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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. 2)*

PILLOWTEX CORPORATION

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

721506 10 3

(CUSIP Number)

John B. Frank
Managing Director and General Counsel
Oaktree Capital Management, LLC
333 South Grand Avenue, 28^th Floor
Los Angeles, California 90071
(213) 830-6300

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

October 10, 2002

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-l(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

(Continued on following pages)
(Page 1 of 8 Pages)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D


CUSIP No. 721506 10 3				Page 2 of 8 Pages


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Oaktree Capital Management, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) o
		(b) ý


3	SEC USE ONLY


4	SOURCE OF FUNDS*
	Not applicable.

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	o


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	California

NUMBER OF	7	SOLE VOTING POWER
SHARES		3,839,181

BENEFICIALLY	8	SHARED VOTING POWER
OWNED BY		-0-

EACH	9	SOLE DISPOSITIVE POWER
REPORTING		3,839,181

PERSON WITH	10	SHARED DISPOSITIVE POWER
		-0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,839,181

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	20.11%

14	TYPE OF REPORTING PERSON*
	IA, OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13D


CUSIP No. 721506 10 3				Page 3 of 8 Pages


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	OCM Opportunities Fund III, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) o
		(b) ý


3	SEC USE ONLY


4	SOURCE OF FUNDS*
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	o


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF	7	SOLE VOTING POWER
SHARES		3,771,684

BENEFICIALLY	8	SHARED VOTING POWER
OWNED BY		-0-

EACH	9	SOLE DISPOSITIVE POWER
REPORTING		3,771,684

PERSON WITH	10	SHARED DISPOSITIVE POWER
		-0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,771,684

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	o


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	19.75%

14	TYPE OF REPORTING PERSON*
	PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!


				Page 4 of 8 Pages

This Amendment No. 2 amends and restates in its entirety the Schedule 13D (the "Schedule 13D") of Oaktree Capital Management, LLC ("Oaktree") and OCM Opportunities Fund III, L.P. (the "Opportunities Fund") filed with the Securities and Exchange Commission (the "Commission") on May 31, 2002, as amended by the Amendment No. 1 to the Schedule 13D filed with the Commission on September 17, 2002, relating to the common stock, par value $0.01 per share (the "Common Stock") of Pillowtex Corporation, a Delaware corporation (the "Issuer").

Item 1. Security and Issuer

This Schedule 13D relates to the Common Stock, par value $0.01 per share ("Common Stock"), of Pillowtex Corporation, a Delaware corporation (the "Issuer"). The address of the principal executive office of the Issuer is One Lake Circle Drive, Kannapolis, North Carolina 28081.

Item 2. Identity and Background

This Schedule 13D is filed on behalf of:

(1): Oaktree Capital Management, LLC, a California limited liability company ("Oaktree"), in its capacity as general partner of the Opportunities Fund (as defined below); and
(2): OCM Opportunities Fund III, L.P., a Delaware limited partnership (the "Opportunities Fund").

The principal business of Oaktree is providing investment advice and management services to institutional and individual investors. The Opportunities Fund is a limited partnership which generally invests in securities and obligations of distressed entities. Oaktree is also the investment manager of a third party trust account (the "Oaktree Trust Account") and a third party separate account (the "Oaktree Separate Account", and together with the Oaktree Trust Account, the "Oaktree Accounts"). The Oaktree Accounts invest in securities and obligations similar to those in which the Opportunities Fund invests. Based on Oaktree's relationship with the Opportunities Fund and the Oaktree Accounts, Oaktree may be deemed to beneficially own the shares of Common Stock of the Issuer held by the Opportunities Fund and the Oaktree Accounts. Neither the Oaktree Separate Account nor the Oaktree Trust Account beneficially owns more than 5% of shares of the Common Stock of the Issuer.


				Page 5 of 8 Pages

(a)-(c) & (f)

Oaktree is the general partner of the Opportunities Fund. The address of the principal business and principal office for Oaktree, the Opportunities Fund and the portfolio manager of the Opportunities Fund is 333 South Grand Avenue, 28^th Floor, Los Angeles, California 90071. The members and executive officers of Oaktree and the Opportunities Fund are listed below. The principal address for each member and executive officer of Oaktree and the Opportunities Fund is 333 South Grand Avenue, 28^th Floor, Los Angeles, California 90071. Each individual listed below is a citizen of the United States of America.

Executive Officers & Members
Howard S. Marks		Chairman and Principal
Bruce A. Karsh		President and Principal
David Kirchheimer		Principal and Chief Financial and Administrative Officer
Sheldon M. Stone		Principal
David Richard Masson		Principal
Larry W. Keele		Principal
Stephen A. Kaplan		Principal
Russel S. Bernard		Principal
John W. Moon		Principal
Kevin L. Clayton		Principal
John B. Frank		Managing Director and General Counsel

Portfolio Manager
Bruce A. Karsh		President and Principal

(d)-(e)

During the last five years, neither Oaktree, the Opportunities Fund, nor, to the best of their knowledge, any of their respective executive officers, directors and general partners (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

The Opportunities Fund beneficially owns 3,771,684 shares of the Issuer's Common Stock as of the date hereof. Pillowtex Corporation, a Texas corporation (the predecessor-in-interest to the Issuer, "Old Pillowtex"), and certain of its subsidiaries filed for bankruptcy on November 14, 2000 under Chapter 11 of the United States Bankruptcy Code. Pursuant to the Second Amended Joint Plan of Reorganization of Old Pillowtex and its debtor subsidiaries (the "Plan"), which Plan was confirmed by the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") pursuant to an order entered into on May 2, 2002, the Opportunities Fund was entitled to receive shares of the Issuer's Common Stock as of May 24, 2002, the effective date of the Plan. The Opportunities Fund was entitled to receive such shares because it was a holder (through an affiliate) of Class 5 bank loan claims under the Plan. Under the Plan, Class 5 bank loan claims were held by lenders under Old Pillowtex's pre-petition credit facilities. The Opportunities Fund, through an affiliate, held approximately $98.7 million of bank loans under such prepetition credit facilities, which were funded through the Opportunities Fund's working capital. Pursuant to the terms of the Plan, the bank loan claims of the Opportunities Fund were satisfied in exchange for the distribution of shares of Common Stock of the Issuer reported herein.


