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

                                    FORM 10-K

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

For the fiscal year ended July 1, 2000

OR

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

For the transition period from ___________ to ____________

Commission File Number 1-15585

                         DUCK HEAD APPAREL COMPANY, INC.
                         -------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

       Georgia                                         58-2510086
-------------------------                 ------------------------------------
(State of Incorporation)                  (I.R.S. Employer Identification No.)

1020 Barrow Industrial Pkwy,
Winder, Georgia                                                30680
----------------------------------------                    -----------
(Address of Principal Executive Offices)                     (Zip Code)

                                  770-867-3111
                      ---------------------------------------
              (Registrant's Telephone Number, Including Area Code)

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

                                                        Name of Each Exchange
Title of Each Class                                     on Which Registered
-------------------                                     ----------------------

Common Stock, par value $0.01                           American Stock Exchange
Common Stock Purchase Rights                            American Stock Exchange

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

                               Title of each class
                               -------------------
                                      None



                                        1
<PAGE>


Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                 Yes    X                  No _____

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

The aggregate  market value of the common equity held by  non-affiliates  of the
registrant as of September 20, 2000 was:

         Common Stock, $.01 par value  - $1,517,032

The number of shares  outstanding of each of the registrant's  classes of common
stock, as of September 20, 2000 was:

         Common Stock, par value $.01 -  2,407,213

DOCUMENTS  INCORPORATED BY REFERENCE: Portions of the Company's Annual Report to
shareholders  for the  fiscal  year  ended  July 1,  2000  are  incorporated  by
reference into Parts I and II.

Portions of the Company's  definitive  Proxy  Statement to be filed  pursuant to
Regulation  14A for the annual  shareholders'  meeting to be held on November 8,
2000 are incorporated by reference into Part III.


                                        2

<PAGE>



Item 1.  BUSINESS
-----------------

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

         The  forward-looking  statements  in this  document  are  based on Duck
Head's  expectations and are necessarily  dependent upon assumptions,  estimates
and data  that  Duck  Head  believes  are  reasonable  and  accurate  but may be
incorrect, incomplete or imprecise.  Forward-looking statements are also subject
to a number of business risks and uncertainties, any of which could cause actual
results  to  differ  materially  from  those  set  forth  in or  implied  by the
forward-looking  statements. Many of these risks and uncertainties are described
under the subheading  "Risk  Factors" below and are beyond Duck Head's  control.
Accordingly,  any forward-looking statements do not purport to be predictions of
future events or circumstances and may not be realized.

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

SUMMARY OF DUCK HEAD AND ITS BUSINESS

         Duck Head Apparel  Company,  Inc.  ("Duck Head" or the  "Company") is a
Georgia  corporation with its principal executive offices located at 1020 Barrow
Industrial Parkway, Winder, Georgia 30680 (telephone number: 770-867-3111). Duck
Head  designs,  sources,  produces,  markets  and  distributes  boys'  and men's
value-oriented casual sportswear predominantly under the 134-year-old nationally
recognized "Duck Head(R)" (Reg.  Trademark) label.  Duck Head's  collections are
centered around its core khaki trouser. Duck Head sells its apparel primarily in
the  Southeastern  and  Southwestern  United  States to  national  and  regional
department store chains and large specialty apparel retailers. In addition, Duck
Head operates 26 retail apparel  outlet stores that sell primarily  closeout and
irregular  "Duck Head"  products.  Duck Head also  licenses the use of the "Duck
Head"  trademark  for the  manufacture  and sale of  certain  apparel  items and
accessories. Duck Head has operations in 9 states and Costa Rica, and at July 1,
2000 had approximately 550 employees.

DUCK HEAD DISTRIBUTION AND RELATED TRANSACTIONS

         Duck Head was incorporated on December 10, 1999 as an indirect  wholly-
owned  subsidiary  of  Delta  Woodside  Industries,  Inc.   (NYSE: DLW)  ("Delta
Woodside").

         Pursuant to a  distribution  agreement (the  "Distribution  Agreement")
among Delta Woodside,  Duck Head and Delta Apparel,  Inc., a Georgia corporation
("Delta Apparel"),  the following transactions,  among others, were completed in
May 2000 (the "Intercompany Reorganization"):




                                        3

<PAGE>



     (a)  Delta  Woodside  and  its   subsidiaries   (other  than  Delta  Mills)
          contributed, as contributions to capital, all net debt amounts owed to
          any of them by the corporations that had been conducting the Duck Head
          Apparel Company division's  business,  with certain exceptions.  These
          intercompany  contributions  of debt  did  not,  however,  affect  any
          obligation  that Delta  Woodside,  Duck Head or Delta Apparel may have
          under the  Distribution  Agreement or the tax sharing  agreement  (the
          "Tax Sharing  Agreement")  among Delta  Woodside,  Duck Head and Delta
          Apparel. Prior to completion of the Intercompany  Reorganization,  the
          Duck  Head  Apparel  Company  division's  assets  were  owned by Delta
          Woodside and several of its wholly-owned subsidiaries.

     (b)  All the assets used in the operations of the Duck Head Apparel Company
          division's  business were  transferred to Duck Head or a subsidiary of
          Duck  Head  to the  extent  not  already  owned  by  Duck  Head or its
          subsidiaries.

     (c)  Duck Head  assumed  all of the  liabilities  of the Duck Head  Apparel
          Company  division  of  Delta  Woodside,  and  caused  all  holders  of
          indebtedness  for  borrowed  money that were part of the assumed  Duck
          Head  liabilities  and all  lessors  of  leases  that were part of the
          assumed Duck Head  liabilities to agree to look only to Duck Head or a
          subsidiary  of Duck Head for  payment  of that  indebtedness  or lease
          (except  where  Delta  Woodside  or  Delta  Apparel,   as  applicable,
          consented to not being released from the obligations).

         On June 30, 2000,  Delta Woodside  completed the pro rata  distribution
(the "Duck Head  Distribution")  of all the outstanding  shares of Duck Head and
the  pro  rata  distribution  (the  "Delta  Apparel  Distribution")  of all  the
outstanding  shares of Delta Apparel to the holders of record of Delta  Woodside
shares  on  June  19,  2000.  In the  Duck  Head  Distribution,  Delta  Woodside
distributed  one share of Duck Head  common  stock to each of those  holders for
every ten shares of Delta Woodside  common stock owned of record by that holder.
As a result of the Duck Head  Distribution,  Duck Head became on June 30, 2000 a
separate  public  reporting  company,  the common  stock of which  trades on the
American Stock Exchange under the symbol "DHA".

BUSINESS

         The following information under this subheading,  "Business", describes
Duck Head as if the Intercompany Reorganization,  the Duck Head Distribution and
related  transactions  had been  consummated  at the  beginning  of the  periods
described.  All  references  in this  document  to Duck Head  refer to Duck Head
Apparel Company, Inc., together with its subsidiaries.

         Duck Head designs, sources, produces, markets and distributes boys' and
men's  casual  sportswear   predominantly  under  the  134-year-old   nationally
recognized "Duck Head(R)" (Reg.  Trademark) label.  Duck Head's  collections are
centered around its core khaki trouser. Duck Head sells its apparel primarily in
the  Southeastern  and  Southwestern  United  States to  national  and  regional
department store chains and large specialty apparel retailers. In addition, Duck
Head operates 26 retail apparel  outlet stores that sell primarily  closeout and
irregular  "Duck Head"  products.  Duck Head also  licenses the use of the "Duck
Head"  trademark  for the  manufacture  and sale of  certain  apparel  items and
accessories. Duck Head has operations in 9 states and Costa Rica, and at July 1,
2000 had approximately 550 employees.



                                        4

<PAGE>



         Products, Marketing and Manufacturing
         -------------------------------------

         Duck Head produces  collections  of men's and boys' casual apparel sold
under the "Duck Head(R)" (Reg.  Trademark)  label,  primarily pants,  shorts and
shirts.  The main  products  sold by Duck Head are shorts and pants and long and
short  sleeve,  knitted  and  woven,  shirts.  In  addition,  Duck Head  sells a
relatively small amount of men's and boys' woven uniforms, sportswear and casual
wear under the private labels of its customers.

         The "Duck  Head(R)" (Reg.  Trademark)  label has been  associated  with
apparel since 1865 and has been  historically  distributed  in the  Southeastern
United States. To market its products more  effectively,  Duck Head has expanded
its marketing  efforts in department  stores through the use of in-store  shops.
In-store  shops  enable the  business  to  maintain  prime  retail  floor  space
year-round.  Duck Head believes  that these  in-store  shops enhance  brand-name
recognition,  permit  more  complete  merchandising  of Duck  Head's  lines  and
differentiate  the  presentation of its products from those of other  producers.
The "shop" display format of the Duck Head line utilizes  dedicated retail floor
space in the  sportswear  department  that is  positioned  with  other  national
brands. Duck Head opened its first in-store Duck Head shop in April 1997 and now
has in place  approximately  420 men's,  180 boys' and 150 big and tall shops in
major department  stores.  Currently,  approximately  one-third of the stores in
which Duck Head products are sold have Duck Head in-store shops.

