UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K


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

For  the  fiscal  year  ended  July  3,  1999

                                       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  333-37617
                          ---------

                                DELTA MILLS, INC.
                                -----------------
             (Exact name of registrant as specified in its charter)

               DELAWARE                                  13-2677657
      --------------------------           -----------------------------------
      (State  of  Incorporation)           (I.R.S. Employer Identification No.)

233  N.  Main  Street,  Suite  200
  Greenville,  South  Carolina                                    29601
--------------------------------------------                    ----------
(Address  of  principal  executive  offices)                    (Zip code)

                                  864/232-8301
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:

                                                       Name  of  each  exchange
             Title  of  each  class                     on  which  registered
             ----------------------                    ------------------------

                      None                                   Not  Applicable

Securities  registered  pursuant  to  Section  12(g)  of  the  Act:

                               Title of each class
                               -------------------

                                      None



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
                      ---                ---


<PAGE>
Indicate  by  check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to be best
of  registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form  10-K  [  ].

The  aggregate  market  value  of the voting stock held by non-affiliates of the
registrant  as  of  September  17,  1999  was:

     Common  Stock,  $.01  par  value  -  0

The  number  of shares outstanding of each of the registrant's classes of Common
Stock,  as  of  July  3,  1999  was:

     Common  Stock,  par  value  $.01           100


                                        2
<PAGE>
                                DELTA MILLS, INC.
                     FOR THE FISCAL YEAR ENDED JULY 3, 1999
                             FORM 10-K ANNUAL REPORT

<TABLE>
<CAPTION>
                                     TABLE OF CONTENTS


                                                                                 PAGE
<S>       <C>                                                                    <C>
PART I

Item 1.   Business                                                                 4
Item 2.   Properties                                                               8
Item 3.   Legal Proceedings                                                        9
Item 4.   Submission of Matters to a Vote of Security Holders                      9

PART II

Item 5.   Market for Registrant's Common equity and Related Stockholder Matters    9
Item 6.   Selected Financial Data                                                 10
Item 7.   Management's discussion and Analysis of Financial Condition and
          Results of Operations                                                   11
Item 7A   Quantitative and Qualitative Disclosures about Market Risk              15
Item 8.   Financial Statements and Supplementary Data                             16
Item 9.   Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure                                                    31

PART III

Item 10.  Directors and Executive Officers of the Registrant                      32
Item 11.  Executive Compensation                                                  34
Item 12.  Security Ownership of Certain Beneficial Owners and Management          40
Item 13.  Certain Relationships and Related Transactions                          44

PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K         46
</TABLE>


                                        3
<PAGE>
ITEM  1  BUSINESS
-------  --------

GENERAL

     Delta  Mills,  Inc.  ("Delta  Mills"  or  the  "Company")  is  a  Delaware
corporation  with  its  principal  executive  offices  located at 233 North Main
Street,  Suite  200,  Greenville,  South  Carolina  29601  (telephone  number:
864-232-8301).  The  Company  is  a  wholly  owned  indirect subsidiary of Delta
Woodside  Industries,  Inc.,  a  South Carolina corporation, the common stock of
which  is  listed  on the New York Stock Exchange.  Unless the context otherwise
requires, all references herein to "Delta Mills" or the "Company" refer to Delta
Mills,  Inc.  and  any  of  its  existing  and  future  subsidiaries.

     The Company has one segment in continuing operations: Delta Mills Marketing
Company.  The  Company  is a leading manufacturer and marketer of woven finished
cotton,  synthetic  and  blended  fabrics,  which  are  sold  for  the  ultimate
production  of  apparel.  The  Company  sells  a broad range of finished apparel
fabrics primarily to branded apparel manufacturers and resellers, including Levi
Strauss,  Haggar  Corp.,  the Wrangler   and Lee  divisions of V.F. Corporation,
Farah  Incorporated,  Kellwood Company and Liz Claiborne, Inc. and private label
apparel  manufacturers  for J.C. Penney Company, Inc., Sears, Roebuck & Co., Wal
Mart  Stores,  Inc.  and  other  retailers.  The  Company  believes that it is a
leading  producer of cotton pants-weight woven fabric used in the manufacture of
casual  slacks  such as Levi Strauss' Dockers  and Haggar Corp.'s Wrinkle-free .
Other  apparel  items  manufactured  with  the  Company's  woven fabrics include
women's  chinos  pants,  women's  blazers,  career apparel (uniforms) and battle
dress  camouflage  military  uniforms.  During  fiscal  1999,  the  Company
manufactured  some  unfinished  fabrics sold to converters of finished products.
However,  due  to  import  pressure,  the  unfinished fabric production is being
replaced with more profitable product lines.  This move away from the unfinished
fabric  production will be substantially complete in the first quarter of fiscal
year  2000.

          During  fiscal  1998,  the  Company made the decision to exit the knit
textile  market  by  closing  its Stevcoknit Fabrics Company operating division.
Stevcoknit  Fabrics  Company  has been reclassified and reported as discontinued
operations.  Most of the liquidation of Stevcoknit Fabrics Company was completed
in  fiscal  1998.

      The  Company  was  incorporated  in  Delaware  in  1971  and acquired by a
predecessor  of  Delta  Woodside  Industries,  Inc.  in  1986.

PRODUCTS,  MARKETING  AND  MANUFACTURING

     The  Company  produces  its woven fabrics through the Delta Mills Marketing
Company  division.

     Woven  fabrics  are  manufactured  from cotton, wool or synthetic fibers or
from  synthetic  filament  yarns.  Cotton  and  wool are purchased from numerous
suppliers.  Synthetic  fibers  and synthetic filament yarns are purchased from a
smaller  number of competitive suppliers. The Company spins the major portion of
the  yarns  used  in  its  weaving operations. In manufacturing these yarns, the
cotton  and  synthetic fiber, either separately or in blends, are carded (fibers
straightened and oriented) and then spun into yarn.  The Company combs (removing
short  fibers) some cotton fiber to make higher quality yarn.  In other fabrics,
filament  yarns are used. The spun or filament yarn is then woven into fabric on
looms.  The  unfinished  fabric  at  this  stage is referred to as greige goods.
Finished  fabric  refers  to fabric that has been treated by washing, bleaching,
dyeing  and  applying certain chemical finishes. Finished fabrics generally have
significantly  higher  margins  than  greige  goods.

     The  Company  produces  finished  woven  fabrics  used in the production of
apparel.  Finished  apparel  fabric  is  ready to be cut and sewn into garments.


                                        4
<PAGE>
ITEM  1  (CONTINUED)
-------  -----------

PRODUCTS,  MARKETING  AND  MANUFACTURING  (CONTINUED)

     The  Company  has  focused  its  marketing  efforts  on  building  close
relationships with major apparel companies that have broad distribution channels
and  that  the Company believes have positioned themselves for long-term growth.
The  Company sells its woven fabrics primarily to numerous apparel manufacturers
and  apparel  resellers.  The  Company  sells  its  fabrics  through Delta Mills
Marketing  Inc.,  a wholly owned subsidiary with a marketing office based in New
York  City  (which serves the United States, Canadian and Mexican markets), with
sales  agents  also  operating  in  Atlanta,  Chicago,  Dallas, Los Angeles, San
Francisco  and  Mexico.

     For  fiscal  year  1999,  sales  to  Levi  Strauss,  VF  Jeanswear, and the
Company's  top  five  non-affiliated  customers  accounted  for 21%, 13% and 49%
respectively,  of  the  Company's  total  sales  from continuing operations.  In
fiscal  year  1998,  sales to Levi Strauss, VF Jeanswear, and the Company's  top
five  non-affiliated  customers accounted for 18%, 11%, and 47% respectively, of
the  Company's total sales from continuing operations.  Consistent with industry
practice, the Company does not operate under a supply contract with Levi-Strauss
or  any  of  its  other major customers.  In addition, during fiscal years 1999,
1998  and 1997, sales of military fabrics to apparel manufacturers accounted for
10%, 12%, and 11%, respectively, of the Company's total sales.  The loss of Levi
Strauss  or  other major customers could have a material adverse effect upon the
Company.

     During  fiscal  years  1999, 1998 and 1997, approximately 78%, 70% and 70%,
respectively,  of the Company's finished woven fabric sales were of fabrics made
from  cotton  or cotton/synthetic blends, while approximately 22%, 30%, and 30%,
respectively,  of such sales were of fabrics made from spun synthetics and other
natural  fibers,  including  various  blends of rayon, polyester and wool. Woven
fabrics are generally produced and shipped pursuant to specific purchase orders,
which  minimizes  the  Company's  uncommitted  inventory  levels.  The Company's
production  of  cotton  and  cotton/synthetic  blend and spun synthetic finished
woven fabrics is largely vertically integrated, with the Company performing most
of  its  own  spinning,  weaving  and  finishing.  In the production of military
fabrics,  the Company purchases a portion of its greige goods needs and finishes
this  fabric  to specifications. The woven finished fabrics plants are currently
operating  at  less  than  full  capacity.


RAW  MATERIALS

     The  Company's  principal  raw  material  is cotton, although it also spins
polyester,  wool,  linen  fiber,  acrylic,  lyocell,  nylon and rayon fibers and
weaves  textured polyester filament.  Polyester is obtained primarily from three
major  suppliers,  all  of  whom  provide  competitive  prices.  For fiscal 1999
polyester  prices  were  at  the lowest prices the Company has paid since fiscal
year 1993. However, management expects that trend to be reversed in fiscal 2000.
The  Company's  average  price  per  pound  of  cotton  purchased  and  consumed
(including  freight,  carrying  cost  and cost for the relatively high amount of
premium  cotton  the  Company uses) was $.770 in fiscal year 1999 as compared to
$.817  in  fiscal  year  1998,  and,  as  compared to $.833 in fiscal year 1997.
Management  expects  the  downward  trend in cotton prices to continue in fiscal
year  2000.  In  fiscal  year  2000, the Company expects to use approximately 97
million  pounds  of cotton (including approximately 15 million pounds of premium
cotton)  and  6  million  pounds  of  polyester in its manufacture of yarn.  The
Company has contracted to purchase about 61% of its expected cotton requirements
for  fiscal year 2000.  The percentage of the Company's cotton requirements that
the  Company  fixes  each  year  varies depending upon the Company's forecast of
future  cotton  prices.  The  Company  believes  that  recent cotton prices have
enabled  it  to  contract  for  cotton  at  prices  that  will  permit  it to be
competitive  with other companies in the United States textile industry when the
cotton  purchased  for  future  use  is put into production.  To the extent that
cotton  prices  decrease  before  the  Company  uses these future purchases, the
Company could be materially and adversely affected, as there can be no assurance
that  it  would  be  able  to  pass along its higher costs to its customers.  In
addition,  to  the  extent  that  cotton prices increase and the Company has not
provided  for  its  requirements  with fixed price contracts, the Company may be
materially  and adversely affected as there can be no assurance that it would be
able  to  pass  along  these  increased  costs  to  its  customers.


                                        5
<PAGE>
ITEM  1  (CONTINUED)
-------  -----------

COMPETITION

     The  Company  sells  primarily  to  domestic apparel manufacturers, many of
which  operate  offshore  sewing operations.  The Company competes with numerous
domestic  and  foreign  fabric manufacturers, including companies larger in size
and  having  greater  financial  resources  than  the  Company.  The  principal
competitive  factors  in  the woven fabrics markets are price, service, delivery
time,  quality  and  flexibility,  with  the  relative importance of each factor
depending  upon  the  needs  of  particular  customers  and the specific product
offering.  Management believes that the Company maintains its ability to compete
effectively  by  providing  its  customers  with  a  broad array of high-quality
fabrics  at  competitive  prices  on  a  timely  basis.

     The  Company's  competitive  position  varies  by  product line.  There are
several  major  domestic competitors in the finished cotton and cotton/polyester
blend  woven  fabrics business, none of which dominates the market.  The Company
believes,  however,  that it has a strong competitive position in the all cotton
pants-weight  fabrics business. In addition, the Company believes that it is one
of  only  two  finishers  successful  in printing camouflage for sale to apparel
suppliers  of  the  U.S.  Government  and  the  only supplier that is vertically
integrated  for  camouflage production.  Additional competitive strengths of the
Company  include:  knowledge  of  its  customers' business needs; its ability to
produce  special  fabrics  such  as  textured blends; state of the art spinning,
weaving  and  fabric  finishing equipment at most of its facilities; substantial
vertical  integration;  and  its  ability to communicate electronically with its
customers.

     Foreign  competition  is  a  significant factor in the United States fabric
market.  The  Company believes that its relatively small manual labor component,
highly-automated  manufacturing  processes and domestic manufacturing base allow
the Company to compete on a price basis and to respond more quickly than foreign
producers  to  changing  fashion  trends and to its domestic customers' delivery
schedules.  In  addition,  the  Company  benefits  from  protections afforded to
apparel  manufacturers  based  in certain Latin American and Caribbean countries
that  ship  finished  garments  into  the  United States.  NAFTA has effectively
eliminated  or  substantially  reduced  tariffs on goods imported from Mexico if
such  goods  are  made  from fabric originating in Canada, Mexico, or the United
States.   Section  807  provides  for  the  duty free treatment of United States
origin components used in the assembly of imported articles.  The result is that
duty is assessed only on the value of any foreign components that may be present
and  the  labor  cost  incurred offshore in the assembly of apparel using United
States origin fabric components. Because Section 807 creates an incentive to use
fabric  manufactured  in  the United States, it is beneficial to the Company and
other  domestic  producers of apparel fabrics.  In addition, pursuant of Section
807A,  apparel  articles  assembled  in a Caribbean country, in which all fabric
components  have been wholly formed and cut in the United States, are subject to
preferential  quotas  with  respect  to  access  into the United States for such
qualifying  apparel, in addition to the significant tariff reduction pursuant to
Section  807.   A  similar program, enacted as a result of NAFTA and referred to
as  the  Special  Regime  Program, provides even greater benefits (complete duty
free,  quota  free  treatment)  for  apparel  assembled  in  Mexico  from fabric
components  formed  and  cut  in  the  United States.   In contrast, apparel not
meeting the criteria of Section 807, Section 807A or the Special Regime Program,
is  subject to quotas and/or relatively higher tariffs.  If Section 807, Section
807A or the Special Regime Program were repealed or altered in whole or in part,
the  Company  believes  that  it  could be at a serious competitive disadvantage
relative  to  textile manufacturers in other parts of the world seeking to enter
the  United  States  market,  which  would have a material adverse effect on the
Company.  Moreover,  there  can  be  no  assurance  that  the  current favorable
regulatory  environment will continue or that other geographic areas will not be
afforded  similar  regulatory  advantages.

EMPLOYEES

     The Company has approximately 2,500 employees.  The Company's employees are
not  represented  by  unions.  The  Company believes that its relations with its
employees  are  good.


                                        6
<PAGE>
ITEM  1  (CONTINUED)
-------  -----------

ENVIRONMENTAL  AND  REGULATORY  MATTERS

     The  Company  is  subject to various federal, state and local environmental
laws  and  regulations  concerning,  among  other things, wastewater discharges,
storm water flows, air emissions, ozone depletion and solid waste disposal.  The
Company's  plants  generate  very  small quantities of hazardous waste which are
either  recycled  or  disposed  of off-site.  Most of its plants are required to
possess  one  or  more  discharge  permits.

     The  information  contained  under  the  subheading "Environmental Matters"
under  the  heading "Management's Discussion and Analysis of Financial Condition
and  Results  of  Operations  "  included  in  Item  7  of  this  Form  10-K  is
incorporated  herein  by  reference.

     Generally,  the  environmental rules applicable to the Company are becoming
increasingly  stringent.  The  Company  incurs capital and other expenditures in
each  year  that  are  aimed  at  achieving  compliance  with current and future
environmental  standards.

     he  Company  does  not  expect  that the amount of such expenditures in the
future  will  have  a  material  adverse  effect  on its operations or financial
condition.  There  can be no assurance, however, that future changes in federal,
state  or  local  regulations,  interpretations  of  existing regulations or the
discovery  of  currently  unknown  problems  or  conditions  will  not  require
substantial  additional  expenditures.  Similarly,  the  extent of the Company's
liability,  if  any,  for  past  failures  to  comply with laws, regulations and
permits  applicable  to  its  operations  cannot  be  determined.

DISCONTINUED  OPERATIONS

     Information  concerning  discontinued  operations  in  Note  F,  "Notes  To
Consolidated  Financial  Statements"  included  in  Item  8 of this Form 10-K is
incorporated  herein  by  reference.

OTHER

     Information  concerning  order  backlogs  in  "Management's  Discussion and
Analysis  of Financial Condition and Results of Operations, Consolidated Company
Results, Fiscal 1999 Versus Fiscal 1998" included in Item 7 of this Form 10-K is
incorporated  herein  by  reference.


                                        7
<PAGE>
ITEM  2  PROPERTIES
-------  ----------

    The  following  table provides a  description  of  Delta  Mills, Inc.
principal production and  warehouse  facilities.

