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

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

For the quarterly period ended March 30, 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 incorporation               (I.R.S. Employer
        or organization)                                     Identification No.)

                              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 - 2,000 shares issued and outstanding as
of May 1, 2001.











                                        1

<PAGE>



                       GFSI HOLDINGS, INC. AND SUBSIDIARY
                          Quarterly Report on Form 10-Q
                      For the Quarter Ended March 30, 2001
                                      INDEX



                                                                         Page
                                                                         -----
PART I - FINANCIAL INFORMATION

         ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                  Consolidated Balance Sheets                              3
                  Consolidated Statements of Income (Loss)                 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                                             8

         ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURE
                    ABOUT MARKET RISK                                     11


PART II - OTHER INFORMATION                                               12

SIGNATURE PAGE                                                            13

                                        2

<PAGE>



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

<TABLE>
<CAPTION>

                                                                                       June 30,             March 30,
                                                                                         2000                  2001
                                                                                     -----------            ----------
<S>                                                                                   <C>                   <C>
ASSETS
Current assets:
     Cash & cash equivalents                                                          $    1,461              $  1,864
     Accounts receivable, net                                                             29,801                29,949
     Inventories, net                                                                     40,140                31,462
     Prepaid expenses and other current assets                                             1,117                 1,703
     Deferred income taxes                                                                 1,122                 1,122
                                                                                      ----------              --------
Total current assets                                                                      73,641                66,100
Property, plant and equipment, net                                                        19,356                18,331
Other assets                                                                               6,439                 5,726
                                                                                      ----------              --------
Total assets                                                                          $   99,436              $ 90,157
                                                                                      ==========              ========

LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES:
     Accounts payable                                                                 $    5,317             $   6,933
     Accrued interest expense                                                              4,000                   993
     Accrued expenses                                                                      7,668                 8,075
     Income taxes payable                                                                    308                    --
     Current portion of long-term debt                                                     6,953                 6,372
                                                                                       ---------            ----------
Total current liabilities                                                                 24,246                22,373
Deferred income taxes                                                                      1,049                 1,049
Other long-term obligations                                                                  552                   527
Long-term debt, less current portion                                                     228,474               221,308
Redeemable preferred stock                                                                 4,907                 5,044
Stockholders' equity (deficiency):
     Common stock, $.01 par value 2,105 shares authorized,
     2,000 shares issued at June 30, 2000 and March 30, 2001                                  --                    --
     Additional paid-in capital                                                              200                   200
     Accumulated deficiency                                                             (159,990)             (160,337)
     Treasury stock, at cost (33 and 90 series A shares at June 30, 2000
        and March 30, 2001, respectively)                                                     (2)                   (7)
                                                                                       ---------             ---------
Total stockholders' equity (deficiency)                                                 (159,792)             (160,144)
                                                                                       ---------             ---------
Total liabilities and stockholders' equity                                             $  99,436             $  90,157
                                                                                       =========             =========
</TABLE>


                 See notes to consolidated financial statements.


                                      -3-

<PAGE>



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



<TABLE>
<CAPTION>

                                                     Quarter Ended                        Nine Months Ended
                                             -------------------------------        --------------------------------
                                             March 31,             March 30,            March 31,          March 30,
                                               2000                  2001                2000                2001
                                             --------              --------         ----------            ---------
<S>                                          <C>                   <C>              <C>                   <C>
Net sales                                     $ 47,297             $ 41,696         $  153,642            $ 144,282
Cost of sales                                   28,501               25,359             92,947               88,511
                                              --------              -------         ----------             --------
Gross profit                                    18,796               16,337             60,695               55,771

Operating expenses:
     Selling                                     6,722                5,868             18,413               17,600
     General and administrative                  6,009                6,226             17,966               19,768
                                              --------              -------          ---------             --------
                                                12,731               12,094             36,379               37,368
                                              --------              -------          ---------             --------
Operating income                                 6,065                4,243             24,316               18,403

