                                                                       ----------------    ----------------
       Total shareholders' equity                                                51,735              52,408

       Total liabilities and shareholders' equity                      $        115,401    $        148,242
                                                                       ================    ================



Note:    The condensed consolidated balance sheet at October 28, 2000 has been
         extracted from the audited financial statements.

See notes to consolidated financial statements.



                                      -3-
   4

JPS INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands Except Per Share Data)
(Unaudited)



                                                                         Three Months Ended
                                                                ------------------------------------
                                                                   January 27,        January 29,
                                                                      2001                2000
                                                                ----------------    ----------------
                                                                              
Net sales                                                       $         38,633    $         35,137
Cost of sales                                                             29,852              26,767
                                                                ----------------    ----------------

Gross profit                                                               8,781               8,370

Selling, general and administrative expenses                               5,804               6,167
Other income, net                                                              2                   3
                                                                ----------------    ----------------

Operating profit                                                           2,979               2,206

Interest expense                                                             851                 853
                                                                ----------------    ----------------

Income before income taxes and discontinued operations                     2,128               1,353
Provision for income taxes                                                   829                 498
                                                                ----------------    ----------------

Income from continuing operations                                          1,299                 855

Loss from discontinued operations                                             -                  143
                                                                ----------------    ----------------


Net income                                                      $          1,299    $            712
                                                                ================    ================

WEIGHTED AVERAGE COMMON
   SHARES OUTSTANDING
   Basic                                                               9,453,525          10,000,000
                                                                ================    ================
   Diluted                                                             9,695,691          10,000,000
                                                                ================    ================

Basic earnings (loss) per common share:
   Income from continuing operations                            $           0.14    $           0.08
   Discontinued operations, net of taxes:
      Loss from discontinued operations                                       -                (0.01)
                                                                ----------------    ----------------
NET INCOME                                                      $           0.14    $           0.07
                                                                ================    ================


Diluted earnings (loss) per common share:
   Income from continuing operations                            $           0.13    $           0.08
   Discontinued operations, net of taxes:
      Loss from discontinued operations                                       -                (0.01)
                                                                ----------------    ----------------
NET INCOME                                                      $           0.13    $           0.07
                                                                ================    ================



See notes to condensed consolidated financial statements.



                                      -4-
   5

JPS INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)



                                                                            Three Months Ended
                                                                  -------------------------------------
                                                                     January 27,          January 29,
                                                                        2001                 2000
                                                                  ----------------    -----------------
                                                                                

CASH FLOWS FROM OPERATING ACTIVITIES
   Net income                                                     $          1,299    $            712
                                                                  ----------------    -----------------
   Adjustments to reconcile net income to net cash provided by
      operating activities:
         Loss from discontinued operations                                    -                    143
      Depreciation and amortization                                          1,488               1,551
      Amortization of deferred financing costs                                  75                  44
      Deferred income tax provision (benefit)                                 -                  1,930
       Changes in assets and liabilities:
        Accounts receivable                                                  5,626               5,019
        Inventories                                                         (1,636)               (892)
        Prepaid expenses and other assets                                    1,755              (3,360)
        Accounts payable                                                    (3,500)             (1,267)
        Accrued expenses and other liabilities                              (5,308)                605
        Other, net                                                             224                  85
                                                                  ----------------    ----------------
   Total adjustments                                                        (1,276)              3,858
                                                                  ----------------    ----------------
   Net cash provided by continuing operating activities                         23               4,570
   Net cash from discontinued operations                                      -                  7,676
                                                                  ----------------    ----------------
   Net cash provided by operating activities                                    23              12,246
                                                                  ----------------    ----------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Property and equipment additions                                        (3,070)               (312)
    Proceeds from assets held for sale                                      27,454                -
                                                                  ----------------    ----------------
    Net cash provided by (used in) investing activities                     24,384                (312)
                                                                  ----------------    ----------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Financing costs incurred                                                   (61)               -
    Purchase of treasury stock                                              (2,033)               -

    Net proceeds from exercise of stock options                                (13)               -
    Revolving credit facility borrowings (repayments), net                 (23,007)            (11,055)
    Repayment of other long-term debt                                         (578)               (223)
                                                                  ----------------    ----------------
    Net cash used in financing activities                                  (25,692)            (11,278)
                                                                  ----------------    ----------------

NET INCREASE (DECREASE) IN CASH                                             (1,285)                656
CASH AT BEGINNING OF PERIOD                                                  2,216                 427
                                                                  ----------------    ----------------

CASH AT END OF PERIOD                                             $            931    $          1,083
                                                                  ================    ================

SUPPLEMENTAL INFORMATION ON CASH FLOWS
    FROM CONTINUING OPERATIONS:
    Interest paid                                                 $          1,274    $          1,824
    Income taxes paid, net                                                     391                  80


See notes to consolidated financial statements.



