`UNITED STATES
                               SECURITIES AND EXCHANGE COMMISSION
                                     Washington, D.C. 20549

                                           FORM 10-Q

 [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
                          For the quarterly period ended July 3, 2004

                                              or

[ ] 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 0-23161

                              Tropical Sportswear Int'l Corporation
                      (Exact name of registrant as specified in its charter)

            Florida                                                     59-3424305
(State or other jurisdiction of                                       I.R.S. Employer
 incorporation or organization)                                      Identification No.

                           4902 W. Waters Avenue Tampa, FL 33634-1302
                       (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code   (813) 249-4900


          (Former name, former address and former fiscal year, if changed since last report.)

       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 the  registrant was  required  to  file such  reports),
and (2) has been  subject to such filing requirements for the past 90 days.
                 [X] Yes      [  ]  No

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

       As  of August 10, 2004 there were  11,062,414  shares of the registrant's Common Stock
outstanding.


                                  TROPICAL SPORTSWEAR INT'L CORPORATION

                                                 FORM 10-Q
                                            TABLE OF CONTENTS


PART I     Financial Information                                                           Page No.

Item 1     Financial Statements                                                              3

Item 2     Management's Discussion and Analysis of Financial Condition and
           Results of Operations                                                            14

Item 3     Quantitative and Qualitative Disclosures about Market Risk                       21

Item 4     Controls and Procedures                                                          21


PART II    Other Information

Item 1     Legal Proceedings                                                                21

Item 2     Changes in Securities                                                            22

Item 3     Defaults upon Senior Securities                                                  22

Item 4     Submission of Matters to a Vote of Security Holders                              22

Item 5     Other Information                                                                22

Item 6     Exhibits and Reports on Form 8-K                                                 22


PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements

                                                      TROPICAL SPORTSWEAR INT'L CORPORATION
                                                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                   (UNAUDITED)
                                                     (In thousands, except per share amounts)


                                            Thirteen            Thirteen                 Forty           Thirty-nine
                                           Weeks Ended         Weeks Ended            Weeks Ended        Weeks Ended
                                             July 3,            June 28,                July 3,           June 28,
                                              2004                2003                    2004              2003
                                        ------------------ --------------------    ------------------ -----------------

Net sales                                      $74,818             $ 96,732             $ 245,968         $ 308,498
Cost of goods sold                              58,982               87,706               196,272           255,649
                                        ------------------ --------------------    ------------------ -----------------
Gross profit                                    15,836                9,026                49,696            52,849
Selling, general and
administrative expenses                         16,422               20,624                51,677            63,201
Other                                               -                 2,361                (2,782)            6,113
                                        ------------------ --------------------    ------------------ -----------------
Operating income (loss)                           (586)             (13,959)                  801           (16,465)
Other (income) expense:
   Interest expense, net                         3,503                3,046                10,849             8,743
   Loss on extinguishment of debt                1,692                   --                 1,692                --
   Other, net                                       48                  220                    (7)             (874)
                                        ------------------ --------------------    ------------------ -----------------
                                                 5,243                3,266                12,534             7,869

Loss before income taxes                        (5,829)             (17,225)              (11,733)          (24,334)
Provision (benefit) for income taxes               (42)              13,339                   516            10,610
                                        ------------------ --------------------    ------------------ -----------------
Net loss                                        (5,787)             (30,564)              (12,249)          (34,944)
Foreign currency translation and
    other                                         (448)                 788                   612             1,175
                                        ------------------ --------------------    ------------------ -----------------
Comprehensive loss                           $  (6,235)            $(29,776)            $ (11,637)        $ (33,769)
                                        ================== ====================    ================== =================

Net loss per common share:
    Basic                                       $(0.52)              $(2.77)               $(1.11)           $(3.16)
                                        ================== ====================    ================== =================
    Diluted                                     $(0.52)              $(2.77)               $(1.11)           $(3.16)
                                        ================== ====================    ================== =================

                                                        See accompanying notes.


                                                 TROPICAL SPORTSWEAR INT'L CORPORATION
                                                 CONDENSED CONSOLIDATED BALANCE SHEETS
                                                             (In thousands)

                                                                                July 3,           September 27,
                                                                                  2004                2003
                                                                            -----------------   ------------------
                    ASSETS                                                    (unaudited)           (audited)

          Current Assets:
             Cash and cash equivalents                                          $   7,274             $  4,485
             Accounts receivable, net                                              45,772               64,355
             Inventories, net                                                      44,116               73,293
             Prepaid expenses and other current assets                             11,403               11,001
             Assets held for sale                                                   3,685                6,597
                                                                            -----------------   ------------------
                         Total current assets                                     112,250              159,731

          Property and equipment, net                                              25,937               34,902
          Trademarks, net                                                          12,903               12,936
          Other assets                                                              4,633                6,710
                                                                            -----------------   ------------------
                         Total assets                                           $ 155,723            $ 214,279
                                                                            =================   ==================

                    LIABILITIES AND SHAREHOLDERS' EQUITY

          Current Liabilities:
             Accounts payable and accrued expenses                              $  28,747            $  48,522
             Revolving credit line                                                  7,704               25,685
             Current portion of long-term debt and capital leases                     589                1,964
                                                                            -----------------   ------------------
                         Total current liabilities                                 37,040               76,171


          Long-term debt and capital leases                                       100,265              107,772
          Other non-current liabilities                                             7,295                7,585
                                                                            -----------------   ------------------
                   Total liabilities                                              144,600              191,528

          Shareholders' Equity:
             Preferred stock                                                            -                    -
             Common stock                                                             111                  111
             Additional paid in capital                                            88,584               88,575
             Retained deficit                                                     (70,866)             (58,617)
             Accumulated other comprehensive loss                                  (6,706)              (7,318)
                                                                            -----------------   ------------------
                         Total shareholders' equity                                11,123               22,751
                                                                            -----------------   ------------------

                         Total liabilities and shareholders' equity             $ 155,723            $ 214,279
                                                                            =================   ==================
                                                        See accompanying notes.


                                                 TROPICAL SPORTSWEAR INT'L CORPORATION
                                            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                              (UNAUDITED)
                                                            (In thousands)


                                                                            Forty              Thirty-nine
                                                                        Weeks Ended            Weeks Ended
                                                                          July 3,               June 28,
                                                                            2004                  2003
                                                                     -------------------    ------------------
OPERATING ACTIVITIES
Net loss                                                                   $ (12,249)           $ (34,944)
Adjustments to reconcile net loss to net cash
         provided by (used in) operating activities:
    Depreciation and amortization                                              4,324                5,001
    Deferred income taxes and other                                              954                9,945
    Gain on sale of building                                                  (3,504)                   -
      Loss on extinguishment of debt                                           1,692                    -
Changes in operating assets and liabilities:
    Accounts receivable                                                       18,583               12,402
    Inventories                                                               29,177              (23,942)
      Prepaid expenses and other current assets                                2,213                2,696
      Accounts payable and accrued expenses                                  (19,775)             (21,429)
                                                                        ------------------    -----------------
    Net cash provided by (used in) operating activities                       21,415              (50,271)
                                                                        ------------------    -----------------


INVESTING ACTIVITIES
Capital expenditures
                                                                                (704)             (14,986)
Sale of marketable securities                                                     -                11,100
Proceeds from sale of property and equipment                                  10,706                  256
                                                                        ------------------    -----------------
    Net cash provided by (used in) investing activities                       10,002               (3,630)
                                                                        ------------------    -----------------
Financing activities:
Net changes in other debt and capital leases
                                                                             (11,123)              (1,329)
Proceeds from exercise of stock options                                            9                    5
Proceeds from revolving credit line borrowings                               223,465              177,241
Payments of revolving credit line borrowings                                (241,446)            (143,795)
                                                                        ------------------    -----------------
      Net cash (used in) provided by financing activities                    (29,095)              32,122
                                                                        ------------------    -----------------

Effect of exchange rates on cash and cash equivalents                            467                2,350

Net  increase (decrease) in cash and cash equivalents                          2,789              (19,429)
Cash and cash equivalents at beginning of period                               4,485               28,284
                                                                        ------------------    -----------------
Cash and cash equivalents at end of period                                   $ 7,274              $ 8,855
                                                                        ==================    =================

                                                        See accompanying notes.


                      TROPICAL SPORTSWEAR INT'L CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                         Forty weeks ended July 3, 2004
                    (In thousands, except per share amounts)


1.   BASIS OF PRESENTATION

     The accompanying  unaudited condensed  consolidated financial statements of
Tropical  Sportswear Int'l  Corporation (the "Company")  include the accounts of
Tropical  Sportswear  Int'l  Corporation and its  subsidiaries.  These financial
statements have been prepared in accordance with the  instructions for Form 10-Q
and,  therefore,  do not  include  all  information  and  footnotes  required by
generally accepted accounting  principles.  The unaudited condensed consolidated
financial  statements  should be read in conjunction with the audited  financial
statements  and related notes  included in the  Company's  Annual Report on Form
10-K for the year ended  September 27, 2003. In the opinion of  management,  the
unaudited  condensed  consolidated  financial  statements  contain all necessary
adjustments  (which  include  only  normal,  recurring  adjustments)  for a fair
presentation of the interim periods  presented.  Operating results for the forty
weeks ended July 3, 2004 are not  necessarily  indicative of results that may be
expected for the entire fiscal year ending October 2, 2004.


