EXHIBIT 10(e)iii

                  THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
                          c/o Prudential Capital Group
                         One Gateway Center, 11th Floor
                         Newark, New Jersey 07102-5311

July 29, 1997

Crown Crafts, Inc.
1600 Riveredge Parkway
Suite 200
Atlanta, GA 30328
Attention: Paul A. Criscillis, Jr.
           Vice President

Ladies and Gentlemen:

     Reference is made to that certain Note Agreement dated as of October 12,
1995 between Crown Crafts, Inc. (the "Company") and The Prudential Insurance
Company of America ("Prudential"), as heretofore amended (the "Note Agreement").
Terms not otherwise defined herein have the meanings given such terms in the
Note Agreement.

     Pursuant to paragraph 11C of the Note Agreement and as holder of all of
the Notes, Prudential hereby agrees with the Company as follows:

     1. For the purposes of calculating the Financial Ratios described in
        paragraph 6A of the Note Agreement, the Company may disregard the
        following non-recurring charges:

        (a) the actual costs associated with the product recall by the Company's
        subsidiary, Hans Benjamin, in an amount not to exceed $780,000;

        (b) the actual expenses associated with Hans Benjamin's exit from the
        furniture business and the Company's decision to cease providing it with
        financial support, in an amount not to exceed $370,000; and

        (c) the actual costs related to closing down another subsidiary, Benn
        Corporation, in an amount not to exceed $450,000.

     2. Prudential further agrees that the December 18, 1990 note agreement by
        and between Prudential and the Company is hereby amended to the same
        extent as the Note Agreement is amended in paragraph 1 above.

     3. Except to the extent amended by the provisions hereof, all of the terms,
        conditions and obligations of the Note Agreement shall remain in full
        force and effect.

     If you agree to the foregoing, please sign each copy of this letter
enclosed and return two of them to Prudential, at which time this letter shall
become a binding agreement between us as of the date first above written.

                                        Very truly yours,
                                                                                
                                        THE PRUDENTIAL INSURANCE
                                          COMPANY OF AMERICA


                                        By: /s/ ROBERT R. DERRICK
                                          -----------------------
                                        Name: Robert R. Derrick
                                        Title: Vice President


Agreed to and accepted
as of July 29, 1997

CROWN CRAFTS, INC.


By: /s/ ROBERT E. SCHNELLE
   -----------------------
Name: Robert E. Schnelle
Title: Treasurer