                                      -5-
   6

JPS INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
--------------------------------------------------------------------------------

1.       Basis of Presentation

         Unless the context otherwise requires, the terms "JPS" and the
         "Company", as used in these condensed consolidated financial
         statements, mean JPS Industries, Inc. and JPS Industries, Inc. together
         with its subsidiaries, respectively.

         The Company has prepared, without audit, the interim condensed
         consolidated financial statements and related notes. In the opinion of
         management, all adjustments (which include only normal recurring
         adjustments) necessary to present fairly the financial position,
         results of operations and cash flows at January 27, 2001 and for all
         periods presented have been made.

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities and disclosure of contingent assets and liabilities at the
         date of the financial statements and the reported amount of revenues
         and expenses during the reporting period. Actual results could differ
         from those estimates.

         Certain information and footnote disclosures normally included in
         financial statements prepared in accordance with generally accepted
         accounting principles have been condensed or omitted. It is suggested
         that these condensed consolidated financial statements be read in
         conjunction with the financial statements and notes thereto included in
         the Company's Annual Report on Form 10-K for the fiscal year ended
         October 28, 2000 ("Fiscal 2000"). The results of operations for the
         interim period are not necessarily indicative of the operating results
         for the full year. Certain amounts have been reclassified to conform to
         the current presentation, including amounts related to the sale of the
         Company's Apparel Division on November 17, 2000.

2.       Inventories (in thousands):



                                                 January 27,          October 28,
                                                     2001                 2000
                                               ----------------    ----------------
                                                             
              Raw materials and supplies       $          5,218    $          5,796
              Work-in-process                             5,218               5,135
              Finished goods                              9,783               7,652
                                               ----------------    ----------------
                  Total                        $         20,219    $         18,583
                                               ================    ================


3.       Long-Term Debt (in thousands):



                                                                    January 27,         October 28,
                                                                        2001                2000
                                                                  ----------------    ----------------
                                                                                
              Senior credit facility, revolving line of credit    $         25,290    $         48,000
              Equipment financing                                             -                    736
              Capital lease obligation                                       3,590               3,729
                                                                  ----------------    ----------------
                  Total                                                     28,880              52,465
              Less current portion                                         (25,926)               (936)
                                                                  ----------------    ----------------
              Long-term portion                                   $          2,954    $         51,529
                                                                  ================    ================


         In connection with the November 17, 2000 amendment, the Company
         shortened the maturity date of the Revolving Credit Facility to
         November 12, 2001. The Company is currently negotiating with various
         financing companies and expects to replace the facility prior to its
         maturity.



                                      -6-
   7

4.       Discontinued Operations

         Apparel Fabric Business - On November 17, 2000, the Company sold the
         assets of its greige apparel fabric business which included three
         manufacturing facilities in South Boston, Virginia; Greenville, South
         Carolina; and Laurens, South Carolina; and administrative offices in
         Greenville, South Carolina, New York and Los Angeles, thereby exiting
         its apparel business. The business accounted for sales of $30.0 million
         and operating income of $1.1 million in the Three Months Ended January
         29, 2000. The consideration for the sale consisted of approximately
         $27.1 million in cash and future consideration in the form of an
         earn-out based on earnings before interest, depreciation and
         amortization, as defined, for the 24-month period following the
         transaction plus certain assumed liabilities. The Company has accounted
         for the results of the Apparel Fabric Business as a discontinued
         operation and a charge for loss on disposal of discontinued operations
         of $47.4 million was recorded in Fiscal 2000 related primarily to the
         writedown of disposed plant assets and related Reorganization Value to
         realizable value and other exit costs. The net proceeds from the sale
         of $26.2 million were used to reduce the Company's outstanding
         indebtedness on its Revolving Credit Facility which was amended in
         connection with the transaction to reflect the Company's lower
         borrowing requirements.

