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


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


For the quarterly period ended December 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 February 1, 2003.

                                       1

<PAGE>



                      GFSI HOLDINGS, INC. AND SUBSIDIARY
                         QUARTERLY REPORT ON FORM 10-Q/A
                    FOR THE QUARTER ENDED DECEMBER 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 DISCLOSURES
              ABOUT MARKET RISK                                          10


   ITEM 4 - CONTROLS AND PROCEDURES                                      10


PART II - OTHER INFORMATION                                              11

SIGNATURE PAGE                                                           12

OFFICERS CERTIFICATION                                                   13



                                       2

<PAGE>
<TABLE>
<CAPTION>

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


                                                                            December 28,     June 29,
                                                                                2002           2002
                                                                             ---------      ---------
<S>                                                                         <C>            <C>
ASSETS
Current assets:
     Cash and cash equivalents                                               $   3,753      $     328
     Accounts receivable, net                                                   32,776         32,626
     Inventories, net                                                           43,470         45,729
     Income tax receivable                                                          --            284
     Prepaid expenses and other current assets                                   1,383          1,268
     Deferred income taxes                                                       1,195            845
                                                                             ---------      ---------
Total current assets                                                            82,577         81,080
Property, plant and equipment, net                                              20,263         19,671
Other assets:
     Deferred financing costs, net                                               3,599          4,063
     Other                                                                         509          1,010
                                                                             ---------      ---------
Total assets                                                                 $ 106,948      $ 105,824
                                                                             =========      =========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
     Accounts payable                                                        $  10,099      $  12,010
     Accrued interest expense                                                    4,174          4,365
     Accrued expenses                                                            6,292          5,983
     Income taxes payable                                                          759             --
     Current portion of long-term debt                                             197            177
                                                                             ---------      ---------
Total current liabilities                                                       21,521         22,535
Deferred income taxes                                                              762            699
Other long-term obligations                                                        527            527
Long-term debt, less current portion                                           241,874        241,120
Redeemable preferred stock                                                       5,522          5,405
Stockholders' equity (deficiency):
     Common stock, $.01 par value 2,105 shares authorized,
     2,000 shares issued at December 28, 2002 and June 29, 2002                     --             --
     Additional paid-in capital                                                    200            200
     Accumulated deficiency                                                   (163,445)      (164,651)
     Treasury stock, at cost (180 and 152.5 series A shares at
     December 28, 2002 and June 29, 2002, respectively)                            (13)           (11)
                                                                             ---------      ---------
Total stockholders' equity (deficiency)                                       (163,258)      (164,462)
                                                                             ---------      ---------
Total liabilities and stockholders' equity (deficiency)                      $ 106,948      $ 105,824
                                                                             =========      =========




See notes to consolidated financial statements.





                                       3

<PAGE>
<CAPTION>

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



                                                     QUARTER ENDED               SIX MONTHS ENDED
                                              DECEMBER 28,  DECEMBER 28,   DECEMBER 28,   DECEMBER 28,
                                                  2002          2001           2002           2001
                                              ------------  ------------   ------------   ------------
<S>                                            <C>           <C>           <C>            <C>
     Net sales                                  $ 54,633      $ 52,265      $ 115,844      $ 106,377
     Cost of sales                                34,404        32,820         73,553         66,090
                                                --------      --------      ---------      ---------
     Gross profit                                 20,229        19,445         42,291         40,287

     Operating expenses:
          Selling                                  6,879         6,022         14,375         11,950
          General and administrative               6,844         6,504         13,479         12,909
                                                --------      --------      ---------      ---------
                                                  13,723        12,526         27,854         24,859
                                                --------      --------      ---------      ---------
     Operating income                              6,506         6,919         14,437         15,428

     Other income (expense):
          Interest expense                        (6,164)       (6,164)       (12,156)       (12,420)
          Other, net                                  11            (6)            11             11
                                                --------      --------      ---------      ---------
                                                  (6,153)       (6,170)       (12,145)       (12,409)
                                                --------      --------      ---------      ---------
     Income before income taxes                      353           749          2,292          3,019
     Income tax expense                              139           293            895          1,178
                                                --------      --------      ---------      ---------
     Net income                                      214           456          1,397          1,841
     Preferred stock dividends                       (99)         (100)          (198)          (201)
                                                --------      --------      ---------      ---------
     Net income attributable to
        common shareholders                     $    115      $    356      $   1,199      $   1,640
                                                ========      ========      =========      =========



See notes to consolidated financial statements.