Other income (expense):
     Interest expense                          (6,227)               (6,385)           (18,565)             (18,785)
     Other, net                                   (33)                  168                 97                  324
                                              --------            ---------          ---------           ----------
                                               (6,260)              (6,217)            (18,468)             (18,461)
                                              --------             --------          ---------            ---------
Income (loss) before income
taxes                                            (195)              (1,974)              5,848                  (58)
Provision for income taxes
  (income tax benefit)                            (76)                (770)              2,285                  (23)
                                              --------           ----------         ----------           ----------
Net income (loss)                                (119)              (1,204)              3,563                  (35)
Preferred stock dividends                        (105)                (101)               (317)                (311)
                                              --------           ----------         ----------            ---------
Net income (loss) attributable
to common shareholders                        $  (224)            $ (1,305)         $    3,246             $   (346)
                                              ========            =========         ==========            =========
</TABLE>


                 See notes to consolidated financial statements.


                                     -4-

<PAGE>





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

                                                                                            Nine Months Ended
                                                                                      ----------------------------
                                                                                       March 31,         March 30,
                                                                                         2000               2001
                                                                                       ---------         ---------
<S>                                                                                     <C>              <C>

Cash flows from operating activities:
Net income (loss)                                                                      $  3,563          $    (35)
Adjustments to reconcile net income to net cash provided by
   operating activities:
     Depreciation                                                                         2,401             2,308
     Amortization of deferred financing costs                                               886               905
     Gain (loss) on sale or disposal of property, plant and equipment                        64               (55)
     Amortization of discount on long-term debt                                           5,259             5,874
Changes in operating assets and liabilities:
     Accounts receivable, net                                                            (1,990)             (148)
     Inventories, net                                                                      (632)            8,677
     Prepaid expenses, other current assets and other assets                               (354)             (897)
     Income taxes payable                                                                   929                --
     Accounts payable, accrued expenses and other
        long-term obligations                                                            (3,396)           (1,010)
                                                                                      ----------         ---------
Net cash provided by operating activities                                                 6,730            15,619
                                                                                      ----------          -------

Cash flows from investing activities
     Proceeds from sales of property, plant and equipment                                    52               141
     Purchases of property, plant and equipment                                          (1,516)           (1,275)
                                                                                       ---------         ---------
Net cash used in investing activities                                                    (1,464)           (1,134)
                                                                                       ---------         ---------

Cash flows from financing activities:
     Payments on long-term debt and capital lease obligations                           (10,045)          (13,714)
     Deferred financing costs                                                                --              (190)
     Redemption of redeemable preferred stock and common stock
repurchase                                                                                  (62)             (178)
                                                                                       ---------       -----------
Net cash used in financing activities                                                   (10,107)          (14,082)
                                                                                       ---------         ---------

Net increase (decrease)  in cash and cash equivalents                                    (4,841)              403
Cash and cash equivalents at beginning of period                                         10,278             1,461
                                                                                      ---------          ---------
Cash and cash equivalents at end of period                                            $   5,437          $  1,864
                                                                                      ==========         ========
Supplemental cash flow information:
     Interest paid                                                                    $  15,375          $ 15,899
                                                                                      ==========         ========
     Income taxes paid                                                                $     877          $    651
                                                                                      ==========         ========
Non-cash financing activities:
      Equipment purchased under capital lease                                         $     166          $     94
                                                                                      ==========         ========
Supplemental schedule of non-cash financing activities:
     Accrual of preferred stock dividends                                             $     317          $    311
                                                                                      ==========         ========
</TABLE>

                 See notes to consolidated financial statements.


                                        -5-

<PAGE>

                       GFSI HOLDINGS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                 March 30, 2001

1.   Basis of Presentation

     The  accompanying  unaudited  consolidated  financial  statements  of  GFSI
Holdings, Inc. ("Holdings" or 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
accounting  principles  generally  accepted in the United  States of America for
interim  financial  information.  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. Management makes 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. For further information, refer to the financial statements
and footnotes thereto for the year ended June 30, 2000 included in the Company's
Annual Report on Form 10-K.