5.       Contingencies

         At January 27, 2001, the Company had net operating loss carryforwards
         for regular federal income tax purposes of approximately $94.0 million
         (subject to adjustment by the Internal Revenue Service). The net
         operating loss carryforwards expire in years 2003 through 2021. The
         Company also has federal alternative minimum tax net operating loss
         carryforwards of approximately $111.0 million (subject to adjustment)
         which expire in 2004 through 2021. In addition, the Company has
         alternative minimum tax credits of approximately $1.8 million that can
         be carried forward indefinitely and used as a credit against regular
         federal taxes, subject to limitation. The increase in net operating
         loss carryforwards from year end results primarily from the sale of the
         Apparel Division which was recorded in the first quarter for tax
         purposes.

         The Company"s ability to utilize its net operating loss carryforwards
         realized prior to completion of the Plan of Reorganization is limited
         under the income tax laws as a result of the change in the ownership of
         the Company's stock occurring as a part of the Plan of Reorganization.
         The effect of such an ownership change is to limit the annual
         utilization of the net operating loss carryforwards to an amount equal
         to the value of the Company immediately after the time of the change
         (subject to certain adjustments) multiplied by the Federal long-term
         tax exempt rate. Due to the Company"s operating history, it is
         uncertain that it will be able to utilize all deferred tax assets.
         Therefore, a valuation allowance of approximately $29.2 million has
         been provided.

         The Company is exposed to a number of asserted and unasserted potential
         claims encountered in the normal course of business including certain
         asbestos-based claims. Except as discussed below, management believes
         that none of this litigation, if determined unfavorable to the Company,
         would have a material adverse effect on the financial condition or
         results of operations of the Company.

         In June 1997, Sears Roebuck and Co. ("Sears") filed a multi-count
         complaint against JPS Elastomerics Corp. ("Elastomerics"), a
         wholly-owned subsidiary of JPS, and two other defendants alleging an
         unspecified amount of damages in connection with the alleged premature
         deterioration of the Company"s roofing membrane installed on
         approximately 150 Sears stores. No trial date has been established. The
         Company believes it has meritorious defenses to the claims and intends
         to defend the lawsuit vigorously. Management, however, cannot determine
         the outcome of the lawsuit or estimate the range of loss, if any, that
         may occur. Accordingly, no provision has been made for any loss which
         may result. An unfavorable resolution of the actions could have a
         material adverse effect on the business, results of operations or
         financial condition of the Company.


                                      -7-
   8

6.       Business Segments

         The Company's reportable segments are JPS Elastomerics and JPS Glass.
         The reportable segments were determined using the Company's method of
         internal reporting, which divides and analyzes the business by the
         nature of the products manufactured and sold, the customer base,
         manufacturing process, and method of distribution. The Elastomerics
         segment principally manufactures and markets extruded products
         including high performance roofing products, environmental
         geomembranes, and various polyurethane products. The Glass segment
         produces and markets specialty substrates mechanically formed from
         fiberglass and other specialty synthetics for a variety of applications
         such as printed circuit boards, filtration, advanced composites,
         building products, defense, and aerospace.

         The Company evaluates the performance of its reportable segments and
         allocates resources principally based on the segment"s operating
         profit, defined as earnings before interest and taxes. Indirect
         corporate expenses allocated to each business segment are based on
         management's analysis of the costs attributable to each segment. The
         following table presents certain information regarding the business
         segments (in thousands):



                                                                        Three Months Ended
                                                                   ------------------------------
                                                                    January 27,      January 29,
                                                                        2001             2000
                                                                   -------------    -------------
                                                                              
         Net sales:
              Elastomerics                                         $      18,976    $      18,308
              Glass                                                       19,657           18,066
                                                                   -------------    -------------
                                                                          38,633           36,374
              Less intersegment sales (1)                                   -              (1,237)
                                                                    ------------    -------------
              Net sales                                             $     38,633    $      35,137
                                                                    ============    =============

         Operating profit (2):
              Elastomerics                                          $        947    $       1,318
              Glass                                                        2,032              888
                                                                    ------------    -------------
         Operating profit                                                  2,979            2,206
         Interest expense                                                    851              853
                                                                    ------------    -------------
         Income before income taxes and discontinued operations     $      2,128    $       1,353
                                                                    ============    =============