         Duck Head has entered into gross margin support agreements with several
of its major  customers.  Under these  agreements,  the  retailer is entitled to
reduce the amount  payable to Duck Head for any retail  gross  margin  shortfall
below the target gross margin.  In connection with these  agreements,  Duck Head
and the customer  agree upon a markdown  schedule that is largely  determined by
the number of days the product remains on the floor.

         Duck Head licenses the use of the "Duck Head(R)" (Reg. Trademark) label
to third party licensees for the manufacture and sale of products that Duck Head
does not sell,  including children's wear (boys ages 0 to 7 years and girls ages
0 to 14 years), footwear,  luggage, hosiery and accessories.  These arrangements
require  that the  licensee  pay Duck Head a royalty fee for the use of the Duck
Head trademark.

         "Duck Head"  labeled  products  are  primarily  marketed by an employed
sales staff to regional and national retailers.  Duck Head also uses independent
sales representatives, primarily with respect to sales to specialty stores. Duck
Head's  marketing  office is based in  Winder,  Georgia,  with  sales  personnel
located throughout the country. Duck Head has a sales office in New York City.

         During  fiscal  2000,  1999 and 1998,  approximately  29%, 24% and 21%,
respectively,  of Duck Head's sales were to J. C. Penney, Inc. No other customer
accounted  for 10% or more of Duck  Head's  sales  during any of those  periods.
Sales to five customers accounted for approximately 48% of Duck Head's net sales
in fiscal 2000, 46% in fiscal year 1999 and 45% in fiscal year 1998.

         Duck Head operates a  distribution  facility and a small  manufacturing
repair unit in Winder,  Georgia and a leased sewing and finishing plant in Costa
Rica. At 2000, 1999 and 1998 fiscal year ends, Duck Head's  long-lived assets in
Costa Rica comprised 5.1%, 4.3% and 6.3%, respectively, of Duck Head's total net
property, plant and equipment.



                                        5

<PAGE>



         "Duck Head" product mix includes core basic apparel  items,  key items,
and fashion items, which in fiscal 2000 accounted for approximately 46%, 31% and
23% of "Duck Head" label sales,  respectively.  Core basic  apparel  items,  key
items  and  fashion  items  accounted  for   approximately   44%,  7%  and  49%,
respectively,  of "Duck Head" label sales in fiscal 1999 and approximately  45%,
7% and 48%, respectively,  of "Duck Head" label sales in fiscal 1998. Core items
are available year round and are generally  required to be inventoried to permit
replenishment  shipments to retail customers based on retail sales patterns. Key
items  generally have a shipping season of  approximately  six months and during
their six month selling season are generally inventoried to permit replenishment
shipments  to  retail  customers.   "Duck  Head"  fashion  items  are  generally
inventoried to match projected orders.  Customer private label apparel items are
generally made only to order.

         Duck Head has begun implementation of a vendor managed inventory system
with its largest customer and with some of its other customers. Under the vendor
managed  inventory  system,  Duck Head  establishes  model stock  levels that it
wishes to  maintain  at each  individual  store of the  customer.  Weekly  sales
transactions are  electronically  sent by the customer to Duck Head. Duck Head's
system then  determines  the amount of inventory  that should be  replenished to
each store of the customer and generates  pre-authorized orders to replenish the
stock based on the previous  week's sales and any  adjustment to the model stock
levels that Duck Head determines are appropriate. Prior to the implementation of
the  vendor-managed  inventory  system,  the retailer  determined  when and if a
replenishment  order was  required.  This  process led to delays and  stock-outs
which resulted in lost sales.

         Duck Head's products are manufactured primarily from 100% cotton.

         Duck Head  purchases  the fabrics  used in its  products  from  several
producers,  the loss of any of which  would not be  expected  to have a material
adverse effect on Duck Head.  Approximately 30% of its garments are sewn in Duck
Head's own facilities. Duck Head acquires the remainder of its finished products
from third party  contractors  throughout  the world that operate in  accordance
with Duck Head's design,  specification and production  schedules.  This outside
production  takes the form of  cutting  and  sewing  with  fabric  and  patterns
supplied  by Duck  Head,  or  providing  finished  garments  made  to Duck  Head
specifications.  Duck Head is in the  process  of  developing  a  cost-effective
full-package sourcing operation to procure more of its product from a variety of
suppliers  around  the  world.  Under a  full-package  sourcing  operation,  the
supplier  furnishes a finished  garment  with the purchase  commitment  normally
secured  under a letter  of credit  arrangement  in favor of the  supplier.  The
supplier owns the  inventory  until it is delivered to the  designated  shipping
point.  Previously,  most of Duck Head's product was made either through its own
manufacturing  facilities or through third party sewing contractors.  Under this
approach,  Duck Head  acquired  rolls of fabric from  outside  vendors,  cut the
fabric  in  its  own   facilities  and  then  sewed  the  garments  in  its  own
manufacturing  facilities in the United States or Costa Rica or had the garments
sewn in third  party  contractor  facilities  mostly in Mexico or the  Caribbean
basin.  This sourcing method required Duck Head to procure the raw materials and
to own the  work-in-process  inventories,  which resulted in inventory ownership
covering the six to ten weeks of the production  process.  Duck Head maintains a
staff of quality specialists who consistently monitor work in process at outside
companies.  Duck Head has long-term relationships with a number of international
contractors for these services.  Duck Head believes that there is ample capacity
among outside contractors worldwide to meet its future production requirements.




                                        6

<PAGE>

         Duck Head's distribution  facility has the capacity, with a relatively
small amount  ofcapital  expenditures,  to handle at least two times the current
sales volume.  All products are warehoused in Duck Head's facilities and shipped
to customers using common carriers.

         Duck Head has an extensive quality control effort.  During the past few
years,  Duck Head has worked with its vendors to implement its quality standards
in all of its vendors' facilities.

         Duck  Head  acquires  a  substantial  quantity  of its knit and a small
quantity  of  woven  shirts  from  an  unrelated  third  party  contractor  with
facilities in various  countries  and a sales office in Duck Head's  building in
Winder,  Georgia.  Duck  Head  purchases  goods  from this  contractor  based on
favorable  prices and delivery  experience.  Duck Head does not have a long-term
product  supply  contract  with this  company.  Duck Head believes that there is
ample production  capacity  available through other outside vendors,  that would
enable it to replace  this third party  contractor  with similar  production  at
prices that are  competitive and that the loss of this producer would not have a
material adverse effect.  Duck Head recently entered into a four-year  licensing
contract  with this third party (with an option by the  licensee to renew for an
additional  three  years)  whereby  the third  party will  manufacture  and sell
children's  wear (boys ages 0 to 7 years and girls ages 0 to 14 years) under the
"Duck Head"(R) label.

         Duck Head recently  began  contract  distribution  for this third party
which should increase the current volume in Duck Head's distribution facility by
approximately 30%. Duck Head has also entered into a joint undertaking with this
contractor to supply private label merchandise to a national discount  retailer.
Duck Head will provide contract distribution services to the joint undertaking.

         Shipments  by  the  wholesale  segment  of  Duck  Head's  business  are
generally  highest in the first and third fiscal  quarters,  coinciding with the
shipments to retailers for the strong back-to- school selling season and initial
spring assortment shipments.  Duck Head retail store sales typically peak during
the first,  second and fourth  fiscal  quarters,  coinciding  with the  back-to-
school season,  Christmas  season and summer  season.  During the summer season,
demand for "Duck Head" shorts is highest.  The  offsetting  peak quarters of the
two segments help to reduce any significant seasonality impact on overall sales.
Seasonality does affect cash flow as cash flow is generally weakest in the third
fiscal quarter when retail segment sales are the weakest and accounts receivable
on wholesale sales are at their peak.

         Duck  Head  has  26  outlet  stores  located  in  9  Southeastern   and
Southwestern  states.  These stores, which are located primarily in outlet malls
in suburban  locations,  sell  principally  closeout and  irregular  "Duck Head"
products.  They  also  sell a  small  amount  of  apparel  and  accessory  items
manufactured by Duck Head licensees.

         Business Strategy
         -----------------

         Duck Head  believes  that its  trademarks  have  considerable  consumer
acceptance  and  that it may  have  more  flexibility  than  some of its  larger
competitors to respond to shifts in market demand.  Since the end of fiscal year
1999,  Duck Head has initiated a strategy  that it believes  will  capitalize on
these strengths. This strategy includes the following components:

         -        Position its products in  department  stores on the main floor
                  men's area adjacent to other  mid-price  brands such as Chaps,
                  Dockers  and  Savane.  Duck Head  believes  that it  currently
                  enjoys the ability to deliver  excellent retail margins to its
                  customers  due  to  its   distribution   strategy  of  selling
                  primarily to better department,


                                        7

<PAGE>



                  family and specialty stores and the national chain stores.

         -        Develop a significant presence outside of the Southeastern and
                  Southwestern  United  States  where  the Duck  Head  brand has
                  historically had stronger  consumer  acceptance,  particularly
                  through arrangements with a limited number of department store
                  retailers and chain stores.

         -        Increase the focus on a  relatively  small range of core basic
                  and key item products  while  reducing the emphasis on fashion
                  products.  The target  assortment  is 50% basic,  30%  fashion
                  basic and 20% fashion.