2.  STOCK OPTION PLAN ACCOUNTING POLICY AND PRO FORMA INFORMATION

     The Company has elected to follow  Accounting  Principles Board Opinion No.
25,   "Accounting   for  Stock  Issued  to  Employees"   (APB  25)  and  related
interpretations  in  accounting  for its  employee  stock  options  because  the
alternative  fair  value  accounting  provided  for under  FASB  Statement  123,
"Accounting for Stock Based Compensation,"  (Statement No. 123) requires the use
of option  valuation  models that were not developed for use in valuing employee
stock  options.  Under  APB 25,  because  the  exercise  price of the  Company's
employee  stock  options equal the market price of the  underlying  stock on the
date of grant, no compensation expense is recognized.

     For purposes of Statement No. 123, as amended by FASB Statement No. 148 pro
forma  disclosures,  the  estimated  fair value of the options is  amortized  to
expense over the options' vesting period. The Company's pro forma information is
as follows (in thousands except for net income (loss) per share information):


                                          Thirteen          Thirteen              Forty         Thirty-nine
                                        Weeks ended        Weeks ended         weeks ended      weeks ended
                                          July 3,           June 28,             July 3,          June 28,
                                            2004              2003                 2004             2003
                                       ---------------    --------------     ---------------    ------------
Net loss                                 $ (5,787)         $ (30,564)           $ (12,249)         $(34,944)
Pro forma compensation expense, net          (309)              (101)                (995)             (339)
                                       ---------------    ---------------    ---------------    ------------
Pro forma net loss                       $ (6,096)        $  (30,665)           $ (13,244)         $(35,283)
                                       ===============    ===============    ===============    ============

Net loss per share-basic                   $(0.52)           $( 2.77)              $(1.11)           $(3.16)
Net loss per share-diluted                 $(0.52)           $ (2.77)              $(1.11)           $(3.16)

Pro forma net loss per share-basic         $(0.55)           $ (2.78)              $(1.20)           $(3.20)
Pro forma net loss per share-diluted       $(0.55)           $ (2.78)              $(1.20)           $(3.20)



3.   INVENTORIES

Inventories consist of the following:
                                                                    July 3,             September 27,
                                                                      2004                   2003
                                                              -------------------    -------------------

        Raw materials                                             $ 9,936                  $   6,939
        Work in process                                             5,541                      6,947
        Finished goods                                             33,337                     71,479
        Reserve for excess and slow moving inventory               (4,698)                   (12,072)
                                                              -------------------    -------------------
                                                                  $44,116                  $  73,293
                                                              ===================    ===================



4.   DEBT AND CAPITAL LEASES

Debt and capital leases consist of the following:

                                                                    July 3,             September 27,
                                                                      2004                   2003
                                                              -------------------    -------------------

        Revolving credit line                                      $7,704                  $  25,685
        Real estate loan                                               --                      8,000
        Senior subordinated notes                                 100,000                    100,000
        Capital leases                                                854                      1,736
                                                              -------------------    -------------------
                                                                  108,558                    135,421
        Less current maturities                                    (8,293)                   (27,649)
                                                              -------------------    -------------------
        Long-term debt                                           $100,265                  $ 107,772
                                                              ===================    ===================

     On June 6,  2003,  the  Company  renewed  its  revolving  credit  line (the
"Facility").  The  Facility  provided  for  borrowings  of up to $95.0  million,
subject to certain  borrowing base  limitations.  Borrowings  under the Facility
bear variable  rates of interest based on LIBOR plus an applicable  margin,  and
were secured by substantially all of the Company's domestic assets. The Facility
was scheduled to mature June 2006. The Facility contained  significant financial
and  operating  covenants  if  availability  under the  Facility  fell below $20
million.  These covenants included a consolidated fixed charge ratio of at least
..90x and a ratio of consolidated  funded debt to consolidated EBITDA of not more
than 5.25x. The Facility also included  prohibitions on the Company's ability to
incur certain additional  indebtedness or to pay dividends,  and restrictions on
its ability to make capital expenditures.

     On December 15, 2003, the Company paid the semi-annual  interest payment of
$5.5 million to the holders of its senior  subordinated  notes.  On December 16,
2003,  availability  under  the  Facility  fell  below $20  million,  triggering
financial  covenants,  which were  violated.  This  caused the  Company to be in
technical  default under the Facility.  On January 12, 2004, the Company amended
the Facility  (the "Amended  Facility")  with Fleet  Capital,  which among other
things  reduced  aggregate  borrowings  to $70  million.  The default  under the
Facility  was waived on January 12,  2004 by the terms of the Amended  Facility.
Additionally,  the Amended Facility contained a $10 million availability reserve
base and higher  rates of  interest  than the  Facility.  The  Amended  Facility
contained  monthly  financial  covenants of minimum EBITDA  levels,  which began
February 2004 and a consolidated  fixed charge  coverage ratio and  consolidated
EBIT to consolidated  interest expense ratio which were to begin March 2005. The
fiscal 2004 minimum EBITDA levels were  cumulative  month amounts which began in
the second quarter of fiscal 2004. The Company was in compliance with the EBITDA
covenants during the term of the Amended Facility.

     The cross default provision on the Company's Real Estate Loan was triggered
by the  default on the  Facility.  This  default  was waived on January 12, 2004
concurrent with the Amended Facility.  On January 12, 2004, the Real Estate Loan
was  amended  (the  "Amended  Real Estate  Loan") to  increase  the loan by $2.0
million,  to increase the interest rate, and to increase the quarterly  interest
payments from $200,000 to $250,000 per quarter.

     On June  17,  2004,  the  Company  entered  into a new  Loan  and  Security
Agreement (the "New  Facility")  with The CIT Group ("CIT") as Agent,  and Fleet
Capital  continuing  to  participate  as a syndicated  lender.  The New Facility
provides for borrowings of up to $60 million,  and matures October 31, 2006. The
New Facility provides for increased borrowing  availability and reduced rates of
interest.  The  amount  that can be  borrowed  at any given time is based upon a
formula  that  takes  into  account,  among  other  things,   eligible  accounts
receivable and  inventory,  which can result in borrowing  availability  of less
than the full amount of the New  Facility.  The New Facility  also contains a $6
million  availability  reserve  base.  The Company is only  subject to financial
covenants when  availability  is below 20% of the New Facility.  If availability
falls below 20%, the Company has ten business days to bring availability back up
above  the 20%  threshold.  If  availability  does not  increase  above  the 20%
threshold within ten business days, the financial  covenants include a quarterly
minimum  EBITDA level  beginning  with the third  quarter of fiscal 2004,  and a
quarterly  fixed charge  coverage  ratio  beginning  with the second  quarter of
fiscal 2005.  The New  Facility  also  includes  prohibitions  on the  Company's
ability  to incur  certain  additional  indebtedness  or to pay  dividends,  and
restrictions on its ability to make capital expenditures.

     The Company's  outstanding  balance on its Amended Real Estate loan of $5.7
million was assumed by CIT and is a fixed asset portion of the New Facility. The
fixed asset portion of the New Facility will be reduced by $400,000 beginning on
September 1, 2004 and on the first day of each third month thereafter.


     The New  Facility  contains  both a  subjective  acceleration  clause and a
requirement  to  maintain  a  lock-box  arrangement,  whereby  remittances  from
customers reduce borrowings  outstanding  under the New Facility.  In accordance
with  Emerging  Issues  Task  Force  95-22,  "Balance  Sheet  Classification  of
Borrowings  Outstanding  under Revolving  Credit  Agreements That Include Both a
Subjective   Acceleration  Clause  and  a  Lock-Box  Arrangement",   outstanding
borrowings  under the New Facility are  classified  as  short-term.  Outstanding
borrowings under the Company's previous Amended Facility were also classified as
short-term.

     Borrowings  under the New Facility bear variable rates of interest based on
LIBOR plus an applicable margin (4.3% at July 3, 2004). The outstanding  balance
on the New Facility was $7.7 million at July 3, 2004 and  availability was $24.8
million (after the $6.0 million reserve base).

     While the Company  believes its operating plans, if met, will be sufficient
to  assure  compliance  with the  terms  of the New  Facility,  there  can be no
assurances that the Company will be in compliance through fiscal 2004.


5.  ASSETS HELD FOR SALE

     In June  2004,  the  Company  announced  its plans to  market  for sale its
cutting  facility  located  in Tampa,  Florida.  Proceeds  from the sale of this
building, when sold, will be used to pay down borrowings under the New Facility.
These assets have been  classified  as Assets held for sale on the  consolidated
balance sheet.


6.  NET INCOME (LOSS) PER SHARE

Basic and diluted net loss per share are computed as follows:

                                             Thirteen          Thirteen             Forty           Thirty-nine
                                           Weeks ended        Weeks ended        Weeks ended        Weeks ended
                                             July 3,           June 28,            July 3,            June 28,
                                               2004              2003                2004               2003
                                          ---------------    --------------     ---------------    ---------------
Numerator for basic net loss per  share:
     Net loss                                   $(5,787)         $(30,564)           $(12,249)          $(34,944)

Denominator for basic net loss per
share:
     Weighted average shares of common
     stock outstanding                           11,057            11,047              11,056             11,043

Effect of dilutive stock options using
the
     treasury stock method                            -                 -                   -                  -
                                          ---------------    --------------     ---------------    ---------------

Denominator for diluted net loss per
share                                            11,057            11,047              11,056             11,043
                                          ===============    ==============     ===============    ===============

Net loss per common share:
     Basic                                       $(0.52)           $(2.77)             $(1.11)            $(3.16)
                                          ===============    ==============     ===============    ===============
     Diluted                                     $(0.52)           $(2.77)             $(1.11)            $(3.16)
                                          ===============    ==============     ===============    ===============

During fiscal 2004, 6,030 stock options have been exercised.


