SECURITIES AND EXCHANGE COMMISSION  Washington, D.C. 20549


FORM 40-F

|||  | Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934   
|--- | ---------------------------------------------------------------------------------------
|or 
||Ö| | Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

|**For Fiscal year ended: October 5, 2003** | **Commission File number: 01-14830**
|------------------------------------------ | ------------------------------------

GILDAN ACTIVEWEAR INC. (Exact name of registrant as specified in its charter)  Québec, Canada(Province or other jurisdiction of incorporation or organization)2200, 2250, 2300(Primary standard industrial classification code number, if applicable)
          
          Not Applicable(I.R.S. employer identification number, if applicable)725 Montée de Liesse, Montréal, Québec, Canada H4T 1P5, (514) 735-2023(Address and telephone number of registrants principal executive office) Puglisi **& Associates, 850 Library Avenue, Suite 204, P.O. Box 885, Newark, Delaware 19715, (302) 738-6680**(Name, address and telephone number of agent for service in the United States) Securities registered pursuant to Section 12(b) of the Act: Title of each class
          Name of each exchange on which registeredClass A Subordinate Voting Shares,
          The New York Stock Exchangewithout par value
          The Toronto Stock Exchange  Securities registered or to be registered pursuant to Section 12(g) of the Act:
          **None**Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
          **None** For annual reports, indicate by check mark the information filed with this form:


||Ö| Annual Information Form | |Ö|Audited Annual Financial Statements
|--------------------------- | --------------------------------------

Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the 
    period covered by the annual report: Class A Subordinate
      Class B MultipleVotingVoting Shares: 23,425,966
      Shares: 6,094,000


|Yes || | No |Ö|
|------ | ------

|Yes |Ö| | No ||
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GILDAN
  ACTIVEWEAR INC.







ANNUAL INFORMATION
FORM
for
  the year ended October 5, 2003





February
  20, 2004

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GILDAN
  ACTIVEWEAR INC.

TABLE
OF CONTENTS TO ANNUAL INFORMATION FORM

|                                                              |         
|------------------------------------------------------------- | --------
|                                                              | **Page**
|                                                              |         
|**ITEM 1 — COVER PAGE**                                       |         
|**ITEM 2 — CORPORATE STRUCTURE**                              |         
|**A — NAME AND INCORPORATION**                                |         
|**B — INTERCORPORATE RELATIONSHIPS**                          |         
|**ITEM 3 — GENERAL DEVELOPMENT OF THE BUSINESS**              |         
|**A — THREE YEAR HISTORY**                                    |         
|**B — SIGNIFICANT ACQUISITIONS AND SIGNIFICANT DISPOSITIONS** |         
|**C — TRENDS**                                                |         
|**ITEM 4 — NARRATIVE DESCRIPTION OF THE BUSINESS**            |         
|**A — BUSINESS OVERVIEW**                                     |         
|**B — PROPERTY, PLANTS AND EQUIPMENT**                        |         
|**C — RISK FACTORS**                                          |         
|**D — EMPLOYEES**                                             |         
|**ITEM 5 — SELECTED CONSOLIDATED FINANCIAL INFORMATION**      |         
|**A — ANNUAL INFORMATION**                                    |         
|**B — QUARTERLY INFORMATION**                                 |         
|**C — DIVIDENDS**                                             |         
|**ITEM 6 — MANAGEMENT'S DISCUSSION AND ANALYSIS**             |         
|**ITEM 7 — MARKET FOR SECURITIES**                            |         
|**ITEM 8 — DIRECTORS AND OFFICERS**                           |         
|**ITEM 9 — ADDITIONAL INFORMATION**                           |         
|**A — MEMORANDUM AND ARTICLES OF ASSOCIATION**                |         
|**B — RELATED PARTY TRANSACTIONS**                            |         
|**C — EXCHANGE CONTROLS**                                     |         
|**D — TAXATION**                                              |         
|**E — OTHER SOURCES OF ADDITIONAL INFORMATION**               |         



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****Except
  as otherwise indicated, the information contained herein is given as of January
  31, 2004, and all dollar amounts set forth herein are expressed in Canadian
dollars.

*****In this annual information form, "**Gildan**", the "**Corporation**", or the words "**we**", "**our**" and "**us**" refer, depending on the context, either to Gildan Activewear Inc. or to Gildan Activewear Inc. together with its subsidiaries.*

****The
information appearing in the relevant extracts of the documents listed below is
incorporated herein by reference:

****
               2003 Notice of Annual and Special Meeting of Shareholders and Management
Proxy Circular (the Circular).

****This
Annual Information Form contains certain forward-looking statements, which are
based on Gildans current expectations, estimates, projections and
assumptions and were made by Gildan in light of its experience and its
perception of historical trends. All statements that address expectations or
projections about the future, including statements about Gildans strategy
for growth, commodity prices, costs, operating or financial results, are
forward-looking statements. Some of the forward-looking statements may be
identified by words like expects, anticipates,
plans, intends, believes,
projects, could and similar expressions. These
statements are not guarantees of future performance and involve a number of
risks, uncertainties and assumptions. Gildans actual results may differ
materially from those expressed or implied by its forward-looking statements as
a result of known and unknown risks, uncertainties and other factors.

**ITEM 2 — CORPORATE STRUCTURE** ****A****—****Name
  and Incorporation


**** We
were incorporated on May 8, 1984 pursuant to the Canada Business
Corporations Act under the name of Textiles Gildan Inc. At our inception, we
focused our activities on the manufacture of textiles and produced and sold
finished fabric as a principal product line. In 1992, we redefined our operating
strategy and, by 1994, our operations focused exclusively on the manufacture and
sale of activewear for the wholesale distribution market.





****In
March 1995, we changed our name to Gildan Activewear Inc./Les Vêtements de
Sports Gildan Inc. In June 1998, in conjunction with our initial public
offering, we filed Articles of Amendment to, among other things, remove the
private company restrictions contained in our charter documents and change the
structure of our authorized share capital. In February 2001, we filed Articles
of Amendment to amend the attributes of the Class B Multiple Voting Shares. In
February 2002, we filed Articles of Amendment to increase the maximum number of
directors from 11 to 15.

**** On February 5, 2004,  Gildan amended its Articles in
order to provide for the possibility of holding annual meetings of shareholders
at places outside Canada and to change the province or territory in Canada where
the registered office is to be situated from Montreal Urban Community
(Province of Québec) to Province of Québec.


****Our
principal executive offices are located at 725 Montée de Liesse,
Montreal, Québec, Canada H4T 1P5, and our telephone number at that
address is (514) 735-2023.

****B****—****Intercorporate Relationships

****We have eighteen directly or indirectly wholly-owned subsidiaries:

|********• | *Gildan Activewear SRL*, a Barbados corporation, which is responsible for all of our non-Canadian sales and related activities, such as contract manufacturing, warehousing, distribution, marketing and customer service;
|--------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|          |                                                                                                                                                                                     
|--------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|********• | ***Gildan Activewear Properties (BVI) Inc.***, a British Virgin Islands corporation, which owns the facility in Barbados that houses the executive offices of Gildan Activewear SRL;



1

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********•
               ***Gildan Activewear (Central America) Inc.***, a Barbados corporation, which is the holding company for Gildan Activewear El Progreso, S.A., Gildan Activewear San José, S.A., Gildan Activewear San Miguel, S.A., Gildan Activewear (Clercine), S.A. and Gildan Activewear (San Marcos), S.A.;********•
               ***Gildan Activewear El Progreso, S.A.***, a Honduran corporation, which operates a sewing facility in Honduras;********•
               ***Gildan Activewear San José, S.A.***, a Honduran corporation, which operates a second sewing facility in Honduras;********•
               ***Gildan Activewear San Miguel, S.A.***, a Honduran corporation, which operates a third sewing facility in Honduras;********•
               ***Gildan Activewear (Clercine), S.A.***, a Haitian corporation, which operates a sewing facility in Haiti;********•
               ***Gildan Activewear (San Marcos), S.A.***, a Nicaraguan corporation, which will operate a sewing facility in Nicaragua;********•
               ***Gildan Activewear (US Holdings) Inc.***, a Florida Corporation, which owns 50% of Cedartown Manufacturing LLC;********•
               **Gildan Activewear (Mexico) Inc.**, a Barbados corporation, which is the holding company for Gildan Activewear Castaños, S. de R.L. de C.V.;********•
               ***Gildan Activewear Castaños, S. de R.L. de C.V.***, a Mexican corporation, which operates two sewing facilities in Mexico;********•
               ***Gildan Activewear Malone, Inc.***, a New York corporation, which operates a cutting facility in Bombay, New York;********•
               ***Gildan Activewear Honduras Textiles Company, S.A. (Hontex)***, a Honduran corporation, which operates our integrated textile facility in Rio Nance, Honduras;********•
               ***Gildan Activewear Distribution Inc.***, a Barbados corporation, which is the holding company for Gildan Activewear (UK) Limited and Gildan Activewear (Eden), Inc.;********•
               Gildan Activewear (UK) Limited, a UK corporation, which is responsible for sales and distribution for our European and Asia/Pacific markets;************•
               ***Gildan Activewear (Eden), Inc.***, a North Carolina corporation, which operates our Eden, North Carolina distribution facility; ********•
               ***Gildan Activewear Dominican Republic Textile Company Inc.***, a Barbados corporation, which will operate our new integrated textile facility in the Dominican Republic; and  ************•
               ***Gildan Activewear Properties (Dominican Republic) Inc.***, a Barbados corporation, which owns the real estate where our new integrated textile facility will be located in the Dominican Republic. ****In addition, we announced on November 11, 2003 that we had formed a joint venture company with Frontier Spinning Mills, Inc., a major U.S. yarn manufacturer (Frontier). This new company, called Cedartown Manufacturing, LLC, a Delaware limited liability company, operates a yarn spinning facility in Cedartown, Georgia. Gildan and Frontier each own a 50% voting and equity interest in Cedartown Manufacturing, LLC.  2  **ITEM 3 — GENERAL DEVELOPMENT OF THE BUSINESS********A — Three Year History**


****Over
the past three fiscal years, we have continued the expansion of our
manufacturing capacity and invested in the acquisition of modern, automated
equipment for all aspects of our manufacturing process to maximize production
and achieve high efficiency rates, while also continuing to vertically integrate
our operations. In this context, we have spent approximately $187 million in the
last three fiscal years on such improvements. For changes in our business that
are expected to occur during fiscal 2004, see Item 4  Business
Overview  Growth Strategy.

Yarn Spinning





****In
fiscal 2001, we invested an aggregate amount of $8.6 million in a yarn spinning
plant in Long Sault, Ontario which we acquired in June 2001. We invested an
additional $22.1 million in new equipment for this facility in fiscal 2002 and a
further $8.6 million in fiscal 2003. In fiscal 2002, we purchased a second yarn
spinning plant in Montreal, Québec for an aggregate cost of $12.8
million. We invested an additional $4.3 million in new equipment for this
facility in fiscal 2003. The two Canadian plants provided virtually all of the
commodity yarn requirements of the Canadian textile manufacturing facilities
during fiscal 2003.

**** On
November 11, 2003, we announced that we had formed a 50%/50% owned joint venture
company with Frontier, and that the new joint venture company had acquired all
of the assets of an existing yarn spinning facility located in Cedartown,
Georgia. The total cost of the equipment and real estate for the Cedartown
acquisition, including Frontiers 50% share of the investment, amounted to
U.S. $12.5 million.





Textile
Manufacturing

**** In
fiscal 2001, we began the construction of our world class knitting, bleaching,
dyeing, finishing and cutting facility in Rio Nance, Honduras, where we had
invested an aggregate amount of $7.2 million by the end of fiscal 2001. We
invested a further $24 million in fiscal 2002 and an additional $31.7 million in
fiscal 2003. The site is strategically located within our Central American
regional manufacturing hub. Production began at this new facility during the
last quarter of fiscal 2002 and successfully ramped-up during fiscal 2003. We
anticipate spending an additional amount of approximately $27.1 million in
fiscal 2004, which would bring the overall cost of the Rio Nance facility to $90
million.





****In
fiscal 2001, we spent $13.2 million to purchase our knitting facility in
Montreal, Québec and to modernize it as well as our dyeing and finishing
facilities, mostly in Valleyfield, Québec. See Item 9 
Additional Information  Related Party Transaction  Purchase of Ville
Saint-Laurent Facility.

Sewing





****In
fiscal 2001, we spent $7.5 million in sewing equipment and completed the
construction of our sewing facility in Castaños, Mexico, which began
production in February 2001. During fiscal 2003, we began production in a new
sewing facility located in Port-au-Prince, Haiti. We spent $3.1 in new
equipment for this facility in fiscal 2003.

****In May 2003, we closed our Montreal sewing plant, which at the time provided approximately 2% of our overall sewing requirements, as this plant was no longer cost competitive or economically viable in relation to a global competitive environment.

Distribution


**** In fiscal 2001, we invested approximately $10 million to complete the construction of our distribution center located in Eden, North Carolina, which opened in January 2001.





****In April and November 2003 and January 2004 respectively, we opened three new distribution centers in Bletchley, United Kingdom, Brisbane, Australia and Meer, Belgium, through third party agreements.





3

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****B****—****Significant
Acquisitions and Significant Dispositions

**** For
a discussion of Gildans significant acquisitions, reference is made to
Item 3  General Development of the Business  Three Year
History.


****C****—****Trends


****For
  an outline of inherent risks and uncertainties associated with our business,
  reference is made to (i) the section entitled Managements Discussion
  and Analysis of Financial Condition and Results of Operations on pages 26
  to 34 of our 2003 Annual Report, which is incorporated herein by reference and
  (ii) Item 4  Narrative Description of the Business  Risk
  Factors of this annual information form. **ITEM 4 — NARRATIVE DESCRIPTION OF THE BUSINESS**


****A****—**Business Overview**


****We
are a rapidly growing, vertically-integrated manufacturer and marketer of
premium quality basic activewear for sale principally into the wholesale
imprinted activewear market in the Canadian, United States, European and other
international apparel markets. Until fiscal 2000, our sales were exclusively in
Canada and in the United States. During the past four years we established a
strong base for future growth in Europe, where, as of January 31, 2004, we have
set up a network of 37 distributors in 19 countries. We have also
recently entered the Australian market, where we opened a new distribution
center operated by a third party in November 2003. We manufacture and sell
premium quality 100% cotton T-shirts and 50% cotton/50% polyester T-shirts,
placket collar sport shirts and premium quality fleece products in a variety of
weights, sizes, colors and styles. We sell our products as blanks,
which are ultimately decorated with designs and logos for sale to customers.

**** Over
the past several years, we have significantly increased our sales and earnings.
From fiscal 1993 through fiscal 2003, our sales grew from $30.9 million to
$630.1 million, representing a compounded annual growth rate of 35.2%.





****Our
sales growth was supported by the continuing expansion of our manufacturing
capacity. In fiscal 2003, our sales increased to 22.6 million dozen,
compared with 19.4 million dozen in the previous fiscal year. Moreover, we
are expanding our capacity to accommodate annual production of 40 million
dozen by 2008, principally through the development of a second integrated
regional manufacturing hub in the Dominican Republic and in Haiti. The
Corporation has acquired sufficient land to implement further major capacity
expansion in the Dominican Republic, in order to have additional capacity in
place by the end of 2008. All of our new capacity is being added at the low end
of the cost curve, reflecting our commitment to grow using the latest
state-of-the-art manufacturing technology. Our mission is to constantly
reinforce our position as the low-cost producer and leading marketer ofpremium
quality basic activewear in all the geographical markets which we serve.

