UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q


[ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended December 30, 2000

                               OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from ______________  to   ____________

Commission File Number  1-15585



                         DUCK HEAD APPAREL COMPANY, INC.
                         -------------------------------
             (Exact name of registrant as specified in its charter)



          GEORGIA                                                58-2510086
          -------                                                ----------
(State or other jurisdiction of                               (I.R.S. Employer
Incorporation or organization)                               Identification No.)

1020 Barrow Industrial Pkwy,
Winder, Georgia                                                     30680
----------------                                            -------------------
(Address of principal executive offices)                         (Zip Code)

                                 (770) 867-3111
                                 --------------
              (Registrant's telephone number, including area code)

                                (Not Applicable)
---------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
 Yes [ X ]   No [    ]   .

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

Common Stock, $.01 Par Value--2,807,213 shares as of February 12, 2001


<PAGE>
<TABLE>
<CAPTION>

                                      INDEX

DUCK HEAD APPAREL COMPANY, INC.

PART I.  FINANCIAL INFORMATION


Item 1.  Financial Statements (Unaudited)                                                        Page
                                                                                                 ----
<S>                                                                                              <C>

Condensed consolidated balance sheets--
December 30, 2000 and July 1, 2000                                                                    3

Consolidated statements of operations--
Three and six month periods ended December 30, 2000 and January 1, 2000                               5

Condensed consolidated statements of cash flows
Three months ended December 30, 2000 and January 1, 2000                                              6

Notes to condensed consolidated financial statements- December 30, 2000                            8-10

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations                                            10-15

Item 3.  Quantitative and Qualitative Disclosures about Market                                       15
         Risk

Part II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                                           15

Item 2.  Changes in Securities and Use of Proceeds                                                   16

Item 4.  Submission of Matters to a Vote of Securities Holders                                       17

Item 6.  Exhibits and Reports on Form 8-K                                                            17


SIGNATURES                                                                                           18

</TABLE>


                                       2
<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

                                  DUCK HEAD APPAREL COMPANY, INC.
                               Condensed Consolidated Balance Sheets
                             (Amounts in thousands except share data)
                                            (Unaudited)
                                                                December 30,          July 1,
                             Assets                                 2000                2000
                                                                --------------    -----------------
<S>                                                             <C>               <C>

Current assets:
   Cash and cash equivalents                                        4,018                1,275
   Accounts receivable, less allowances of
     $1,041 in December 2000 and $1,219 in July 2000                2,355                3,191
   Inventories (note 2)                                            13,490               17,766
   Prepaid expenses and other current assets (note 5)                 793                  269
                                                                --------------    -----------------
                   Total current assets                            20,656               22,501

Property, plant and equipment, net                                 10,202               10,842
Other assets                                                          388                   --
                                                                --------------    -----------------
                                                                   31,246               33,343
                                                                ==============    =================

             Liabilities and Stockholders' Equity

Current liabilities:
   Accounts payable                                                 1,077                1,621
   Accrued expenses                                                 3,486                4,161
   Current portion of long-term debt                                  960                  960
   Income taxes payable                                                40                   --
                                                                --------------    -----------------
                   Total current liabilities                        5,563                6,742

Long-term debt                                                      4,160                4,640
Other liabilities                                                     361                  798
                                                                --------------    -----------------
                   Total liabilities                               10,084               12,180

Stockholders' equity:
   Preferred stock, 2,000,000 shares authorized;
     none issued and outstanding                                       --                   --


                                       3
<PAGE>
  Common stock, $0.01 par value; 9,000,000 shares authorized;
     2,807,213 issued and outstanding at December 30, 2000;
     2,399,863 issued and outstanding at July 1, 2000                  28                   24
   Additional paid-in capital                                      21,800               21,139
   Accumulated deficit                                               (666)                  --
                                                                --------------    -----------------
                      Total stockholders' equity                   21,162               21,163

                                                                   31,246               33,343
                                                                ==============    =================
</TABLE>


See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>
<TABLE>
<CAPTION>



                         DUCK HEAD APPAREL COMPANY, INC.
                      Consolidated Statements of Operations
                  (Amounts in thousands except per share data)
                                   (Unaudited)

                                                          For the three months ended              For the six months ended
                                                     ------------------------------------- ---------------------------------------
                                                         December 30,        January 1,      December 30,         January 1,
                                                             2000               2000             2000                2000
                                                     ------------------- ----------------- ------------------ --------------------
<S>                                                <C>                   <C>               <C>                <C>

Net sales                                          $            9,506           12,929            22,620               28,992
Cost of goods sold                                              5,928            8,904            13,980               20,030
                                                     ------------------- ----------------- ------------------ --------------------
                          Gross profit                          3,578            4,025             8,640                8,962

