Item 1. Business.
	General
				NCC Industries, Inc. (hereinafter referred to as		"Registrant")
is engaged in the foundation garment business,		which consists of the design,
manufacture and sale of brassieres, panties and girdles.
	Classes of Similar Products
				The revenues from sales of brassieres and panties and		girdles
during the years ended December 31, 1994, 1993 and	1992 were as follows:
	Sales
				Most of the items manufactured by Registrant are	popularly priced,
but Registrant manufactures some budget	priced and higher priced items.
Sales are made to department,		specialty, discount and chain stores
throughout the United States. 				
			Registrant owns the following trademarks: "Lilyette,"	"Minimizer,"
and "Reflections." In addition, Registrant manufactures 	brassieres as a
sub-contractor under the trademark "Bill Blass". 	Registrant holds no other
trademarks, patents, licenses, franchises 	or concessions which it deems
material. During 1994, approximately 61% 	of Registrant's total sales were
made under Registrant's trademarks 	(as compared to 61% in 1993 and 60% in
1992), and substantially all of	the balance of sales were made either under
customers' names or as u	branded merchandise. Sales of Registrant's
trademarked products are made	by 26 sales persons who are full-time
employees of Registrant and by five	independent regional sales
representatives. Sales of Registrant's	unbranded and customers' named
merchandise are handled by account	executives of Registrant. During 1994,
approximately 18% of Registrant's	total sales were made to Walmart, Inc.
("Walmart") (as compared to 16% in	1993 and 12% in 1992), approximately 17%
of the total sales were made to	J.C. Penney Company, Inc. ("Penney")
(as compared to 20% in 1993 and 19%	in 1992), approximately 10% of the total
sales were made to Mast	Industries, Inc. ("Mast") (as compared to 8% in 1993
and 9% in 1992) and	approximately 9% of total sales were made to Mervyn's
Department Stores,	Inc. ("Mervyn's)(as compared to 9% in 1993 and 15% in
1992). Registrant has no contracts or agreements with any of Walmart,
Penney, Mast, or	Mervyn's with respect to purchase of merchandise other than
standard	purchase orders. Although Registrant has made substantial sales to
Penney	and Mervyn's for many years to Walmart since 1990, and to Mast since
1989	there can be no assurance that Penney, Walmart, Mast or Mervyn's will
	continue to purchase Registrant's products in the future, or that the sub-
	contracting arrangement concerning usage of the "Bill Blass" trademark
	will continue. The loss of any of Penney, Walmart, Mast or Mervyn's as a
	customer, or a substantial decrease in their purchase of Registrant's			 		
												
products or the termination of the aforementioned sub-contracting
arrangement, could have a materially adverse effect on Registrant's
business. Registrant does not engage in significant sales in foreign markets.
Manufacturing Facilities and Purchases of Finished Good		Registrant
manufactures a portion of its products in Registrant's plants located in
Cortland, New York, and Aguada, Puerto Rico. Registrant also utilizes
certain manufacturing facilities of Triumph International Overseas Limited
("Triumph") and certain of Triumph's affiliates and licensees in the Far
East and South America (see "Item 13. Certain Relationships and Related
Transactions") and utilizes independent sewing contractors located in the
United States, Puerto Rico and the Dominican Republic. During 1993 and 1994,
Registrant significantly expanded its relationship with its independent
sewing contractor in the Doninican Republic. Registrant provided loans to
such contractor to finance the expansion of its facilities to accomodate such
increased demand by Registrant. With regard to Registant's utilization of
Triumph's manufacturing facilities or those of independent contractors,
Registrant operates in three ways. Registrant cuts raw materials in its plant
in Cortland, New York and ships such cut materials to the Far East, South
America and the Dominican Republic for assembly by Triumph's respective
affiliate or licensee, or Registrant's independent contractors. The finished
products are either returned to Registrant for finishing, packaging and sale
to customers, or are finished packaged and shipped directly to the customer.
In addition, Registrant purchases finished goods from Triumph and its
affiliates, most of which are manufactured in the Far East, and from a non-
affiliated manufacturer. Registrant also ships uncut raw materials to an
independent contractor who cuts, assembles, finishes, and packages garments
and ships them directly to a customer. 					
Sources of Raw Materials
				Registrant purchases its raw materials from various		domestic
suppliers. Three suppliers account for approximatel		30% of the raw
materials used by Registrant; however, Registran		believes adequate
alternative sources are available for all it		raw materials needs.
		Working Capital
				Historically, raw materials have been readily availabl		from a number
of suppliers and it has not been necessary fo		Registrant to maintain a
substantial inventory in order to fil		orders. Registrant has been required
to maintain higher work-in	process inventories than other domestic
manufacturers because	substantial portion of the products that it
manufactures is cut at	Registrant's main plant in the United States, shipped
to manufacturing	facilities outside the continental United States for sewing
and then	returned for finishing, packaging and sale. In addition, since
	Registrant has experienced long lead times in obtaining merchandise	from the
Far East and South America, Registrant carries higher	inventories of
finished goods to meet its shipment obligations to	customers. Registrant
endeavors to utilize its domestic production	capacity to meet the short-term
needs of its customers. Registrant	believes that its practices with respect
to working capital items are	consistent with industry practices of companies
whose manner of	production, shipment levels or manufacturing sites, as the
case may	be, are similar to Registrant's.
Backlog
		Registrant's management estimates the dollar amounts of backlogs of
unfilled orders as of December 31, 1994 and December 31, 1993 were
$12,200,000 and $12,269,000, respectively. Registrant's management believes
that all orders received and unfilled as of December 31, 1994 are firm and
will be filled within the current fiscal year.
