UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                    FORM 10-Q

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

For the quarterly period ended September 28, 2002

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

For the transition period from ________________ to ________________

Commission file number   333-38951
                        -----------

                               GFSI HOLDINGS, INC.
               (Exact name of registrant specified in its charter)


          Delaware                                      74-2810744
       ------------------------------------------------------------------------
      (State or other jurisdiction of      (I.R.S. Employer Identification No.)
       incorporation or organization)

                              9700 Commerce Parkway
                              Lenexa, Kansas 66219
                    (Address of principal executive offices)

        Registrant's telephone number, including area code (913) 888-0445

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.

                    (1)  Yes  (X)          No  ()
                    (2)  Yes  (X)          No  ()


Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).   Yes ( )   No (X)


Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date:

Common stock, $0.01 par value per share - 1,820 shares issued and outstanding as
of November 1, 2002.



                                       -1-
<PAGE>

                      GFSI HOLDINGS, INC. AND SUBSIDIARIES
                          Quarterly Report on Form 10-Q
                    For the Quarter Ended September 28, 2002
                                      INDEX



                                                                          Page

PART I - FINANCIAL INFORMATION

         ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                  Consolidated Balance Sheets                              3
                  Consolidated Statements of Income                        4
                  Consolidated Statements of Cash Flows                    5
                  Notes to Consolidated Financial Statements               6


         ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF
                  OPERATIONS                                               7

         ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT
                  MARKET RISK                                              10

         ITEM 4 - CONTROLS AND PROCEDURES                                  10


PART II - OTHER INFORMATION                                                11

SIGNATURE PAGE                                                             12

OFFICERS CERTIFICATION                                                     13


                                       -2-
<PAGE>

GFSI HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands, except share data)
<TABLE>
<CAPTION>

                                                                  September 28,    June 29,
                                                                      2002           2002
                                                                  -------------   ----------
<S>                                                                 <C>            <C>

Assets
Current assets:
     Cash and cash equivalents                                     $   1,256      $     328
     Accounts receivable, net                                         40,661         32,626
     Inventories, net                                                 48,831         45,729
     Deferred income taxes                                               905            845
     Income tax receivable                                                 -            284
     Prepaid expenses and other current assets                         1,324          1,268
                                                                   ----------     ----------
Total current assets                                                  92,977         81,080
Property, plant and equipment, net                                    19,752         19,671
Other assets:
     Deferred financing costs, net                                     3,825          4,063
     Other                                                               761          1,010
                                                                   ----------     ----------
Total assets                                                       $ 117,315      $ 105,824
                                                                   ==========     ==========

Liabilities and stockholders' equity
Current liabilities:
     Accounts payable                                              $  11,998      $  12,010
     Accrued interest expense                                          1,246          4,365
     Accrued expenses                                                  7,948          5,983
     Income taxes payable                                                430              -
     Current portion of long-term debt                                   183            177
                                                                   ----------     ----------
Total current liabilities                                             21,805         22,535
Deferred income taxes                                                    745            699
Other long-term obligations                                              527            527
Long-term debt, less current portion                                 252,201        241,120
Redeemable preferred stock                                             5,423          5,405
Stockholders' equity (deficiency):
     Common stock, $.01 par value 2,105 shares authorized,
     2,000 shares issued at September 28, 2002 and June 29, 2002           -              -
     Additional paid-in capital                                          200            200
     Accumulated deficiency                                         (163,573)      (164,651)
     Treasury stock, at cost (180 and 152.5 series A shares at
     September 28, 2002 and June 29, 2002, respectively)                 (13)           (11)
                                                                   ----------     ----------
Total stockholders' equity (deficiency)                             (163,386)      (164,462)
                                                                   ----------     ----------
Total liabilities and stockholders' equity (deficiency)            $ 117,315      $ 105,824
                                                                   ==========     ==========
</TABLE>

See notes to consolidated financial statements.