Selling, general and administrative expenses                    5,186            5,018             9,946               10,350
Other income                                                     (559)            (399)             (988)              (1,166)
                                                     ------------------- ----------------- ------------------ --------------------
                          Operating loss                       (1,049)            (594)             (318)                (222)
                                                     ------------------- ----------------- ------------------ --------------------
Interest expense:
       Interest expense, net                                      150              206               308                  338
       Intercompany interest expense                               --            1,882                --                3,869
                                                     ------------------- ----------------- ------------------ --------------------
                                                                  150            2,088               308                4,207
                                                     ------------------- ----------------- ------------------ --------------------
                          Loss before income taxes             (1,199)          (2,682)             (626)              (4,429)
Income taxes                                                       12               21                40                   30
                                                     ------------------- ----------------- ------------------ --------------------
                          Net loss                $            (1,211)          (2,703)             (666)              (4,459)
                                                     =================== ================= ================== ===================
Basic net loss per share                          $             (0.50)           (1.13)            (0.28)               (1.87)
                                                     =================== ================= ================== ====================
Diluted net loss per share                        $             (0.50)           (1.13)            (0.28)               (1.87)
                                                     =================== ================= ================== ====================
Weighted average shares outstanding used in basic
        per-share calculation                                   2,412            2,386             2,408                2,383
                                                     =================== ================= ================== ====================
Weighted average shares outstanding used in
       diluted per-share calculation                            2,412            2,386             2,408                2,383
                                                     =================== ================= ================== ====================
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       5
<PAGE>
<TABLE>
<CAPTION>

                                               DUCK HEAD APPAREL COMPANY, INC.
                                       Condensed Consolidated Statements of Cash Flows
                                                    (Amounts in thousands)
                                                         (Unaudited)

                                                                                         December 30,          January 1,
                                                                                             2000                 2000
                                                                                      -------------------- --------------------

<S>                                                                                 <C>                    <C>

Operating activities:
    Net loss                                                                        $            (666)              (4,459)
    Adjustments to reconcile net loss to net cash
           provided by operating activities:
                   Depreciation                                                                 1,419                1,579
                   Deferred taxes                                                                  --                 (233)
                   Loss on sale of property and equipment                                          --                  (58)
                   Provision for losses on accounts receivable                                   (178)                 (24)
                   Changes in operating assets and liabilities:
                              Trade accounts receivable                                         1,014                2,809
                              Inventories                                                       4,276                8,510
                              Prepaid and other current assets                                   (524)                 (83)
                              Accounts payable                                                   (544)              (1,157)
                              Accrued expenses                                                   (675)              (1,770)
                              Income taxes payable                                                 40                  913
                              Other liabilities                                                  (437)                  58
                                                                                      -------------------- --------------------
                              Net cash provided by
                                 operating activities                                           3,725                6,085
                                                                                      -------------------- --------------------
Investing activities:
    Purchases of property, plant and equipment                                                   (688)                (251)
    Asset adjustments                                                                             (91)                  --
    Proceeds from sale of property, plant and equipment                                            --                  813
    Investment in other assets                                                                   (388)                  --
                                                                                      -------------------- --------------------
                             Net cash (used in) provided by
                                investing activities                                           (1,167)                 562
                                                                                      -------------------- --------------------
Financing activities:
    Change in obligations under capital leases, net                                                                    (29)
    Change in revolving credit facility
    Principal payments on long-term debt                                                         (480)                (126)
    Stock option/incentive award                                                                  665                   --

                                       6
<PAGE>

   Change in due to Parent, net                                                                   --               (6,549)
                                                                                      -------------------- --------------------
                               Net cash used in financing activities                              185              (6,704)
                                                                                      -------------------- --------------------
                               Increase in cash                                                 2,743                 (57)

Cash at beginning of period                                                                     1,275                 236
                                                                                      -------------------- --------------------
Cash at end of quarter                                                              $           4,018                 179
                                                                                      ==================== ====================