Competitive Conditions
		Marketing efforts by Registrant during 1994 involved mainly catalog and
newspaper advertising of its products, including cooperative advertising.
	While many factors can affect success in the marketplace, those which affect
Registrant's product lines include price, cost, quality, style, color, fit
and material content. Registrant's management believes that no single
factor materially affects its competitive abilities. Registrant endeavors
to use creative approaches in the design, manufacture and marketing of its
products, and to combine these elements in a manner which Registrant deems
suitable for success.
		Management estimates that during 1994 sales by Registrant accounted for
approximately 6% of all domestic sales of brassieres, panties and girdles.
In the opinion of management, there are at least five companies which are of
larger size and which sell more brassieres, panties and girdles to the
retail industry in the United States than does Registrant. 	 	Registrant has been advised by Triumph, its 84% stockholder, Guenther
Spiesshofer, its Chairman, and Frank Magrone, its President, that they have
entered into a non-binding letter of intent with Maidenform Worldwide, Inc.
("Maidenform"), a company also engaged in the foundation garment business,
pursuant to which Maidenform would acquire all of the shares of Registrant's
Common Stock, par value $1.00 per share ("Common Stock") owned by Triumph,
Mr. Spiesshofer and Mr. Magrone. See Item 12 - "Security Ownership of Certain
Beneficial Owners and Management".
							 		Employees
				At December 31, 1994, Registrant employed 1710 persons, of
		whom 1301 were production employees. The remainder of such employees
		were engaged in sales, distribution, design and administrative activities.
		Item 2.
Item 2. Properties.
				The location, terms of occupancy and general character
		of the principal plants of Registrant as of February 10, 1995 were
		as follows:
				Management of Registrant believes that it has accessibility to
		production capacity to meet its current needs and its anticipated growth.
		Triumph has agreed to make its facilities available to fill such 	purchase
		orders as Registrant may from time to time submit (see "Item 13. Certain
		Relationships and Related Transactions"). See also "Item 1. Business -
		Manufacturing Facilities and Purchases of Finished Goods".
		Item 3.
Item 3. Legal Proceedings.
		 Not Applicable.
		Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
		 Not Applicable.
				
							Part II
		Item 5.
Item 5. Market for Registrant's Common Equity and Related 			 Stockholder Matters.
				Registrant's Common Stock is traded in the over-the-counter	market.
The Common Stock is only sporadically traded in such market and,
	accordingly, the bid prices listed below do not necessarily represent	actual
transactions. The per share range of high and low bid	quotations, as
reported by the National Quotation Bureau, for each	of the quarters during
the fiscal years ended December 31, 1994 and	December 31, 1993 is as follows:
			 Year Ended December 31, 1994 . 			 	Quarter Bid 				 1	 	 	High 6 1/2 						 	Low		 4 1/4 				 2		 	High		 6 3/4 						 	Low	 	 6 1/2 				 3	 		High		 6 3/4 					 		Low 		 6 1/2 				 4		 	High		 9 						 	Low	 	 6 3/4 ______________________________________________________________________ 			 Year Ended December 31, 1993 . 			 	Quarter Bid 				 1 			High		 6 1/2 						 	Low	 	 4 1/4 				 2 			High		 6 3/4 						 	Low 		 6 1/2 				 3	 		High		 6 3/4 						 	Low		 6 1/2 				 4	 		High	 	 6 3/4 						 	Low		 6 3/4
		The prices set forth above reflect inter-dealer prices without
		adjustment for retail markups, markdowns or commissions.
		There were no cash dividends paid during the periods shown above.
		At February 10, 1995, there were 416 record holders of Common Stock.
		During 1994, Registrant acquired 400 shares of its Common Stock
		pursuant to unsolicited offers to sell made by non-affiliated share-
		holders. During 1993, Registrant acquired 4,775 shares of its Common
		Stock pursuant to unsolicited offers to sell made by non-affiliated
		shareholders, including 4,600 shares at $8.00 per share. As of
		February 10, 1995, the closing quoted bid price per share was $11.00. 		
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and 		Results of Operations.
		Liquidity and Capital Resources
				Registrant's working capital increased to $35,149,000 at
		December 31, 1994 from $30,910,000 at December 31, 1993 primarily due to
		net income of $5,901,000. Registrant has available lines of credit of
		$41,000,000 of which $22,000,000 was unused at December 31, 1994. These
		lines bear interest at various rates approximating the prime rate.
		Registrant's management believe that funds provided by operations, plus
		Registrant's existing lines of credit and debt capacity, are adequate to
		meet its anticipated capital and operating needs. As of December 31, 1994,
		Registrant did not have any material commitments for capital expenditures.
				Cash flows provided by operations for the year ended December 31,
		1994 were $15,415,000 representing an increase of $20,893,000 as compared to
		the year ended December 31, 1993. This increase was primarily due to a
		decrese in inventory in 1994 of $9,012,000 as compared to an increase in
		inventory in 1993 of $13,514,000. Such decrease resulted primarily from
higher	shipments in 1994 as compared to lower than anticipated shipments in
1993.		Despite net income of approximately $3,715,000 for the year ended
December 31,	1993, cash used in operating activities was approximately
$6,167,000. This	increase resulted from the increase in inventory of
$13,514,000 partially	offset by increases in depreciation and amortization
and other liabilities of	approximately $1,268,000 and $493,000,
respectively, and a decrease in accounts	receivable of $2,180,000.