         -        Target the  male consumer  from ages  18 to 24  years  as Duck
                  Head's primary focus in product development and marketing.

         -        Continue to emphasize in-store shops in department stores.

         -        Continue   aggressively  to  develop  lower  cost  sources  of
                  product,   including  more   arrangements   with  third  party
                  producers.

         -        Provide industry-leading  customer service in terms of on-time
                  delivery, replenishment and order fulfillment rate.

         -        Eliminate  or  negotiate   more   favorable   margin   support
                  agreements with its retailer customers.

         -        Focus on reducing selling, general and administrative expenses
                  as a percentage of gross revenues.

         -        Seek opportunities to obtain profitable private label business
                  from a small  number of  retailers.  During  fiscal year 2000,
                  less than 2% of Duck Head's sales were private label sales.

         -        Improve the management of inventory.

         Duck Head's management  believes that this strategy will take advantage
of the following market trends:

         -        Continued  implementation  in the  workplace  of a more casual
                  dress code.

         -        Growth in the casual pants market.

         -        Significant  consolidation  among  department store retailers,
                  which has   led to more  purchasing  being  done  by  national
                  retailers  and those national retailers focusing more of their
                  purchasing on brands with a national exposure.

         -        Increased coordination, including electronic data interchange,
                  between producers and retailers.

         -        Compression  of the supply chain,  with  retailers  monitoring
                  sales on a weekly or daily  basis,  carrying  less  inventory,
                  demanding quicker response times from


                                        8

<PAGE>



                  producers and requiring producers to keep the retailers' model
                  inventories stocked for quick delivery.

         -        Increasing brand and product sameness between retailers in the
                  same  locale,  which  has  caused  retailers  to seek  ways to
                  differentiate  themselves  with the consumer,  such as through
                  successful private label brands.

         -        Increased consumer focus  on the  price-to-value  relationship
                  of products.

         Competition
         -----------

         The cyclical  nature of the apparel  industry,  characterized  by rapid
shifts in fashion,  consumer demand and competitive  pressures,  results in both
price and demand  volatility.  The demand for any particular product varies from
time to time based  largely  upon  changes in consumer  preferences  and general
economic   conditions   affecting  the  apparel   industry,   such  as  consumer
expenditures  for  non-durable  goods.  The apparel  industry  is also  cyclical
because the supply of particular  products changes as competitors enter or leave
the market.

         Duck Head  competes  in the  value-oriented  men's  and  boys'  apparel
market,  primarily in the  Southeast  and  Southwest  United  States.  Duck Head
competes with numerous domestic and foreign manufacturers of branded and private
label apparel,  including companies  significantly greater in size and financial
resources  than Duck  Head.  Retail  specialty  stores,  such as the  GAP(R) and
Abercrombie & Fitch(R),  are Duck Head's principal  competitors in the boys' and
young men's markets. Major brands, such as Dockers(R),  Chaps(R),  Haggar(R) and
Savane(R),  and certain  department  and chain store  private  labels,  are Duck
Head's  principal  competitors  in the men's market.  The principal  competitive
factors in the portion of the apparel  industry in which Duck Head  competes are
product  styling  and  differentiation,   brand  recognition,   quality,  price,
manufacturing  flexibility,  delivery  time and customer  service.  The relative
importance  of these factors  varies with the needs of particular  customers and
the specific product offering.

         To varying degrees,  in recent years Duck Head's  competitive  position
has been negatively affected by its financial performance,  poor track record of
delivery credibility,  lack of a clearly defined strategy,  personnel turn-over,
uncertainties  with  respect to the future  ownership  of the  business  and the
largely  regional basis of its business.  Duck Head believes that these negative
factors  have been and should  continue to be reduced by  implementation  of the
business strategy described above under this subheading "Business".

         Duck Head  believes  that its  competitive  strengths  include the long
history  of its brand with the  consumer,  its  demonstrated  ability to produce
enhanced margins for its customers as compared to certain  national brands,  its
relatively low sourcing  costs,  its relatively  small size,  which makes supply
chain issues less  difficult to fix, and its  excellent  information  technology
systems support. Duck Head also believes that its flexible production operations
are a  significant  competitive  advantage.  The  business  has  a  distribution
facility that has capacity for considerable  growth. By coordinating  operations
between its leased Costa Rica  facility and third party  contractors,  Duck Head
believes that it can take advantage of the lower costs of offshore production.

         Employees
         ---------

         At July 1, 2000, Duck Head had approximately 550 employees. Duck Head's
employees are not represented by unions.  Duck Head believes that its  relations
with its employees are good.


                                                         9

<PAGE>

         Environmental and Regulatory Matters
         ------------------------------------

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

         Duck Head believes  that it is in  compliance in all material  respects
with federal, state, and local environmental statutes and requirements.

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

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

         Trademarks
         ----------

         Duck Head has several  trademarks  material to its business  registered
with the United States Patent and Trademark Office, including marks covering the
name "Duck Head" and several  logos used by the  business.  The name "Duck Head"
has been subject to a registered trademark since 1866. Duck Head is not aware of
any challenge to its rights in any of the trademarks material to its business.

INDUSTRY SEGMENT INFORMATION

         Segment information made part of Note 13 of the Company's  consolidated
financial  statements  for the fiscal  year  ended July 1, 2000 is  incorporated
herein by reference.


ORDER BACKLOG

         Duck  Head's  order  backlog  at July 1, 2000 was $7.8  million,  a 22%
decrease from the $10.0  million order backlog at July 3, 1999.  The decrease is
primarily due to the reduction in certain  product  carried by two key accounts,
and a shift in customer order patterns to inventory  replenishment  programs for
core products and in-season reorders for key item products. As Duck Head reduced
margin support agreement commitments with two accounts,  these accounts chose to
reduce the categories of Duck Head product, namely men's tops and boys' product,
that it carries. Men's bottoms continued to be carried at these two accounts. At
July 1, 2000,  the order  backlog for these two key accounts was $0.4 million as
compared to an order backlog for these


                                       10

<PAGE>

two accounts at July 3, 1999 of $2.1  million.  Under a  replenishment  program,
goods are ordered for  immediate  shipment as compared to orders being  received
several months prior to the requested ship date.

         Duck Head believes  that,  although  backlog  orders can give a general
indication of future sales,  the change of its  customers'  order  patterns to a
greater use of  replenishment  programs  may have caused a reduction  in backlog
that is not indicative of a reduction in sales trend.

Risk Factors

Duck Head had significant  operating losses and used significant amounts of cash
--------------------------------------------------------------------------------
in its operations in fiscal years 1999 and 1998 and these losses and this use of
--------------------------------------------------------------------------------
cash may recur.
--------------

         Duck Head had  operating  losses of $39.2  million in the  fiscal  year
ended July 3, 1999,  and $1.3  million in the fiscal  year ended June 27,  1998.
Duck Head had operating  losses of $0.2 million in the fiscal year ended July 1,
2000.

         Net cash used in operating activities by Duck Head was $16.0 million in
the 1999 fiscal year and $5.8 million in the 1998 fiscal  year.  During the 2000
fiscal year, Duck Head generated $2.4 million of cash from operations.

         Duck Head believes that the primary  factors that have  contributed  to
the improvement in the results of its operations in the most recent fiscal year,
as compared to the 1999 and 1998 fiscal years, have been:

         -        The shift in  emphasis  in Duck  Head's  product mix away from
                  fashion products and more toward core and key item products;

         -        The reduction by  Duck  Head  of  its  selling,  general   and
                  administrative costs;

         -        Duck Head's  implementation  of  a  more  stringent  inventory
                  control process; and

         -        A  more  cost-effective   product  sourcing  strategy,   which
                  includes the  relocation of  substantially  all of Duck Head's
                  manufacturing operations offshore.

         Continuation  of this  improvement in Duck Head's results of operations
will be  dependent  on Duck  Head's  ability to manage  effectively  the various
aspects of its business,  control the non-  variable  components of its selling,
general and administrative  expenses and increase the sales of its products.  In
view of the highly  competitive  nature of the branded apparel  business and the
changes  in market  conditions  of that  business,  Duck Head may not be able to
expand its product  sales or prevent  unexpected  increases in its  inventory or
operating  expenses.  A lack of success in this regard  could cause Duck Head to
continue to incur operating  losses and use cash in its operations.  Significant
operating  losses or  significant  uses by Duck  Head of cash in its  operations
could  cause  Duck Head to be unable to pay its debts as they  become due and to
default on its credit facility,  which would have an adverse effect on the value
of the Duck Head shares.

Prior to mid-May of fiscal year 2000,  Duck Head's needs for cash were generally
--------------------------------------------------------------------------------
met by advances from Delta  Woodside.  Since  mid-May  2000,  Duck Head has been
--------------------------------------------------------------------------------
entirely  dependent  on its own  operations  and third  party  lenders to obtain
--------------------------------------------------------------------------------
needed financing.
-----------------


                                       11

<PAGE>
         Prior to mid-May of fiscal  year  2000,  when the Duck Head  operations
needed funds for  operations or capital  expenditures,  it received  those funds
from Delta Woodside. During the three fiscal years ended July 1, 2000, Duck Head
used an aggregate of $32.6 million of cash provided by Delta  Woodside (of which
$20.3 million was used to pay interest to Delta Woodside on the affiliated  debt
owed by the Duck Head Apparel Company division).