</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       7
<PAGE>

(1)  Basis of Presentation

     The accompanying  unaudited condensed consolidated financial statements for
     the three  months and six months  ended  December  30,  2000 and January 1,
     2000,  respectively,  include  the  operations  and  accounts  of Duck Head
     Apparel Company,  Inc. These condensed  consolidated  financial  statements
     have been prepared  pursuant to the rules and regulations of the Securities
     and Exchange  Commission.  Certain  information  and  footnote  disclosures
     normally  included in  financial  statements  prepared in  accordance  with
     accounting principles generally accepted in the U.S. have been condensed or
     omitted  pursuant  to such  rules and  regulations  of the  Securities  and
     Exchange  Commission  relating  to  interim  financial  statements.  In the
     opinion  of  management,   the  accompanying  unaudited  interim  condensed
     consolidated  financial  statements reflect all adjustments,  consisting of
     only  normal,  recurring  adjustments,  necessary  to  present  fairly  the
     financial  position of the Company at December  30, 2000 and the results of
     its operations and its cash flows for the three months and six months ended
     December 30, 2000 and January 1, 2000. The results for the six months ended
     December 30, 2000 are not  necessarily  indicative of the expected  results
     for  the  full  year  or  any  future  period.   The  unaudited   condensed
     consolidated  financial  statements  included  herein  should  be  read  in
     conjunction  with the consolidated  financial  statements and notes thereto
     included in the Company's form 10-K for the fiscal year ended July 1, 2000.


(2)  Inventories


     Inventories  are  stated  at the  lower of cost  (first-in,  first-out)  or
     market.  The  Company's  management  evaluates  inventory  for  potentially
     obsolete or slow-moving  items based on management's  analysis of inventory
     levels, sales forecasts and historical sales trends, and records provisions
     to cost of sales as required.

     Inventories consist of the following:

                                         December 30,           July 1, 2000
                                            2000
                                      ------------------      -----------------

Raw materials                          $          988               1,268
Work in process                                 1,435               1,641
Finished Goods                                 11,067              14,857
                                      ------------------      -----------------

                                       $       13,490              17,766
                                      ==================      =================



                                       8
<PAGE>


(3)    Operating Segments

       The Company has two reportable segments: Wholesale and Outlet Retail. The
       Company's  reportable  segments are strategic  business  units that offer
       similar products through different  distribution  channels. The Wholesale
       segment designs,  markets,  manufactures,  sources and distributes casual
       wear  and  sportswear  for  men  and  boys  and  licenses  the  Company's
       trademarks for specified products. The Outlet Retail segment operates the
       Company's outlet and clearance stores.

       Summarized  segment  information  as of December  30, 2000 and January 1,
       2000 and for the six months  ended  December 30, 2000 and January 1, 2000
       and for the  quarter  ended  December  30,  2000 and  January  1, 2000 is
       presented below.

<TABLE>
<CAPTION>

                                          Wholesale           Outlet          Total
                                                              Retail
                                       ---------------    -------------    -----------

     <S>                                <C>               <C>              <C>

     Quarter ended December 30, 2000
     Revenues                           $       5,304             4,202           9,506
     Operating income (loss)                   (1,031)              (18)         (1,049)
     Total assets                              28,009             3,237          31,246
     Capital expenditures                         203               197             400
     Depreciation and amortization                612                68             680

     Quarter ended January 1, 2000
     Revenues                           $       9,011             3,918          12,929
     Operating income (loss)                     (735)              141            (594)
     Total assets                              30,888             2,899          33,787
     Capital expenditures                         232                 5             237
     Depreciation and amortization                725                66             791

     Six months ended December 30, 2000
     Revenues                           $      14,049             8,571          22,620
     Operating income (loss)                     (723)              405            (318)
     Total assets                              28,009             3,237          31,246
     Capital expenditures                         472               216             688
     Depreciation and amortization              1,280               139           1,419

     Six months ended January 1, 2000
     Revenues                           $      20,614             8,378          28,992
     Operating income (loss)                     (779)              557            (222)
     Total assets                              30,888             2,899          33,787
     Capital expenditures                         334               (83)            251
     Depreciation and amortization              1,466               113           1,579
</TABLE>


                                       9
<PAGE>

 (4)   Customer Concentration

       During  the six  months  ended  December  30,  2000 and  January  1, 2000
       approximately  24.4%  and  25.8%  of  the  Company's  sales  were  to one
       customer. In addition,  during the same six-month periods 48.9% and 47.0%
       of  the  Company's  sales  were  made  to  its  five  largest   customers
       respectively.  39.9% and 48.9% of gross accounts receivable were with one
       customer at December 30, 2000 and July 1, 2000.  In  addition,  52.7% and
       69.8% of gross  accounts  receivable  were with two customers at the same
       dates respectively.