				Cash used in investing activities for 1994 was $1,304,000
		representing a decrease of $3,770,000 in 1994 as compared to 1993. This
		decrease was primarily due to a reduction in purchase of plant and equipment 							
		
		of $1,954,000 and a reduction in loans to an independent sewing contractor of
		$1,579,000. Purchases of plant and equipment and loans made to an independent
		sewing contractor of approximately $3,134,000, and $1,740,000,
respectively, were	the significant increases in cash used in investing
activities in 1993, which	equaled $5,074,000. Cash used in financing
activities in 1994 was $13,529,000	representing an increase of $23,527,000
in 1994 as compared to 1993 due to a	reduction in net borrowings of
$13,081,000 in 1994 whereas Registrant's net	borrowings increased
$10,481,000 in 1993. Cash provided by financing	activities in 1993
increased to $9,998,000 due to increased net borrowings of	$10,481,000
partially offset by debt repayments of $445,000. 		 		 		Results of Operations
				Net sales for 1994 were approximately 16% higher than in 1993,
		principally due to an increase in demand for Registrant's products. Net
sales	for 1993 were approximately 4% higher than in 1992, principally due
to a		increase in unit volume of goods sold of Registrant's products. Unit
volum		of goods sold increased 12% from 1993 to 1994 and increased 3% from
1992 t		1993. Sales mixture (a weighted average of revenue per unit,
taking into	account the sales levels of Registrant's various products and
styles of	products) resulted in an increase in the average revenue per unit
sold of	2% in 1994 over 1993 and a 1% increase of the average revenue per
unit sold	in 1993 over 1992.
				Gross margin increased to $32,539,000 for the year ended December
		31, 1994 from $28,446,000 in 1993 and $31,408,000 in 1992. The gross margin
		percentage to net sales decreased slightly to 25.4% in 1994 from 25.7% in
1993. 		 							
		The gross margin percentage to net sales decreased to 25.7% in 1993 from
29.5%	in 1992 because of an increase in the average cost per unit sold of
		approximately 6%. Shipping and general and administrative expenses as a
		percentage of net sales were generally consistent for the years ended
December	31, 1994, 1993 and 1992. Selling and advertising expenses
decreased as a	percentage of net sales for the year ended December 31, 1994
as compared to the	year ended December 31, 1993 because of the
non-recurrence in 1994 of expend	tures related to a national advertising
campaign in 1993. Interest expense was generally consistent for 1994, 1993 and
1992.
Registrant's effective Federal tax rate was generally consistent in 1994 and
1993. Registrant's Puerto Rican division was incorporated as a wholly-
owned subsidiary in 1992. As a result, Registrant obtained certain
	tax benefits under Section 936 of the Internal Revenue Code. This change
	was a major factor in the decrease of Registrant's effective Federal tax
	rate to approximately 27.0% in 1993, from 33.0% in 1992.
				As a result of the above factors, Registrant's net income increased
		58.9% in 1994 over 1993 and decreased 40.2% in 1993 over 1992.
				In 1992, Registrant adopted Statement of Financial Accounting
		Standard No. 109, "Accounting for Income Taxes". The effect of such
adoption was	recorded as a cumulative effect of a change in accounting
principle. The effect of	such adoption was a $12,800 credit to net income
in 1992. (See Notes 2 and 7 of the Notes to Consolidated Financial
Statements.)
				Registrant adopted the provisions of Statement of Financial Accounting
		Standard No. 106 "Accounting for Post-retirement Benefit Other Than Pensions"
		and recorded a transition obligation of approximately $897,000 in 1992 net 							 							 	
		of deferred tax benefits as a charge to net income. Such charge is reflected
		as a cumulative effect of a change in accounting principle on Registrant's
		Consolidated Statement of Income for the year ended December 31, 1992.
		(See Notes 2 and 8 to Notes to Consolidated Financial Statements.)
		Item 8.
Item 8. Financial Statements and Supplementary Data.
			 The financial statements and supplementary data are listed
		under Item 14 in this Annual Report.
		Item 9.
Item 9. Changes in and Disagreements with Accountants on 			 Accounting and Financial Disclosure.
			 Not applicable.
						PART III
		Item 10.
Item 10. Directors and Executive Officers of Registrant.
				The table below sets forth the names and ages of all
		of the directors and executive officers of Registrant as of
		February 10, 1995. The term of each director expires at the next
		annual meeting of stockholders and upon his successor being duly
		elected and qualified. Each of the officers serves at the pleasure
		of the Board of Directors subject, in certain cases, to the terms of
		employment agreements.
				From October, 1986 to April, 1990, Mr. Dreher was Vice
		President, International Development, of Sterling Engineered Products,
		Inc. (renamed AEROQUIP Corporation in 1988), a company located in Maumee,
		Ohio and engaged in the manufacture of plastic parts for the automobile
		and furniture industries. From April, 1990 to January, 1991 Mr. Dreher
		was Vice President of Michigan International Business Associates, Inc.,
		a consulting firm located in Ann Arbor, Michigan which specialized in
		international business development. From January, 1991 to September,
		1992, Mr. Dreher was President of Steiff USA. L.P., a toy importer located
		in New York City, N.Y. Since September, 1992, Mr. Dreher has been President
		and Chief Executive Officer of Steiff Margarete, GmbH, a toy manufacturer
		located in Giengen, Germany.
