                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  SCHEDULE 13G
                                 (Rule 13d-102)


             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
                            PURSUANT TO RULE 13d-2(b)

                                (Amendment No. 4)


                               POLYMER GROUP, INC.
 ------------------------------------------------------------------------------
                                (Name of Issuer)


                 CLASS A COMMON STOCK, $0.01 PAR VALUE PER SHARE
 ------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    731745204
 ------------------------------------------------------------------------------
                                 (CUSIP Number)


                                December 31, 2004
 ------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)


     Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

          [_] Rule 13d-1(b)

          [X] Rule 13d-1(c)

          [_] Rule 13d-1(d)


----------

     The information required in 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 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).

<PAGE>

CUSIP No.   731745204
            ---------------------


1.  NAME OF REPORTING PERSONS
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

    James D. Bennett

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                      (a) [_]
                                                                      (b) [X]

3.  SEC USE ONLY


4.  CITIZENSHIP OR PLACE OF ORGANIZATION

    USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.  SOLE VOTING POWER

    0

6.  SHARED VOTING POWER

    1,076,397

7.  SOLE DISPOSITIVE POWER

    0

8.  SHARED DISPOSITIVE POWER

    1,076,397

9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    1,076,397

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

                                                                          [_]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    9.9%(*)

12. TYPE OF REPORTING PERSON

    IN

--------------------------------------------------------------------------------

* The securities reported in this filing are comprised of both Class A Common
Stock and Series A Preferred Stock which can be immediately converted into
Class A Common Stock.

<PAGE>

CUSIP No.   731745204
            ---------------------

Item 1(a).  Name of Issuer:

            Polymer Group, Inc.
            --------------------------------------------------------------------

Item 1(b).  Address of Issuer's Principal Executive Offices:

            4838 Jenkins Avenue
            North Charleston, South Carolina, 29405
            --------------------------------------------------------------------

Item 2(a).  Name of Person Filing:

            (1)   James D. Bennett
            (2)   Bennett Restructuring Fund, L.P. (1)
            (3)   Bennett Restructuring Fund II, L.P. (1)
            (4)   Bennett Offshore Restructuring Fund, Inc. (1)
            (5)   Barclays Global Investors Distressed Specialist Fund I (2)
            (6)   Restructuring Capital Associates, L.P. (1)

---------
     1. This Schedule 13G is being filed by James D. Bennett, a United States
citizen, Bennett Restructuring Fund, L.P., a Delaware limited partnership
("BRF"), Bennett Offshore Restructuring Fund, Inc., a Cayman Islands exempted
company ("BORF"), Restructuring Capital Associates, L.P., a Delaware limited
partnership ("RCA") and Barclays Global Investors Distressed Specialist Fund I
("BGID") (collectively, the "Reporting Persons").

     Mr. Bennett is the President and a director of Bennett Capital Corporation
("BCC"), a Delaware corporation, which is an investment advisory and management
firm. BCC is the general partner of RCA, which is also an investment advisory
and management firm and a registered investment adviser. RCA is the general
partner of BRF and Bennett Restructuring Fund II, L.P. ("BRF II").

     Mr. Bennett also serves as a director of BORF.

     BRF, BRF II, and BORF each are private investment fund companies. Effective
as of January 3, 2005, BRF II sold all of its assets, including all securities
of the Issuer, to BRF and BORF. Bennett Management Corporation ("BMC") provides
research and investment advisory services to BRF and pursuant to an agreement
with this investment fund company. Bennett Offshore Investment Corporation
("BOIC") provides research and investment advisory services to BORF pursuant to
an agreement with BORF. Mr. Bennett is the President and a director of each of
BMC and of BOIC.

     2 BGID is a unit trust organized under the laws of Ireland. Barclays Global
Investors Limited ("BGI"), a limited company organized under the laws of England
and Wales, is the manager of BGID. BGI appointed RCA as a sub-advisor to BGID.
RCA provides investment advisory and management services to BGID pursuant to an
agreement between RCA and BGID.
            --------------------------------------------------------------------

Item 2(b).  Address of Principal Business Office, or if None, Residence:


            (1) James D. Bennett, BRF, BRF II and RCA:

                       2 Stamford Plaza
                       Suite 1501
                       281 Tresser Boulevard
                       Stamford, Connecticut 06901

            (2) BORF:

                       P.O. Box 2003 GT
                       Grand Pavilion Commercial Centre
                       Bougainvillea Way
                       802 West Bay Road
                       Grand Cayman, Cayman Islands

            (3) BGID:

                       Abbey Court
                       Irish Life Centre
                       Lower Abbey Street
                       Dublin 1
                       Ireland
            --------------------------------------------------------------------