<TABLE>
<CAPTION>
                                                Approximate
                                                  Square
          Location                Utilization     Footage    Owned/Leased
-------------------------------  -------------  -----------  -------------
<S>                              <C>            <C>          <C>
Greenville, SC                   Admin Offices       17,400  Leased    (1)
Beattie Plant, Fountain Inn, SC     spin/weave      390,000            (2)
Furman Plant, Fountain Inn, SC           weave      155,000            (2)
Estes Plant, Piedmont, SC           spin/weave      332,000            (2)
Delta 3 Plant, Wallace, SC          dye/finish      555,000            (2)
Cypress Plant, Pamplico, SC               spin      144,000            (2)
Pamplico Plant, Pamplico, SC        spin/weave      275,000            (2)
Delta 2 Plant, Wallace, SC          dye/finish      347,000            (2)
Catawba Plant, Maiden, NC                 spin      115,000  Owned
Rainsford Plant, Edgefield, SC            spin      296,000  Owned     (3)
<FN>
(1)     Lease  expires  in  December  2003  with  the  right  to  renew  for one
additional  five-year  period.

(2)     Titles  to  these  facilities  and  substantially  all  of the equipment
located  in  such  facilities  are held by three South Carolina counties under a
fee-in-lieu-of-taxes arrangement, which has the effect of substantially reducing
the  Company's  property  taxes  in  South  Carolina.  Although  the Company can
reacquire  such  property  at  a  nominal  price,  this  would currently cause a
significant  increase  in  the  amount  of  property  taxes paid by the Company.

(3)     This  plant  is  managed by the Delta Apparel division of Delta Woodside
Industries,  Inc.
</TABLE>

     Except as noted above all of the above facilities are owned by Delta Mills,
Inc.

     Delta  Mills  Marketing,  Inc.  leases  sales offices in New York, NY.  The
lease on the sales offices expires in December 2004.  A small sales office lease
in  Dallas,  Texas  expires  in  September  2002.

     At  the  date of execution of this Form 10-K, the Company believes that its
plants  are  operating  at  less  than  full  capacity.

     The  Company  believes  that  its  equipment  and  facilities are generally
adequate  to  allow  it  to  remain  competitive with its principal competitors.

     The  Company's  accounts  receivable  and  inventory,  and  certain  other
intangible  property,  secure  the  Company's  credit  facility.

                                        8
<PAGE>
ITEM  3.  LEGAL  PROCEEDINGS
--------  ------------------

     From  time to time the Company and its subsidiaries are defendants in legal
actions involving claims arising in the normal course of its business, including
product  liability  claims.  The Company believes that, as a result of its legal
defenses, insurance arrangements and indemnification provisions with financially
capable  parties,  none of these actions is reasonably likely to have a material
adverse  effect  on  its results of operations or financial condition taken as a
whole.

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

     No  matter  was  submitted  to a vote of security holders during the fourth
quarter  of  the  Company's  1999  fiscal  year.

ITEM  5.  MARKET  FOR  REGISTRANT'S  COMMON EQUITY AND RELATEDSTOCKHOLDERMATTERS
--------  ----------------------------------------------------------------------

     Not  applicable.


                                        9
<PAGE>
ITEM  6.  SELECTED  FINANCIAL  DATA
-------   -------------------------
In  Thousands,  Except  Ratios


<TABLE>
<CAPTION>
                                                                     Fiscal Year (1)
                                                ---------------------------------------------------------
STATEMENTS OF OPERATIONS DATA:(1)
                                                  1999       1998         1997           1996       1995
<S>                                             <C>        <C>        <C>           <C>         <C>
Net Sales                                       $348,955   $364,395   $   358,204   $ 317,446   $308,526
Cost of Goods Sold                               292,914    300,556       293,145     283,776    272,413
                                                ---------  ---------  ------------  ----------  ---------
Gross Profit                                      56,041     63,839        65,059      33,670     36,113

Selling, general and administrative expenses      16,937     17,585        16,323      13,624     14,388
Restructuring charges                                                           0       1,596
Other income(expense)                                 96        146         1,553        (908)      (197)
                                                ---------  ---------  ------------  ----------  ---------
Operating Profit                                  39,200     46,400        50,289      17,542     21,528
Interest expense                                  17,414     19,324        14,212      14,026     12,251
Interest (income)                                   (185)      (152)            0         (19)       (39)
Income from Continuing Operations
  Before Income Tax                               21,971     27,228        36,077       3,535      9,316
Income taxes                                       8,590     10,743        14,187       1,361      3,588
                                                ---------  ---------  ------------  ----------  ---------
Income from Continuing Operations                 13,381     16,485        21,890       2,174      5,728
Profit(Loss) from Discontinued Operations          3,802    (25,909)       (5,337)    (26,973)      (677)
                                                ---------  ---------  ------------  ----------  ---------
Net Income(Loss)                                $ 17,183    ($9,424)  $    16,553    ($24,799)  $  5,051
                                                =========  =========  ============  ==========  =========
OTHER DATA:(1)
Depreciation and amortization                   $ 14,815   $ 14,127   $    13,840   $  12,238   $ 10,444

Capital expenditures                               9,075      4,065        14,122      43,378     35,704

EBITDA  (2)                                       53,830     60,375        64,129      29,761     31,933

Ratio of EBITDA to interest expense (2)              3.1        3.1           4.5         2.1        3.0

BALANCE SHEET DATA: (1)
Working Capital (deficit)                       $101,613   $107,423       ($7,525)  $  16,010   $ 50,421

Total assets                                     260,951    290,290       345,010     333,577    336,672

Total debt and other long-term obligations (3)   150,000    176,635       268,658     289,587    252,750

Shareholder's equity (deficit)                    49,761     40,078         7,844      (8,709)    16,090
<FN>
NOTES  TO  SELECTED  FINANCIAL  DATA
(1) The amounts presented for years prior to fiscal 1998 have been restated to conform to the fiscal 1998 and
fiscal 1999 presentation of discontinued operations.  The Stevcoknit knitted fabrics business is presented as
part  of  discontinued  operations.
(2)   "EBITDA" is defined herein as operating profit, plus depreciation and amortization expense and interest
income,  plus  impairment  and  restructuring  charges (credits).  While EBITDA should not be construed as an
alternative to operating earnings (loss) or net income (loss), or as an indicator of operating performance or
liquidity,  the  Company  believes that the ratio of EBITDA to interest expense is a measure that is commonly
used  to  evaluate  a  company's  ability  to  service  debt.
(3)  Total  debt  and  other  long-term  obligations,  for  fiscal years prior to fiscal 1998, consist of the
long-term debt due to affiliate, the current loan payable to affiliate and the noninterest-bearing payable to
affiliates.  See  Notes  C  and  E  to  the  Consolidated  Financial  Statements.
</TABLE>


                                       10
<PAGE>
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-------  -----------------------------------------------------------------------
OF  OPERATIONS
--------------

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS
OF  FINANCIAL  CONDITION  AND  RESULTS  OF  OPERATIONS

     The  following  discussion  contains  certain "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, including such matters as future revenues, future
cost  savings,  future  capital  expenditures,  business  strategy,  competitive
strengths, goals, plans, references to future success and other such information
are  forward-looking statements.  The words "estimate", "project", "anticipate",
"expect",  "intend",  "believe" and similar expressions are intended to identify
forward-looking  statements.

     The  forward-looking  statements  in  this  Annual  Report are based on the
Company's  expectations  and  are  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, Year 2000 readiness and similar items).  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.

YEAR  ENDED  JULY  3,  1999  COMPARED  TO  YEAR  ENDED  JUNE  27,  1998

     Net  Sales.  Consolidated net sales for the year ended July 3, 1999 totaled
$349.0  million, as compared to $364.4 million for the year ended June 27, 1998,
a  decrease  of 4.2% resulting from a decrease in unit sales.  The decrease came
from the sales of finished synthetic fabric to commercial accounts, greige sales
to converters, and finished fabric sales to government accounts due to decreased
demand.  The  principal decline in sales was from the sale of finished synthetic
fabric  to  commercial  accounts, which declined 30% from the prior year.  These
decreases  were  somewhat  offset  by  an increase in finished cotton fabric for
commercial  accounts  and  increased  knit  yarn  sales  to  the  Delta  Apparel
affiliate.

     Gross  Profit.  Consolidated gross profit margin for the year ended July 3,
1999  was  16.1  %,  as compared to 17.5% for the year ended June 27, 1998.  The
decline  in  gross  profit percent was due principally to the sale of knit yarn.
The  decline  in the finished fabric sales accounted for approximately one third
of  the decline in gross profit percent. As a result of the declining market for
synthetic  and greige sales, the synthetic business has been downsized to better
match  capacity  with  market  demand  and  the greige business assets are being
converted  to  the  more  profitable finished cotton fabrics product lines.  The
movement  away  from  the  greige  business  is  substantially  complete.

     Selling,  General  and Administrative Expenses.  During the year ended July
3,  1999,  selling,  general  and administrative expenses were $16.9 million, as
compared  to  $17.6  million  during the year ended June 27, 1998, a decrease of
$.7  million  or 4%.  Expenses in this category were approximately the same as a
percent  of  sales in both years.  The decrease was due primarily to a reduction
of  fixed  administrative services cost and the cost associated with information
technology  system studies expensed in fiscal year 1998.  Management believes it
has  effectively  controlled  its  selling, general and administrative expenses.

     Operating Earnings. Operating earnings for the year ended July 3, 1999 were
$39.2  million,  as  compared to $46.4 million for the year ended June 27, 1998.
The  decline  in  operating  earnings  was  due  to the factors described above.

     Net  Interest  Expense.  For  the  year  ended  July  3, 1999, net interest
expense  was $17.2 million, as compared to $19.2 million for the year ended June
27,  1998.   The  decrease  in  interest  expense resulted from repayment of the
amounts  outstanding  under  the  revolving  line  of  credit  facility.

                                       11
<PAGE>
     Taxes.  The  effective tax rate of 39.1% for the year ended July 3, 1999 is
approximately  the  same  as  the effective tax rate for the year ended June 27,
1998.

      Income  from  Continuing Operations. Income from Continuing Operations for
the  year ended July 3, 1999 was $13.4 million, as compared to $16.5 million for
the  year  ended  June  27, 1998.  The decrease was due to the factors described
above.

     Order  Backlog.  The  Company's  order  backlog  at  July 3, 1999 was $63.3
million,  a  40.6%  decrease  from  the $106.6 million order backlog at June 27,
1998.  The  majority  of  this  decrease  was  in  finished  woven  fabrics  for
commercial  accounts  due  in  part to a decline in blanket contracts (contracts
without  specific  color  requirements).  The  decline  in  blanket  contracts
accounted  for  approximately  45%  of the overall decline in the order backlog.
Many  customers have discontinued the practice of issuing blanket contracts when
specific  color  requirements  are  unknown.  Management  believes  this  is  an
industry  trend  that  will continue.  The balance of the decline is a result of
market  conditions, particularly in the synthetics business.  The finished woven
fabrics order backlog for government accounts accounted for approximately 15% of
the  overall  decline.

YEAR  ENDED  JUNE  27,  1998  COMPARED  TO  YEAR  ENDED  JUNE  28,  1997

     Net Sales.  Consolidated net sales for the year ended June 27, 1998 totaled
$364.4  million, as compared to $358.2 million for the year ended June 28, 1997,
an  increase  of 1.7% resulting from ---an increase in unit sales.  The increase
came  from  the  sales of  finished fabric to commercial and government accounts
due  to  increased  demand.  These  increases were chiefly offset by a sharp 32%
decline  in unfinished greige fabric sold to converters due to decreased demand.

     Gross  Profit. Consolidated gross profit margin for the year ended June 27,
1998  was  17.5  %, as compared to 18.2% for the year ended June 28, 1997.  This
decline  was  due  principally  to  the  decline in the unfinished woven fabrics
market  due  to  volume,  price,  and  use  of  manufacturing  capacity.

     Selling,  General  and Administrative Expenses.  During the year ended June
27,  1998,  selling,  general and administrative expenses were $17.6 million, as
compared  to  $15.9  million  during  the  year  ended  June  28,  1997,  an
increase  of  $1.7  million or 10.7%. For the year ended June 27, 1998, expenses
in  this  category were 4.83% of net sales as compared to 4.44% of net sales for
the  year  ended  June  28,  1997.  The  increase  was  due to distribution cost
related  to  sales  volume increases, fixed administrative services cost and one
time  cost  associated  with  information  technology  system  studies.

     Operating  Earnings.  Operating  earnings  for the year ended June 27, 1998
were  $46.4  million,  as  compared to $50.6 million for the year ended June 28,
1997.  The decline in operating earnings was due to the factors described above.

     Net  Interest  Expense.  For  the  year  ended  June 27, 1998, net interest
expense  was $19.2 million, as compared to $14.2 million for the year ended June
28,  1997.   The  increase  in  interest  expense  was primarily a result of the
higher interest rates on the senior notes (9.625%) compared to intercompany debt
at  lower  rates  in  the  1997  fiscal  year.

     Taxes.  The effective tax rate of 39.5% for the year ended June 27, 1998 is
approximately  the  same  as  the effective tax rate for the year ended June 28,
1997.

      Income  from  Continuing Operations. Income from Continuing Operations for
the year ended June 27, 1998 was $16.5 million, as compared to $22.0 million for
the  year  ended  June  28, 1997.  The decrease was due to the factors described
above.


                                       12
<PAGE>
LIQUIDITY  AND  SOURCES  OF  CAPITAL

     During fiscal 1999, the Company financed its capital expenditures primarily
through  proceeds  from  the  sale of discontinued operations and cash generated
from  operations.

     The  Company  generated  operating  cash  flows  of $51.4, $32.1, and $34.8
million for the 1999,  1998 and 1997 fiscal years, respectively.  Cash generated
in  fiscal  year  1999 from both continuing and discontinued operations was used
primarily to finance capital expenditures, including equipment purchases, and to
reduce  indebtedness.  The  Company  generated cash from investing activities of
$6.6  million  in  fiscal  year 1998, but used $7.6, and $13.4 million in fiscal
years  1999  and  1997,  respectively.  Cash  generated in fiscal year 1998 from
investing  activities  was  primarily  from the disposal of discontinued assets.

     On  August  25, 1997, the Company issued $150 million of unsecured ten-year
senior  notes  at  an  interest rate of 9.625%, and obtained a secured five-year
$100  million  revolving  line  of credit subject to borrowing base limitations.
The  interest  rate  on the revolving credit facility at July 3, 1999 was 6.93%.
The  revolving  line  of  credit is secured by accounts receivable and inventory
with  a  net  book  value  at  July  3, 1999 of approximately $129 million.  The
Company  had  $99  million,  $  63  million  and $42 million available under the
revolving  credit  agreement on July 3, 1999, June 27, 1998 and August 25, 1997,
respectively.

     The  credit  facility  and senior notes contain restrictive covenants which
include  required  minimum tangible net worth and certain other required minimum
financial  ratios.  The  agreements  also  restrict  additional  indebtedness,
dividends  and  capital  expenditures.

     During  fiscal  1999, the Company had capital expenditures of approximately
$9.1  million  primarily  for  capital improvements, new equipment, and computer
system  upgrades.  During  fiscal 2000, the Company plans to spend approximately
$7  million  for  capital  improvements,  new  equipment,  and  computer  system
upgrades.  The  Company believes that its equipment and facilities are generally
adequate  to  allow  it  to  remain  competitive with its principal competitors.

     The  Company has entered into agreements, and has fixed prices, to purchase
cotton  for  use  in  its  manufacturing  operations.  At  July  3, 1999 minimum
payments  under  these  contracts  with  non-cancelable  contract terms were $42
million  in  fiscal  year  2000.

     The  carryback  of  the  net losses for fiscal 1996 resulted in a refund of
approximately  $8.5  million  in  the  early  part  of  fiscal  year  1997.

     The  Company  believes that cash flow generated by its operations and funds
available  under  its  credit  line should be sufficient to service its debt, to
satisfy  its  day-to-day  working  capital  needs,  to  fund its planned capital
expenditures  and  to  pay  dividends  to  its  corporate  parent.

                                       13
<PAGE>
YEAR  2000  COMPLIANCE

     The Company has a variety of computers and systems that are subject to Year
2000  issues.  The  Year  2000  problem  arose  because  many  existing computer
programs  use  only  the  last  two digits to refer to a year.  Therefore, these
programs  do  not properly recognize a year that begins with "20" instead of the
familiar  "19".  If  not  corrected,  many  computer applications could fail, or
cause  erroneous  results.  The  Company  has considered the impact of Year 2000
issues  on  the  Company's computer information systems and other equipment that
use  embedded  technology  such  as  micro-controllers,  and  has  developed  a
remediation  plan.  The  Company's  Year 2000 plan includes 1) Identification of
year  2000  issues,  2) Assessment and prioritization of issues, 3) Remediation,
and 4) Testing for Year 2000 compliance.  Because the Company has a wide variety
of  systems  and equipment at various locations affected by the Year 2000 issue,
various  aspects  of  the Company's Year 2000 efforts are at different stages of
progress.  Most  of  the  work  now  being  done  involves  testing of Year 2000
solutions,  tracking  key  vendor  Year 2000 compliance, and testing contingency
plans.  Expenditures  in  fiscal  1998  for  the  Year  2000 project amounted to
approximately  $ 21,000.  As a part of its plan to achieve Year 2000 compliance,
the  Company  decided  to  accelerate the schedule for implementation of certain
data  collection  systems.  The  cost  of  these  systems  is approximately $1.2
million.  The Company spent approximately $ 216,000 on software improvements and
remediation  work in fiscal 1999, and expects to spend an additional $223,000 in
fiscal  year 2000, with completion expected by the second quarter of fiscal year
2000.  Most  key  vendors  and customers have documented assurance of current or
planned  readiness  for  the  year 2000.  The most likely worst-case scenario is
that  certain  non-critical  business  systems  might  fail.  The  Company  has
developed  contingency  plans for all systems that had not been remediated as of
July  3,  1999.  Contingency plans include the option to disable certain systems
or  to  use  alternate  methods  of  providing the same or similar service.  The
Company  does  not  believe that these non-critical systems will have a material
adverse  impact on the Company's ability to generate revenue.  In the event that
the  Company  is  unable  to implement all or a part of its Year 2000 plan, then
some  of  the  Company's  computer  systems  could  fail.  Any liability or lost
revenue  associated with systems failures cannot be reasonably estimated at this
time.