                                        -3-
<PAGE>

GFSI HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(In thousands)
<TABLE>
<CAPTION>

                                                                           Quarter Ended
                                                                  September 28,     September 28,
                                                                      2002              2001
                                                                  -------------     -------------
<S>                                                                  <C>              <C>
Net sales                                                           $ 61,211          $ 54,112
Cost of sales                                                         39,149            33,270
                                                                    ---------         ---------
Gross profit                                                          22,062            20,842

Operating expenses:
     Selling                                                           7,496             5,928
     General and administrative                                        6,635             6,405
                                                                    ---------         ---------
                                                                      14,131            12,333
                                                                    ---------         ---------

Operating income                                                       7,931             8,509

Other income (expense):
     Interest expense                                                 (5,992)           (6,256)
     Other, net                                                            -                17
                                                                    ---------         ---------
                                                                      (5,992)           (6,239)
                                                                    ---------         ---------

Income before income taxes                                             1,939             2,270
Income tax expense                                                      (756)             (885)
                                                                    ---------         ---------
Net income                                                             1,183             1,385
Preferred stock dividends                                                (99)             (101)
                                                                    ---------         ---------
Net income attributable to common shareholders                      $  1,084          $  1,284
                                                                    =========         =========


See notes to consolidated financial statements.
</TABLE>



                                       -4-
<PAGE>

GFSI HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
<TABLE>
<CAPTION>
                                                                                              Quarter Ended
                                                                                      September 28,      September 28,
                                                                                          2002               2001
                                                                                      -------------      -------------
<S>                                                                                     <C>                <C>
Cash flows from operating activities:
Net income                                                                             $    1,183          $   1,385
Adjustments to reconcile net income to net cash provided by (used in)
   operating activities:
     Depreciation                                                                             780                804
     Amortization of deferred financing costs                                                 250                309
     Amortization of other intangibles                                                        250                250
     Accretion of discount on long-term debt                                                2,362              2,114
     Deferred income taxes                                                                    (14)               (62)
     Gain (loss) on foreign currency translation                                               (6)                 -
 Changes in operating assets and liabilities:
     Accounts receivable, net                                                              (8,035)           (12,605)
     Inventories, net                                                                      (3,102)            (2,368)
     Prepaid expenses, other current assets and other assets                                  (56)               157
     Income taxes payable                                                                     714              1,687
     Accounts payable, accrued expenses and other
       long-term obligations                                                               (1,166)             2,796
                                                                                       -----------         ----------
Net cash used in operating activities                                                      (6,840)            (5,533)
                                                                                       -----------         ----------

Cash flows from investing activities:
     Proceeds from sales of property, plant and equipment                                       -                  1
     Purchases of property, plant and equipment                                              (861)              (775)
                                                                                       -----------         ----------
Net cash used in investing activities                                                        (861)              (774)
                                                                                       -----------         ----------

Cash flows from financing activities:
     Net changes in short-term borrowings and revolving credit agreement                    8,321              4,650
     Redemption of preferred stock                                                            (81)              (700)
     Treasury stock purchase                                                                   (2)               (26)
     Proceeds from sale of stock                                                                -                676
     Cash paid for financing costs                                                            (13)                 -
     Issuance of long-term debt                                                               450                  -
     Payments on long-term debt                                                               (46)            (1,666)
                                                                                       -----------         ----------
Net cash provided by financing activities                                                   8,629              2,934
                                                                                       -----------         ----------

Net change in cash and cash equivalents                                                       928             (3,373)
Cash and cash equivalents at beginning of period                                              328              5,324
                                                                                       -----------         ----------
Cash and cash equivalents at end of period                                             $    1,256          $   1,951
                                                                                       ===========         ==========
Supplemental cash flow information:
     Interest paid                                                                     $    6,499          $   6,592
                                                                                       ===========         ==========
     Income taxes paid (refunded)                                                      $       57          $    (740)
                                                                                       ===========         ==========

See notes to consolidated financial statements.
</TABLE>


                                       -5-
<PAGE>

                      GFSI HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                               September 28, 2002