Operating Strategy

**** We believe that our focus on low-cost manufacturing, our distributor relationships and our reputation for premium quality are the reasons we have been able to rapidly increase our market presence and establish our market leadership in the imprinted sportswear market. We attribute our strong operating performance to our strategy, which is composed of the following principal components:


****Emphasis on Premium Quality Products.We offer our products in a wide variety of weights, sizes, colors and styles. All of our products are made with pre-shrunk fabric, feature premium details such as topstitched seamless collars and double stitched hems, and are quarter-turned to eliminate the center crease. To ensure the premium quality of our products, we apply stringent quality control procedures at all stages of the production process, both at our facilities and those of our contractors.




4

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****Competitive
Pricing and Low-Cost Operations.We believe that our
combination of competitive prices and premium quality products provides superior
value to our customers. We are able to price our products competitively because
of our success in maintaining low production and operating costs. We accomplish
this by:

********•****
      increasing capacity by investing in modern, automated equipment and facilities;********•****
      expanding our capacity through the development of integrated regional hubs in the Caribbean Basin, Central America and Mexico, where we benefit from strategic********locations, favorable international trade agreements, excellent infrastructure and a qualified, cost-efficient labor force; and********•****
      focusing on producing a narrow range of basic product-lines in high-volume, which allows us to maximize production efficiencies. ****Controlled
Distribution to the Wholesale Channel.We limit the
number and monitor the quality of our wholesale distributors, which comprise the
largest component of our customer base. We believe that our focused strategy
enables us to: ********•****
      foster strong customer loyalty among our distributors and decorators;********•****
      establish influence over the marketing and orderly distribution of our products;********•****
      effectively plan and manage production; and********•****
      closely monitor fluctuations in demand. ****Modern,
Vertically-Integrated Operations.We knit, dye, cut
and finish our products at our own facilities. We also produce yarn which we use
in the manufacturing of our products. We believe that our modern,
vertically-integrated operations, which have been designed and developed to
support our operating strategy, provide us with the flexibility and efficiency
to meet our customers needs. We intend to continue to acquire modern,
automated equipment for all aspects of our manufacturing process to maximize
productivity and achieve high efficiency rates. The continuous re-investment in
our manufacturing facilities enables us to add capacity, reduce manufacturing
costs as well as monitor quality at all stages of the production process, thus
enabling us to maximize profit margins. During fiscal 2003, we continued the
successful ramp-up of our world-class integrated textile facility in Rio Nance,
Honduras. The site is strategically located within our Central American regional
manufacturing hub, which allows us to leverage our existing manufacturing
infrastructure and also reduce transportation costs. In addition, on November
11, 2003, we announced that we had formed a 50%/50% owned joint venture company
with Frontier, and that the new joint venture company had acquired all of the
assets of an existing yarn spinning facility located in Cedartown, Georgia.


****Experienced
  Management Team.Our senior executives have
  significant industry experience. We have complemented our senior management team
  by integrating managers who fit with our entrepreneurial culture, while also
  providing the depth and experience gained in other environments. We believe our
  management team is well positioned to take us to the next level of growth and
  strategic development. Growth Strategy
  **** We have a comprehensive long-term strategy to meet our stated objective of achieving 15-20% average annual growth in earnings per share. The main elements of this strategy are:
 ********•****
          Expanding our Central American regional manufacturing hub:  ****  Gildan plans during fiscal 2004 to further expand its Central American manufacturing hub. We intend to increase the production capacity of the Rio Nance facility, as well as start a new sewing plant in Nicaragua, for a combined capital investment of approximately U.S. $15 million.
 ********•****
          Developing a second vertically-integrated offshore regional manufacturing hub in the Dominican Republic and Haiti to add further low-cost offshore manufacturing capacity:
   5   ****We
have purchased an 18.8 million square foot tract of land in the Dominican
Republic on which we plan to construct a state-of-the-art knitting, bleaching
and cutting facility. The land purchased by Gildan is large enough to
accommodate an anticipated further major capacity addition on the same site. The
fabric manufactured will be sewn both in the Dominican Republic and in Haiti,
where Gildan already operates an integrated sewing plant and has established
relationships with external contractors.


**** Using
the experience and template of the Rio Nance facility recently constructed in
Honduras, Gildan plans to complete the construction of the first Dominican
Republic facility by the end of calendar 2004 and ramp–up to full capacity in
fiscal 2006. The scale of the new textile facility in the Dominican Republic
will be comparable to that of the Rio Nance facility, and the overall Dominican
Republic/Haiti integrated manufacturing hub will be based on the successful
model of Gildans integrated textile and sewing operations in Honduras. The
total capital cost of the first Dominican Republic facility is estimated to be
in the order of U.S. $60 million, to be spent primarily in fiscal 2004 and 2005.





****The
new capacity in the Dominican Republic/Haiti and Honduras/Nicaragua is expected
to be utilized primarily to support Gildans continuing sales growth and
market share targets in its existing products and its existing market channels,
as well as to further reduce its overall manufacturing cost structure.

**** We
anticipate that our projected organic unit sales growth for our existing
products in our existing geographical markets and existing primary market
channels will result in unit volume growth over the next 5 years to annual sales
in excess of 35 million dozen, an increase of more than 50% over fiscal 2003.
Our main focus during this period will be to achieve our market share targets
and optimize our overall cost structure in the wholesale imprinted sportswear
market. Other incremental growth opportunities in this market include leveraging
the Dominican Republic/Haiti hub to drive penetration of new geographical
markets, in particular the Asia/Pacific market, and further developing
Gildans private label programs for imprinted sportswear brands, which we
have already begun on an opportunistic basis.


********•****
       Expanding into the retail channel:  **** As
we continue to bring on further major new capacity additions subsequent to the
first Dominican Republic facility, we believe that the extension of our
wholesale brand into the retail channel of distribution will represent the most
attractive long-term strategy to leverage our existing manufacturing strengths
and core competencies, ensure our continuing long-term growth and strategic
development, and ultimately create maximum value for our shareholders. Over the
next 5 years, we plan to manage our entry into retail markets in a conservative
and gradual manner with the capacity that we have available, and build a solid
base from which to drive significant long-term penetration.


Industry
  Overview


****We
  focus principally on sales of T-shirts, placket collar sport shirts and fleece
  products in blank form, to the wholesale imprinted activewear
  market. Imprinted activewear is typically decorated with a
  screenprint or embroidered with a logo, design or character before it reaches
  the customer. Imprinted activewear is either branded or private label. Branded products reach consumers carrying the manufacturers label, whereas products sold on a private label basis reach consumers carrying the brand name of the customer.
 
 ****We believe that growth in the imprinted activewear market has been driven by several trends such as the following: ********•****
          consumer preference for casual attire and emphasis on physical fitness;********•****
          continued evolution of the entertainment/sports licensing and merchandising businesses;********•****
          a greater use and acceptance of casual dress in the workplace;********•****
          the growing use of activewear for uniform applications;********•****
          a growing consumer preference for apparel with a relaxed feel and look; and
  6


********•****
                        continued increases in tourism applications of activewear products. ****Furthermore,
    significant improvements in activewear apparel, ranging from enhanced product
    characteristics, such as pre-shrunk fabrics, improved fabric weight, blends and
    construction, to increased product variety, including new sizes, colors and
    styles, have enhanced consumer appeal. We believe these trends will continue to
    generate demand for activewear products for the foreseeable future.


**** However,
after a period of sustained growth, industry unit sales of T-shirts through the
U.S. distribution channel, as reflected in the S.T.A.R.S. report by ACNielsen
Market Decisions, declined by 3.4% in calendar 2001 mainly due to a fall-off in
corporate promotional spending due to the downturn in the overall economy.
Industry shipments recovered slightly in calendar 2002 and grew by 8.5% in
calendar 2003. Shipments of sport shirts have remained weak due to the downturn
in corporate promotional spending.





****The
activewear market is characterized by low fashion risk compared to many other
apparel markets. While opportunity exists for product innovations and
differentiation, basic garment styles generally are not driven by trends or
fads. The activewear industry is also characterized by significant barriers to
entry, including:

|********•**** | substantial capital expenditures required for vertically-integrated production;
|------------- | -------------------------------------------------------------------------------
|              |                                                                                
|********•**** | large investments in inventories and working capital;                          
|              |                                                                                
|********•**** | strong supplier relationships; and                                             
|              |                                                                                
|********•**** | established customer relationships.                                            

Products

****  Gildans
product offering focuses on core basic activewear styles, sold in a variety of
fabrics, weights and colors. Silhouettes include basic t-shirts, long sleeve
t-shirts, tank tops, pocket t-shirts, basic sport shirts, pocketed sport shirts,
crewneck sweatshirts, hooded sweatshirts and sweatpants. Each product category
is serviced by various labels (each indicative of a specific quality level or
fabric type) such a Ultra Cotton, Heavy Cotton and Ultra Blend. We
offer 100% cotton as well as 50% cotton/50% polyester products.


T-shirts


****T-shirts  represented  approximately  80.7% of our  sales in  fiscal  2003 and  83.5% in  fiscal  2002.  Our  primary  T-shirt
    offerings are the Gildan  Activewear  Ultra Cotton T-shirt (6.1 oz. per sq. yd.), the Gildan  Activewear  Heavyweight  Cotton T-shirt
    (5.4 oz. per sq. yd.) and the Gildan  Activewear  Ultra Blend T-shirt (5.6 oz. per sq. yd.). Each of these T-shirt lines  incorporates
    styles with enhanced features such as double stitched  necklines,  seamless collars,  taped neck and shoulders,  quarter-turned  bodies
    and superior  knit surfaces to enhance  printability  of the fabrics.  A variety of styles  complement  the basic adult t-shirt  styles
    within each label offering. Fleece Products
 ****In fiscal 2003 and in fiscal 2002, 10.1% and 8.7% of our sales, respectively, were derived from the sale of fleece products. In an effort to increase the value to end customers, Gildan has increased the fabric weights of its 50/50 Ultra Blend fleece collection to 8.5 oz per sq. yd., expanded the color palettes within each of the label offerings, Ultra Cotton (80% cotton 20% polyester in 9.0 oz per sq. yd. fabric), Ultra Blend (50% cotton/50% polyester in 8.5oz per sq. yd. fabric) and added a new Youth Hooded sweatshirt. Placket Collar Sport Shirts
 ****In fiscal 2003 and fiscal 2002, placket collar sport shirts represented approximately 9.2% and 7.8% of our sales, respectively. We produce placket collar sport shirts in a variety of weights, sizes, colors and styles, with or without a pocket. Our placket collar sport shirts include the Gildan Activewear Ultra Cotton Sport Shirt (6.1 oz. per sq. yd.) in jersey fabric,
  7  the
    50% cotton/50%  polyester Gildan Activewear Ultra Blend Sport Shirt (5.6 oz per sq. yd.) in blended jersey fabric,  the 50% cotton/50%
    polyester  Gildan  Activewear  Ultra Blend Sport Shirt (6.5 oz per sq. yd.) in piqué fabric,  and the Gildan  Activewear Ultra Cotton    Sport Shirt (7.0 oz. per sq. yd.) in piqué fabric.  In January 2003,  together with the  introduction  of our Gildan  Activewear  Ultra
    Cotton Long Sleeve Sport Shirt (7.0 oz. per sq. yd.) in piqué fabric,  we introduced four fashion sport shirts,  the Gildan Activewear
    Ultra Cotton Fashion Sport Shirt (7.0 oz. per sq. yd.) in piqué fabric featuring  fashion collars and cuffs in racing,  jacquard,  pin
    stripe and wide stripe styles.


Marketing
  and Sales


**** We
market our products directly to our customers through our sales force. We do not
maintain regional sales offices; instead, our sales personnel work from home.
Our small sales force is trained to manage relationships with a limited number
of regional wholesale distributors allowing us to incur lower selling expenses
than many of our major competitors. Sales management is divided into two
divisions: Canada and International, which is comprised principally of the
United States, Europe and Asia/Pacific.





****Our
marketing strategy concentrates primarily on the wholesale distribution channel
catering to screenprinters, embroiderers and advertising specialty distributors.
We promote ourselves through appearances at tradeshows and trade magazine
advertising. We also engage in various forms of co-operative advertising with
our major customers, including print advertising, catalogues and mailings. We
believe that we have been innovative in maximizing the impact of our marketing
to create a strong awareness of our products in the markets we serve.

Customers





****In
fiscal 2003, we sold our products in Canada and internationally, which accounted
for 9.3% and 90.7% of total sales, respectively. For a breakdown of the
Corporations total sales by geographic market for each of the last three
financial years, reference is made to Note 14 to the Consolidated Financial
Statements of the Corporation included in our 2003 Annual Report, which is
incorporated herein by reference. We currently sell our products to
approximately 140 customers. Our customer mix is highly diverse. In fiscal 2003,
our top two customers accounted for 27.5% of total sales, with the balance of
our top ten customers accounting for approximately 33.5% of total sales.

****Approximately
  90% of total sales in fiscal 2003 were made through our wholesale distributors.
  Although we have long-term ongoing relationships with our distributor network,
  we do not have formal contractual agreements with them whereby they must
  purchase a minimum quantity of our products. Instead, we meet with these
  customers at the beginning of each fiscal year to ascertain their projected
  requirements and then plan our production and marketing strategy accordingly.
  Our wholesale distributor customers then send purchase orders to us during the
  course of the fiscal year. Distributors can also utilize a computerized vendor-managed inventory system. Customer projections have historically been reliable
  indicators of actual orders, and our experience with this practice has been
  favorable. Raw Materials
  **** Cotton and polyester fibers are the main raw materials used in the manufacturing of our products. Cotton is used in the manufacturing of 100% cotton yarn while polyester is added in the manufacturing of 50% cotton/50% polyester blend yarn. Polyester pricing is negotiated on an annual basis, while cotton fiber pricing is fixed in the futures markets.
 
 On January 1, 2001, we entered into a supply agreement with Frontier. This agreement, as amended, expires on September 30, 2008. It allows us to source any type of yarn originating from the U.S. In November 2003, we announced that we had acquired, through a 50%/50% owned joint venture with Frontier, a yarn spinning facility located in Cedartown, Georgia, which supplies Gildan with 100% cotton U.S. origin yarn. We also operate two yarn spinning facilities located in Long Sault, Ontario and Montreal, Québec. **** The supply agreement with Frontier, the jointly owned Cedartown facility and our two Canadian facilities provide us with 100% of our commodity yarn requirements of Gildan.
 
 ****We also purchase chemicals, dyestuffs and trims through a variety of suppliers. These products have historically been available in sufficient supply.  8  Quality
Control


**** Our
quality control team has adopted strict standards and procedures to ensure the
quality of our products. This team enforces plant-specific quality control
standards at the facilities we own and monitors quality control at the
facilities run by offshore contractors. As a result of our quality control
teams efforts, we have not experienced any significant quality claims from
our customers or end-users.


