<PAGE>
                                                                     EXHIBIT 3.1

                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                      TROPICAL SPORTSWEAR INT'L CORPORATION

         TROPICAL SPORTSWEAR INT'L CORPORATION (the "Corporation"), under the
Florida Business Corporation Act, Chapter 607 of the Florida Statutes, as
hereafter amended and modified (the "FBCA"), hereby adopts the following Amended
and Restated Articles of Incorporation of the Corporation, effective as of
October 23, 1997, pursuant to Sections 607.1006 and 607.1007 of the FBCA:

                                    ARTICLE 1
                                      Name

         The name of the Corporation is:

                      TROPICAL SPORTSWEAR INT'L CORPORATION

                                    ARTICLE 2
                             Business and Activities

         The Corporation may, and is authorized to, engage in any activity or
business now or hereafter permitted under the laws of the United States and of
the State of Florida.

                                    ARTICLE 3
                                  Capital Stock

         3.1 Authorized Shares. The total number of shares of all classes of
capital stock that the Corporation shall have the authority to issue shall be
60,000,000 shares, of which 50,000,000 shares shall be Common Stock having a par
value of $0.01 per share ("Common Stock") and 10,000,000 shares shall be
Preferred Stock, par value of $0.01 per share ("Preferred Stock"). The Board of
Directors is expressly authorized, pursuant to Section 607.0602 of the FBCA, to
provide for the classification and reclassification of any unissued shares of
Common Stock or Preferred Stock and the issuance thereof in one or more classes
or series without the approval of the shareholders of the Corporation, all
within the limitations set forth in Section 607.0601 of the FBCA.

         3.2 Common Stock.

                  (A) Relative Rights. The Common Stock shall be subject to all
of the rights, privileges, preferences and priorities of the Preferred Stock as
set forth in the Articles of Amendment to these Amended and Restated Articles of
Incorporation that may hereafter be filed pursuant to Section 607.0602 of the
FBCA to establish the respective class or series of the Preferred Stock. Except
as otherwise provided in these Amended and Restated Articles of Incorporation,
each share of Common Stock shall have the same rights as and be identical in all
respects to all the other shares of Common Stock.

                  (B) Voting Rights. Except as otherwise provided in these
Amended and Restated Articles of Incorporation, except as otherwise provided by
the FBCA and except as may be determined by the Board of Directors with respect
to the Preferred Stock, only the holders of Common Stock shall be entitled to
<PAGE>

vote for the election of directors of the Corporation and for all other
corporate purposes. Upon any such vote, each holder of Common Stock shall,
except as otherwise provided by the FBCA, be entitled to one vote for each share
of Common Stock held by such holder.

                  (C) Dividends. Whenever there shall have been paid, or
declared and set aside for payment, to the holders of the shares of any class of
stock having preference over the Common Stock as to the payment of dividends,
the full amount of dividends and of sinking fund or retirement payments, if any,
to which such holders are respectively entitled in preference to the Common
Stock, then the holders of record of the Common Stock and any class or series of
stock entitled to participate therewith as to dividends, shall be entitled to
receive dividends, when, as, and if declared by the Board of Directors, out of
any assets legally available for the payment of dividends thereon.

                  (D) Dissolution, Liquidation, Winding Up. In the event of any
dissolution, liquidation, or winding up of the Corporation, whether voluntary or
involuntary, the holders of record of the Common Stock then outstanding, and all
holders of any class or series of stock entitled to participate therewith in
whole or in part, as to the distribution of assets, shall become entitled to
participate in the distribution of assets of the Corporation remaining after the
Corporation shall have paid, or set aside for payment, to the holders of any
class of stock having preference over the Common Stock in the event of
dissolution, liquidation, or winding up, the full preferential amounts (if any)
to which they are entitled, and shall have paid or provided for payment of all
debts and liabilities of the Corporation.