Item 2(c).  Citizenship:


            (1) James D. Bennett:       USA
            (2) BRF:                    Delaware limited partnership
            (3) BRF II:                 Delaware limited partnership
            (4) BORF:                   Cayman Islands exempted company
            (5) BGID:                   Ireland unit trust
            (6) RCA:                    Delaware limited partnership
            --------------------------------------------------------------------

Item 2(d).  Title of Class of Securities:


            Class A Common Stock, $0.01 par value per share
            --------------------------------------------------------------------

Item 2(e).  CUSIP Number:


            731745204
            --------------------------------------------------------------------


Item 3.     If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
            or (c), Check Whether the Person Filing is a:

        (a)[_] Broker or dealer registered under Section 15 of the Exchange
               Act.

        (b)[_] Bank as defined in Section 3(a)(6) of the Exchange Act.

        (c)[_] Insurance company as defined in Section 3(a)(19) of the
               Exchange Act.

        (d)[_] Investment company registered under Section 8 of the
               Investment Company Act.

        (e)[_] An investment adviser in accordance with Rule
               13d-1(b)(1)(ii)(E);

        (f)[_] An employee benefit plan or endowment fund in accordance with
               Rule 13d-1(b)(1)(ii)(F);

        (g)[_] A parent holding company or control person in accordance with
               Rule 13d-1(b)(1)(ii)(G);

        (h)[_] A savings association as defined in Section 3(b) of the
               Federal Deposit Insurance Act;

        (i)[_] A church plan that is excluded from the definition of an
               investment company under Section 3(c)(14) of the Investment
               Company Act;

        (j)[_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.  Ownership.

     Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.

     (a) Amount beneficially owned:

          James D. Bennett:            1,076,397
          BRF:                           408,909
          BRF II:                        214,789
          BORF:                          292,108
          BGID:                          160,591
          RCA:                           784,289
          ----------------------------------------------------------------------

     (b) Percent of class:

          James D. Bennett:                9.9%
          BRF:                             3.9%
          BRF II:                          2.1%
          BORF:                            2.9%
          BGID:                            1.6%
          RCA:                             7.3%

          ----------------------------------------------------------------------

     (c) Number of shares as to which such person has:

          (i) Sole power to vote or to direct the vote

                                   James D. Bennett:                  0
                                   BRF:                               0
                                   BRF II:                            0
                                   BORF:                              0
                                   BGID:                              0
                                   RCA:                               0
                                                        -----------------------,

          (ii) Shared power to vote or to direct the vote

                                   James D. Bennett:           1,076,397
                                   BRF:                          408,909
                                   BRF II:                       214,789
                                   BORF:                         292,108
                                   BGID:                         160,591
                                   RCA:                          784,289
                                                         ----------------------,

          (iii) Sole power to dispose or to direct the disposition of

                                   James D. Bennett:                  0
                                   BRF:                               0
                                   BRF II:                            0
                                   BORF:                              0
                                   BGID:                              0
                                   RCA:                               0
                                                          ---------------------,

          (iv)  Shared power to dispose or to direct the disposition of

                                   James D. Bennett:           1,076,397
                                   BRF:                          408,909
                                   BRF II:                       214,789
                                   BORF:                         292,108
                                   BGID:                         160,591
                                   RCA:                          784,289
                                                          ---------------------.

Item 5.  Ownership of Five Percent or Less of a Class.

     If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities check the following [_].

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Item 6.  Ownership of More Than Five Percent on Behalf of Another Person.

     If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.

         N/A
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Item 7.  Identification and Classification of the Subsidiary Which Acquired
         the Security Being Reported on by the Parent Holding Company or Control
         Person.

     If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.

         N/A
         -----------------------------------------------------------------------


Item 8.  Identification  and  Classification  of Members of the Group.

     If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and Item
3 classification of each member of the group. If a group has filed this schedule
pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.

         N/A
         -----------------------------------------------------------------------


Item 9.  Notice of Dissolution of Group.

     Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.

          N/A
          ----------------------------------------------------------------------

Item 10.  Certifications.

          By signing below I certify that, to the best of my knowledge and
          belief, the securities referred to above were not acquired and are not
          held for the purpose of or with the effect of changing or influencing
          the control of the issuer of the securities and were not acquired and
          are not held in connection with or as a participant in any transaction
          having such purpose or effect.




                                    SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


                                        February 14, 2005
                                        ----------------------------------------
                                                        (Date)


                                        /s/ James D. Bennett***
                                        ----------------------------------------
                                            James D. Bennett




*** The Reporting Persons disclaim beneficial ownership except to the extent of
their pecuniary interest therein.




75252.0000 #547610