ENVIRONMENTAL  MATTERS

     Two  of  the  Company's  South  Carolina plants, the  Delta 2 & 3 finishing
plants,  have  been  unable  to  comply  with  certain  toxicity  and  other
permit-related  limits  contained  in a National Pollutant Discharge Elimination
System  ("NPDES") permit held by the Company.  Additionally, high nitrate levels
have  been  observed at the spray field for those plants.  To attempt to achieve
compliance  with  the  non-toxicity  NPDES  permit limits, the Company completed
certain upgrades in October 1998 at a cost of approximately $2.3 million.  Since
then,  the  Company  has had two non-toxicity permit violations resulting in the
payment  of  a de minimis penalty.  The Company believes that it will be able to
comply  with  the  non-toxicity  permit limits.  The Company is working with the
appropriate  state  agency to address the toxicity and nitrate issues.  Although
there  is  no  assurance  that the Company will be successful, and it could face
additional administrative penalties if it is not, the Company does not currently
believe  that  these matters will have a material adverse impact on the Company.

     The  Company  is  currently  assessing  groundwater  contamination  at  its
discontinued  Greensboro,  North Carolina plant.  The Company believes, however,
that  the source of the contamination was removed several years ago by the prior
owner  and  the  Company  currently  has  no  plans to remediate any groundwater
contamination.  Although  no  assurance  can  be  provided, the Company does not
currently  believe  that  this matter will have a material adverse impact on the
Company.


                                       14
<PAGE>
ITEM  7A.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET
---------  ----------------------------------------------------------
RISK
-----

COMMODITY  RISK  SENSITIVITY

     As a part of the Company's business of converting fiber to finished fabric,
the  Company  makes  raw  cotton purchase commitments and then fixes prices with
cotton  merchants who buy from producers and sell to textile manufacturers.  The
Company  may  seek  to fix prices up to 18 months in advance of delivery.  Daily
price  fluctuations  are  minimal,  yet  long-term  trends in price movement can
result  in unfavorable pricing of cotton for the Company.  Before fixing prices,
the  Company  looks  at  supply and demand fundamentals, recent price trends and
other  factors  that affect cotton prices.  The Company also reviews the backlog
of  orders from customers as well as the level of fixed price cotton commitments
in  the industry in general.  At July 3, 1999, a 10% decline in the market price
of  the  cotton  covered  by  the  Company's  fixed price contracts would have a
negative impact of approximately $4.2 million on the value of the contracts.  At
the end of fiscal 1998, a 10% decline in the market price of the Company's fixed
price  contracts  would have had a negative impact of approximately $5.6 million
on  the  value  of  the contracts.  The decline in the potential negative impact
from  1998  to  1999  is  due principally to current cotton commitments being at
significantly lower average prices than in fiscal 1998.  The Company has changed
to the current disclosure format from the format in the fiscal year 1998 10-K in
an  effort  to improve the comparability of its disclosure to other companies in
its  industry.


INTEREST  RATE  SENSITIVITY

The  following  debt  obligations  are  sensitive  to changes in interest rates:

     $150 million of unsecured ten year senior notes due 2007 at a fixed rate of
     9.625%.
     $100  million  of secured five year revolving credit facility expiring 2002
     with interest of 6.93% at  July  3,  1999.  Interest  is  based  on  LIBOR.

An  interest  rate  change  would  not have an impact on the fixed rate ten year
senior  notes  totaling  $150  million.  An  interest  rate  change would have a
negative  impact  to  the  extent  the  Company increases borrowings against the
revolving  credit  facility.  The  impact  would  be  dependent  on the level of
borrowings  incurred.  During  fiscal  years 1999 and 1998, based on the average
principal  balance  outstanding,  a  1%  increase  in  interest rates would have
resulted  in  increased interest expense of approximately $430,000 and $856,000,
respectively.  In  fiscal  year  2000,  as  of  this  date,  the Company has not
borrowed  against  the  revolving  credit  facility.


                                       15
<PAGE>
ITEM  8.  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA
--------  -----------------------------------------------

INDEX  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>
                                                                                Page
                                                                                ----
<S>                                                                             <C>

Report of KPMG  LLP                                                             F2

Consolidated Balance Sheets as of July 3, 1999 and June 27, 1998                F3

Consolidated Statements of Operations for the fiscal years ended July 3, 1999,
June 27, 1998, and June 28, 1997                                                F4

Consolidated Statements of Shareholder's Equity  for the fiscal years
ended July 3, 1999, June 27, 1998, and June 28, 1997                            F5

Consolidated Statements of Cash Flows for the fiscal years ended July 3,
1999, June 27, 1998 and June 28, 1997                                           F6

Notes to Consolidated Financial Statements                                      F7
</TABLE>


                                       16
<PAGE>
INDEPENDENT  AUDITORS'  REPORT

THE  BOARD  OF  DIRECTORS
Delta  Mills,  Inc.

We  have  audited  the  accompanying consolidated balance sheets of Delta Mills,
Inc.  as  of  July  3,  1999  and  June  27,  1998  and the related consolidated
statements  of  operations, shareholder's equity, and cash flows for each of the
years  in the three-year period ended July 3, 1999. These consolidated financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements  based  on  our  audit.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that  our  audits  provide  a  reasonable  basis  for  our opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Delta Mills, Inc. at
July  3,  1999  and June 27, 1998, and the results of their operations and their
cash flows for each of the years in the three-year period ended July 3, 1999, in
conformity  with  generally  accepted  accounting  principles.

                                               \s\ KPMG  LLP
                                               -------------
                                                   KPMG  LLP
Greenville,  South  Carolina
August  13,  1999






                                       17
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED  BALANCE  SHEETS
Delta  Mills,  Inc.
(In  Thousands)


                                                        July 3, 1999   June 27, 1998
                                                        -------------  --------------
<S>                                                     <C>            <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                             $       9,903  $          544
  Accounts receivable:
     Factor and other                                          69,881          82,454
     Affiliates                                                12,994           6,783
                                                        -------------  --------------
                                                               82,875          89,237
     Less allowances for doubtful accounts and returns            291             246
                                                        -------------  --------------
                                                               82,584          88,991
  Inventories
     Finished goods                                             9,122          10,427
     Work in process                                           29,201          37,000
     Raw materials and supplies                                 7,144           8,412
                                                        -------------  --------------
                                                               45,467          55,839

  Current assets of discontinued operations                       780          15,484
  Deferred income taxes and other assets                        2,482           2,567
                                                        -------------  --------------
                                TOTAL CURRENT ASSETS          141,216         163,425

PROPERTY, PLANT AND EQUIPMENT, at cost
     Land and land improvements                                 2,988           2,892
     Buildings                                                 45,293          47,225
     Machinery and equipment                                  145,467         145,038
     Furniture and fixtures                                     1,993           2,089
     Lease improvements                                           619
     Construction in progress                                   4,363           4,643
                                                        -------------  --------------
                                                              200,723         201,887
     Less accumulated depreciation                             85,743          80,257
                                                        -------------  --------------
                                                              114,980         121,630

DEFERRED LOAN COSTS
             less accumulated amortization of $1,288            4,755           5,223
             and $582 in 1999 and 1998 respectively
NONCURRENT ASSETS OF DISCONTINUED
   OPERATIONS                                                                      12
                                                        -------------  --------------
                                                        $     260,951  $      290,290
                                                        =============  ==============
</TABLE>


                                       18
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED  BALANCE  SHEETS
Delta  Mills,  Inc.
(In  Thousands)

LIABILITIES  AND  SHAREHOLDER'S  EQUITY


                                                          July 3, 1999    June 27, 1998
                                                         --------------  ---------------
<S>                                                      <C>             <C>
LIABILITIES AND SHAREHOLDER'S EQUITY
CURRENT LIABILITIES
  Trade accounts payable                                 $      15,887   $       23,890
  Payable to Affiliates                                            571            4,493
  Accrued employee compensation                                  4,014            4,937
  Accrued and sundry liabilities                                18,381           16,042
  Restructuring accruals                                           750            6,640
                                                         --------------  ---------------
                    TOTAL CURRENT LIABILITIES                   39,603           56,002
LONG-TERM DEBT                                                 150,000          176,635
DEFERRED INCOME TAXES                                           15,547            7,431
OTHER LIABILITIES AND DEFERRED CREDITS                           6,040           10,144
SHAREHOLDER'S EQUITY
  Common Stock -- par value $.01 a share -- authorized
    3000 shares, issued and outstanding 100 shares
  Additional paid-in capital                                    51,792           51,792
  Retained earnings(deficit)                                    (2,031)         (11,714)
                                                         --------------  ---------------
                                                                49,761           40,078
COMMITMENTS AND CONTINGENCIES
                                                         $     260,951   $      290,290
                                                         ==============  ===============
</TABLE>

See  notes  to  consolidated  financial  statements.


                                       19
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED  STATEMENTS  OF  OPERATIONS
Delta  Mills,  Inc.
(In  Thousands)


                                                             Year Ended      Year Ended       Year Ended
                                                            July 3, 1999    June 27, 1998    June 28, 1997
                                                           --------------  ---------------  ---------------
<S>                                                        <C>             <C>              <C>
Net sales to non-affiliates                                      318,733          342,732          336,181
Net sales to affiliated parties                                   30,222           21,663           22,023
                                                           --------------  ---------------  ---------------
  Net sales                                                $     348,955   $      364,395   $      358,204
Cost of goods sold                                               292,914          300,556          293,145
                                                           --------------  ---------------  ---------------
Gross profit                                                      56,041           63,839           65,059
Selling, general and administrative expenses                      16,937           17,585           16,323
Other income                                                          96              146            1,553
                                                           --------------  ---------------  ---------------
  OPERATING PROFIT                                                39,200           46,400           50,289
Other (expense) income:
  Interest expense                                               (17,415)         (17,160)            (413)
  Interest income                                                    186              152
  Affiliate interest expense                                                       (2,164)         (13,799)
                                                           --------------  ---------------  ---------------
                                                                 (17,229)         (19,172)         (14,212)
 INCOME FROM CONTINUING
  OPERATIONS BEFORE INCOME TAXES                                  21,971           27,228           36,077
                                                           --------------  ---------------  ---------------
Income tax expense                                                 8,590           10,743           14,187
                                                           --------------  ---------------  ---------------
 INCOME FROM CONTINUING
  OPERATIONS                                                      13,381           16,485           21,890

 Gain (Loss) on disposal of discontinued operations less
   applicable income taxes                                         3,802          (21,079)

 (Loss) from operations of discontinued businesses less
   applicable income taxes                                                         (4,830)          (5,337)
                                                           --------------  ---------------  ---------------

 GAIN (LOSS) FROM DISCONTINUED OPERATIONS                          3,802          (25,909)          (5,337)
                                                           --------------  ---------------  ---------------

NET INCOME (LOSS)                                          $      17,183          ($9,424)  $       16,553
                                                           ==============  ===============  ===============
</TABLE>

See  notes  to  consolidated  financial  statements.


                                       20
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED  STATEMENTS  OF  SHAREHOLDER'S  EQUITY
Delta  Mills,  Inc.
(In  Thousands)



                                            Additional    Retained        Total
                            Common Stock      Paid-In     Earnings    Shareholder's
                           Shares  Amount     Capital    (Deficit)       Equity
                           ------  -------  -----------  ----------  ---------------
<S>                        <C>     <C>      <C>          <C>         <C>
Balance at June 29, 1996      100  $     0  $     2,134  $ (10,843)  $       (8,709)
  Net Income                                                16,553           16,553
                           ------  -------  -----------  ----------  ---------------
Balance at June 28, 1997      100        0        2,134      5,710            7,844
  Net (loss)                                                (9,424)          (9,424)
  Cash dividends paid                                       (8,000)          (8,000)
  Capital Contribution                           49,658                      49,658
                           ------  -------  -----------  ----------  ---------------
Balance at June 27, 1998      100        0       51,792    (11,714)          40,078
  Net Income                                                17,183           17,183
  Cash dividends paid                                       (7,500)          (7,500)
                           ------  -------  -----------  ----------  ---------------
Balance at July 3, 1999       100  $     0  $    51,792    ($2,031)  $       49,761
                           ======  =======  ===========  ==========  ===============
</TABLE>

See  notes  to  consolidated  financial  statements.


                                       21
<PAGE>
<TABLE>
<CAPTION>

CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
Delta  Mills,  Inc.
(In  Thousands)


                                                                         Year Ended      Year Ended       Year Ended
                                                                        July 3, 1999    June 27, 1998    June 28, 1997
                                                                       --------------  ---------------  ---------------
<S>                                                                    <C>             <C>              <C>
OPERATING ACTIVITIES
  Net income (loss)                                                    $      17,183          ($9,424)  $       16,553
  Adjustments to reconcile net income to net
     cash provided by operating activities:
     Depreciation                                                             14,109           14,095           13,910
     Amortization                                                                706               32              (70)
     Discontinued operations                                                  22,087           29,751           (2,834)
     Provision for losses on accounts receivable                                  45              468
     Provision for deferred income taxes                                         605            3,068            4,198
     Losses (gains) on disposition of property
        and equipment                                                             73               (6)          (1,504)
     Deferred compensation                                                       317              638              605
     Changes in operating assets and liabilities:
        Accounts receivable                                                   12,573            1,895          (14,092)
        Inventories                                                           10,372             (236)           4,667
        Other current assets                                                     (85)              41             (349)
        Accounts payable, accrued expenses and due to affiliate, net         (26,596)          (8,244)          13,680
                                                                       --------------  ---------------  ---------------
           NET CASH PROVIDED BY
                          OPERATING ACTIVITIES                                51,389           32,078           34,764

INVESTING ACTIVITIES
  Property, plant and equipment:
     Purchases                                                                (9,075)          (4,065)         (14,122)
     Proceeds of dispositions                                                  1,086               13            2,275
     Other investing activities                                                  140
  Investing activities of discontinued operations                                206           10,686           (1,597)
                                                                       --------------  ---------------  ---------------
                           NET CASH PROVIDED(USED) BY
                           INVESTING ACTIVITIES                               (7,643)           6,634          (13,444)

FINANCING ACTIVITIES
  Proceeds from revolving lines of credit                                    104,365          137,000
  Repayments on revolving lines of credit                                   (131,000)        (110,365)
  Scheduled principal payments of long-term debt                                                               (50,000)
  Net proceeds/(repayments) of loan from parent company                                      (202,093)          29,731
  Proceeds from issuance of long-term debt                                   145,688
  Dividends paid                                                              (7,500)          (8,000)
  Other                                                                         (252)          (1,493)
                                                                       --------------  ---------------  ---------------
          NET CASH (USED)  BY
                        FINANCING ACTIVITIES                                 (34,387)         (39,263)         (20,269)
                                                                       --------------  ---------------  ---------------

(DECREASE) INCREASE IN CASH AND
    CASH EQUIVALENTS                                                           9,359             (551)           1,051

Cash and cash equivalents at beginning of year                                   544            1,095               44
                                                                       --------------  ---------------  ---------------
             CASH AND CASH EQUIVALENTS
                                  AT END OF YEAR                       $       9,903   $          544   $        1,095
                                                                       ==============  ===============  ===============
</TABLE>

See  notes  to  consolidated  financial  statements.

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

NOTE  A-DESCRIPTION  OF  BUSINESS  AND  SIGNIFICANT  ACCOUNTING  POLICIES
DESCRIPTION  OF  BUSINESS:    The  Company  manufactures woven fabrics which are
sold  through a separate sales subsidiary.  The Company's operations, all within
the  textile  industry,  are  considered  a  single  business  segment.

                                       22
<PAGE>
BASIS  OF  PRESENTATION:     The  consolidated  financial statements include the
accounts of Delta Mills, Inc. and the Delta Mills Marketing, Inc. (collectively,
the  "Company").  All  significant  intercompany  balances and transactions have
been  eliminated.  Delta  Mills,  Inc.  and  Delta  Mills  Marketing  , Inc. are
wholly-owned subsidiaries of Alchem Capital Corporation, which is a wholly-owned
subsidiary  of  Delta  Woodside  Industries,  Inc. ("DWI").  The Company has one
segment  that  is  presented  as  a  discontinued  operation, Stevcoknit Fabrics
Company,  which  manufactured  and  sold  knitted  fabrics.
CASH  EQUIVALENTS:   The  Company considers all highly liquid investments having
maturities  of  three  months  or  less  when  purchased to be cash equivalents.

INVENTORIES:   Inventories  are  stated  at  the  lower  of  the  cost or market
determined  using  the  first-in  ,  first-out  (FIFO)  method.

