`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              April 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 May 7, 2004 there were 11,056,717 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                                                            13

Item 3     Quantitative and Qualitative Disclosures about Market Risk                       20

Item 4     Controls and Procedures                                                          20


PART II    Other Information

Item 1     Legal Proceedings                                                                20

Item 2     Changes in Securities                                                            21

Item 3     Defaults upon Senior Securities                                                  21

Item 4     Submission of Matters to a Vote of Security Holders                              21

Item 5     Other Information                                                                21

Item 6     Exhibits and Reports on Form 8-K                                                 21





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              Twenty-seven       Twenty-six
                                           Weeks Ended         Weeks Ended            Weeks Ended        Weeks Ended
                                            April 3,            March 29,               April 3,          March 29,
                                              2004                2003                    2004              2003
                                        ------------------ --------------------    ------------------ -----------------

Net sales                                      $93,823            $ 112,725             $ 171,150         $ 211,766
Cost of goods sold                              71,374               89,696               137,290           167,943
                                        ------------------ --------------------    ------------------ -----------------
Gross profit                                    22,449               23,029                33,860            43,823
Selling, general and
administrative
   expenses                                     17,342               20,273                35,255            42,577
Other charges                                   (2,782)                   -                (2,782)            3,752
                                        ------------------ --------------------    ------------------ -----------------
Operating income (loss)                          7,889                2,756                 1,387           (2,506)
Other (income) expense:
   Interest expense, net                         3,908                2,808                 7,346             5,697
   Other, net                                     (282)              (1,003)                  (55)           (1,094)
                                        ------------------ --------------------    ------------------ -----------------
                                                 3,626                1,805                 7,291             4,603

Income (loss) before income taxes                4,263                  951               (5,904)           (7,109)
Provision (benefit) for income taxes               294                  313                  558            (2,729)
                                        ------------------ --------------------    ------------------ -----------------
Net income (loss)                                3,969                  638               (6,462)           (4,380)
Foreign currency translations and
    other                                         (307)                 165                1,060               387
                                        ------------------ --------------------    ------------------ -----------------
Comprehensive income (loss)                    $ 3,662                $ 803             $ (5,402)        $ ( 3,993)
                                        ================== ====================    ================== =================

Net income (loss) per common share:
    Basic                                        $0.36                $0.06               $(0.58)           $(0.40)
                                        ================== ====================    ================== =================
    Diluted                                      $0.36                $0.06               $(0.58)           $(0.40)
                                        ================== ====================    ================== =================

                                              See accompanying notes.



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

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

          Current Assets:
             Cash and cash equivalents                                          $   5,957             $  4,485
             Accounts receivable, net                                              65,470               64,355
             Inventories, net                                                      51,701               73,293
             Prepaid expenses and other current assets                             11,639               11,001
             Assets held for sale                                                       -                6,597
                                                                            -----------------   ------------------
                         Total current assets                                     134,767              159,731

          Property and equipment, net                                              31,881               34,902
          Trademarks, net                                                          12,914               12,936
          Other assets                                                              6,377                6,710
                                                                            -----------------   ------------------
                         Total assets                                           $ 185,939            $ 214,279
                                                                            =================   ==================

                    LIABILITIES AND SHAREHOLDERS' EQUITY

          Current Liabilities:
             Accounts payable and accrued expenses                              $  31,161            $  48,522
             Revolving credit line                                                 23,256               25,685
             Current portion of long-term debt and capital leases                   1,802                1,964
                                                                            -----------------   ------------------
                         Total current liabilities                                 56,219               76,171


          Long-term debt and capital leases                                       105,038              107,772
          Other non-current liabilities                                             7,333                7,585
                                                                            -----------------   ------------------
                   Total liabilities                                              168,590              191,528

          Shareholders' Equity:
             Preferred stock                                                            -                    -
             Common stock                                                             111                  111
             Additional paid in capital                                            88,575               88,575
             Retained earnings (deficit)                                          (65,079)             (58,617)
             Accumulated other comprehensive loss                                  (6,258)              (7,318)
                                                                            -----------------   ------------------
                         Total shareholders' equity                                17,349               22,751
                                                                            -----------------   ------------------

                         Total liabilities and shareholders' equity             $ 185,939            $ 214,279
                                                                            =================   ==================
                                              See accompanying notes.