				Mr. Groetzinger retired in 1993. Prior to retirement he
		was a marketing executive for Inter-Triumph Marketing GmbH ("Inter-
		Triumph"), an affiliate of Triumph located in Munich, Germany since
		1986. Inter-Triumph oversees the planning and effectuation of the
		marketing activities of the Triumph International Group, located in
		Munich, Germany. The Triumph International Group consists of companies
		located mainly in Europe, South America and the Far East, all of which
		are engaged in aspects of the manufacture and distribution of corsetry,
		lingerie, swimwear and beachwear.
				Mr. Magrone has been President of Registrant since
		1978 and of its former subsidiaries, Crescent and Lilyette Brassiere
		Co., Inc. ("Lilyette"), since 1971 and 1976, respectively. Lilyette
		and Crescent were merged into Registrant effective December 31, 1980.
		Since 1980, Mr. Magrone has been a director of Marietta Corporation,
		located in Cortland, New York. Marietta Corporation specializes in
		the design, manufacture, packaging, marketing and distribution of
		guest amenity programs, including soap products, to the travel and
		lodging industry in the United States and abroad.
				Mr. Sanguedolce has been Executive Vice President of
		Registrant since 1981 and a Vice President of Registrant since 1977
		and of its former subsidiaries, Crescent and Lilyette, since 1971
		and 1976, respectively.
				Mr. Spiesshofer has been Chairman of the Board and Chief
		Executive Officer of Registrant since March, 1982. He is a partner in
		Triumph International Spiesshofer & Braun which is located in Zurzach,
		Switzerland. He is also the President of Triumph, and a member of
		the Board of Directors of various other companies in the Triumph
		International Group. Triumph International Spiesshofer & Braun is
		the parent company of all the companies which constitute the Triumph
		International Group.
				Mr. Zerbe has been Vice President-Marketing of Registrant
		since April, 1980.
				Mr. Muehlbauer has been Treasurer and Vice President -
		Finance of Registrant since February, 1985. Prior thereto, he was
		employed as a Controller by Triumph Holding GmbH, a wholly-owned
		subsidiary of Triumph International Spiesshofer & Braun, for 12 years.
		 		Compliance with Section 16(a) of the Securities Exchange Act of 1934.
				Based solely upon a review of Forms 3 and 4 and amendments thereto
		furnished to Registrant by each person who, at any time during the fiscal year
		ended December 31, 1994, was a director, executive officer or beneficial
owner	of more than 10% of Registrant's Common Stock with respect to the
fiscal year	ended December 31, 1994, and Forms 5 and amendments thereto
furnished to	Registrant by such persons with respect to such fiscal year,
and written 			 						
		representations from certain of such persons that no Forms 5 were required
for	those persons, Registrant believes that during and with respect to the
fiscal	year ended December 31, 1994, all filing requirements under Section
16(a) of the	Securities Exchange Act of 1934, as amended, applicable to its
directors, executive	officers and the beneficial owners of more than 10% of
Registrant's Common Stock	were complied with.
	 Item 11.
Item 11. Executive Compensation
				The following table sets forth the compensation paid by Registrant for
		the fiscal years ended December 31, 1994, 1993 and 1992 to its chief
Executive	Officer and each of its four remaining most highly compensated
executive officer		of Registrant:
		
				Directors who are officers of Registrant receive no
		special compensation for their services as directors. Each of the
		directors who is not an officer is entitled to receive $600 for each
		meeting that he attends.
				On December 13, 1991, Registrant notified participants of
		a defined benefit pension plan (the "Plan"), in which substantially
		all of its employees in the Crescent division participate, that
		benefits provided by the Plan were curtailed as of December 31, 1991.
		The Plan provides that upon retirement at age 65, each participant
		will receive a monthly pension, for his life, or an actuarial
		equivalent thereof, equal to two ($2.00) dollars per year of ser-
		vice prior to December 1, 1971 and five ($5.00) dollars per year
		of service after November 30, 1971. The maximum monthly pension
		payable at normal retirement date under the plan is one hundred ($100.00)
		dollars per month, with adjustment for actuarially equivalent amounts
		for both early and late retirement. Compensation is not considered
		by the Plan for the purpose of computing benefits. Since the Plan
		defines benefits rather than contributions, costs are not determined
		on an individual basis. The amount of the contribution for all participating
		employees for the year ending December 31, 1994 was approximately $27,000.
				Messrs. Magrone, Sanguedolce and Muehlbauer are the only officers
		of Registrant who participate in the Plan. Messrs. Magrone and Sanguedolce's
		years of service, for Plan purposes, include their service time with
	(3) In 1994, includes (a) life insurance premiums (Mr. Sanguedolce $4,125, Mr. Zerbe $4,259, and Mr. Muehlbauer $609), (b) match of individual deferred compensation amounts (Mr. Magrone $5,375, Mr. Sanguedolce $3,867, Mr. Zerbe $1,900), and (c) match of lost benefits caused by IRS limitations on participation in Registrant's defined contribution plan (Mr. Magrone $7,489, Mr. Sanguedolce $11,017, Mr. Zerbe $3,000, Mr. Muehlbauer $2,666).
	(4) In 1994, included $550,000 paid to Mr. Magrone upon expiration of the then current term of his employment agreement.
		
		Registrant's former subsidiary, Crescent. As of December 31, 1994, Messrs.
		Magrone and Sanguedolce both had 22 years of service credit, and Mr.
Muehlbauer	had 9 years of service credit. Messrs. Magrone and Sanguedolce
can each expect	to receive an annual benefit of twelve hundred ($1,200.00)
dollars from the	Plan upon their retirement at age 65 from Registrant or an
actuarial equivalent	thereof. Mr. Muehlbauer can expect to receive an
annual benefit of four	hundred and twenty ($420.00) dollars from the Plan
upon his retirement at age	65 from Registrant or an actuarial equivalent
thereof.