PROPERTY,  PLANT AND EQUIPMENT:   Property, plant and equipment is stated on the
basis  of  cost.  Depreciation  is  computed  by  the  straight-line  method for
financial  reporting  based  on  estimated  useful  lives of three to thirty-two
years,  but  predominantly  over  seven  to  fourteen  years, and by accelerated
methods  for  income  tax  reporting.

IMPAIRMENT  OF  LONG-LIVED ASSETS:   When required by circumstances, the Company
evaluates  the  recoverability  of  its long-lived assets by comparing estimated
future  undiscounted cash flows with the asset's carrying amount to determine if
a  write-down  to  market  value  is  required

REVENUE  RECOGNITION:   Sales  are  recorded  upon  shipment  or  designation of
specific  goods  for  later  shipment at customers' request with related risk of
ownership  passing  to  such  customers.

DEFERRED  LOAN  COSTS:  Deferred  loan costs are being amortized over periods of
five  and  ten  years  based  on  maturity  of  related  debt.

INCOME TAXES:   Deferred income taxes are recognized for the tax consequences of
"temporary  differences"  by  applying enacted statutory tax rates applicable to
future years to differences between the financial statement carrying amounts and
the  tax bases of existing assets and liabilities.  The effect on deferred taxes
of a change in tax rates is recognized in income in the period that includes the
enactment  date.

ENVIRONMENTAL  COSTS:   Environmental  compliance  cost,  including  ongoing
maintenance,  monitoring  and  similar  costs,  are  expensed  as  incurred.
Environmental  remediation  costs are accrued, except to the extent costs can be
capitalized,  when remedial efforts are probable, and the cost can be reasonably
estimated.

COTTON  PROCUREMENT:   The  Company contracts to buy cotton with future delivery
dates  at  fixed  prices  in  order to reduce the effects of fluctuations in the
prices  of  cotton  used  in  the  manufacture of its products.  These contracts
permit  settlement  by  delivery  and  are  not  used for trading purposes.  The
Company commits to fixed prices on a percentage of its cotton requirements up to
eighteen  months  in  the  future.   If  market prices for cotton fall below the
Company's  committed fixed costs and, it is estimated that the cost of cotton is
not  recoverable  in future sales of finished goods, the differential is charged
to  income  at  that  time.

ESTIMATES:   The  preparation  of  financial  statements  in  conformity  with
generally  accepted  accounting principles requires management to make estimates
and  assumptions  that affect the reported amounts of assets and liabilities and
disclosure  of  contingent  assets  and liabilities at the date of the financial
statements  and  the  reported  amounts  of  revenues  and  expenses  during the
reporting  period.  Actual  results  could  differ  from  those  estimates.

FISCAL  YEAR:   The Company's operations are based on a fifty-two or fifty-three
week  fiscal  year ending on the Saturday closest to June 30.  Fiscal years 1997
and  1998  each  consisted of 52 weeks.  Fiscal year 1999 consisted of 53 weeks.

                                       23
<PAGE>
NOTE  B-ACCOUNTS  RECEIVABLE

The  Company assigns a substantial portion of its trade accounts receivable to a
bank under a factor agreement.  The assignment of these receivables is primarily
without  recourse,  provided that customer orders are approved by the bank prior
to  shipment  of  goods,  up  to  a  maximum  for  each  individual  account.

The  Company  operates  within  the  textile  industry,  and  its operations are
affected  by  the  relative  strength  or  weakness of the textile markets.  The
Company has one major customer that accounted for 21%, 18%, and 22% of total net
sales  of  continuing  operations  for  fiscal  years  1999,  1998,  and  1997,
respectively.  Another  major  customer  accounted  for  13% and 11% of sales of
continuing  operations  in  fiscal  years  1999  and  1998,  respectively.

The  Company's  accounts  receivable  are  due  from many companies that produce
apparel  products  located  throughout  the  United  States.  The many companies
represented  in  the Company's accounts receivable limit to a certain extent the
concentration of credit risk.  The Company generally does not require collateral
for  its  accounts  receivable.


NOTE  C-LONG-TERM  DEBT  AND  LEASES

On  August 25, 1997 the Company issued $150 million of unsecured ten-year senior
notes  at  an  interest  rate  of  9.625%, and obtained a secured five-year $100
million revolving line of credit subject to borrowing base limitations.  The net
proceeds of the senior notes, the initial borrowings under the revolving line of
credit and a capital contribution of the remainder of the intercompany debt were
used  to  repay the long-term debt and current amounts payable to affiliate.  At
July 3, 1999, the interest rate on the $100 million revolving line of credit was
6.93% based on LIBOR.  At July 3, 1999, accounts receivable and inventory with a
net  book value of approximately $129 million, served as collateral for the $100
million  revolving  line of credit.  The Company had $99 million available under
the  revolving  line  of  credit  on  July  3,  1999.

The  credit  facility  and the senior notes contain restrictive covenants, which
include  restrictions  on additional indebtedness, transactions with affiliates,
payment of dividends, and capital expenditures, and require minimum tangible net
worth  and  certain  other  required  minimum  financial  ratios.

The carrying value of the Company's revolving credit agreement approximates fair
value  since the rates are tied to floating rates.  At July 3, 1999 the carrying
value  of  the senior notes was $150,000,000 and the fair value, based on quoted
market  prices  was  $142,500,000.

Total  interest  expense  incurred  and  paid  by  the  Company was $16,760,000,
$13,563,000 and $14,264,000 for fiscal years 1999, 1998, and 1997, respectively,
of  which  $106,000  and  $302,000 were capitalized during fiscal years 1999 and
1997  respectively.

Rent  expense  relating  to  operating  leases  was  approximately  $3,407,000,
$3,821,000  and  $  2,759,000 for fiscal years 1999, 1998 and 1997 respectively.

                                       24
<PAGE>
NOTE  C-CONTINUED

Aggregate  principal maturities of all long-term debt and minimum payments under
operating  leases  are  as  follows:

<TABLE>
<CAPTION>
              Long-term    Operating
Fiscal Year      Debt        Leases
-----------  ------------  ----------
<S>          <C>           <C>
2000                       $3,222,000
2001                        3,216,000
2002                        1,794,000
2003                          360,000
2004                          218,000
Later Years   150,000,000     342,000
             ------------  ----------
             $150,000,000  $9,152,000
             ============  ==========
</TABLE>

NOTE  D-EMPLOYEE  BENEFIT  PLANS

The  Company  has participated in the Delta Woodside Industries, Inc. Retirement
and  40l(k)  Plans.
On  September  27,  1997  the Delta Woodside Industries Employee Retirement Plan
("Retirement  Plan")  merged  into  the  Delta  Woodside  Employee  Savings  and
Investment  Plan  ("401(k)  Plan").  Following  the merger, contributions to the
401(k)  Plan  in  lieu of a contribution to the Retirement Plan are made in cash
and  not  in stock.  In the 401(k) Plan employees may elect to convert DWI stock
to other funds, but may not increase the amount of stock in their account.  Each
participant has the right to direct the trustee as to the manner in which shares
held  are  to  be  voted.  The  Retirement  Plan  qualified as an Employee Stock
Ownership  Plan  ("ESOP")  under  the  Internal  Revenue  Code  as  a  defined
contribution  plan.  Contributions  of  $236,000  and $270,000 were allocated to
participants  in  fiscal  1998 and 1997, respectively.  During fiscal 1999, 1998
and  1997,  the  Company  contributed  $497,000,  $455,000,  and  $480,000,
respectively,  to  the 401(k) plan to match employee contributions.  In addition
to  the  matching  contributions,  the  Company  also  made  a  discretionary
contribution  of  $280,000  to  the  401(k)  plan  in  fiscal  1999.

The  Company also participates in a 501(c)(9) trust, the Delta Woodside Employee
Benefit Plan and Trust ("Trust").  The Trust collects both employer and employee
contributions  from  the  Company  and makes disbursements for health claims and
other  qualified  benefits.

The  Company participates in a Deferred Compensation Plan, managed by DWI, which
permits  certain  management employees to defer a portion of their compensation.
Deferred  compensation  accounts are credited with interest  and are distributed
after  retirement, disability or employment termination.  As of July 3, 1999 and
June  27,  1998,  the  Company's  liability  was  $6,040,000  and  $5,722,000
respectively.

The  Company  also participates in the Delta Woodside Industries, Inc. Incentive
Stock  Award  Plan  and Stock Option Plan.  Including associated tax assistance,
under  the  Incentive  Stock  Award  Plan  the  Company  recognized  expense  of
$321,000,  $404,000,  and  $245,000  for  fiscal  years  1999,  1998  and  1997,
respectively.  Under  the  Stock  Option Plan, the Company recognized expense of
$152,000,  $104,000  and  $87,000  for  fiscal  years  1999,  1998  and  1997,
respectively.

NOTE  E-AFFILIATED  PARTY  TRANSACTIONS

The  Company  participated  in  a  cash  management  system  maintained by Delta
Woodside  Industries, Inc. until August 25, 1997.  Under this system excess cash
was  forwarded  to DWI each day, reducing the current loan payable to affiliate.
Likewise, cash requirements were funded daily by DWI, increasing loan payable to
affiliate.  Interest  was charged on loan payable to affiliate balances based on
the  weighted  average  cost  of  DWI's  borrowings.


                                       25
<PAGE>
NOTE  E-CONTINUED

Accounts  receivable  due  from affiliates include $1.7 million at June 28, 1997
for  anticipated  refunds  of  income taxes from Delta Woodside Industries, Inc.
Receivables  from affiliates also include $13.0 million and $5.0 million at July
3,  1999 and June 27, 1998, respectively, resulting from sales to Delta Apparel,
an  affiliate.

Current payable to affiliates bears no interest and includes  amounts payable to
DWI  for  current  activity  as  described  in  the  following  paragraphs.

Affiliated  party  transactions  included in the statements of operations result
from  a  variety  of  services  provided  and  goods transferred as shown in the
following  table:

<TABLE>
<CAPTION>
                                 1999         1998         1997
                              -----------  -----------  -----------
<S>                           <C>          <C>          <C>
Textile and yarn  sales       $30,221,000  $19,385,000  $29,870,000
Corporate services expense      2,816,000    2,838,000    3,302,000
Income tax payments                74,000       88,000    6,261,000
Payroll taxes, insurance and
   employee related expenses   39,889,000   45,223,000   42,578,000
Printing services expense               0      220,000      505,000
Interest expense                        0    2,193,000   13,679,000
Rental income                      81,000       95,000       93,000
</TABLE>

Since  March  29,  1997,  the Company sells textiles and yarn to an affiliate at
prices  which  approximate  market.  Prior  to  March 29, 1997, the Company sold
textiles  and  yarn to an affiliate at prices which approximate cost.  Corporate
services  include management, treasury, computer, purchasing, benefits, payroll,
auditing,  accounting  and tax services.  For these services, DWI charges actual
cost  based  on  relative  usage  and other factors.  Actual cost is charged for
payroll  taxes, insurance and employee related expenses which are managed by DWI
as  a  corporate  service.  Printing  services  were  charged  at market prices.
Interest  was charged based on fixed rates for long-term debt.  Interest on loan
payable  to  affiliates  was  charged  based on DWI 's weighted average interest
rate.  The Company charges affiliates for rent based on estimated cost and space
utilized.

NOTE  F-DISCONTINUED  OPERATIONS  AND  RESTRUCTURING  CHARGES

In  the  third  quarter  of  fiscal  year  1998, the Company adopted the segment
reporting  provisions  of  Financial  Accounting  Standard  131.  This  standard
requires the Company to report segment information for divisions which engage in
business  activity,  whose operating results are regularly reviewed by the chief
operating  officer.  The  Company  has  one  segment  in  continuing operations:
Delta  Mills  Marketing  Company  which manufactures and sells woven fabrics for
apparel and home furnishings.  The Company's other operations include yarn sales
to  Delta  Apparel,  a segment of the parent company, Delta Woodside Industries,
Inc.  Operating  profit  does  not  include interest expense or interest income.
The Company also has one segment which is presented as a discontinued operation:
Stevcoknit  Fabrics  Company  which  manufactured  and  sold  knitted  fabrics.

On  March  3,  1998,  the Company made the decision to close Stevcoknit Fabrics.
Accordingly,  operating  results  for  this  segment  have been reclassified and
reported  as  discontinued  operations.

In  connection  with  the decision to discontinue this business, the Company, in
fiscal 1998, recognized an estimated loss on disposal of discontinued operations
of  $21 million including an income tax benefit of $14 million.  In fiscal 1999,
the  Company  decreased  the estimate of the after-tax cost to discontinue these
businesses  and  recognized  after-tax  credits of $2.6 million and $1.2 million
during the first and third quarters of fiscal year 1999, respectively.  Proceeds
from  the  liquidation  of  this  division  have  been  used  to  make  capital
expenditures  and  to  reduce  indebtedness.


                                       26
<PAGE>
NOTE  F-CONTINUED



The  assets  of discontinued operations at July 3, 1999 and June 27, 1998 are as
follows:

<TABLE>
<CAPTION>
(in thousands)                    July 3, 1999   June 27, 1998
                                  -------------  --------------
<S>                               <C>            <C>

Accounts Receivable               $         763  $       13,893
Inventory                                     0           1,529
Other current assets                         17              62
                                  -------------  --------------
    Total current assets                    780          15,484

Property, plant and equipment
net of accumulated depreciation               0              12
                                  -------------  --------------
                  Total Assets    $         780  $       15,496
</TABLE>


Summarized  results  of operations for the discontinued business are as follows:

<TABLE>
<CAPTION>
(in thousands)              July 3, 1999    June 27, 1998    June 28, 1997
                            -------------  ---------------  ---------------
<S>                         <C>            <C>              <C>

Net Sales                   $       2,080  $       91,153   $      106,344
Cost and expense                    2,080         112,899          115,213
(Loss) before income tax                0         (21,746)          (8,869)
Income tax (benefit)                    0         (16,916)          (3,532)
                            -------------  ---------------  ---------------

(Loss) from operations of
discontinued operations     $           0  $       (4,830)  $       (5,337)
                            =============  ===============  ===============
</TABLE>

NOTE  G-INCOME  TAXES

The  Company  reports  federal  income  taxes  in the consolidated return of its
parent  Delta  Woodside  Industries,  Inc.  (DWI) and had taxable income of $6.5
million  which  will  be reported in the fiscal 1999 consolidated Federal income
tax  return  of  its  parent, DWI.  The consolidated group had a tax loss of $11
million,  which  will  be  carried  forward to offset future taxable income. The
Federal  income  tax  obligation  or  refund that is allocated to the Company is
determined  as  if the Company were filing a separate Federal income tax return.
The  Company's Federal tax liability or receivable is paid to or is a receivable
from  the  parent  company.

The  Company utilized its state NOL carryovers of approximately $ 1 million, $ 8
million  and  $  18  million  for  1999,  1998  and  1997  respectively.

The  Company's gross deferred tax assets are reduced by a valuation allowance to
net  deferred  tax  assets  considered  by management to be more likely than not
realizable.  The  ultimate  realization of deferred tax assets is dependent upon
the  generation  of  future  taxable  income  during  the periods in which those
temporary  differences  become deductible. Deferred income taxes reflect the net
tax effects of temporary differences between the financial statement amounts and
amounts  reported for income tax purposes.  There was no change in the valuation
allowance  from  1998  to  1999.


                                       27
<PAGE>
NOTE  G-CONTINUED

Significant  components of the Company's deferred tax assets and liabilities are
as  follows:

<TABLE>
<CAPTION>
                                                       1999              1998
<S>                                              <C>               <C>
Assets
Restructuring reserves                           $       303,000   $     3,708,000
Deferred compensation                                  2,325,000         2,203,000
Net operating loss carryforwards                          81,000           131,000
Accrued and sundry liabilities                         2,731,000         2,410,000
Inventory                                                350,000           557,000
Allowance for doubtful accounts & sales returns          364,000           573,000
Subtotal                                               6,154,000         9,582,000
Valuation allowance                                      (37,000)          (37,000)
                                                 ----------------  ----------------
Deferred tax assets                                    6,117,000         9,545,000
Liabilities:
Depreciation                                          18,638,000        13,434,000
Other                                                    991,000         1,343,000
                                                 ----------------  ----------------
Deferred tax liabilities                              19,629,000        14,777,000
                                                 ----------------  ----------------
      Net deferred tax liabilities               $    13,512,000   $     5,232,000
                                                 ================  ================
</TABLE>

Significant  components  of  the  provision  for  income  taxes  are as follows:

<TABLE>
<CAPTION>
                                               1999          1998           1997
<S>                                         <C>          <C>            <C>
Current:
     Federal income taxes                   $ 6,980,000  $  7,270,000   $ 9,790,000
     State income taxes                       1,005,000       405,000       199,000
           Total current                    $ 7,985,000  $  7,675,000   $ 9,989,000
                                            -----------  -------------  ------------
Deferred:
      Federal income taxes (benefits)       $   520,000  $  2,640,000   $ 3,611,000
      State income taxes (benefits)              85,000       428,000       587,000
           Total Deferred                   $   605,000  $  3,068,000   $ 4,198,000
                                            -----------  -------------  ------------
Total provision for Continuing Operations   $ 8,590,000  $ 10,743,000   $14,187,000
                                            -----------  -------------  ------------
The total provision for income taxes
  related to Discontinued Operations          2,335,000   (16,916,000)   (3,533,000)
                                            -----------  -------------  ------------
Total provision for income taxes            $10,925,000   ($6,173,000)  $10,654,000
                                            -----------  -------------  ------------
</TABLE>


The  reconciliation  of  income  tax  expense  (benefit) computed at the Federal
statutory  tax  rate:

<TABLE>
<CAPTION>
                                                    1999            1998           1997
                                                 -----------  ----------------  -----------
<S>                                              <C>          <C>               <C>
Income tax expense (benefit) at statutory rates  $ 9,835,000  $    (5,459,000)  $ 9,523,000
State taxes (benefits) net of federal benefit        991,000         (733,000)      385,000
Other                                                 99,000           19,000       746,000
                                                 -----------  ----------------  -----------
                                                 $10,925,000      ($6,173,000)  $10,654,000
                                                 ===========  ================  ===========
</TABLE>


The Company made tax payments of $ 81,000, $110,000 and $6,261,000 during fiscal
years  1999,  1998  and  1997,  respectively.