(5)      Other Current Assets

       On December 30, 2000,  Robert D. Rockey,  Chairman of the Board and Chief
       Executive Officer, and William V. Roberti,  President and Chief Operating
       Officer,  exercised options for which the Company issued stock. The total
       amount  due to the  Company  as a result  of the  exercised  options  was
       $656,960. At the close of the quarter $120,000 was paid and the remaining
       $536,960  was  recorded as a  receivable  and  included in other  current
       assets. The balance was paid in full by January 5, 2001.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

         The following discussion contains various "forward-looking statements".
All  statements,   other  than  statements  of  historical  fact,  that  address
activities,  events or developments that the Company expects or anticipates will
or  may  occur  in the  future  are  forward-looking  statements.  Examples  are
statements  that  concern  future   revenues,   future  costs,   future  capital
expenditures,  business strategy, competitive strengths, competitive weaknesses,
goals,  plans,  references to future success or  difficulties  and other similar
information.  The  words  "estimate",   "project",   "forecast",   "anticipate",
"expect",  "intend",  "believe"  and similar  expressions,  and  discussions  of
strategy or intentions, are intended to identify forward-looking statements.

         The  forward-looking  statements in this Quarterly  Report are based on
the Company's  expectations  and are  necessarily  dependent  upon  assumptions,
estimates and data that the Company believes are reasonable and accurate but may
be  incorrect,  incomplete  or imprecise.  Forward-looking  statements  are also
subject to a number of  business  risks and  uncertainties,  any of which  could
cause actual results to differ  materially from those set forth in or implied by
the forward-looking  statements.  These risks and uncertainties  include,  among
others,  changes in the  retail  demand for  apparel  products,  the cost of raw
materials,  competitive  conditions in the apparel and textile  industries,  the
relative  strength  of the United  States  dollar as against  other  currencies,
changes  in  United  States  trade  regulations  and the  discovery  of  unknown
conditions  (such as with respect to  environmental  matters and similar items).
Accordingly,  any forward-looking statements do not purport to be predictions of
future events or circumstances and may not be realized.

         The  Company  does not  undertake  publicly  to update  or  revise  the
forward-looking  statements even if it becomes clear that any projected  results
will not be realized.

                                       10
<PAGE>

Results of Operations

         Net Sales

         Consolidated  net sales for the second  quarter ended December 30, 2000
totaled $9.5 million,  as compared to $12.9 million for the second quarter ended
January 1, 2000, a decrease of 26.4%.  Consolidated net sales for the six months
ended December 30, 2000 totaled $22.6 million,  as compared to $29.0 million for
the six months  ended  January 1, 2000,  a decrease of 22.1%.  A summary of Duck
Head's net sales for the  three-month  and six-month  periods ended December 30,
2000 and January 1, 2000 are as follows:
<TABLE>
<CAPTION>

Net Sales (in millions)

                                         Wholesale               Retail                      Total
------------------------------------ ------------------ -------------------------- --------------------------
<S>                                  <C>                <C>                        <C>

Three months ended:
    December 30, 2000 ($)                         5.3                    4.2                        9.5
    January 1, 2000  ($)                          9.0                    3.9                       12.9
Increase/(Decrease) ($)                          (3.7)                   0.3                       (3.4)
Percent increase(decrease)                     (41.1%)                   7.7%                     (26.4%)

Six months ended:
    December 30, 2000 ($)                        14.0                    8.6                       22.6
    January 1, 2000  ($)                         20.6                    8.4                       29.0
Increase/(Decrease) ($)                          (6.6)                   0.2                       (6.4)
Percent increase(decrease)                      (32.0%)                  2.4%                     (22.1%)
</TABLE>

         The  decrease in wholesale  sales  dollars in both the three months and
six months  ended  December  30, 2000 as  compared  to the three  months and six
months ended January 1, 2000 reflected a decrease in unit  shipments,  which was
primarily due to reduced sales to major  accounts and reduced sales of close-out
inventory to close-out accounts,  partially offset by increases in private label
sales and lower sales  returns and  allowances.  The  decrease in sales to major
accounts,  which accounted for decreases of approximately  $3.2 million and $6.6
million  in the three  month and six month  periods  ended  December  30,  2000,
respectively,  as compared to the prior year periods,  was due to lower offering
and sales of fashion  goods during the three month and six month  periods  ended
December  30, 2000 as compared  to the three month and six month  periods  ended
January 1, 2000 and due to inventory  reduction efforts at our largest customer.
The  decrease in fashion  offerings  was in line with the  Company's  continuing
strategy to shift the mix of its  product to a heavier  mix of core  product and
key items and a lower mix of fashion inventory.  Inventory levels at Duck Head's
largest  account were  reduced by  approximately  $1.1 million  during the three
months  ended  December  30, 2000 and $2.0  million  during the six month period
ended December 30, 2000. Duck Head product was carried in approximately the same
number of doors at this account  during the  three-month  and six-month  periods
ended  December  30, 2000 as in the  three-month  and  six-month  periods  ended
January 1, 2000. Sales to close-out  accounts were $1.6 million lower during the
three months and $1.7 million lower in the six months ended December 30, 2000 as
compared  to the  three  and six  month  periods  ended  January  1, 2000 due to
significantly  lower levels of close-out  inventory  available to sell.  Private
label sales  increased by $0.7 million and $1.2 million during the three and six
month  periods  ended  December 30, 2000 as compared to the three and  six-month
periods ended January 1, 2000.