1.   Basis of Presentation
     ---------------------

     The  accompanying  unaudited  consolidated  financial  statements  of  GFSI
Holdings,  Inc.  (the  "Company")  include  the  accounts of the Company and the
accounts of its wholly owned  subsidiaries,  GFSI,  Inc.,  Event 1, Inc. ("Event
1"),  Champion Custom  Products,  Inc.  ("CCP"),  and GFSI Canada  Company.  All
intercompany  balances and  transactions  have been  eliminated.  The  unaudited
consolidated   financial  statements  have  been  prepared  in  accordance  with
generally accepted accounting  principles for interim financial  information and
with the  instructions to Form 10-Q and Article 10 of Regulation S-X promulgated
by the Securities and Exchange Commission.  Accordingly, they do not include all
of the  information  and  footnotes  required by generally  accepted  accounting
principles for annual financial statement reporting purposes.  In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation of the financial position, operations and cash
flows of the  Company  have been  included.  Operating  results  for the interim
periods are not  necessarily  indicative of the results that may be expected for
the entire fiscal year. The  consolidated  balance sheet  information as of June
29, 2002 has been derived from the audited  financial  statements  at that date,
but does not include all of the information and footnotes  required by generally
accepted accounting  principles for complete financial  statements.  For further
information,  refer to the financial  statements  and footnotes  thereto for the
year ended June 29, 2002 included in the Company's Annual Report on Form 10-K.

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

2.   Commitments and Contingencies
     -----------------------------

     The Company,  in the normal course of business,  may be threatened  with or
named as a defendant in various  lawsuits.  It is not possible to determine  the
ultimate  disposition  of these matters,  however,  management is of the opinion
that there are no known  claims or known  contingent  claims  that are likely to
have  a  material  adverse  effect  on  the  results  of  operations,  financial
condition, or cash flows of the Company.

3.   Reclassification
     ----------------

     Certain  reclassifications  have been made to the fiscal 2002  consolidated
financial statements to conform to the fiscal 2003 presentation.


                                        -6-
<PAGE>

            ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                     FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The  discussions  set forth in this Form 10-Q should be read in conjunction
with the financial  information  included herein and the Company's Annual Report
on Form 10-K for the year  ended  June 29,  2002.  Management's  discussion  and
analysis of financial  condition and results of operations and other sections of
this report contain forward-looking statements relating to future results of the
Company.  Such  forward-looking  statements  are  identified  by use of forward-
looking  words  such  as  "anticipates",   "believes",   "plans",   "estimates",
"expects",  and  "intends"  or words or  phrases of  similar  expression.  These
forward-looking  statements  are  subject  to  various  assumptions,  risks  and
uncertainties,  including but not limited to,  changes in political and economic
conditions,  demand for the  Company's  products,  acceptance  of new  products,
developments  affecting  the  Company's  products and to those  discussed in the
Company's  filings with the  Securities  and Exchange  Commission.  Accordingly,
actual  results  could  differ   materially  from  those   contemplated  by  the
forward-looking statements.

     EBITDA  represents  operating income plus  depreciation  and  amortization.
While EBITDA should not be construed as a substitute  for operating  income or a
better  indicator of liquidity than cash flow from operating  activities,  which
are determined in accordance with generally accepted accounting  principles,  it
is included herein to provide additional information with respect to the ability
of the Company to meet its future debt service,  capital expenditure and working
capital requirements.  In addition,  the Company believes that certain investors
find  EBITDA to be a useful  tool for  measuring  the  ability of the Company to
service its debt.  EBITDA is not necessarily a measure of the Company's  ability
to fund its cash needs.  See the  Consolidated  Statements  of Cash Flows of the
Company herein for further information.

Critical accounting policies

     The following  discussion and analysis of financial  condition,  results of
operations,  liquidity  and  capital  resources  is  based  upon  the  Company's
consolidated  financial statements,  which have been prepared in accordance with
accounting  principles  generally  accepted  in  the  United  States.  Generally
accepted  accounting  principles require estimates and judgments that affect the
reported  amounts of assets,  liabilities,  revenues and  expenses,  and related
disclosure  of  contingent  assets and  liabilities.  On an ongoing  basis,  the
Company  evaluates  its  estimates,   including  those  related  to  bad  debts,
inventories,  intangible  assets,  long-lived  assets,  deferred  income  taxes,
accrued expenses,  contingencies and litigation. The Company bases its estimates
on historical  experience and on various other  assumptions that it believes are
reasonable  under the  circumstances,  the  results  of which form the basis for
making  judgments about the carrying  values of assets and liabilities  that are
not readily  apparent from other sources.  Actual results may differ  materially
from these estimates under different assumptions or conditions.

