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PARKER POE ADAMS &
BERNSTEIN L.L.P.

Attorneys and Counselors at Law

  R. Douglas Harmon

  June 10,
  2005

  Partner

  Telephone:  704.335.9020

  Direct Fax:  704.335.4485

  dougharmon@parkerpoe.com

Securities
and Exchange Commission

Division
of Corporation Finance

450
Fifth Street, N.W.

Washington,
DC 20549

Attention:
Andrew Blume

  Re:

  Polymer Group, Inc.

  Form 10-K for the fiscal year ended January 1, 2005

  File No. 1-14330

  Filed March 29, 2005

  Form 10-Q for the quarterly period ended April 2, 2005

Ladies and Gentlemen:

On
behalf of our client, Polymer Group, Inc. (“PGI” or the “Company”), we are
submitting this response to the comments received from the Staff of the
Securities and Exchange Commission (the “Commission”) with regard to PGI’s Annual
Report on Form 10-K for the fiscal year ended January 1, 2005 and
filed with the Commission on March 29, 2005 (the “Form 10-K”) and Quarterly
Report on Form 10-Q for the quarterly period ended April 2, 2005 and
filed with the Commission on May 16, 2005 (the “Form 10-Q”).  The Staff’s comments were delivered by letter
dated May 18, 2005 addressed to James L. Schaeffer, Chief Executive
Officer of PGI, and signed by George F. Ohsiek, Jr., Branch Chief (the “Comment
Letter”).

We
offer the following responses to the Comment Letter.  To assist you in reviewing our responses, the
numbered paragraphs below correspond to the numbered paragraphs of the Comment
Letter and the page numbers referenced below refer to the page numbers
of the Form 10-K.  We note that these
responses are being provided to you on or before June 10, 2005, rather
than June 2, 2005 (as requested in the Comment Letter) based on your
approval granted in our telephone conversation on May 25, 2005.

CHARLESTON, SC

COLUMBIA, SC

RALEIGH, NC

SPARTANBURG, SC

General

1.             The comment is noted, and PGI agrees to make
all such revisions in future filings beginning with the Form 10-Q for the
quarterly period ending July 2, 2005, as applicable.

Form 10-K for the Fiscal Year Ended January 1, 2005

Item 6. Selected Financial Data, page 17

2.             PGI agrees that it will not present income (loss)
after income tax but before Chapter 11 reorganization items, extraordinary item
and cumulative effect of change in accounting principle, or the related per
share amounts in its future filings.

Item 7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations

Results of Operations, page 19

3.             PGI agrees to make the requested disclosure
in future filings to the extent that revisions to its allowance for doubtful accounts
receivable are material to pretax income.  PGI previously discussed in its Form 10-Q
for the quarterly period ended July 3, 2004 the impact of the most
significant adjustments in fiscal 2004 to its allowance for doubtful accounts
in the quarter in which they were initially recorded.  We recognize the continuing applicability of
your comment and agree that material revisions to the allowance for doubtful
accounts will be appropriately discussed in the MD&A in future filings.

Liquidity and Capital Resources, page 27

4.             PGI agrees that it will not present in its future
filings “Working capital, excluding current portion of long-term debt.”

Contractual Obligations, page 28

5.             The terms of the Senior Secured Bank
Facility, as amended (the “Bank Facility”), require that on an annual basis,
subsequent to year end, PGI perform a calculation of excess cash flows, as
defined in the Bank Facility, with such excess cash flow applied to repayment
of the Bank Facility.  Excess cash flow is
generally calculated as 50% of the annual total of cash flows from operations
adjusted for the effects of interest expense, income taxes, capital
expenditures and changes in working capital in excess of debt payments made
during such annual period.  As noted in
the “Liquidity Summary” on Page 28 of the Form 10-K, PGI made
optional repayments of $17.0 million on the first lien term loan portion of the
Bank Facility, which amount was considered in the calculation of excess cash
flow.  Had such optional debt payments
not been made during fiscal 2004, an excess cash flow calculated payment of
approximately $15.0 million would have been required subsequent to January 1,
2005.  Accordingly, based on the
calculation generally described above, PGI was not obligated to make any excess
cash flow payments with

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respect
to fiscal 2004 and is not projected to make any such payments with respect to
fiscal 2005 and it is not practical, with any degree of certainty, to project
any such payments with respect to fiscal 2006 or beyond.  The debt payments due for fiscal 2005
reflected in the table of contractual obligations include $3.0 million of
mandatory payments due under the Bank Facility, $0.4 million of payments related
to other long-term debt, and $7.0 million of payments related to short-term
debt.  Additionally, PGI agrees that in
future filings it will discuss in the related notes to the table of contractual
obligations and in the notes to the consolidated financial statements the
excess cash flow provision of the Bank Facility, as amended.