7.  RESTRUCTURING OF SAVANE INTERNATIONAL CORP.

     On  April  18,  2002,  the  Company  announced  a plan to  consolidate  the
administrative, cutting and related functions of the Savane division in El Paso,
Texas into the Tampa,  Florida  facility.  The Company  completed  the  physical
consolidation  in the second  fiscal  quarter  ending March 2003. As part of the
consolidation,  the Company vacated its El Paso, Texas  administration  building
and terminated the associated lease  obligation,  and vacated its El Paso, Texas
cutting facility.

     As a result  of  these  initiatives  (internally  referred  to as  "Project
Synergy"),  the Company recorded a pre-tax charge totaling  approximately  $16.1
million in fiscal 2002 for severance ($3.1 million),  relocation  (recognized as
incurred) ($2.5 million),  lease terminations ($2.8 million),  asset write-downs
($5.7 million) and other related costs ($2.0 million)  included in other charges
in the  accompanying  statements of operations.  As of July 3, 2004, the Company
has  approximately   $498,000  remaining  of  the  accrual,   related  to  lease
termination  costs. The activity in the exit accruals related to Project Synergy
during the forty weeks ended July 3, 2004 and the  thirty-nine  weeks ended June
28, 2003 were as follows:

                                   Forty weeks ended             Thirty-nine weeks
                                                                       ended
                                      July 3, 2004                 June 28, 2003
                                 -----------------------       -----------------------

Beginning balance                       $ 2,739                      $  4,295
Reductions                                    -                        (1,550)
Cash payments                            (2,241)                         (988)
                                 -----------------------       -----------------------
Ending balance                           $  498                       $ 1,757
                                 =======================       =======================

     The  Company  has no  remaining  accrued  liabilities  related  to the 1998
acquisition  of Savane  International  Corp.  The activity in the exit  accruals
related to this  acquisition  during the forty  weeks ended July 3, 2004 and the
thirty-nine weeks ended June 28, 2003 were as follows:


                                   Forty weeks ended         Thirty-nine weeks ended
                                      July 3, 2004                June 28, 2003
                                 -----------------------     ------------------------

Beginning balance                        $ 437                       $ 2,216
Cash payments                             (437)                       (1,499)
                                 -----------------------     ------------------------
Ending balance                           $   -                       $   717
                                 =======================     ========================

8.        DEFINED BENEFIT PLAN

     Under the Company's  defined  benefit  plan,  which covers  certain  Savane
distribution  center  associates,   the  basic  monthly  pension  payable  to  a
participant  upon  normal  retirement  equals the  product of the  participant's
monthly  benefit rate times the number of years of credited  service.  Assets of
the defined benefit plan are invested primarily in U.S. government  obligations,
corporate bonds, and equity securities.

     The  Company's  policy is to fund accrued  pension cost when such costs are
deductible for tax purposes.  Net periodic pension cost,  included the following
components:

                                               Thirteen         Thirteen             Forty           Thirty-nine
                                              Weeks ended      Weeks ended        Weeks ended        Weeks ended
                                                July 3,         June 28,             July 3,           June 28,
                                                 2004             2003                2004               2003
                                              -----------     -------------     ----------------    ---------------

Service Cost                                       $   8             $  10                $  23               $ 29
Interest Cost                                        153               143                  459                430
Expected Return on Plan Assets                      (123)             (127)                (370)              (381)
Amortization of  Unrecognized Transition
Obligation (Asset)                                    --                 2                   --                  6
Amortization of Prior Service Cost                    --                --                   --                 --
Amortization of Loss (Gain)                           96                72                  289                215
                                              -----------     -------------     ----------------    ---------------
Net Periodic Benefit Cost                          $ 134             $ 100                $ 401              $ 299
                                              ===========     =============     ================    ===============

     The Company  anticipates  contributing  approximately  $606,000 to fund its
defined benefit plan during fiscal 2004.



9.   SUPPLEMENTAL COMBINING CONDENSED FINANCIAL STATEMENTS

     The Company's Senior Subordinated Notes, due 2008 (the "Notes") are jointly
and severally  guaranteed fully and  unconditionally  by the Company's  domestic
subsidiaries which are 100% owned by Tropical  Sportswear Int'l Corporation (the
"Parent").  The Company's  wholly-owned  foreign subsidiaries are not guarantors
with respect to the Notes and do not have any credit  arrangements senior to the
Notes except for their local overdraft facilities and capital lease obligations.

     The following is the unaudited  supplemental  combining condensed statement
of operations  for the thirteen  weeks ended July 3, 2004 and the thirteen weeks
ended June 28, 2003, the supplemental  combining  condensed  balance sheet as of
July 3, 2004 and September 27, 2003, and the  supplemental  combining  condensed
statement  of cash  flows  for the  forty  weeks  ended  July 3,  2004,  and the
thirty-nine  weeks ended June 28, 2003. The only  intercompany  eliminations are
the normal  intercompany  sales,  borrowings  and  investments  in wholly  owned
subsidiaries.   Separate   complete   financial   statements  of  the  guarantor
subsidiaries  are not presented  because  management  believes that they are not
material to investors.


                                                             Thirteen Weeks Ended July 3, 2004
                                       ------------------------------------------------------------------------------
Statement of Operations                  Parent        Guarantor       Non-Guarantor
                                          Only        Subsidiaries     Subsidiaries    Eliminations    Consolidated
                                       -----------    ------------     ------------    ------------    --------------

Net sales                                $43,666         $21,175         $ 10,131        $  (154)          $ 74,818
Gross profit                               8,493           3,613            3,840           (110)            15,836
Operating income (loss)                     (168)           (728)             310              -               (586)
Interest, income taxes and other, net      3,261           2,062             (122)             -              5,201
Equity in income (loss) of subsidiaries   (2,358)              -                -          2,358                  -
Net income (loss)                         (5,787)         (2,790)             432          2,358             (5,787)



                                                            Thirteen Weeks Ended June 28, 2003
                                       ------------------------------------------------------------------------------
Statement of Operations                  Parent        Guarantor       Non-Guarantor
                                          Only        Subsidiaries     Subsidiaries    Eliminations     Consolidated
                                       -----------    ------------     ------------    ------------     -------------

Net sales                                $50,634       $ 35,275          $ 11,679        $  (856)          $ 96,732
Gross profit                               6,971         (1,159)            3,317           (103)             9,026
Operating loss                            (2,629)       (11,053)             (277)             -            (13,959)
Interest, income taxes and other, net     12,410          4,003               192              -             16,605
Equity in income (loss) of subsidiaries  (15,525)             -                 -         15,525                  -
Net loss                                 (30,564)       (15,056)             (469)        15,525            (30,564)



                                                               Forty Weeks Ended July 3, 2004
                                       -------------------------------------------------------------------------------
Statement of Operations                 Parent        Guarantor      Non-Guarantor
                                         Only        Subsidiaries    Subsidiaries     Eliminations      Consolidated
                                       ----------    ------------    -------------    -------------    ---------------

Net sales                               $117,052       $ 93,254          $ 36,139        $  (477)         $ 245,968
Gross profit                              23,023         13,512            13,438           (277)            49,696
Operating income (loss)                   (1,085)            11             1,875              -                801
Interest, income taxes and other, net      5,919          6,119             1,012              -             13,050
Equity in income (loss) of subsidiaries   (5,245)             -                 -          5,245                  -
Net income (loss)                        (12,249)        (6,108)              863          5,245            (12,249)


                                                           Thirty-nine Weeks Ended June 28, 2003
                                       -------------------------------------------------------------------------------
Statement of Operations                 Parent        Guarantor      Non-Guarantor
                                         Only        Subsidiaries    Subsidiaries     Eliminations      Consolidated
                                       ----------    ------------    -------------    -------------    ---------------

Net sales                              $ 151,141      $ 122,038         $  36,772       $ (1,453)         $ 308,498
Gross profit                              26,728         14,841            11,531           (251)            52,849
Operating income (loss)                   (8,553)        (9,032)            1,120              -            (16,465)
Interest, income taxes and other, net     11,126          6,925               428              -             18,479
Equity in income (loss) of subsidiaries  (15,265)             -                 -         15,265                  -
Net income (loss)                        (34,944)       (15,957)              692         15,265            (34,944)



                                                                    As of July 3, 2004
                                       ------------------------------------------------------------------------------
Balance Shee                            Parent       Guarantor       Non-Guarantor
                                         Only       Subsidiaries     Subsidiaries    Eliminations     Consolidated
                                       -----------   -------------    -------------   -------------    --------------
ASSETS
Cash and cash equivalents               $    155         $  745         $   6,374        $     -         $    7,274
Accounts receivable, net                  26,235         14,133             5,404              -             45,772
Inventories                               22,914         13,191             8,011              -             44,116
Other current assets                       5,631          4,828             4,629              -             15,088
                                       -----------   -------------    -------------   -------------    --------------
       Total current assets               54,935         32,897            24,418              -            112,250