2.   Credit Agreement Amendment

     On December 1, 2000,  the Company  entered into Amendment No. 2 to the Bank
Credit  Agreement,  dated February 27, 1997, by and among the Company,  Bank One
(formerly  the First  National Bank of Chicago),  and the other lenders  parties
thereto.  The  Amendment  reduced the secured line of credit to $40 million from
$50 million,  adjusted  certain  financial  ratio  covenants  and  increased the
interest rate margins 1.5% on  borrowings  under the Bank Credit  Agreement.  At
March 30, 2001, interest rates on the Company's Term loan A and Term loan B were
8.75% and 9.25%, 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 believes 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

     In December  1999,  the staff of the  Securities  and  Exchange  Commission
issued Staff Accounting  Bulletin No. 101 entitled  "Revenue  Recognition".  The
bulletin,  as  amended,  is to be adopted,  if needed,  no later than the fourth
fiscal  quarter  of fiscal  years  commencing  after  December  15,  1999,  with
retroactive adjustment to the first fiscal quarter of that year. Management does
not  expect  compliance  with this  bulletin  to have a  material  impact on the
Company's financial position, results of operations or cash flows.

     In  September  2000,  the FASB's  Emerging  Issues Task Force  released its
consensus on EITF Issue No.  00-10,  "Accounting  for Shipping and Handling Fees
and Costs".  EITF No. 00-10 sets forth  guidance on how a seller of goods should
classify in the income statement:  (a) amounts billed to a customer for shipping
and handling and (b) costs  incurred for shipping and handling.  Currently,  the
Company includes both the amounts billed to customers and the costs incurred for
shipping and handling as operating expenses.  Under the EITF, the amounts billed
to customers for shipping and handling would be reported as revenues. Management
intends to implement this EITF during the fourth quarter of fiscal 2001.


                                        6

<PAGE>



5.   Subsequent Event

     On April  20,  2001,  the  Company  signed a Stock  Purchase  Agreement  to
purchase 100% of the issued and  outstanding  stock of Champion  Products,  Inc.
("CPI")  on or  about  June 25,  2001  (the  "Closing").  The  Company  will pay
approximately   $9.5   million   for  the  common   stock  of  CPI  and  certain
non-competition  agreements which will be payable in four  installments  through
October 1, 2001.  At  Closing,  the Company  will record the assets,  consisting
primarily of inventory, and liabilities using the purchase method of accounting.
In addition,  the Company intends to enter into a 15 year License Agreement (the
"License  Agreement")  with Sara Lee Corporation (the parent company of CPI) for
the  exclusive  use of the  Champion  logo and  related  trademarks  on  certain
products  sold in the  Collegiate,  Military and  Specialty  markets.  Under the
License Agreement,  the Company will pay a royalty to Sara Lee Corporation based
upon net sales.

                                        7

<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 30,  2000.  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,  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 and Nine Month  Periods Ended
March 30, 2001 and March 31, 2000.


         Net Sales.  Net sales for the third  quarter of fiscal 2001,  decreased
11.8% to $41.7  million from $47.3  million in the third quarter of fiscal 2000.
The  decrease in net sales from the third  quarter last year was  primarily  the
result of curtailment by Corporate  customers of purchasing to support marketing
and employee relation  efforts.  Corporate sales were down $3.1 million or 18.9%
during the period.  Our Licensed Apparel sales also decreased by $1.7 million or
13.0% compared to the same period last year due to customers  continued focus on
reducing  individual College Bookstore location  inventories.  Net sales for the
nine months of fiscal 2001  decreased 6.1% to $144.3 million from $153.6 million
in the nine months of fiscal  2000.  This  decline was due to the  softening  of
demand for our Corporate  products and our College Bookstore  customers managing
their inventories down at their retail locations.

