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 December 28, 2001.

           ( )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 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 - 1,857.5 shares issued and outstanding
as of February 1, 2002.

                                        1

<PAGE>

                       GFSI HOLDINGS, INC. AND SUBSIDIARY
                          Quarterly Report on Form 10-Q
                     For the Quarter Ended December 28, 2001
                                      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 DISCLOSURES
                    ABOUT MARKET RISK                                       9

PART II - OTHER INFORMATION                                                10


SIGNATURE PAGE                                                             11



                                        2

<PAGE>
GFSI HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands, except share data)

<TABLE>
<CAPTION>
                                                                 December 28,   June 29,
                                                                    2001          2001
                                                                 ------------   --------
<S>                                                               <C>          <C>
Assets
Current assets:
     Cash and cash equivalents                                    $   2,073    $   5,324
     Accounts receivable, net                                        31,577       22,694
     Inventories, net                                                39,069       37,736
     Income tax receivable                                               --        1,691
     Prepaid expenses and other current assets                          861        1,143
     Deferred income taxes                                              775          911
                                                                         --           --
Total current assets                                                 74,355       69,499
Property, plant and equipment, net                                   18,977       18,574
Other assets:
     Deferred financing costs, net                                    4,847        5,409
     Other                                                            1,506        2,006
                                                                  ---------    ---------
Total assets                                                      $  99,685    $  95,488
                                                                  =========    =========

Liabilities and stockholders' equity (deficiency)
Current liabilities:
     Accounts payable                                             $  11,121    $  12,778
     Accrued interest expense                                         4,384        3,775
     Accrued expenses                                                 5,600        5,895
     Income taxes payable                                               160           --
     Current portion of long-term debt                                7,452        6,699
                                                                      -----        -----
Total current liabilities                                            28,717       29,147
Deferred income taxes                                                   972        1,189
Revolving credit agreement                                            1,200           --
Other long-term obligations                                             527          527
Long-term debt, less current portion                                223,581      221,729
Redeemable preferred stock                                            5,299        5,145
Stockholders' equity (deficiency):
     Common stock, $.01 par value 2,105 shares authorized,
     2,000 shares issued at December 28, 2001 and June 29, 2001          --           --
     Additional paid-in capital                                         200          200
     Accumulated deficiency                                        (160,802)    (162,442)
     Treasury stock, at cost (142.5 and 100 series A shares at
     December 28, 2001 and June 29, 2001, respectively)                  (9)          (7)
                                                                         --           --
Total stockholders' equity (deficiency)                            (160,611)    (162,249)
                                                                  ---------    ---------
Total liabilities and stockholders' equity (deficiency)           $  99,685    $  95,488
                                                                  =========    =========
</TABLE>

NOTE: The consolidated  balance sheet at June 29, 2001 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.

See notes to consolidated financial statements.

                                        3

<PAGE>

GFSI HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(In thousands)

<TABLE>
<CAPTION>
                                         Quarter Ended               Six Months Ended
                                  December 28,   December 29,  December 28,   December 29,
                                     2001           2000          2001           2000
                                 -------------   ------------  ------------   ------------
<S>                               <C>            <C>            <C>            <C>
Net sales                         $  52,663      $  51,218      $ 107,271      $ 104,686
Cost of sales                        32,821         31,536         66,090         64,581
                                  ---------      ---------      ---------      ---------
Gross profit                         19,842         19,682         41,181         40,105

Operating expenses:
  Selling                             6,419          5,707         12,844         11,732
  General and administrative          6,504          7,343         12,909         14,213
                                  ---------      ---------      ---------      ---------
                                     12,923         13,050         25,753         25,945
                                  ---------      ---------      ---------      ---------
Operating income                      6,919          6,632         15,428         14,160

Other income (expense):
  Interest expense                   (6,164)        (6,285)       (12,420)       (12,400)
  Other, net                             (6)           106             11            156
                                  ---------      ---------      ---------      ---------
                                     (6,170)        (6,179)       (12,409)       (12,244)
                                  ---------      ---------      ---------      ---------
Income before income taxes              749            453          3,019          1,916
Provision for income taxes              293            176          1,178            747
                                  ---------      ---------      ---------      ---------
Net income                              456            277          1,841          1,169
Preferred stock dividends              (100)          (104)          (201)          (210)
                                  ---------      ---------      ---------      ---------
Net income attributable to
  common shareholders             $     356      $     173      $   1,640      $     959
                                  =========      =========      =========      =========
</TABLE>

See notes to consolidated financial statements.