Property and equipment, net               20,314          3,759             1,864              -             25,937
Investment in subsidiaries and
   other assets                           65,542         17,946            (9,987)       (55,965)            17,536
                                       -----------   -------------    -------------   -------------    --------------
       Total assets                   $  140,791       $ 54,602          $ 16,295       $(55,965)        $  155,723
                                       ===========   =============    =============   =============    ==============

LIABILITIES  AND STOCKHOLDERS' EQUITY
Accounts payable and accrued
   liabilities                         $  21,565        $   957          $  6,225        $     -         $   28,747
Revolving credit line and
   current portion of capital
    leases                                 7,961            316                16              -              8,293
                                      -----------   -------------    -------------   -------------    --------------
       Total current liabilities          29,526          1,273             6,241              -             37,040
Long-term debt and noncurrent
   portion of capital leases             100,196              -                69              -            100,265
Other noncurrent liabilities                 (54)         7,245               104              -              7,295
Stockholders' equity                      11,123         46,084             9,881        (55,965)            11,123
                                      -----------   -------------    -------------   -------------    --------------
       Total liabilities and
        stockholders' equity          $  140,791       $ 54,602          $ 16,295      $ (55,965)        $  155,723
                                      ===========   =============    =============   =============    ==============


                                                                  As of September 27, 2003
                                      ------------------------------------------------------------------------------
Balance Sheet                           Parent        Guarantor       Non-Guarantor
                                         Only        Subsidiaries     Subsidiaries    Eliminations     Consolidated
                                      -----------   -------------    -------------   -------------    --------------
ASSETS
Cash and cash equivalents               $    218         $  440           $ 3,827        $     -         $    4,485
Accounts receivable, net                  33,740         22,174             8,441              -             64,355
Inventories                               31,945         30,818            10,530              -             73,293
Other current assets                       9,703          4,903             2,992              -             17,598
                                      -----------   -------------    -------------   -------------    --------------
       Total current assets               75,606         58,335            25,790              -            159,731

Property and equipment, net               27,627          5,318             1,957                            34,902
Investment in subsidiaries and
    other assets                          92,392          6,706           (14,071)       (65,381)            19,646
                                      -----------   -------------    -------------   -------------    --------------
       Total assets                    $ 195,625        $70,359           $13,676      $ (65,381)         $ 214,279
                                      ===========   =============    =============   =============    ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued
   liabilities                          $ 38,036       $ 5,480            $ 5,006              -          $  48,522
Revolving credit line and
   current portion of long-term
   debt and capital leases                26,738           892                 19              -             27,649
                                     -----------   -------------    -------------   -------------    --------------
       Total current liabilities          64,774         6,372              5,025              -             76,171
Long-term debt and noncurrent
   portion of capital leases             107,590            87                 95              -            107,772
Other noncurrent liabilities                 510         6,968                107              -              7,585
Stockholders' equity                      22,751        56,932              8,449        (65,381)            22,751
                                     -----------   -------------    -------------   -------------    --------------
       Total liabilities and
          stockholders' equity         $ 195,625       $70,359          $  13,676      $ (65,381)          $214,279
                                     ===========   =============    =============   =============    ==============


                                                         Forty Weeks Ended July 3, 2004
                                     -----------------------------------------------------------------------------
Statement of Cash Flows                Parent       Guarantor       Non-Guarantor
                                        Only       Subsidiaries     Subsidiaries    Eliminations      Consolidated
                                     ----------   -------------    -------------   --------------    -------------
Net cash provided by (used in)
    operating activities               $  19,147        $  (267)          $ 4,235      $  (1,700)        $   21,415
Net cash provided by (used in)
    investing activities                   8,915          1,234              (147)             -             10,002
Net cash used in financing
    activities                           (28,401)          (662)              (32)             -            (29,095)
Other                                        276              -            (1,509)         1,700                467
Net increase (decrease) in cash
    and cash equivalents                     (63)           305             2,547              -              2,789
Cash and cash equivalents,
    beginning of period                      218            440             3,827              -              4,485
Cash and cash equivalents,
    end of period                            155            745             6,374              -              7,274



                                                        Thirty-nine Weeks Ended June 28, 2003
                                      -----------------------------------------------------------------------------
Statement of Cash Flows                Parent       Guarantor       Non- Guarantor
                                        Only       Subsidiaries     Subsidiaries    Eliminations      Consolidated
                                      ----------   -------------    -------------   --------------    -------------

Net cash provided by (used in)
    operating activities                $(54,033)       $ 1,368           $ 2,394         $    -         $  (50,271)
Net cash used in investing
    activities                            (2,829)          (568)             (233)             -             (3,630)
Net cash provided by (used in)
    financing  activities                 32,885           (758)               (5)             -             32,122
Other                                         94            921             1,335              -              2,350
Net increase (decrease) in cash
    and cash equivalents                 (23,883)           963             3,491              -            (19,429)
Cash and cash equivalents, beginning
    of period                             24,274            167             3,843              -             28,284
Cash and cash equivalents, end
    of period                                391          1,130             7,334              -              8,855


10.  LEGAL PROCEEDINGS

     Two lawsuits  seeking  class action status were filed on September 16, 2003
and  October 2, 2003,  in the U.S.  District  Court for the Middle  District  of
Florida,  Tampa  Division,  on behalf of all persons who  purchased or otherwise
acquired  the  securities  of the Company  during the period from April 17, 2002
through January 20, 2003 (the "Class Period"). The lawsuits name the Company and
certain  current and former officers and directors of the Company as defendants.
The lawsuits  make a number of  allegations  against the  defendants,  including
allegations that during the Class Period,  the defendants  materially misled the
investing  public by  publicly  issuing  false  and  misleading  statements  and
omitting to disclose  material  facts  concerning  the Company's  operations and
performance  and the retail market for its goods.  On December 15, 2003, the two
cases were consolidated whereby one of the cases was administratively closed. On
March 1, 2004, a  consolidated  amended  complaint  was filed adding  additional
current company directors as defendants. The Company is reviewing these lawsuits
with its attorneys and intend to vigorously defend them. Because these cases are
in the early  stages of  litigation,  the Company is unable to form a reasonable
estimate of  potential  loss,  if any,  and have not  established  any  reserves
related to these cases.

     On  October  30,  2003,  a  purported  shareholder  sent to the  Company  a
shareholder  derivative  demand pursuant to Florida  Statute  Section  607.07401
demanding,  among other things,  that the Company institute  litigation  against
current and former officers and directors  Michael Kagan,  Eloy  Vallina-Laguera
and William  Compton.  The demand  contends that the Company  should  attempt to
recover from these officers and directors  their proceeds of certain stock sales
in July  2002.  The  Company is taking  appropriate  action in  response  to the
demand.

     Other than the items noted  above,  the Company is not a party to any other
legal  proceedings  other than various claims and lawsuits arising in the normal
course of business. Management does not believe that any such claims or lawsuits
will have a material adverse effect on its financial condition.


Item 2.  Management's  Discussion  and Analysis of Financial  Condition and
         Results of Operations.

     The  following   discussion  and  analysis  of  the  Company's  results  of
operations is based upon our unaudited consolidated financial statements,  which
have been prepared in accordance with accounting  principles  generally accepted
in the United States. The preparation of financial statements in conformity with
generally  accepted  accounting  principles  requires that we make estimates and
assumptions  that affect the reported amounts of assets,  liabilities,  revenues
and expenses, and related disclosure of contingent assets and liabilities. These
estimates and assumptions are based on historical and other facts believed to be
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.  We have chosen
accounting  policies that we believe are  appropriate  to accurately  and fairly
report  our  operating  results  and  financial  position,  and we  apply  those
accounting  policies in a consistent  manner.  We have  identified  the policies
below as  critical  to our  business  operations  and the  understanding  of our
results of operations.


Critical Accounting Policies

     Inventories - Inventories  are stated at the lower of cost or market.  Cost
is determined using the first-in, first-out method. We evaluate our inventory by
style,  color and size to  determine  excess  or slow  moving  product  based on
projected  sales.  We record  provisions  for markdowns and losses on excess and
slow-moving  inventory to the extent the cost of inventory exceeds estimated net
realizable value. If actual market  conditions or competitive  pressures change,
the level of inventory reserves will change.

     Reserve for Allowances and Doubtful Accounts - Accounts receivable consists
of amounts  due from our  customers  from our  normal  business  activities.  We
maintain a reserve  for  allowances  and  doubtful  accounts,  which is based on
historical  collection and deduction  write-off  experience,  and an estimate of
potential sales returns. Estimates for sales returns include provision for order
shortages, purchase order variances and other customer discrepancies. For fiscal
2002, we did not provide a reserve for credit losses as substantially all of our
receivables were assigned under factoring agreements,  without recourse,  except
for credit losses on the first 0.10% of amounts factored. During fiscal 2003, we
discontinued  factoring of our receivables,  but maintained credit insurance for
those accounts which we deemed necessary.  Effective the first quarter of fiscal
2004, we now maintain credit insurance for all eligible customer accounts.  This
credit insurance includes a deductible of $100,000 per year. We will continue to
assess the  adequacy  of our  reserves  based on  qualitative  and  quantitative
measures.