Management
  Information Systems


****We
  have invested in information technology as a tool to: ********•****
      prepare financial analysis and reporting to allow us to reduce overall costs;********•****
      enhance the efficiency of our garment design and manufacturing; and********•****
      support the sale and distribution of our products to our customers. ****Our
production software processes customer orders and monitors production throughout
our supply chain, from spinning to sewing and during packaging and distribution.
We believe that our information technology has been effective in meeting our
needs. By the end of fiscal 2002, we had completed the implementation of the
sales management and distribution modules of our new Enterprise Resource
Planning (ERP) system in all locations where we operate. In fiscal
2003, we introduced a business to business e-commerce application with
customers, including a full vendor-managed inventory module. In addition, the
cutting and sewing processes have been integrated into the manufacturing module.
During the first quarter of fiscal 2004, we completed the integration of our
offshore knitting operations into the manufacturing module. These new systems
will provide an integrated tool to monitor and analyze all aspects of our
business and will support our planned growth. Seasonality
 **** The activewear business is seasonal. Our percentage sales breakdown by quarter for fiscal 2003 was as follows: 16.2% for the first quarter, 27.5% for the second quarter, 32.4% for the third quarter and 23.9% for the fourth quarter. This trend is consistent with the prior fiscal year. We meet with our customers at the beginning of each fiscal year to ascertain their projected requirements and then plan our production and marketing strategy accordingly. Based on these discussions, we produce and store finished goods inventory in order to meet the expected demand for delivery in the second half of the fiscal year. However, if after producing and storing inventory in anticipation of third and fourth quarter deliveries, demand is significantly less than expected, a risk inherent in our b
usiness is that we may be required to hold inventory for an extended period of time at our expense, or sell the excess inventory at reduced prices, thereby reducing profits.
 Competition
 **** The wholesale imprinted activewear segment of the North American apparel market in which we compete includes a number of significant competitors. Our primary competitors are the major U.S.-based manufacturers of basic branded activewear for the wholesale and retail channels. These manufacturers include the Hanes and Outer Banks divisions of Sara Lee Corporation, the Jerzees division of Russell Corporation, Fruit of the Loom, Inc., a wholly owned subsidiary of Berkshire Hathaway, Inc. (Fruit of the Loom) and Anvil Knitwear, Inc.
 ****We compete primarily on the basis of quality and price. We produce only premium quality products. We are able to price our products competitively because of our success in maintaining low production and operating costs. We accomplish this by: ********•****
        increasing capacity by investing in strategically-located modern, automated equipment and facilities;********•****
        expanding and modernizing vertically-integrated yarn spinning operations;
  9


********•****
                        expanding
our capacity through the development of integrated regional hubs in the
Caribbean Basin, Central America and Mexico, where we benefit from strategic
locations, favorable international trade agreements, excellent infrastructure
and a qualified, cost-efficient labor force; and********•****
                        focusing on producing a narrow range of basic product-lines in high-volume, which allows us to maximize production efficiencies. ****Our
market share in the U.S. wholesale distribution market was 28.9% in the overall
T-shirt category, 19.7% in the sport shirt category and 13.9% in the sweatshirt
category at the end of fiscal 2003. All U.S. market share data is based on the
S.T.A.R.S. Report produced by ACNielsen Market Decisions.


****  Our
ability to remain competitive in the areas of quality, price, marketing, product
development, manufacturing, distribution and order processing will, in large
part, determine our future success. Changes in the regulatory environment
affecting the textile and apparel industries may also affect the competitive
pressures facing us. See Item 4 Trade Regulatory Environment.


Trade
  Regulatory Environment


****The
  textile and apparel industries in both Canada and the United States have
  historically received a relatively higher degree of international trade
  protection than some other industries. However, this protection is diminishing
  as a result of the implementation of trade agreements reached in the last ten
  years. So far, we have been able to adapt to this changing international
  regulatory climate. In order to maintain our competitiveness in the future, we
  must continue to adapt to future changes in trade protection, including changes
  reflected in existing trade agreements and changes that may be decided
  unilaterally by the governments of the countries and regions in which we and our
  competitors operate. World Trade Organization
  ****  In 1995, the World Trade Organization (WTO) implemented the Agreement on Textiles and Clothing, requiring importing countries, including Canada, the United States and countries in Western Europe to eliminate quotas on imports of textiles and apparel from WTO member exporting countries by 2005. China became a member of the WTO on January 1, 2002 and enjoys the full benefit of the elimination of textile quotas, except that Chinas WTO accession agreement allows importing countries to impose limited quotas on its exports in cases of market disruption. The elimination of quotas at the end of 2004 could have a material adverse effect on us as a result of increased competition with products from China and other co
untries with low labor costs. See Item 4  Narrative Description of the Business  Risk Factors The Elimination of Quotas May Lead to Increased Competition .
 
 ****The WTO also obtained commitments from all WTO members to reduce tariffs over a ten-year period. The United States tariff reductions in the textile and apparel sector have been very small, and textiles and apparel remain one of the most highly tariff protected U.S. industries. NAFTA ****The North America Free Trade Agreement (NAFTA) was implemented in 1994. This agreement established a free trade area among Canada, the United States and Mexico. None of the benefits of NAFTA apply to our goods sewn outside of the three NAFTA countries and exported to the United States or Canada for distribution. ****All NAFTA originating merchandise was removed from quota upon implementation in 1994. Subject to certain exceptions and additional criteria, NAFTA generally requires NAFTA originating garments to be made in NAFTA countries from the yarn stage forward. In other words, the yarn must be spun or extruded in a NAFTA country, the fabric must be woven or knitted in a NAFTA country, and the apparel must be cut and assembled in a NAFTA country. Because we knit certain of our fabric in Canada from Canadian and American yarn, our garments sewn in Mexico from this fabric are NAFTA originating and quota free. All NAFTA originating textile and apparel goods traded among the three NAFTA countries are duty and quota free. In addition, textile and apparel g
oods produced in NAFTA countries under traditional origin rules are quota free in trade among the NAFTA countries, even if they do not meet NAFTAs preferential origin rules.
 
 10  ****Non
NAFTA originating garments cut and sewn in the NAFTA territory from non NAFTA
originating yarn or fabric are entitled to receive NAFTA duty rates up to tariff preference levels. A tariff preference level is a quota that
allows non NAFTA originating goods to receive the same duty treatment as
qualifying goods until that quota level is filled.




Other Trade
Agreements and Programs





****NAFTA
may be expanded in the future to include other countries. Canada, Mexico and the
United States have each implemented separate bilateral free trade agreements
with Chile. The United States has also implemented bilateral free trade
agreements with Singapore, Israel, and Jordan, and has recently concluded
negotiations for a Central America Free Trade Agreement (CAFTA), to
be presented to Congress for implementation in 2004.

****  Since
January 1, 2003, textile and apparel products originating from approximately 48
Least Developed countries (LDCs) are allowed into Canada duty and
quota free under certain rules of origin. Similar legislation has also been
introduced by Australia for its domestic market.





****In
2000, the United States extended preferential trade treatment to the Caribbean
Basin Initiative, or CBI countries, by enacting the Caribbean Basin Trade
Partnership Act (CBTPA). The CBTPA eliminates U.S. duty on garments
assembled in those countries from fabric wholly formed in the United States from
yarn wholly formed in the United States. It also provides duty free treatment
for limited quantities of knit garments produced in those countries from yarn
wholly formed in the United States.

****  Also
in 2000, the United States enacted the African Growth and Opportunity Act
(AGOA), giving sub-Saharan African countries benefits similar to
CBTPA. Unlike CBTPA, AGOA provides additional duty free treatment to limited
quantities of garments produced in beneficiary countries with regional fabric,
and in least developed countries with fabric of any origin. In 2002, the United
States enacted the Andean Trade Preference and Drug Eradication Act
(ATPDEA), giving the Andean countries benefits similar to CBTPA,
except that the ATPDEA contains more liberal provisions for limited quantities
of garments made in those countries with regional fabric and yarn.


****The changes expected under CAFTA and already in place under CBTPA, AGOA, and ATPDEA tend to disadvantage our Canadian yarn and fabric production, because these programs all require either U.S. or regional inputs but they will benefit our Central American fabric and garment production. We have implemented a manufacturing and distribution plan that permits us to supply an increasing majority of our geographical markets on a duty-free basis.
 ****Work continues among interested countries on the Free Trade Agreement of the Americas, or FTAA. While the anticipated implementation date has been pushed back beyond 2005, a successful FTAA would open a free trade area among all of the 34 expected participants. Intellectual Property
 **** We own several registered trademarks including, among others, Gildan in Canada and the United States, the Gildan logo in Canada, and Gildan Activewear in Canada, the United States and many countries in Europe, Central America, South America and Asia and in Australia. Applications for the registration of a number of other trademarks, including Gildan Activewear, are pending in several countries. We have and intend to continue to maintain our trademarks and the relevant registrations, and will actively pursue the registration of trademarks in Canada, the United States and abroad.
 Environmental Regulation
 **** All of our operations are subject to various environmental and occupational health and safety laws and regulations. Because we monitor environmental issues, we believe that we are in compliance in all material respects with the regulatory requirements of those jurisdictions in which our facilities are located. We will continue to make expenditures to comply with these requirements, and we do not believe that compliance will have a material adverse effect on our business. As is the case with manufacturers in general, if a release of hazardous substances occurs on or from our properties or any associated offsite disposal locations, or if contamination from prior activities is discovered at any of our properties, we may be held liable. While the amount of such liability could be materi
al, we endeavor to conduct our operations in a manner that reduces such risks.
 
  11  ****B****—Property,
Plants and Equipment




Textile
  Operations





****Yarn. 
Our Long Sault, Ontario and Montreal, Québec plants provided virtually
all of the commodity yarn requirements of the Canadian textile manufacturing
facilities during fiscal 2003.

****  In
November 2003, we announced that we had acquired, through a 50%/50% owned joint
venture with Frontier, a yarn spinning facility located in Cedartown, Georgia,
which supplies Gildan with 100% cotton U.S. origin yarn.





****Knitting.  We
currently conduct knitting operations at our knitting facility in Montreal,
Québec. We operate circular and flat knitting machines at this facility,
producing jersey, piqué, fleece and ribbing in body-sized fabrics in
tubular form using cotton and cotton/polyester yarns. During fiscal 2003, we
continued the ramp-up of our knitting operations in our new integrated facility
in Rio Nance, Honduras, which benefits from the duty relief provisions
established under U.S. trade liberalization legislation. See Item 4 
  Narrative Description of the Business    Business
Overview    Other Trade Agreements. We are also planning
to conduct knitting operations in the Dominican Republic once the construction
of our new integrated textile facility is completed.

****  Dyeing
and Finishing.  Knitted fabric produced at our facility in
Montreal, Québec is batched for bleaching and dyeing and is taken to our
dyeing and finishing facilities in Valleyfield, Québec and Montreal,
Québec where investments made in those facilities have resulted in a
substantial improvement in productivity, and a significant reduction in the
percentage of redyes, yield losses and claims with respect to off-shade,
unevenness and roping flaws in the fabric. These capital improvements have also
been directed to modernize production planning and control. During fiscal 2003,
we continued the ramp-up of our bleaching, dyeing and finishing operations for
the fabric knitted in our facility in Rio Nance, Honduras.


****We are also planning to conduct bleaching, dyeing and finishing operations in the Dominican Republic once the construction of our new integrated textile facility is completed.
 ****  Cutting.  All of the fabric produced at the Montreal and Valleyfield plants is shipped to our automated cutting facility now located in Bombay, New York. Because certain of our cutting operations are performed in the United States, we are able to take advantage of subheading 9802.00.80 of the United States tariff schedule, which allows us to subtract the value of fabric components cut in the United States from the dutiable value of finished garments sewn outside the United States. The dutiable portion of the garment is assessed with duty at the normal U.S. rates, except for goods sewn in Mexico, which are subject to NAFTA rates. When non-NAFTA garments are first imported into the United States and then sent
to Canada, they are subject to Canadas most favored nation rate of duty, which is currently 20.5%, on their full value, without the benefit of U.S. subheading 9802.00.80. but are eligible for duty drawback on the duty paid into the United States.
 
 ****During fiscal 2003, we continued the ramp-up of our cutting operations for fabrics produced in Honduras in our integrated Rio Nance facility, thereby leveraging our existing manufacturing infrastructure and also reducing transportation costs. ****  We are also planning to conduct cutting operations in the Dominican Republic once the construction of our new integrated textile facility is completed.
 Sewing Operations
 ****  Sewing.  We conduct our sewing operations primarily through our three facilities in Honduras, our two facilities in Mexico and our new facility in Haiti. In addition to these five facilities, we use the sewing services of contractors. These facilities provide us with substantially all of our market sewing assembly requirements. We started operations in our Port-au-Prince, Haiti facility during fiscal 2003 we are planning to start operations in our San Marcos, Nicaragua facility during the third quarter of fiscal 2003.
 
  12  Distribution
Operations




****  We
distribute our products in the United States out of a 300,000-square foot
purpose-built, low-cost distribution center in Eden, North Carolina. This
facility maintains our distribution operations close to our customer base and
has three times the capacity of our former warehouse in Miami, Florida. Our
Canadian customers are serviced from a 60,000-square foot distribution center
located in Montreal, Québec. Customers in Europe are serviced from
distribution centers operated by third parties in Ghent and Meer, Belgium and
Bletchley, United Kingdom. Customers in Australia are serviced from a
distribution center operated by a third party in Brisbane, Australia.





Properties

****The
  following table sets forth the location, use and approximate size of each of our
  principal properties, and indicates whether it is owned or leased, and if
  leased, when the lease expires. **Location**
                          **Use**
                          **Approximate Areain Square Feet**
                          **Owned or Leased**
                          **LeaseExpiration (1)**Montreal, Québec
                          Executive offices
                          25,000
                          Owned
                          n/aKnitting facility
                          95,000
                          Owned
                          n/aSt. Michael, Barbados
                          Executive offices
                          20,000
                          Owned
                          n/aValleyfield, Québec
                          Dyeing and finishing facility
                          63,000
                          Owned
                          n/aMontreal, Québec
                          Dyeing and finishing facility
                          88,000
                          Owned
                          n/aBombay, New York
                          Cutting facility
                          82,500
                          Leased
                          2006Rio Nance, Honduras
                          Knitting, dyeing, finishingand cutting facility
                          291,500
                          Owned
                          n/aSan Pedro Sula, Honduras
                          Sewing facility
                          43,000
                          Leased
                          2012El Progreso, Honduras
                          Sewing facility
                          73,000
                          Leased
                          2013Choloma, Honduras
                          Sewing facility
                          48,000
                          Leased
                          2007Castaños, Mexico
                          Sewing facility
                          71,000
                          Owned
                          n/aSan Buenaventura, Mexico
                          Sewing facility
                          14,200
                          Leased
                          2004Montreal, Québec
                          Distribution facility
                          60,000
                          Owned
                          n/aEden, North Carolina
                          Distribution facility
                          300,000
                          Owned
                          n/aEden, North Carolina
                          Distribution facility
                          139,000
                          Leased
                          2005Montreal, Québec
                          Yarn Spinning facility
                          180,000
                          Owned
                          n/aLong Sault, Ontario
                          Yarn Spinning facility
                          220,000
                          Owned
                          n/aSan Marcos, Nicaragua
                          Sewing facility
                          57,136
                          Leased
                          2009Port-au-Prince, Haiti
                          Sewing facility
                          66,309
                          Leased
                          2010Cedartown, Georgia
                          Yarn Spinning facility
                          198,656
                          Owned(2)
                          n/a __________
  (1)
                          Includes renewals.(2)
                          Jointly owned with Frontier. ****We believe that all of these facilities, whether owned or leased, are well maintained and in good operating condition.
 **** Our revolving term credit facility and senior notes are secured by a first ranking moveable hypothec and security interest on most of our assets located at a majority of our facilities. The lenders under the term credit facility and the noteholders, among others, are party to an intercreditor agreement which provides that the lenders and the noteholders shall in all respects be pari passu first and senior liens in respect of our assets.
 Labor Practices
 ****We have invested significant time and resources in ensuring that the working conditions in all our facilities meet or exceed the standards imposed by Canadian occupational health and safety laws. We have now obtained WRAP (Worldwide Responsible Apparel Production) certification for all of our sewing plants in Honduras and for our main Mexican facility. To ensure that these employment standards are appropriate, we have worked with the Canadian International Development Agency, a Canadian federal governmental agency, to secure the services of professionalswho specialize in social/gender
  13  analysis
      and environmental audits with respect to developing nations. We also
      contractually obligate any outside contractor to follow prescribed employment
  policies.


