EXHIBIT 10.24


                 THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT


         THIS THIRD AMENDMENT TO LOAN AND SECURITY  AGREEMENT (this "Amendment")
is made and  entered  into  this  31st day of  December,  1998,  by and  between
TROPICAL  SPORSTWEAR  INT'L  CORPORATION,  a Florida  corporation  ("Tropical"),
TROPICAL  SPORTSWEAR  COMPANY,  INC., a Delaware  corporation  ("TSCI"),  SAVANE
INTERNATIONAL CORP., a Texas corporation  (formerly known as Farah Incorporated)
("Savane"),  and APPAREL NETWORK CORPORATION,  a Florida corporation ("Apparel")
(Tropical,  TSCI,  Savane and Apparel  collectively  referred to  hereinafter as
"Borrowers"  and  individually  as a "Borrower")  each with its chief  executive
office and  principal  place of  business  at 4902 West  Waters  Avenue,  Tampa,
Florida 33634-1302;  the various financial  institutions listed on the signature
pages hereof and their respective  successors and permitted assigns which become
"Lenders"  as  provided in the Loan  Agreement  (as  defined  below);  and FLEET
CAPITAL CORPORATION,  a Rhode Island corporation,  in its capacity as collateral
and  administrative  agent for the Lenders (together with its successors in such
capacity,  "Agent")  with an office at 300 Galleria  Parkway,  N.W.,  Suite 800,
Atlanta, Georgia 30339.

                                    Recitals:

         Borrowers,  Agent  and  Lenders,  are  parties  to a  certain  Loan and
Security  Agreement  dated  June 10,  1998,  as amended  by that  certain  First
Amendment to Loan and Security  Agreement  dated July 9, 1998,  and that certain
Second Amendment to Loan and Security Agreement dated August 27, 1998 (as at any
time amended, the "Loan Agreement"), pursuant to which Lenders have made certain
revolving credit loans and letter of credit accommodations to Borrowers.

         Borrower  is  currently  in  default  under the Loan  Agreement  due to
Borrowers  breach of the tangible net worth  covenant.  Borrowers have requested
that Agent and Lenders waive the existing  default under the Loan  Agreement and
amend the terms of the Loan Agreement to modify the tangible net worth covenant.

         Agent and  Lenders  are willing to waive the default and amend the Loan
Agreement on the terms and conditions as hereinafter set forth.

         NOW,  THEREFORE,  for TEN DOLLARS  ($10.00) in hand paid and other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
severally  acknowledged,  the  parties  hereto,  intending  to be legally  bound
hereby, agree as follows:

         1. Definitions.  All capitalized  terms used in this Amendment,  unless
otherwise  defined herein,  shall have the meaning ascribed to such terms in the
Loan Agreement.

         2. Amendment to Loan Agreement. The Loan Agreement is hereby amended as
follows:

         (a) By deleting the definition of "Consolidated  Tangible Net Worth" in
Section 1 of the Loan Agreement and by substituting the following  definition in
lieu thereof:

                           Consolidated  Tangible  Net  Worth  - on any  date of
                  determination, the Consolidated net worth of Borrowers on such
                  date as  determined  in  accordance  with GAAP,  after  adding
                  thereto  the  outstanding   principal  amount  of  the  Senior
                  Subordinated  Notes  (not to  exceed  $100,000,000)  and after
                  deducting   therefrom  the  amount  of  all  intangible  items
                  reflected therein, including all unamortized debt discount and
                  expense,   unamortized   research  and  development   expense,
                  unamortized deferred charges, goodwill,  patents,  trademarks,
                  service marks,  trade names,  copyrights,  unamortized  excess
                  cost of  investment  in  Subsidiaries  over equity at dates of
                  acquisition,  and all similar  items which should  properly be
                  treated as intangibles in accordance with GAAP.