                                       28
<PAGE>
NOTE  H-SUMMARIZED  FINANCIAL  INFORMATION  OF  SUBSIDIARY

Delta  Mills  Marketing,  Inc.  (the  "Guarantor")  does not comprise a material
portion  of the Company's assets or operations.  The Guarantor is a wholly-owned
subsidiary  of  the  Company  and has fully and unconditionally guaranteed, (the
"Guarantee")  the  Company's payment of principal, premium, interest and certain
liquidated  damages,  if  any, on the Company's senior notes (the "Notes").  The
Guarantor's liability under the Guarantee is limited to such amount, the payment
of  which would not have left the guarantor insolvent or with unreasonably small
capital  at  the  time its Guarantee is entered into, after giving effect to the
incurrence  of  existing  indebtedness  immediately  prior  to  such  time.

The Guarantor is the sole subsidiary of the Company.  All future subsidiaries of
the  Company  will  provide  guarantees  identical  to  the one described in the
preceding paragraph unless such future subsidiaries are Receivables Subsidiaries
(as defined in the indenture relating to the Notes).  Such additional guarantees
will  be  joint  and  several  with  the  Guarantee  of  the  Guarantor.

The Company has not presented separate financial statements or other disclosures
concerning  the  Guarantor  because  Company management has determined that such
information  is  not  material  to  investors.

Summarized financial information for the Guarantor is as follows (in thousands):

<TABLE>
<CAPTION>
                                JULY 3, 1999   JUNE 27, 1998
                                -------------  --------------
<S>                             <C>            <C>
Current assets                           194           1,301
Noncurrent assets                         71             412
Current Liabilities                      560           1,428
Noncurrent liabilities                   980           1,260
Stockholders' equity (deficit)        (1,275)           (975)
</TABLE>

Summarized  results  of  operations  for  the  Guarantor  are  as  follows  (in
thousands):

<TABLE>
<CAPTION>
                                                  Twelve Months Ended
                                   ---------------------------------------------------
                                       July 3, 1999    June 27, 1998    June 28, 1997
                                      --------------  ---------------  ---------------
<S>                                   <C>             <C>              <C>
Net sales -intercompany commissions   $       5,207   $        6,177   $        6,041
Cost and expenses                             4,948            5,346            5,104
Income from continuing operations               167              468              513
(Loss) from discontinued operations            (519)          (1,450)          (1,006)
Net (loss)                                     (352)            (982)            (498)
</TABLE>


NOTE  I-COMMITMENTS  AND  CONTINGENCIES

During  fiscal  year  2000, the Company plans to spend approximately $ 7 million
for  capital  improvements.

The  Company  has  entered  into  agreements,  and has fixed prices, to purchase
cotton  for  use  in  its  manufacturing  operations.  At  July  3, 1999 minimum
payments  under  these  contracts  with  non-cancelable  contract terms were $42
million  in  fiscal  year  2000.


                                       29
<PAGE>
NOTE  I-CONTINUED

Two  of  the Company's South Carolina plants, the  Delta 2 & 3 finishing plants,
have been unable to comply with certain toxicity and other permit-related limits
contained  in a National Pollutant Discharge Elimination System ("NPDES") permit
held  by  the  Company.  Additionally, high nitrate levels have been observed at
the  spray  field  for  those plants.  To attempt to achieve compliance with the
non-toxicity  NPDES  permit  limits,  the  Company completed certain upgrades in
October  1998  at a cost of approximately $2.3 million.  Since then, the Company
has  had  two  non-toxicity  permit  violations resulting in the payment of a de
minimis  penalty.  The  Company believes that it will be able to comply with the
non-toxicity  permit  limits.  The Company is working with the appropriate state
agency  to  address  the  toxicity  and  nitrate  issues.  Although  there is no
assurance  that  the  Company  will be  successful, and it could face additional
administrative  penalties  if  it is not, the Company does not currently believe
that  these  matters  will  have  a  material  adverse  impact  on  the Company.

     The  Company  is  currently  assessing  groundwater  contamination  at  its
discontinued  Greensboro,  North Carolina plant.  The Company believes, however,
that  the source of the contamination was removed several years ago by the prior
owner  and  the  Company  currently  has  no  plans to remediate any groundwater
contamination.  Although  no  assurance  can  be  provided, the Company does not
currently  believe  that  this matter will have a material adverse impact on the
Company.


NOTE  J-QUARTERLY  RESULTS  OF  OPERATIONS  (UNAUDITED)

<TABLE>
<CAPTION>
The  following  is a summary of the unaudited quarterly results of operations for the
years  ended  July  3,  1999  and  June  27,  1998.

                                                      Quarter  Ended
                                    -------------------------------------------------
                                    September 26   December 26    March 27   July 03
                                    -------------  ------------  ----------  --------
<S>                                 <C>            <C>           <C>         <C>

(In thousands)
1999
Net sales                           $      92,417  $     86,938  $  81,049   $ 88,551
Gross profit                               17,188        15,782     11,685     11,376
Income from continuing operations           5,397         4,186      2,260      1,528
Net income                                  8,029         4,186      3,401      1,557


                                    September 27   December 27   March 28    June 27
                                    -------------  ------------  ----------  --------
(In thousands)
1998
Net sales                           $      92,383  $     89,285  $  81,071   $101,656
Gross profit                               17,025        15,006     14,497     17,311
Income from continuing operations           5,303         3,632      3,048      4,502
Net income (loss)                           3,666         1,907    (19,499)     4,502
</TABLE>

During  the  third  quarter  of  fiscal  year  1998,  the  Company  recognized
restructuring  and  impairment  charges  of  $21  million  in  connection  with
discontinued  operations  described  in  Note  F.  In  fiscal  1999, the Company
decreased the estimate of the after-tax cost to discontinue these businesses and
recognized  after-tax  credits of $2.6 million and $1.2 million during the first
and  third  quarters  of  fiscal  year  1999,  respectively.


                                       30
<PAGE>
ITEM  9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON
--------  ------------------------------------------------------
          ACCOUNTING  AND  FINANCIAL  DISCLOSURE
          --------------------------------------

Not  applicable.






                                       31
<PAGE>
                                    PART III

ITEM  10.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT
---------  --------------------------------------------------------

     The  following  provides  certain  information  regarding the directors and
executive  officers  of  the  Company.  Except  as  otherwise  noted  below, the
business  address  of  each  director  and officer is Delta Woodside Industries,
Inc.,  233  North  Main  Street,  Hammond  Square,  Suite 200, Greenville, South
Carolina  29601.  Each such person is a citizen of the United States.  There are
no  family  relationships  among the directors and the executive officers of the
Company  or  Delta  Woodside.

<TABLE>
<CAPTION>
NAME AND AGE                            POSITION WITH THE COMPANY               DIRECTOR SINCE (8)
<S>                        <C>                                                  <C>
E. Erwin Maddrey, II (58)  President and Chief Executive Officer and Director
                           of the Company and Delta Woodside (1)                              1984

Bettis C. Rainsford (48)   Director of the Company
                           and Delta Woodside (2)                                             1984

C.C. Guy (66)              Director of the Company and Delta Woodside (3)                     1984

Buck A. Mickel (43)        Director of the Company and Delta Woodside (4)                     1984

Jane H. Greer (61)         Vice President and Secretary of the Company
                           and Delta Woodside (5)

Robert W. Humphreys (42)   Vice President-Finance and
                           Assistant Secretary of the Company
                           and Delta Woodside (6)

Brenda L. Jones (54)       Assistant Secretary of the Company
                           and Delta Woodside (7)
<FN>
     (1)     E.  Erwin  Maddrey,  II was President and Chief Executive Officer of Delta Woodside's
predecessor  by  merger  Delta  Woodside  Industries,  Inc.,  a  Delaware  corporation ("Old Delta
Woodside")  or  its  predecessors  from  the founding of Old Delta Woodside's predecessors in 1984
until  the  November  15, 1989 merger of Old Delta Woodside into RSI Corporation, a South Carolina
corporation,  which  changed its name to Delta Woodside Industries, Inc. and is now Delta Woodside
(the  "RSI Merger"), and he has served in such positions with Delta Woodside since the RSI Merger.
Mr.  Maddrey  has  served  in  current positions with the Company since 1986.  He also serves as a
director  of  Kemet  Corporation  and  Delta  Woodside.

     (2)     Bettis  C.  Rainsford was Executive Vice President and Chief Financial Officer of Old
Delta  Woodside or its predecessors from the founding of Old Delta Woodside's predecessors in 1984
until  the  RSI  Merger and served in such positions with Delta Woodside from the RSI Merger until
October  1,  1999.  Mr. Rainsford served as Treasurer of Old Delta Woodside or its predecessors or
Delta  Woodside  from  1984 to 1986, from August 1988 to November 1988 and from 1990 to October 1,
1999.  Mr.  Rainsford served in the same officer positions with the Company (with the exception of
certain  periods  when  he  did  not serve as Treasurer) from 1986 to October 1, 1999.  He is also
President  of  The  Rainsford  Development  Corporation  which  is  engaged  in  general  business
development  activities  in Edgefield, South Carolina.  Mr. Rainsford also serves as a director of
Martin  Color-Fi,  Inc. and Delta Woodside and is a member of the managing entity of Mount Vintage
Plantation  Golf  Club,  LLC.


                                       32
<PAGE>
ITEM  10.  (CONTINUED)
----------------------

     (3)     C.  C. Guy is a retired businessman.  He served as Chairman of the Board of Old Delta
Woodside  or its predecessors from the founding of Old Delta Woodside's predecessors in 1984 until
November  1989.  Since before the RSI Merger, he has been a director of RSI Holdings, Inc., and he
also served as President of RSI Holdings, Inc. from before the RSI Merger until January 1995.  RSI
Holdings,  Inc.  until  1992  was  engaged  in the sale of outdoor power equipment, until 1994 was
engaged  in  the  sale  of  turf  care  products  and currently is engaged in the consumer finance
business.  Prior  to  November  15,  1989, RSI Holdings, Inc. was a subsidiary of RSI Corporation.
Mr.  Guy  served  from  1979  until  November  1989  as President, Treasurer and a director of RSI
Corporation.  Prior  to the RSI Merger, RSI Corporation owned approximately 40% of the outstanding
shares  of  common stock of Old Delta Woodside and, among other matters, was engaged in the office
supply  business,  as  well  as  the  businesses  of selling outdoor power equipment and turf care
products.  Mr.  Guy  has served as a director of the Company since 1986.  Mr. Guy also serves as a
director  of  Delta  Woodside.

     (4)     Buck  A.  Mickel  is  President  and  Chief  Executive  Officer and a director of RSI
Holdings,  Inc.  He  served  as a Vice President of Old Delta Woodside or its predecessors and the
Company  from  the founding of Old Delta Woodside's predecessors until November 1989, Secretary of
Old  Delta  Woodside  and the Company from November 1986 to March 1987, and Assistant Secretary of
Old  Delta Woodside and the Company from March 1987 to November 1988.  He served as Vice President
and  a  director  of  RSI Holdings, Inc. from before the RSI Merger until January 1995 and as Vice
President  of  RSI Holdings, Inc. from September 1996 until July 1998, when he assumed his current
positions.  He  served  as  Vice  President of RSI Corporation from 1983 until November 1989.  Mr.
Mickel  has served as a director of the Company since 1986.  He also serves as a director of Delta
Woodside.

     (5)     Jane  H. Greer became associated with Old Delta Woodside's predecessors in July 1986,
and was elected a Vice President of Old Delta Woodside and the Company in November 1986, in charge
of  human  resources  and  other  related areas, Assistant Secretary of Old Delta Woodside and the
Company  in November 1987 and Secretary of Old Delta Woodside and the Company in August 1988.  She
became  Vice  President  and  Secretary  of  Delta  Woodside and the Company on November 15, 1989.

     (6)     Robert  W.  Humphreys was elected President of Delta Apparel Company, a division of a
subsidiary  of  Delta  Woodside, in April 1999.  He was elected to serve as Vice President-Finance
and  Assistant  Secretary of Delta Woodside and the Company in May 1998.  From January 1987 to May
1998,  Mr.  Humphreys  was  President  of  Stevcoknit  Fabrics Company, a division of the Company.

     (7)     Brenda L. Jones was elected Assistant Secretary of Old Delta Woodside and the Company
in  November  1988.  She  became Assistant Secretary of Delta Woodside and the Company on November
15,  1989.  Since  July  1987,  she  has  been  Vice  President and Chief Financial Officer of The
Rainsford  Development  Corporation,  a  corporation  wholly owned by Bettis C. Rainsford which is
engaged  in  general  business  development  activities.

     (8)     Includes  service  as  a  director  of  Delta  Woodside,  Old  Delta  Woodside or any
predecessor  to  Old  Delta  Woodside.
</TABLE>

The  Company's  directors  hold  office  until  the  next  annual meeting of the
Company's  shareholder or until their successors are duly elected and qualified.
The  Company's  executive  officers  are appointed by the Board of Directors and
serve  at  the  pleasure  of  the  Board.

     SECTION  16(A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

     There  were  no  late  filings  of reports for fiscal year 1999 pursuant to
Section  16(a)  of  the  Securities  Exchange  Act  of  1934,  as  amended.


                                       33
<PAGE>
ITEM  11.  EXECUTIVE  COMPENSATION

     Each  of  the executive officers of the Company serves in the same position
for  Delta  Woodside  and  various  of  Delta  Woodside's  direct  and  indirect
subsidiaries  and  is  compensated  by  Delta Woodside.  On an ongoing basis the
Company  reimburses  Delta Woodside for services provided to it by its executive
officers.  This arrangement was formalized in a management services agreement in
August  1997.  See  Item  13.  Certain  Relationships  and  Related  Party
Transactions.  The  following  provides  information respecting the compensation
received  by  the  Company's  executive  officers  in  all  capacities for Delta
Woodside  and  its  direct  and indirect subsidiaries (including the Company) in
fiscal  years  1997, 1998 and 1999.  A portion of these amounts was borne by the
Company.  See  Item  13.  Certain  Relationships and Related Party Transactions.

SUMMARY  COMPENSATION  TABLE

     The  following  table  sets  forth certain information for the fiscal years
ended  July 3, 1999, June 27, 1998 and June 28, 1997 respecting the compensation
earned  by  the  Chief  Executive  Officer, the Chief Financial Officer, and the
other  three  executive  officers  who earned salary and bonus in fiscal 1999 in
excess  of  $100,000  (the  "Named  Executives").

<TABLE>
<CAPTION>
                                  SUMMARY  COMPENSATION  TABLE


                                                                         Long-Term
                                        Annual Compensation            Compensation
                             -----------------------------------------  -----------
                                                             Other        Awards           All
                                                                        -----------
                                                            Annual      Securities        Other
                                                            Compen-     Underlying       Compen-
Name and                       Salary         Bonus         sation        Options         sation
Principal Position     Year    ($)(a)       ($)(a)(b)       ($)(c)        (#)(d)           ($)
---------------------  ----  -----------  -------------  -------------  -----------  ----------------
<S>                    <C>   <C>          <C>            <C>            <C>          <C>
E.Erwin Maddrey,II,    1999      476,923         80,962         24,525            0  33,607 (m)(r)(s)
  President & Chief    1998      500,000        108,243         20,127   20,000 (i)            36,563
  Executive Officer    1997      500,000              0              0            0            36,905

Bettis C. Rainsford,   1999  376,923 (h)         64,758         19,620            0  15,866 (n)(r)(s)
  Executive VP, CFO,   1998  450,000 (h)         86,579         16,102   16,000 (j)            16,012
  & Treasurer(e)       1997  450,000 (h)              0              0            0            15,621

Jane H. Greer,         1999      207,692         53,334         14,715            0      2,701 (o)(s)
  Vice President       1998      173,500         64,915         10,538            0             1,893
  & Secretary          1997      144,308         63,000         11,080   15,000 (k)             1,313

Robert Humphreys,      1999      223,077         94,286         14,715            0    543,449 (p)(s)
  VP-Finance &         1998      192,116         16,231         10,538            0            52,616
  Asst. Secretary (f)
Douglas J. Stevens,    1999       94,231          7,500         12,841            0    157,641 (q)(s)
  Vice President-      1998      143,904         64,915         10,538   21,000 (l)             3,184
  International (g)    1997      134,000         63,000         11,080   19,000 (l)             1,008
-----------------------------------
<FN>
     (a)  The  amounts  shown  in  the  column  include  sums  the receipt of which has been deferred
pursuant  to  the  401(k)  Plan  or  Delta  Woodside's  deferred  compensation  plan.