     Long-Lived  Assets - We estimate  the  depreciable  lives of our  property,
plant and equipment and review them for impairment when events or  circumstances
indicate  that their  carrying  amounts may be impaired.  Most of our  property,
plant and  equipment  is used in our  distribution  processes.  We  periodically
evaluate the carrying  value of assets which are held for sale to determine  if,
based on market  conditions,  the  values of these  assets  should be  adjusted.
Although we believe we have  appropriately  recorded our assets held for sale at
their estimated  realizable  value, net of estimated  disposal costs, the actual
sale of these assets could result in gains or losses which could differ from our
estimated  amounts.  To assess the  recoverability of intangible assets, we make
assumptions regarding estimated future cash flows and other factors to determine
whether  the  carrying  values  are  recoverable  from   operations.   If  these
assumptions or estimates change, we may be required to record impairment charges
to reduce the value of these assets.

     Valuation  Allowances  for Deferred Tax Assets - Valuation  allowances  are
recorded to reduce  deferred tax assets if, based on the weight of the evidence,
it is more likely than not that some or all of the  deferred tax assets will not
be realized.  The evidence  considered  in making that  determination  includes,
offsetting  deferred tax liabilities,  future taxable income, as well as prudent
tax planning strategies.  We have recorded deferred income tax assets related to
state  net   operating   loss   carryforwards,   foreign  net   operating   loss
carryforwards,  foreign tax credit carryforwards and certain other accruals.  We
have recorded valuation allowances to reduce the deferred tax assets relating to
these  operating loss  carryforwards  and accruals based on an evaluation of the
benefits  expected  to be  realized.  If we  determine  that we would be able to
realize more of our net deferred tax assets than we currently  expect,  we would
reduce the valuation allowance, which would have the effect of increasing income
in the period that we make the determination.  Conversely,  if we determine that
we will not be able to realize all or part of our net deferred tax assets in the
future, we will increase the valuation allowance, which would have the effect of
reducing income in the period that we make the determination.

     Contingencies - We accrue for contingent  obligations  when the obligations
are  probable  and the  amount  is  reasonably  estimable.  As facts  concerning
contingencies  become  known,  we reassess our  estimates  and make  appropriate
adjustments  to  the  financial  statements.  Estimates  that  are  particularly
sensitive to future changes include tax, legal and other regulatory matters such
as imports  and  exports,  which are  subject to change as events  evolve and as
additional   information   becomes  available  during  the   administrative  and
litigation process.


Results of Operations

     On April 18, 2002, we announced a plan to consolidate  the  administrative,
cutting and related  functions of our Savane division in El Paso, Texas into our
Tampa,  Florida facility.  This initiative was internally referred to as Project
Synergy.  We completed the physical  consolidation  in the second fiscal quarter
ended  March 29,  2003.  As part of the  consolidation,  we vacated our El Paso,
Texas  administration building and cutting facility.  We experienced delays and
difficulties  in  consolidating  our El Paso,  Texas cutting  functions into our
Tampa,  Florida facilities that resulted in delays in delivering products to our
customers  and lost sales during  fiscal 2003.  During the second half of fiscal
2003, our  inventories  grew,  requiring us to sell higher than normal levels of
excess  inventories at closeout prices,  which reduced our average selling price
and our gross margins. Higher than normal levels of sales returns and allowances
also contributed to reduced gross margins. We continued to sell excess inventory
at discounted  prices during fiscal 2004. Gross margins for the third quarter of
fiscal 2004 were positively impacted by a reduction in sales allowances compared
to the prior year, which occurred due to our shipping difficulties.

     In May 2003, we  transitioned  our  Victorinox(R)apparel  division to Swiss
Army Brands, Inc. In connection with the transition of our  Victorinox(R)apparel
division to Swiss Army  Brands,  Inc.  ("Swiss  Army"),  Swiss Army is currently
disputing  certain  aspects  of the  transition  agreement  and have not paid us
approximately  $4.8 million,  which we believe is due to us under the transition
agreement. On June 3, 2003, we filed a declaratory judgment action against Swiss
Army, seeking judicial interpretation of the agreement. We and Swiss Army agreed
to mediation in an attempt to resolve the issue,  which  resulted in an impasse.
There  can be no  assurance  that all or any part of the  $4.8  million  will be
collected in its entirety.

     In  June  2003,  we sold  our  Duck  Head(R)trademarks  to  Goody's  Family
Clothing,  Inc.  ("Goody's")  for $4.0  million  in  cash.  Under  the  purchase
agreement,  we continued to sell Duck Head(R)branded products through the end of
fiscal  2003.  Goody's  also  assumed  all  licenses  associated  with  the Duck
Head(R)trademarks.  In connection  with the sale, we recorded a net gain of $3.7
million,  which was net of expenses related to the sale and reduction of certain
of the remaining assets, including inventory. In connection with the sale of our
Duck Head(R)trademarks,  all of our Duck Head(R)retail outlet stores were closed
in September  2003.  The cash used in connection  with the closure of the retail
outlet   stores   was   approximately   $0.7   million.   The  Duck   Head(R)and
Victorinox(R)businesses  represented  less than 5% of our total  fiscal 2003 net
sales. We believe that exiting these businesses freed up valuable resources that
are being devoted to our core business.

     During  fiscal 2003,  we completed  the  transition  of the majority of our
Mexico  production to the Dominican  Republic.  We reduced selling,  general and
administrative  expenses by approximately  $12 million during fiscal 2003, which
was  primarily  due to  successful  cost  cutting  measures  resulting  from the
consolidation of our El Paso,  Texas  operations to Tampa,  Florida and to other
discretionary spending reductions.  Significant areas of cost reduction included
salaries, co-op advertising and tradeshow costs.

     During  fiscal  2004,  we set  certain  plans in motion to  further  reduce
overhead. A reduction in personnel from November to January is expected to lower
fiscal 2004  employee-related  costs. In addition,  during the second quarter of
fiscal 2004, we completed the transfer of our Tampa,  Florida cutting operations
to contractors in the Dominican Republic and Honduras.

     In January 2004, we engaged Alvarez & Marsal LLC, a global  turn-around
and restructuring firm with experience in the textile and apparel industries, as
advisors to  management  and our board of directors.  Alvarez  &  Marsal has
assisted us in evaluating our business plan and identifying  cost reductions and
operational improvements.

     The following table sets forth, for the periods  indicated,  selected items
in the Company's consolidated  statements of income expressed as a percentage of
net sales:

                                             Thirteen           Thirteen             Forty           Thirty-nine
                                            Weeks ended       Weeks ended         Weeks ended        Weeks ended
                                              July 3,           June 28,            July 3,           June 28,
                                               2004               2003               2004               2003
                                           --------------    ---------------    ----------------    --------------

Net sales                                       100.0%            100.0%             100.0%              100.0%
Cost of goods sold                               78.8              90.7               79.8                82.9
                                           --------------    ---------------    ----------------    --------------
Gross profit                                     21.2               9.3               20.2                17.1
Selling, general and administrative              22.0              21.3               21.0                20.4
expenses
Other                                               -              (2.4)              (1.1)                2.0
                                           --------------    ---------------    ----------------    --------------
Operating income (loss)                          (0.8)            (14.4)               0.3                (5.3)
Interest expense, net                            (6.9)              3.2                5.1                 2.8
Other, net                                       (0.1)              0.2                  -                (0.2)
                                           --------------    ---------------    ----------------    --------------
Loss before income taxes                         (7.8)            (17.8)              (4.8)               (7.9)
Provision (benefit) for income taxes              0.1             (13.8)               0.2                (3.4)
                                           --------------    ---------------    ----------------    --------------
Net loss                                         (7.7)%           (31.6)%             (5.0)%             (11.3)%
                                           ==============    ===============    ================    ==============



Thirteen weeks ended July 3, 2004 compared to the thirteen weeks ended June 28,
2003

     Net Sales.  Net sales  decreased to $74.8  million for the third quarter of
fiscal 2004 from $96.7 million the comparable  prior year quarter.  The decrease
was  primarily  due to a 26.7%  decrease in units  shipped,  offset in part by a
decrease of approximately 50% in sales returns and allowances.

     Gross  Profit.  Gross profit  increased to $15.8  million,  or 21.2% of net
sales for the third  quarter of fiscal  2004 from $9.0  million,  or 9.3% of net
sales for the  comparable  prior year quarter.  The increase in the gross margin
was partially due to a reduction in sales returns and allowances from last year,
which  were  lower due to the  reduction  of  shipping  difficulties  related to
Project  Synergy.  In addition,  as excess  inventory  was sold, we have reduced
inventory reserves by $3.1 million in the third quarter of fiscal 2004.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  expenses  decreased to $16.4 million,  or 22.0% of net sales for
the third quarter of fiscal 2004, from $20.6 million, or 21.3% of net sales, for
the  comparable  prior year  quarter.  The  decrease in  operating  expenses was
primarily due to cost cutting measures  resulting from the  consolidation of our
El Paso, Texas operations to Tampa, Florida and to other discretionary  spending
reductions.  Significant  areas  of  cost  reduction  included  salaries,  co-op
advertising  and costs related to the Company's lease payments for its corporate
aircraft  which were  terminated  during the first  quarter of fiscal  2004.  As
discussed in Liquidity and Capital Resources, we anticipate incurring additional
advertising to support the Savane(R)brand in fiscal 2004.