****In
November 2003, we also joined the Fair Labor Association (FLA) as a
Participating Company. The FLA is recognized internationally as one of the most
highly respected verification agencies and promotes adherence to international
labor standards and improving working conditions.





******C** — Risk
Factors

Our Industry
is Competitive





****The
wholesale imprinted activewear segment of the North American apparel market
includes a number of significant competitors. Our primary competitors are the
major U.S.-based manufacturers of basic branded activewear for the wholesale and
retail channels. These manufacturers include the Hanes and Outer Banks divisions
of Sara Lee Corporation, the Jerzees division of Russell Corporation, Fruit of
the Loom, Inc. and Anvil Knitwear, Inc.

****Our ability to remain competitive in the areas of quality, price, marketing, product development, manufacturing, distribution and order processing will, in large part, determine our future success. We cannot assure you that we will continue to compete successfully.




Our Industry is Subject to Pricing Pressures

****  Prices in our industry have been declining over the past several years primarily as a result of passing cost reductions through into lower selling prices. Such cost reductions include the trend to move sewing operations offshore and the introduction of new manufacturing technologies. Products sewn offshore cost less to make primarily because labor costs are lower.





****In the future, our financial performance may be negatively affected by these pricing pressures:

********•****
      if we are forced to reduce our prices and we cannot reduce our production costs; or********•****
      if our production costs increase and we cannot increase our prices. **The Effect of Changing International Trade Regulation on our Business is Uncertain**


****The textile and apparel industries in both Canada and the United States have historically received a relatively higher degree of trade protection than some other industries. However, this protection is diminishing as a result of the implementation of trade agreements reached in the last ten years. The ultimate effect of the changes in quotas, duties and tariffs on our business is uncertain.

The Elimination of Quotas May Lead to Increased Competition





****In 1995, the Agreement on Textiles and Clothing came into effect, requiring importing countries, including Canada, the United States and countries in Western Europe, to eliminate quotas on imports of textiles and apparel from WTO member exporting countries by 2005. This could result in increased competition from developing countries which have lower labor costs and reliable infrastructures, such as China, India and Pakistan. Increased competition from such countries could adversely affect our business.

**** Moreover, since January 2003, Canada has granted duty and quota free access to approximately 48 LDCs, which may result in increased competition from these LDCs in the Canadian textile and apparel markets.


Unanticipated Changes in Tax Laws may Raise our Effective Tax Rate

**** Our structure results in our income generated from our international sales being subject to relatively low income tax rates. Our structure is supported by legislation under current domestic laws as well as through the application of income tax


14

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treaties between various countries in which we operate. We have taken
great care to ensure that our structure is in compliance with all applicable
laws and income tax treaties. Also, we conduct annual transfer pricing studies
to substantiate the transactions between the Corporation and its various
subsidiaries. Any unanticipated changes to the current domestic laws in the
countries in which we operate or in the income tax treaties which we currently
rely on, or any government taxation authority adopting a position that our
structure is not in compliance with applicable laws and income tax treaties, may
potentially have a material impact on our effective tax rate for prior, current
and future years.




We Rely on a
Relatively Small Number of Significant Customers

**** We sell our products to approximately 140 customers.  In fiscal 2003, our three largest customers,  Broder Brothers Co., Inc.,
  Alpha Shirt Holdings, Inc.,  and The Stardust  Corporation,  Inc., accounted for 13.9%, 13.6% and 6.2% of sales,  respectively,  and our
  top ten customers  accounted for 61% of total sales.  In September  2003,  Alpha Shirt  Holdings,  Inc. was acquired by Broder Brothers
  Co.,  Inc. If any of our  significant  customers  substantially  reduces its  purchases or ceases to buy from us and we cannot  replace
  that business with sales to other customers on similar terms, our business would be materially adversely affected.


****We do not have formal contracts with our wholesale distributor customers whereby they must purchase a minimum quantity of our products. Although we have maintained long-term relationships with many of our wholesale distributor customers, we cannot assure you that historic levels of business from any of our customers will continue or increase in the future.

**We are Subject to Risks of Fluctuations in the Supply and Price of Cotton and Cotton Yarn**


****Cotton and polyester fibers are the principal raw materials we use in the manufacture of our products. The price of cotton has fluctuated substantially over the past several years. We generally enter into futures contracts to cover the price of our anticipated cotton requirements for each fiscal year. Consequently, we may not be able to benefit from price decreases which might occur during the given fiscal year, and in the event that we have not sufficiently covered our cotton needs, we will not be protected against price increases.

Currency and Exchange Rate Fluctuations may Adversely Affect our Operations





****We operate as an international business and our financial results are exposed to the effects of changes in financial markets and economic conditions.

**** Effective at the beginning of fiscal 2004, the functional and reporting currency of the Corporation is the U.S. dollar. A relatively small proportion of revenues and expenses are denominated in currencies other than the U.S. dollar, including the Canadian dollar. Any change in the value of the U.S. dollar against the Canadian dollar or other currencies during a given financial reporting period would result in a foreign currency loss or gain on the translation into U.S. currency. Consequently, our reported revenues and expenses could fluctuate in the event of significant changes in the U.S. dollar value of these currencies.





****We enter into forward contracts as we deem appropriate to hedge some or all of our anticipated net currency exposures. Gains and losses resulting from designated hedge contracts are recognized in income in the same period that the hedged exposure is recognized.

Our Caribbean Basin Operations are Subject to Political, Social and Economic Risk





****In fiscal 2003, approximately 98% of our products were sewn in Mexico, Central America and the Caribbean Basin. Some of the countries where we sew our products have experienced political, social and economic instability in the past. We cannot predict the future political, social or economic stability of these countries or the impact on our business of changes, if any, in the political, social or economic conditions in these countries.

Our Industry is Subject to Fluctuations in Sales Demand

**** Demand for our products may vary from year to year. Based on discussions with our customers at the beginning of each fiscal year, we produce and store finished goods inventory to meet the expected demand for delivery in each fiscal year.






15

---

If, after producing and storing inventory in anticipation of deliveries, demand
is significantly less than expected, we may have to hold inventory for extended
periods of time, or sell excess inventory at reduced prices. In either case, our
profits would be reduced. Excess inventory could also result in slower
production, lower plant and equipment utilization and lower fixed operating cost
absorption, all of which would have a negative impact on our business. See Item 4  Narrative Description of the
Business  Business Overview  Seasonality.




Our
Operations are Subject to Environmental Regulation

****We
  are subject to various environmental and occupational health and safety laws and
  regulations in our operations in Canada, the United States and offshore. Future
  events, such as:


********•****
      a
change in existing laws and regulations;********•****
      the enactment of new laws and regulations;  ********•****
        a release of hazardous substances on or from our properties or any associated offsite disposal location; or  ********•****
        the discovery of contamination from prior activities at any of our properties, ****may give rise to compliance costs that could have a material adverse effect on our business. See Item 4  Narrative Description of the Business  Business Overview  Environmental Regulation.
 We are Controlled by the Founders of the Corporation
 
 ****H. Greg Chamandy, our Chairman and Co-Chief Executive Officer, Glenn J. Chamandy, our President, Co-Chief Executive Officer and Chief Operating Officer, and Edwin B. Tisch, our Executive Vice-President, Manufacturing, or the Principal Shareholders, own all of our outstanding Class B Multiple Voting Shares. Because the Class B Multiple Voting Shares have eight votes per share, as of the date of this annual information form, the Principal Shareholders own approximately 67.61% of the voting rights. Accordingly, the Principal Shareholders are able to elect all of the directors, other than the two directors elected solely by the Class A Subordinate Voting Shares voting as a separate class. Our board of directors currently includes 3 related directors out of 8 directors. **** **D —**Employees
 ****At December 31, 2003, we employed approximately 9,300 full-time employees, including approximately 1,185 in Canada, approximately 2,150 in Mexico, approximately 5,300 in Honduras, approximately 300 in Haiti, approximately 300 in the United States, 55 in Barbados and 2 in Europe. Of these employees, approximately 700 Canadian employees are covered by collective bargaining agreements. Approximately 200 employees at the Valleyfield dyeing and finishing facility are covered by a collective bargaining agreement that expires on October 31, 2005. Approximately 200 employees at the Montreal dyeing and finishing facility are covered by a collective bargaining agreement that expires on December 31, 2005. Approximately 175 employees in our Long Sault, Ontario yarn mill are covered by a collective bargaining agreeme
nt which expires on September 30, 2006. Approximately 100 employees in our Montreal yarn mill are covered by a collective bargaining agreement which expires on October 31, 2007. We consider our relations with our employees to be very good and, as of the date hereof, we have not experienced any work stoppages that have had a material impact on our operations.
 **ITEM 5 — SELECTED CONSOLIDATED FINANCIAL INFORMATION** ******A — Annual Information** ****Effective October 6, 2003, the commencement of fiscal 2004, the Corporation adopted the U.S. dollar as its functional currency. A significant portion of revenues, expenses, assets and liabilities are denominated in U.S. dollars and the Corporations marketing and manufacturing operations are increasingly international in scope. Effective the same date, the U.S. dollar was adopted as the Corporations reporting currency. The Corporation will continue to report its results in accordance with Canadian GAAP. As a result of adopting the U.S. dollar as its functional currency, both Canadian and U.S. **** 16  ****GAAP require all
opening assets and liabilities to be translated into U.S. dollars at the
exchange rate prevailing at the time of giving effect to the change in
functional currency. Historical financial information in U.S. dollars has been
provided in the Investor Relations section of the Corporations Web site,
which can be accessed at www.gildan.com.


****The following table sets forth a summary of certain of our historical consolidated and other financial and operating information for the dates and for the periods indicated. We prepare our consolidated financial statements in accordance with Canadian GAAP, which differs in certain respects from U.S. GAAP. For a discussion of the principal differences between Canadian GAAP and U.S. GAAP as they pertain to us, reference is made to Note 15 to the Consolidated Financial Statements included in our 2003 Annual Report, which is incorporated by reference in this annual information form. The information presented below should be read in conjunction with our consolidated financial statements and related notes incorporated by reference in this annual information form and Management
s Discussion and Analysis of Financial Condition and Results of Operations contained in our 2003 Annual Report.  **(In thousands, except per share amount and percentage)****Fiscal Year Ended
      Sept. 30, 2001
      Cdn$**
                        
                        **Fiscal Year 
      Ended
      Sept. 29, 2002 
      Cdn$**
                        
                        **Fiscal Year 
      Ended
      Oct. 5, 2003 
      Cdn$****Statement of earnings data
      (Canadian GAAP):**Sales
                        
                        
                        $
                        504,867
                        
                        $
                        600,660
                        
                        $
                        630,139Cost of sales
                        
                        
                        
                        398,566
                        
                        
                        431,996
                        
                        
                        440,294Gross profit
                        
                        
                        
                        106,301
                        
                        
                        168,664
                        
                        
                        189,845Selling, general and administrative
                        
                        
                        
                        76,075
                        
                        
                        63,927
                        
                        
                        71,153Depreciation and amortization
                        
                        
                        
                        16,209
                        
                        
                        17,592
                        
                        
                        23,615Operating income
                        
                        
                        
                        14,017
                        
                        
                        87,145
                        
                        
                        95,077Interest expense
                        
                        
                        
                        13,628
                        
                        
                        13,341
                        
                        
                        9,463Loss on settlement of debt
                        
                        
                        
                        —
                        
                        
                        —
                        
                        
                        —Earnings before income taxes
                        
                        
                        
                        389
                        
                        
                        73,804
                        
                        
                        85,614Income taxes (recovery)
                        
                        
                        
                        (427
                        )
                        
                        7,312
                        
                        
                        8,342Net earnings
                        
                        
                        $
                        816
                        
                        $
                        66,492
                        
                        $
                        77,272Income from operations per share (basic) (1)
                        
                        
                        $
                        0.50
                        
                        $
                        3.06
                        
                        $
                        3.25Income from operations per share (diluted) (1)
                        
                        
                        $
                        0.48
                        
                        $
                        2.97
                        
                        $
                        3.20Net earnings per share (basic) (1)
                        
                        
                        $
                        0.03
                        
                        $
                        2.33
                        
                        $
                        2.64Number of shares (weighted avg.) (basic)(1)
                        
                        
                        
                        28,146
                        
                        
                        28,491
                        
                        
                        29,242Diluted earnings per share (1)
                        
                        
                        $
                        0.03
                        
                        $
                        2.26
                        
                        $
                        2.60Number of shares (weighted avg.) (diluted) (1)
                        
                        
                        
                        29,226
                        
                        
                        29,362
                        
                        
                        29,726**Other data (Canadian GAAP):**Gross profit margin
                        
                        
                        
                        21.1
                        %
                        
                        28.1
                        %
                        
                        30.1
                        %Operating income margin
                        
                        
                        
                        2.8
                        %
                        
                        14.5
                        %
                        
                        15.1
                        %Capital expenditures
                        
                        
                        $
                        55,909
                        
                        $
                        74,527
                        
                        $
                        56,487EBITDA (2)
                        
                        
                        $
                        30,226
                        
                        $
                        104,737
                        
                        $
                        118,692Selected operating data (unaudited):Dozens of T-shirts sold
                        
                        
                        
                        15,412
                        
                        
                        18,030
                        
                        
                        20,885Dozens of sweatshirts sold
                        
                        
                        
                        349
                        
                        
                        631
                        
                        
                        745Dozens of sport shirts sold
                        
                        
                        
                        528
                        
                        
                        753
                        
                        
                        943Total dozens sold
                        
                        
                        
                        16,289
                        
                        
                        19,414
                        
                        
                        22,573**Balance sheet data****(Canadian GAAP):**Working capital
                        
                        
                        $
                        208,130
                        
                        $
                        188,827
                        
                        $
                        207,530Total assets
                        
                        
                        
                        476,651
                        
                        
                        496,639
                        
                        
                        575,405Total debt (3)
                        
                        
                        
                        277,798
                        
                        
                        226,731
                        
                        
                        221,586Total long-term liabilities(4)
                        
                        
                        
                        170,871
                        
                        
                        135,251
                        
                        
                        100,164Share capital
                        
                        
                        
                        100,362
                        
                        
                        104,925
                        
                        
                        111,564Shareholders' equity
                        
                        
                        $
                        198,853
                        
                        $
                        269,908
                        
                        $
                        353,819**Financial statement data****(U.S. GAAP):**Net earnings
                        
                        
                        $
                        3,178
                        
                        $
                        66,867
                        
                        $
                        75,609Income from operations per share (basic) (1)
                        
                        
                        $
                        0.61
                        
                        $
                        3.08
                        
                        $
                        3.18Income from operations per share (diluted) (1)
                        
                        
                        $
                        0.59
                        
                        $
                        2.99
                        
                        $
                        3.13Net earnings per share (basic) (1)
                        
                        
                        
                        0.11
                        
                        
                        2.35
                        
                        
                        2.59 Net earnings per share (diluted) (1)
                        
                        
                        
                        0.11
                        
                        
                        2.28
                        
                        
                        2.54Total assets
                        
                        
                        
                        476,801
                        
                        
                        497,749
                        
                        
                        574,852Total debt (3)
                        
                        
                        
                        276,947
                        
                        
                        226,464
                        
                        
                        220,568Shareholders' equity
                        
                        
                        
                        199,854
                        
                        
                        271,284
                        
                        
                        354,284Cash flows from operations
                        
                        
                        