     (b)  Amounts  in  this  column  are  cash  bonuses  paid  to  reward  performance.


                                       34
<PAGE>
ITEM  11.  (CONTINUED)
----------------------

     (c)  The  amounts  in  this column were paid by Delta Woodside in connection with the vesting of
awards  under  Delta  Woodside's  Incentive  Stock  Award  Plan  and  were in each case approximately
sufficient,  after  the  payment of all applicable income taxes, to pay the participant's federal and
state  income  taxes  attributable  to  the  vesting  of  the  award.

     (d)  For  purposes  of  this table, awards under Delta Woodside's Incentive Stock Award Plan are
treated  as  options.

     (e)  Mr.  Rainsford  resigned  from  service as an officer with the Company effective October 1,
1999.

     (f)  Mr. Humphreys was elected President and chief executive officer of Delta Apparel Company, a
division of a subsidiary of Delta Woodside, in April 1999, and was elected Vice President-Finance and
Assistant Secretary of the Company in May 1998.  The information in the table includes Mr. Humphreys'
compensation  for  all  of  fiscal  1998  and  fiscal  1999.

     (g)  Mr.  Stevens  retired  from  service  with  the  Company  in  July  1999.

     (h)  Of this amount $150,000 was paid to The Rainsford Development Corporation, a company wholly
owned  by  Mr.  Rainsford.

     (i)  During  fiscal  1998,  Mr.  Maddrey was granted an award covering 20,000 shares under Delta
Woodside's  Incentive  Stock  Award  Plan.

     (j)  During  fiscal  1998, Mr. Rainsford was granted an award covering 16,000 shares under Delta
Woodside's  Incentive  Stock  Award  Plan.

     (k)  During  fiscal  1997,  Ms.  Greer  was  granted an award covering 15,000 shares under Delta
Woodside's  Incentive  Stock  Award  Plan.

     (l)     During  fiscal  1998, Mr. Stevens was granted options covering 21,000 shares under Delta
Woodside's  Stock  Option Plan.  During fiscal 1997, Mr. Stevens was granted an award covering 15,000
shares  under  Delta  Woodside's  Incentive Stock Award Plan and was granted an option covering 4,000
shares  under  Delta  Woodside's  Stock  Option  Plan.

     (m)  The fiscal 1999 amount represents $30,663 premium paid by Delta Woodside for $10 million of
life  insurance  on  the  life  of  Mr.  Maddrey,  $666  Delta Woodside contribution allocated to Mr.
Maddrey's  account  in  the  401(k)  Plan,  $1,416  contributed by Delta Woodside to Delta Woodside's
deferred  compensation  plan  as payment for the amount of Delta Woodside contributions to the 401(k)
Plan  for  fiscal  year  1998  that  were  not  made for Mr. Maddrey because of Internal Revenue Code
contribution  limitations, and $862 earned on Mr. Maddrey's deferred compensation at a rate in excess
of  120%  of  the  Federal  mid-term  rate.

     (n)  The fiscal 1999 amount represents $14,525 premium paid by Delta Woodside for $10 million of
life  insurance  on  the  life  of  Mr.  Rainsford, $666 Delta Woodside contribution allocated to Mr.
Rainsford's  account  in  the  401(k)  Plan,  $583  contributed by Delta Woodside to Delta Woodside's
deferred  compensation  plan  as payment for the amount of Delta Woodside contributions to the 401(k)
Plan  for  fiscal  year  1998  that  were not made for Mr. Rainsford because of Internal Revenue Code
contribution limitations, and $92 earned on Mr. Rainsford's deferred compensation at a rate in excess
of  120%  of  the  Federal  mid-term  rate.

     (o)  The fiscal 1999 amount represents $666 Delta Woodside contribution allocated to Ms. Greer's
account  in  the  401(k)  Plan,  $319  contributed  by  Delta  Woodside  to Delta Woodside's deferred
compensation  plan  as  payment for the amount of Delta Woodside contributions to the 401(k) Plan for
fiscal  year  1998  that  were  not  made


                                       35
<PAGE>
ITEM  11.  (CONTINUED)
----------------------

for  Ms. Greer because of Internal Revenue Code contribution limitations, $1,508 contributed by Delta
Woodside  to the 401(k) Plan for Ms. Greer with respect to her compensation deferred under the 401(k)
Plan, and $208 earned on Ms. Greer's deferred compensation at a rate in excess of 120% of the Federal
mid-term  rate.

     (p)  The  fiscal  1999  amount  represents  $666  Delta  Woodside  contribution allocated to Mr.
Humphreys'  account  in  the  401(k)  Plan,  $375  contributed  by Delta Woodside to Delta Woodside's
deferred  compensation  plan  as payment for the amount of Delta Woodside contributions to the 401(k)
Plan  for  fiscal  year  1998  that  were not made for Mr. Humphreys because of Internal Revenue Code
contribution  limitations,  $2,729 contributed by Delta Woodside to the 401(k) Plan for Mr. Humphreys
with  respect  to  his  compensation  deferred  under  the  401(k) Plan, $137,241 received as a bonus
relating  to  the  period  while  he  was  President of Stevcoknit Fabrics Company (a division of the
Company),  $2,438  earned  on Mr. Humphreys' deferred compensation at a rate in excess of 120% of the
Federal  mid-term rate and $400,000 paid in connection with his undertaking the position of President
and  chief  executive  officer  of  Delta  Apparel  Company.

     (q)  The  fiscal  1999  amount  represents  $666  Delta  Woodside  contribution allocated to Mr.
Stevens'  account in the 401(k) Plan, $195 contributed by Delta Woodside to Delta Woodside's deferred
compensation  plan  as  payment for the amount of Delta Woodside contributions to the 401(k) Plan for
fiscal  year  1998  that  were not made for Mr. Stevens because of Internal Revenue Code contribution
limitations,  $979 contributed by Delta Woodside to Delta Woodside's 401(k) Plan for Mr. Stevens with
respect to his compensation deferred under the 401(k) Plan, $150,000 received as severance related to
Mr.  Stevens' retirement, and $5,801 earned on Mr. Stevens' deferred compensation at a rate in excess
of  120%  of  the  Federal  mid-term  rate.

     (r)  Delta  Woodside pays the premiums due for life insurance policies that total $10 million on
each  of  the  life of Mr. Maddrey and the life of Mr. Rainsford.  The proceeds of these policies are
payable  to  the beneficiary or beneficiaries chosen by Mr. Maddrey or Mr. Rainsford, as the case may
be.

     (s)  The  401(k)  Plan  allocation  shown for the fiscal year was allocated to the participant's
account  during  that fiscal year, although all or part of the allocation may have been determined in
whole  or  in  part  on  the  basis  of  the participant's compensation during the prior fiscal year.
</TABLE>

     The  amounts shown in the table above do not include reimbursement by Delta
Woodside  or  its subsidiaries for certain automobile expenses, club memberships
and  other  items.  The  non-business personal benefit to any Named Executive of
these  amounts  does  not  exceed  10% of the Named Executive's total salary and
bonus.

                                       36
<PAGE>
ITEM  11.  (CONTINUED)
----------------------

AGGREGATED  OPTION  EXERCISES  IN  LAST  FISCAL  YEAR AND FISCAL YEAR-END OPTION
VALUES

     The following table provides certain information respecting the exercise by
any  Named Executive during fiscal 1999 of awards granted under Delta Woodside's
Incentive  Stock  Award  Plan  and  options granted under Delta Woodside's Stock
Option Plan, and the fiscal year end value of any unexercised outstanding awards
and  options.  For  purposes  of  this  table,  awards  under  Delta  Woodside's
Incentive  Stock  Award  Plan  are  treated  as  options.


<TABLE>
<CAPTION>
                       AGGREGATED OPTION EXERCISES IN LAST
                      FISCAL YEAR AND FY-END OPTION VALUES


                                            Number of Securities          Value of Unexercised
               Shares                      Underlying Unexercised         In-the-Money Options
              Acquired      Value             Options at FY-End                 at FY-End
            on Exercise   Realized                   (#)                         ($) (a)
            ------------  ---------  ---------------------------------  ---------------------------
Name            (#)          ($)        Exercisable     Unexercisable   Exercisable   Unexercisable
----------  ------------  ---------  -----------------  --------------  ------------  -------------
<S>         <C>           <C>        <C>                <C>             <C>           <C>

E. Erwin
Maddrey,II         5,000     29,640             10,000               0        59,275              0

Bettis C.
Rainsford          4,000     23,712              8,000               0        47,420              0

Jane H.
Greer              3,000     17,784             22,875           5,625        78,807         14,414

Robert W.
Humphreys          3,000     17,784             22,875           5,625        78,807         14,414

Douglas J.
Stevens            3,000     17,784             18,875               0        72,049              0
-----------------------------------
<FN>
(a)  Based  on  the  closing  sales  price  of  $5.9375  per  share  on  July  2,  1999.
</TABLE>

SEVERANCE  ARRANGEMENTS

     During  fiscal  1999, Delta Woodside's Board of Directors began to consider
certain strategic alternatives to enhance shareholder value, some of which might
lead  to a change in control of all or a significant part of Delta Woodside.  In
order  to provide an incentive for certain of Delta Woodside's key executives to
remain  in  Delta Woodside's employ while such alternatives were examined, Delta
Woodside  entered into severance agreements in December 1998 with, among others,
Jane  H.  Greer  and Robert W. Humphreys.  Pursuant to each of these agreements,
Delta Woodside agreed that, if the applicable officer's position were eliminated
because  of downsizing, restructuring or a change of control between the date of
the  letter  and the end of December 2000, the officer would be paid a severance
equal  to  two  years'  salary  at  the  time of termination, in addition to the
officer's  regular  severance.

     Robert  W.  Humphreys  serves  as  Vice  President-Finance  and  Assistant
Secretary  of Delta Woodside.  In April 1999, Mr. Humphreys was appointed to the
additional  position  of  President and chief executive officer of Delta Apparel
Company,  a division of a subsidiary of Delta Woodside.  In connection with this
new  position,  Delta


                                       37
<PAGE>
ITEM  11.  (CONTINUED)
----------------------

Woodside  agreed  in  an  April  1999  letter  that (a) Mr. Humphreys' salary is
$300,000  effective  with  the  pay  period  beginning April 26, 1999, (b) he is
guaranteed a bonus of $300,000 for the 2000 fiscal year if he remains in his new
position  during  that  year,  (c)  for fiscal 1999 he would be on the corporate
bonus plan for the first ten months, then at the guaranteed annual $300,000 rate
for  the eleventh and twelfth months of fiscal 1999, (d) Delta Woodside will pay
his  travel and lodging expenses for commuting to the division's headquarters in
Duluth,  Georgia,  (e) if he remains as President and chief executive officer of
the  Delta  Apparel  business  as  a spun-out separate public company (if such a
spin-off  were  to  occur),  he  will  participate in a Delta Apparel bonus plan
commencing  with  the  2001  fiscal  year and he will be granted options under a
Delta  Apparel  performance  based  stock  option  plan  for  shares  equal  to
approximately  five  percent  of  the  post-spin-off outstanding shares of Delta
Apparel,  (f) the December 1998 severance agreement was modified to provide that
the  two years' severance amount, based on a $200,000 salary rate, was earned in
fiscal  1999  and he would no longer be entitled to regular severance and (g) if
the  restructuring/spin-offs  under  consideration of the Delta Apparel business
and  the Duck Head Apparel business do not occur, he will be elected as a member
of  Delta  Woodside's  Board  of  Directors.

     Douglas J. Stevens served as Vice President-International of Delta Woodside
during  fiscal  1999.  By  letter  dated June 8, 1998, Mr. Stevens began to work
half  time at a $87,500 annual salary, plus $85 per hour in excess of half time.
He  was eligible to participate in a bonus plan to be developed, and at half his
previous level in any grants of options under Delta Woodside's Stock Option Plan
or  awards  under  Delta  Woodside's  Incentive  Stock  Award  Plan.  The letter
provided  that,  upon  termination  of his employment, Mr. Stevens would receive
$150,000  severance  if  termination  occurred  at the end of the first year and
$75,000  if  severance  occurred  at  the end of the second year (or a pro-rated
amount if termination occurred in between).  Upon termination, he could continue
under  Delta  Woodside's  insurance plan for one year, and then be covered under
Delta  Woodside's retiree insurance plan.  Mr. Stevens retired in July 1999, and
received  the  $150,000  severance  amount  set  forth  in  the  letter.

      Unless  otherwise  provided  by agreement, each of the Named Executives is
eligible  to  participate  in  Delta  Woodside's  severance  plan  for  salaried
employees.  In the event a covered employee's employment terminates in specified
circumstances, this plan provides that the employee will receive severance equal
in  amount  to  one  week's  base salary for each year of service credit, with a
minimum  of  two  weeks'  base  salary.

DIRECTOR  COMPENSATION

     Delta Woodside pays each director who is not an officer of Delta Woodside a
fee  of  $20,000 per year, plus provides approximately $10,000 annually for each
such  director with which shares of Delta Woodside's common stock are purchased.
These  shares  may  be  newly  issued  or  acquired  in the open market for such
purpose.  Each director is also reimbursed for his reasonable travel expenses in
attending  each  meeting.  Each  non-officer director is paid $500 ($750 for the
committee  chair)  for  each  committee  meeting  attended  and  $250  for  each
telephonic  committee  meeting  in  which  the  director  participates.

     The non-employee directors of Delta Woodside are eligible to participate in
the  Long  Term Incentive Plan.  Participants are selected by the Long Term Plan
Committee,  which  includes  those  members  of  Delta  Woodside's  Compensation
Committee  who  are "outside directors" (as that term is defined for purposes of
Section  162(m)  of  the Internal Revenue Code or any successor provision).  The
Long Term Plan Committee has the discretion to grant awards under the plan that,
based  on  a  performance period of at least three years, translate into options
for  Delta  Woodside's  common  stock.  No  grants were made under the Long Term
Incentive  Plan  in  fiscal  1999  to  the  non-employee  directors.

     Until  August  1999,  Delta  Woodside  had in place a Directors' Charitable
Giving  Program  covering  each  director of Delta Woodside.  Under the program,
after  the  death of a director, Delta Woodside would make an aggregate donation
of  $500,000,  to be paid in 10 annual installments commencing no later than six
months  after  the  director's  death,  to  one or more charitable organizations
selected by such director.  With respect to Max Lennon, E. Erwin Maddrey, II and
Bettis  C.  Rainsford,  the  program was to be funded by life insurance policies
owned  and  to  be


                                       38
<PAGE>
ITEM  11.  (CONTINUED)
----------------------

paid  for by Delta Woodside on the lives of such directors.  In August 1999, the
program  was  terminated,  and  cash in the amount of the actuarial value of the
future  donation was donated by Delta Woodside to the charitable organization or
organizations  selected  by each director.  The amounts so donated to charitable
organizations  were  selected  as  follows: $145,000 by Mr. Guy, $100,000 by Mr.
Maddrey,  $70,000  by  Mr.  Mickel  and  $62,000  by  Mr.  Rainsford.



COMPENSATION  COMMITTEE  INTERLOCKS  AND  INSIDER  PARTICIPATION

The following directors served on the Compensation Committee of Delta Woodside's
Board  of  Directors  during  fiscal 1999:  C.C. Guy, Dr. James F. Kane, Dr. Max
Lennon  and  Buck  A.  Mickel.

     C.  C.  Guy  served  as  Chairman of the Board of Old Delta Woodside or its
predecessors  from  the  founding  of  Old Delta Woodside's predecessors in 1984
until  November 1989.  Buck A. Mickel was a Vice President of Old Delta Woodside
or  its  predecessors  and the Company from the founding of Old Delta Woodside's
predecessors  until  November  1989,  Secretary  of  Old  Delta Woodside and the
Company  from  November 1986 to March 1987, and Assistant Secretary of Old Delta
Woodside  and  the  Company  from  March  1987  to  November  1988.


                                       39
<PAGE>
ITEM  12.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT
---------  ---------------------------------------------------------------------

     The  following  table  sets  forth  certain information as of September 17,
1999, regarding the beneficial ownership of Delta Woodside's common stock by (i)
persons  beneficially  owning  in any case more than five percent of such common
stock,  (ii)  the  directors  of Delta Woodside, (iii) the executive officers of
Delta Woodside named in the Summary Compensation Table under Item 11, "Executive
Compensation"  and  (iv)  all  current directors and executive officers of Delta
Woodside as a group.  The Company is a wholly-owned indirect subsidiary of Delta
Woodside.  Unless  otherwise  noted  in  the  notes  to  the  table, the Company
believes  that  the  persons  named in the table have sole voting and investment
power  with  respect  to  all  shares of common stock of Delta Woodside shown as
beneficially  owned  by  them.