		Compensation Committee Interlocks and Insider Participation
				Registrant's Board of Directors does not have a Compensation
Committee. The Executive Committee, composed of Messrs.	Guenther
Spiesshofer and Frank Magrone, establishes the compensation policies of
Registrant and determines the compensation of	its officers and employees.
Mr. Spiesshofer serves as the Chairman of the Board and Chief Executive
Officer of Registrant and	Mr. Magrone serves as its President. Registrant
made payments	for purchases of goods and services to Triumph, a subsidiary of
		Triumph International Spiesshofer & Braun, of which Mr. Spiesshofer	is a
partner. See Item 13. "Certain Relationships and Related	Transactions" for
disclosure of certain transactions between Registrant
		and Triumph. No executive officer of Registrant served during fiscal
		year 1994 (i) as a member of the compensation committee or other board
		committee performing equivalent functions, or in the absence of any such
		committee, the entire board of directors of another entity, one of	whose
executive officers served on the Executive Committee of Registrant;
		(ii) as a director of another entity, one of whose executive officers 							 							
		 		served on the Executive Committee of Registrant; served on the Executive
		Committee of Registrant; and (iii) as a member of the compensation
committee or	other board committee performing equivalent functions or, in
the absence of any	such committee, the entire board of directors of another
entity, one of whose	executive officers served as a director of Registrant.
		Employment Agreements
				Mr. Sanguedolce is employed under an employment contract with
		Registrant which terminates on December 31, 1996. The contract provides
		for an annual salary of $159,463 per annum with an increase of 5% per annum
		through the term of the contract. The contract also provides for life 		 		insurance on Mr. Sanguedolce's life of $325,000. Upon his death, Mr.
		Sanguedolce's estate is entitled to receive an amount equal to six months of
		his salary at the time of his death. The contract contains additional
		provisions relating to termination in the case of disability, illness,
		vacations, reimbursement for expenses and the right to participate in benefits
		generally available to executive employees of Registrant. Under the contract,
		Mr. Sanguedolce's employment may be terminated by Registrant apart from dis-
		ability, only after the exhaustion of all appeals from a final judicial
		adjudication of commission of a felony, dishonesty, willful malfeasance, gross
		negligence in the course of employment, or if Mr. Sanguedolce directly or
		indirectly competes with Registrant, or materially breaches the terms of the
		contract.
			Mr. Muehlbauer, Vice President-Finance and Treasurer of Registrant,
		is employed under an employment contract with Registrant which terminates
		December 31, 1996. The contract provides for a salary of $121,650 in 1995
		with an increase of 5% per annum. 		 									 			
		Item 12.
Item 12. Security Ownership of Certain Beneficial 			 Owners and Management.
			 (a) The following table sets forth certain
		information with respect to persons known to Registrant to
		own beneficially more than 5% of Registrant's voting securities,
		as of February 10, 1995.
[S] [C] [C] [C]
	 Percent of 	 Amount and Out- 	 Nature of standing 	 Title of Name and Address of Beneficial Shares 	 Class___ Beneficial Owner_____ Ownership (1) Owned (2)
	 Common Stock, Triumph International 3,670,779 83.9% 	 $1 par value Overseas Limited 	 9490 Vaduz 	 Aeulestrasse 74 	 Liechtenstein
	 Guenther Spiesshofer 3,692,279(3) 84.4% 	 Robert Koch St 32 	 8022 Gruenwald 	 Germany
	 Frank Magrone 350,200 8.0% 	 Cosmos Heights 	 Cortland, New York
_________________ 	 (1) All persons listed have sole voting and investment power 		 with respect to their shares unless otherwise indicated.
	 (2) Computed on the basis of 4,375,492 shares of Common Stock 		 outstanding.
	 (3) Includes 3,670,779 shares of Common Stock owned by Triumph, 		 which is a subsidiary of Triumph International Spiesshofer & 		 Braun, of which Mr. Spiesshofer is a partner.
			(b) The following table sets forth certain
		information with respect to each class of Registrant's equity
		securities beneficially owned by each director and each executive
		officer named in the Summary Compensation Table of Registrant and
		the directors and executive officers of Registrant as a group, as of
		February 10, 1995
[S] [C] [C] [C] 	 Percent of 	 Amount and Out- 	 Nature of standing 	 Title of Name and Address of Beneficial Shares 	 Class___ Beneficial Owner_____ Ownership (1) Owned (2)
	 Common Stock, Frank Magrone 350,200 8.0% 	 $1 par value 	 Guenther Spiesshofer 3,692,279(3) 84.4%
	 Edward Zerbe 1,300 (4)
	 Angelo Sanguedolce - -
	 Peter Muehlbauer - -
	 Rudolf Groetzinger - -
	 Otmar Dreher - -
	 All executive officers 	 and directors as a 	 group (7 in number) 4,043,779 92.4%
	 _________________ 	 (1) All persons listed have sole voting and investment power 		 with respect to their shares unless otherwise indicated.
	 (2) Computed on the basis of 4,375,492 shares of Common Stock 		 outstanding.
	 (3) Includes 3,670,779 shares of Common Stock owned by Triumph, 		 which is a subsidiary of Triumph International Spiesshofer & 		 Braun, of which Mr. Spiesshofer is a partner.
	 (4) Less than 1.0%.