                                        4

<PAGE>

GFSI HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)

<TABLE>
<CAPTION>
                                                                       Six Months Ended
                                                                   December 28,  December 29,
                                                                       2001        2000
                                                                   ------------  ------------
<S>                                                                 <C>         <C>
Cash flows from operating activities:
Net income                                                          $  1,841    $  1,169
Adjustments to reconcile net income to net cash provided by
   operating activities:
     Depreciation                                                      1,576       1,603
     Amortization of deferred financing costs                            562         596
     Amortization of other intangibles                                   500          --
     (Gain) loss on sale or disposal of
        property, plant and equipment                                      8         (55)
     Amortization of discount on long-term debt                        4,327       3,874
     Deferred income taxes                                               (81)         --
Changes in operating assets and liabilities:
     Accounts receivable, net                                         (8,883)     (2,952)
     Inventories, net                                                 (1,334)      7,578
     Prepaid expenses, other current assets and other assets             283        (217)
     Income taxes receivable and payable                               1,851         123
     Accounts payable, accrued expenses and other
        long-term obligations                                         (1,342)      1,256
                                                                    --------    --------
Net cash provided by (used in) operating activities                     (692)     12,975
                                                                    --------    --------

Cash flows from investing activities
     Proceeds from sales of property, plant and equipment                  1         140
     Purchases of property, plant and equipment                       (1,988)       (897)
                                                                    --------    --------
Net cash used in investing activities                                 (1,987)       (757)
                                                                    --------    --------

Cash flows from financing activities:
     Net changes to short-term borrowings and
        revolving credit agreement                                     1,200          --
     Deferred financing costs                                             --        (190)
     Redemption of preferred stock                                      (700)       (147)
     Treasury stock purchase                                             (26)         (4)
     Proceeds from sale of stock                                         676          --
     Payments on long-term debt                                       (1,722)     (3,473)
                                                                    --------    --------
Net cash used in financing activities                                   (572)     (3,814)
                                                                    --------    --------

Net increase (decrease)  in cash and cash equivalents                 (3,251)      8,404
Cash and cash equivalents at beginning of period                       5,324       1,461
                                                                    --------    --------
Cash and cash equivalents at end of period                          $  2,073    $  9,865
                                                                    ========    ========
Supplemental cash flow information:
     Interest paid                                                  $  6,868    $  8,518
                                                                    ========    ========
     Income taxes paid (refunded)                                   $   (962)   $    623
                                                                    ========    ========
</TABLE>

See notes to consolidated financial statements.

                                        5

<PAGE>

                       GFSI HOLDINGS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                December 28, 2001

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 subsidiary,  GFSI, Inc. ("GFSI").  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 and results of operations 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.  For further  information,  refer to the financial  statements  and
footnotes  thereto  for the year ended June 29, 2001  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. Acquisition and Divestiture

     In June 2001, the Company acquired CCP,  formerly a wholly owned subsidiary
of Sara Lee  Corporation.  CCP had sales of $13.5  million and $26.2 million and
produced operating contribution of $2.8 million and $5.2 million for the quarter
and six month periods  ended  December 28, 2001,  respectively.  At December 28,
2001,  CCP had total assets and  stockholder's  equity of $10.9 million and $2.5
million,   respectively.  CCP  is  an  unconditional  guarantor  of  the  Senior
Subordinated Notes.

     In June 2001, the Company sold the assets of its Tandem Marketing business.
Tandem  Marketing  had revenues of $3.9  million and $6.8 million and  operating
contribution  of $500,000 and $1.0 million for the quarter and six month periods
ended December 28, 2000, respectively.


3. 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.


4. New Accounting Standards

     The FASB's Emerging  Issues Task Force ("EITF")  released its consensus No.
00-22,  "Accounting  for 'Points' and Certain Other  Time-Based or  Volume-Based
Sales Incentive Offers, and Offers for Free Products or Services to be Delivered
in the Future" which is effective  January 1, 2002. The Company does not believe
the  EITF  will  have a  material  impact  on its  presentation  of  results  of
operations.

     In April  2001,  the EITF  reached a  consensus  on EITF  Issue No.  00-25,
"Vendor Income Statement Characterization of Consideration Paid to a Reseller of
the Vendor's Products". The consensus concluded that consideration from a vendor
to a reseller of the vendor's products is generally presumed to be an adjustment
to the  selling  prices  of the  vendor's  products  and,  therefore,  should be
classified  as a reduction of revenue.  EITF No.  00-25 is  effective  beginning
January 1, 2002.  The  Company  does not  believe  the EITF will have a material
impact on its presentation of results of operations.


5. Reclassification

     Certain  reclassifications  have been made to the fiscal 2001  consolidated
financial statements to conform to the fiscal 2002 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,  2001.  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.