                                                                     January 27,     October 28,
                                                                        2001             2000
                                                                    ------------    -------------
         Identifiable assets:
              Elastomerics                                          $     53,844    $      74,801
              Glass                                                       61,557           74,569
              Eliminations                                                  -              (1,128)
                                                                    ------------    -------------

                 Total assets
                                                                    $    115,401   $      148,242


(1)  Intersegment sales consist primarily of the transfer of certain scrim
     products manufactured by the Glass segment to the Elastomerics segment. All
     intersegment revenues and profits are eliminated in the accompanying
     condensed consolidated financial statements. Intersegment sales were
     discontinued in Fiscal 2000.

(2)  The operating profit of each business segment includes a proportionate
     share of indirect corporate expenses. The Company's corporate group is
     responsible for finance, strategic planning, legal, tax, and regulatory
     affairs for the business segments. Such expense consists primarily of
     salaries and employee benefits, professional fees, and amortization of
     Reorganization Value.


                                      -8-
   9

Item 2.  Management"s Discussion and Analysis of Financial Condition and Results
         of Operations

The statements contained in this quarterly report on Form 10-Q that are not
historical facts are forward-looking statements subject to the safe harbor
created by the Private Securities Litigation Reform Act of 1995. The Company
cautions readers of this quarterly report on Form 10-Q that a number of
important factors could cause the Company's actual results in Fiscal 2001 and
beyond to differ materially from those expressed in any such forward-looking
statements. These factors include, without limitation, the general economic and
business conditions affecting manufacturing businesses, the Company's ability to
meet its debt service obligations including the ability to refinance the
maturing debt, competition from a variety of general domestic and foreign
manufacturers, the seasonality of the Company's sales, the volatility of the
Company's raw materials cost and the Company's dependence on key personnel.

The following should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" appearing in the
Company's Annual Report on Form 10-K for the fiscal year ended October 28, 2000.



                                                                  (In Thousands)
                                                                Three Months Ended
                                                          --------------------------------
                                                           January 27,       January 29,
                                                              2001              2000
                                                          -------------    --------------
                                                                     
Net sales:
   Elastomerics                                           $      18,976    $       18,308
   Glass                                                         19,657            18,066
                                                          -------------    --------------
                                                                 38,633            36,374

   Less intersegment sales                                         -               (1,237)
                                                          -------------    --------------

   Net sales                                              $      38,633    $       35,137
                                                          =============    ==============

Operating profit:
   Elastomerics                                           $         947    $        1,318
   Glass                                                          2,032               888
                                                          -------------    --------------

   Operating profit                                               2,979             2,206

Interest expense                                                    851               853
                                                          -------------    --------------

Income before income taxes and discontinued operations    $       2,128    $        1,353
                                                          =============    ==============



RESULTS OF OPERATIONS

Introduction

The Company has repositioned itself from one that was largely textile-oriented
to a diversified manufacturing and marketing company that is focused on a broad
array of industrial applications. On November 17, 2000, the Company sold its
Apparel Division, thereby completely exiting the textile business. The Company
is now focusing solely on improving the performance and profitability of its
remaining core businesses: JPS Elastomerics and JPS Glass.



                                      -9-
   10

Three Months Ended January 27, 2001 (the "2001 First Quarter") Compared to the
Three Months Ended January 29, 2000 (the "2000 First Quarter")

Consolidated net sales increased $3.5 million, or 10.0%, from $35.1 million in
the 2000 first quarter to $38.6 million in the 2001 first quarter. Operating
profit increased $0.8 million from $2.2 million in the 2000 first quarter to
$3.0 million in the 2001 first quarter.

Net sales in the 2001 first quarter in the Elastomerics segment, which includes
single-ply roofing, environmental membrane and extruded urethane products,
increased $0.7 million, or 3.8%, from $18.3 million in the 2000 first quarter to
$19.0 million in the 2001 first quarter. This increase is primarily attributable
to an improvement in demand for the Company's extruded urethane products, which
have a wide variety of end-uses including applications in athletic, high
performance safety glass, automotive, medical, industrial, and consumer products
industries. The urethane sales increase offset lower sales of Stevens(R) Roofing
System products, which declined as a result of slower construction activity in
November and December, 2000.