                                       4

<PAGE>
<CAPTION>


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


                                                                                     SIX MONTHS ENDED
                                                                              DECEMBER 28,       DECEMBER 28,
                                                                                  2002               2001
                                                                              ------------       ------------
<S>                                                                           <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                      $ 1,397            $ 1,841
Adjustments to reconcile net income to net cash provided by
   (used in) operating activities:
     Depreciation                                                                 1,576              1,576
     Amortization of deferred financing costs                                       500                562
     Amortization of other intangibles                                              500                500
     (Gain) loss on sale or disposal of property, plant and equipment               (11)                 8
     Accretion of discount on long-term debt                                      4,834              4,327
     Deferred income taxes                                                         (287)               (81)
     Gain (loss) on foreign currency translation                                      7                 --
Changes in operating assets and liabilities:
     Accounts receivable, net                                                      (150)            (8,883)
     Inventories, net                                                             2,259             (1,334)
     Prepaid expenses, other current assets and other assets                       (114)               283
     Income taxes receivable and payable                                          1,043              1,851
     Accounts payable, accrued expenses and other
        long-term obligations                                                    (1,792)            (1,342)
                                                                                -------            -------
Net cash provided by (used in) operating activities                               9,762               (692)
                                                                                -------            -------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Proceeds from sales of property, plant and equipment                            14                  1
     Purchases of property, plant and equipment                                  (2,172)            (1,988)
                                                                                -------            -------
Net cash used in investing activities                                            (2,158)            (1,987)
                                                                                -------            -------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Net changes to short-term borrowings and revolving credit agreement         (4,422)             1,200
     Redemption of preferred stock                                                  (81)              (700)
     Treasury stock purchase                                                         (2)               (26)
     Proceeds from sale of stock                                                     --                676
     Cash paid for financing costs                                                  (37)                --
     Issuance of long-term debt                                                     450                 --
     Payments on long-term debt                                                     (87)            (1,722)
                                                                                -------            -------
Net cash used in financing activities                                            (4,179)              (572)
                                                                                -------            -------

Net increase (decrease) in cash and cash equivalents                              3,425             (3,251)
Cash and cash equivalents at beginning of period                                    328              5,324
                                                                                -------            -------
Cash and cash equivalents at end of period                                      $ 3,753            $ 2,073
                                                                                =======            =======
Supplemental cash flow information:
     Interest paid                                                              $ 7,013            $ 6,868
                                                                                =======            =======
     Income taxes paid (refunded)                                               $   139            $  (962)
                                                                                =======            =======

</TABLE>

     See notes to consolidated financial statements



                                       5

<PAGE>



                      GFSI HOLDINGS, INC. AND SUBSIDIARY
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                               DECEMBER 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"), CC 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 consolidated
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
consolidated 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.       RECLASSIFICATIONS

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

4. SUBSEQUENT EVENT


     On December 31, 2002, the Company's wholly-owned subsidiary, GFSI, Inc.,
completed the private placement of $9.9 million of unregistered 9.625% senior
subordinated notes ("Exchange Notes") in exchange for $24 million aggregate
principal amount at maturity of the Company's 11.375% Senior Discount Notes
(the "Holdings Discount Notes") with an accreted book value of $19.9 million.
The acquisition of the Holdings Discount Notes by GFSI, Inc. is considered an
early extinguishment of debt, and accordingly, the Company will record a
pre-tax gain on the transaction of approximately $9.6 million, net of related
costs, in the third quarter of fiscal 2003.

     The Exchange Notes are unsecured obligations of GFSI, Inc., mature on
March 1, 2007, pay interest semi- annually on March 1 and September 1, and
were issued under an indenture with substantially identical terms as the
indenture governing the $125 million aggregate principal amount at maturity of
GFSI, Inc. Senior Subordinated Notes issued on February 27, 1997. The Exchange
Notes were guaranteed by each of GFSI, Inc.'s wholly-owned subsidiaries (Event
1, CCP, and GFSI Canada Company). The Exchange Notes were issued to an
"accredited investor" and were exempt from registration under Rule 144 of the
Securities Act of 1933, as amended. GFSI, Inc. intends to file an exchange
offer registration statement with the Securities and Exchange Commission in
the third quarter of fiscal 2003 to enable the holder of the Exchange Notes to
exchange them for publicly registered notes having terms substantially
identical to the Exchange Notes.




                                       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.



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. Accounts receivable at December 28, 2002 and June
28, 2002 were net of allowance for doubtful accounts of $1.1 million and
$838,000, respectively.

     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.