                                       11
<PAGE>

         The  increases  in Duck Head retail  store sales  during both the three
month and six month periods ended December 30, 2000 as compared to the three and
six month periods ended January 1, 2000 resulted from more stores on the average
being open,  including temporary  locations,  in the three and six month periods
ended  December  30, 2000 as compared to the three and six month  periods  ended
January 1, 2000,  partially  offset by comparable  store sales decreases of 4.4%
and 6.1% during the three and six months ended December 30, 2000,  respectively.
During the three-month and six-month  periods ended December 30, 2000, Duck Head
opened two stores and closed  one  store,  and at  December  30,  2000 Duck Head
operated 27 retail outlet  stores.  Duck Head believes that the number of stores
currently open is an appropriate number given the geographic distribution of the
"Duck Head" brand through its current wholesale  channels.  Duck Head's strategy
continues to include closing poor performing  stores,  the  investigation of new
store  openings in better  outlet  malls in the  Southeastern  and  Southwestern
United States, and the geographic  expansion of retail stores to the extent that
wholesale  distribution expands outside the Southeastern and Southwestern United
States.

         Gross Profit

         Consolidated  gross  profit  and gross  profit  margin  for the  second
quarter ended  December 30, 2000 were $3.6 million and 37.9%,  respectively,  as
compared to $4.0 million and 31.0%,  respectively,  for the second quarter ended
January 1, 2000, a decrease in  consolidated  gross profit of 10%.  Consolidated
gross profit and gross profit margin for the six months ended  December 30, 2000
were $8.6 million and 38%, respectively,  as compared to $9.0 million and 31.0%,
respectively,  for  the  six  months  ended  January  1,  2000,  a  decrease  in
consolidated gross profit of 4.4%.

         Gross  profit was $1.9  million  and gross  profit  margin was 35.8% on
wholesale  sales for the second  quarter ended December 30, 2000, as compared to
$2.3 million and 25.6%,  respectively,  for the second  quarter ended January 1,
2000.  Gross  profit  was $4.9  million  and gross  profit  margin  was 35.0% on
wholesale  sales for the six months ended December 30, 2000, as compared to $5.4
million and 26.2%,  respectively,  for the six months ended January 1, 2000. The
increase in gross profit  margin for both the three and six month  periods ended
December 30, 2000 was primarily  due to lower product cost,  lower sales returns
and  allowances  and sales of close-out  inventory,  which are sold at low gross
profit margins,  being a lower  percentage of the total sales mix. Product costs
were reduced due to better product sourcing  arrangements  with domestic fabric,
offshore  contractor and offshore package good vendors and more efficient use of
leased offshore production capacity due to the completion of the downsizing of a
manufacturing  facility in the first  quarter of fiscal year 2000.  Gross profit
decreased  due to lower sales  partially  offset by the increase in gross profit
margin.

         Gross  profit was $1.7  million  and gross  profit  margin was 40.5% on
retail sales for the second  quarter ended December 30, 2000 as compared to $1.7
million and 43.6%,  respectively,  for the second quarter ended January 1, 2000.
Gross profit was $3.7 million and gross profit  margin was 43.0% on retail sales
for the six months  ended  December  30, 2000 as  compared  to $3.6  million and
42.9%,  respectively,  for the six months ended January 1, 2000. The decrease in
gross profit margin in the second  quarter ended  December 30, 2000 was due to a
more promotional  environment during the 2000 holiday selling season as compared
to the 1999 holiday  selling  season and due to higher sales  through  temporary
locations where gross profit margins are usually lower than at outlet stores.

                                       12
<PAGE>

         Selling, General and Administrative Expenses

         During  the  second  quarter  ended  December  30,  2000,  consolidated
selling,  general and administrative  expenses were $5.2 million, as compared to
$5.0  million  during the second  quarter  ended  January 1, 2000 an increase of
4.0%.  During the six months  ended  December 30,  2000,  consolidated  selling,
general and  administrative  expenses  were $9.9  million,  as compared to $10.4
million during the six months ended January 1, 2000 a decrease of 4.8 %. For the
three months ended  December 30, 2000,  expenses in this  category were 54.7% of
net sales as compared to 38.8% of net sales for the three months  ended  January
1, 2000. For the six months ended  December 30, 2000,  expenses in this category
were  43.8% of net sales as  compared  to 35.9% of net sales for the six  months
ended January 1, 2000.