    Other charges of $2.4 million in the third quarter of fiscal 2003 was
    comprised of:
o        $2.8 million loss on the sale of one of our corporate aircraft;
o        $2.2 million related to reserves for contract disputes/litigations;
o        $0.8 million related to partial termination costs for our Duck Head(R)
         retail outlet businesses; and
o        $0.2 million for investment banking advisory fees; offset in part by a
o        $3.7 million gain on the sale of the Duck Head(R)trademarks.

     Interest Expense.  Interest expense increased to $3.5 million for the third
quarter of fiscal 2004, from $3.0 million for the comparable prior year quarter,
primarily due to higher rates of interest prior to the New Facility.

     Loss on  Extinguishment  of Debt. In connection  with our New Facility,  we
expensed $1.7 million of capitalized and unamortized debt issue costs related to
our previous Amended Facility and Amended Real Estate loan.

     Income Taxes. We currently have net deferred tax assets primarily comprised
of temporary timing differences of future deductible  expenses and net operating
losses  available  to offset  future  taxable  income in the United  States.  We
provided a valuation  allowance against these assets during fiscal 2003. The use
of these  deferred  tax assets to offset  taxable  profits in future years would
result in a reduction in our effective tax rate in future years.

     Net Loss. As a result of the above factors,  our net loss decreased to $5.8
million for the third  quarter of fiscal 2004  compared with a net loss of $30.6
million in the comparable prior year quarter.

Forty weeks ended July 3, 2004 compared to the thirty-nine weeks ended June 28,
2003

     Net Sales.  Net sales decreased to $246.0 million for the forty weeks ended
July 3, 2004 from  $308.5  million  in the  comparable  prior year  period.  The
decrease was primarily due to a 19.8% decrease in units shipped,  offset in part
by a 65.0%  decrease in sales returns in allowances.  The average  selling price
was  impacted by an  increase in sales of  discounted  excess  inventory,  and a
change in the product mix as the higher average selling priced Savane(R)products
experienced  declines in unit volume.  Due to higher levels of inventory,  which
resulted from  production  difficulties  associated  with Project Synergy during
fiscal 2003, we continued to sell excess  inventory at discounted  prices during
the first half of fiscal 2004. Additionally, the thirty-nine weeks June 28, 2003
contains   approximately   $15.7  million  of  sales  related  to   discontinued
businesses.  We expect fiscal 2004 sales of Savane(R)and  private label products
to be below fiscal 2003 levels.

     Gross  Profit.  Gross profit  decreased to $49.7  million,  or 20.2% of net
sales,  for the forty weeks ended July 3, 2004, from $52.8 million,  or 17.1% of
net sales,  for the  comparable  prior year period.  The  reduction in the gross
margin in dollars was  primarily due to a decrease in units  shipped,  offset in
part,  by  a  reduction  in  sales  returns  and  allowances   from  last  year.
Additionally the Company's higher margin branded sales were a smaller  component
of overall  sales.  In addition,  as excess  inventory was sold, we have reduced
inventory reserves by $7.4 million during fiscal 2004. To the extent that excess
inventory continues to be sold in fiscal 2004, gross margins could impact fiscal
2004 results.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  expenses decreased to $51.7 million,  or 21.0% of net sales, for
the forty weeks ended July 3, 2004,  from $63.2 million,  or 20.5% of net sales,
for the  comparable  prior year period.  The decrease in operating  expenses was
primarily  due  to  successful   cost  cutting   measures   resulting  from  the
consolidation of our El Paso, Texas operations to Tampa,  Florida.  In addition,
there were decreases in  compensation,  advertising  and to other  discretionary
spending.

   Other income in the forty weeks ended July 3, 2004 was comprised of:
o        $3.5  million  gain  on   the  sale   of   the  Company's   unoccupied
         administration building; offset in part by
o        $0.7 million of costs related to the phase o ut of the Tampa,  Florida
         cutting operations which consists primarily of asset
         write-downs and losses on the sale of machinery and equipment.

    Other charges in the thirty-nine weeks ended June 28, 2003 was comprised of:
o        $5.3  million  charge  related  to  a  separation  agreement  with the
         Company's former chief executive officer;
o        $2.8 million loss on the sale of one of our corporate aircraft;
o        $2.2 million related to reserves for contract disputes/litigations;
o        $0.8 million related to partial termination costs for our Duck Head(R)
         retail outlet businesses; and
o        $0.2 million for investment banking advisory fees; offset in part by a
o        $3.7 million gain on the sale of our Duck Head(R)trademarks; and
o        $1.5 million reduction of estimated costs related to the consolidation
         and reorganization of the Company's Savane(R) division.

     Interest Expense. Interest expense increased to $10.8 million for the forty
weeks  ended July 3,  2004,  from $8.7  million  for the  comparable  prior year
period, primarily due to higher rates of interest prior to the New Facility.

     Loss on  Extinguishment  of Debt. In connection  with our New Facility,  we
expensed $1.7 million of capitalized and unamortized debt issue costs related to
our previous Amended Facility and Amended Real Estate loan.

     Income Taxes. We currently have net deferred tax assets primarily comprised
of temporary timing differences of future deductible  expenses and net operating
losses  available  to offset  future  taxable  income in the United  States.  We
provided a valuation  allowance against these assets during fiscal 2003. The use
of these  deferred  tax assets to offset  taxable  profits in future years would
result in a reduction in our effective tax rate in future years.

     Net Loss. As a result of the above factors, our net loss decreased to $12.2
million  for the forty  weeks  ended July 3, 2004,  compared  with a net loss of
$34.9 million for the thirty-nine weeks ended June 28, 2003.

Liquidity and Capital Resources

     On June 6, 2003, we renewed our revolving credit line (the "Facility"). The
Facility  provided for  borrowings  of up to $95.0  million,  subject to certain
borrowing base limitations. Borrowings under the Facility bear variable rates of
interest  based  on  LIBOR  plus an  applicable  margin,  and  were  secured  by
substantially  all of our domestic assets.  The Facility was scheduled to mature
in June  2006.  The  Facility  contained  significant  financial  and  operating
covenants  if  availability  under the Facility  fell below $20  million.  These
covenants  included a  consolidated  fixed  charge  ratio of at least .90x and a
ratio of consolidated funded debt to consolidated EBITDA of not more than 5.25x.
The  Facility  also  included  prohibitions  on our  ability  to  incur  certain
additional indebtedness or to pay dividends,  and restrictions on its ability to
make capital expenditures.

     On December  15, 2003,  we paid the  semi-annual  interest  payment of $5.5
million to the holders of our senior  subordinated  notes. On December 16, 2003,
availability  under the Facility  fell below $20 million,  triggering  financial
covenants,  which were violated. This caused us to be in technical default under
the  Facility.  On January 12,  2004,  we amended  the  Facility  (the  "Amended
Facility")  with Fleet  Capital,  which among  other  things  reduced  aggregate
borrowings to $70 million.  The default under the Facility was waived on January
12,  2004 by the  terms  of the  Amended  Facility.  Additionally,  the  Amended
Facility contained a $10 million  availability  reserve base and higher rates of
interest than the Facility.  The Amended Facility  contained  monthly  financial
covenants of minimum EBITDA levels, which began February 2004 and a consolidated
fixed charge  coverage  ratio and  consolidated  EBIT to  consolidated  interest
expense  ratio which were to begin March 2005.  The fiscal 2004  minimum  EBITDA
levels were cumulative month amounts which began in the second quarter of fiscal
2004. We were in  compliance  with the EBITDA  covenants  during the term of the
Amended Facility.

     The cross  default  provision on our Real Estate Loan was  triggered by the
default on the Facility.  This default was waived on January 12, 2004 concurrent
with the Amended Facility. On January 12, 2004, the Real Estate Loan was amended
(the  "Amended  Real Estate  Loan") to  increase  the loan by $2.0  million,  to
increase the interest rate, and to increase the quarterly interest payments from
$200,000 to $250,000 per quarter.

     On June 17, 2004,  we entered into a new Loan and Security  Agreement  (the
"New  Facility")  with  The CIT  Group  ("CIT")  as  Agent,  and  Fleet  Capital
continuing to participate as a syndicated  lender. The New Facility provides for
borrowings of up to $60 million,  and matures October 31, 2006. The New Facility
provides for increased borrowing availability and reduced rates of interest. The
amount that can be borrowed at any given time is based upon a formula that takes
into account,  among other things,  eligible accounts  receivable and inventory,
which can result in borrowing  availability  of less than the full amount of the
New Facility.  The New Facility also contains a $6 million  availability reserve
base. We are only subject to financial  covenants when availability is below 20%
of the New Facility.  If availability falls below 20%, we have ten business days
to bring availability back up above the 20% threshold.  If availability does not
increase  above the 20%  threshold  within  ten  business  days,  the  financial
covenants  include a quarterly  minimum  EBITDA level  beginning  with the third
quarter of fiscal 2004, and a quarterly  fixed charge  coverage ratio  beginning
with  the  second  quarter  of  fiscal  2005.  The New  Facility  also  includes
prohibitions on our ability to incur certain  additional  indebtedness or to pay
dividends, and restrictions on its ability to make capital expenditures.