Comparison  of Operating  Results for the Quarters  Ended  December 28, 2001 and
December 29, 2000.

     Net Sales.  Net sales for the quarter  ended  December 28, 2001,  increased
2.8% to $52.7 million from $51.2 million in the quarter ended December 29, 2000.
The  increase  in net sales  over the  second  quarter  last year was  primarily
related to the addition of CCP college bookstore net sales of $13.5 million. The
net sales  increase  from CCP was offset by  declines  in  Corporate  and Resort
division  sales in  comparison  to the prior  year.  The  terrorist  attacks  of
September  11,  2001 and the  resulting  political  and  economic  uncertainties
created in the aftermath,  directly  affected the travel plans and the marketing
and employee  incentive  programs of the customers of these two sales divisions.
The  Tandem  Marketing   business  was  sold  in  June  2001.  Tandem  Marketing
contributed $3.9 million in sales for the quarter ended December 29, 2000.

     Gross  Profit.  Gross  profit  for the  quarter  ended  December  28,  2001
increased 0.8% to $19.8 million from $19.7 million in the quarter ended December
29, 2000.  Gross profit as a percentage of net sales decreased to 37.7% compared
to 38.4% last year.  The decrease in gross  profit as a percentage  of sales was
the result of additional  production  costs incurred to meet customer demand for
screen  printed and tackle twill  decorated  garments for the college  bookstore
market using external manufacturing sources.

     Operating  Expenses.  Operating expenses for the quarter ended December 28,
2001 decreased 1.0% to $12.9 million.  Operating expenses as a percentage of net
sales were 24.5% in the second  quarter of fiscal 2002  compared to 25.5% in the
second quarter of fiscal 2001. The decline in operating  expenses  resulted from
the profit improvement  programs implemented during the fourth quarter of fiscal
2001.

     EBITDA.  EBITDA  increased  7.1% to $7.9  million in the second  quarter of
fiscal 2002 from $7.4 million in the second quarter of fiscal 2001.  EBITDA as a
percentage  of net sales  increased to 15.1% in the quarter  ended  December 28,
2001 from 14.5% in the quarter ended  December 29, 2000.  The increase in EBITDA
was a result of the reduction in operating expenses.

     Operating  Income.  Operating  income increased 4.3% to $6.9 million in the
second  quarter of fiscal 2002 from $6.6 million in the second quarter of fiscal
2001.  Operating income as a percentage of net sales at 13.1% was  approximately
the same as last year.  The increase in  operating  income was the result of the
reduction in operating expenses.

     Other Income (Expense). Other expense of $6.2 million in the second quarter
of fiscal 2002 was  approximately  the same as the comparable  period last year.
Lower interest  expense from reduced  borrowings under the Company's bank Credit
Agreement offset increased interest expense on the Subordinated Discount Notes.

     Net Income.  Net income for the second  quarter of fiscal 2002 was $456,000
compared to $277,000 for the second  quarter of fiscal 2001. The 65% increase in
fiscal year 2002 was a result of the  increase  in  operating  income  discussed
above.

                                        7

<PAGE>

Comparison of Operating  Results for the Six Months Ended  December 28, 2001 and
December 29, 2000.

     Net Sales. Net sales for the six months ended December 28, 2001,  increased
2.5% to $107.3  million from $104.7 million in the six months ended December 29,
2000.  The  increase  in net sales from last year was  primarily  related to the
addition  of CCP college  bookstore  net sales of $26.2  million.  The net sales
increase from CCP was offset by declines in Corporate and Resort  division sales
in comparison to the prior year. The terrorist attacks of September 11, 2001 and
the resulting  political and economic  uncertainties  created in the  aftermath,
directly  affected the travel  plans and the  marketing  and employee  incentive
programs of the  customers of these two sales  divisions.  The Tandem  Marketing
business was sold in June 2001.  Tandem  Marketing  contributed  $6.8 million in
sales for the six months ended December 29, 2000.

     Gross  Profit.  Gross  profit for the six months  ended  December  28, 2001
increased  2.7% to $41.2  million  from $40.1  million  in the six months  ended
December  29,  2000.  Gross  profit  as a  percentage  of net sales of 38.4% was
approximately the same as last year.

     Operating  Expenses.  Operating  expenses for the six months ended December
28, 2001 decreased 0.7% to $25.8 million.  Operating expenses as a percentage of
net sales  were  24.0% in fiscal  2002  compared  to 24.8% in fiscal  2001.  The
decline in operating  expenses  resulted  from the profit  improvement  programs
implemented during the fourth quarter of fiscal 2001.