         Wholesale selling,  general and administrative  expenses for the second
quarter ended  December 30, 2000 were flat when  compared to the second  quarter
ended January 1, 2000.  Wholesale selling,  general and administrative  expenses
for the six months  ended  December 30, 2000 were 9.6% lower than during the six
months ended January 1, 2000.  Reductions in marketing,  product development and
distribution  expenses  were  experienced  during  both the three and  six-month
periods ended  December 30, 2000 as compared to the three and six-month  periods
ended January 1, 2000. General and  administrative  expenses were higher in both
the three and six-month periods ended December 30, 2000 as compared to the three
and  six-month  periods ended  January 1, 2000.  These  increases in general and
administrative  expenses were primarily due to expenses  associated with a proxy
contest,  and  expenses  associated  with the  search  for and  hiring  of a new
President.  William V.  Roberti  was hired in October of 2000 as  President  and
Chief  Operating  Officer.  Mr. Roberti will become Chief  Executive  Officer in
March of 2001 when Mr.  Rockey will resign that  position and remain as Chairman
at a reduced  salary.  In January of 2001, a significant  staff  reduction  took
place,  which will result in a  significant  reduction  in selling,  general and
administrative  expenses going forward. A charge of approximately  $400,000 will
be recorded in the third quarter related to severance costs  associated with the
staff  reduction.  Duck Head  expects a lower  wholesale  selling,  general  and
administrative expense level in the future.

         Retail selling,  general and administrative  expenses for the three and
six-month  periods ended December 30, 2000 increased by $0.2 million as compared
to the three and  six-month  periods  ended  January 1, 2000.  The  increase was
primarily  due to higher  selling costs due to more stores being open on average
during both the three and six-month  periods ended December 30, 2000 as compared
to the three and six month periods ended  January 1, 2000,  partially  offset by
lower home  office  costs.  Based on the  current  number of  stores,  Duck Head
expects this new level of retail selling, general and administrative expenses to
continue.

         Operating Income / Loss

         Consolidated  operating  loss for the second quarter ended December was
$1.0 million,  as compared to $0.6 million operating loss for the second quarter
ended  January 1, 2000.  Consolidated  operating  loss for the six months  ended
December was $0.3 million,  as compared to $0.2 million  operating  loss for the
six months ended January 1, 2000.

         Wholesale  operating  loss for the three months ended December 30, 2000
was $1.0 million,  as compared to operating losses of $0.7 million for the three
months ended January 1, 2000.  Wholesale operating loss for the six months ended
December  30, 2000 was $0.7  million,  as compared to  operating  losses of $0.8
million for the six months  ended  January 1, 2000.  Included  in the  wholesale

                                       13
<PAGE>
operating  loss for the three and six months  ended  December  30, 2000 was $0.6
million and $1.0 million,  respectively, of royalty income on license agreements
as compared to $0.3 million and $0.7 million, respectively, in the three and six
month  periods  ended  January 1, 2000.  The six  months  ended  January 1, 2000
included a $0.4 million gain on an insurance settlement.

         Primarily as a result of the factors described above,  retail operating
loss for the three  months  ended  December  30, 2000 was $18,000 as compared to
operating  income of $0.1 million for the three  months  ended  January 1, 2000.
Primarily as a result of the factors  described  above,  retail operating income
for the six months  ended  December  30,  2000 was $0.4  million as  compared to
operating income of $0.6 million for the six months ended January 1, 2000.

         Net Interest  Expense.  For the second  quarter ended December 30, 2000
net  interest  expense was $0.2  million,  as  compared to $2.0  million for the
second quarter ended January 1, 2000. For the six months ended December 30, 2000
net interest  expense was $0.3 million,  as compared to $4.2 million for the six
months ended  January 1, 2000. In the later part of the year ended July 1, 2000,
pursuant to the  Distribution  Agreement to which the Company and Delta Woodside
Industries,  Inc.  are parties  related to the  spin-off of the Company by Delta
Woodside,  the affiliated  debt was contributed to equity or repaid and replaced
with  significantly  lower  levels  of third  party  debt.  This  decreased  the
Company's interest expense.

         Taxes.  The effective tax rate was (1.0)%  expense on a pretax loss for
the three  months  ended  December  30, 2000 as compared to (0.6)%  expense on a
pretax loss for the three months ended  January 1, 2000.  The effective tax rate
was (6.4)%  expense on a pretax loss for the six months ended  December 30, 2000
as compared to (0.7)%  expense on a pretax loss for the six months ended January
1, 2000.  The tax expense in all of these  periods  results from  various  state
minimum alternative-taxing systems.