	 		(c) Changes in Control	 	 		Registrant has been advised by Triumph, Guenther Spiesshofer 		 		and Frank Magrone that they have entered into a non-binding letter of
		intent with Maidenform pursuant to which Maidenform would acquire all of
		the shares of Registrant's Common Stock owned by Triumph, Mr. Spiesshofer 														
		and Mr. Magrone in exchange for approximately $9.8 million in
		cash and approximately 28.2% of the common stock of Maidenform.
		Item 13.
Item 13. Certain Relationships and Related Transactions.
				Triumph, a principal stockholder of Registrant,
		guaranteed the repayment of one of Registrant's existing lines
		of credit for which it received an annual fee ($80,000 during
		1993) from Registrant of two percent (2%) of the guaranteed line
		of credit. Such guarantee requirement was terminated as of July,
		1993.
				Triumph provides Registrant with technical assistance
		and fills such purchase orders as Registrant may from time to time
		submit. During 1994, purchases from Triumph by Registrant
		amounted to $17,900,000 as compared to $25,500,000 in 1993 and
		$24,800,000 in 1992 (such amounts include both payments for
		finished goods and payments for assembly of materials cut by
		Registrant in the United States and shipped to Triumph's facial-
		ities for assembly and return).
				On July 1, 1986, Frank Magrone, President and Chief
		Operating Officer of Registrant, purchased from Registrant 250,000
		shares of Registrant's Common Stock at a purchase price of $1.00
		per share. The source of the purchase price paid by Mr. Magrone to
		Registrant was a loan made by Registrant to Mr. Magrone in the principal
		amount of $250,000. Mr. Magrone repaid the loan on October 31, 1994 upon
		the receipt of a payment of $550,000 upon the expiration of his employment
		agreement.
		
				Concurrently with the purchase of the 250,000 shares,
		Mr. Magrone entered into a Shareholders' Agreement, dated as of
		July 1, 1986, with Triumph International (Hong Kong LTD.) (TIHK),
		an affiliate of Triumph, and Registrant. The Shareholders'
		Agreement covers matters such as the manner in which Mr. Magrone
		may sell, encumber, grant a security interest in, or in any manner
		dispose of any or all of the 250,000 shares; conditions under which
		TIHK may elect or is obligated to purchase such shares from Mr.
		Magrone; the means by which a fair purchase price of such shares
		is to be determined should TIHK elect or be obligated to purchase
		such shares; conditions under which Registrant is required to buy
		back such shares; certain rights of Mr. Magrone to sell such shares
		if Registrant proposes to file a registration statement under the
		Securities Act of 1933; remedies for breach of the Shareholders'
		Agreement; and the means by which disputes arising under the
		Shareholders' Agreement are to be resolved.
Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on 		 Form 8-K:
	(a) The following documents are filed as part of this report: [S] [C] 										 Page No.
	 1. Financial Statements:
		 Independent auditor's report			
		 NCC Industries, Inc. and Subsidiary 		 financial statements: 		 Consolidated balance sheets as of 		 December 31, 1994 and 1993			
		 Consolidated statements of income for 		 each of the three years in the 		 period ended December 31, 1994			
		 Consolidated statements of shareholders' 		 equity for each of the three years in the 		 period ended December 31, 1994.		
		 Consolidated statements of cash flows 		 for each of the three years in the 		 period ended December 31, 1994.		
		 Notes to consolidated financial statements	
	 2. Financial statements schedules:
		 Schedule II for each of the three 		 years in the period ended 		 December 31, 1994.					
		 Schedules other than those listed above 		 have been omitted because they are not 		 applicable or the required information 		 is shown in the financial statements or 		 notes thereto.
	 3. Exhibits:
		 The Exhibits Index is on Page 48.
	(b) Reports on Form 8-K - None. 	(c) Exhibit Index is on Page 48. 	(d) See (a)2 above.
INDEPENDENT AUDITORS' REPORT
The Board of Directors NCC Industries, Inc. Cortland, New York
We have audited the accompanying consolidated balance sheets of NCC 	 Industries, Inc. and Subsidiary as of December 31, 1994 and 1993, and the related consolidated statements of income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 1994. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidate financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of NCC Industries, Inc. and Subsidiary as of December 31, 1994 and 1993 and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 1994 in conformity with generally accepted accounting principles.
	 As discussed in Note 2 to the financial statements, in 1992 the Company changed its method of accounting for deferred income taxes and postretirement benefits other than pensions.
COOPERS & LYBRAND L.L.P.
Syracuse, New York February 3, 1995
NCC INDUSTRIES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
___________
								
LIABILITIES AND SHAREHOLDERS' EQUITY
NCC INDUSTRIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ___________
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
The Company is engaged in the garment business, in which it manufactures and distributes (predominantly to retail businesses) popular priced ladies under garments. Triumph International Overseas Ltd., a Liechtenstein corporation ("Triumph"),is the Company's majority shareholder who at December 31, 1994 and 1993 owned approximately 84% of the Company's outstanding common shares.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. The subsidiary, Crescent Industries, Inc., commenced operations on April 27, 1992. All significant inter- company accounts and transactions have been eliminated.
Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
Inventories
Inventories are stated at the lower-of-cost or market. Cost is deter- mined on the first-in, first-out basis.
Property, Plant and Equipment and Depreciation
Property, plant and equipment are stated at cost. Depreciation has been com- puted by the straight-line method over the estimated useful lives of the related assets.
Revenue Recognition
The Company's policy of recognizing revenue is to record sales upon shipment of goods.