         3.3 Preferred Stock.

                  (A) Issuance, Designations, Powers, Etc. The Board of
Directors is expressly authorized, subject to the limitations prescribed by the
FBCA and the provisions of these Amended and Restated Articles of Incorporation,
to provide, by resolution and by filing Articles of Amendment to these Amended
and Restated Articles of Incorporation, which, pursuant to Section 607.0602 of
the FBCA shall be effective without shareholder action, for the issuance from
time to time of the shares of the Preferred Stock in one or more classes or
series, to establish from time to time the number of shares to be included in
each such class or series, and to fix the designations, powers, preferences and
other rights of the shares of each such class or series and to fix the
qualifications, limitations and restrictions thereon, including, but without
limiting the generality of the foregoing, the following:

                           (1)      the number of shares constituting that class
                                    or series and the distinctive designation of
                                    that class or series;

                           (2)      the dividend rate on the shares of that
                                    class or series, whether dividends shall be
                                    cumulative, or partially cumulative and, if
                                    so, from which date or dates, and the
                                    relative rights of priority, if any, of
                                    payments of dividends on shares of that
                                    class or series;

                           (3)      whether that class or series shall have
                                    voting rights, in addition to the voting
                                    rights provided by the FBCA, and, if so, the
                                    terms of such voting rights;
<PAGE>

                           (4)      whether that class or series shall have
                                    conversion privileges, and, if so, the terms
                                    and conditions of such conversion, including
                                    provision for adjustment of the conversion
                                    rate in such events as the Board of
                                    Directors shall determine;

                           (5)      whether or not the shares of that class or
                                    series shall be redeemable, and, if so, the
                                    terms and conditions of such redemption,
                                    including the dates upon or after which they
                                    shall be redeemable, and the amount per
                                    share payable in case of redemption, which
                                    amount may vary under different conditions
                                    and at different redemption dates;

                           (6)      whether that class or series shall have a
                                    sinking fund for the redemption or purchase
                                    of shares of that class or series, and, if
                                    so, the terms and amount of such sinking
                                    fund;

                           (7)      the rights of the shares of that class or
                                    series in the event of voluntary or
                                    involuntary liquidation, dissolution, or
                                    winding up of the Corporation, and the
                                    relative rights of priority, if any, of
                                    payment of shares of that class or series;
                                    and

                           (8)      any other relative powers, preferences, and
                                    rights of that class or series, and
                                    qualifications, limitations or restrictions
                                    on that class or series.

                  (B) Dissolution, Liquidation, Winding Up. In the event of any
liquidation, dissolution or winding up of the Corporation, whether voluntary or
involuntary, the holders of Preferred Stock of each class or series shall be
entitled to receive only such amount or amounts as shall have been fixed by the
Articles of Amendment to these Amended and Restated Articles of Incorporation or
by the resolution or resolutions of the Board of Directors providing for the
issuance of such class or series.

         3.4 No Preemptive Rights. Except as the Board of Directors may
otherwise determine, no shareholder of the Corporation shall have any
preferential or preemptive right to subscribe for or purchase from the
Corporation any new or additional shares of capital stock, or securities
convertible into shares of capital stock, of the Corporation, whether now or
hereafter authorized.

         3.5 Special Classes of Stock Prior to Initial Public Offering. Each
share of preferred stock of the Corporation that was issued and outstanding
immediately prior to the adoption of these Amended and Restated Articles of
Incorporation shall be canceled and deemed to constitute one share of Preferred
Stock hereunder, having the rights, preferences, qualifications, limitations and
restrictions set forth below (the "Special Preferred Stock"). Anything in
Section 3.3 to the contrary notwithstanding, the Board of Directors shall not be
required to file Articles of Amendment to these Amended and Restated Articles of
Incorporation in order to issue shares of Special Preferred Stock. The
Corporation shall not have authority to issue any additional shares of
<PAGE>

Special Preferred Stock.

                           (1) Voting Rights. Except as otherwise provided by
         the FBCA, the holders of issued and outstanding shares of Special
         Preferred Stock ("Special Preferred Holders") shall not be entitled to
         vote for the election of directors of the Corporation or for all other
         corporate matters.

                           (2)      Dividend Rights. The Special Preferred
         Holders shall not be entitled to receive dividends.

                           (3) Dissolution, Liquidation, Winding Up. In the
         event of any dissolution, liquidation or winding up of the Corporation,
         whether voluntary or involuntary, before any assets of the Corporation
         shall be paid to, set aside for or distributed to holders of issued and
         outstanding shares of Common Stock or other Preferred Stock, each
         Special Preferred Holder shall be entitled to receive out of the assets
         of the Corporation or the proceeds thereof, a preferential payment in
         an amount equal to $100.00 per share. Except as provided herein, the
         Special Preferred Holders shall not be entitled to participate in any
         further distribution of the assets of the Corporation or otherwise. If
         the assets distributable upon a liquidation shall be insufficient to
         permit the distribution to the Special Preferred Holders of the full
         preferential amounts to which such Special Preferred Holders shall be
         entitled, then such amounts shall be distributed ratably to such
         Special Preferred Holders in proportion to the full amounts to which
         they respectively are entitled. Neither the consolidation or merger of
         the Corporation with or into any other corporation or corporations, nor
         the sale or transfer by the Corporation of all or any part of its
         assets or stock, shall be deemed to be a liquidation of the Corporation
         for purposes of this Section.