         Net Loss.  Net loss for the second  quarter ended December 30, 2000 was
$1.2 million,  as compared to a net loss of $2.7 million for the second  quarter
ended January 1, 2000.  Net loss for the six months ended  December 30, 2000 was
$0.7 million, as compared to a net loss of $4.5 million for the six months ended
January 1, 2000. The improvement was due to the factors described above.

         Inventories.  Inventories  decreased  to $13.5  million at December 30,
2000 from $17.8  million at July 1, 2000,  a decrease of $4.3  million or 24.2%.
The decrease in inventories  reflects  decreases in all categories of inventory.
This decrease was due to Duck Head's inventory control strategy,  which includes
aggressive  sales of close-out  inventories  and  reductions  in the  production
levels at Duck Head's own sewing facility.

Liquidity and capital resources

         At December 30, 2000,  $5.1 million was  outstanding  under Duck Head's
term loan at a weighted  interest rate of 9.28%. At December 30, 2000, Duck Head
did not have any loans  outstanding  under its revolving credit facility and had
approximately $8.2 million of borrowings available.

         Duck  Head's  operating  activities  resulted  in $3.7  million of cash
provided  during the six months  ended  December  30,  2000 as  compared to $6.1
million of cash provided  during the six months ended January 1, 2000.  The cash

                                       14
<PAGE>
provided  during the first six months of both  fiscal  year 2001 and fiscal year
2000 was  primarily  the  result  of  reductions  in  inventories  and  accounts
receivable partially offset by a reduction in current liabilities.

         Capital  expenditures  of $0.7  million were made during the six months
ended  December  30, 2000,  as compared to $0.3 million of capital  expenditures
during the six months ended January 1, 2000. The  expenditures in the six months
ended December 30, 2000 were primarily for fixtures for in-store shops and focal
areas placed in major  retailers and in Duck Head's own retail outlet stores and
hardware and software related to Duck Head's information technology programs.

Subsequent development

         As  announced  on January 31,  2001,  the Company has decided to pursue
certain  actions  recommended  by Kurt  Salmon  Associates  ("KSA")  designed to
significantly  enhance  shareholder value. In November 2000, a special committee
of the Company's Board of Directors, chaired by Dr. Max Lennon, was appointed by
the Board to engage and work with an investment  banking firm to explore any and
all options to enhance shareholder value, and to recommend appropriate action to
the Board of Directors. The special committee selected KSA for this work.

         The Company believes that it is not appropriate at this time to outline
publicly all the steps the Company  will be taking over the next several  months
based on the advice of KSA. In the immediate future, the Company will be looking
for smaller, more cost-effective distribution and office facilities. The Company
intends to market its  current  distribution  and office  facilities,  which far
exceed the Company's needs for the foreseeable future. The Company hopes to make
future  announcements of material  developments as they occur,  when in the best
interest of the Company and its shareholders.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Interest Rate Sensitivity

         Duck  Head's  credit  agreement  provides  that  the  interest  rate on
outstanding amounts owed shall bear interest at variable rates. An interest rate
increase  would  have a negative  impact on Duck Head to the extent  that it has
borrowings  outstanding  under  either  its term loan or its  revolving  line of
credit.  Based on the amount of Duck Head's indebtedness during the three months
ended December 30, 2000, if the interest rate on this  outstanding  indebtedness
had been increased by 1%, Duck Head's interest  expense during the quarter would
have been  approximately  $16,000  higher  than the actual  expense.  The actual
increase in interest  expense  resulting  from a change in interest  rates would
depend on the  magnitude  of the  increase  in rates and the  average  principal
balance outstanding.

                                     PART II
                                OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         On October 24, 2000,  the Company  filed a lawsuit in the United States
Federal  District Court for the Northern  District of Georgia  against Bettis C.
Rainsford  and  Talmadge  Knight  alleging  that  Messrs.  Rainsford  and Knight
violated  Section 13(d) of the Securities  Exchange Act of 1934, as amended (the
"Exchange  Act"),  and rules  promulgated  thereunder  by,  among other  things,

                                       15
<PAGE>
failing to disclose  that Messrs.  Rainsford and Knight are and have been acting
as a "group"  under  the  federal  securities  laws and by  failing  to make the
appropriate filings under Section 13(d) disclosing the actions and intentions of
the  Rainsford-Knight  group.  Subsequent to the filing of the lawsuit,  Messrs.
Rainsford  and  Knight  filed a  Schedule  13D/A  providing  certain  additional
disclosures.  On January 9, 2001, the Company voluntarily dismissed the lawsuit,
without prejudice.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

           On November 29, 2000, the Shareholder  Rights Agreement dated January
27, 2000 by and between the  Company and First Union  National  Bank,  as rights
agent (the "Rights Agreement"),  was amended to change the Final Expiration Date
(as defined in the Rights  Agreement)  from  January 20, 2010 to March 31, 2001.
The Rights  Agreement and the Rights,  as defined in the Rights  Agreement,  are
commonly referred to as a "poison pill." The effect of the amendment is that the
Rights  issued  pursuant to the Rights  Agreement  will cease to be  exercisable
after March 31, 2001.