Income Per Common Share
Per share amounts are computed based on the weighted average number of shares of common stock outstanding.
NCC INDUSTRIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ___________
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes
Income tax expense consists of taxes currently payable and deferred income taxes which are based upon temporary differences between financial accounting and tax bases of assets and liabilities in accordance with SFAS No. 109 as measured by the enacted tax rates which are anticipated to be in effect when these differences reverse. The deferred tax provision is the result of the net change in the deferred tax assets and liabilities. A valuation allowance is established when it is necessary to reduce deferred tax assets to amounts expected to be realized.
Other Assets
Other assets consist principally of long-term investments and notes receivabl due from a garment processor. The notes bear interest at the prime rate. Payments are made based on the billings by the processor to the Company. The notes are being repaid by deduction from amounts owed by the Company to the processor for services performed. During 1994 and 1993, the Company deducted $528,920 and $130,530, respectively, and applied such deductions to the notes. It is estimated that the notes will be reduced by $400,000 in 1995.
In May 1993, Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Securities, was issued by the Financial Accounting Standards Board. As permitted, the Company implemented this Standard on January 1, 1994, retroactive application is not permitted. The effect of the adoption was immaterial to the Company. Investments consist primarily of mutual funds and bonds and are stated at cost. The carrying value of investments approximates market. In 1993 these investments were included in the caption short-term investments in the balance sheet.
Reclassification
Certain amounts in prior years have been reclassified to conform to the current year's presentation.
NCC INDUSTRIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ___________
2. CHANGES IN ACCOUNTING PRINCIPLES
The Company adopted the provisions of SFAS 106 effective January 1, 1992. The immediate recognition approach was elected which resulted in the recording of a transition obligation of $1,185,600 or $.20 per weighted average common share. Such amount has been reflected in the consolidated statement of income, net of tax effect, as a cumulative effect of change in accounting for the year ended December 31, 1992.
In addition, the Company adopted the provisions of SFAS 109 effective Janu- ary 1, 1992. At January 1, 1992, the Company recorded a tax benefit of approximately $12,800, which represents the net increase to the deferred tax asset as of that date. Such amount has also been reflected in the con- solidated statement of income as a cumulative effect of change in accounting for the year ended December 31, 1992.
3. INVENTORIES
Inventories by major classifications are as follows: [S] [C] [C] 1994 1993
Raw materials $ 7,287,229 $ 7,110,600 Work-in-process 9,639,312 10,916,850 Finished goods 22,178,113 30,088,933
$39,104,654 $48,116,383
4. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment at December 31, consisted of the following: [S] [C] [C] 1994 1993
Land $ 239,867 $ 239,867 Building and building improvements 6,334,777 6,400,792 Machinery and equipment 9,798,420 9,019,508 Construction in progress 190,206 195,012 16,563,270 15,855,179 Less: Accumulated depreciation 5,376,952 4,297,720 $11,186,318 $11,557,459
NCC INDUSTRIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ___________
5. NOTES PAYABLE, BANKS
The Company has entered into note agreements with various financial institutions. In general, each agreement stipulates the maximum borrowings from an institution that can be outstanding at any time. The Company borrows against these lines with terms ranging from 90 days to over one year at rates ranging from 5.4375% to 7.1875% Long-term notes payable of $7,000,000 bear interest at rates which are periodically negotiated (rates range from 6.82% to 7.49% as of December 31, 1994). These long- term notes mature in August 1997. The Company has $22,000,000 available in unused bank lines of credit at December 31, 1994. The availability of these lines is subject to maintaining satisfactory credit standards and certain financial ratios.
6. LONG-TERM DEBT
Long-term debt at December 31, 1994, consisted of $2,806,415 Series "A" Industrial Development Bonds (the Bonds) issued by Cortland County Industrial Development Agency. The Bonds are tax-exempt and bear interest at various rates based on maturity, ranging from 6.6% to 8%, and are payable on September 15 and March 15 of each year. Annual maturities are $445,000 through 1998, $210,000 in 1999, and $205,000 thereafter, through September 15, 2003.
The Bonds are collateralized by a first mortgage on the land, facility and certain equipment purchased with the proceeds of the bond financing. The Bonds are also collateralized by an irrevocable letter of credit for $3,019,238 which was issued for the account of the Company in favor of the Bond Trustee for the benefit of the bondholders.
The Bond Indenture requires, among other things, that the Company maintain certain financial ratios.
7. INCOME TAXES
As discussed in Note 2, the Company adopted SFAS No. 109 as of January 1, 1992.
The temporary differences which give rise to a significant portion of deferred tax assets and liability at December 31, 1994 are as follows:
NCC INDUSTRIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ___________
7. INCOME TAXES (Continued)
The net deferred tax asset of $879,810 consists of a net current deferred tax asset of $1,507,863 and a net long-term deferred tax liability of $628,053.
The temporary differences which give rise to a significant portion of deferred tax assets and liability at December 31, 1993 are as follows:
The net deferred tax asset of $738,135 consists of a net current deferred tax asset of $1,167,179 and a net long-term deferred tax liability of $429,044.
The valuation reserve changed by $72,087 which resulted in additional tax expense during 1992.
NCC INDUSTRIES, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ___________
7. INCOME TAXES (Continued)
Reconciliation of federal statutory rate to the effective income tax rate for years ended December 31 follows:
At December 31, 1994, the Company has investment tax credit carryforwards for New York State tax purposes of approximately $180,000. These credits expire at various times through December, 2004.