     The Company's  management believes that some of its significant  accounting
policies involve a higher degree of judgment or complexity than other accounting
policies.  Identified below are the policies deemed critical to its business and
the understanding of its results of operations.

     Revenue  recognition.  The  Company  recognizes  revenues  when  goods  are
shipped,  title has  passed,  the sales  price is fixed  and  collectibility  is
reasonably assured.  Returns,  discounts and sales allowance estimates are based
on projected sales trends,  historical  data and other known factors.  If actual
returns,  discounts and sales  allowances are not consistent with the historical
data used to calculate these estimates, net sales could either be understated or
overstated.

     Accounts  receivable.  Accounts  receivable  consist  of  amounts  due from
customers and business partners. The Company maintains an allowance for doubtful
accounts to reflect  expected  credit losses and provides for bad debts based on
collection  history and  specific  risks  identified  on a  customer-by-customer
basis.  A  considerable  amount of judgment  is required to assess the  ultimate
realization of accounts receivable and the  credit-worthiness  of each customer.
Furthermore,  these judgments must be continually  evaluated and updated. If the
historic data used to evaluate credit risk does not reflect future  collections,
or, if the financial  condition of the Company's  customers  were to deteriorate
causing an impairment of their ability to make payments,  additional  provisions
for bad debts may be required in future periods.

     Inventories.  Inventories  are  carried  at the  lower  of cost  or  market
determined under the First-In,  First-Out (FIFO) method. The Company writes down
obsolete and  unmarketable  inventories  to their  estimated  market value based
upon, among other things, assumptions about future demand and market conditions.
If actual  market  conditions  are less  favorable  than  projected,  additional
inventory  write-downs  may be required.  The Company  also  records  changes in
valuation  allowances  due to changes  in its  operating  strategy,  such as the
discontinuances  of  certain  product  lines and other  merchandising  decisions
related to changes in demand.  It is possible  that further  changes in required
inventory  allowances  may be  necessary  in the  future  as a result  of market
conditions and competitive pressures.


                                       -7-
<PAGE>

Comparison of Operating  Results for the Quarters  Ended  September 28, 2002 and
September 29, 2001.

     Net Sales. Net sales for the quarter ended September 28, 2002 increased 13%
to $61.2 million  compared to $54.1 million last year. The increase in net sales
was  primarily  due to robust sales growth from the Licensed  Apparel  division,
which was partially  offset by sales  decreases from the  Corporate,  Resort and
Golf divisions.  The net sales growth in the Licensed  Apparel division was from
college  bookstore  customers and was most  pronounced in our Champion  licensed
products group ("CCP").  Net sales of CCP for the quarter represented 33% of the
Company's  total net sales,  up from 24% of total net sales  last  year.  A soft
economy and reduced  corporate  spending on  marketing  and  employee  incentive
programs have had a detrimental effect on the net sales of the Corporate, Resort
and Golf  divisions.  Management  believes  that the  Company's  customers  have
shifted  their   purchases  to  less  expensive   apparel  with  less  expensive
decoration.

     Gross  Profit.  Gross  profit for the  quarter  ended  September  28,  2002
increased 6% to $22.1 million  compared to $20.8 million last year. Gross profit
as a percentage of net sales decreased to 36.0% compared to 38.5% last year. The
decrease in gross profit as a percentage of net sales was the result of a change
in customer purchasing.  College bookstore sales, fueled by CCP, represented 62%
of net sales for the quarter compared to 51% last year.  College bookstore sales
generally  provide a lower gross  profit  than the  Company's  other  divisions.
Fiscal  2003  gross  profit  also  decreased  due  to  sales  of  close-out  and
discontinued merchandise.

     Operating Expenses.  Operating expenses for the quarter ended September 28,
2002  increased  15% to $14.1  million from $12.3  million last year.  Operating
expenses as a percentage  of net sales were 23.1% in the first quarter of fiscal
2003 compared to 22.8% last year.  The increase in operating  expenses  resulted
from  higher  selling  expenses.  A greater  portion  of fiscal  2003 sales were
generated from college bookstore sales which carry royalty fees and are marketed
through more expensive  distribution channels. In addition, the Company incurred
higher bad debt expense in fiscal 2003 due to soft  economic  conditions  in the
golf, resort and leisure markets.