         Gross  Profit.  Gross  profit  for the third  quarter  of  fiscal  2001
decreased  13.1% to $16.3  million  from $18.8  million in the third  quarter of
fiscal  2000.  Gross  profit as a  percentage  of net sales  decreased  to 39.2%
compared to 39.7% in the third quarter of fiscal 2000. Gross profit for the nine
months of fiscal 2001  decreased 8.1% to $55.8 million from $60.7 million in the
nine months of fiscal 2000.  Gross profit as a percentage of net sales decreased
to 38.7%  compared to 39.5% in the nine months of fiscal  2000.  The decrease in
gross  profit was the result of the decline in net sales,  markdowns  on certain
products and increased production costs due to product mix changes.

         Operating Expenses.  Operating expenses for the third quarter of fiscal
2001  decreased 5.0% to $12.1 million from $12.7 million in the third quarter of
fiscal 2000.  Operating expenses as a percentage of net sales increased to 29.0%
compared  to 26.9% in the prior  year as  general  and  administrative  expenses
remained relatively consistent despite the decline in sales. For the nine months
of fiscal 2001,  operating  expenses  increased 2.7% to $37.4 million from $36.4
million in the nine months of fiscal 2000. Operating expenses as a percentage of
net sales  increased  to 25.9%  from  23.7% in the prior  year  period.  Selling
expenses as a  percentage  of sales in fiscal 2001 were  consistent  with fiscal
2000.  General  and  administrative  expenses  have  increased  over  last  year
primarily  resulting from one-time  reversals in fiscal 2000 of certain expenses
due to reductions in estimates of those expenses.



                                        8

<PAGE>



         EBITDA.  EBITDA for the third quarter of fiscal 2001 decreased 27.9% to
$4.9 million from $6.9 million in the third quarter of fiscal 2000.  EBITDA as a
percentage  of net sales  decreased to 11.9% from 14.5% in the third  quarter of
fiscal 2000. For the nine months of fiscal 2001, EBITDA decreased 22.5% to $20.7
million  from  $26.7  million  in the nine  months of fiscal  2000.  EBITDA as a
percentage  of sales  decreased to 14.4% from 17.4% in the nine months of fiscal
2000.  The decrease in EBITDA was created by lower sales,  product gross profits
and higher general and administrative expenses.

         Operating Income. Operating income for the third quarter of fiscal 2001
decreased 30.0% to $4.2 million from $6.1 million in the third quarter of fiscal
2000.  Operating  income as a percentage  of net sales  decreased  for the third
quarter of fiscal 2001 to 10.2% from 12.8% in fiscal  2000.  For the nine months
of fiscal 2001,  operating  income  decreased  24.3% to $18.4 million from $24.3
million in the nine months of fiscal 2000.  Operating  income decreased to 12.8%
for the nine months of fiscal 2001 from 15.8% in the nine months of fiscal 2000.
The  decrease in  operating  income was created by lower  sales,  product  gross
profits and higher general and administrative expenses.

         Other Income  (Expense).  Other expense for the third quarter of fiscal
2001  decreased to $6.2 million from $6.3 million in the third quarter of fiscal
2000. For the nine months of fiscal 2001,  other expense was consistent with the
nine months of fiscal 2000 at $18.5 million.  The consistency for the nine month
periods is primarily a result of decreased  interest  expenses  associated  with
borrowings  under the Company's $115 million  Credit  Agreement due to declining
balances on the Company's  long-term debt which were offset by increasing  rates
on the Company's long-term debt and increasing quarterly expense on the Discount
Notes (as defined below).

         Income Taxes. The effective income tax rates for the nine month periods
ended March 30, 2001 and March 31, 2000 were 39.7% and 39.1%, respectively.

         Net  Loss.  Net loss for the  third  quarter  of  fiscal  2001 was $1.2
million  compared to net loss of $119,000 in the third  quarter of fiscal  2000.
For the nine months of fiscal 2001, net loss was $35,000  compared to net income
of $3.6  million in the nine months of fiscal 2000.  The net earnings  decreased
for the periods due to  declines in sales and gross  profits and higher  general
and administrative expenses.