Operating profit in the 2001 first quarter for the Elastomerics segment
decreased $0.4 million from $1.3 million in the 2000 first quarter to $0.9
million in the 2001 first quarter. This decrease resulted principally from lower
roofing sales, the resulting lower product margin contribution and associated
lower manufacturing efficiencies.

Net sales in the Glass segment, which includes mechanically-formed substrates
constructed of synthetics and fiberglass for electronic components, construction
products, aerospace components, industrial insulation, and filtration
applications increased $1.6 million, or 8.8%, from $18.1 million in the 2000
first quarter to $19.7 million in the 2001 first quarter. The increase is
primarily attributable to higher demand for electronic and aerospace substrates.

Operating profit in the 2001 first quarter for the Glass segment increased $1.1
million from $0.9 million in the 2000 first quarter to $2.0 million in the 2001
first quarter primarily as a result of cost savings initiatives and higher
manufacturing efficiencies which offset raw material and energy cost increases.

Interest expense in the 2001 first quarter was consistent with the 2000 first
quarter.


LIQUIDITY AND CAPITAL RESOURCES

The Company's principal sources of liquidity for operations and expansion are
funds generated internally and borrowings under its Revolving Credit Facility
(as defined below). On October 9, 1997, JPS Elastomerics and C&I (the "Borrowing
Subsidiaries") and JPS entered into the Credit Facility Agreement (the "Credit
Agreement"), as amended, by and among the financial institutions party thereto,
Citibank, as agent, and Bank of America, as co-agent. As amended, on November
17, 2000, the Credit Agreement provides for a revolving credit loan facility and
letters of credit (the "Revolving Credit Facility") in a maximum principal
amount equal to the lesser of (a) $45 million and (b) a specified borrowing base
(the "Borrowing Base"), which is based upon eligible receivables, eligible
inventory, and a specified dollar amount (currently $12,600,000 (subject to
reduction) based on fixed assets of the Borrowing Subsidiaries), except that (i)
no Borrowing Subsidiary may borrow an amount greater than the Borrowing Base
attributable to it (less any reserves as specified in the Credit Agreement) and
(ii) letters of credit may not exceed $20 million in the aggregate. The Credit
Agreement contains restrictions on investments, acquisitions and dividends
unless, among other things, the Company satisfies a specified pro forma fixed
charge coverage ratio and maintains a specified minimum availability under the
Revolving Credit Facility for a stated period of time, and no default exists
under the Credit Agreement. The Credit Agreement contains financial covenants
relating to minimum levels of EBITDA, minimum interest coverage ratio, minimum
fixed charge coverage ratio, and maximum capital expenditures. Subsequent to
October 9, 1997, the Credit Agreement has been amended to, among other things
(i) modify the financial covenants relating to minimum levels of EBITDA, minimum
interest coverage ratio, minimum fixed charge coverage ratio, and maximum
capital expenditures, (ii) modify the interest rate margin and unused commitment
fees, (iii) provide additional reduction of the fixed asset portion of the
Borrowing Base and (iv) allow the Company to repurchase its



                                      -10-
   11

common stock under certain circumstances. As of January 27, 2001, the Company
was in compliance with these restrictions and all financial covenants, as
amended. All loans outstanding under the Revolving Credit Facility, as amended,
bear interest at either the Eurodollar Rate (as defined in the Credit Agreement)
or the Base Rate (as defined in the Credit Agreement) plus an applicable margin
(the "Applicable Margin") based upon the Company's fixed charge coverage ratio
(which margin will not exceed 2.50% for Eurodollar Rate borrowings and 1.00% for
Base Rate borrowings). At January 27, 2001, the Company had approximately $11.5
million available for borrowing under the Revolving Credit Facility.

During the 2001 first quarter, cash provided by operating activities was
$27,000. Working capital, excluding assets held for sale, at October 28, 2000
was $28.7 million compared with $5.5 million at January 27, 2001 principally as
a result of classifying the balance of the Company's Revolving Credit Facility
as current maturity of long-term debt. Accounts receivable decreased by $5.6
million from October 28, 2000 to January 27, 2001 due to timing. Inventories
increased $1.6 million from October 28, 2000 to January 27, 2001 due to slower
roofing sales. Prepaid and other assets decreased $1.8 million due to timing.
Accounts payable decreased by $3.5 million from October 28, 2000 to January 27,
2001 primarily as a result of payment of Fiscal 2000 Incentive Compensation.