                        (11,650
                        )
                        
                        178,322
                        
                        
                        90,318Cash flows from investing
                        
                        
                        
                        (49,976
                        )
                        
                        (67,381
                        )
                        
                        (58,754
                        )Cash flows from financing activities
                        
                        
                        $
                        28,290
                        
                        
                        ($ 40,185
                        )
                        
                        570  __________ (1)
                          On February 7, 2001, the Board of Directors of the Corporation declared a two-for-one stock split, effected in the form of a stock dividend, applicable to all of its issued and outstanding Class A Subordinate Voting Shares and Class B Multiple Voting Shares, to shareholders of record on February 22, 2001. All share and per share data reflect the effect of the stock split on a retroactive basis.
 (2)
                        EBITDA represents earnings before interest, taxes, depreciation, amortization and loss on settlement of debt. EBITDA is included herein because management believes that certain investors use such information as one measure of a companys historical ability to service debt; however, EBITDA should not be considered as an alternative to net earnings as an indicator of our operating performance or as an alternative to cash flow as a measure of overall liquidity as presented in our financial statements. EBITDA as presented may not be comparable to similar computations presented by other companies.   17


|(3) | Total debt consists of total bank debt, current liabilities, other loans payable, secured and unsecured long-term debt, including capitalized leases and future income taxes.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Total long-term liabilities consist of long-term debt and future income taxes.
|--- | ------------------------------------------------------------------------------

******B —**Quarterly
Information



Financial
Data


**(In millions, except per share amount)****Fiscal 2003****Statement of earnings data**
      
      **1st qtr.**
      **2nd qtr.**
      **3rd qtr.**
      **4th qtr.**Sales
      
      $   102
      .3
      $     173
      .1
      $     204
      .0
      $     150
      .7Net earnings
      
      $       5
      .8
      $       20
      .4
      $       31
      .3
      $       19
      .8Net earnings per share (basic)
      
      $       0
      .20
      $         0
      .70
      $         1
      .06
      $         0
      .67Net earnings per share (diluted)
      
      $       0
      .20
      $         0
      .69
      $         1
      .05
      $         0
      .66  **Fiscal 2002****1st qtr.**
      **2nd qtr.**
      **3rd qtr.**
      **4th qtr.**Sales
      
      $     88
      .4
      $    156
      .7
      $     195
      .7
      $     159
      .9Net earnings
      
      $       2
      .8
      $      16
      .4
      $       27
      .7
      $       19
      .6Net earnings per share (basic)
      
      $       0
      .10
      $        0
      .58
      $         0
      .97
      $         0
      .68Net earnings per share (diluted)
      
      $       0
      .10
      $        0
      .56
      $         0
      .94
      $         0
      .66 Exchange
    Rate Data


****The
  following tables reflect the high and low rates of exchange for one U.S. dollar
  expressed in Canadian dollars in effect during the five most recent fiscal years
  as well as for each month during the previous six months, the rates of exchange
  at the end of each of the five most recent fiscal years and the average of the
  exchange rates on the last day of each month during such fiscal years, based on
  the average noon buying rate in New York City for cable transfers payable in
  Canadian dollars as certified for customs purposes by the Federal Reserve Bank
  of New York (which was [] on January 31, 2004). **Fiscal Year****1999**
        **2000**
        **2001**
        **2002**
        **2003**High
        1.5570
        1.5085
        1.6023
        1.6128
        1.5943Low
        1.4512
        1.4350
        1.4933
        1.5108
        1.3348Period End
        1.4725
        1.5070
        1.5797
        1.5777
        1.3418Average
        1.5029
        1.4724
        1.5375
        1.5755
        1.4625  **Last Six Months****August
        2003**
        **September
        2003**
        **October
        2003**
        **November
        2003**
        **December
        2003**
        **January
        2004**High
        1.4100
        1.3876
        1.3413
        1.3362
        1.3405
        1.3340Low
        1.3836
        1.3388
        1.3043
        1.2973
        1.2923
        1.2729 ******C —**Dividends
 ****We do not currently pay dividends because we retain all of our earnings to maximize our financing capacity to develop and expand our business. The Board of Directors periodically reviews the Corporations policy towards paying  18   dividends. Although some of our credit facilities and debt instruments require compliance with lending covenants in order to pay dividends, these covenants are not currently, and are not expected to be, a constraint to the future payment of dividends. **ITEM 6 — MANAGEMENT'S DISCUSSION AND ANALYSIS**




****   Reference
is made to  the section entitled Managements Discussion and
Analysis of Financial Condition and Results of Operations on pages 26 to
34 of our 2003 Annual Report, which is incorporated herein by reference.


**ITEM 7 — MARKET FOR SECURITIES**


****The
Class A Subordinate Voting Shares are listed on the New York Stock Exchange
(the NYSE) and the Toronto Stock Exchange (the TSX),
under the symbol GIL on the NYSE and GIL.A on the TSX.
The Class A Subordinate Voting Shares, which were issued at an offering price of
$5.145 (US$3.50), began trading on the TSX, the Montreal Exchange (the
ME) and the American Stock Exchange (AMEX) on
June 17, 1998. Prior to that date, there was no public market for the Class
A Subordinate Voting Shares. On September 1, 1999, the Class A
Subordinate Voting Shares commenced trading on the NYSE. We delisted such shares
from the AMEX on August 31, 1999. As a result of a restructuring of
Canadas stock exchanges which took effect on December 7, 1999, we are no
longer listed on the ME.

**** The
table below shows the high and low daily closing prices and the trading volumes
of the Class A Subordinate Voting Shares for the periods indicated on the ME and
the TSX (in Cdn$) and on the AMEX (in US$) since their initial listing in June
1998, and on the NYSE (in US $) since their listing on September 1, 1999.


**TSX**
      
      **ME**
      
      **AMEX(1)**
      
      **NYSE(2)****High**
      **Low**
      **Volume**
      
      **High**
      **Low**
      **Volume**
      
      **High**
      **Low**
      **Volume**
      
      **High**
      **Low**
      **Volume**1998:Q4(3)
      $6.25
      $5.03
      74,000
      
      $5.88
      $5.00
      4,000
      
      $4.19
      $3.19
      330,000
      
      —
      —
      —1999:
      $18.00
      $5.03
      1,503,200
      
      $17.50
      $5.00
      259,900
      
      US$11.88
      US$3.19
      6,662,200
      
      US$10.07
      US$8.41
      691,5002000:Q1
      17.48
      10.75
      1,220,500
      
      —
      —
      —
      
      —
      —
      —
      
      11.82
      7.25
      2,664,4002000:Q2
      26.00
      12.75
      1,527,900
      
      —
      —
      —
      
      —
      —
      —
      
      18.00
      8.82
      3,050,8002000:Q3
      28.75
      21.90
      1,509,000
      
      —
      —
      —
      
      —
      —
      —
      
      19.50
      15.00
      2,967,6002000:Q4
      33.25
      24.25
      883,400
      
      —
      —
      —
      
      —
      —
      —
      
      22.41
      16.25
      2,431,6002001:Q1
      30.75
      22.25
      1,033,700
      
      —
      —
      —
      
      —
      —
      —
      
      20.07
      14.41
      1,719,1002001:Q2
      35.90
      27.25
      2,339,800
      
      —
      —
      —
      
      —
      —
      —
      
      24.00
      18.00
      4,264,4002001:Q3
      28.43
      20.25
      5,815,300
      
      —
      —
      —
      
      —
      —
      —
      
      18.27
      13.42
      7,054,3002001:Q4
      22.40
      16.25
      2,532,700
      
      —
      —
      —
      
      —
      —
      —
      
      14.58
      10.55
      4,987,1002002:Q1
      22.75
      16.51
      2,843,300
      
      —
      —
      —
      
      —
      —
      —
      
      14.62
      10.56
      2,038,0002002:Q2
      27.75
      22.20
      3,328,544
      
      —
      —
      —
      
      —
      —
      —
      
      17.43
      13.87
      1,907,4002002:Q3
      37.60
      26.76
      4,247,854
      
      —
      —
      —
      
      —
      —
      —
      
      24.50
      16.93
      1,357,6002002:Q4
      35.58
      26.49
      3,144,830
      
      —
      —
      —
      
      —
      —
      —
      
      22.86
      16.71
      1,047,4002003:Q1
      37.79
      30.00
      3,282,122
      
      —
      —
      —
      
      —
      —
      —
      
      24.26
      19.12
      1,786,7002003:Q2
      40.25
      35.50
      2,474,468
      
      —
      —
      —
      
      —
      —
      —
      
      26.01
      22.87
      961,8002003:Q3
      41.94
      34.01
      3,757,956
      
      —
      —
      —
      
      —
      —
      —
      
      29.74
      23.90
      1,225,6002003:Q4
      42.50
      36.47
      7,107,534
      
      —
      —
      —
      
      —
      —
      —
      
      30.79
      27.00
      1,334,6002004:Q1
      40.88
      34.50
      6,099,700
      
      —
      —
      —
      
      —
      —
      —
      
      31.82
      26.16
      1,368,4002003:August
      42.50
      39.68
      2,031,100
      
      —
      —
      —
      
      —
      —
      —
      
      30.58
      28.26
      264,400September
      42.50
      36.99
      3,358,000
      
      —
      —
      —
      
      —
      —
      —
      
      30.79
      27.11
      533,700October
      38.93
      34.50
      1,840,500
      
      —
      —
      —
      
      —
      —
      —
      
      29.09
      26.37
      344,000November
      39.00
      35.00
      2,270,900
      
      —
      —
      —
      
      —
      —
      —
      
      29.80
      26.16
      430,200December
      40.55
      35.20
      2,193,600
      
      —
      —
      —
      
      —
      —
      —
      
      31.15
      27.00
      621,1002004:January
      40.99
      38.13
      960,100
      
      —
      —
      —
      
      —
      —
      —
      
      32.05
      29.73
      533,700  19


(1)
       Through August 31, 1999. (2)
                                From September 1, 1999.
  (3)
       From
      July 6, 1998 to October 4, 1998. **ITEM 8 — DIRECTORS AND OFFICERS**


****Listed
below is certain information about the current directors of Gildan. The
directors have served in their respective capacities since their election and/or
appointment and will continue to serve until the next annual meeting of
shareholders or until a successor is duly elected.

|**Name and Municipality of Residence** | **Age** | **Principal Occupation**                                                                                          | **Director Since**
|-------------------------------------- | ------- | ----------------------------------------------------------------------------------------------------------------- | ------------------
|                                      
|Robert M. Baylis (1)(2)(3)(4)          |         |                                                                                                                   |                   
|Darien, Connecticut, United States     | 65      | Corporate Director                                                                                                | February 1999     
|                                       |         |                                                                                                                   |                   
|Glenn J. Chamandy                      |         |                                                                                                                   |                   
|Montreal, Québec, Canada               | 42      | President, Co-Chief Executive Officer and Chief Operating Officer
    of the Corporation                          | May 1984          
|                                       |         |                                                                                                                   |                   
|H. Greg Chamandy                       |         |                                                                                                                   |                   
|Montreal, Québec, Canada               | 45      | Chairman of the Board, Chairman of the Executive Committee and Co-Chief Executive Officer
    of the Corporation  | May 1984          
|                                       |         |                                                                                                                   |                   
|William H. Houston, III (2)(3)         |         |                                                                                                                   |                   
|Memphis, Tennessee, United States      | 69      | President, World Trade Link
    (an international business consulting firm)                                       | November 1997     
|                                       |         |                                                                                                                   |                   
|Pierre Robitaille (1)(2)               |         |                                                                                                                   |                   
|St-Lambert, Québec, Canada             | 60      | Business Advisor and Corporate Director                                                                           | February 2003     
|                                       |         |                                                                                                                   |                   
|Gerald H.B. Ross (1)(3)                |         |                                                                                                                   |                   
|Montreal, Québec, Canada               | 59      | Dean, Faculty of Management, McGill University                                                                    | February 2003     
|                                       |         |                                                                                                                   |                   
|Richard P. Strubel (1)(3)              |         |                                                                                                                   |                   
|Chicago, Illinois, United States       | 64      | President, Chief Operating Officer and Director, UNext
      (a provider of advanced education over the Internet) | February 1999     
|                                       |         |                                                                                                                   |                   
|Edwin B. Tisch                         |         |                                                                                                                   |                   
|Montreal, Québec, Canada               | 65      | Executive Vice-President, Manufacturing 
    of the Corporation                                                   | April 1996        

---

(1)
      Member of the Audit and Finance Committee.(2)
      Member of the Corporate Governance Committee.(3)
       Member of the Human Resources and Compensation Committee.(4)
      Lead Director of the Corporation. ****Listed
below is certain information about the current officers and senior managers of
Gildan. **Name and Municipality of Residence**
      **Age**
      **Position held within the Corporation**H. Greg Chamandy (1)(2)Montreal, Québec, Canada
      45
      Chairman of the Board, Chairman of the Executive Committee and Co-Chief Executive Officer and DirectorGlenn J. Chamandy (1)(2)Montreal, Québec, Canada
      42
      President, Co-Chief Executive Officer and Chief Operating Officer and DirectorEdwin B. Tisch (1)(2)Montreal, Québec, Canada
      65
      Executive Vice-President, Manufacturing and DirectorLaurence G. Sellyn (1)(2)Beaconsfield, Québec, Canada
      54
      Executive Vice-President, Finance and Chief Financial OfficerMichael R. Hoffman (1)St. James, Barbados
      41
      President, Gildan Activewear SRLGeorges Sam Yu Sum (1)(2)Montreal, Québec, Canada
      46
      Executive Vice-President, Operations20Gregg Thomassin (1)(2)Pincourt, Québec, Canada
      44
      Executive Vice-President, Corporate Controller and Chief InformationOfficerGarry Bell (2)St. Lazare, Québec, Canada
      39
      Vice-President, Marketing and General Manager, CanadianApparel DivisionGhyslain Bouchard (2)St-Basile-le-Grand, Québec, Canada
      55
      Vice-President, Spinning and Knitting OperationsLuis Alonso Brito
      
      Vice-President, Apparel OperationsSan Pedro Sula, Honduras
      34
      Gildan Activewear HondurasKevin W. Daugherty (2)Montreal, Québec, Canada
      40
      Vice-President, Planning and LogisticsJavier Echeverria
      
      Vice-President, Finance and SystemsSan Pedro Sula, Honduras
      43
      Gildan Activewear HondurasDavid A. Esones (2)St. Lazare, Québec, Canada
      60
      Vice-President, Corporate Security and Facility ManagementDaniel Farina
      
      Vice-President, Textile OperationsSan Pedro Sula, Honduras
      52
      Gildan Activewear HondurasMarc Fraimund
      
      Vice-President, Sales and Marketing EuropeIncourt, Belgium
      42
      Gildan Activewear SRLAndré Joly (2)Montreal, Québec, Canada
      44
      Vice-President, Dyeing, Finishing and Cutting OperationsChristian Langlois (2)St-Basile-le-Grand, Québec, Canada
      40
      Vice-President, Corporate Engineering and R&DGilles Léger
      
      Vice-President, Finance and AdministrationSt. James, Barbados
      47
      Gildan Activewear SRLStéphane Lemay (2)St-Lambert, Québec, Canada
      35
      Vice-President, Public and Legal Affairs and Corporate SecretaryRafael Antonio Lopez
      
      Vice-President, Human ResourcesSan Pedro Sula, Honduras
      37
      Gildan Activewear HondurasJohn A. Martin
      
      Vice-President, Sales and Marketing USASt. Peter, Barbados
      
      47
      Gildan Activewear SRL Benito Masi (2)Laval, Québec, Canada
      48
      Vice-President, Corporate Apparel OperationsBill H. Newman
      
      Vice-President, OperationsSt. Michael, Barbados
      48
      Gildan Activewear SRLNormand Sabourin (2)Montreal, Québec, Canada
      43
      Vice-President, Corporate TreasurerGraham F. Sutherland (2)Montreal, Québec, Canada
      49
      Vice-President, Internal AuditJose Maria Tainta Villanueva
      38
      Director of Apparel OperationsCoahuila, Mexico
      
      Gildan Activewear MexicoGaétane Wagner (2)Brossard, Québec, Canada
      45
      Vice-President, Corporate Human Resources 
 (1)
        Executive Management Committee.(2)
        Officers of the Corporation.
  21


********H. Greg Chamandy is one of the founders of the Corporation and has served as Chairman of the Board and Chief Executive Officer since December 1994, prior to which he served in various executive capacities with Gildan. In February 2004, his title was changed to Chairman of the Board, Chairman of the Executive Committe and Co-Chief Executive Officer. Mr. Chamandy has been involved in various Chamandy family textile and apparel businesses for over twenty years.
 **** Glenn J. Chamandyis one of the founders of the Corporation and has served as President and Chief Operating Officer since December 1994, prior to which he served in various executive capacities with Gildan. In February 2004, he became Co-Chief Executive Officer in addition to his other duties. Mr. Chamandy has been involved in various Chamandy family textile and apparel businesses for over twenty years.
 