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


                                                                        Twenty-seven            Twenty-six
                                                                        Weeks Ended            Weeks Ended
                                                                          April 3,              March 29,
                                                                            2004                  2003
                                                                     -------------------    ------------------
OPERATING ACTIVITIES
Net loss                                                                 $  (6,462)             $  (4,380)
Adjustments to reconcile net loss to net cash
         provided by (used in) operating activities:
    Depreciation and amortization                                            2,965                  3,338
    Deferred income taxes and other                                            (30)                  (801)
    Gain on sale of building                                                (3,504)                     -

Changes in operating assets and liabilities:
    Accounts receivable                                                     (1,115)                (8,987)
    Inventories                                                             21,592                (23,519)
      Prepaid expenses and other current assets                             11,543                 (2,251)
      Accounts payable and accrued expenses                                (17,325)                (6,121)
                                                                        ------------------    -----------------
    Net cash provided by (used in) operating activities                      7,664                (42,721)
                                                                        ------------------    -----------------


INVESTING ACTIVITIES
Capital expenditures
                                                                              (555)               (11,559)
Sale of marketable securities                                                    -                 11,100
Proceeds from sale of property and equipment                                   428                    172
                                                                        ------------------    -----------------
    Net cash used in investing activities                                     (127)                  (287)
                                                                        ------------------    -----------------


Financing activities:
Net changes in other debt and capital leases
                                                                            (4,518)                  (629)
Proceeds from revolving credit line borrowings                             152,806                 55,353
Payments of revolving credit line borrowings                              (155,235)               (34,323)
                                                                        ------------------    -----------------
      Net cash (used in) provided by financing activities                   (6,947)                20,401
                                                                        ------------------    -----------------

Change in currency translation                                                 882                    199

Net  increase (decrease) in cash and cash equivalents
                                                                             1,472                (22,408)
Cash and cash equivalents at beginning of period                             4,485                 28,284
                                                                        ------------------    -----------------
Cash and cash equivalents at end of period                                 $ 5,957              $   5,876
                                                                        ==================    =================

                                              See accompanying notes.


                                       TROPICAL SPORTSWEAR INT'L CORPORATION
                               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                    (UNAUDITED)
                                      Twenty-seven weeks ended April 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  twenty-seven  weeks ended April 3, 2004 are not  necessarily  indicative  of
results that may be expected for the entire fiscal year ending October 2, 2004.


2.   INVENTORIES

Inventories consist of the following:

                                                                    April 3,            September 27,
                                                                      2004                   2003
                                                              -------------------    -------------------

        Raw materials                                               $  6,586               $   6,939
        Work in process                                                6,794                   6,947
        Finished goods                                                46,098                  71,479
        Reserve for excess and slow moving inventory                  (7,777)                (12,072)
                                                              -------------------    -------------------
                                                                    $ 51,701               $  73,293
                                                              ===================    ===================



3.   DEBT AND CAPITAL LEASES

Debt and capital leases consist of the following:

                                                                    April 3,            September 27,
                                                                      2004                   2003
                                                              -------------------    -------------------

        Revolving credit line                                       $ 23,256               $  25,685
        Real estate loan                                               5,690                   8,000
        Senior subordinated notes                                    100,000                 100,000
        Other                                                          1,150                   1,736
                                                              -------------------    -------------------
                                                                     130,096                 135,421
        Less current maturities                                      (25,058)                (27,649)
                                                              -------------------    -------------------
        Long-term debt                                              $105,038               $ 107,772
                                                              ===================    ===================


On June 6, 2003,  the Company  renewed its  revolving  credit line (the  "Facility").  The  Facility  provides  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 (5.6% at April 3, 2004),  and are secured
by substantially  all of the Company's  domestic assets.  The Facility matures in June 2006. The Facility  contains
significant  financial and operating  covenants if availability  under the Facility falls below $20 million.  These
covenants  include 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 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 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 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 revolving credit line of $23.3 million have been classified as short-term as of April 3, 2004.