The principal use of cash in the 2001 first quarter was for capital expenditures
of $3.1 million for upgrade of the Company's manufacturing operations and the
repayment of long-term debt of approximately $23.6 million. The Company also
used $2.1 million to repurchase outstanding shares of its common stock. On
November 17, 2000, the Company received approximately $27.1 million in proceeds
from the sale of its Apparel division as discussed under the caption "Fiscal
2000 Compared With Fiscal 1999" in the Company's Annual Report on Form 10-K for
the fiscal year ended October 28, 2000. Such funds were used to further reduce
the Company's outstanding indebtedness under its Revolving Credit Facility and
certain equipment loans. The Company anticipates making capital expenditures in
Fiscal 2001 of approximately $5.0 million to $6.0 million and expects such
amounts to be funded by cash from operations and bank financing sources.

Based upon the Company's ability to generate working capital through its
operations and its current or replacement Revolving Credit Facility, the Company
believes that it has the financial resources necessary to pay its capital
obligations and implement its business plan. In connection with the November 17,
2000 amendment, the Company shortened the maturity date of the Revolving Credit
Facility to November 12, 2001. The Company is currently negotiating with various
financing companies and expects to replace the facility prior to its maturity.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Interest rate risk. The Company has exposure to interest rate changes primarily
relating to interest rate changes under its Revolving Credit Facility. The
Company"s Revolving Credit Facility bears interest at rates which vary with
changes in (i) the London Interbank Offered Rate (LIBOR) or (ii) a rate of
interest announced publicly by Citibank in New York, New York. The Company does
not speculate on the future direction of interest rates. As of January 27, 2001,
approximately $25.3 million of the Company"s debt bore interest at variable
rates. The Company believes that the effect, if any, of reasonably possible
near-term changes in interest rates on the Company"s consolidated financial
position, results of operations or cash flows would not be significant.

Raw material price risk. A portion of the Company"s raw materials are
commodities and are, therefore, subject to price volatility caused by weather,
production problems, delivery difficulties, and other factors which are outside
the control of the Company. In most cases, essential raw materials are available
from several sources. For several raw materials, however, branded goods or other
circumstances may prevent such diversification and an interruption of the supply
of these raw materials could have a significant impact on the Company"s ability
to produce certain products. The Company has established long-term relationships
with key suppliers and may enter into purchase contracts or commitments of one
year or less for certain raw materials. Such agreements generally include a
pricing schedule for the period covered by the contract or commitment. The
Company believes that any changes in raw material pricing, which cannot be
adjusted for by changes in its product pricing or other strategies, would not be
significant.



                                      -11-
   12

General Economic Conditions. Demand for the Company's products is affected by a
variety of economic factors including, but not limited to, the cyclical nature
of the construction industry, demand for electronic and aerospace products which
ultimately utilize components manufactured by the Company, and general consumer
demand. Adverse economic developments could affect the financial performance of
the Company.



                                      -12-
   13

JPS INDUSTRIES, INC.

                           PART II - OTHER INFORMATION
Item
----

1.   Legal Proceedings                                               None
2.   Changes in Securities                                           None
3.   Defaults Upon Senior Securities                                 None
4.   Submission of Matters to a Vote of Security Holders             None
5.   Other Information                                               None
6.   Exhibits and Reports on Form 8-K:
     (a) Exhibits:
         (11)   Statement re: Computation of Per Share Earnings - not required
                since such computation can be clearly determined from the
                material contained herein.
     (b) Current Reports on Form 8-K:
             Form 8-K dated December 4, 2000 (Incorporated by Reference):
             Item 2.  Acquisition or Disposition of Assets - Apparel Division
                      Sale
             Item 7.  Financial Statements and Exhibits - ProForma Financial
                      Information


                                   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 thereunto duly authorized.

                                          JPS INDUSTRIES, INC.

Date:  March 9, 2001                      /s/ Charles R. Tutterow
                                          -------------------------
                                          Charles R. Tutterow
                                          Executive Vice President, Chief
                                            Financial Officer & Secretary



                                      -13-