<TABLE>
<CAPTION>
                                            SHARES
                                         BENEFICIALLY
            BENEFICIAL OWNER                OWNED      PERCENTAGE
---------------------------------------  ------------  -----------
<S>                                      <C>           <C>
Reich & Tang Asset Management L. P. (1)     3,500,000        14.7%
600 Fifth Avenue
New York, New York  10020

Franklin Resources, Inc. (2)                2,320,000         9.7%
Franklin Advisory Services, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
777 Mariners Island Boulevard
San Mateo, California  94404

Dimensional Fund Advisors Inc. (3)          1,369,420        5.75%
1299 Ocean Avenue, 11th Floor
Santa Monica, California  90401

E. Erwin Maddrey, II (4)                    3,273,892        13.7%
233 North Main Street
Hammond Square, Suite 200
Greenville, SC  29601

Bettis C. Rainsford (5)                     3,197,098        13.4%
108-1/2 Courthouse Square
Post Office Box 388
Edgefield, SC  29824

Buck A. Mickel (6) (7)                      1,571,161         6.6%
Post Office Box 6721
Greenville, SC  29606

Micco Corporation (7)                       1,240,634         5.2%
Post Office Box 795
Greenville, SC  29602

Minor H. Mickel(7) (8)                      1,565,238         6.5%
415 Crescent Avenue
Greenville, SC  29605


                                       40
<PAGE>
ITEM 12. (CONTINUED)
---------------------------------------

Minor M. Shaw (7) (9)                       1,520,099         6.4%
Post Office Box 795
Greenville, SC  29602

Charles C. Mickel (7) (10)                  1,496,944         6.3%
Post Office Box 6721
Greenville, SC  29606

C. C. Guy (11)                                 21,819         (16)
Jane H. Greer (12)                             59,368         (16)
Robert W. Humphreys (13)                       38,765         (16)
Douglas J. Stevens (14)                        41,701         (16)
All directors and executive officers
as a group (7 Persons) (15)                 8,164,879        34.3%
------------------------------------
<FN>
     (1)  This  information  is  based on confirmation obtained on September 28,
1999  and on an amendment dated February 12, 1999 to Schedule 13G that was filed
with  the Securities and Exchange Commission by Reich & Tang Asset Management L.
P.  ("Reich  &  Tang")  with  respect  to Delta Woodside's common stock.  In the
amendment,  Reich  & Tang reported that, with respect to Delta Woodside's common
stock,  it  had shared voting power and shared dispositive power with respect to
all  of  the  shares  shown.  The  amendment  reported  that the shares of Delta
Woodside's  common stock were held on behalf of certain accounts for which Reich
& Tang provides investment advice on a fully discretionary basis.  The amendment
reported that none of such accounts has an interest with respect to more than 5%
of  the  outstanding  shares  of  Delta  Woodside's  common  stock.

     (2)  This  information  is  based on confirmation obtained on September 21,
1999  and  on an amendment dated January 16, 1998 to Schedule 13G that was filed
with  the Securities and Exchange Commission by Franklin Resources, Inc. ("FRI")
with respect to Delta Woodside's common stock.  Telephone confirmation was given
to Delta Woodside that the amendment was correct in all respects except that the
number  of  shares  beneficially  owned  as of September 17, 1999 had changed to
2,320,000.  In  the  amendment,  FRI  reported  that,  with  respect  to  Delta
Woodside's  common  stock, the shares shown in the table above were beneficially
owned  by  one  or  more investment companies or other managed accounts that are
advised  by  one or more direct and indirect investment advisory subsidiaries of
FRI.  The  amendment  reported that the investment advisory subsidiary(ies) have
investment  and/or  voting  power  over the securities owned by their investment
advisory  clients.  Accordingly,  such  subsidiary(ies)  may be deemed to be the
beneficial  owner of the shares shown in the table.  The amendment reported that
Charles B. Johnson and Rupert H. Johnson, Jr. (the "FRI Principal Shareholders")
(each of whom has the same business address as FRI) each own in excess of 10% of
the  outstanding  common stock and are the principal shareholders of FRI and may
be deemed to be the beneficial owners of securities held by persons and entities
advised  by FRI subsidiaries.  The amendment reported that one of the investment
advisory  subsidiaries,  Franklin  Advisory Services, Inc. (whose address is One
Parker Plaza, Sixteenth Floor, Fort Lee, New Jersey  07024), has sole voting and
dispositive  power  with  respect  to  all  of  the  shares shown.  FRI, the FRI
Principal  Shareholders  and  the  investment advisory subsidiaries disclaim any
economic interest or beneficial ownership in the shares shown in the table above
and  are  of  the view that they are not acting as a "group" for purposes of the
Securities  Exchange  Act  of  1934,  as  amended.

     (3)  This  information  is based on an amendment dated February 12, 1999 to
Schedule  13G  that  was  filed  with  the Securities and Exchange Commission by
Dimensional  Fund Advisors Inc. ("Dimensional") with respect to Delta Woodside's
common  stock.  Dimensional  reported  that  it  had  sole voting power and sole
dispositive  power  with  respect  to  all  of  the shares shown.  The amendment
reports  that  Dimensional  furnishes  investment  advice  to  four  investment
companies and serves as investment manager to certain other investment vehicles,
including  commingled  group  trusts, that all of the shares of Delta Woodside's
common  stock  were  owned  by  such  investment


                                       41
<PAGE>
ITEM  12.  (CONTINUED)
----------------------

companies  or  investment  vehicles,  that  Dimensional  disclaims  beneficial
ownership  of such securities and that, to the knowledge of Dimensional, no such
investment  company  or  investment  vehicle  client  owned  more than 5% of the
outstanding  shares  of  Delta  Woodside's  common  stock.

     (4)  Mr.  Maddrey  is  the  President  and  Chief  Executive  Officer and a
director  of  the  Company.  The number of shares shown as beneficially owned by
Mr.  Maddrey  includes  approximately  33,493  shares allocated to Mr. Maddrey's
account in Delta Woodside's Employee Stock Purchase Plan, 431,470 shares held by
the  E.  Erwin  and  Nancy  B. Maddrey, II Foundation, a charitable trust, as to
which  shares  Mr.  Maddrey holds sole voting and investment power but disclaims
beneficial ownership, and approximately 1,074 shares allocated to the account of
Mr. Maddrey in Delta Woodside's Savings and Investment Plan (the "401(k) Plan").
Mr. Maddrey is fully vested in the shares allocated to his account in the 401(k)
Plan.  Included  in  the  table  are 10,000 unissued shares covered by incentive
stock  awards  that  may be exercisable within 60 days after September 17, 1999.

     (5)  Mr.  Rainsford  is a director of the Company and until October 1, 1999
was  the  Executive Vice President, Treasurer and Chief Financial Officer of the
Company.  The  number  of  shares  shown  as beneficially owned by Mr. Rainsford
includes  47,945  shares  held  by The Edgefield County Foundation, a charitable
trust,  as  to which shares Mr. Rainsford holds sole voting and investment power
but  disclaims  beneficial  ownership, and approximately 167 shares allocated to
the  account of Mr. Rainsford in the 401(k) Plan.  Mr. Rainsford is fully vested
in  the  shares  allocated  to  his account in the 401(k) Plan.  Included in the
table  are  8,000  unissued shares covered by incentive stock awards that may be
exercisable  within  60  days  after  September  17,  1999.

     (6)  Buck  A.  Mickel  is  a director of the Company.  The number of shares
shown  as  beneficially owned by Buck A. Mickel includes 327,656 shares directly
owned  by him, all of the 1,240,634 shares owned by Micco Corporation, and 2,871
shares  held  by  him  as  custodian  for  a  minor.  See  Note  (7).

     (7)  Micco  Corporation  owns  1,240,634  shares of Delta Woodside's common
stock.  The shares of common stock of Micco Corporation are owned in equal parts
by  Minor  H.  Mickel, Buck A. Mickel (a director of the Company), Minor M. Shaw
and  Charles C. Mickel.  Buck A. Mickel, Minor M. Shaw and Charles C. Mickel are
the  children of Minor H. Mickel. Minor H. Mickel, Buck A. Mickel, Minor M. Shaw
and  Charles C. Mickel are officers and directors of Micco Corporation.  Each of
Minor  H.  Mickel, Buck A. Mickel, Minor M. Shaw and Charles C. Mickel disclaims
beneficial  ownership of three quarters of the shares of Delta Woodside's common
stock  owned by Micco Corporation.  Minor H. Mickel directly owns 116,854 shares
of Delta Woodside's common stock and as personal representative of her husband's
estate  owns  207,750  shares of Delta Woodside's common stock.  Buck A. Mickel,
directly  or  as  custodian for a minor, owns 330,527 shares of Delta Woodside's
common  stock.  Charles  C.  Mickel,  directly or as custodian for his children,
owns  256,210  shares of Delta Woodside's common stock.  Minor M. Shaw, directly
or as custodian for her children, owns 264,978 shares of Delta Woodside's common
stock.  Minor M. Shaw's husband, through an individual retirement account and as
custodian  for  their children, beneficially owns approximately 14,487 shares of
Delta  Woodside's  common  stock,  as  to which shares Minor M. Shaw may also be
deemed  a  beneficial  owner.  Minor M. Shaw disclaims beneficial ownership with
respect to these shares and with respect to the 2,748 shares of Delta Woodside's
common  stock  held by her as custodian for her children.  The spouse of Charles
C.  Mickel  owns 100 shares of Delta Woodside's common stock, as to which shares
Charles  C.  Mickel  may  also  be deemed a beneficial owner.  Charles C. Mickel
disclaims  beneficial ownership with respect to these shares and with respect to
the  3,510  shares of Delta Woodside's common stock held by him as custodian for
his children.  Buck A. Mickel disclaims beneficial ownership with respect to the
2,871  shares  of  Delta  Woodside's common stock held by him as custodian for a
minor.

     (8)  The  number  of  shares shown as beneficially owned by Minor H. Mickel
includes  116,854  shares  directly owned by her, 207,750 shares owned by her as
personal  representative of her husband's estate and all of the 1,240,634 shares
owned  by  Micco  Corporation.  See  Note  (7).


                                       42
<PAGE>
ITEM  12.  (CONTINUED)
----------------------

     (9)  The  number  of  shares  shown  as beneficially owned by Minor M. Shaw
includes  264,978 shares owned by her directly or as custodian for her children,
approximately  14,487  shares  beneficially  owned  by  her  husband  through an
individual retirement account or as custodian for their children, and all of the
1,240,634  shares  owned  by  Micco  Corporation.  See  Note  (7).

     (10)  The number of shares shown as beneficially owned by Charles C. Mickel
includes  256,210 shares owned by him directly or as custodian for his children,
100  shares  owned  by  his  wife and all of the 1,240,634 shares owned by Micco
Corporation.  See  Note  (7).

     (11)     C.  C.  Guy  is  a  director of the Company.  The number of shares
shown  as  beneficially  owned  by C. C. Guy includes 18,968 shares owned by his
wife,  as  to  which  shares  Mr.  Guy  disclaims  beneficial  ownership.

     (12)  Ms. Greer is Vice President and Secretary of the Company.  The number
of  shares shown as beneficially owned by Ms. Greer includes approximately 1,214
shares  allocated  to her account in the 401(k) Plan.  Ms. Greer is fully vested
in  the  shares  allocated  to  her account in the 401(k) Plan.  Included in the
table  are 16,875 unissued shares covered by options that are exercisable within
60  days  after  September  17, 1999 and 6,000 shares covered by incentive stock
awards  that  may  be  exercisable  within  60  days  after  September 17, 1999.
Excluded  from  the  table are 5,625 unissued shares covered by options that are
not  exercisable  within  60  days  after  September  17,  1999.

     (13)  Mr.  Humphreys is President of Delta Apparel Company, a division of a
subsidiary of Delta Woodside, and Vice President-Finance and Assistant Secretary
of  the  Company.  The  number  of  shares  shown  as  beneficially owned by Mr.
Humphreys  includes  approximately  1,138 shares allocated to his account in the
401(k)  Plan.  Mr.  Humphreys  is  fully  vested  in the shares allocated to his
account.  Also  included  are  approximately  1,752  shares  allocated  to  Mr.
Humphreys' account in Delta Woodside's Employee Stock Purchase Plan. Included in
the  table  are  16,875  unissued shares covered by options that are exercisable
within  60  days  after September 17, 1999 and 6,000 shares covered by incentive
stock  awards  that  may be exercisable within 60 days after September 17, 1999.
Excluded  from  the  table are 5,625 unissued shares covered by options that are
not  exercisable  within  60  days  after  September  17,  1999.

     (14)  Mr. Stevens was Vice President-International of the Company until his
retirement  in  July  1999.  The number of shares shown as beneficially owned by
Mr.  Stevens  includes  approximately 19,576 shares held in an IRA account.  The
number of shares shown as beneficially owned by Mr. Stevens also includes 13,125
shares  directly  held  by his wife as to which Mr. Stevens disclaims beneficial
ownership.  Included  in  the  table are 6,000 shares covered by incentive stock
awards  that  may  be  exercisable  within  60  days  after  September 17, 1999.

     (15)  Includes all shares  deemed  to  be beneficially owned by any current
director or executive officer.  Includes 3,794 shares of Delta Woodside's common
stock  held for the executive officers on the September 17, 1999 record date for
the  Delta  Woodside Annual Meeting by the 401(k) Plan.  Each participant in the
401(k)  Plan has the right to direct the manner in which the trustee of the Plan
votes  the  shares  held  by  the  401(k)  Plan  that  are  allocated  to  such
participant's  account.  Except for shares as to which such a direction is made,
the  shares  held  by  the  401(k) Plan will not be voted.  The number of shares
shown  in  the table includes an aggregate of 119,150 unissued shares subject to
employee stock options or incentive stock awards held by executive officers that
are  or  may be exercisable within 60 days or less, but excludes 60,625 unissued
shares subject to employee stock options held by executive officers that are not
exercisable  within  60  days.

     (16)  Less  than  one  percent.
</TABLE>


                                       43
<PAGE>
ITEM  13.  CERTAIN  RELATIONSHIPS  AND  RELATED  PARTY  TRANSACTIONS
---------  ---------------------------------------------------------

     The  Rainsford  Yarn  Plant  of the Company sells yarn to the subsidiary of
Delta  Woodside  that manufactures and sells apparel.  During fiscal years 1997,
1998,  and  1999  these  sales  of  yarn aggregated $22,015,000, $17,687,000 and
$29,560,000,  respectively.  The  Company's  Stevcoknit  Fabric's operation (now
discontinued)  also sold knit fabric to such subsidiary of Delta Woodside during
fiscal  years 1997 and 1998.  These sales aggregated $7,855,000, and $3,976,000,
respectively.  During  these  periods until the end of March 1997, all such yarn
sales  were  at  a  price  equal to cost plus $0.01 per pound.   All such fabric
sales,  and  all  yarn  sales  made since March 1997, were and have been made at
prices deemed by the Company and Delta Woodside to approximate market value.  In
connection with the foregoing pricing policies on yarn sales, through March 1997
the  apparel manufacturing subsidiary of Delta Woodside also maintained with the
Company's  knitted  fabrics  division  a  non-interest  bearing  deposit  which
aggregated $11.2 million at June 29,1996.  Effective May 7, 1997, Delta Woodside
adopted  a  written  policy  statement  governing  the  pricing of inter-company
transactions.  Among  other  things,  such  policy  statement  provides that all
inter-company  sales  and  purchases  will be settled at market value and terms.

     Delta Woodside provides various services to the Company, including payroll,
accounting, internal audit, employee benefits and services.  These services have
been  charged on the basis of Delta Woodside's cost and allocated to the Company
based  on employee headcount, computer time, projected sales and other criteria.
During  fiscal  years  1997,  1998, and 1999, Delta Woodside charged the Company
$3,302,000,  $2,838,000,  and  $2,753,000,  respectively,  for  these  services.
Effective  August  1,  1997,  the  Company  and  Delta  Woodside  entered into a
management  services  agreement  that  governs the use by the Company of and the
method of charging the Company for the services to be provided by Delta Woodside
to  the  Company  on  an  ongoing  basis.  Such  management  services  agreement
provides,  among  other things, that the Company may request that Delta Woodside
provide  such  executive, administrative, accounting and similar services as may
be  necessary  and appropriate for the operation of the Company.  The management
services  agreement  further  provides  that  Delta  Woodside shall provide such
services for a fee no greater than the lesser of: (a) the cost to the Company of
obtaining  such  services  from  a  unaffiliated  third party in an arm's length
transaction  or (b) the Company's pro rata share of Delta Woodside's actual cost
or  expense  incurred  in  connection  with providing such services (including a
reasonable  allocation  of  overhead  and other unallocated corporate cost) with
such  pro  rata  share  to  be  determined reasonably and in good faith by Delta
Woodside  in  accordance  with  the following formulas: in the case of benefits,
administration  and  payroll  cost and expenses based upon the average number of
employees  of  the  Company  during  the  immediately preceding four full fiscal
quarters  for  which  internal statements are available (the "Statement Period")
as  compared  to  the  average  number  of employees of the Delta Woodside Group
during  the  Statement  Period;  in the case of computer services based upon the
number  of  computer  processing  units  attributable  to the Company during the
Statement Period as compared to the total number of computer processing units of
the  Delta Woodside Group during the Statement Period; in the case of purchasing
cost  and  expenses based upon the number of purchase orders attributable to the
Company  during the Statement Period as compared to the total number of purchase
orders  of  the Delta Woodside Group during the Statement Period; in the case of
expenses  related  to  cotton  buying  services  based upon the number of cotton
orders  entered  into by or on behalf of the Company for the Statement Period as
compared  to  the  total number of cotton orders of the Delta Woodside Group for
the  Statement  Period;  in the case of accounting, tax, and internal audit cost
and  expenses  based  upon  the  amount of the bill of Delta Woodside's external
auditors  for  the Statement Period attributable to work related to the Company,
as  compared  to  the  total  bill of Delta Woodside's external auditors for the
Statement  Period;  and  in the case of cost and expenses for all other services
based  upon  the  total of Delta Woodside's revenues for the Statement Period as
compared  to revenues of the consolidated Delta Woodside Group for the Statement
Period.  The  management  services  agreement  further  provides  that letter of
credit  or  surety  bond  issuer  fees  and expenses incurred in connection with
workers  compensation  requirements  will  be borne by the Company in accordance
with  its  pro  rata  share  of  applicable  payroll  expenses.  Such management
services  agreement  may  be terminated at any time by any party thereto without
liability, except that the Company shall pay for all services provided up to and
including  the  date  such  agreement  is  terminated  and  all  other  amounts
attributable  to  the  period  prior  to  such  termination.