 ****Robert M. Baylisserves as a director of several large corporations, including the New York Life Insurance Company, Host Marriott Corporation (luxury hotels, resorts and senior living facilities), Covance Inc. (drug development products and services provider), and PartnerRe Ltd. (multi-line reinsurance provider). Mr. Baylis is also an overseer of the University of Pennsylvania Museum, a director of The International Forum, an executive education program at the Wharton School and a member of the Advisory Council of the Economics Department of Princeton University. Mr. Baylis retired from CS First Boston as Vice Chairman in 1996, after thirty-three years with this investment banking firm or associated corporations. ****William H. Houston, IIIis president of World Trade Link, an international business consulting firm he founded in 1988. Mr. Houston served as U.S. Ambassador/Chief Textile Negotiator for the United States Trade Representative during 1987 and 1988 and is a Past President of the Cotton Foundation and the Delta Council of Mississippi. *****Pierre Robitaille*is a business advisor. Mr. Robitaille previously pursued his career at SNC-Lavalin Group Inc., an engineering-construction firm, where he was Executive Vice-President and Chief Financial Officer from 1990 to 1998. Prior to this, Mr. Robitaille was in public practice for more than 20 years with the public accounting and management consulting firm of Ernst & Whinney, where he held the positions of Managing Partner of the Montreal Office, President of the firm in Quebec, and member of its national board of directors. Mr. Robitaille is also on the Board of Directors of Cogeco Cable Inc. and Cogeco Inc. (providers of cable TV, Internet and broadcast services), Swiss Re Company of Canada and Swiss Re Life & Health Co. C
anada (global reinsurance company) and Groupe Beauchemin Editeur Ltee (publisher).
 ****Gerald H.B. Ross joined the Faculty of Management of McGill University as Dean in August 2000. Prior to joining McGill University, Dr. Ross was senior partner of Change Lab International, a consulting organization he founded in 1988 specialized in the development of techniques to assist organizations in building new visions and managing change to create competitive advantage in the marketplace. Since 1998, Dr. Ross is also Chairman and Chief Executive Officer of Astute Inc., an organization that develops advanced context-based learning methodologies for business. During his consulting career, Dr. Ross has worked with some of the worlds premier corporations such as 3M, Xerox, IBM, DuPont, AT&T, Coca-Cola, Reuters and Kodak. Dr. Ross recent academic appointments i
nclude serving as a faculty member on the Wharton International Forum Executive Program on Cross Cultural Issues in Global Management. He also works with the University of Michigans Executive Program and has delivered programs on Managing Change to the banking industry in Saudi Arabia. *****Richard P. Strubel*is President,  Chief  Operating  Officer and Director of UNext,  a provider of advanced  education over the
      Internet  since  1999.  Mr.  Strubel is also on the Board of  Directors  of  Northern  Funds and  Northern  Institutional  Funds of the
      Northern Trust (financial services providers),  Mutual Funds of Goldman Sachs & Co.  and Cantilever  Technologies (software developer).
      He was Managing  Director of Tandem Partners,  Inc., a privately held management  services firm from 1990 to 1999. He was President and
      Chief Executive Officer of Microdot,  Inc. from 1984 to 1994.  Mr. Strubel was President of Northwest Industries,  which included Fruit
      of the Loom and BVD among its operating entities, from 1982 to 1983.


**** Edwin
B. Tischhas served as Executive Vice-President, Manufacturing of the
Corporation since April 1998 and was Vice-President, Manufacturing from 1987 to
1998. Mr. Tisch has over thirty years of international experience in the
textile and apparel industry.


****Laurence
    G. Sellynhas served as Executive Vice-President, Finance and Chief
    Financial Officer of the Corporation since April 1999. He is a Fellow of the
    Institute of Chartered Accountants of England and Wales. Prior to joining
    Gildan, Mr. Sellyn served as Senior Vice-President, Finance and Corporate
    Development and Chief Financial Officer of Wajax Limited, an industrial
    distribution company, where he was employed from October 1992 to March 1999.
    Prior to joining Wajax, he was employed by Domtar Inc., where he held various
    positions, including Corporate Controller and Vice-President, Business Planning
  and Development.


22
 ****Michael
R. Hoffman joined Gildan in November 1997. He served as Vice-President,
Sales and Marketing for the international division until his appointment as
President of Gildan Activewear SRL in February 2001. Prior to joining Gildan,
Mr. Hoffman was employed by Fruit of the Loom, where he last served as
Divisional Vice-President of the Activewear Division.


**** Georges
Sam Yu Sum has been Executive Vice-President, Operations of the Corporation
since 2000. From 1998 to 2000, he served as Vice-President, Operations of the
Corporation and from 1995 to 1998, he served as Director of Operations of the
Corporation. Prior to joining Gildan in 1995, Mr. Sam Yu Sum spent sixteen years
with Dominion Textiles where he served in various managerial capacities, from
manufacturing to sales.





****Gregg
Thomassin was appointed to the position of Executive Vice-President,
Corporate Controller and Chief Information Officer of the Corporation in
November 2003. He joined Gildan as Corporate Controller in February 1999. He
previously held the position of Vice-President, Finance and Administration with
various manufacturing companies. Mr. Thomassin is a Canadian Chartered Accountant.

****Garry
Bell has been with Gildan since 1996 when he joined as Sales Manager. He
became Vice-President, Sales and Marketing in December 1998. In October 2002, he
was appointed General Manager, Canadian Apparel Division while maintaining his
responsibility as Vice-President, Marketing. Mr. Bell worked for the Hanes
Canada division of Sara Lee Corporation for the four years prior to joining
Gildan in the capacity of Eastern Canada Account Executive.

****  Luis
Alonso Brito has been with Gildan since July 2000, when he joined the
Corporation as Plant Manager. He was appointed Vice-President, Apparel
Operations, Gildan Activewear Honduras in September 2003. Prior to joining
Gildan, Mr. Brito worked at Ithaca Industries, a large manufacturing company for
6 years where he held different positions in the areas of Engineering, Quality
Assurance, Import/Export, Operations and Production.





****Ghyslain
Bouchard joined Gildan in August 2001 as Vice-President, Spinning and
Knitting Operations. Prior to joining Gildan, Mr. Bouchard was a professor
of textile manufacturing at the CEGEP of St. Hyacinthe, and a consultant in
textile manufacturing.

****  Kevin
W. Daugherty has been with Gildan since October 1998 when he joined Gildan
Activewear SRL as Director of Operations. He was appointed Vice-President,
Operations in October 1999 and again as Vice-President, Planning and Logistics
of the Corporation in 2001. Prior to joining Gildan, Mr. Daugherty worked
at Fruit of the Loom for ten years in operations, planning, distribution and
cost accounting.


****Javier
Echeverria joined Gildan in June 2003 as Vice-President, Finance and
Systems, Gildan Activewear Honduras. Prior to joining Gildan, Mr. Echeverria
worked for different multinational companies in Central and South America, and
relocated back to his native Honduras, after working during the last five years
in the United States of America for companies such as Cemex, KPMG Consulting,
Chiquita Brands and others. He has over twenty years of experience in the fields
of corporate accounting and managerial finance.


****  David
A. Esones joined Gildan in March 2001 and currently serves as
Vice-President, Corporate Security and Facility Management. Mr. Esones has
served in senior management positions directing loss prevention programs for
large multi-site national corporations. Prior to joining Gildan, he served as
Director of Loss Prevention at AutoNation USA, Inc. since January 1996.


****Daniel
Farina has been with Gildan since November 2001 when he joined Gildans
Corporate Engineering Team as Rio Nance Project Manager. He was appointed
Vice-President, Textile Operations, Gildan Activewear, Honduras in September
2003. Prior to joining Gildan, Mr. Farina worked at Alstyle Apparel and
Activewear. He has 21 years of experience in the textile industry.


****Marc
  Fraimund has been with Gildan since November 1999 when he joined the
  Corporation as a Key Account Sales Executive, in charge of developing a European
  distributor network. He was appointed Vice-President, Sales and Marketing
  Europe, Gildan Activewear SRL in February 2003. Prior to joining Gildan, Mr.
  Fraimund was a Sales and Marketing Director at The Cotton Group SA.  23  ****André Joly joined Gildan in September 2003 as Vice-President, Dyeing, Finishing
  and Cutting Operations. Prior to joining Gildan, he was Director, Worldwide
  Manufacturing Operations for the last 10 years at The Hockey Company.


****  Christian
Langloisjoined the Corporation in February 2000. In February 2001, he was
appointed to the position of Vice-President, Corporate Engineering and
R & D. Between July 1997 and February 2000, he was working with
Gildan as a consultant and was involved in engineering and textile management.
Prior to July 1997, he was Director of Operations for LaGran Canada, a
manufacturer of warp knit goods.


****Gilles
    Léger has been with Gildan since February 2001. He joined as
    Director, Internal Audit and was appointed Vice-President, Finance and
    Administration of Gildan Activewear SRL in February 2002. Prior to joining
    Gildan, Mr. Léger was from 1998 to 2001, Vice-President Finance of
    Expro Inc., a private company that produces chemical products. From 1994 to
    1998, Mr. Léger was Corporate Controller of Wajax Inc., a Canadian
  public company that manufactures and distributes heavy equipment.


****  Stéphane
Lemay joined Gildan in June 2003 as Vice-President, Public and Legal Affairs
and Corporate Secretary. Prior to joining Gildan, Mr. Lemay held different
executive positions with the Telesystem Ltd. group of companies for four years,
including Vice-President, Legal and Corporate affairs for one of its major
operating subsidiary. Prior to this, Mr. Lemay served for two years in the
Office of the Prime Minister of Canada as Policy Advisor, after having practiced
law for five years in a major Montreal law firm.


****Rafael
    Antonio Lopez joined Gildan in June 2003 as Vice-President, Human
    Resources, Gildan Activewear Honduras. Prior to joining Gildan, Mr. Lopez worked
    for twelve years in the human resources field in a variety of regions including
  Australia, Central America, United Kingdom and the United States.


*****John A. Martin*joined the Corporation as  Vice-President,  Sales and Marketing of Gildan  Activewear SRL in March 2001.  Prior
      to joining Gildan, Mr. Martin held several positions with Fruit of the Loom, where he last served as Senior  Vice-President  Activewear
      Sales.


****Benito
Masi has been involved in apparel manufacturing in North America for the
past 25 years. He joined Gildan in 1986, where he held various positions until
February 2001, when he was appointed Vice-President, Apparel Manufacturing. In
September 2003, his title was changed to Vice-President, Corporate Apparel
Operations.

********Bill
    H. Newman joined Gildan in March 2001 as Vice-President, Operations of
    Gildan Activewear SRL. Prior to joining Gildan, Mr. Newman was Principle at Vista Research Group, Inc.
    from 1999 to 2001 and Vice-President of Operations at Outer Banks Shirts, a
    division of Sara Lee Corporation, from 1996 to 1999.


*****Normand Sabourin* joined the Corporation in March 2002 as  Vice-President,  Corporate  Treasurer.  Prior to joining Gildan, Mr.
      Sabourin was Corporate  Treasurer of C-Mac  Industries Inc., a manufacturer of high-tech  equipment,  between June 1998 and March 2002.
      Prior to June 1998, Mr. Sabourin was Treasury Manager of Bombardier Inc., a world leading manufacturer of transportation equipment. *****Graham F.  Sutherland*became  Vice-President,  Internal Audit in February 2002.  Prior to that, he served as  Vice-President,
        Finance and  Administration  of Gildan  Activewear SRL since December 1998. Prior to that, he served as Corporate  Controller at Gildan
        since August 1996. Mr. Sutherland is a Canadian Chartered Accountant.


****Jose
Maria Tainta Villanueva joined Gildan in September 2000 and became Director
of Apparel, Gildan Activewear Mexico in November 2002. Prior to joining Gildan,
Mr. Tainta Villanueva was Operations Manager and Chief Accountant for Banco
Central Hispanoamericano since 1992.

****Gaétane
  Wagner has served as Vice-President, Corporate Human Resources of the
  Corporation since August 2002. Prior to joining Gildan, she was Corporate
  Director, Human Resources of The Hockey Company between 2000 until July 2002,
  and Director, Human Resources and Organizational Development for Kraft Canada
  from 1996 to 2000.  24  H. Greg Chamandy and Glenn J. Chamandy are brothers.


****Officers
and directors of the Corporation as a group own 111,950 Class A Subordinate
Voting Shares, which represents 0.48% of the voting rights attached to all Class
A Subordinate Voting Shares, and 6,094,000 Class B Multiple Voting Shares, which
represents 100% of the Class B Multiple Voting Shares.

**ITEM 9 —          ADDITIONAL INFORMATION** ******A — Memorandum and Articles of Association**


****Our
authorized share capital currently consists of an unlimited number of First
Preferred Shares, issuable in series, an unlimited number of Second Preferred
Shares, issuable in series (collectively, the Preferred
Shares), an unlimited number of Class A Subordinate Voting Shares and
an unlimited number of Class B Multiple Voting Shares, all of which are without
par value. As of the date of this annual information form, only Class A
Subordinate Voting Shares and Class B Multiple Voting Shares are issued and
outstanding. The following is a summary of the material terms of our authorized
share capital as set forth in the Articles of the Corporation. This summary is
qualified in its entirety by reference to, and is subject to, the detailed
provisions of the Articles, as amended, and the Trust Agreement.

****On February 3, 2004, Gildan announced that H. Greg Chamandy and Glenn J. Chamandy, who control 100% of the voting rights attached to the Class B Multiple Voting Shares through their respective holding companies, had indicated to the Board of Directors their intention to convert their Class B Multiple Voting Shares into Class A Subordinate Voting Shares on a 1:1 basis.

First
Preferred Shares





Issuance
in Series

****The
  First Preferred Shares are issuable in series and the Board of Directors has the
  right, from time to time, to fix the number of, and to determine the
  designation, rights, privileges, restrictions and conditions attaching to, the
  First Preferred Shares of each series subject to the limitations, if any, set
  out in the Articles of the Corporation.  25  Rank


**** The
First Preferred Shares rank senior to the Second Preferred Shares and the Equity
Shares with respect to the payment of dividends, return of capital and the
distribution of assets in the event of the liquidation, dissolution or
winding-up of Gildan. The First Preferred Shares in each series rank equally
with the First Preferred Shares of any other series.