				Page 6 of 8 Pages

Item 4. Purpose of Transaction

As described in Item 3 above, the shares of the Common Stock held by the Opportunities Fund were acquired pursuant to the terms of the Plan. The Opportunities Fund currently holds such shares for investment purposes subject to the next paragraph.

Oaktree, as the general partner of the Opportunities Fund, continuously evaluates the Issuer's businesses and prospects, alternative investment opportunities and all other factors deemed relevant in determining whether additional shares of the Issuer's Common Stock will be acquired by the Opportunities Fund or by other accounts and funds of which Oaktree is the general partner and/or investment manager or whether the Opportunities Fund or any such other accounts or funds will dispose of shares of the Issuer's Common Stock. At any time, additional shares of Common Stock may be acquired or some or all of the shares of the Issuer's Common Stock beneficially owned by Oaktree, the Opportunities Fund and/or the Oaktree Accounts may be sold, in either case in the open market, in privately negotiated transactions or otherwise. Except as otherwise disclosed herein, Oaktree currently has no agreements, beneficially or otherwise, which would be related to or would result in any of the matters described in Items 4(a)-(j) of Schedule 13D; however, as part of its ongoing evaluation of this investment and investment alternatives, Oaktree may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, Oaktree may hold discussions with or make formal proposals to management or the Board of Directors of the Issuer, other shareholders of the Issuer or other third parties regarding such matters.

Two Oaktree officers, Scott L. Graves and Kenneth Liang, serve as directors of the Issuer on an interim basis until his resignation or until a director serving on a permanent basis is appointed in his place.

Item 5. Interest in Securities of the Issuer

(a) As of the date of this Schedule 13D, the Opportunities Fund owns and has sole power to vote and dispose of 3,771,684 shares of the Issuer's Common Stock (approximately 19.75% of the outstanding shares of the Issuer's Common Stock).

As of the date of this Schedule 13D, Oaktree, in its capacity as the general partner of the Opportunities Fund and the investment manager of the Oaktree Accounts, may be deemed to beneficially own 3,839,181 shares of Common Stock of the Issuer (approximately 20.11% of the outstanding shares of the Issuer's Common Stock) held by the Opportunities Fund and the Oaktree Accounts.

(b) Oaktree has discretionary authority and control over all of the assets of the Opportunities Fund and the Oaktree Accounts pursuant to its status as general partner of the Opportunities Fund and investment manager of the Oaktree Accounts, including the power to vote and dispose of the Issuer's Common Stock. Therefore, Oaktree has the power to vote and dispose of 3,839,181 shares of the Issuer's Common Stock.

Oaktree and each of the individuals listed in Item 2 disclaims beneficial ownership of the shares of the Issuer's Common Stock held by the Opportunities Fund and the Oaktree Accounts and the filing of this Statement shall not be construed as an admission that any such person is the beneficial owner of any such securities.

(c) Other than the transaction described in Item 3, neither the Opportunities Fund nor Oaktree and, to the best of their knowledge, none of their respective executive officers, directors or general partners has effected any transaction involving the Issuer's Common Stock during the last 60 days from the date hereof.


				Page 7 of 8 Pages

(d) None

(e) Not applicable

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Oaktree, as general partner of the Opportunities Fund, receives a management fee for managing the assets of the Opportunities Fund and has a carried interest in the Opportunities Fund.

The Issuer has entered into a registration rights agreement relating to the Common Stock with Oaktree, on behalf of the Opportunities Fund and the Oaktree Accounts. Such registration rights agreement provides for certain rights to require the Issuer to register for resale under the Securities Act of 1933, as amended, the shares held by the Opportunities Fund and the Oaktree Accounts received under the Plan.

Except as described above and elsewhere in this Schedule 13D, as of the date hereof, there are no other contracts, understandings or relationships (legal or otherwise) among the parties named in Item 2 hereto and between such persons and any person with respect to any of the securities of the Issuer beneficially owned by the Opportunities Fund.


				Page 8 of 8 Pages

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.

Dated as of October 10, 2002.

OAKTREE CAPITAL MANAGEMENT, LLC

By:		/s/ JOHN B. FRANK John B. Frank Managing Director and General Counsel

By:		/s/ RICHARD TING Richard Ting Vice President, Legal

OCM OPPORTUNITIES FUND III, L.P. By: Oaktree Capital Management, LLC, its general partner

By:		/s/ JOHN B. FRANK John B. Frank Managing Director and General Counsel

By:		/s/ RICHARD TING Richard Ting Vice President, Legal

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Item 1. Security and Issuer

Item 2. Identity and Background

Item 3. Source and Amount of Funds or Other Consideration

Item 4. Purpose of Transaction

Item 5. Interest in Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

SIGNATURE

PILLOWTEX CORP SC 13D/A