     The outstanding balance on our Amended Real Estate Loan of $5.7 million was
assumed by CIT and is a fixed asset portion of the New Facility. The fixed asset
portion of the New Facility  will be reduced by $400,000  beginning on September
1, 2004 and on the first day of each third month thereafter.

     The New  Facility  contains  both a  subjective  acceleration  clause and a
requirement  to  maintain  a  lock-box  arrangement,  whereby  remittances  from
customers reduce borrowings  outstanding  under the New Facility.  In accordance
with  Emerging  Issues  Task  Force  95-22,  "Balance  Sheet  Classification  of
Borrowings  Outstanding  under Revolving  Credit  Agreements That Include Both a
Subjective   Acceleration  Clause  and  a  Lock-Box  Arrangement",   outstanding
borrowings  under the New Facility are  classified  as  short-term.  Outstanding
borrowings   under  our  previous  Amended  Facility  were  also  classified  as
short-term.

     Borrowings  under the New Facility bear variable rates of interest based on
LIBOR plus an applicable margin (4.3% at July 3, 2004). The outstanding  balance
on the New Facility was $7.7 million at July 3, 2004 and  availability was $24.8
million.

     While we believe our operating  plans, if met, will be sufficient to assure
compliance  with the terms of the New Facility,  there can be no assurances that
we will be in compliance through fiscal 2004.

     In addition to the financial  covenants  discussed  above, our New Facility
also contains customary events of default,  including nonpayment of principal or
interest, violation of covenants,  inaccuracy of representations and warranties,
cross-defaults or other  indebtedness,  bankruptcy and other insolvency  events,
material judgments, certain ERISA events, a material adverse change, and certain
changes of control at our company.  The  occurrence  of an event of default or a
material  adverse  effect on our company could result in our inability to obtain
further  borrowings  under  our  New  Facility  and  could  also  result  in the
acceleration of our obligations under any or all of our credit agreements,  each
of which could materially and adversely affect our business.

     Our  estimate  of  capital  needs  is  subject  to a number  of  risks  and
uncertainties  that could result in additional  capital needs that have not been
anticipated.  An important source of capital is our ability to generate positive
cash flow from  operations.  This is  dependent  upon our  ability  to  increase
revenues,  to generate  adequate gross profit from those sales, to reduce excess
inventories  and to control  costs and  expenses.  Another  important  source of
capital is our ability to borrow under the New  Facility.  We have  historically
violated certain  covenants in our borrowing  agreements,  and to this point, we
have been able to obtain waivers from our lenders  allowing us continued  access
to this source of capital.  However,  there can be no assurances that we will be
able to obtain waivers from our lenders should a violation  occur in the future.
If our actual revenues are less than we expect or operating or capital costs are
more than we expect,  our  financial  condition  and liquidity may be materially
adversely  affected.  We may need to raise additional capital either through the
issuance of debt or equity securities or additional credit facilities, and there
can be no  assurances  that we would be able to access  the  credit  or  capital
markets for additional capital.

     During fiscal 2003, we completed construction of an administration building
in Tampa, Florida. On March 29, 2004 we sold this building for net cash proceeds
of approximately  $9.2 million.  Approximately $3.7 million was used to pay down
borrowings  under our Amended Real Estate Loan, and  approximately  $5.5 million
was used to pay down borrowings under our Amended Facility.

     As a result of our  decision  to  terminate  the  leases  on our  corporate
aircraft, we paid approximately $4.1 million of cash during the first quarter of
fiscal 2004. In connection with the severance of certain  executive  management,
we paid  approximately  $5.1 million of cash during the first  quarter of fiscal
2004. In connection  with the  termination  for the lease on our El Paso,  Texas
administration  building,  we paid approximately $2.2 million of cash during the
first  quarter of fiscal  2004.  We received  approximately  $1.1 million in the
first  quarter  of  fiscal  2004  from the sale of a parcel  of land in El Paso,
Texas.  Each of these  transactions  were accrued in fiscal 2003,  therefore the
Company did not record  income  (expense)  related to these items during  fiscal
2004.

     In June  2004,  we  announced  our  plans to  market  for sale our  cutting
facility  located in Tampa,  Florida.  Proceeds from the sale of this  building,
when sold,  will be used to pay down  borrowings  under the New Facility.  These
assets have been classified as Assets held for sale on the consolidated  balance
sheet.

     We anticipate using  approximately  $1.0 million of cash during fiscal 2004
for  advertising  programs to support our  Savane(R)brand.  These  programs will
include  local or  national  advertising  campaigns,  point of sale  items,  new
labeling  and  packaging   designs,   and  the  use  of  in  store   merchandise
coordinators.  We believe  the use of these funds are  necessary  to support and
promote sales of our Savane(R)brand.

     Capital  expenditures  totaled  approximately  $704,000 for the forty weeks
ended July 3, 2004 and are expected to  approximate  $1.0 million for the entire
fiscal year.  The  expenditures  expected  for the  remainder of the fiscal year
primarily  relate to the upgrade or replacement  of various other  equipment and
computer systems including hardware and software.

     During the forty weeks ended July 3, 2004,  we generated  $21.4  million of
cash  from our  operations.  This was  primarily  the  result of a  decrease  in
inventory of $29.2 million, a decrease in accounts  receivable of $18.6 million,
and a decrease in prepaid  expenses and other  current  assets of $2.2  million,
offset in part by a decrease in accounts  payable and accrued  expenses of $19.8
million, and a net loss of $12.2 million.


Seasonality

     Historically,  our business has been seasonal, with higher sales and income
in the second and third fiscal quarters.  In addition,  certain of our products,
such as shorts and corduroy pants,  tend to be seasonal in nature.  In the event
such products  represent a greater  percentage  of our sales in the future,  the
seasonality of our sales may be increased.

Factors Affecting the Company's Business and Prospects

     This report contains forward-looking  statements subject to the safe harbor
created by the  Private  Securities  Litigation  Reform Act of 1995.  Management
cautions that these  statements  represent  projections  and estimates of future
performance  and involve  certain risks and  uncertainties.  Our actual  results
could  differ  materially  from  those  anticipated  in  these   forward-looking
statements  as a  result  of  certain  factors  including,  without  limitation,
potential  negative  effects from the continued sell off of excess  inventory at
discounted  prices;   potential  negative  effects  resulting  from  fluctuating
inventory  levels;  difficulties in achieving  operating  efficiencies;  loss of
programs or customers as a result of product  delivery  problems;  disruption in
the business  associated with changes in management;  potential negative effects
from the termination of the Victorinox(R)license agreement and the transition of
this business to Swiss Army Brands, Inc.; restrictions and limitations placed on
us by our  debt  instruments;  inability  to  meet  operating  plans  to  assure
compliance  with  loan  agreement   covenants;   inability  to  achieve  greater
availability or reduced  interest costs under the new loan agreement;  inability
to achieve  minimum  availability  levels;  potential  negative  effects of loan
agreement covenant violations,  should any occur;  potential negative effects of
transitioning  our  cutting  operations  from  Tampa,  Florida to the  Dominican
Republic and Honduras;  potential  negative effects from reducing  personnel and
not realizing the estimated cost savings;  expectations and beliefs with respect
to the brand strategy, research,  repositioning and creative development for the
Savane(R)  brand  that may not be  achieved;  potential  negative  effects  from
terminating  certain executive officers and entering into separation  agreements
with them; expectations and beliefs with respect to the turn around efforts that
may not be  achieved;  potential  negative  effects  of  possible  class  action
lawsuits; potential negative effects of possible shareholder derivative demands;
general economic conditions, including but not necessarily limited to, recession
or other  cyclical  effects  impacting  our  customers  in the United  States or
abroad;  changes in interest rates or currency exchange rates; potential changes
in demand in the retail market; reduction in the level of the consumer spending;
customer or consumer  rejection or non acceptance of major product  initiatives;
the availability and price of raw materials and global  manufacturing  costs and
restrictions;  increases in costs; the continued  acceptance of our existing and
new  products  by our  major  customers;  the  financial  strength  of our major
customers;  our  inability to continue to use certain  licensed  trademarks  and
tradenames,   including  Bill  Blass(R)and  Van  Heusen(R);   continued  pricing
pressures on our product line; business  disruptions and costs arising from acts
of  terrorism  or other  military  activities  around the globe;  and other risk
factors listed from time to time in our SEC reports,  filings and announcements,
including our Annual Report on Form 10-K. In addition,  the estimated  financial
results  for any period do not  necessarily  indicate  the  results  that may be
expected for any future period, and we undertake no obligation to update them.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

     Our market risk is primarily  limited to  fluctuations in interest rates as
it pertains to our  borrowings  under the Amended  Facility and the Amended Real
Estate Loan.  There have been no material changes to the Item 7A disclosure made
in our Annual Report on Form 10-K for the fiscal year ended September 27, 2003.

Item 4.  Controls and Procedures

     We  carried  out  an  evaluation   under  the   supervision  and  with  the
participation  of our management  including the Chief Executive  Officer and the
Chief Financial  Officer,  of the  effectiveness of our disclosure  controls and
procedures as of the end of the period covered by this Quarterly  Report.  Based
on this  evaluation,  our Chief Executive  Officer and Chief  Financial  Officer
concluded  that  our  disclosure  controls  and  procedures  are  effective  for
recording, processing, summarizing and reporting the information we are required
to disclose in the reports we file under the  Securities  Exchange  Act of 1934,
within the time periods specified in the SEC's rules, regulations and forms. Our
management  necessarily applied its judgment in assessing the costs and benefits
of such  controls  and  procedures,  which  by their  nature  can  provide  only
reasonable assurance regarding management's control objectives.