Voting
Rights


**** Unless
the Articles otherwise provide with respect to any series of the First Preferred
Shares, the holders of the First Preferred Shares are not entitled to receive
any notice of or attend any meeting of the shareholders of Gildan and are not
entitled to vote at any such meeting.





Second
Preferred Shares

Issuance
in Series





****The
Second Preferred Shares are issuable in series and the Board of Directors has
the right, from time to time, to fix the number of, and to determine the
designation, rights, privileges, restrictions and conditions attaching to, the
Second Preferred Shares of each series subject to the limitations, if any, set
out in the Articles of the Corporation.

Rank





****The
Second Preferred Shares are subject and subordinate to the rights, privileges,
restrictions and conditions attaching to the First Preferred Shares. The Second
Preferred Shares rank senior to the Equity Shares with respect to payment of
dividends, return of capital and distribution of assets in the event of the
liquidation, dissolution or winding-up of Gildan. The Second Preferred Shares in
each series rank equally with the Second Preferred Shares of any other series.

Voting
Rights





****Unless
the Articles otherwise provide with respect to any series of the Second
Preferred Shares, the holders of the Second Preferred Shares are not entitled to
receive any notice of or attend any meeting of the shareholders of Gildan and
are not entitled to vote at any such meeting.

Equity Shares





****Except
as described herein, the Class A Subordinate Voting Shares and the Class B
Multiple Voting Shares are equal in all respects and will be treated as if they
were shares of one class only.

Rank





****The
Equity Shares rank junior to the First Preferred Shares and the Second Preferred
Shares with respect to the payment of dividends, return of capital and
distribution of assets in the event of the liquidation, dissolution or
winding-up of Gildan.

Dividends





****The
holders of outstanding Equity Shares are entitled to receive dividends on a
share-for-share basis out of assets legally available therefor at such times and
in such amounts as the Board of Directors may from time to time determine
without preference or distinction among or between the Class A Subordinate
Voting Shares and the Class B Multiple Voting Shares.

Voting
Rights





****Except
as set forth in the third succeeding paragraph, the Class A Subordinate Voting
Shares carry one vote per share and the Class B Multiple Voting Shares carry
eight votes per share. There is no cumulative voting. The holders of Class A
Subordinate Voting Shares and the holders of Class B Multiple Voting Shares are
entitled to receive notice of any meeting of our shareholders and to attend and
vote at such meeting as a single class on all matters to be voted on by our
shareholders, except for the election and the removal of directors as described
below and as otherwise required by applicable law.

**** With respect to the election of directors, the Articles of the Corporation provide that the Board of Directors will consist of between five and fifteen members. The Board of Directors currently has eight members. For as long as any Class B Multiple Voting Shares are outstanding, at all shareholder meetings held after October 4, 1998 at which directors are elected, (a) two of the directors will be elected by the holders of the Class A Subordinate Voting Shares only, voting as a separate class and (b) the remaining directors will be elected by the holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares, voting together as a single class, with holders of Class A Subordinate Voting Shares having one vot
e per share and holders of Class B Multiple Voting Shares having eight votes per share. Because of the voting rights attached to the Class B Multiple Voting Shares, holders of Class B Multiple Voting Shares may be able to elect all of the directors other than the two Class A Directors even when the number of outstanding Class B Multiple Voting Shares is a very small proportion of the number of Equity Shares outstanding. See Item 4Narrative Description of the BusinessRisk Factors.
 ****Directors may be removed, with or without cause, only by the holders of the class or classes of Equity Shares that, as of the date such removal is effected, would be entitled to elect such director at the next annual meeting of shareholders. Vacancies in a directorship may be filled only by (a) the remaining directors elected by holders of each class of Equity Shares that (1) elected such director and (2) as of the date such vacancy is filled, would be entitled to elect such director at the next annual meeting of shareholders or (b) if there are no such remaining directors, then by the vote of the holders of the class or classes of Equity Shares that, as of the date such vacancy is filled, would be entitled to elect such director at the next annual meeting of shareholders, voting as a special
class at a meeting, special or otherwise, of the holders of Equity Shares of such class or classes.







26  ****The
Articles provide that each Class A Subordinate Voting Share and each Class B
Multiple Voting Share entitles its holder to one vote per share with respect to
(a) shareholder approvals required (1) by section 189(3) of the Canada
Business CorporationsAct in respect of a sale, lease or exchange of all or
substantially all of Gildans property other than in the ordinary course of
business as therein described, except to one of Gildans wholly-owned
subsidiaries, (2) by section 183 of the Canada Business Corporations Act in respect of an amalgamation of Gildan with one or more amalgamating companies,
which are not one of Gildans wholly-owned subsidiaries, (3) in connection
with the liquidation, dissolution or winding-up of Gildan or (4) in connection
with the issuance of Equity Shares as consideration for the acquisition of
shares or assets of another company where such issuance requires shareholder
approval in accordance with the rules of a stock exchange on which the Equity
Shares are listed, and (b) any amendment to Gildans Articles or By-Laws
which alter, amend or repeal the provisions described in clause (a) above.





Conversion

**** The
Class A Subordinate Voting Shares cannot be converted into any other class of
shares. Each outstanding Class B Multiple Voting Share may at any time, at the
option of the holder, be converted into one Class A Subordinate Voting Share and
must be so converted upon a transfer other than a Permitted Transfer (as defined
below). Each Class B Multiple Voting Share will automatically convert into one
Class A Subordinate Voting Share in any of the following cases (each a Triggering Event):


(a)
      ****
      upon the death of the later to die of H. Greg Chamandy or Glenn J. Chamandy;(b)
      
      at any time that neither H. Greg Chamandy nor Glenn J. Chamandy is Chief Executive Officer or Chief Operating Officer of Gildan;****(c)
      
      in the event that more than 40% of the Class B Multiple Voting Shares for the time being outstanding are converted into Class A Subordinate Voting Shares;(d)
      
      in the event that more than 40% of the Class B Multiple Voting Shares for the time being outstanding (or such number of shares of a Holding Entity (as defined below) as would correspond to more than 40% of the Class B Multiple Voting Shares for the time being outstanding) are transferred, directly or indirectly, otherwise than in a Permitted Transfer (as defined below); (e)
      
      in the event (a) of the death of either H. Greg Chamandy or Glenn J. Chamandy or (b) that either H. Greg Chamandy or Glenn J. Chamandy ceases to be Chief Executive Officer or Chief Operating Officer of Gildan, and that upon and from such event (1) the later to die of H. Greg Chamandy or Glenn J. Chamandy or (2) the later to cease to be Chief Executive Officer or Chief Operating Officer of Gildan of H. Greg Chamandy or Glenn J. Chamandy does not exercise, directly or indirectly, voting control over all of the shares of Holding Entities (as defined below), if any, and the Class B Multiple Voting Shares which, on the date of such occurrence, were beneficially owned by the deceased or retiring brother;(f)
      
      in the event that the Board of Directors, in a directors circular or otherwise, makes a recommendation to accept, or makes a statement to the effect that the directors are unable to make or are not making a recommendation to shareholders of Gildan with respect to a takeover bid on the Class A Subordinate Voting Shares; or(g)
      
      in the event that any creditor holding a permitted security or permitted security interest over any Class B Multiple Voting Shares or any shares of a Holding Entity (as defined below) acquires, sells, causes to be sold or otherwise disposes of such shares and such action would have the effect contemplated at clause (d) above.


27  ****For
    purposes hereof, any transfer of shares of the Principal Shareholders or of a
    Permitted Transferee (as defined below), to the extent such entity then holds
    any Class B Multiple Voting Shares (a Holding Entity), shall
    be considered a transfer of Class B Multiple Voting Shares, with the necessary
  modifications.




****Notwithstanding
  the foregoing, Class B Multiple Voting Shares and shares of Holding Entities, if
  any, may be transferred in the following circumstances (each, a Permitted Transfer):


(a)
      
      a
    transfer in favor of a Permitted Transferee;****(b)
      
      a transfer, directly or indirectly, between H. Greg Chamandy and Glenn J. Chamandy and from Edwin B. Tisch to one or both of H. Greg Chamandy and Glenn J. Chamandy of up to 40% of the Class B Multiple Voting Shares beneficially owned respectively by each of H. Greg Chamandy, Glenn J. Chamandy or Edwin B. Tisch or by each of their respective Holding Entity for the time being outstanding;****(c)
      
      upon the death of the first to die of H. Greg Chamandy or Glenn J. Chamandy, such shares as are then beneficially owned, directly or indirectly, by the deceased may be (1) sold to the survivor or his Holding Entity or (2) be transferred to the spouse or the living children of the deceased (either outright or by means of a spousal trust), by will or the law of succession, provided always that the survivor maintains full and complete voting control, whether directly or indirectly, over such shares;(d)
      
      upon the first to retire of H. Greg Chamandy or Glenn J. Chamandy, such shares as are then beneficially owned by the retiring brother, directly or indirectly, may be sold to the other brother or his Holding Entity;(e)
      
      upon the death or retirement of Edwin B. Tisch, such shares as are then beneficially owned by Edwin B. Tisch, directly or indirectly, may be sold to H. Greg Chamandy, Glenn J. Chamandy or to their respective Holding Entity or, to the extent one or the other of H. Greg Chamandy or Glenn J. Chamandy has passed away and transferred all of the shares of Holding Entities, if any, or all of Class B Multiple Voting Shares to his spouse or living children as contemplated at (c)(2) of this paragraph, the spouse or living children of such deceased person, provided always that the purchasers maintain, or, to the extent one or the other of H. Greg Chamandy or Glenn J. Chamandy has passed away, the survivor maintains full and complete voting control over such shares;(f)
      
      in the case of a Permitted Transfer contemplated by (b), (c), (d) and (e) above, the purchaser may charge, pledge, hypothecate or otherwise encumber any Class B Multiple Voting Shares or shares of Holding Entities, if any, beneficially owned by him (including the shares acquired by him in such sale) in favor of a third party or of the seller of such shares to secure any indebtedness incurred for the purpose of financing, in whole or in part, such sale; and (g)
      
      the granting by H. Greg Chamandy, Glenn J. Chamandy or Edwin B. Tisch of a security interest, by way of a pledge, hypothecation or otherwise, directly or indirectly, of up to 40% of the Class B Multiple Voting Shares beneficially owned respectively by each of H. Greg Chamandy, Glenn J. Chamandy or Edwin B. Tisch or their respective Holding Entity for the time being outstanding. ****As used in this annual information form, the term Permitted Transferee refers only to the following: (a)
      
      in the case of Class B Multiple Voting Shares or of shares of Holding Entities beneficially owned by H. Greg Chamandy, H. Greg Chamandy, corporations, limited or unlimited liability companies, partnerships or trusts controlled (within the meaning of the Income Tax Act (Canada)), directly or indirectly, by H. Greg Chamandy, provided the shares or other interest not held by H. Greg Chamandy are beneficially held by a person related (within the meaning of the Income Tax Act (Canada)) to H. Greg Chamandy;(b)
      
      in the case of Class B Multiple Voting Shares or of shares of Holding Entities beneficially owned by Glenn J. Chamandy, Glenn J. Chamandy, corporations, limited or unlimited liability companies, partnerships or trusts controlled (within the meaning of the Income Tax Act (Canada)), directly or indirectly, by Glenn J. Chamandy, provided the shares or other interest not held by Glenn J. Chamandy are beneficially held by a person related (within the meaning of the Income Tax Act (Canada)) to Glenn J. Chamandy; and


28  ****(c)
      
      in the case of Class B Multiple Voting Shares or of shares of Holding Entities beneficially owned by Edwin B. Tisch, Edwin B. Tisch, corporations, limited or unlimited liability companies, partnerships or trusts controlled (within the meaning of the Income Tax Act (Canada)), directly or indirectly, by Edwin B. Tisch, provided the shares or other interest not held by Edwin B. Tisch are beneficially held by a person related (within the meaning of the Income Tax Act (Canada)) to Edwin B. Tisch and provided always that the current voting arrangements in connection with the Class B Multiple Voting Shares are maintained. Subdivision
  or Consolidation




**** No
subdivision or consolidation of the Class A Subordinate Voting Shares or the
Class B Multiple Voting Shares may be carried out unless, at the same time, the
Class A Subordinate Voting Shares or Class B Multiple Voting Shares, as the case
may be, are subdivided or consolidated in the same manner and on the same basis.





****No
stock dividend may be declared and paid by Gildan on the Class B Multiple
Voting Shares or the Class A Subordinate Voting Shares unless a stock
dividend is declared and paid by Gildan on a pro rata basis on the Equity
Shares. No Class B Multiple Voting Shares may be issued in connection with
a transaction unless the issuance is made by way of a distribution to all
holders of Class A Subordinate Voting Shares of Gildan on a pro rata
basis. In case of a stock split, consolidation or stock dividend, all share
calculations provided for herein will be adjusted accordingly.

Additional
Issuance of Class B Multiple Voting Shares





****Gildan
may not issue Class B Multiple Voting Shares without the prior approval of the
holders of the Class A Subordinate Voting Shares. Approval must be given by a
special resolution of the holders of the Class A Subordinate Voting Shares at a
meeting of shareholders. However, approval is not required in connection with a
subdivision or a stock dividend made on a pro rata basis as between the Class A
Subordinate Voting Shares and the Class B Multiple Voting Shares as set forth in
the paragraph above and as permitted under the Articles of the Corporation.

Liquidation
Rights and Other Matters





****The
Equity Shares are not redeemable. Upon the liquidation, dissolution or
winding-up of Gildan, the holders of Class B Multiple Voting Shares and Class A
Subordinate Voting Shares are entitled to participate equally, share-for-share,
in the remaining property and assets of Gildan available for distribution to the
holders of Equity Shares.

****As
  mentioned previously, our Articles authorize the issuance of an unlimited number
  of First Preferred Shares and Second Preferred Shares, which our Board of
  Directors may issue in one or more series and determine the conversion and other
  rights and preferences of any such series without any further action on the part
  of the shareholders. The issuance of Preferred Shares could be used to delay or
  prevent a change in control transaction by: ****(a)****discouraging an unsolicited acquisition proposal;
 ****(b)****discouraging a proxy contest; **** (c) **** making more difficult the acquisition of a substantial block of Class A Subordinate Voting Shares; or
 
 ****(d)****limiting the price that investors might be willing to pay for Class A Subordinate Voting Shares. **** B — Related Party Transactions
 
 ****The following is a description of the material transactions (or proposed transactions) for the preceding three financial years between Gildan and related parties in which any director, officer or principal shareholder of Gildan, or any associates or affiliates thereof, has had or expects to have a material interest.


29  Purchase of
Ville Saint-Laurent Facility





****On
December 1, 2000, the Corporation purchased the facility containing its
executive offices and knitting operations in Ville Saint-Laurent (which now
forms part of Montreal) from Harco at fair market value, namely $6.8 million,
based on valuations provided to the independent members of the Board. The
purchase price was satisfied by the assumption of the mortgage on the building,
as well as the cancellation of indebtedness of Harco towards the Corporation.
Prior to December 1, 2000, the Corporation leased that facility from Harco, and
paid rent of approximately $123,656 in fiscal 2001 to Harco pursuant to this
lease. The Corporation believes that the terms of this lease were no less
favorable to the Corporation than could have been obtained if the lease had been
entered into with an unaffiliated third party.