                            (4)     Redemption Rights.

                            (i) At the option of the Corporation, as evidenced
                   by resolution of its Board of Directors, the Corporation may
                   at any time, and from time to time, redeem the entire amount
                   or any part of the shares of issued and outstanding Special
                   Preferred Stock, without any redemption premium or penalty,
                   at an amount equal to $100.00 per share.

                            (ii) If less than all the issued and outstanding
                   shares of Special Preferred Stock are to be redeemed by the
                   Corporation, the particular shares to be redeemed shall be
                   conclusively selected or determined by the Board of Directors
                   of the Corporation rata or by such other equitable manner as
                   the Board of Directors of the Corporation shall designate and
                   prescribe by resolution.

                            (iii) In case less than all the shares of Special
                   Preferred Stock represented by any surrendered certificate
                   are redeemed by the Corporation, a new certificate shall be
                   issued representing the unredeemed shares.

                            (iv) All shares of-Special Preferred-Stock redeemed
                   as hereinabove provided or otherwise shall be reared and
                   canceled and shall not be reissued.

                  (5) Other Rights. Holders of the Special Preferred Stock
<PAGE>

                  shall not be entitled to any conversion rights, preemptive
                  rights, or any other rights not specified in this Section 3.5.


                                    ARTICLE 4
                               Board of Directors

         4.1 Classification. Except as otherwise provided in these Amended and
Restated Articles of Incorporation or Articles of Amendment filed pursuant to
Section 3.3 hereof relating to the rights of the holders of any class or series
of Preferred Stock, voting separately by class or series, to elect additional
directors under specified circumstances, the number of directors of the
Corporation shall be fixed from time to time by or pursuant to these Amended and
Restated Articles of Incorporation or by bylaws of the Corporation (the
"Bylaws"). The directors, other than those who may be elected by the holders of
any class or series of Preferred Stock voting separately by class or series,
shall be classified, with respect to the time for which they severally hold
office, into three classes, Class I, Class II and Class III, each of which shall
be as nearly equal in number as possible, and shall be adjusted from time to
time in the manner specified in the Bylaws to maintain such proportionality.
Each initial director in Class I shall hold office for a term expiring at the
2000 annual meeting of the shareholders; each initial director in Class II shall
hold office for a term expiring at the 1999 annual meeting of the shareholders;
and each initial director in Class III shall hold office for a term expiring at
the 1998 annual meeting of the shareholders. Notwithstanding the foregoing
provisions of this Section 4.1, each director shall serve until such director's
successor is duly elected and qualified, or until such director's earlier death,
resignation or removal. At each annual meeting of the shareholders, the
successors to the class of directors whose term expires at that meeting shall be
elected to hold office for a term expiring at the annual meeting of the
shareholders held in the third year following the year of their election and
until their successors shall have been duly elected and qualified, or until such
director's earlier death, resignation or removal.

         4.2 Special Nomination Rights. Notwithstanding the provisions of these
Amended and Restated Articles of Incorporation or the Corporation's Bylaws as in
effect from time to time, (i) Accel, S.A. de C.V. ("Accel") shall be entitled to
nominate for election to the Board of Directors of the Corporation two persons,
one of whom shall be a Class I director and one of whom shall be a Class II
director; (ii) Schakale Internacional, S.A. ("Schakale") shall be entitled to
nominate for such election one person, who shall be a Class III director; (iii)
the Compton Family Limited Partnership ("Compton") shall be entitled to nominate
for such election one person, who shall be a Class I director; and (iv) the
Kagan Family Limited Partnership ("Kagan") shall be entitled to nominate for
such election one person, who shall be a Class III director; provided, however,
that (y) should at any time the percentage of Common Stock beneficially owned by
Accel fall below twelve percent (12 %) of the aggregate number of shares of
Common Stock issued and outstanding, then Accel shall, automatically and without
any right of reinstatement, forfeit the right pursuant to this Section 4.2 to
nominate for election to the Board a Class I director, and (z) should at any
time the percentage of Common Stock beneficially owned by any of Accel,
Schakale, Compton or Kagan fall below five percent (5 %) of the aggregate number
of shares of Common Stock issued and outstanding, then such party so falling
below shall forfeit, automatically and without any right of reinstatement, the
right pursuant to this Section 4.2 to nominate any person for election to the
Board. The failure of any person nominated by any party pursuant to this Section
4.2 to be elected or qualified shall not in any way affect such party's future
nomination rights under this Section 4.2. For purposes of calculating the
foregoing percentages, the number of shares of Common Stock beneficially owned
by each of Accel, Schakale, Compton or Kagan shall include any shares of Common
Stock owned beneficially
<PAGE>

