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SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* ROSS WILBUR L JR (Last) (First) (Middle) 600 LEXINGTON AVENUE 19TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol INTERNATIONAL TEXTILE GROUP INC [ ITXN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman of the Board
	3. Date of Earliest Transaction (Month/Day/Year) 03/02/2007
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	(1)	03/02/2007		J(2)(3)		4,453,695		(1)	(4)	Common Stock	(1)	$25	4,453,695	I(2)(3)	See footnotes(2)(3)

1. Name and Address of Reporting Person* ROSS WILBUR L JR (Last) (First) (Middle) 600 LEXINGTON AVENUE 19TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman of the Board

1. Name and Address of Reporting Person* WLR RECOVERY FUND II LP (Last) (First) (Middle) 600 LEXINGTON AVENUE 19TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WLR RECOVERY FUND III LP (Last) (First) (Middle) 600 LEXINGTON AVENUE 19TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WLR RECOVERY ASSOCIATES II LLC (Last) (First) (Middle) 600 LEXINGTON AVENUE 19TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WLR Recovery Associates III LLC (Last) (First) (Middle) 600 LEXINGTON AVENUE 19TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. At any time from and after December 31, 2007, each share of Series A Preferred Stock is convertible, at the option of the holder, into a number of shares of Common Stock of International Textile Group, Inc. (the "Company") equal to $25.00 (subject to adjustment upon certain events, the "Liquidation Value") divided by the book value per share of the Common Stock, as reflected in the Company?s audited financial statements, as of December 31, 2006. In addition, upon the consummation of a qualified Public Offering (as defined in the Certificate of Designation of Series A Convertible Preferred Stock) each share of the Preferred Stock will automatically convert into a number of shares of Common Stock equal to the Liquidation Value divided by the product of (i) the price per share of Common Stock sold in such Public Offering and (ii) 0.75.

2. On March 2, 2007, the Company entered into a Debt Exchange Agreement (the "Exchange Agreement") with WLR Recovery Fund II, L.P. ("Fund II"). Pursuant to the Exchange Agreement, the Company issued 2,453,695 shares of Series A Convertible Preferred Stock to Fund II in exchange for the cancellation of approximately $68 million in outstanding indebtedness. WLR Recovery Associates II LLC ("Associates II") is the general partner of Fund II. Wilbur L. Ross, Jr. is the managing member of Associates II.

3. On March 2, 2007, the Company entered into a Subscription Agreement (the "Subscription Agreement") with WLR Recovery Fund III, L.P. ("Fund III") and a separate co-investment fund (the "Co-Investment Fund"). Pursuant to the Subscription Agreement, Fund III purchased 266,000 shares, and the Co-Investment Fund purchased 1,734,000 shares, of Series A Convertible Preferred Stock from the Company. WLR Recovery Associates III LLC ("Associates III") is the general partner of Fund III. Wilbur L. Ross, Jr. is the managing member of Associates III. Wilbur L. Ross, Jr. is also the managing member of the general partner of the Co-Investment Fund.

4. The Series A Preferred Stock has no expiration date.

Remarks:

	/s/ Neil W. Koonce, Attorney-in-Fact	03/06/2007
	Neil W. Koonce, Attorney-in-Fact	03/06/2007
	Neil W. Koonce, Attorney-in-Fact	03/02/2007
	Neil W. Koonce, Attorney-in-Fact	03/02/2007
	Neil W. Koonce, Attorney-in-Fact	03/02/2007
	** Signature of Reporting Person	Date
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