Registration
Rights Agreement





****The
Principal Shareholders (as holders of Class B Multiple Voting Shares) and
the Fund, the H. Greg Chamandy Family Trust, the Glenn J. Chamandy Family
Trust, the Shirley Chamandy Family Trust and the Tisch Family Trust (as holders
of Class A Subordinate Voting Shares) (collectively, the Holders) are parties to a registration rights agreement with
Gildan pursuant to which they each have the right, subject to certain
conditions, to require us to register the Class A Subordinate Voting Shares
or the Class B Multiple Voting Shares (upon their conversion to
Class A Subordinate Voting Shares), as the case may be, held by them under
the United States Securities Act of 1933, as amended
(the Securities Act). Pursuant to the registration
rights agreement, the Holders are granted an unlimited number of demand and
piggy-back registration rights, except that no demand registration may be
effected within one year after any other demand registration. We have agreed to
pay all expenses incurred in connection with all piggy-back registrations and
with the first five demand registrations, and will share expenses ratably with
the Holders in connection with any additional demand registrations. The
registration rights agreement provides for indemnities between us and the
Holders for certain liabilities arising under the Securities Act.

**** C — Exchange
Controls





****There
are currently no laws, decrees or regulations in Canada imposing restrictions on
the import or export of capital or that affect remittances of dividends on our
Class A Subordinate Voting Shares.

**** Except
as provided in the Investment Canada Act (Canada) (the Investment Act), there are no limitations under the laws of
Canada or in our constating documents with respect to the right of foreigners to
hold and/or vote the Class A Subordinate Voting Shares.





****The
Investment Act requires a non-Canadian making an investment to acquire control,
directly or indirectly, of a Canadian business, the gross assets of which exceed
certain defined threshold levels, to file an application for review with the
Director of Investments, the federal government official responsible for the
administration of the Investment Act. As a result of the Canada-United States
Free Trade Agreement, the Investment Act was amended to provide distinct
threshold levels for citizens of the United States who acquire control of a
Canadian business. With the implementation of NAFTA, Mexico was accorded the
same treatment as the United States and, in 1994, in implementing the agreements
establishing the World Trade Organization, Canada extended the distinct
threshold levels to investors from all members of the World Trade Organization.

****A Canadian business is defined in the Investment Act as a business carried on in Canada that has a place of business in Canada, an individual or individuals in Canada who are employed or self-employed in connection with the business, and assets in Canada used in carrying on the business.
 **** For the purpose of the Investment Act, direct acquisition of control means a purchase of a majority of the voting interests in a corporation, partnership, joint venture or trust carrying on a Canadian business, or any purchase of all or substantially all of the assets used in carrying on a Canadian business. An acquisition of less than one-third of the voting shares of a corporation is deemed not to be an acquisition of control. An acquisition of less than a majority, but of one-third or more of the voting shares of a corporation is presumed to be an acquisition of control, unless it can be established that the corporation is not in fact controlled by the acquirer through the ownership of voting shares. In the context of a corporation, three methods of acquirin
g control of a Canadian business are basically regulated by the Investment Act: (i) the acquisition of all or substantially all of the assets used in carrying on a Canadian business; (ii) the acquisition, directly or indirectly, of voting shares of a Canadian corporation carrying on a Canadian business; or (iii) the acquisition of voting shares of an entity which controls, directly or indirectly, another entity carrying on a Canadian business.
 
  30


****A
foreign investment will be reviewable under the Investment Act only if the value
of the assets of the Canadian business being acquired is $5 million or more in
the case of a direct acquisition (or where the Canadian assets
acquired constitute more than 50% of the value of all entities acquired) or
$50 million or more in the case of an indirect acquisition.
When an investment is subject to review, it can only be implemented if found to
be of net benefit to Canada.

**** These
threshold levels, however, have been increased for the purposes of the
acquisition of Canadian businesses by investors from countries which are members
of the World Trade Organization, including citizens of the United States, or
member-controlled companies. A direct acquisition by a World Trade Organization
investor is reviewable only if it involves the direct acquisition of a Canadian
business with assets of, in 2003, $223 million or more (this figure is
adjusted annually to reflect inflation). Indirect acquisitions by World Trade
Organization investors are not reviewable, regardless of the size of the
Canadian business acquired, unless the Canadian assets acquired constitute more
than 50% of the value of all entities acquired, in which case the $223
million threshold applies. The definition of a World Trade Organization investor
applies to individuals, governments, World Trade Organization
investor-controlled entities and companies. A foreign company will be World
Trade Organization investor-controlled if the majority of its voting interests
are ultimately owned by nationals of a country member of the World Trade
Organization.





****These
increased thresholds do not apply to acquisitions of Canadian businesses engaged
in certain sensitive areas such as uranium production, financial services,
transportation services or cultural businesses (such as radio, television, cable
and satellite services, and the publication, distribution or sale of books,
newspapers, periodicals, films, music recordings or videos). Foreign investments
in those sensitive areas are all subject to review and approval by Investment
Canada under the Investment Act, regardless of the size of the investment.

**** However,
even if the thresholds are not met and a transaction is not reviewable by the
Director of Investments, a non-Canadian must still give notice to Investment
Canada of the acquisition of a Canadian business within 30 days after its
completion, for informational purposes.





******D —**Taxation

**** The
following discussion is a summary of the material Canadian federal income tax
consequences of the ownership and disposition of Class A Subordinate Voting
Shares by U.S. Holders, as defined below. This summary takes into account the
current provisions of the Income Tax Act (Canada) (the Tax
Act), the regulations thereunder, all specific proposals to amend the
Tax Act publicly announced prior to the date of this annual information form,
the Convention between Canada and the United States with respect to taxes on
income and on capital (the Convention) and the current
published administrative practices and policies of Canada Customs and Revenue
Agency. It assumes that all proposals to amend the Tax Act will be enacted in
their present form and otherwise does not take into account or anticipate
changes in the law, whether by way of judicial decision or legislative action
nor does it take into account provincial, territorial or foreign tax legislation
or considerations. This summary is generally applicable to a person who acquires
the Class A Subordinate Voting Shares and who (i) throughout the
period during which the purchaser owns the Class A Subordinate Voting
Shares, is not resident in Canada for the purposes of the Tax Act and is a
resident of the United States for the purposes of the Convention,
(ii) holds the Class A Subordinate Voting Shares as capital property for the purposes of the Tax Act, and (iii) does not use or hold, and is not deemed for the purposes of the Tax Act to use or hold, such Class A Subordinate Voting Shares in, or in the course of, carrying on a business in Canada (a U.S. Holder). The Class A Subordinate Voting Shares will generally be considered to be capital property to a U.S. Holder unless either the U.S. Holder holds those shares in the course of carrying on a business or the U.S. Holder has acquired those shares in one or more transactions considered to be an adventure in the nature of trade.





****The
  following discussion is intended to be a general description of the Canadian
  federal income tax considerations material to an investment in the Class A
  Subordinate Voting Shares and is not intended to be, nor should it be construed
  to be, legal or tax advice to any prospective investors, and no opinion or
  representation with respect to the income tax consequences to any such
  prospective investor is made. The discussion does not deal with all possible tax
  consequences relating to an investment in the Class A Subordinate Voting
  Shares and does not purport to deal with the tax consequences applicable to all
  categories of investors, some of which (such as dealers in securities, insurance
  companies and tax-exempt entities) may be subject to special rules. In
  particular, the discussion does not address the tax consequences under state,
  provincial, local and other national (e.g., non-United States, non-Canadian) tax
  laws. Accordingly, a holder of Class A Subordinate Voting Shares should
  consult its own tax advisors regarding the particular tax consequences to it of
the holding of the Class A Subordinate Voting Shares.



31

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Taxation of
Dividends





****Dividends
paid or credited (or deemed to be paid or credited) by Gildan to a U.S. Holder
that beneficially owns such dividends generally would be subject to Canadian
withholding tax at the rate of (i) 15% of the gross amount of such
dividends, or (ii) where the U.S. Holder is a company that owns at least
10% of our voting stock, 5% of the gross amount of such dividends. Such
withholding tax would be withheld at source by Gildan on any such dividends paid
or credited (or deemed to be paid or credited) to a U.S. Holder. We would assume
responsibility to remit the amount withheld at source to the Canadian tax
authorities.

**** A
U.S. Holder, which is a trust company, organization or other arrangement
generally exempt from income taxation in the United States in a given taxable
year and operated exclusively either (i) to administer or provide pension,
retirement or employee benefits or (ii) to earn income for the benefit of
an organization referred to in (i) shall not be subject to Canadian withholding
tax on dividends paid or credited (or deemed to be paid or credited) by us in
such year unless such U.S. Holder is related to us or receives such dividends in
the course of carrying on a trade or business.





Taxation of
Sale or Other Disposition

**** A
U.S. Holder will not be subject to tax under the Tax Act on any gain in respect
of the disposition or deemed disposition of Class A Subordinate Voting
Shares unless those Class A Subordinate Voting Shares constitute
taxable Canadian property as defined in the Tax Act for such holder.
The Class A Subordinate Voting Shares generally will not constitute taxable
Canadian property to a U.S. Holder unless the U.S. Holder, persons with whom the
U.S. Holder does not deal at arms length, or the U.S. Holder and such
persons collectively own or have at any time within the five year period
immediately prior to the disposition collectively owned, 25% or more of our
issued shares of any class or series, including rights to acquire shares. Even
if the Class A Subordinate Voting Shares are taxable Canadian property to a
U.S. Holder, gains derived by a U.S. Holder from the disposition of Class A
Subordinate Voting Shares will not be taxable in Canada under the Convention
unless the value of the Class A Subordinate Voting Shares is derived principally
from real property situated in Canada. We believe that the value of our
Class A Subordinate Voting Shares is not currently derived principally from
real property situated in Canada and we do not expect this to change in the
foreseeable future.





Other
Canadian Taxes

**** No
other taxes on income or capital are payable by U.S. Holders in respect of the
Class A Subordinate Voting Shares or the dividends thereon.






32

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******E —**Other
Sources of Additional Information

**** Additional
information including directors and officers remuneration and
indebtedness, principal holders of the Corporations securities, options to
purchase securities and interests of insiders in material transactions, if
applicable, is contained in the Circular, and additional financial information
is provided in the Corporations comparative financial statements for its
most recently completed financial year.





****In
addition, the following documents may be obtained, upon request, from the
Secretary of Gildan:

|(a) | ****when the securities of Gildan are in the course of a distribution under a preliminary short form prospectus or a short form prospectus,
|--- | -------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                            
|    | ****(i)                                                                                                                                    
|    |                                                                                                                                            
|    | (ii)                                                                                                                                       
|    |                                                                                                                                            
|    | (iii)                                                                                                                                      
|    |                                                                                                                                            
|    | (iv)                                                                                                                                       
|    |                                                                                                                                            
|(b) | at any other time, one copy of any documents referred to in clauses (a)(i), (ii) and (iii).                                                

****We
reserve the right to request a fee for the transmission of the information set
forth above, except if the request is made by a shareholder of Gildan or during
the course of a distribution of our securities by means of a prospectus. In such
cases, the transmission of information will be made free of charge.

**** The
documents mentioned above are available from the Secretary of Gildan at the
following address:





****725
    Montée de LiesseMontreal,
    Québec H4T 1P5

Telephone:  (514) 735-2023






33

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A.     Undertaking

Gildan Activewear Inc. (the Registrant) undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the staff of the Securities and Exchange Commission (SEC), and to furnish promptly, when requested to do so by the SEC staff, information relating to the securities in relation to which the obligation to file an annual report on Form 40-F arises or transactions in said securities.

The Registrant has previously filed with the SEC a written irrevocable consent and power of attorney on Form F-X in connection with the Class A Subordinate Voting Shares.

The Registrants Chairman of the Board and Co-Chief Executive Officer and the Registrants Executive Vice-President, Finance and Chief Financial Officer, after evaluating the effectiveness of the Registrants disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(c)) as of October 5, 2003, have concluded that, as of such date, the Registrant disclosure controls and procedures were adequate and effective to ensure that material information relating to the Registrant and its consolidated subsidiaries would be made known to them by others within those entities.

D.     Changes in Internal Control over Financial Reporting

There were no significant changes in the Registrants internal controls over financial reporting or in other factors that could significantly affect the Registrants internal controls over financial reporting subsequent to the date of their evaluation, nor were there any significant deficiencies or material weaknesses in the Registrants internal controls. As a result, no corrective actions were required or undertaken.

E.     Audit Committee Financial Experts

The Registrants board of directors has determined that it has at least two audit committee financial experts serving on its audit committee. Mr. Robert M. Baylis and Mr.  Pierre Robitaille have been determined to be such audit committee financial experts and are independent, as that term is defined by the New York Stock Exchanges listing standards applicable to the Registrant. The SEC has indicated that the designation of Mr. Baylis and Mr.  Robitaille as audit committee financial experts does not make Mr. Baylis and Mr. Robitaille experts for any purpose, impose any duties, obligations or liability on Mr. Baylis and Mr. Robitaille that are greater than those imposed on members of the audit committee and board of directors who do not carry this designation or affect the duties, obligations or liability of any other member of the audit committee.




F.     Code of Ethics




The Registrant has adopted a Code of Ethics and Business Conduct (the Code of Conduct) that applies to all employees and officers, including its principal executive officer, principal financial officer and principal accounting officer. The Code of Conduct is available at the Registrants Internet website, www.gildan.com.

G.     Principal Accountant Fees and Services


In addition to retaining KPMG LLP (KPMG) to report upon the annual consolidated financial statements of the Registrant, the Registrant retained KPMG to provide various audit-related and non-audit services in fiscal 2003. The aggregate fees billed for professional services by KPMG for each of the last two fiscal years were as follows:




Audit Fees  The aggregate audit fees billed by KPMG for professional services rendered for the annual audit of the Registrants consolidated financial statements, the quarterly reviews of the financial statements and services provided in connection with statutory and regulatory filings or engagements were $557,400 for fiscal year ended October 5, 2003 and $490,114 for fiscal year ended September 29, 2002.




Audit-Related Fees  The aggregate audit-related fees billed by KPMG were $104,856 for fiscal 2003 and $74,581 for fiscal 2002. These services consisted of: an audit of the United Kingdom subsidiary, miscellaneous assurance services as well as technical accounting consultations.

---

Tax Fees  The aggregate tax fees billed by KPMG were $353,269 for fiscal 2003 and $184,280 for 2002. These services consisted of: tax compliance including the review of tax returns, assistance regarding income, capital and sales tax audits, the preparation of employee tax returns under the Registrants expatriate tax service program and the preparation of annual transfer pricing studies and tax planning and advisory services relating to domestic and international taxation (i.e., income tax, capital tax, Goods and Services Tax and Value added Tax, and customs and duties).




All Other Fees  The aggregate fees billed by KPMG for professional services rendered for products and services associated with a foreign currency hedging study were $88,000 for fiscal 2003 . There were no Other Fees in fiscal 2002.




All fees billed to the Registrant by KPMG in fiscal 2003 were pre-approved by the Registrants Audit and Finance Committee pursuant to the procedures and policies set forth in the Audit and Finance Committee mandate and pursuant to applicable legislation. The mandate of the Audit and Finance Committee is available at the Registrant's Internet website, www.gildan.com.

H.          Tabular Disclosure of Contractual Obligations


See page 30 of Exhibit 2.

I.          Corporate Governance Guidelines


The Registrant has adopted Corporate Governance Guidelines as well as mandates for its Board of directors and each of its three committees which are available at the Registrants Internet website, www.gildan.com, and are available in print to any shareholder who requests them.



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SIGNATURES


Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

DATED: February 20, 2004

**GILDAN ACTIVEWEAR INC.**By: /s/ Stéphane LemayName: Stéphane LemayTitle: Vice-President, Public and Legal Affairs