and of record by any of its affiliates, or members of their immediate families,
in each case as such term is defined under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). Except as set forth in the immediately
following sentence, and notwithstanding any other provision in these Amended and
Restated Articles of Incorporation to the contrary, at the time for nomination
to fill a vacancy resulting from the death, resignation or removal of a director
who was elected pursuant to a nomination under this Section 4.2 (or who was an
opponent of such a nominee and was elected instead) (a "Ceasing-to-be
Director"), then Accel, Schakale, Compton or Kagan, whichever initially
nominated such Ceasing-to-be-Director (or whichever nominated the defeated
opponent of such director), shall have the right (provided such right has not
been forfeited as set forth in this Section 4.2) to nominate another person for
election to the Board of Directors of the Corporation at the next annual meeting
of shareholders to complete such director's term. Notwithstanding the foregoing,
the Board of Directors shall be entitled to fill or leave vacant the seat of any
Ceasing-to-be-Director between the time that such Director ceases to be a
director and the next annual meeting of shareholders. To be timely, nomination
pursuant to this Section 4.2 must be delivered to or mailed and received at the
principal business office of the Corporation not more than ten (10) days after
notice of the date of the annual meeting of shareholders is given to such
shareholders or prior public disclosure of the date of the meeting is made,
except that, in the case of a sitting director previously so nominated under
this Section 4.2, the Corporation shall communicate with such director on a
timely basis for the purpose of confirming that such director is to be nominated
again and requesting the information requested of nominees indicated below. Any
nomination pursuant to this Section 4.2 shall set forth (a) as to the person
such party proposes to nominate for election or re-election as a director, (i)
the name, age, business address and residence address of such proposed nominee,
(ii) the principal occupation or employment of such person,(iii) the class and
number of shares of capital stock of the Corporation which are beneficially
owned by such person, and (iv) any other information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Exchange Act (including without limitation such person's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected); and (b) as to the party making such nomination (i) the
name and address, as they appear on the Corporation's books, of the party
proposing such nomination, and (ii) the class and number of shares of stock of
the Corporation which are beneficially owned by the shareholder, as calculated
in accordance herewith. Notwithstanding the foregoing, no person shall be
nominated for election as a director of the Corporation by any party pursuant to
this Section 4.2 if such person has previously been removed as a director for
cause as provided in Section 4.3 below. Notwithstanding the provisions of the
Company's Bylaws as in effect from time to time, in the event a person is
properly nominated to stand for election as a director of the Corporation
pursuant to this Section 4.2, such person shall be regarded as a nominee of the
Board of Directors for purposes of Regulation 14A under the Exchange Act. The
forfeiture by any party of any special nomination rights pursuant to this
Section 4.2 shall not affect such party's rights as a shareholder of the
Corporation generally (it not being the intent hereof to deprive any party
hereto of any right otherwise incident to share ownership).

         4.3      Removal.

                  (A) Removal For Cause. Except as otherwise provided pursuant
to the provisions of these Amended and Restated Articles of Incorporation or
Articles of Amendment relating to the rights of the holders of any class or
series of Preferred Stock, voting separately by class or series, to elect
directors under specified circumstances, any director or directors may be
<PAGE>

removed from office at any time, but only for cause (as defined in Section
4.3(B) hereof) and only by the affirmative vote, at a special meeting of the
shareholders called for such a purpose, of not less than sixty-six and
two-thirds percent (66-2/3 %) of the total number of votes of the then
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class, but
only if notice of such proposed removal was contained in the notice of such
meeting. At least thirty (30) days prior to such special meeting of
shareholders, written notice shall be sent to the director or directors whose
removal will be considered at such meeting. Except as provided by Section 4.2,
any vacancy on the Board of Directors resulting from such removal or otherwise
shall be filled only by vote of a majority of the directors then in office,
although less than a quorum, and any director so chosen shall hold office until
the next election of the class for which such director shall have been chosen
and until his or her successor shall have been elected and qualified or until
any such director's earlier death, resignation or removal.