Critical Accounting Policies and Other Matters, page 31

6.             PGI will revise future filings, as
applicable, to expand the discussions of critical accounting policies and
estimates to more clearly focus on the assumptions and uncertainties that
underlie PGI’s critical accounting estimates.
Additionally, PGI will endeavor to discuss the sensitivity of reported
results to changes in assumptions, judgments and estimates, including the
likelihood of obtaining materially different results if different assumptions
were applied.  PGI will also indicate in
future filings the likelihood of additional asset impairments in the future.

Financial Statements

Consolidated Statements of Operations, page 39

7.             PGI agrees to remove the subtotal for “Other
expense (income)” items in future filings.

Note 1.  Principles of
Consolidation, page 42

8.             The general accounting disclosure related to
investments in 20% to 50% owned affiliates included in “Note 1.Principles of
Consolidation” to the consolidated financial statements referred to an
investment in an entity that was immaterial to the consolidated balance sheets
and statements of operations for each period presented.  PGI at January 1, 2005 did not have any assets
or liabilities related to investments in 20% to 50% owned affiliates included
in its consolidated balance sheet as such immaterial investment was fully
written off in fiscal 2004.  Additionally,
the Company does not have any continuing financial obligations or guarantees
with respect to this entity.  PGI, as
applicable, will remove in future filings the general disclosure related to
investments in 20% to 50% owned affiliates accounted for by the equity method.

Note 2.  Accounting Policies and
Financial Statement Information, page 42

9.             PGI confirms that its general inventory
reserves are relieved through income only when the inventory is sold and not
based on changes in management judgment.

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10.           PGI agrees to provide in future filings
cautionary disclosure in MD&A that PGI’s gross margins may not be
comparable to others, since some entities classify shipping and handling costs
in cost of goods sold and others include such costs in selling, general
administrative expenses.

Note 4.   Fresh Start Accounting,
page 56

11.           PGI agrees to provide, as applicable,
additional disclosures of the methodologies and related assumptions used to determine
reorganization value, including discount rates, tax rates, the number of years
for which cash flows are projected and the method for determining terminal
value.  As supplemental information, PGI’s
revised “Note 4.Fresh Start Accounting” to the consolidated financial
statements will be expanded to include the following additional disclosures:

Fresh-start accounting requires that the
reorganization value of the Company be allocated to its assets and liabilities
in conformity with SFAS No. 141, “Business Combinations.”  Such allocations have been reflected in the
amounts included herein.  Based on the
consideration of many factors and various valuation methods, the Company and
its financial advisors determined the reorganization value of the Company as
described in the Modified Plan.  The
factors and valuation methodologies included the review of comparable company
market valuations and the recent acquisition values of comparable company
transactions as well as discounted cash flow models.  The discounted cash flow models utilized
projected free cash flows for four future years, with such projected future
free cash flows discounted at rates approximating the expected weighted average
cost of capital (11.0% to 13.0%) plus the present value of the Company’s
terminal value computed using comparable company exit multiples.  Projected free cash flows were estimated
based on projected cash flows from operations, adjusted for the effects of
income taxes at an effective rate of 39.0%, estimated capital expenditures and
estimated changes in working capital.  The
calculation of reorganization value of the Company was based on a variety of
estimates and assumptions about future circumstances and events.  Such estimates and assumptions are inherently
subject to significant economic uncertainties.

Note 5.   Business Restructuring
and Asset Impairment, page 57

12.           PGI will revise its future filings to include
all disclosures required by Paragraphs 26 and 47 of SFAS 144, as applicable,
for each material asset impairment charge.
PGI will also discuss within MD&A, if material, the reasonably
likely effects on future earnings and cash flows resulting from the charges,
such as reduced depreciation expense.

