DELTA APPAREL, INC.
              INCORPORATED UNDER THE LAWS OF THE STATE OF GEORGIA


DA ____________                                              Shares
COMMON STOCK                                          SEE REVERSE FOR
THIS CERTIFICATE IS TRANSFERABLE IN                 CERTAIN DEFINITIONS
NEW YORK, NEW YORK OR                               CUSIP 247368 10 3
CHARLOTTE, NORTH CAROLINA



This is to certify that

is the owner of

 FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $0.01, OF

Delta Apparel, Inc. transferable on the books of the Corporation in person or by
duly authorized  Attorney upon surrender of this Certificate  properly endorsed.
This  Certificate  is not valid until  countersigned  by the Transfer  Agent and
registered by the Registrar.

Witness the facsimile seal of the  Corporation  and the facsimile  signatures of
its duly authorized officers.


Dated:

VICE PRESIDENT AND SECRETARY.             PRESIDENT AND CHIEF EXECUTIVE OFFICER.

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


<PAGE>


DELTA APPAREL, INC.

This certificate also evidences and entitles the holder hereof to certain Rights
as set forth in a Shareholder  Rights Agreement between Delta Apparel,  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 Delta
Apparel, 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.  Delta Apparel,  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 tenents by the entireties                       Cust.          Minor
JT TEN- as joint tenants with right of              under Uniform Gift 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

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            (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)

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-----------------------------------------------------------------------   shares

of the  capital  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:

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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. KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED
OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO
THE ISSUANCE OF A REPLACEMENT CERTIFICATE.