                                       44
<PAGE>
ITEM  13.  CONTINUED)
---------------------

     Effective  as of August 1, 1997 the Company and Delta Woodside entered into
an  income  tax  sharing  agreement.  Such income tax sharing agreement provides
that  Delta  Woodside  will  file  consolidated  federal,  and
may  file  consolidated state, local or foreign, income tax returns covering the
Company  and  the  other  members  of the Delta Woodside Group.  Such income tax
sharing  agreement  further provides that the Company will pay to Delta Woodside
an  amount  on each tax due date equal to the lesser of (a) the Company's income
tax  liability  had  the  Company  filed a separate tax return for the affiliate
group  (the  "Subsidiary  Group")  consisting  of  the  Company  and
the  Company's  subsidiaries or (b) the Subsidiary Group's pro rata share of the
Delta Woodside Group's aggregate income tax liability, calculating such pro rata
share  as  if  the  members  of  the Delta Woodside Group had filed separate tax
returns.  However,  any reduction in the amount payable by the Company resulting
from  net  operating  losses  ("NOL")  generated  by another subsidiary of Delta
Woodside  shall  be paid to Delta Woodside when such other subsidiary would have
otherwise  benefited  from such NOL if it were filing separate tax returns.  The
income  tax  sharing agreement also provides that Delta Woodside will credit the
Company  for  any  net  loss,  tax credit or refund of the Subsidiary Group that
reduces the tax liability of the Delta Woodside Group.  During fiscal years 1998
and  1999  the  Company  made  no  payments  to  Delta Woodside pursuant to this
agreement.

     For  further  information  on  transactions with affiliates by the Company,
see  Consolidated Statements of Cash Flows and Notes C and E to the Consolidated
Financial  Statements,  which  information  is incorporated herein by reference.


                                       45
<PAGE>
                                     PART IV

ITEM  14.  EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES  AND  REPORTS  ON
---------  ------------------------------------------------------------
FORM  8-K
---------


          (a) (1) and (2)     Financial  Statements  and  Financial  Statement
                              ------------------------------------------------
                              Schedules
                              ---------

                The  response  to this portion of Item 14 is set forth on page
          F-2 included  herein,  which  response  is  incorporated  herein  by
          reference.

          (3)   Listing  of  Exhibits:
                ----------------------

<TABLE>
<CAPTION>
<S>         <C>
3.1         Restated and Amended Certificate of Incorporation of Delta Mills, Inc.: Incorporated by reference
            to Exhibit 3.1 to the Registration Statement on Form S-4 of the Company and Delta Mills
            Marketing, Inc., File No. 333-37617 (the "S-4").
3.2         Bylaws of Delta Mills, Inc.: Incorporated by reference to Exhibit 3.2 to the S-4.
4.1         See Exhibits 3.1 and 3.2.
4.2         Indenture, dated as of August 25, 1997, by and among the Company, Delta Mills Marketing, Inc.
            and The Bank of New York, as Trustee, with respect to the Company's Series A and Series B 9-
            5/8% Senior Notes due 2007, $150,000,000 in aggregate principal amount, together with forms of
            certain related instruments, agreements and documents:  Incorporated by reference to Exhibit 4.2.6
            to the Current Report on Form 8-K/A of Delta Woodside Industries, Inc. with the date of
            September 25, 1997 (the "DWI 8-K/A").*
4.3.1       Credit Agreement dated as of August 25, 1997 among Delta Mills, Inc. as Borrower, certain
            subsidiaries of the Borrower from time to time party thereto, as guarantors, the several Lenders
            from time to time party thereto, NationsBank, N.A., as Administrative Agent, and BNY Financial
            Corporation, as Collateral Agent, together with forms of certain related instruments, agreements
            and documents (excluding schedules): Incorporated by reference to Exhibit 4.2.4 to the DWI 8-
            K/A.*  The Company agrees to furnish supplementally to the Securities and Exchange Commission
            a copy of any omitted schedules to such agreement upon request of the Commission.
4.3.2       First Amendment and Waiver Agreement dated as of May 11, 1998 respecting Credit Agreement
            dated as of August 25, 1997: Incorporated by reference to Exhibit 4.2.7 to the Form 10-Q of Delta
            Woodside Industries, Inc. for the quarter ended March 28, 1998.*
4.3.3       Second Amendment to Credit Agreement dated as of July 29, 1998 respecting Credit Agreement
            dated as of August 25, 1997: Incorporated by reference to Exhibit 4.2.4.2 to the Form 10-K of
            Delta Woodside Industries, Inc. for the year ended June 27, 1998.*
4.4         The Company hereby agrees to furnish to the Commission upon request of the Commission a copy
            of any instrument with respect to long-term debt not being registered in a principal amount less
            than 10% of the total assets of the Company and its subsidiaries on a consolidated basis.
10.1        Lease dated September 1, 1998, by and between Hammond Square, Ltd. and Delta Woodside
            Industries, Inc.: Incorporated by reference to Exhibit 10.1 to Form 10-K of Delta Woodside
            Industries, Inc. for the fiscal year ended July 3, 1999 (the "DWI 1999 10-K").*
10.2**      Delta Woodside Industries, Inc. Deferred Compensation Plan for Key Managers, Amended and
            Restated effective January 1, 1998, as amended: Incorporated by reference to Exhibit 10.2 to the
            DWI 1999 10-K.*
10.3.1**    Delta Woodside Industries, Inc. Incentive Stock Award Plan effective July 1, 1990: Incorporated
            by reference to Exhibit 10.1 to the Form 10-Q of Delta Woodside Industries, Inc. for the fiscal
            quarter ended March 31, 1990.*

                                       46
<PAGE>
ITEM  14(CONTINUED)
-------------------

10.3.2**    1995 Amendment to the Incentive Stock Award Plan effective as of November 9, 1995:  Incorporated
            by reference to Exhibit 10.3.1 to the Form 10-Q of Delta Woodside Industries, Inc. for the quarterly
            period ended December 30, 1995 (the "DWI 12/95 10-Q").*
10.3.3**    1997 Amendment to the Incentive Stock Award Plan effective as of November 6, 1997:  Incorporated
            by reference to Exhibit 99.1 to the Registration Statement on Form S-8 of Delta Woodside Industries,
            Inc. (File No. 333-45771).
10.4.1**    Delta Woodside Industries, Inc. Stock Option Plan effective as of July 1, 1990: Incorporated by
            reference to Exhibit 10.11 to the Form 10-K of Delta Woodside Industries, Inc. for the fiscal year
            ended June 30, 1990.*
10.4.2**    Amendment No. 1 to Stock Option Plan: Incorporated by reference to Exhibit 10.1 to the Form 10-Q of
            Delta Woodside Industries, Inc. for the quarterly period ended December 29, 1990 (the "DWI 12/90
            10-Q").*
10.4.3**    Amendment to Stock Option Plan: Incorporated by reference to Exhibit 10.9.2 to the Form 10-K of
            Delta Woodside Industries, Inc. for the fiscal year ended June 29, 1991 (the "DWI 1991 10-K").*
10.4.4**    1995 Amendment to Stock Option Plan effective as of November 9, 1995: Incorporated by reference to
            Exhibit 10.4.4 to the DWI 12/95 10-Q.*
10.4.5**    1997 Amendment to Stock Option Plan effective as of November 6, 1997: Incorporated by reference to
            Exhibit 99.1 to the Registration Statement on Form S-8 of Delta Woodside Industries, Inc. (File No.
            333-45767).
10.5        Stock Transfer Restrictions and Right of First Refusal Agreement between Delta Woodside Industries,
            Inc. and E. Erwin Maddrey, II: Incorporated by reference to Exhibit 10.2 to the DWI 12/90 10-Q.*
10.6        Stock Transfer Restrictions and Right of First Refusal Agreement between Delta Woodside Industries,
            Inc. and Bettis C. Rainsford: Incorporated by reference to Exhibit 10.3 to the DWI 12/90 10-Q.*
10.7.1**    Summary of Delta Woodside Industries, Inc. Director Charitable Giving Program: Incorporated by
            reference to Exhibit 10.11 to the Form 10-K of Delta Woodside Industries, Inc. for the fiscal year
            ended June 27, 1992 (the "DWI 1992 10-K").*
10.7.2**    Resolution to amend Director Charitable Giving Program dated February 2, 1995:  Incorporated by
            reference to Exhibit 10.7.1 to the Form 10-Q of Delta Woodside Industries, Inc. for the quarterly
            period ended March 31, 1995.*
10.8.1**    Directors Stock Acquisition Plan: Incorporated by reference to Exhibit 10.14 to the DWI 1991 10-K.*
10.8.2**    Amendment to Directors Stock Acquisition Plan, dated April 30, 1992: Incorporated by reference to
            Exhibit 10.12.2 to the DWI 1992 10-K.*
10.9**      Delta Woodside Industries, Inc. Long Term Incentive Plan: Incorporated by reference to Exhibit 10.2
            to the Registration Statement on Form S-4 of the Company (File No. 333-37617).
10.10       Purchase Agreement Relating to $150 million in aggregate principal amount of the Company's 9-5/8%
            Senior Notes due 2007, dated August 20, 1997, by and among the Company, Delta Mills Marketing,
            Inc. and NationsBanc Capital Markets, Inc.: Incorporated by reference to Exhibit 1.1 of the S-4.
10.11       Registration Rights Agreement, dated as of August 25, 1997, by and among the Company, Delta Mills
            Marketing, Inc. and NationsBanc Capital Markets, Inc.:  Incorporated by reference to Exhibit 1.2 of the
            S-4.
10.12**     Letter dated December 14, 1998 to Robert W. Humphreys: Incorporated by reference to Exhibit 10.10
            to the Form 10-Q/A of Delta Woodside Industries, Inc. for the quarterly period ended December 26,
            1998 (the "DWI 12/98 10-Q").*
10.12.1**   Letter dated April 22, 1999 to Robert W. Humphreys: Incorporated by reference to Exhibit 10.12.1 to
            the DWI 1999 10-K.*
10.13**     Letter dated December 14,1998 to Jane H. Greer: Incorporated by reference to Exhibit 10.11 to the
            DWI 12/98 10-Q.*
10.14**     Letter dated June 8, 1998 to Douglas J. Stevens: Incorporated by reference to Exhibit 10.14 to the DWI
            1999 10-K.*


                                       47
<PAGE>
ITEM  14(CONTINUED)
-------------------


10.15       See Exhibits 4.2, 4.3.1, 4.3.2 and 4.3.3.
21          Subsidiaries of the Company.
23          Report on Schedule by Independent Auditors'.
27          Financial Data Schedule.
<FN>
*           All  reports  previously filed with the Commission by Delta Woodside Industries, Inc. pursuant to the Exchange
            Act  and  rules  and  regulations promulgated thereunder, exhibits of which are incorporated by reference into
            This Report,  were  filed  under  Commission  File  No.  1-10095.

**          This  is  a  management  contract  or  compensatory  plan  or  arrangement.
</TABLE>


          (b)         Reports on Form 8-K
                      -------------------

                      The Company filed a Form 8-K with date of June 25, 1999.
                      Items reported were:
                           Item 5. Other Events
                           Item 7. Financial statements and exhibits

          (c)         Exhibits
                      --------

                      The response to this portion of Item 14 is submitted as a
                      separate section of this report.

          (d)         Financial Statement Schedules
                      -----------------------------

                      Not applicable





                                       48
<PAGE>
SIGNATURES
----------

Pursuant  to  the requirements of Section 13 or 15(d) 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.

     DELTA  MILLS,  INC.


          9/30/99                    /s/  E.  Erwin  Maddrey,  III
          -------                    -----------------------------------------
           Date                      E.  Erwin  Maddrey,  II
                                     President,  Chief  Executive  Officer
                                     and  Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has  been  signed below by the following persons on behalf of the registrant and
in  the  capacities  and  as  of  the  dates  indicated.




/s/  C.  C.  Guy     9/30/99         /s/  E.  Erwin  Maddrey,  II      9/30/99
----------------     -------         -----------------------------------------
C.  C.  Guy                          E.  Erwin  Maddrey,  II     Date
Director                             President,  Chief  Executive  Officer
                                     and  Director





/s/  Buck  A.  Mickel     9/30/99    /s/  Bettis  C. Rainsford     9/30/99
---------------------     -------    -----------------------------------------
Buck  A.  Mickel                     Bettis  C.  Rainsford     Date
Director                             Director





                                     /s/  Robert  W.  Humphreys     9/30/99
                                     -----------------------------------------
                                     Robert  W.  Humphreys
                                     Vice  President-Finance  and
                                     Assistant  Secretary





                                       49
<PAGE>

                 EXHIBIT INDEX


21     Subsidiaries  of  the  Company.

23     Report  on  Schedule  by  Independent  Auditors'.

27     Financial Data Schedule.




<PAGE>
                      ITEM 14 (a) (1) and (2), (c) and (d)

         LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

                                CERTAIN EXHIBITS

                          FINANCIAL STATEMENT SCHEDULES

                             YEAR ENDED JULY 3, 1999

                                DELTA MILLS, INC.

                           GREENVILLE, SOUTH CAROLINA







                                       F-1
<PAGE>
FORM  10-K--ITEM  14(a)(1)  AND  (2)

DELTA  MILLS,  INC.

LIST  OF  FINANCIAL  STATEMENTS  AND  FINANCIAL  STATEMENT  SCHEDULES


The following consolidated financial statements of Delta Mills, Inc. and for the
Year  ended  July  3,  1999  are  incorporated  by  reference  in  Item  8:

     Consolidated  balance  sheets-July  3,  1999  and  June  27,  1998.

     Consolidated  statements  of  operations--Years ended July 3, 1999 and June
     27,  1998,  and  June  28,1997.

     Consolidated  statements of shareholder's equity-- Years ended July 3, 1999
     and  June  27,  1998,  and  June  28,1997.

     Consolidated  statements  of  cash flows-- Years ended July 3, 1999 and
     June  27,  1998,  and  June  28,1997.

     Notes  to  consolidated  financial  statements.

The  following consolidated financial statement schedule of Delta Mills, Inc. is
included  in  Item  14(d):

     Schedule  II  --  Valuation  and  qualifying  accounts


All  other  schedules  for  which provision is made in the applicable accounting
regulation  of the Securities and Exchange Commission are not required under the
related  instructions  or  are  inapplicable,  and  therefore have been omitted.
Columns  omitted  from schedules filed have been omitted because the information
is  not  applicable.






                                       F-2
<PAGE>
<TABLE>
<CAPTION>
                                        SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
                                                         DELTA MILLS, INC.


COL. A                                COL. B           COL. C                                COL. D          COL. E
----------------------------------  -----------  ------------------  -------------------  -------------  ---------------
                                                     ADDITIONS
                                                 ---------------------------------------
                                    Balance at
         DESCRIPTION                 Beginning          (1)                  (2)           Deductions    Balance at End
                                     of Period    Charged to Costs    Charged to Other      Describe        of Period
                                                    and Expenses      Accounts-Describe
----------------------------------  -----------  ------------------  -------------------  -------------  ---------------
<S>                                 <C>          <C>                 <C>                  <C>            <C>

Deducted from asset accounts
  Allowance for Doubtful Accounts:

Year ended July 3, 1999             $   246,000                      $         45,000(1)                 $       291,000
                                    ===========                      ===================                 ===============

Year ended June 27, 1998            $   128,000                      $        118,000(1)                 $       246,000
                                    ===========                      ===================                 ===============

Year ended June 28, 1997            $    99,000                      $         29,000(1)                 $       128,000
                                    ===========                      ===================                 ===============

Inventory reserves:

Year ended July 3, 1999             $ 3,452,000                                           $2,105,000(2)  $     1,347,000
                                    ===========                                           =============  ===============

Year ended June 27, 1998            $ 2,638,000  $         814,000                                       $     3,452,000
                                    ===========  =================                                       ===============

Year ended June 28, 1997            $ 5,322,000                                           $2,684,000(2)  $     2,638,000
                                    ===========                                           =============  ===============
<FN>
NOTES:
(1)  Net  change  in  sales  allowances  charged  to  income  as  a  reduction  of  sales.
(2)  Deducted  from  costs  and  expenses.
</TABLE>






<PAGE>