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               [Letterhead of Willaim Blair & Company, L.L.C.]

                                   Annex II

November 8, 1999


Board of Directors
Alba-Waldensian, Inc.
Box 100, 201 St. Germain Ave., S.W.
Valdese, North Carolina  28690

Gentlemen:

You have requested our opinion as to the fairness, from a financial point of
view, to the Stockholders (other than Clyde Wm. Engle, Nathan H. Dardick, and
Tefron, Ltd., or any of their respective affiliates) of Alba-Waldensian, Inc
("the Company") of the consideration to be received pursuant to the terms of the
Agreement and Plan of Merger dated as of November 8, 1999 (the "Merger
Agreement") by and among Tefron U.S. Holdings Corp. ("Parent"), AWS Acquisition
Corp. ("Purchaser"), a wholly-owned subsidiary of Parent, and the Company.
Pursuant to the terms of, and subject to the conditions of, the Merger
Agreement, Purchaser will make a tender offer (the "Tender Offer") at $18.50 per
share for all of the outstanding shares of the Company (the "Consideration").
Following consummation of the Tender Offer, Purchaser will be merged with and
into the Company in a merger ("Merger") in which all of the outstanding shares
of the Company (other than shares owned by Parent, Purchaser or the Company or
their subsidiaries) will be converted into the right to receive the
Consideration (the transactions pursuant to the Merger Agreement are
collectively, the "Transaction").

In connection with our review of the proposed Transaction and the preparation of
our opinion herein, we have examined, (a) the Merger Agreement; (b) audited
financial statements of the Company for the three fiscal years ended December
31, 1998; (c) the unaudited quarterly financial statements of the Company for
the periods ended April 4, 1999 and July 4, 1999; (d) certain internal financial
information and forecasts for the Company, prepared by management of the Company
and (e) certain other publicly available information on the Company. We have
also held discussions with members of the senior management of the Company to
discuss the foregoing, and have considered other matters which we have deemed
relevant to our inquiry.

Although we have no reason to believe that any of the financial or other
information on which we have relied is not accurate or complete, we have assumed
the accuracy and completeness of all such information and have not attempted to
verify independently any of such information, nor have we made or obtained an
independent appraisal of the assets of the Company. With respect to financial
forecasts, we have assumed that such forecasts have been reasonably prepared on
bases reflecting the best currently available estimates and judgments of the
Company's management as to the future financial performance of the Company. We
express no opinion with respect to the financial forecasts or the estimates and
judgments on which they are based. Our opinion herein is based upon economic,
market, financial and other conditions existing on, and other information
disclosed to us and that can be evaluated as of, the date of this letter. It
should be understood that, although subsequent developments may affect this
opinion, we do not have any obligation to update, revise or reaffirm this
opinion. We have relied as to all legal matters on advice of counsel to the
Company. In rendering our opinion, we have assumed that the Transaction will be
consummated on the terms described in the Merger Agreement, without any waiver
of any material terms or conditions by the Company. We were not requested to,
nor did we, seek alternative participants for the proposed Transaction.



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In conducting our investigation and analyses and in arriving at our opinion
expressed herein, we have taken into account such accepted financial and
investment banking procedures and considerations as we have deemed relevant,
including (a) historical revenues, operating earnings, operating cash flows, net
income and capitalization, as to the Company and certain publicly held companies
in businesses we believe to be comparable to the Company; (b) the current
financial position and results of operations of the Company; (c) the historical
market prices and trading volume of the Common Stock of the Company; (d)
financial information concerning selected actual and proposed business
combinations which we believe to be relevant; and (e) the general condition of
the securities markets.

Our engagement and the opinion expressed herein are for the benefit of the
Company's Board of Directors and our opinion is not a recommendation to the
Company's Stockholders with respect to the Transaction.

William Blair & Company has been engaged in the investment banking business
since 1935. We undertake the valuation of investment securities in connection
with public offerings, private placements, business combinations, estate and
gift tax valuations and similar transactions. In addition, the Company has
agreed to indemnify us against certain liabilities arising out of our
engagement.

Based upon and subject to the foregoing, it is our opinion as investment bankers
that, as of date hereof, the Consideration to be paid to the Stockholders of the
Company in the Transaction is fair, from a financial point of view, to such
Stockholders.

                                                 Very truly yours,




                                                 -------------------------------
                                                 WILLIAM BLAIR & COMPANY, L.L.C.


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