                                        7

<PAGE>

COMPARISON OF OPERATING RESULTS FOR THE QUARTERS ENDED DECEMBER 28, 2002 AND
DECEMBER 28, 2001.

         NET SALES. Net sales for the quarter ended December 28, 2002
increased 5% to $54.6 million compared to $52.3 million last year. The
increase in net sales was primarily due to sales growth from the Licensed
Apparel group, which was partially offset by sales decreases from the
Corporate division. The net sales growth in the Licensed Apparel group was
from college bookstore customers and was most pronounced in our Champion
licensed products group (CCP). Net sales from college bookstore customers for
the second quarter of fiscal 2003 were $3.0 million

greater than last year while sales for the Corporate division were $1.3
million less than 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 division.

         GROSS PROFIT. Gross profit for the quarter ended December 28, 2002
increased 4% to $20.2 million compared to $19.4 million last year. Gross
profit as a percentage of net sales was comparable for both periods at about
37%. College bookstore sales represented 46% of net sales for the quarter
compared to 43% last year.

         OPERATING EXPENSES. Operating expenses for the quarter ended December
28, 2002 increased 10% to $13.7 million from $12.5 million last year.
Operating expenses as a percentage of net sales were 25.1% in the second
quarter of fiscal 2003 compared to 24.0% last year. Operating expenses
increased due to more revenue 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 and changed the timing of its annual sales meetings, which were held in
the second quarter of fiscal 2003. The annual sales meetings were held in the
third quarter last year.

         OPERATING INCOME. Operating income decreased 6% to $6.5 million in
the second quarter of fiscal 2003 compared to $6.9 million last year.
Operating income as a percentage of net sales decreased to 11.9% in the second
quarter of fiscal 2003 from 13.2% in the second quarter of fiscal 2002. The
decrease in operating income as a percentage of sales was the result of the
increase in operating expenses.



         INTEREST EXPENSE. Interest expense in the second quarter of fiscal
2003 was $6.2 million, the same as the comparable period last year. The effect
of higher average borrowings was offset by lower interest rates.

         NET INCOME. Net income for the second quarter of fiscal 2003 was
$214,000 compared to $456,000 for the second quarter of fiscal 2002. The
decrease was primarily the result of the decline in operating income.

COMPARISON OF OPERATING RESULTS FOR THE SIX MONTHS ENDED DECEMBER  28, 2002 AND
DECEMBER 28, 2001.

         NET SALES. Net sales for the six months ended December 28, 2002
increased 9% to $115.8 million from $106.4 million in the six months ended
December 28, 2001. The increase in net sales from last year was due to strong
growth from the Licensed Apparel group, which was fueled by a 42% increase in
revenue from CCP. The net sales increase from CCP was partially offset by a
28% decline in Corporate division sales. Net sales for CCP for the first six
months of fiscal 2003 were $10.8 million greater than last year while
Corporate division sales were $5.1 million less than last year. Management
believes that the Company's customers have shifted their purchases to lower
priced apparel with less expensive decoration, which has enhanced the sales of
CCP's more moderately priced goods. A soft economy and consequent reductions
in corporate spending on marketing and employee incentive programs have had a
detrimental effect on the net sales of the Corporate division.

         GROSS PROFIT. Gross profit for the six months ended December 28, 2002
increased 5% to $42.3 million from $40.3 million in the six months ended
December 28, 2001. Gross profit as a percentage of net sales decreased to
36.5% from 37.9% 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 52% of net sales for the six month period
ended December 28, 2002 compared to 45% last year. College bookstore sales
generally provide a lower gross profit than the Company's other divisions.


                                        8

<PAGE>

         OPERATING EXPENSES. Operating expenses for the six months ended
December 28, 2002 increased 12% to $27.9 million from $24.9 million last year.
Operating expenses as a percentage of net sales were 24.0% in the first six
months of fiscal 2003 compared to 23.4% in the first six months of fiscal
2002. The increase in operating expenses was principally due to a greater
portion of fiscal 2003 sales 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.

         OPERATING INCOME. Operating income decreased 6% to $14.4 million in
fiscal 2003 from $15.4 million in fiscal 2002. Operating income as a
percentage of net sales decreased to 12.5% in fiscal 2003 from 14.5% in 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 combined with the
increase in operating expenses.



         INTEREST EXPENSE. Interest expense in the first six months of fiscal
2003 was $12.2 million, $264,000 less than the comparable period last year.
Lower interest rates created the decrease in interest expense.

         NET INCOME. Net income for the first six months of fiscal 2003 was
$1.4 million, compared to $1.8 million for the first six months of fiscal
2002. The decrease was primarily the result of the decrease in operating
income.