      LIQUIDITY AND CAPITAL RESOURCES

         Cash  provided by  operating  activities  for the nine months of fiscal
2001 was $15.6  million  compared  to $6.7  million in the nine months of fiscal
2000.  The  increase in cash  provided by operating  activities  between the two
periods was primarily attributable to inventory level reductions.

         Cash used in  financing  activities  for the nine months of fiscal 2001
was $14.0  million  compared to $10.1 million in the nine months of fiscal 2000.
The Company made term debt  prepayments  of $8.5 million in fiscal 2001 compared
to $5.3 million in fiscal 2000. The Company continues to review opportunities to
prepay portions of its outstanding debt utilizing available cash.

         The  Company  believes  that cash flow from  operating  activities  and
borrowings  under  the  Bank  Credit  Agreement  will be  adequate  to meet  the
Company's short-term and long-term liquidity  requirements prior to the maturity
of its  long-term  debt in  2010,  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 approximately $8.9 million
was utilized for  outstanding  commercial  and stand-by  letters of credit as of
March 30, 2001.

         The Company is dependent  upon the cash flows of 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 September 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
preferred  stock of the Company (the  "Preferred  Stock') will accrue  dividends
totaling approximately $405,000 annually. The Preferred Stock may be redeemed at
stated value  (approximately $3.4 million) plus accrued dividends with mandatory
redemption in 2009.

         On April 20, 2001,  the Company  signed a Stock  Purchase  Agreement to
purchase 100% of the issued and  outstanding  stock of Champion  Products,  Inc.
("CPI")  on or  about  June 25,  2001  (the  "Closing").  The  Company  will pay
approximately   $9.5   million   for  the  common   stock  of  CPI  and  certain
non-competition agreements  which  will be payable in four  installments through

                                        9

<PAGE>



October 1, 2001.  At  Closing,  the Company  will record the assets,  consisting
primarily of inventory, and liabilities using the purchase method of accounting.
In addition,  the Company intends to enter into a 15 year License Agreement (the
"License  Agreement")  with Sara Lee Corporation (the parent company of CPI) for
the  exclusive  use of the  Champion  logo and  related  trademarks  on  certain
products  sold in the  Collegiate,  Military and  Specialty  markets.  Under the
License Agreement,  the Company will pay a royalty to Sara Lee Corporation based
upon net sales.

         Management  believes that internally  generated funds and  availability
under its revolving credit line will be sufficient to finance the acquisition of
CPI.  Fourth  quarter  costs  related  to the  acquisition  are  expected  to be
approximately $500,000.

         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 volume at the Licensed  Apparel  division  during the
first two  fiscal  quarters.  This  pattern  of sales  affects  working  capital
requirements and liquidity,  as the Company generally must finance higher levels
of inventory  during these  periods  prior to fully  receiving  payment from its
customers.

         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.


                                       10

<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. 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.





                                       11

<PAGE>



PART II - OTHER INFORMATION


Item 1.   Legal Proceedings

         There  has  been no  change  to  matters  discussed  in  Business-Legal
Proceedings  in the  Company's  Annual  Report  on Form  10-K as filed  with the
Securities and Exchange Commission on September 30, 1999.

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.  The following exhibits are included with this report:

              2.3    Stock Purchase Agreement, dated as of April 20, 2001,
                     by and among Sara Lee Corporation, Champion Products, Inc.
                    and GFSI, Inc.*

         * The  schedules  and  exhibits to this  agreement  have not been filed
pursuant to Item  601(b)(2) of Regulation  S-K. Such schedules and exhibits will
be  filed  supplementarily  upon  the  request  of  the  Securities and Exchange
Commission.


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                                   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.
May 14 , 2001
                             /s/ J. CRAIG PETERSON
                            ---------------------------------------
                            J. Craig Peterson, Sr. Vice President of Finance and
                            Principal Accounting Officer



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