         (b) By deleting  Section  10.3.1 of the Loan  Agreement in its entirety
and by substituting the following new Section 10.3.1 in lieu thereof:

                                    10.3.1.  Consolidated  Tangible  Net  Worth.
                  Maintain,  as of the end of each Fiscal Quarter,  Consolidated
                  Tangible Net Worth of not less than the amount shown below for
                  the period corresponding thereto:

                  Period                                  Amount

                  Fiscal Quarter ending                 $95,000,000
                  January 2, 1999

                  Fiscal Quarter ending                 $99,000,000
                  April 3, 1999

                  Fiscal Quarter ending                $103,000,000
                  July 3, 1999

                  Each Fiscal Quarter thereafter       $103,000,000 
                                                       plus $4,000,000 for  each
                                                       additional Fiscal Quarter
                                                       after October 1, 1999


         3.  Limited  Waiver of Default.  An Event of Default has  occurred  and
currently  exists under the Loan  Agreement as a result of Borrowers'  breach of
Section 10.3.1 of the Loan Agreement (the "Designated Default").  The Designated
Default  exists   because  of  Borrowers'   failure  to  maintain  the  required
Consolidated  Tangible  Net Worth set forth in  Section  10.3.1.  Each  Borrower
represents and warrants that the Designated Default is the only Default or Event
of Default that exists under the Loan  Agreement and the other Loan Documents as
of the date hereof.  Agent and Lenders  hereby waive the  Designated  Default in
existence  on the date  hereof.  In no event  shall  such  waiver  be  deemed to
constitute  a waiver  of (a) any  Default  or Event of  Default  other  than the
Designated  Default  in  existence  on the  date of this  Amendment  or (b) each
Borrower's obligation to comply with all of the terms and conditions of the Loan
Agreement  and the  other  Loan  Documents  from  and  after  the  date  hereof.
Notwithstanding  any  prior,  temporary  mutual  disregard  of the  terms of any
contracts  between the parties,  each  Borrower  hereby  agrees that it shall be
required  strictly to comply with all of the terms of the Loan  Documents on and
after the date hereof.

         4.  Acknowledgments  and Stipulations.  Each Borrower  acknowledges and
stipulates that the Loan Agreement and the other Loan Documents executed by such
Borrower are legal,  valid and binding  obligations  of such  Borrower  that are
enforceable  against such Borrower in accordance with the terms thereof;  all of
the Obligations are owing and payable  without  defense,  offset or counterclaim
(and to the extent there exists any such defense,  offset or counterclaim on the
date hereof, the same is hereby waived by each Borrower); the security interests
and liens granted by each Borrower in favor of Agent are duly  perfected,  first
priority  security  interests and liens;  and the unpaid principal amount of the
Revolver Loans on and as of the close of business on December 30, 1998,  totaled
$74,663,679.51.

         5.  Representations  and  Warranties.   Each  Borrower  represents  and
warrants to Agent and  Lenders,  to induce  Agent and Lenders to enter into this
Amendment,  that no Default or Event of Default  exists on the date hereof;  the
execution,  delivery and performance of this Amendment have been duly authorized
by all  requisite  corporate  action  on the  part of  such  Borrower  and  this
Amendment has been duly executed and delivered by such Borrowers; and all of the
representations  and warranties made by Borrowers in the Loan Agreement are true
and  correct  on  and  as  of  the  date  hereof,   except  to  the  extent  any
representation or warranty specifically relates to an earlier date.

         6. Expenses of Agent.  Borrowers jointly and severally agree to pay, on
demand,  all  costs  and  expenses  incurred  by  Agent in  connection  with the
preparation,  negotiation  and  execution of this  Amendment  and any other Loan
Documents  executed  pursuant hereto and any and all amendments,  modifications,
and supplements thereto, including, without limitation, the reasonable costs and
fees of Agent's  legal  counsel  and any taxes or  expenses  associated  with or
incurred in connection  with any  instrument or agreement  referred to herein or
contemplated hereby.

         7. Effectiveness; Governing Law. This Amendment shall be effective upon
acceptance by Agent and Lenders in Atlanta,  Georgia (notice of which acceptance
is hereby  waived),  whereupon  the same shall be governed by and  construed  in
accordance with the internal laws of the State of Georgia.

         8.  Successors and Assigns.  This  Amendment  shall be binding upon and
inure to the benefit of the parties hereto and their  respective  successors and
assigns.