     EBITDA.  EBITDA decreased 6% to $9.0 million in the first quarter of fiscal
2003  compared to $9.6  million last year.  EBITDA as a percentage  of net sales
decreased  to 14.6% in the quarter  ended  September  28, 2002 from 17.7% in the
quarter  ended  September  28, 2001.  The decrease in EBITDA as a percentage  of
sales was the result of a lower gross profit percentage on higher net sales.

     Operating  Income.  Operating  income  decreased  7% to $7.9 million in the
first  quarter of fiscal 2003  compared  to $8.5  million  last year.  Operating
income as a percentage  of net sales  decreased to 13.0% in the first quarter of
fiscal  2003 from 15.7% in the first  quarter of fiscal  2002.  The  decrease in
operating income as a percentage of sales was the result of a lower gross profit
percentage on higher net sales.

     Interest  Expense.  Interest  expense  decreased  4% to $6.0 million in the
first  quarter of fiscal 2003 from $6.3  million in the first  quarter of fiscal
2002 due to lower interest rates.

     Net  Income.  Net  income  for the first  quarter  of fiscal  2003 was $1.2
million  compared to $1.4  million  for the first  quarter of fiscal  2002.  The
decrease was a result of the decline in operating income.

     Outlook.  On October 5, 2002 the International  Longshore & Warehouse Union
(ILWU)  declared a strike at all ports on the West  Coast of the United  States.
Although  President Bush subsequently  intervened and invoked the 80 day cooling
off period under  provisions  of the  Taft-Hartley  Act, the pace of  subsequent
shipping  traffic  at West Coast  ports is  presently  reported  to be 60-75% of
normal  levels.  The Company  imports  most of the apparel it sells from foreign
sources and is dependent upon the free flow of goods through the strike-affected
ports to  receive  merchandise  from its  suppliers  in the Far East.  While the
financial   impact,   if  any,  of  the  temporary  work  stoppage  and  ensuing
transportation  disruption is not presently  determinable,  the Company believes
that the strike could have a negative  impact on its second  quarter  operations
due to  unplanned  delays in receiving  merchandise  and an increase in shipping
costs associated with receiving cargo by alternative  means. In addition,  while
another work  stoppage is not expected,  there can be no assurance  that another
strike will not ensue once the 80 day cooling off period expires on December 27,
2002.

                                       -8-
<PAGE>
Liquidity and Capital Resources

     Cash used in operating  activities for the first quarter of fiscal 2003 was
$6.8  million  compared  to cash used of $5.5  million  in the first  quarter of
fiscal 2002.  Cash was used to purchase  inventory and support  higher  accounts
receivable created by higher sales.

     Cash used in investing  activities  in the first quarter of fiscal 2003 was
$861,000  compared to $774,000  in the first  quarter of 2002.  The cash used in
both periods was related to acquisitions of property, plant and equipment.

     Cash provided by financing  activities for the first quarter of fiscal 2003
was $8.6 million  compared to cash provided of $2.9 million in the first quarter
of fiscal 2002. The cash provided by financing  activities for the quarter ended
September  28, 2002 was  primarily  attributable  to $8.3 million in  borrowings
under the Company's  revolving credit  agreement.  These borrowings were used to
support the  inventory  and accounts  receivable  working  capital  requirements
related to increased sales.

     Under the  Company's  Revolving  Bank Credit  Agreement  ("RBCA") up to $65
million of revolving credit availability is provided, of which $38.9 million was
borrowed  and  outstanding  and  approximately  $7.0  million was  utilized  for
outstanding  commercial and stand-by letters of credit as of September 28, 2002.
At September 28, 2002,  $19.1 million was available for future  borrowings under
the RBCA.

     The  Company  believes  that  cash  flows  from  operating  activities  and
borrowings  under RBCA will be adequate  to meet the  Company's  short-term  and
future liquidity  requirements  prior to the maturity of its RBCA in fiscal 2005
although no assurance can be given in this regard.