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.  Although the Amended  Facility  provides for
borrowings  of up to $70  million,  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.  Additionally,  the  Amended  Facility  also  contains  a $10  million
availability  reserve base and higher rates of interest than the  Facility.  The $10 million  availability  reserve
base was met as of April 3, 2004 and  through  the date of this  filing.  The  Amended  Facility  contains  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  begin  March 2005.  The fiscal 2004
minimum  EBITDA levels are  cumulative  month amounts  beginning in the second  quarter of fiscal 2004. The minimum
EBITDA  threshold  for fiscal 2004 ranges from $1.8  million for the two months  ending  February 29, 2004 to $11.8
million for the nine months ending October 2, 2004. The Company was in compliance  with the EBITDA  covenants as of
April 3, 2004,  and had $13.2  million  available  for  borrowing  under the  Amended  Facility.  While the Company
believes its  operating  plans,  if met,  will be  sufficient  to assure  compliance  with the terms of the Amended
Facility, there can be no assurances that the Company will be in compliance through fiscal 2004.

Borrowings  under the Company's  Real Estate Loan bear variable  rates of interest based on LIBOR plus an applicable
margin (5.9% at April 3, 2004).  The Real Estate Loan  requires  quarterly  principal  payments of  $200,000,  which
commenced  October 1, 2003, and monthly interest  payments.  As of April 3, 2004, the Real Estate Loan had a balance
of $5.7  million.  The  cross  default  provision  on the 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 require  additional  quarterly  principal  payments of $50,000,  which commence
April 1, 2004.  The $2.0 million of additional borrowings was used to pay down borrowings under the Facility.



4.  NET INCOME (LOSS) PER SHARE

Basic and diluted net loss per share are computed as follows:
                                             Thirteen          Thirteen          Twenty-seven        Twenty-six
                                           Weeks Ended        Weeks Ended        Weeks Ended         Weeks Ended
                                             April 3,          March 29,           April 3,           March 29,
                                               2004              2003                2004               2003
                                          ---------------    --------------     ---------------     --------------
Numerator for basic net income (loss)
per  share:
     Net income (loss)                            $3,969              $638           $(6,462)           $(4,380)

Denominator for basic net income (loss)
per share:
     Weighted average shares of common
     stock outstanding                            11,055            11,040            11,055             11,040

Effect of dilutive stock options using
the
     treasury stock method                             5                28                 -                  -
                                          ---------------    --------------     ---------------     --------------

Denominator for diluted net income
(loss) per share                                  11,060            11,068            11,055             11,040
                                          ===============    ==============     ===============     ==============

Net income (loss) per common share:
     Basic                                         $0.36             $0.06            $(0.58)            $(0.40)
                                          ===============    ==============     ===============     ==============
     Diluted                                       $0.36             $0.06            $(0.58)            $(0.40)
                                          ===============    ==============     ===============     ==============



5.  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 April
3, 2004, the Company has  approximately  $649,000  remaining of the accrual,  related to lease  termination  costs.
The activity in the exit accruals  related to Project  Synergy  during the  twenty-seven  weeks ended April 3, 2004
were as follows:


                                       Twenty-seven                  Twenty-six
                                       Weeks Ended                   Weeks Ended
                                      April 3, 2004                 March 29, 2003
                                 -----------------------       -----------------------

Beginning balance                       $ 2,739                           $  4,295
Reductions                                    -                             (1,550)
Cash payments                            (2,090)                              (783)
                                 -----------------------       -----------------------
Ending balance                          $   649                           $  1,962
                                 =======================       =======================





The Company has remaining accrued  liabilities  related to the 1998 acquisition of Savane  International  Corp. The
exit costs  consist of lease  termination  costs.  The activity in the exit  accruals  related to this  acquisition
during the twenty-seven weeks ended April 3, 2004 were as follows:


                                       Twenty-seven               Twenty-six
                                        Weeks Ended               Weeks Ended
                                     April 3, 2004               March 29, 2003
                                 -----------------------     ------------------------

Beginning balance                        $ 437                       $ 2,216
Cash payments                             (391)                       (1,107)
                                 -----------------------     ------------------------
Ending balance                            $ 46                       $ 1,109
                                 =======================     ========================