8. RETIREMENT BENEFIT PLANS
Pension Plans
a. The Company has a noncontributory defined benefit pension plan. Employees may no longer accrue service benefits due to an amendment in 1991, but may continue to receive service benefits for vesting purposes. The Company funds an amount each year that is necessary to keep the plan on a sound actuarial basis.
The discount rate used to determine the actuarial present value of the projected benefit obligation was 7.5%, 6.25% and 7.50% at December 31, 1994, 1993 and 1992, respectively. The expected long-term rate of return on assets used to determine the net pension cost was 8%, 7.5% and 8% during 1994, 1993 and 1992, respectively.
NCC INDUSTRIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ___________
8. RETIREMENT BENEFIT PLANS (Continued)
b. On January 1, 1992, the Company implemented a defined contribution plan covering all participants in the defined benefit plan or active Continental U.S. employees age 21 or older with one year of service except for certain executives. Contributions to the plan are deter- mined at the discretion of the Board of Directors and are based on participants' age and compensation. Salary deferrals may be made by the participants commencing January 1, 1993. Total defined contribu- tions costs for 1994, 1993 and 1992 were $247,794, $223,772 and $281,575, respectively.
Postretirement Health Care and Life Insurance Plan
The Company provides for certain limited postretirement medical and life insurance benefits covering certain employees hired prior to December 1, 1977. As discussed in Note 2, the Company adopted in 1992 the provisions of SFA No. 106, Employers Accounting for Postretirement Benefits Other Than Pensions.
The Accumulated Postretirement Benefit Obligation was determined using a discount rate of 6.5% and 6.5% at December 31, 1994 and 1993, respectively. The assumed healthcare cost trend rate used was 10% for 1994; the rate was assumed to decrease gradually to 5% by the year 2008 and remain at that level thereafter. The following sets forth the Plan's status with amounts reported in the Company's consolidated balance sheet at December 31.
NCC INDUSTRIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ___________
8. RETIREMENT BENEFIT PLANS (Continued)
A discount rate of 7.5%, 8% and 8% was used to determine the net periodic postretirement benefit expense for December 31, 1994, 1993 and 1992. Increasing the assumed healthcare cost trend rates by one percentage point in each year would increase the accumulated postretirement benefit obligation as of December 31, 1994 by $131,800 and increase the aggregate of the service cost and interest cost of net periodic postretirement benefit expense by $5,900.
9. COMMITMENTS
Leases
Rent expense was approximately $262,000, $428,000 and $424,000 for the years ended December 31, 1994, 1993 and 1992, respectively. Minimum lease commitments, exclusive of real estate taxes and other expenses, under all noncancelable real property operating leases at December 31, 1994 are as follows:
1995 $ 476,868 1996 481,526 1997 490,712 1998 520,286 1999 490,411 Thereafter 1,609,833
The leases provide for the payment of increases in real estate taxes and other costs.
NCC INDUSTRIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ___________
10. RELATED PARTY TRANSACTIONS
During 1994, 1993 and 1992, the Company purchased merchandise and con- tracted labor from Triumph and its affiliates amounting to $17,900,000, $25,500,000 and $24,800,000, respectively, and made interest payments to Triumph of $13,000 in 1992.
Until July 1993, Triumph guaranteed certain notes payable and lines of credit, for which the Company incurred loan guarantee fees amounting to approximately $80,000 and $160,000 in 1993 and 1992, respectively.
In January 1992, the Company purchased 100,000 shares of its common stock from an officer of the Company for $6.50 per share.
In July 1986, the Company's President acquired 250,000 shares of the Company's common stock for $1 per share, which approximated market value, in exchange for a $250,000 promissory note. The shares are subject to a shareholder's agreement among the President, the Company and Triumph International (Hong Kong) Ltd ("TIHK"), which, among other things, restricts the President from disposing of the shares to other than TIHK and requires TIHK, under certain conditions, to purchase such shares from the President upon termination of his employment. The promissory note called for semi-annual interest payments at an annual interest rate of 7.5%, with principal due on October 31, 1994.
The President's employment agreement also included a bonus of $550,000 which was paid upon expiration of the agreement on October 31, 1994. At such time the aforementioned note was paid in full.
11. MAJOR CUSTOMERS
The Company had sales to one customer which approximated 19% in 1994, 20% in 1993 and, 19% in 1992, sales to another customer approximated 17% in 1994, 16% in 1993 and 12% in 1992 and sales to a third customer approximated 10% in 1994, 9% in 1993 and 15% in 1992.
12. CONTINGENCIES
The Company is subject to actions that arise in the ordinary course of its business activities. Management believes that any resolution of such matters will not materially affect the financial position or results of operations of the Company. Management believes, that they have meritorious defenses and intends to vigorously defend such actions.
NCC INDUSTRIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ___________
13. SUBSEQUENT EVENT
Subsequent to year end, the Company announced that Triumph and the Company's president have entered into negotiations to sell their holdings (approximately 92%) of the Company's common stock to Maidenform Worldwide Inc.
INDEPENDENT AUDITORS' REPORT
The Board of Directors NCC Industries, Inc. Cortland, New York
Our report on the consolidated financial statements of NCC Industries, Inc. and Subsidiary is included on page of this Form 10-K. In connection with our audits of such financial state- ments, we have also audited the related financial statement schedule on page of this Form 10-K.
In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly, in all material respects, the inform- ation required to be included therein.
COOPERS & LYBRAND L.L.P.
Syracuse, New York February 3, 1995
(a) Uncollectible accounts written off.
(b) Uncollectible accounts written off net of bad debt recoveries.