         As a result of the Duck Head  Distribution  and  related  transactions,
Duck Head can no longer look to Delta Woodside to satisfy its cash flow needs.

Duck Head's  revolving  credit  facility may not be available or  sufficient  to
--------------------------------------------------------------------------------
satisfy Duck Head's needs for working capital.
----------------------------------------------

         Duck Head  expects that its peak  borrowing  needs will be in its third
fiscal quarter and that during that quarter it may need to draw or set aside for
letters of credit an aggregate of approximately $4.5 million under its revolving
credit   facility   for  working   capital   purposes  and  letters  of  credit.
Approximately  forty  percent  of the face  amount  of  outstanding  documentary
letters of credit will reduce the amount  available  under the revolving  credit
facility for working capital loans.

         Duck Head's  ability to borrow under its $15 million  revolving  credit
facility will be based upon, and thereby limited by, the amounts of its accounts
receivable and inventory.  Any material  deterioration in Duck Head's results of
operations  could,  therefore,  result in a reduction  in Duck Head's  borrowing
base,  which  could  cause Duck Head to lose its  ability  to borrow  additional
amounts under its revolving  credit facility or to issue  additional  letters of
credit to suppliers.  In such a circumstance,  the borrowing  availability under
Duck Head's  credit  facility  may not be  sufficient  for Duck  Head's  working
capital needs.

Duck Head's recent trend of sales declines may not be reversed.
---------------------------------------------------------------

         Since the  beginning  of fiscal  year 1999,  Duck Head has  experienced
significant  declines in its sales.  The reasons for these declines  include the
loss of key customers,  the reduction of sales of tops and fashion items as Duck
Head concentrates on its core products, the reduction in certain product carried
by two key  accounts and  reductions  in the number of stores in which Duck Head
products are sold.  While Duck Head believes that it is  implementing a strategy
that will  reverse  this trend,  Duck Head may be  unsuccessful  in this regard.
Success of the strategy  depends  heavily on customers'  willingness to purchase
Duck Head's products.

In  fiscal  year  1999,  Duck  Head  lost  several  key  customers  and may lose
--------------------------------------------------------------------------------
additional key customers in the future.
---------------------------------------

         During  fiscal  year  1999,  Duck Head lost  three key  customers.  One
customer  announced that it was closing down in fiscal year 2000, another merged
into another  company and the third elected to discontinue  brands,  such as the
Duck Head brand,  that are  prominently  featured by certain of that  customer's
competitors.

         Similar or other factors could lead to the loss of additional customers
or the decrease of orders from existing customers. The decision of a customer to
cease or  diminish  purchasing  product  from Duck Head can be based on  factors
within the  control  of Duck Head,  such as  product  quality,  product  mix and
service  quality,  and on factors  outside  the  control  of Duck Head,  such as
changes in the customer's management or strategy, acquisition of the customer or
financial troubles of the customer.


                                       12

<PAGE>

One customer accounts for over 20% of Duck Head's net sales. Five of Duck Head's
--------------------------------------------------------------------------------
customers  account  for  more  than  40% of its net  sales.  The loss of any key
--------------------------------------------------------------------------------
customer could adversely affect Duck Head.
------------------------------------------

        During fiscal years 2000, 1999 and 1998, approximately 29%, 24% and 21%,
respectively,  of Duck Head's sales were to J. C. Penney, Inc. No other customer
accounted for 10% or more of Duck Head's sales during any of those periods.  The
loss of J.C.  Penney,  Inc. as a customer,  or a  significant  reduction  in its
purchases  from Duck Head,  may have a material  adverse  effect on Duck  Head's
business.

         During  fiscal years 2000,  1999 and 1998,  approximately  48%, 46% and
45%,  respectively,  of Duck Head's  sales were made to Duck Head's five largest
customers.  The loss by Duck Head of any of these  customers,  or a  significant
reduction in purchases  from Duck Head by any of these  customers,  could have a
material adverse effect on Duck Head's business.

Duck Head's strategy includes  reducing the margin support  commitments it makes
--------------------------------------------------------------------------------
to some of its key customers and the  acquisition  of additional  key customers.
--------------------------------------------------------------------------------
Implementation  of these  aspects of Duck  Head's  strategy  depends on reaching
--------------------------------------------------------------------------------
agreements with third parties, which Duck Head may not be able to accomplish.
-----------------------------------------------------------------------------

         Duck  Head's  sales to  several of its major  customers  are made under
margin  support  agreements,  under which the retailer is entitled to reduce the
amount  payable to Duck Head for any retail  gross  margin  shortfall  below the
target gross margin. An important component of Duck Head's strategy is to reduce
the margin support commitments that it makes to some of its key customers. Since
these customers find these commitments to be beneficial, they may not be willing
to agree to the margin commitment reductions desired by Duck Head.

         In order to  implement  its  strategy  of selling  more of its  product
outside the Southeastern and Southwestern United States, Duck Head is seeking to
place its product with new retailers. Duck Head may not be successful in working
out acceptable arrangements with these third parties.

The market trend of national  retailers  focusing  more of their  purchasing  on
--------------------------------------------------------------------------------
brands with a national exposure may adversely affect Duck Head.
---------------------------------------------------------------

         Duck  Head  sells  its  apparel   primarily  in  the  Southeastern  and
Southwestern  United States  (Alabama,  Arkansas,  Florida,  Georgia,  Kentucky,
Louisiana,  Mississippi,  North Carolina,  Oklahoma, South Carolina,  Tennessee,
Texas and Virginia)  where its trademarks are most well known.  At July 1, 2000,
approximately  1,700 of the approximately 2,000 retail stores in which Duck Head
products are displayed are located in these states.

         In recent  years,  there  has been a  significant  consolidation  among
department  store  retailers.  This has led to more  purchasing  being done at a
national level by department  store  retailers and to those  retailers  focusing
more of their  purchasing on brands with a national  exposure and not on brands,
such as Duck Head, with more of a regional concentration.

         One  important   aspect  of  Duck  Head's  strategy  is  to  develop  a
significant presence outside of the Southeastern and Southwestern United States.
Duck Head can give no assurance,


                                       13

<PAGE>
however,  that it will be able  successfully  to implement  this  strategy.  The
development  by Duck Head of a  significant  presence  in areas where it has not
historically  sold much of its product will depend  primarily on the willingness
of national  retailers  to provide  Duck Head with store space to sell Duck Head
products and then on the willingness of consumers to purchase those products.

Duck Head faces intense  competition in its markets,  and Duck Head's  financial
--------------------------------------------------------------------------------
resources are not as great as several of its competitors.
---------------------------------------------------------

         The domestic  apparel industry is highly  competitive.  In part because
there  are low  economic  barriers  to  entry  into  the  apparel  manufacturing
business,  a large number of domestic and foreign  manufacturers  supply apparel
into the United  States  market,  none of which  dominates the market for any of
Duck Head's product lines but many of which have a much more significant  market
presence than does Duck Head.

         Some  of  Duck  Head's  competitors  also  have  substantially  greater
financial,  marketing,  personnel and other  resources than does Duck Head. This
may enable Duck Head's  competitors to compete more  aggressively  than can Duck
Head in pricing,  marketing and other respects,  to react more quickly to market
trends and to better weather market downturns.

There may be little institutional interest,  research coverage or trading volume
--------------------------------------------------------------------------------
in the Duck Head  shares  because of Duck  Head's  size.  In  addition,  a large
--------------------------------------------------------------------------------
percentage of the outstanding  Duck Head shares are held by a few  institutional
--------------------------------------------------------------------------------
investors who are free to sell their Duck Head shares at any time.  Furthermore,
--------------------------------------------------------------------------------
Robert D. Rockey,  Jr. has the right to acquire up to 1,000,000 Duck Head shares
--------------------------------------------------------------------------------
six months  after June 30, 2000  (representing  approximately  29.4% of the Duck
--------------------------------------------------------------------------------
Head shares  expected to be outstanding  immediately  after the exercise of that
--------------------------------------------------------------------------------
right, if exercised in full).  These factors may have a major depressive  effect
--------------------------------------------------------------------------------
on the market price of the Duck Head shares for an indeterminate period of time.
--------------------------------------------------------------------------------

         Various  investment  banking  firms have informed Duck Head that public
companies  with  relatively   small  market   capitalizations   have  difficulty
generating  institutional  interest,  research coverage or trading volume, which
illiquidity  can translate into price discounts as compared to industry peers or
to the shares' inherent value.  Duck Head believes that the market will perceive
it to have a relatively small market capitalization.  In addition, some of Delta
Woodside's  stockholders  who  received  Duck  Head  shares  in  the  Duck  Head
Distribution  may wish to dispose of those  shares  because they do not meet the
stockholders'   investment   objectives  regardless  of  the  shares'  value  or
prospects.  Furthermore,  Robert D.  Rockey,  Jr. has the right to acquire up to
1,000,000  Duck  Head  shares  from  Duck  Head six  months  after the Duck Head
Distribution (representing  approximately 29.4% of the Duck Head shares expected
to be outstanding  immediately after the exercise of that right, if exercised in
full). Coupled with Duck Head's history of operating losses, these factors could
lead to Duck Head's shares trading at prices that are  significantly  lower than
Duck Head's estimate of their inherent value.