6.  STOCK OPTION PLAN 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 income (net) loss per share information):


                                          Thirteen          Thirteen           Twenty-seven      Twenty-six
                                        Weeks Ended        Weeks Ended         Weeks Ended      Weeks Ended
                                          April 3,          March 29,            April 3,        March 29,
                                            2004               2003                2004             2003
                                       ---------------    --------------     ---------------    -------------

Net income (loss)                            $3,969              $638             $(6,462)          $(4,380)
Pro forma compensation expense, net
  of tax                                       (315)             (148)               (641)           (1,417)
                                       ---------------    --------------     ---------------    --------------
Pro forma net income (loss)                 $ 3,654              $490             $(7,103)          $(5,797)
                                       ===============    ==============     ===============    ==============

Net income (loss) per share-basic             $0.36            $ 0.06              $(0.58)           $(0.40)
Net income (loss) per share-diluted           $0.36            $ 0.06              $(0.58)           $(0.40)

Pro forma net income (loss) per
  share-basic                                 $0.33            $ 0.04              $(0.64)           $(0.53)
Pro forma net income (loss) per
  share-diluted                               $0.33            $ 0.04              $(0.64)           $(0.53)




7.       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         Twenty-seven         Twenty-six
                                              Weeks Ended     Weeks Ended         Weeks Ended         Weeks Ended
                                               April 3,         March 29,           April 3,            March 29,
                                                 2004             2003                2004                2003
                                              -----------     -------------     ----------------    ---------------

Service Cost                                       $   8             $  10                $  31              $  38
Interest Cost                                        153               143                  613                573
Expected Return on Plan Assets                      (123)             (127)                (494)              (508)
Amortization of  Unrecognized Transition
Obligation (Asset)                                     -                 2                    -                  8
Amortization of Prior Service Cost                     -                 -                    -                  -
Amortization of Loss (Gain)                           96                72                  385                287
                                              -----------     -------------     ----------------    ---------------
Net Periodic Benefit Cost                          $ 134             $ 100                $ 535              $ 398
                                              ===========     =============     ================    ===============


The Company anticipates contributing approximately $700,000 to fund its defined benefit plan during fiscal 2004.


8.   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 April 3, 2004 and the thirteen  weeks ended March 29, 2003,  the  supplemental  combining  condensed  balance
sheet as of April 3, 2004 and  September  27, 2003,  and the  supplemental  combining  condensed  statement of cash
flows for the  twenty-seven  weeks ended April 3, 2004,  and the  twenty-six  weeks ended March 29, 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 April 3, 2004
                                       ------------------------------------------------------------------------------
Statement of Operations                  Parent        Guarantor       Non-Guarantor
                                          Only        Subsidiaries     Subsidiaries    Eliminations    Consolidated
                                       -----------    ------------     ------------    ------------    --------------

Net sales                               $ 42,183       $ 39,125         $ 12,668        $   (153)         $ 93,823
Gross profit                               8,968          8,421            5,132             (72)           22,449
Operating income                           2,798          3,909            1,182               -             7,889
Interest, income taxes and other, net      1,573          1,338            1,009               -             3,920
Net income                                 1,225          2,571              173               -             3,969




                                                            Thirteen Weeks Ended March 29, 2003
                                       ------------------------------------------------------------------------------
Statement of Operations                  Parent        Guarantor       Non-Guarantor
                                          Only        Subsidiaries     Subsidiaries    Eliminations     Consolidated
                                       -----------    ------------     ------------    ------------     -------------

Net sales                               $ 53,751       $ 47,035         $ 12,258        $   (319)         $112,725
Gross profit                              11,107          8,135            3,861             (74)           23,029
Operating income                           1,185          1,027              544               -             2,756
Interest, income taxes and other, net      1,084            979               55               -             2,118
Net income                                   101             48              489               -               638


                                                           Twenty-seven Weeks Ended April 3, 2004
                                       -------------------------------------------------------------------------------
Statement of Operations                 Parent        Guarantor      Non-Guarantor
                                         Only        Subsidiaries    Subsidiaries      Eliminations      Consolidated
                                       ----------    ------------    -------------     -------------    ---------------

