DUCK HEAD APPAREL COMPANY, INC.
                         INCORPORATED UNDER THE LAWS OF
                              THE STATE OF GEORGIA

      NUMBER                                                          SHARES
DH ____________                                                      ________
THIS CERTIFICATE IS TRANSFERABLE IN                              SEE REVERSE FOR
NEW YORK, NEW YORK OR                                        CERTAIN DEFINITIONS
CHARLOTTE, NORTH CAROLINA                                    CUSIP




THIS CERTIFIES THAT


IS THE OWNER OF

           FULLY PAID SHARES OF THE COMMON STOCK, PAR VALUE $0.01, OF

                        DUCK HEAD APPAREL COMPANY, INC.

transferable  on the books of the  Corporation by the holder hereof in person or
by  duly  authorized  Attorney  upon  surrender  of  this  Certificate  properly
endorsed.
This  Certificate  is not  valid  unless  countersigned  and  registered  by the
Transfer Agent and Registrar.
Witness the facsimile seal of the  Corporation  and the facsimile  signatures of
the duly authorized officers.

Dated: _________________

COUNTERSIGNED AND REGISTERED:
FIRST UNION NATIONAL BANK
(CHARLOTTE, NORTH CAROLINA)
TRANSFER AGENT
AND REGISTRAR
BY ________________________
AUTHORIZED SIGNATURE


/s/ K. Scott Grassmyer                           Robert D. Rockey
-----------------------------                    -----------------------------
SECRETARY                                        CHAIRMAN OF THE BOARD



<PAGE>


                        Duck Head Apparel Company, Inc.

This certificate also evidences and entitles the holder hereof to certain Rights
as set  forth in a  Shareholder  Rights  Agreement  between  Duck  Head  Apparel
Company,  Inc.  and First Union  National  Bank,  as Rights  Agent,  dated as of
January  27,  2000 (the  "Rights  Agreement"),  the  terms of which  are  hereby
incorporated herein by reference and a copy of which is on file at the principal
offices of Duck Head Apparel Company, Inc. Under certain  circumstances,  as set
forth in the  Rights  Agreement,  such  Rights  will be  evidenced  by  separate
certificates  and will no longer be  evidenced  by this  certificate.  Duck Head
Apparel Company,  Inc. will mail to the holder of this certificate a copy of the
Rights Agreement,  as in effect on the date of mailing,  without charge promptly
after receipt of a written request therefor. Under certain circumstances, Rights
issued to Acquiring Persons or any Affiliates or Associates  thereof (as defined
in the Rights  Agreement)  and any  subsequent  holder of such Rights may become
null and void.

     The following  abbreviations,  when used in the  inscription on the face of
this  certificate,  shall be  construed  as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common           UNIF GIFT MIN ACT-......Custodian .....
TEN ENT - as tenants by the entireties                     Cust.           Minor
JT TEN - as joint tenants with right of            under Uniform Gifts to Minors
         survivorship and not as tenants           Act ............
         in common                                      (State)


    Additional abbreviations may also be used though not in the above list.


FOR VALUE RECEIVED, ______________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

______________________________

________________________________________________________________________________
             (Please print or typewrite name and address including
                          postal zip code of assignee)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________  shares

of the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint

_______________________________________________________________________ Attorney

to transfer  the said stock on the books of the within named  Corporation,  with
full power of substitution in the premises.

Dated ______________________________

NOTICE: _________________________________________________
THE SIGNATURE TO THIS  ASSIGNMENT  MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
THE  FACE  OF  THE  CERTIFICATE  IN  EVERY  PARTICULAR,  WITHOUT  ALTERATION  OR
ENLARGEMENT OR ANY CHANGE WHATEVER.


SIGNATURE(S) GUARANTEED: _________________________________________
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED  SIGNATURE  GUARANTEE  MEDALLION  PROGRAM),  PURSUANT TO S.E.C. RULE
17Ad-15.