         As of  September  20,  2000,  Duck Head had  outstanding  approximately
2,407,213 shares of common stock. Duck Head believes that approximately 66.1% of
this stock is beneficially owned by persons who beneficially own more than 5% of
the outstanding  shares of Duck Head common stock and related  individuals,  and
that of this approximately  27.6% of the outstanding stock is beneficially owned
by  institutional  investors.  If Mr. Rockey exercised his right to acquire Duck
Head shares,  this would further increase the  concentration of stock ownership.
Sales of  substantial  amounts of Duck Head common stock in the public market by
any of these large holders could adversely affect the market price of the common
stock.


                                       14

<PAGE>

Political and economic  uncertainty  in Costa Rica could  adversely  affect Duck
--------------------------------------------------------------------------------
Head.
-----

         Duck Head's  primary  manufacturing  facility is located in Costa Rica.
Duck Head might be  adversely  affected if economic  or legal  changes  occur in
Costa Rica that affect the way in which Duck Head  conducts its business in that
country.  For example,  a growing economy could lower  unemployment  which could
increase  wage rates or make it difficult to retain  employees or employ  enough
people to meet  demand.  The  government  could  also  decide to add  additional
holidays or change employment law increasing Duck Head's costs to produce.

Duck Head's results could be adversely affected by U.S. trade regulations.
--------------------------------------------------------------------------

         The North American Free Trade Agreement  (which this document refers to
as  "NAFTA"),  became  effective on January 1, 1994 and has created a free-trade
zone among Canada, Mexico and the United States. NAFTA contains a rule of origin
requirement  that products be produced in one of the three countries in order to
benefit  from the  agreement.  NAFTA has phased out all trade  restrictions  and
tariffs among the three countries on apparel products  competitive with those of
Duck Head.  At this time,  most of Duck Head's  internal  production  of apparel
occurs outside of the NAFTA territory. Therefore, Duck Head is not obtaining the
advantages that NAFTA provides for manufacturing facilities in Mexico.

         The Trade and  Development  Act of 2000 (often  referred to as the "CBI
Parity Bill") will become  effective on October 1, 2000. Duck Head believes that
the  provisions  of the CBI Parity  Bill will have the  following  effects  most
relevant to its business:

         -        Apparel  assembled in most  Caribbean  nations  (such as Costa
                  Rica) from fabric  formed and cut in the United States of U.S.
                  yarn can enter the United States duty- free;

         -        Apparel cut and  sewn  in most  Caribbean  nations from fabric
                  formed in the United States of U.S.  yarn can enter the United
                  States duty-free so long as it is sewn with U.S.  manufactured
                  thread; and

         -        Certain  limits of apparel made from fabric  formed in certain
                  Caribbean  nations  of U.S.  yarn  and cut and  sewn in  those
                  nations can enter the United States duty-free.

Apparel  entering the United States under any of these three provisions will not
be subject to any quotas  that may exist for that  specific  category  of goods.
Duck Head believes that the CBI Parity Bill will give it a competitive advantage
relative  to apparel  manufacturers  outside of the  Caribbean  and  improve its
competitive  position  relative  to apparel  manufacturers  inside the non- U.S.
NAFTA countries.  Subsequent repeal or adverse alteration of the CBI Parity Bill
could put Duck  Head at a  serious  competitive  disadvantage  relative  to such
manufacturers.

Duck Head is highly dependent on its trademarks.
------------------------------------------------

         Duck Head relies heavily on the strength of its  trademarks.  Virtually
all of Duck Head's products are sold under the Duck Head brand. Duck Head has in
the past and may in the future be required to expend  significant  resources  to
protect these  trademarks.  The loss or limitation of the exclusive right to use
its  trademarks  could  adversely  affect  Duck  Head's  sales  and  results  of
operations.



                                       15

<PAGE>

Duck Head's results will likely be cyclical.
--------------------------------------------

         Duck Head and the U.S.  apparel  industry are sensitive to the business
cycle of the national economy.  Moreover, the popularity,  supply and demand for
particular apparel products can change  significantly from year to year based on
prevailing fashion trends and other factors.

         Reflecting the cyclical  nature of the apparel  industry,  many apparel
producers  tend to  increase  capacity  during  years in which sales are strong.
These  increases in capacity tend to accelerate a general  economic  downturn in
the apparel markets when demand weakens.

         These factors have  contributed  historically  to  fluctuations in Duck
Head's results of operations and these fluctuations are expected to occur in the
future.  Duck  Head  may be  unable  to  compete  successfully  in any  industry
downturn.

Duck  Head  depends  on  outside  production  for  more  than  one-half  of  its
--------------------------------------------------------------------------------
production.
-----------

         Duck Head currently  manufactures less than one-half of its products in
its leased  Costa Rican  facility,  and  purchases  its  remaining  product from
outside  suppliers,  many of which perform their  manufacturing in other foreign
countries.  Any  shortage of supply or  significant  price  increases  from Duck
Head's suppliers could adversely affect Duck Head's results of operations.

Duck Head may be adversely affected by the amount of its indebtedness.
----------------------------------------------------------------------

         As of July 1, 2000, Duck Head's total  indebtedness  was  approximately
$5.6 million,  and total  stockholders'  equity was approximately $21.2 million,
resulting in a ratio of total  long-term debt (including  current  maturities of
long-term  debt)  to  total  capitalization  (including  current  maturities  of
long-term debt) of 21%. In addition,  at that date,  approximately $11.6 million
of additional  borrowing capacity was available  (pursuant to the borrowing base
formula) under Duck Head's credit agreement.

         Duck Head anticipates  that its borrowing needs will be seasonal,  with
its greatest borrowing needs to be in the third fiscal quarter. Duck Head is not
certain  that the  borrowing  availability  under its credit  agreement  will be
sufficient to satisfy its borrowing  needs,  particularly  during the periods of
greatest need.

         The  level  of  Duck   Head's   indebtedness   could   have   important
consequences, such as:

         (i) a substantial portion of Duck Head's cash flow from operations will
         be  dedicated  to the  payment of  indebtedness,  which will reduce the
         funds available to Duck Head for operations and related purposes;

         (ii)  Duck  Head  may  be  more  highly  leveraged  than  some  of  its
         competitors,  which  may  place  Duck  Head at a  relative  competitive
         disadvantage,  could limit Duck Head's business  opportunities and make
         Duck Head more  vulnerable  to changes  in the  industry  and  economic
         conditions; and

         (iii)  Duck  Head's  borrowings  under its credit  agreement  will bear
         interest  at variable  rates,  which  could  result in higher  interest
         expense in the event of an increase in interest rates.


                                       16

<PAGE>
         Duck Head believes,  based on current  circumstances,  that Duck Head's
cash flow, together with available  borrowings under its credit agreement,  will
be sufficient to permit Duck Head to meet its operating expenses and anticipated
capital expenditures and to service its debt requirements as they become due for
the foreseeable future.  Significant  assumptions underlie this belief, however,
including,  among other matters, that Duck Head will succeed in implementing its
business strategy and that there will be no material adverse developments in the
business,  markets, operating performance,  liquidity or capital requirements of
Duck Head. Actual future results will be dependent to a large degree on a number
of factors  beyond  Duck Head's  control.  If Duck Head is unable to service its
indebtedness,  it will be required to adopt  alternative  strategies,  which may
include  actions  such as  reducing or delaying  capital  expenditures,  selling
assets,  restructuring  or refinancing its  indebtedness  or seeking  additional
equity capital. Duck Head may not be able to implement any of these strategies.

Duck Head's  credit  agreement  imposes  restrictions  that, if breached by Duck
--------------------------------------------------------------------------------
Head,  may prevent it from  borrowing  under its revolving  credit  facility and
--------------------------------------------------------------------------------
result in the exercise of remedies by the credit agreement lender.
------------------------------------------------------------------

         Duck Head's credit agreement  contains  covenants that restrict,  among
other  things,   the  ability  of  Duck  Head  and  its  subsidiaries  to  incur
indebtedness, create liens, consolidate, merge, sell assets or make investments.
The credit  agreement also contains  customary  representations  and warranties,
funding conditions and events of default.

         A breach of one or more  covenants or any other event of default  under
the Duck Head credit  agreement  could result in an  acceleration of Duck Head's
obligations  under that  agreement,  in the foreclosure on any assets subject to
liens in favor of the credit  agreement's  lender and in the  inability  of Duck
Head to borrow additional amounts under the credit agreement.

Duck Head will pay no dividends for the foreseeable future.
-----------------------------------------------------------

         Duck Head anticipates that it will pay no dividends to its stockholders
for the foreseeable future. Duck Head's credit agreement also limits Duck Head's
ability to pay dividends.