Net sales                               $ 73,387       $ 72,078         $ 26,008         $  (323)         $171,150
Gross profit                              14,531          9,898            9,598            (167)           33,860
Operating income (loss)                     (916)           739            1,564               -             1,387
Interest, income taxes and other, net      2,658          4,056            1,135               -             7,849
Net income (loss)                         (3,574)        (3,317)            429               -             (6,462)


                                                           Twenty-six Weeks Ended March 29, 2003
                                       -------------------------------------------------------------------------------
Statement of Operations                 Parent        Guarantor      Non-Guarantor
                                         Only        Subsidiaries    Subsidiaries      Eliminations      Consolidated
                                       ----------    ------------    -------------     -------------    ---------------

Net sales                               $100,507       $ 86,762         $ 25,094         $  (597)         $211,766
Gross profit                              19,757         15,999            8,215            (148)           43,823
Operating income (loss)                   (5,924)         2,020            1,398               -            (2,506)
Interest, income taxes and other, net     (1,284)         2,921              237               -             1,874
Net income (loss)                         (4,640)          (901)           1,161               -            (4,380)




                                                                           As of April 3, 2004
                                              ------------------------------------------------------------------------------
Balance Sheet                                   Parent       Guarantor       Non-Guarantor
                                                 Only       Subsidiaries     Subsidiaries     Eliminations     Consolidated
                                              -----------   -------------    -------------    -------------    --------------
ASSETS
Cash and cash equivalents                      $    596         $    313        $  5,048       $       -         $   5,957
Accounts receivable, net                         43,028           14,703           7,739               -            65,470
Inventories                                      25,178           18,123           8,400               -            51,701
Other current assets                              1,988            4,914           4,737               -            11,639
                                              -----------   -------------    -------------   -------------    --------------
       Total current assets                      70,790           38,053          25,924               -           134,767

Property and equipment, net                      25,613            4,256           2,012               -            31,881
Investment in subsidiaries and other assets     134,164           26,961         (10,802)       (131,032)           19,291
                                              -----------   -------------    -------------   -------------    --------------
       Total assets                           $ 230,567         $ 69,270        $ 17,134       $(131,032)        $ 185,939
                                              ===========   =============    =============   =============    ==============

LIABILITIES  AND STOCKHOLDERS' EQUITY
Accounts payable and accrued liabilities       $ 22,656          $ 1,572         $ 6,933       $       -         $  31,161
Current portion of revolving credit line,
    long-term debt and capital leases            24,501              541              16               -            25,058
                                              -----------   -------------    -------------   -------------    --------------
       Total current liabilities                 47,157            2,113           6,949               -            56,219
Long-term debt and noncurrent portion of
    capital leases                              104,959                -              79               -           105,038
Other noncurrent liabilities                       (18)            7,233             118               -             7,333
Stockholders' equity                             78,469           59,924           9,988        (131,032)           17,349
                                              -----------   -------------    -------------   -------------    --------------
       Total liabilities and stockholders'
   equity                                     $ 230,567          $69,270        $ 17,134       $(131,032)        $ 185,939
                                              ===========   =============    =============   =============    ==============


                                                                        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     157,597            6,706         (14,071)       (130,586)           19,646
                                              -----------   -------------    -------------   -------------    --------------
       Total assets                           $ 260,830          $70,359         $13,676       $(130,586)        $ 214,279
                                              ===========   =============    =============   =============    ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued liabilities      $  38,036          $ 5,480         $ 5,006               -        $   48,522
Current portion of revolving credit line,
   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                                      107,590               87              95               -           107,772
  leases
Other noncurrent liabilities                        510            6,968             107               -             7,585
Stockholders' equity                             87,956           56,932           8,449        (130,586)           22,751
                                              -----------   -------------    -------------   -------------    --------------
       Total liabilities and stockholders'
    equity                                    $ 260,830          $70,359        $ 13,676       $(130,586)        $ 214,279
                                              ===========   =============    =============   =============    ==============


                                                                 Twenty-seven Weeks Ended April 3, 2004
                                              ------------------------------------------------------------------------------
Statement of Cash Flows                         Parent       Guarantor       Non-Guarantor
                                                 Only       Subsidiaries     Subsidiaries    Eliminations      Consolidated
                                              -----------   -------------    -------------   --------------    -------------