LIQUIDITY AND CAPITAL RESOURCES

         Cash provided by operating activities in the first six months of
fiscal 2003 was $9.8 million compared to cash used by operating activities of
$692,000 last year. Fiscal 2002 operating cash flows were used to fund the
increase in accounts receivable and inventory related to the addition of the
CCP college bookstore business.

         Cash used in investing activities in the first six months of fiscal
2003 was $2.2 million compared to $2.0 million last year. The cash used in
both periods was related to the acquisition of property, plant and equipment.

         Cash used in financing activities in the first six months of fiscal
2003 was $4.2 million compared to $572,000 in the comparable period of fiscal
2002. Payments of bank debt was the primary use of cash in fiscal 2003.

         Under the Company's Revolving Bank Credit Agreement ("RBCA") up to
$65 million of revolving credit availability is provided, of which $26.1
million was borrowed and outstanding and approximately $5.9 million was
utilized for outstanding commercial and stand-by letters of credit as of
December 28, 2002. At December 28, 2002, $28.4 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 the Company to enable the Company to pay corporate income taxes,
interest on subordinated discount notes issued by Holdings (the "Holdings
Discount Notes"), fees payable under a consulting agreement, preferred stock
dividends and certain other ordinary course expenses incurred on behalf of
GFSI, Inc. The Company 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, the Company's cumulative non-cash
preferred stock ("Holdings Preferred Stock") dividends total approximately
$396,000 annually. Holdings Preferred Stock may be redeemed at stated value
(approximately $3.4 million) plus accrued dividends with mandatory redemption
in fiscal 2009.


                                        9

<PAGE>


SUBSEQUENT EVENT

On December 31, 2002, GFSI, Inc., completed the private placement of $9.9
million of unregistered 9.625% senior subordinated notes ("Exchange Notes") in
exchange for $24 million aggregate principal amount at maturity of the
Company's 11.375% Senior Discount Notes (the "Holdings Discount Notes") with
an accreted book value of $19.9 million. The acquisition of the Holdings
Discount Notes by the Company's wholly-owned subsidiary is considered an early
extinguishment of debt, and accordingly, the Company will record a pre-tax
gain on the transaction of approximately $9.6 million, net of related costs,
in the third quarter of fiscal 2003.

         The Exchange Notes are unsecured obligations of GFSI, Inc., mature on
March 1, 2007, pay interest semi- annually on March 1 and September 1, and
were issued under an indenture with substantially identical terms as the
indenture governing the $125 million aggregate principal amount at maturity of
GFSI, Inc. Senior Subordinated Notes issued on February 27, 1997. The Exchange
Notes were guaranteed by each of GFSI, Inc.'s wholly-owned subsidiaries (Event
1, CCP, and GFSI Canada Company). The Exchange Notes were issued to an
"accredited investor" and were exempt from registration under Rule 144 of the
Securities Act of 1933, as amended. GFSI, Inc. intends to file an exchange
offer registration statement with the Securities and Exchange Commission in
the third quarter of fiscal 2003 to enable the holder of the Exchange Notes to
exchange them for publicly registered notes having terms substantially
identical to the Exchange Notes.

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 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.

       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%
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 From 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

          4.11 Indenture, dated as of December 31, 2002 between GFSI, Inc. and
               State Street Bank and Trust Company.*

          4.12 9 5/8% Series A Senior Subordinated Note due 2007.*

          10.25 Exchange Agreement, dated as of December 31, 2002, between GFSI,
                Inc. and Jefferies Company, Inc.*

          10.26 Consent and Amendment, dated as of December 31, 2002, to the
                Credit Agreement, dated March 28, 2002.*

         * Incorporated by reference to Form 10-Q of GFSI, Inc., filed with
         the Securities and Exchange Commission on February 6, 2003
         (Commission File No. 333-24189).

(b) Reports on Form 8-K

         None.






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<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.
April 28,  2003
                                  /s/ J. Craig Peterson
                                 ---------------------------------------
                                 J. Craig Peterson, Sr. Vice
                                 President of Finance and Principal
                                 Accounting Officer





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<PAGE>



             CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REGARDING
               GFSI HOLDINGS, INC.'S QUARTERLY REPORT ON FORM 10-Q
                  FOR THE FISCAL PERIOD ENDED DECEMBER 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;
         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 these 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:    April 28, 2003


/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 DECEMBER 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 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 these 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:    April 28, 2003


/s/ J. Craig Peterson
---------------------------------------
J. Craig Peterson
Senior Vice President and Chief Financial Officer





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