Duck  Head  may be  responsible  for any  historical  tax  liabilities  of Delta
--------------------------------------------------------------------------------
Woodside and Delta Apparel that Delta Woodside or Delta Apparel does not pay.
-----------------------------------------------------------------------------

         Prior to the Duck  Head  Distribution,  Duck Head was a member of Delta
Woodside's  consolidated group for federal income tax purposes. Each member of a
consolidated  group is jointly and severally  liable for the federal  income tax
liability of the other members of the group.  After the Duck Head  Distribution,
Duck Head,  along with Delta  Woodside and Delta  Apparel,  will  continue to be
liable for these  Delta  Woodside  liabilities  that were  incurred  for periods
before the Duck Head Distribution.

         Duck Head,  Delta  Woodside and Delta Apparel have entered into the Tax
Sharing  Agreement.  This  agreement  generally  seeks to allocate  consolidated
federal  income tax  liabilities  to Delta Woodside for all periods prior to and
including  the Duck Head  Distribution.  Under this  agreement,  Delta  Woodside
generally  retains the  authority  to file  returns,  respond to  inquiries  and
conduct  proceedings on Duck Head's behalf with respect to consolidated  federal
income tax returns for periods beginning before the Duck Head  Distribution.  In
addition,  Delta  Woodside has the  authority to decide all disputes  that arise
under the Tax Sharing Agreement.


                                       17

<PAGE>
These  arrangements  may result in conflicts of interest among Duck Head,  Delta
Woodside and Delta Apparel. In addition,  if Delta Woodside does not satisfy any
of its  liabilities  respecting any period prior to the Duck Head  Distribution,
Duck Head could be responsible  for  satisfying  them,  notwithstanding  the Tax
Sharing Agreement.

Duck Head's principal stockholders will exert substantial influence.
--------------------------------------------------------------------

         As of  September  20,  2000,  three  members  of Duck  Head's  board of
directors and related  individuals had the voting power in Delta Woodside shares
that  results  in  voting  power  with  respect  to  approximately  38.6% of the
outstanding Duck Head common stock.  These  individuals  will exert  substantial
influence  with  respect to all  matters  submitted  to a vote of  stockholders,
including elections of Duck Head's directors.  If Mr. Rockey exercises his right
to acquire  Duck Head  shares,  that would result in four members of Duck Head's
board of directors and related  individuals  having voting power with respect to
approximately 56.6% of the then outstanding Duck Head shares.

Robert  D.  Rockey,  Jr.  may not  exercise  the right he has to  acquire  up to
--------------------------------------------------------------------------------
1,000,000 Duck Head shares six months after the Duck Head Distribution.
-----------------------------------------------------------------------

         Pursuant to the letter agreement, as amended,  pursuant to which Robert
D. Rockey,  Jr. became Chairman,  President and Chief Executive  Officer of Duck
Head,  he has the right to  acquire  from Duck  Head up to  1,000,000  Duck Head
shares on the date that is six months after the Duck Head Distribution.  If this
right is exercised, the price for the Duck Head shares will be the average daily
closing  stock price for the Duck Head  common  stock for the  six-month  period
following the Duck Head Distribution.

         Mr.  Rockey may choose  not to  exercise  this right for any of several
reasons. For instance,  Mr. Rockey has informed Duck Head that, unless Duck Head
agrees to register the Duck Head shares he acquires,  Mr. Rockey may not wish to
acquire those shares  because he may recognize  taxable income upon the exercise
of the right but could not sell the shares  acquired upon that  exercise  except
pursuant to the provisions of SEC Rule 144. Rule 144 contains volume limitations
on sales and would require Mr. Rockey to hold the shares for one year. Duck Head
has no agreement at this time with Mr. Rockey  respecting  registration  rights,
although Duck Head and Mr. Rockey may enter into such an agreement  prior to the
expiration of the right. In addition, Mr. Rockey has informed Duck Head that his
exercise of the right may be  dependent on his finding  other  investors to join
him in the investment. He may not be able to obtain such other investors.

Various  restrictions  and agreements could hinder any attempt by a third person
--------------------------------------------------------------------------------
to change control of Duck Head.
-------------------------------

         Duck  Head  has  entered  into a  rights  agreement  providing  for the
issuance of rights  that will cause  substantial  dilution to any person  (other
than  Robert D.  Rockey,  Jr. in certain  specified  circumstances)  or group of
persons that  acquires 20% or more of the  outstanding  Duck Head common  shares
without the rights  having been  redeemed by the Duck Head board.  In  addition,
Duck  Head's  articles  of  incorporation  and bylaws and the  Official  Code of
Georgia  contain  provisions  that could delay or prevent a change in control of
Duck Head in a transaction that is not approved by its board of directors. These
include provisions requiring advance notification of stockholder nominations for
director and  stockholder  proposals,  setting  forth  additional  factors to be
considered by the board of directors in evaluating extraordinary


                                       18

<PAGE>

transactions, prohibiting cumulative voting, limiting business combinations with
stockholders that have a significant  beneficial  ownership in Duck Head shares,
and prohibiting  stockholders  from calling a special  meeting.  Moreover,  Duck
Head's board of  directors  has the  authority,  without  further  action by the
stockholders,  to set  the  terms  of  and to  issue  preferred  stock.  Issuing
preferred  stock could  adversely  affect the voting power of the owners of Duck
Head common stock, including the loss of voting control to others.

         Duck Head's credit  agreement also provides that a "change of control",
as  defined  in that  agreement,  would  be an  event of  default  and  includes
restrictions  on the ability of Duck Head and its  subsidiaries to pay dividends
and make share repurchases.

         All of these  provisions  could  deter or prevent an  acquirer  that is
interested in acquiring Duck Head from doing so.




                                       19

<PAGE>
Item 2.  PROPERTIES
-------  ----------

         The following  table  provides a description  of Duck Head's  principal
production and warehouse facilities.

<TABLE>
<CAPTION>
                                                              Approximate
                                                              Square
          Location                  Utilization               Footage           Owned/Leased
          --------                  -----------               -------           ------------

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

San Jose Plant,
 San Jose, Costa Rica               sew                        60,000           Leased(1)

Winder Distribution Center,         administrative
 Winder, GA                         offices,
                                    warehouse,
                                    embroidery,
                                    repair unit               230,000           Owned

Various(2)                          stores                    (2)               (2)

-------------------------
<FN>
(1) The San Jose plant is leased on a month-to-month  basis.  Duck Head believes
that,  as long as it pays the rent,  it should be able to  continue  to use this
facility indefinitely.

(2) The "Duck Head" outlet  stores  operation  leases 26 facilities in 9 states,
which leased space is  approximately  86,000 square feet. These leases expire at
various dates through 2006.
</FN>
</TABLE>

         In addition,  a sales office is leased in New York City, with the lease
expiring in December 2000.

         Substantially  all of Duck Head's  assets are subject to liens in favor
of Duck Head's credit agreement lender.

         Various  factors  affect  the  relative  use by  Duck  Head  of its own
facilities and outside  contractors in the various  apparel  production  phases.
Duck Head is not currently using the majority of its internal leased  production
capacity.

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

Item 3.  LEGAL PROCEEDINGS
-------  -----------------

         All  litigation  to  which  Duck  Head is a party is  ordinary  routine
product  liability  litigation  or contract  breach  litigation  incident to its
business  that does not depart from the normal kind of such  actions.  Duck Head
believes that none of these actions, if adversely decided, would have a material
adverse  effect on its results of operations or financial  condition  taken as a
whole.

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

         No matter was submitted to a vote of security holders during the fourth
quarter of the


                                       20

<PAGE>

Company's 2000 fiscal year following the Duck Head Distribution.

                                     PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND
-------  -----------------------------------------
         RELATED STOCKHOLDER MATTERS
         ---------------------------

         The  material  under  the  heading  "Common  Stock  Market  Prices  and
Dividends"  on the inside  front  cover of the  Company's  annual  shareholders'
report for the year ended July 1, 2000 is incorporated herein by reference.

         Following  Duck Head's  incorporation  on December 10, 1999,  Duck Head
issued 100 shares of its common stock for aggregate consideration of $100 to its
parent  corporation,  Duck Head Apparel Company,  Inc., a Tennessee  corporation
which was an indirect wholly-owned  subsidiary of Delta Woodside. As part of the
intercompany  reorganization described in "Business - Duck Head Distribution and
related transactions",  Duck Head's parent corporation merged into its immediate
parent  corporation,  which in turn  merged into Delta  Woodside,  and Duck Head
issued on May 11,  2000 an  additional  50 shares of its  common  stock to Delta
Woodside in  exchange  for the  transfer  by Delta  Woodside to Duck Head of the
Winder  distribution  facility.  Neither of these issuances was registered under
the Securities Act of 1933 because of the exemption from  registration  provided
by  Section  4(2)  of that  Act.  On June  28,  2000,  prior  to the  Duck  Head
Distribution,  Duck Head  issued as a stock  dividend  to Delta  Woodside,  in a
transaction that did not constitute a sale under the Securities Act of 1933, the
number of additional Duck Head shares needed so that the Duck Head  Distribution
could be effected.

Item 6.  SELECTED FINANCIAL DATA
-------  -----------------------

         The material under the heading  "Selected  Financial Data" on page 1 of
the  Company's  annual  shareholders'  report for the year ended July 1, 2000 is
incorporated herein by reference.

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
-------  ---------------------------------------
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS
         ---------------------------------------------

         The material under the heading  "Management's  Discussion and Analysis"
on pages 4 through 11 of the Company's annual  shareholders' report for the year
ended July 1, 2000 is incorporated herein by reference.

Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
--------  -----------------------------------------------------
          RISK
          ----

         The  material  under  the  sub-heading  "Quantitative  and  Qualitative
Disclosures  About Market Risk" under the heading  "Management's  Discussion and
Analysis" on page 10 of the Company's annual  shareholders'  report for the year
ended July 1, 2000 is incorporated herein by reference.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------  -------------------------------------------



                                       21

<PAGE>

         The consolidated  financial  statements included on pages 12 through 28
of the Company's annual shareholders' report for the year ended July 1, 2000 are
incorporated herein by reference.

Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
-------  ------------------------------------------------
         ACCOUNTING AND FINANCIAL DISCLOSURE
         -----------------------------------

         Not applicable.



                                    PART III


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

         The  information  required  by this  Item  is  incorporated  herein  by
reference from the portions of the definitive  Proxy  Statement to be filed with
the Securities and Exchange Commission on or prior to 120 days following the end
of the  Company's  fiscal  year  under the  headings  "Election  of  Directors",
"Executive   Officers"  and  "Section  16  (a)  Beneficial  Ownership  Reporting
Compliance".

Item 11.  EXECUTIVE COMPENSATION
--------  ----------------------

         The  information  required  by this  Item  is  incorporated  herein  by
reference from the portions of the definitive  Proxy  Statement to be filed with
the Securities and Exchange Commission on or prior to 120 days following the end
of the Company's fiscal year under the headings  "Management  Compensation"  and
"Compensation Committee Interlocks and Insider Participation".

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
--------  ----------------------------------------
          OWNERS AND MANAGEMENT
          ---------------------

         The  information  required  by this  Item  is  incorporated  herein  by
reference  from the portion of the definitive  Proxy  Statement to be filed with
the Securities and Exchange Commission on or prior to 120 days following the end
of the  Company's  fiscal year under the heading  "Stock  Ownership of Principal
Shareholders and Management".

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------  ----------------------------------------------

         The  information  required  by this  Item  is  incorporated  herein  by
reference  from the portion of the definitive  Proxy  Statement to be filed with
the Securities and Exchange Commission on or prior to 120 days following the end
of the Company's fiscal year under the heading "Related Party Transactions".


                                       22

<PAGE>



                                     PART IV


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

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

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

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

                  2.1     Distribution Agreement  by and  among  Delta  Woodside
                          Industries,  Inc, the Company and Delta Apparel,  Inc.
                          (excluding  schedules and  exhibits): Incorporated  by
                          reference to Exhibit 2.1 to the Company's Form 10.

                  3.1     Articles of Incorporation of the Company: Incorporated
                          by reference to Exhibit 3.1 to the Company's Form 10.

                  3.2.1    Bylaws of the Company: Incorporated by  reference  to
                           Exhibit 3.2.1 to the Company's Form 10.

                  3.2.2    Amendment  to Bylaws of the Company  adopted  January
                           20, 2000:  Incorporated by reference to Exhibit 3.2.2
                           to the Company's Form 10.

                  3.2.3    Amendment to Bylaws of the Company  adopted  February
                           17, 2000:  Incorporated by reference to Exhibit 3.2.3
                           to the Company's Form 10.

                  3.2.4    Amendment  to Bylaws of the Company  adopted  June 6,
                           2000:  Incorporated  by reference to Exhibit 3.2.4 to
                           the Company's Form 10.

                  4.1      See Exhibits 3.1, 3.2.1, 3.2.2, 3.2.3, 3.2.4, 10.8.1,
                           10.8.2, 10.8.3, 10.8.4 and 10.8.5.

                  4.2      Specimen   certificate  for common  stock,  par value
                           $0.01 per share, of the Company:      Incorporated by
                           reference to Exhibit 4.2 to the Company's Form 10.

                  4.3      Shareholder Rights Agreement, dated January 27, 2000,
                           by and among the  Company  and First  Union  National
                           Bank: Incorporated by reference to Exhibit 4.3 to the
                           Company's Form 10.

                  10.1     See Exhibits 2.1 and 4.3.

                  10.2     Tax Sharing Agreement by  and  among  Delta  Woodside
                           Industries,  Inc.,  the  Company  and  Delta Apparel,
                           Inc.: Incorporated by reference to Exhibit 2.2 to the
                           Report on Form 8-K of Delta Woodside Industries, Inc.
                           (File No. 1-10095) with date of June 30, 2000.



                                       23

<PAGE>

                  10.3.1   Letter  dated  March 15,  1999,  from Delta  Woodside
                           Industries, Inc. to Robert D. Rockey, Jr.:
                           Incorporated by reference to Exhibit  10.3.1   to the
                           Company's  Form 10.**

                  10.3.2   Letter dated October 19, 1999, from  Delta   Woodside
                           Industries, Inc. to Robert D. Rockey, Jr.:
                           Incorporated by reference to Exhibit  10.3.2  to  the
                           Company's Form 10.**

                  10.3.3   Letter  dated  as  of  March  15,  2000,  from  Delta
                           Woodside Industries, Inc. to Robert D. Rockey, Jr.
                           (amended and restated).**

                  10.4     Duck Head  Apparel  Company,  Inc. 2000  Stock Option
                           Plan, Effective as of February  15,  2000,  Amended &
                           Restated August 22, 2000.**

                  10.5     Duck Head Apparel Company, Inc. Incentive Stock Award
                           Plan, Effective February 15, 2000, Amended & Restated
                           August 22, 2000.**

                  10.6     Duck Head Apparel Company, Inc. Deferred Compensation
                           Plan for Key Managers: Incorporated  by  reference to
                           Exhibit 10.6 to the Company's Form 10.**

                  10.7     Form of  Amendment of Certain  Rights  and   Benefits
                           Relating to Stock Options and Deferred   Compensation
                           by and between Delta Woodside Industries,  Inc.,  the
                           Company   and  certain  pre-spin-off  Delta  Woodside
                           Industries, Inc, plan participants: Incorporated   by
                           reference to Exhibit 10.7 to the Company's Form 10.**

                  10.7.1   List of  directors  and  officers  of the Company who
                           signed the document described in Exhibit 10.7.

                  10.8.1   Collateral Assignment of Acquisition Agreements dated
                           May 16, 2000 by and among  DH  Apparel Company, Inc.,
                           Delta Apparel, Inc. in favor  of  Congress  Financial
                           Corporation  (Southern): Incorporated by reference to
                           Exhibit 10.8.1 to the Company's Form 10.

                  10.8.2   Loan and Security Agreement  by and  between Congress
                           Financial Corporation (Southern), DH Apparel Company,
                           Inc. and Delta Merchandising, Inc.,   dated  May  16,
                           2000 (excluding exhibits and schedules): Incorporated
                           by reference to Exhibit 10.8.2 to the Company's  Form
                           10.

                  10.8.3   Term Promissory Note  in  the  principal  amount   of
                           $5,760,000 dated May 16, 2000  by DH Apparel Company,
                           Inc. and  Delta  Merchandising, Inc.  in  favor    of
                           Congress Financial Corporation (Southern):
                           Incorporated by reference  to  Exhibit  10.8.3 to the
                           Company's Form 10.

                  10.8.4   Pledge and Security  Agreement  dated May 16, 2000 by
                           DH Apparel Company,  Inc. by and in favor of Congress
                           Financial Corporation  (Southern) (excluding exhibits
                           and schedules):  Incorporated by reference to Exhibit
                           10.8.4 to the Company's Form 10.


                                                        24

<PAGE>



                  10.8.5   Trademark  Security  Agreement  dated May 16, 2000 by
                           and between DH Apparel  Company,  Inc.  and  Congress
                           Financial Corporation  (Southern) (excluding exhibits
                           and schedules):  Incorporated by reference to Exhibit
                           10.8.5 to the Company's Form 10.

                  13       Annual Report to Stockholders for fiscal year 2000.

                  21       Subsidiaries of the Company.

                  23       Report on Schedule dated August 4, 2000 from KPMG LLP
                           to the Board   of  Directors   of  Duck  Head Apparel
                           Company, Inc.

                  27       Financial Data Schedule (electronic filing only).

                  99.1     Consolidated  Schedule of   Valuation  and Qualifying
                           Accounts  for the years  ended July 1, 2000,  July 3,
                           1999 and June 27, 1998.

         *        All  reports   previously   filed  by  the  Company  with  the
                  Commission  pursuant to the  Exchange  Act,  and the rules and
                  regulations  promulgated  thereunder,  exhibits  of which  are
                  incorporated to this Report by reference  thereto,  were filed
                  under Commission File Number 1-15585.

         ** This is a management contract or compensatory plan or arrangement.

         The registrant  agrees to furnish  supplementally to the Securities and
         Exchange Commission a copy of any omitted schedule or exhibit to any of
         the above filed exhibits upon request of the Commission.

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

         The  Company  did not file any  report on Form 8-K  during  the  fiscal
         quarter ended July 1, 2000.