Net cash provided by operating activities      $  6,836         $   151           $ 2,377      $  (1,700)        $  7,664
Net cash provided by (used in) investing
activities                                         (160)            158              (125)             -             (127)
Net cash used in financing activities            (6,482)           (436)              (29)             -           (6,947)
Other                                               184               -            (1,002)         1,700              882
Net increase (decrease) in cash and cash
equivalents                                         378            (127)            1,221              -            1,472
Cash and cash equivalents, beginning of
period                                              218             440             3,827              -            4,485
Cash and cash equivalents, end of period            596             313             5,048              -            5,957




                                                                  Twenty-six Weeks Ended March 29, 2003
                                              ------------------------------------------------------------------------------
Statement of Cash Flows                         Parent       Guarantor       Non-Guarantor
                                                 Only       Subsidiaries     Subsidiaries    Eliminations      Consolidated
                                              -----------   -------------    -------------   --------------    -------------

Net cash provided by (used in) operating      $(45,251)        $  1,006           $ 1,524      $       -         $(42,721)
Net cash provided by (used in) investing
activities                                         486            (624)              (149)             -             (287)
Net cash provided by (used in) financing
activities                                      20,881            (465)               (15)             -           20,401
Other                                                -               -                199              -              199
Net increase (decrease) in cash and cash
equivalents                                    (23,884)            (83)             1,559              -          (22,408)
Cash and cash equivalents, beginning of
period                                          24,274             167              3,843              -           28,284
Cash and cash equivalents, end of period           390              84              5,402              -            5,876




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 still have
excess  inventory  which we expect to sell at discounted  prices  during fiscal 2004.  Gross margins for the second
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  frees up valuable
resources that can be 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  employee-related  costs by  approximately  $6.4  million over fiscal 2003
amounts.  The full  effect of this  reduction  should  occur  during the third  quarter  of this  fiscal  year.  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 is
assisting us in the  evaluation  of our current  business plan and in the  identification  of cost  reductions  and
operations  improvement  opportunities.  This  engagement  satisfies  a  requirement  that was part of our  Amended
Facility with Fleet Capital that was executed in January 2004.

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         Twenty-seven        Twenty-six
                                            Weeks Ended       Weeks Ended         Weeks Ended        Weeks Ended
                                             April 3,          March 29,           April 3,           March 29,
                                               2004               2003               2004               2003
                                           --------------    ---------------    ----------------    --------------

Net sales                                       100.0%            100.0%             100.0%              100.0%
Cost of goods sold                               76.1              79.6               80.2                79.3
                                           --------------    ---------------    ----------------    --------------
Gross profit                                     23.9              20.4               19.8                20.7
Selling, general and administrative              18.5              18.0               20.6                20.1
expenses
Other                                            (3.0)              -                 (1.6)                1.8
                                           --------------    ---------------    ----------------    --------------
Operating income (loss)                           8.4               2.4                0.8                (1.2)
Interest expense, net                             4.2               2.5                4.2                 2.7
Other, net                                       (0.3)             (0.9)               -                  (0.5)
                                           --------------    ---------------    ----------------    --------------
Income (loss) before income taxes                 4.5               0.8               (3.4)               (3.4)
Provision (benefit) for income taxes              0.3               0.3                0.4                (1.3)
                                           --------------    ---------------    ----------------    --------------
Net income (loss)                                 4.2%              0.5%              (3.8)%              (2.1)%
                                           ==============    ===============    ================    ==============



Thirteen weeks ended April 3, 2004 compared to the thirteen weeks ended March 29, 2003

         Net Sales.  Net sales  decreased  to $93.8  million  for the second  quarter  of fiscal  2004 from  $112.7
million in the comparable  prior year quarter.  The decrease was primarily due to a 2% decrease in average  selling
prices and a 15% decrease in units shipped,  offset in part by a 79% decrease in sales returns and 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. We
expect fiscal 2004 sales of Savane(R)and private label products to be below fiscal 2003 levels.