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Note 11.   Debt, page 61

13.           In conjunction with refinancing PGI’s debt in
2004, PGI’s majority shareholder exchanged approximately $42.6 million of the
Company’s Convertible Subordinated Notes (the “Junior Notes”) it controlled for
approximately $42.6 million of the Company’s Series A Convertible
Pay-in-kind Preferred Shares (the “PIK Preferred Shares”).  The primary reason for the exchange by PGI’s
majority shareholder was to assist the Company to strengthen PGI’s balance
sheet and improve its leverage and interest coverage ratios in anticipation of
the pending bank debt refinancing, which completed bank debt refinancing
allowed the Company to reduce its annual cash interest costs by approximately
50%.  Also in 2004, pursuant to a tender
offer, approximately $10.1 million of the Company’s Junior Notes were exchanged
for approximately $10.1 million of the PIK Preferred Shares.  PGI did not recognize any gain or loss on the
aforementioned $52.7 million exchanges of Junior Notes for PIK Preferred Shares
as the fair market value of the two instruments were deemed to be approximately
the same at the dates of exchange.
Evidence supporting the conclusion regarding the approximately equivalent
fair values of these instruments is as follows:

•                                          The principal amount of the Junior Notes at
the time of the exchange is equal to the face amount and the corresponding
mandatory redemption value of the PIK Preferred Shares.

•                                          Both the Junior Notes and the PIK Preferred
Shares are subordinated in right of payment to all existing and future
indebtedness of the Company.

•                                          Both the Junior Notes and the PIK Preferred
Shares convey to the holder the right to convert their holdings to shares of
PGI’s Class A Common Stock at the identical stated conversion price of
$7.29 per share.  As the Class A
Common Stock at the dates of exchange traded at values substantially in excess
of $7.29 per share, the in-the-money conversion privilege is considered the
primary indicator of fair value.

•                                          Also, at any time prior to June 30,
2012, provided certain conditions have been met, the Company may elect to
redeem the PIK Preferred Shares, which redemption price may be paid by the
Company, at the option of the Company, in (i) cash, (ii) through the
issuance of Class A Common Stock, or (iii) through a combination
thereof.  At the dates of exchange, the
aforementioned conditions had been met and the PIK Preferred Shares can be
redeemed by the Company, with the expectation that they would be redeemed
through the issuance of Class A Common Stock.

Per
the guidance included in Paragraph 4 of FTB 80-1, the reacquisition price of
the extinguished debt is to be determined by the value of the common or
preferred stock issued or the value of the debt, whichever is more clearly
evident.  As the conversion value to
common stock, which was substantially in-the-money at the dates of exchange, is
identical between the Junior Notes and the PIK Preferred Shares, their values
should be approximately equivalent.  Additionally,
per the guidance included in Paragraph 20 of APB 26, as the net carrying amount
of the Junior Notes approximated the reacquisition value of the PIK Preferred
Shares at the dates of exchange, no gain or loss has been recognized in the
consolidated statements of operations.
PGI agrees that it

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will
revise the disclosures in future filings to include an expanded summary of the
aforementioned accounting for the exchanges of Junior Notes for PIK Preferred
Shares.

Note 17.   Shareholders’ Equity, page 76

14.           The Class C dividend preference
represents an immaterial potential cash outlay by the Company.  PGI will clarify in future filings the
disclosure regarding the nature of the dividend preference of the Company’s Class C
Common Stock.

Note 18.   Segment Information, page 76

15.           For all periods presented in the Form 10-K,
the reconciling item between total segment depreciation and amortization to
consolidated depreciation and amortization is the amortization of loan
acquisition costs, included in interest expense, net.  PGI will revise the disclosure in future
filings to provide a reconciliation from total segment depreciation and
amortization to consolidated depreciation and amortization.

Note 19.   Foreign Currency and
Other, page 79

16.           The majority of PGI’s foreign sales are made
by international subsidiaries which, dependent upon qualitative factors as
described in SFAS 52, have designated either the local currency or the U.S.
Dollar as their functional currency.

For international subsidiaries which have the U.S.
Dollar as their functional currency, local currency transactions are remeasured
into U.S. Dollars, using current rates of exchange for monetary assets and
liabilities.  Gains and losses from the
remeasurement of such monetary assets and liabilities are reported in Foreign Currency and Other in the consolidated statements of
operations.  Likewise, for international
subsidiaries which have the local currency as their functional currency, gains
and losses from the remeasurement of monetary assets and liabilities not
denominated in the local currency are reported in Foreign
Currency and Other in the consolidated statements of operations.  Additionally, currency gains and losses have
been incurred on intercompany loans between subsidiaries, and to the extent
that such loans are not deemed to be permanently invested, such currency gains
and losses are also reflected in Foreign Currency and Other
in the consolidated statements of operations.

PGI believes that operating income for the current
period should be derived from a consistent application of remeasurement and
translation for current period revenue and expense items at average rates for
the period.  PGI further believes that
impacts on currency resulting from such issues as (i) rate changes
pertaining to