     The Company's  wholly-owned  subsidiary,  GFSI,  Inc.,  anticipates  paying
dividends to Holdings to enable Holdings to pay corporate income taxes, interest
on  subordinated  discount  notes  issued by Holdings  (the  "Holdings  Discount
Notes"),  fees payable under a consulting  agreement and certain other  ordinary
course expenses  incurred on behalf of GFSI, Inc. Holdings is dependent upon the
cash flows of GFSI,  Inc.  to provide  funds to service  the  Holdings  Discount
Notes. Holdings Discount Notes do not have an annual cash flow requirement until
fiscal  2005  as  they  accrue   interest  at  11.375%  per  annum,   compounded
semi-annually  to an aggregate  principal  amount of $108.5 million at September
15, 2004.  Thereafter,  the Holdings  Discount Notes will accrue interest at the
rate of  11.375%  per  annum,  payable  semi-annually,  in cash on  March 15 and
September 15 of each year, commencing on March 15, 2005. Additionally, Holdings'
cumulative non-cash preferred stock ("Holdings Preferred Stock") dividends total
approximately  $407,000  annually.  Holdings  Preferred Stock may be redeemed at
stated value  (approximately $3.4 million) plus accrued dividends with mandatory
redemption in fiscal 2009.

Seasonality and Inflation

     The   Company   experiences   seasonal   fluctuations   in  its  sales  and
profitability,  with  generally  higher  sales and gross profit in the first and
second quarters of its fiscal year. The  seasonality of sales and  profitability
is primarily due to higher college  bookstore  sales volume during the first two
fiscal quarters. Sales at the Company's Resort and Corporate divisions typically
show little seasonal variations.

     The  impact  of  inflation  on  the  Company's   operations  has  not  been
significant  to date.  However,  there can be no  assurance  that a high rate of
inflation  in the  future  would not have an  adverse  effect  on the  Company's
operating results.



                                       -9-
<PAGE>

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK


     Derivative and Market Risk Disclosure

     The   Company's   market  risk   exposure  is  primarily  due  to  possible
fluctuations  in  interest  rates.  The  Company  uses a  balanced  mix of  debt
maturities  along  with both  fixed  rate and  variable  rate debt to manage its
exposure to  interest  rate  changes.  The fixed rate  portion of the  Company's
long-term debt does not bear  significant  interest rate risk. The variable rate
debt would be affected by  interest  rate  changes to the extent the debt is not
matched with an interest  rate swap or cap  agreement  or to the extent,  in the
case of the RBCA, that balances are outstanding.  An immediate 10 percent change
in interest rates would not have a material  effect on the Company's  results of
operations  over the next fiscal year,  although there can be no assurances that
interest rates will not significantly change.


ITEM 4.   CONTROLS AND PROCEDURES

     Within the 90 days  prior to the date of filing  this  Quarterly  Report on
Form 10-Q,  an  evaluation  was  performed  under the  supervision  and with the
participation of the Company's management, including the Chief Executive Officer
and  the  Chief  Financial  Officer,  of the  effectiveness  of the  design  and
operation of the Company's  disclosure  controls and  procedures  (as defined in
Exchange Act Rules  13a-14(c)  and  15d-14(c)).  Based on that  evaluation,  the
Company's  management,  including  the  Chief  Executive  Officer  and the Chief
Financial  Officer,   concluded  that  the  Company's  disclosure  controls  and
procedures  are  effective  in  timely  alerting  them to  material  information
relating to the Company (including its consolidated subsidiaries) required to be
included in the Company's  periodic SEC filings.  Subsequent to the date of that
evaluation,  there have been no  significant  changes in the Company's  internal
controls or in other factors that could significantly  affect internal controls,
nor were any corrective actions required with regard to significant deficiencies
and material weaknesses.


                                      -10-
<PAGE>

PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

The Company is not a party to any pending  legal  proceeding  the  resolution of
which,  the management of the Company  believes,  would have a material  adverse
effect on the Company's results of operations or financial condition, nor to any
other  pending  legal  proceedings  other  than  ordinary,   routine  litigation
incidental to its business.