         Gross Profit.  Gross profit  decreased to $22.4  million,  or 23.9% of net sales for the second quarter of
fiscal 2004 from $23.0 million,  or 20.4% 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 reduced
due to the reduction of shipping  difficulties  related to Project  Synergy.  In addition,  as excess inventory was
sold,  we have  partially  reduced  inventory  reserves  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
$17.3  million,  or 18.5% of net sales for the second quarter of fiscal 2004, from $20.3  million,  or 18.0% 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.  Other  income in the second  quarter of fiscal 2004 is composed of a $3.5 million gain on the sale
of the Company's unoccupied  administration building,  offset in part by $722,000 of costs related to the phase out
of the Tampa,  Florida cutting  operations which consists  primarily of asset write-downs and losses on the sale of
machinery and equipment.

         Interest  Expense.  Interest  expense  increased  to $3.9  million for the second  quarter of fiscal 2004,
from $2.8  million for the  comparable  prior year  quarter.  The  increase  was  primarily  due to higher  average
outstanding borrowings under the Company's revolving credit line.

         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 these years.

         Net Income.  As a result of the above  factors,  we had net income of $4.0  million for the second  quarter
of fiscal 2004 compared to net income of $638,000 in the comparable prior year quarter.


Twenty-seven weeks ended April 3, 2004 compared to the twenty- six weeks ended March 29, 2003

         Net Sales.  Net sales  decreased  to $171.2  million for the  twenty-seven  weeks ended April 3, 2004 from
$211.8  million in the  comparable  prior year period.  The decrease was  primarily due to a 3% decrease in average
selling  prices  and a 16%  decrease  in units  shipped,  offset  in part by a 75%  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 twenty-six weeks ended March 29, 2003 contains  approximately $11 million of sales
related to  discontinued  businesses.  We expect fiscal  2004 sales of Savane(R)and  private  label  products to be
below fiscal 2003.

         Gross  Profit.  Gross  profit  decreased to $33.9  million,  or 19.8% of net sales,  for the  twenty-seven
weeks ended March 29, 2003, from $43.8 million,  or 20.7% of net sales, for the comparable  prior year period.  The
reduction in the gross margin was primarily due to a decrease in units  shipped and lower average  selling  prices,
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 is sold, we
have partially  reduced  inventory  reserves 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
$35.3 million, or 20.6% of net sales,  for the  twenty-seven  weeks ended April 13, 2004,  from $42.6  million,  or
20.1% 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.  Other income in the  twenty-seven  weeks ended April 3, 2004 is composed of a $3.5 million gain on
the sale of the Company's  unoccupied administration  building,  offset in part by $722,000 of costs related to the
phase out of the Tampa,  Florida cutting operations which consists primarily of asset write-downs and losses on the
sale of machinery and  equipment.  Other  charges of $3.8 million  recorded in fiscal 2003 were  composed of a $5.3
million charge related to a separation agreement with the Company's former chief executive officer,  offset in part
by a $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 $7.3 million for the twenty-seven  weeks ended April 3,
2004,  from $5.7 million for the  comparable  prior year period.  The increase was primarily due to higher  average
outstanding borrowings.

         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 these years.

         Net  Income (Loss).  As a result of the above  factors,  we  incurred a net loss of $6.5  million  for the
twenty-seven  weeks ended April 3, 2004, compared  with a net loss of $4.4 million for the  twenty-six  weeks ended
March 29, 2003.

Liquidity and Capital Resources

On June 6, 2003, we renewed our revolving  credit line (the  "Facility").  The Facility  provides 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  (5.6% at  April  3,  2004),  and are  secured  by
substantially  all of our domestic assets.  The Facility matures in June 2006. The Facility  contained  significant
financial and operating  covenants if  availability  under the Facility  falls below $20 million.  These  covenants
include  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  includes  prohibitions  on our ability to incur
certain  additional  indebtedness  or  to  pay  dividends,   and  restrictions  on  our  ability  to  make  capital
expenditures.


The 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 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 Facility of $23.3 million have been classified as short-term as of April 3, 2004.