         On  December  30,  2000,  the  Company  issued  250,000  shares  of the
Company's common stock to William V. Roberti,  the President and Chief Operating
Officer of the Company,  and 150,000  shares of the Company's  common stock to a
family  limited  partnership  of Robert D.  Rockey,  Jr., the Chairman and Chief
Executive  Officer of the Company,  pursuant to exercises of portions of a stock
purchase right originally  granted by the Company to Mr. Rockey.  Mr. Rockey had
previously transferred a portion of the stock purchase right to Mr. Roberti. The
shares  were  acquired  at  an  exercise  price  of  $1.6424  per  share,  which
represented  the average of the closing  price of the Duck Head stock during the
six  months  following  June 30,  2000.  The  aggregate  amount of the  proceeds
received by the  Company for these  issuances  was  $656,960.  Issuance of these
shares  was  exempt  from  registration  under the  Securities  Act of 1933,  as
amended, by reason of section 4(2) of that Act.




                                       16
<PAGE>

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         The votes at the company's annual meeting of  shareholders,  originally
scheduled  for November 8, 2000 and  adjourned  to November  15,  2000,  were as
follows:
<TABLE>
<CAPTION>

                                         For              Against           Withheld         Abstentions      Broker Nonvotes
--------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                <C>                  <C>            <C>                <C>

Election of Directors:
William F. Garrett                                          N/A                                  N/A                N/A
                                          1,469,194                               69,342
M. I. Goldman                                               N/A                                  N/A                N/A
                                          1,468,744                               69,792
C. C. Guy                                                   N/A                                  N/A                N/A
                                          1,468,939                               69,597
Dr. James F. Kane                                           N/A                                  N/A                N/A
                                          1,469,189                               69,347
Dr. Max Lennon                                              N/A                                  N/A                N/A
                                          1,469,194                               69,342
E. Erwin Maddrey, II                                        N/A                                  N/A                N/A
                                          1,468,505                               70,031
Buck A. Mickel                                              N/A                                  N/A                N/A
                                          1,469,094                               69,442
Robert D. Rockey, Jr.                                       N/A                                  N/A                N/A
                                          1,468,766                               69,770

Ratification of appointment of                                                 N/A                                  N/A
                                          1,919,324               9,013                              58,858
KPMG LLP as independent auditors
for fiscal year 2001

</TABLE>

ITEM 6.  EXHIBITS AND REPORT ON FORM 8-K

         (a)      Exhibits required by Item 601 of Regulation S-K

                  4.3.1    Amendment   No.  1  dated   November   29,   2000  to
                           Shareholder Rights Agreement, dated as of January 27,
                           2000,  between the  Company and First Union  National
                           Bank, as Rights Agent:  Incorporated  by reference to
                           the  Company's  Current  Report  on  Form  8-K  dated
                           November  29, 2000 and filed with the  Commission  on
                           December 19, 2000 (Commission File No. 1-15585).

                  10.9     Letter from the Company to William V. Roberti dated
                           October 18, 2000.

                  10.10    Severance Protection Agreement dated as of November
                           3, 2000 by and between the Company and K. Scott
                           Grassmyer.

                                       17
<PAGE>

                  10.11    Severance Protection Agreement dated as of November
                           3, 2000 by and between the Company and William B.
                           Mattison.

                  10.12    Severance Protection Agreement dated as of November
                           3, 2000 by and between the Company and Michael H.
                           Prendergast.

                  10.13    Severance Protection Agreement dated as of November
                           3, 2000 by and between the Company and William V.
                           Roberti.

                  27       Financial Data Schedule (electronic filing only)

         (b)      Reports on Form 8-K filed during fiscal quarter ended December
                  30, 2000

                  Form 8-K with date of November 29, 2000. Items reported were:

                           Item 5.  Other Events

                           Item 7.  Financial statements and Exhibits


                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                              Duck Head Apparel Company, Inc.
                                              ----------------------------------
                                              (Registrant)




Date         February 13, 2001                 /s/ K. Scott Grassmyer
      ---------------------------------        -------------------------
                                               K. Scott Grassmyer
                                               Senior Vice President, Chief
                                               Financial Officer, Secretary and
                                               Treasurer