ITEM 2. CHANGES IN SECURITIES

None.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.


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

None.


ITEM 5. OTHER INFORMATION

None.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits: None

         (b)  Reports on Form 8-K

              No reports on Form 8-K were filed by the Registrant during the
              reporting period.


                                      -11-
<PAGE>

SIGNATURES


Pursuant  to the  requirements  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.


GFSI HOLDINGS, INC.
November 6, 2002
                         /s/ J. CRAIG PETERSON
                         ------------------------------------------
                         J. Craig Peterson, Sr. Vice President of Finance and
                         Principal Accounting Officer


                                      -12-
<PAGE>

  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REGARDING GFSI HOLDINGS, INC.'S
  QUARTERLY REPORT ON FORM 10-Q FOR THE FISCAL PERIOD ENDED SEPTEMBER 28, 2002


I, Robert M. Wolff,  Chairman and Chief Executive Officer  (Principal  Executive
Officer) of GFSI Holdings, Inc., certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q of GFSI Holdings, Inc.;

2.   Based on my knowledge,  this  Quarterly  Report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this Quarterly
Report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this Quarterly  Report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods represented in this Quarterly Report;


4.   The  registrant's  other  certifying  officers  and I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

      a.   Designed such disclosure controls and procedures to ensure
           that material information relating to the registrant,
           including its consolidated subsidiaries, is made known to us
           by others within those entities, particularly during the
           period in which this quarterly report is being prepared;

      b.   Evaluated the effectiveness of the registrant's disclosure
           controls and procedures as of a date within 90 days prior to the
           filing date of this quarterly report (the "Evaluation Date"); and

      c.   Presented in this quarterly report our conclusions about the
           effectiveness of the disclosure controls and procedures based
           on our evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board of  directors  (or  persons  performing  the  equivalent
function):

      a.  All significant deficiencies in the design or operation of
          internal controls which could adversely affect the
          registrant's ability to record, process, summarize and report
          financial data and have identified for the registrant's
          auditors any material weaknesses in internal controls; and

      b.  Any fraud, whether or not material, that involves management
          or other employees who have a significant role in the
          registrant's internal controls; and

6.    The registrant's  other  certifying officers and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: November 6, 2002


/S/  ROBERT M. WOLFF
--------------------------
Robert M. Wolff
Chairman and Chief Executive Officer


                                      -13-
<PAGE>

  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REGARDING GFSI HOLDINGS, INC.'S
  QUARTERLY REPORT ON FORM 10-Q FOR THE FISCAL PERIOD ENDED SEPTEMBER 28, 2002


I, J.  Craig  Peterson,  Senior  Vice  President  and  Chief  Financial  Officer
(Principal Financial Officer) of GFSI Holdings, Inc., certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q of GFSI Holdings, Inc.;

2.   Based on my knowledge,  this  Quarterly  Report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this Quarterly
Report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this Quarterly  Report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods represented in this Quarterly Report;

4.   The  registrant's  other  certifying  officers  and  I are  responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a.  Designed such disclosure controls and procedures to ensure
         that material information relating to the registrant,
         including its consolidated subsidiaries, is made known to us
         by others within those entities, particularly during the
         period in which this quarterly report is being prepared;

     b.  Evaluated the effectiveness of the registrant's disclosure
         controls and procedures as of a date within 90 day prior
         to the filing date of this quarterly report (the "Evaluation
         Date"); and

     c.  Presented in this quarterly report our conclusions about
         the effectiveness of the disclosure controls and procedures
         based on our evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have  disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board of  directors  (or  persons  performing  the  equivalent
function):

     a.  All significant deficiencies in the design operation of
         internal controls which could adversely affect the
         registrant's ability to record, process, summarize and report
         financial data and have identified for the registrant's
         auditors any material weaknesses in internal controls; and

     b.  Any fraud, whether or not material, that involves management
         or other employees who have a significant role in the
         registrant's internal controls; and

6.   The registrant's  other  certifying officers and I  have indicated  in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  November 6, 2002


/S/  J. CRAIG PETERSON
---------------------------
J. Craig Peterson
Senior Vice President and Chief Financial Officer



                                      -14-