         9. No Novation,  etc.. Except as otherwise  expressly  provided in this
Amendment,  nothing  herein shall be deemed to amend or modify any  provision of
the Loan  Agreement  or any of the other  Loan  Documents,  each of which  shall
remain in full force and effect. This Amendment is not intended to be, nor shall
it be construed to create, a novation or accord and  satisfaction,  and the Loan
Agreement as herein modified shall continue in full force and effect.

         10. Counterparts; Telecopied Signatures. This Amendment may be executed
in any number of  counterparts  and by  different  parties to this  Agreement on
separate  counterparts,  each of  which,  when so  executed,  shall be deemed an
original, but all such counterparts shall constitute one and the same agreement.
Any signature delivered by a party by facsimile  transmission shall be deemed to
be an original signature hereto.

         11.  Further  Assurances.  Each  Borrower  agrees to take such  further
actions  as Agent and  Lenders  shall  reasonably  request  from time to time in
connection  herewith  to evidence  or give  effect to the  amendments  set forth
herein or any of the transactions contemplated hereby.

         12.  Section  Titles.  Section  titles  and  references  used  in  this
Amendment shall be without substantive meaning or content of any kind whatsoever
and are not a part of the agreements among the parties hereto.

         13.  Release of Claims.  To induce Agent and Lenders to enter into this
Amendment,  each Borrower hereby release,  acquits and forever  discharges Agent
and Lenders,  and all officers,  directors,  agents,  employees,  successors and
assigns of Agent and Lenders,  from any and all  liabilities,  claims,  demands,
actions or causes or  actions  of any kind or nature (if there be any),  whether
absolute or contingent, disputed or undisputed, at law or in equity, or known or
unknown,  that such  Borrower  now has or ever had  against  Agent  and  Lenders
arising under or in connection with any of the Loan Documents or otherwise.

         14. Waiver of Jury Trial. To the fullest extent permitted by applicable
law,  the parties  hereto  each hereby  waives the right to trial by jury in any
action,  suit,  counterclaim  or  proceeding  arising  out of or related to this
Amendment.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly  executed  under seal and  delivered by their  respective  duly  authorized
officers on the date first written above.


                                    BORROWERS:

ATTEST:                                    TROPICAL SPORTSWEAR INT'L
                                           CORPORATION


/s/ Regina M. Ifland                       By:      N. Larry McPherson
Assistant Secretary                        Title:   Executive Vice President
[CORPORATE SEAL]                                    Finance  and Operations



ATTEST:                                     TROPICAL SPORTSWEAR COMPANY, INC.

                                                     /s/ N. Larry McPherson
/s/ Regina M. Ifland                        By:      N. Larry McPherson
Assistant Secretary                         Title:   Executive Vice President
[CORPORATE SEAL]                                     Finance  and Operations



ATTEST:                                     SAVANE INTERNATIONAL CORP.
                                            (f/k/a Farah Incorporated)

                                                     /s/ N. Larry McPherson
/s/ Regina M. Ifland                        By:      N. Larry McPherson
Assistant Secretary                         Title:   Executive Vice President
[CORPORATE SEAL]                                     Finance and Operations



ATTEST:                                     APPAREL NETWORK CORPORATION

                                                     /s/ N. Larry McPherson
/s/ Regina M. Ifland                        By:      N. Larry McPherson
Assistant Secretary                         Title:   Executive Vice President
[CORPORATE SEAL]                                     Finance and Operations


<PAGE>

                                    LENDERS:

                                            FLEET CAPITAL CORPORATION

                                                     /s/ Elizabeth L. Walker
                                            By:      Elizabeth L. Walker
                                            Title:   Senior Vice President

       
                                            NATIONSBANC COMMERCIAL CORPORATION

                                                     /s/ Andrea Jackson
                                            By:      Andrea Jackson
                                            Title:   Vice President


                                            FIRST UNION NATIONAL BANK

                                                     /s/ Jill Travis
                                            By:      Jill Travis
                                            Title:   Vice President


                                            DEUTSCHE FINANCIAL SERVICES
                                            CORPORATION

                                                     /s/ Jeff Goliver
                                            By:      Jeff Goliver
                                            Title:   Senior Vice President


                                      AGENT:

                                            FLEET CAPITAL CORPORATION,
                                                as Agent

                                                     /s/ Elizabeth L. Walker
                                            By:      Elizabeth L. Walker
                                            Title:   Senior Vice President