     EBITDA.  EBITDA increased 11.0% to $17.5 million in the first six months of
fiscal 2002 from $15.8 million in the first six months of fiscal 2001. EBITDA as
a percentage  of net sales  increased to 16.3% in the six months ended  December
28, 2001 from 15.1% in the  comparable  period last year. The increase in EBITDA
was a result  of an  increase  in gross  profit  and a  reduction  in  operating
expenses.

     Operating  Income.  Operating  income  increased  9.0% to $15.4  million in
fiscal 2002 from $14.2 million in fiscal 2001.  Operating income as a percentage
of net sales increased to 14.4% in fiscal 2002 from 13.5% in fiscal 2001. Higher
gross profit and reduced  operating  expenses  created the increase in operating
income.

     Other Income  (Expense).  Other expense of $12.4 million in fiscal 2002 was
$165,000 higher than the comparable  period last year.  Lower earnings on excess
cash investments created the increase in net other expense.

     Net  Income.  Net income  for the first six months of fiscal  2002 was $1.8
million,  an increase  of $672,000 or 57.5%  higher than the first six months of
fiscal 2001.  The  increase  was a result of the  increase in  operating  income
discussed above.


Liquidity and Capital Resources

     Cash used in operating  activities  for the first six months of fiscal 2002
was $692,000  compared to cash provided of $13.0 million in the first six months
of fiscal 2001.  The change in cash provided by (used in)  operating  activities
between the two periods was primarily due to the increase in accounts receivable
and the  increase in  inventory  as a result of the  addition of the CCP college
bookstore business.

     Cash used in  investing  activities  in the first six months of fiscal 2002
was $2.0 million  compared to $757,000 in the first six months of 2001. The cash
used in both  periods  was  related  to the  purchase  of  property,  plant  and
equipment.  The increase over last year was the result of the Company  adding to
production capacity to support the CCP acquired business.

     Cash used in financing  activities  for the first six months of fiscal 2002
was  $572,000  compared to cash used of $3.8  million in the first six months of
fiscal  2001.  The  decrease in cash used in  financing  activities  for the six
months ended December 28, 2001 was primarily attributable to reduced payments on
long-term debt and borrowings under the Company's  revolving  credit  agreement.
The  borrowings  under the revolving  credit  agreement were used to support the
working capital requirements of the CCP acquisition.

     The Company's bank Credit  Agreement  matures in December 2002. The Company
anticipates a  replacement  facility will be in place before the maturity of the
existing  bank  Credit  Agreement,  but no  assurance  can be given  that such a
replacement  facility  will be put in place at such  time or will be on terms as
favorable to the Company as the existing Credit Agreement.  The Company believes
that cash flow from operating  activities and borrowings  under its existing and
any  replacement  bank credit  facility  will be adequate to meet the  Company's
short-term and long-term  liquidity  requirements,  although no assurance can be
given in this regard. Under the bank Credit Agreement's revolving loan facility,
$40 million of revolving credit availability is provided,  of which $1.2 million
was borrowed and  outstanding  and  approximately  $8.2 million was utilized for
outstanding commercial and stand-by letters of credit as of December 28, 2001.

                                        8

<PAGE>

     The  Company  is  dependent  upon  the  cash  flows  of  its   wholly-owned
subsidiary,  GFSI,  to provide  funds to pay certain  ordinary  course  expenses
incurred on behalf of the Company and to service the indebtedness represented by
the  $50.0  million  of  11.375%  Series B Senior  Discount  Notes due 2009 (the
"Discount  Notes").  The  Discount  Notes  will  accrete  at a rate of  11.375%,
compounded  semi-annually to an aggregate  principal amount of $108.5 million at
September 15, 2004.  Thereafter,  the 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.  The Company will be
dependent on GFSI to provide  funds to service the  indebtedness.  Additionally,
the remaining  cumulative non-cash preferred stock issued by Holdings ("Holdings
Preferred  Stock")  will  accrue  dividends  totaling   approximately   $402,000
annually.   Holdings   Preferred   Stock  may  be  redeemed   at  stated   value
(approximately $3.3 million) plus accrued dividends with mandatory redemption in
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 no significant 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.



       ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Derivative and Market Risk Disclosure

     The   Company's   market  risk   exposure  is  primarily  due  to  possible
fluctuations  in  interest  rates.  The  fixed  rate  portion  of the  Company's
long-term  debt does not bear  significant  interest  rate risk. 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.


                                        9

<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

None


                                       10

<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.
February 8,  2002
                           /s/ J. CRAIG PETERSON
                           _______________________________________
                           J. Craig Peterson, Sr. Vice President of Finance and
                           Principal Accounting Officer




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