     There has been no change in our internal  control over financial  reporting
during our last quarter,  identified in connection with the evaluation  referred
to above,  that has materially  affected,  or is reasonably likely to materially
affect, our internal control over financial reporting.


PART II  OTHER INFORMATION

Item 1.  Legal Proceedings

     Two lawsuits  seeking  class action status were filed on September 16, 2003
and  October 2, 2003,  in the U.S.  District  Court for the Middle  District  of
Florida,  Tampa  Division,  on behalf of all persons who  purchased or otherwise
acquired  the  securities  of our company  during the period from April 17, 2002
through January 20, 2003 (the "Class Period"). The lawsuits name our company and
certain  current and former officers and directors of our company as defendants.
The lawsuits  make a number of  allegations  against the  defendants,  including
allegations that during the Class Period,  the defendants  materially misled the
investing  public by  publicly  issuing  false  and  misleading  statements  and
omitting to disclose  material  facts  concerning  our company's  operations and
performance  and the retail market for its goods.  On December 15, 2003, the two
cases were consolidated whereby one of the cases was administratively closed. On
March 1, 2004, a  consolidated  amended  complaint  was filed adding  additional
current  company  directors as defendants.  We are reviewing these lawsuits with
our attorneys and intend to vigorously  defend them.  Because these cases are in
the early stages of litigation,  we are unable to form a reasonable  estimate of
potential loss, if any, and have not  established any reserves  related to these
cases.

     On  October  30,  2003,  a  purported  shareholder  sent  us a  shareholder
derivative demand pursuant to Florida Statute Section 607.07401 demanding, among
other things,  that we institute  litigation against current and former officers
and directors  Michael Kagan,  Eloy  Vallina-Laguera  and William  Compton.  The
demand  contends  that we should  attempt to recover  from  these  officers  and
directors  their  proceeds of certain  stock  sales in July 2002.  We are taking
appropriate action in response to the demand.

     Other than the items  noted  above,  we are not a party to any other  legal
proceedings  other than various claims and lawsuits arising in the normal course
of business.  Our  management  does not believe that any such claims or lawsuits
will have a material adverse effect on our financial condition.



Item 2.  Changes in Securities

Not Applicable

Item 3.  Defaults upon Senior Securities

Not Applicable

Item 4.  Submission of Matters to a Vote of Security Holders

Not Applicable

Item 5.  Other Information

Not Applicable

Item 6.  Exhibits and Reports on Form 8-K

         (a)    The  Exhibits  to  this  report  on Form 10-Q are listed on  the
                Exhibit Index, which immediately   follows  the  signature  page
                hereto.

(b)      Reports on Form 8-K

                On April 27, 2004,  we filed a Form 8-K which  contained a press
                release  announcing  our second  quarter  fiscal 2004 results.

                On April 27, 2004, we filed a Form 8-K  which  contained a press
                release  announcing  the  appointment  of  Dennis Kraus as  Vice
                President of Sales.

                On June 22,  2004,  we filed a Form 8-K which contained a  press
                release  announcing   the  signing  of a new Loan and   Security
                Agreement with The CIT Group.








                                 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.


                                       TROPICAL SPORTSWEAR INT'L CORPORATION
                                       (Registrant)


                                       /s/ Robin Cohan
                                       Robin Cohan
                                       Executive Vice President,
                                       Chief Financial Officer, and Treasurer
                                       (in the dual capacity of duly authorized
                                       officer and principal accounting officer)

August 11, 2004



Index to Exhibits

Exhibit
Number                                 Description

   *3.1           Amended  and  Restated  Articles  of Incorporation of Tropical
                  Sportswear Int'l Corporation (filed as Exhibit 3.1 to Tropical
                  Sportswear Int'l Corporation's Form 10-Q filed May 14, 2002).
    3.2           Third  Amended  and  Restated  By-Laws  of Tropical Sportswear
                  Int'l Corporation (filed herewith).
   *4.1           Specimen  Certificate  for   the  Common  Stock   of  Tropical
                  Sportswear  Int'l   Corporation  (filed  as   Exhibit  4.1  to
                  Amendment  No. 1  to  Tropical  Sportswear Int'l Corporation's
                  Registration Statement on Form S-1 filed October 2, 1997).
   *4.2           Shareholders'  Agreement dated  as of September 29, 1997 among
                  Tropical  Sportswear  Int'l  Corporation,  William  W. Compton
                  the Compton  Family Limited  Partnership,  Michael Kagan,  the
                  Kagan Family Limited Partnership, Shakale Internacional,  S.A.
                  and Accel,  S.A. de C.V. (filed as  Exhibit  4.2  to Amendment
                  No. 1 to Tropical  Sportswear Int'l Corporation's Registration
                  Statement on Form S-1 filed October 2, 1997).
   *4.3           Indenture dated as of June 24, 1998 among Tropical  Sportswear
                  Int'l  Corporation,  the Subsidiary  Guarantors named therein,
                  and SunTrust Bank,  Atlanta,  as trustee (filed as Exhibit 4.4
                  to  Tropical  Sportswear   Int'l  Corporation's   Registration
                  Statement on Form S-4 filed August 20, 1998).
   *4.4           Shareholder   Protection   Rights   Agreement,   dated   as of
                  November  13,  1998,   between   Tropical   Sportswear   Int'l
                  Corporation and Firstar Bank Milwaukee, N.A.  (which  includes
                  as Exhibit B thereto the Form of Right  Certificate) (filed as
                  Exhibit  99.1  of  Tropical  Sportswear  Int'l   Corporation's
                  current  report on Form 8-K dated  November 13, 1998).
   *4.5           Supplemental Indenture No.1 dated as of August 23, 2000  among
                  Tropical   Sportswear  Int'l  Corporation,  each  of  the  New
                  Subsidiary  Guarantors  named  therein,  and  SunTrust   Bank,
                  Atlanta,  as  trustee   (filed  as  Exhibit  4.5  to  Tropical
                  Sportswear  Int'l  Corporation's  Annual  Report  on Form 10-K
                  filed December 19, 2000).
   *10.1          Amended and Restated Loan and  Security  Agreement  with Fleet
                  Capital  Corporation dated June 6, 2003 (filed as Exhibit 10.1
                  of  Tropical  Sportswear  Int'l  Corporation's Form 10-Q filed
                  August 8, 2003).
   *10.2          Amendment  No. 1  to  Amended  and  Restated Loan and Security
                  Agreement with Fleet Capital  Corporation  dated  September 9,
                  2003 (filed as  Exhibit 10.38  of  Tropical  Sportswear  Int'l
                  Corporation's Form 10-K filed January 13, 2004).
   *10.3          Amended and Restated  Loan  and Security  Agreement with Fleet
                  Capital  Corporation  dated   September  9,  2003   (filed  as
                  Exhibit 10.39 of  Tropical Sportswear Int'l Corporation's Form
                  10-K filed January 13, 2004).
   *10.4          Second Amended and  Restated  Loan and Security Agreement with
                  Fleet Capital  Corporation  dated  January 12, 2004  (filed as
                  Exhibit 10.40 of Tropical Sportswear Int'l Corporation's  Form
                  10-K filed January 13, 2004).
   *10.5          First  Amendment  to  Amended  and  Restated Loan and Security
                  Agreement with Fleet Capital  Corporation  dated  January  12,
                  2004  (filed as Exhibit 10.41  of  Tropical  Sportswear  Int'l
                  Corporation's  Form 10-K  filed  January 13, 2004).
   *10.6          Loan and Security  Agreement  with  The  CIT  Group/Commercial
                  Services,  Inc.  dated June 17, 2004 (filed as Exhibit 99.5 of
                  Tropical Sportswear Int'l  Corporation's  Form  8-K filed June
                  22, 2004).
    10.7          Employment  Agreement effective July 18, 2003  between  Steven
                  S. Barr  and  Tropical  Sportswear  Int'l  Corporation  (filed
                  herewith).
    10.8          Employment  Agreement  effective  April 13, 2002 between Frank
                  Keeney  and  Tropical  Sportswear  Int'l  Corporation   (filed
                  herewith).
    31.1          Certification  of  Chief   Executive   Officer   pursuant   to
                  Securities  Exchange Act  Rules  13a-15(e)  and  15d-15(e)  as
                  adopted pursuant to section  302  of the Sarbanes-Oxley act of
                  2002.
    31.2          Certification   of   Chief   Financial   Officer   pursuant to
                  Securities  Exchange Act  Rules  13a-15(e)  and  15d-15(e)  as
                  adopted pursuant to section  302  of the Sarbanes-Oxley act of
                  2002.
    32.1          Certification of Chief Executive Officer pursuant to 18 U.S.C.
                  Section  1350,  as  adopted  pursuant  to  section  906 of the
                  Sarbanes-Oxley act of 2002.
    32.2          Certification of Chief Financial Officer pursuant to 18 U.S.C.
                  Section  1350,  as  adopted  pursuant  to  section  906 of the
                  Sarbanes-Oxley act of 2002.

*  Incorporated by reference.`