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 our  Facility  fell below $20 million,  triggering
financial  covenants which we 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.  Although our Amended Facility  provides for borrowings of up to $70 million,  the amount
that can be borrowed at any given time is based upon a formula that takes into  account,  among other  things,  our
eligible  accounts  receivable  and  inventory,  which can result in borrowing  availability  of less than the full
amount.  Additionally,  the Amended Facility contains a $10 million  availability  reserve base and higher rates of
interest than the Facility.  The $10.0  million  availability  reserve base was met as of April 3, 2004 and through
the date of this filing.  The Amended Facility also contains 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  begin  March 2005.  The fiscal 2004  minimum  EBITDA  levels are  cumulative  month
amounts  beginning in the second quarter of fiscal 2004.  The minimum EBITDA  threshold for fiscal 2004 ranges from
$1.8 million for the two months ending  February 29, 2004 to $11.8  million for the nine months  ending  October 2,
2004.  We were in compliance  with the EBITDA  covenants as of April 3, 2004,  and had $13.2 million  available for
borrowing under the Amended  Facility.  While we believe our operating  plans, if met, will be sufficient to assure
compliance  with the terms of the  Amended  Facility,  there  can be no  assurances  that we will be in  compliance
through fiscal 2004.

Borrowings  under our Real Estate Loan bear  variable  rates of interest  based on LIBOR plus an applicable  margin
(5.9% at April 3, 2004). The Real Estate Loan requires quarterly  principal  payments of $200,000,  which commenced
October 1, 2003,  and monthly interest  payments.  As of April 3, 2004,  the Real Estate Loan had a balance of $5.7
million.  The cross default provision on the 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 require  additional  quarterly principal  payments of $50,000,  which commence April 1, 2004. The $2.0
million of additional borrowings was used to pay down borrowings under the Facility.

In addition to the financial  covenants iscussed above, our Amended Facility and our Amended Real Estate Loan also
contain  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  Amended  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 Amended  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.

We  anticipate using cash in fiscal  2004 for  advertising  programs to support our  Savane(R)brand.  Although  the
amounts have not yet been quantified, these programs may 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  $0.5  million for the  twenty-seven  weeks ended April 3, 2004 and are  expected to
approximate  $1.5 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 twenty-seven  weeks ended April 3, 2004,  we generated  $7.7 million of cash from our  operations.  This
was primarily the result of a decrease in inventory of $21.6  million and a decrease in prepaid  expenses and other
current assets of $11.5  million,  offset in part by a decrease in accounts  payable and accrued  expenses of $17.3
million, an increase in accounts receivable of $1.1 million, and a net loss of $6.5 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;  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 out 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.  The
Company is 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

At the Annual  Meeting of  Shareholders  of the Company  held on,  February 19, 2004,  the  following  matters were
brought before and voted upon by the shareholders:

     1.  A  proposal  to elect  two  Directors  in  Class  III to  serve  until  the  2007  Annual  Meeting  of the
         Shareholders of the Company:
                                                 For                   Withhold Authority
                                                 ---                   ------------------

         Benito F. Bucay                    9,372,421                           272,902
         (term to expire in 2007)

         Charles J. Smith                   9,371,597                           273,726
         (term to expire in 2007)

     2.  A proposal to ratify  the selection of Ernst & Young LLP as the  Company's  independent  certified  public
         accountants for the fiscal year ending October 2, 2004.

                         For               Against          Abstain           Non-Votes
                         ---               -------          -------           ---------

                         9,575,106         64,277           5,940                     -


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 January 21, 2004, we filed a Form 8-K which  contained a press release  announcing the hiring of
                BOLT as our new brand marketing and communications agency.

                On  February  2, 2004,  we filed a Form 8-K which  contained a press  release  announcing  that the
                Board of Directors elected Ms. Leslie J. Gillock as Chairperson of the Board of Directors.

                On February 3, 2004,  we filed a Form 8-K which  contained a press release  announcing  the results
                of our first fiscal quarter ending January 3, 2004.

                On  March  8,  2004,  we  filed a Form  8-K  which  contained  a press  release  announcing  that a
                distribution  center in Mexico,  which was not owned by us, was  destroyed  by fire along with $1.4
                million of our finished goods inventory.

                On March 29, 2004, we filed a Form 8-K which  contained a press release  announcing  the sale of an
                administration building in Tampa, Florida.




                                                      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)

May 12, 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           Amended and Restated By-Laws of Tropical  Sportswear Int'l  Corporation  (filed as Exhibit 3.2 to
                  Tropical Sportswear Int'l Corporation's Form 10-K filed January 3, 2004).
   *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).
     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.`