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

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

         (d)  Financial Statement Schedule
              ----------------------------

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


                                       25

<PAGE>



                                   SIGNATURES
                                   ----------

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                                DUCK HEAD APPAREL COMPANY, INC.
                                                (Registrant)


     September 27, 2000                          By:  /s/ Robert D. Rockey, Jr.
     ------------------                          -------------------------------
            Date                                     Robert D. Rockey, Jr.
                                                     Chairman, President, Chief
                                                      Executive Officer and
                                                      Director

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

/s/ C. C. Guy                       9/23/00                   /s/ E. Erwin Maddrey                    9/24/00
-------------------------------------------                   -----------------------------------------------
C. C. Guy                              Date                   E. Erwin Maddrey, II                    Date
Director                                                      Director


/s/ William F. Garrett              9/27/00                   /s/ Buck A. Mickel                      9/25/00
-------------------------------------------                   -----------------------------------------------
William F. Garrett                     Date                   Buck A. Mickel                          Date
Director                                                      Director


/s/ Mark Goldman                    9/25/00                   /s/ Bettis C. Rainsford                 9/25/00
-------------------------------------------                   -----------------------------------------------
Mark Goldman                           Date                   Bettis C. Rainsford                        Date
Director                                                      Director


/s/ James F. Kane                   9/26/00                   /s/ Robert D. Rockey, Jr.               9/27/00
-------------------------------------------                   -----------------------------------------------
James F. Kane                          Date                   Robert D. Rockey, Jr.                      Date
Director                                                      Chairman, President and Chief Executive
                                                              Officer

/s/ Max Lennon                      9/26/00                   /s/ K. Scott Grassmyer                  9/27/00
-------------------------------------------                   -----------------------------------------------
Max Lennon                             Date                   K. Scott Grassmyer                         Date
Director                                                      Senior Vice President, Chief Financial
                                                              Officer, Secretary and Treasurer (principal
                                                              financial officer and principal accounting
                                                              officer)


</TABLE>

                                       26

<PAGE>



                                  EXHIBIT INDEX


2.1      Distribution Agreement by and among Delta Woodside Industries, Inc, the
         Company and Delta Apparel, Inc. (excluding schedules and exhibits):
         Incorporated by reference to Exhibit 2.1 to the Company's Form 10.

3.1      Articles of Incorporation of the Company: Incorporated by reference  to
         Exhibit 3.1 to the Company's Form 10.

3.2.1    Bylaws of the Company: Incorporated by reference to  Exhibit  3.2.1  to
         the Company's Form 10.

3.2.2    Amendment  to  Bylaws  of  the  Company   adopted   January  20,  2000:
         Incorporated by reference to Exhibit 3.2.2 to the Company's Form 10.

3.2.3    Amendment  to  Bylaws  of  the  Company  adopted   February  17,  2000:
         Incorporated by reference to Exhibit 3.2.3 to the Company's Form 10.

3.2.4    Amendment to Bylaws of the Company  adopted June 6, 2000:  Incorporated
         by reference to Exhibit 3.2.4 to the Company's Form 10.

4.1      See Exhibits 3.1, 3.2.1, 3.2.2, 3.2.3, 3.2.4, 10.8.1,  10.8.2,  10.8.3,
         10.8.4 and 10.8.5.

4.2      Specimen certificate for common stock, par value  $0.01  per  share, of
         the Company: Incorporated by reference  to Exhibit 4.2 to the Company's
         Form 10.

4.3      Shareholder Rights Agreement,  dated January 27, 2000, by and among the
         Company and First Union  National  Bank:  Incorporated  by reference to
         Exhibit 4.3 to the Company's Form 10.

10.1     See Exhibits 2.1 and 4.3.

10.2     Tax Sharing Agreement by and among Delta Woodside Industries, Inc., the
         Company and Delta Apparel, Inc.:  Incorporated  by reference to Exhibit
         2.2 to the Report on Form 8-K of  Delta  Woodside  Industries,  Inc.
         (File No. 1-10095) with date of June 30, 2000.

10.3.1   Letter dated March 15, 1999, from Delta Woodside  Industries,  Inc.  to
         Robert D. Rockey, Jr.: Incorporated by reference to  Exhibit  10.3.1 to
         the Company's Form 10.**

10.3.2   Letter dated October 19, 1999, from Delta Woodside Industries, Inc.  to
         Robert D. Rockey, Jr.: Incorporated by reference to  Exhibit  10.3.2 to
         the Company's Form 10.**

10.3.3   Letter dated as of March 15, 2000, from Delta Woodside Industries, Inc.
         to Robert D. Rockey, Jr. (amended and restated).**

10.4     Duck Head Apparel Company, Inc. 2000 Stock Option Plan, Effective as of
         February 15, 2000, Amended & Restated August 22, 2000.**

10.5     Duck Head Apparel Company, Inc. Incentive  Stock  Award Plan, Effective
         February 15, 2000, Amended & Restated August 22, 2000.**



<PAGE>



10.6     Duck Head Apparel Company,  Inc.  Deferred  Compensation  Plan  for Key
         Managers: Incorporated by  reference  to  Exhibit 10.6 to the Company's
         Form 10.**

10.7     Form of Amendment of Certain Rights  and  Benefits  Relating  to  Stock
         Options   and Deferred  Compensation   by  and  between  Delta Woodside
         Industries, Inc., the Company and certain pre-spin-off   Delta Woodside
         Industries,  Inc,  plan  participants:  Incorporated by   reference  to
         Exhibit 10.7 to the Company's Form 10.**

10.7.1   List of  directors  and officers of the Company who signed the document
         described in Exhibit 10.7.

10.8.1   Collateral Assignment of Acquisition Agreements dated May 16,  2000  by
         and among DH Apparel Company, Inc., Delta Apparel, Inc.  in  favor   of
         Congress Financial Corporation (Southern): Incorporated by reference to
         Exhibit 10.8.1 to the Company's Form 10.

10.8.2   Loan and   Security  Agreement   by  and  between  Congress   Financial
         Corporation    (Southern),  DH  Apparel  Company,  Inc.    and    Delta
         Merchandising, Inc., dated May 16, 2000 (excluding    exhibits      and
         schedules): Incorporated   by   reference   to Exhibit  10.8.2   to the
         Company's Form 10.

10.8.3   Term Promissory Note in  the  principal  amount of $5,760,000 dated May
         16, 2000 by DH Apparel  Company,  Inc. and Delta Merchandising, Inc. in
         favor of Congress Financial Corporation (Southern):
         Incorporated by reference to Exhibit 10.8.3 to the Company's Form 10.

10.8.4   Pledge and Security Agreement dated May 16, 2000 by DH Apparel Company,
         Inc.  by and in  favor of  Congress  Financial  Corporation  (Southern)
         (excluding  exhibits  and  schedules):  Incorporated  by  reference  to
         Exhibit 10.8.4 to the Company's Form 10.

10.8.5   Trademark  Security  Agreement  dated May 16,  2000 by and  between  DH
         Apparel Company,  Inc. and Congress  Financial  Corporation  (Southern)
         (excluding  exhibits  and  schedules):  Incorporated  by  reference  to
         Exhibit 10.8.5 to the Company's Form 10.

13       Annual Report to Stockholders for fiscal year 2000.

21       Subsidiaries of the Company.

23       Report on Schedule dated August 4, 2000 from KPMG LLP to  the  Board of
         Directors   of  Duck  Head Apparel Company, Inc.

27       Financial Data Schedule (electronic filing only).

99.1     Consolidated Schedule on Valuation and  Qualifying   Accounts  for  the
         years  ended July 1, 2000,  July 3, 1999 and June 27, 1998.


*        All  reports  previously  filed  by the  Company  with  the  Commission
         pursuant to the Exchange Act, and the rules and regulations promulgated
         thereunder,  exhibits  of which  are  incorporated  to this  Report  by
         reference thereto, were filed under Commission File Number 1-15585.

** This is a management contract or compensatory plan or arrangement.





<PAGE>




                           ANNUAL REPORT ON FORM 10-K

                       ITEM 14(a) (1) and (2), (c) and (d)

          LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE

                                CERTAIN EXHIBITS

                          FINANCIAL STATEMENT SCHEDULE

                             YEAR ENDED JULY 1, 2000

                         DUCK HEAD APPAREL COMPANY, INC.

                                 WINDER, GEORGIA



















                                       F-1






<PAGE>



FORM 10-K--ITEM 14(a)(1) AND (2)


DUCK HEAD APPAREL COMPANY, INC.

LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE


The following  consolidated  financial  statements of Duck Head Apparel Company,
Inc. and  subsidiaries  included in the Annual  Report of the  Registrant to its
shareholders  for the Year ended July 1, 2000 are  incorporated  by reference in
Item 8:

         Consolidated balance sheets-- July 1, 2000 and July 3, 1999.

         Consolidated  statements of operations--Years  ended July 1, 2000, July
         3, 1999 and June 27, 1998.

         Consolidated  statements of stockholders'  equity--Years  ended July 1,
         2000, July 3, 1999 and June 27, 1998.

         Consolidated  statements of cash flows--Years  ended July 1, 2000, July
         3, 1999 and June 27, 1998.

         Notes to consolidated financial statements.

The following  consolidated  financial  statement  schedule of Duck Head Apparel
Company, Inc. is included in Item 14(d):

         Schedule II -- Valuation and qualifying accounts

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









                                       F-2