                  (B) "Cause" Defined. For the purposes of this Section 4.3,
"cause" shall mean (i) misconduct as a director of the Corporation or any
subsidiary of the Corporation which involves dishonesty with respect to a
substantial or material corporate activity or corporate assets, or (ii)
conviction of an offense punishable by one (1) or more years of imprisonment
(other than minor regulatory infractions and traffic violations which do not
materially and adversely affect the Corporation.)

                  4.4 Change of Number of Directors. In the event of any
increase or decrease in the authorized number of directors, no decrease in the
number of directors constituting the Board of Directors shall shorten the term
of any incumbent director.

                  4.5 Directors Elected by Holders of Preferred Stock.
Notwithstanding the foregoing, whenever the holders of any one or more classes
or series of Preferred Stock issued by the Corporation shall have the right,
voting separately by class or series, to elect one or more directors at an
annual or special meeting of shareholders, the election, term of office, filling
of vacancies and other features of such directorships shall be governed by the
terms of these Amended and Restated Articles of Incorporation, as amended by
Articles of Amendment applicable to such classes or series of Preferred Stock.

                  4.6 Exercise of Business Judgment. In discharging his or her
duties as a director of the Corporation, a director may consider such factors as
the director considers relevant, including the long-term prospects and interests
of the Corporation and its shareholders, the social, economic, legal, or other
effects of any corporate action or inaction upon the employees, suppliers,
customers of the Corporation or its subsidiaries, the communities and society in
which the Corporation or its subsidiaries operate and the economy of the State
of Florida and the United States.

                  4.7 Number of Directors. The number of directors constituting
the Board of Directors of the Corporation is eight (8); provided, however that
in the event the percentage of Common Stock beneficially owned by Schakale
immediately following the last to occur of (i) the expiration of the
over-allotment options granted to the underwriters in connection with the
initial public offering of shares of Common Stock and (ii) the closing of the
last sale pursuant to any exercise thereof, falls below five percent (5%) of the
aggregate-number of shares of Common Stock issued and outstanding, then,
notwithstanding any other provision of these Amended and Restated Articles of
Incorporation, David Garza-Santos (or his successor, if any) shall be
automatically removed as a director of the Corporation and the number of
<PAGE>

directors constituting the Board of Directors of the Corporation shall be
reduced to seven (7) without the need for any further action by either the Board
of Directors or shareholders of the Corporation. The number of directors may be
increased or decreased from time to time as provided in the Bylaws, but in no
event shall the number of directors be less than five (5) nor more than fifteen
(15); provided, however, that, unless required by law, the number of directors
shall not be increased or decreased without the consent of each party remaining
entitled to special nomination rights pursuant to Section 4.2 above.

                                    ARTICLE 5
                             Action By Shareholders

         5.1 Call For Special Meeting. Special meetings of the shareholders of
the Corporation may be called at any time, but only by (a) the Chairman of the
Board of the Corporation, (b) the Chief Executive Officer of the Corporation,
(c) a majority of the directors then in of office, and (d) the holders of not
less than twenty-five percent (25 %) of the total number of votes of the then
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class.

         5.2 Shareholder Action By Written Consent. Any action required or
permitted by the FBCA to be taken at any annual or special meeting of
shareholders may be taken without a meeting, without prior notice, and without a
vote if one or more written consents describing the action taken shall be signed
and dated by the holders of outstanding capital stock of the Corporation of each
voting group entitled to vote thereon having not less than the minimum number of
votes with respect to each voting group that would be necessary to authorize or
take such action at a meeting at which all voting groups and shares entitled to
vote thereon were present and voted. Such consents must be delivered to the
principal office of the Corporation in Florida, the Corporation's principal
place of business, the Secretary, or another officer or agent of the Corporation
having custody of the books in which proceedings of meetings of shareholders are
recorded. No written consent shall be effective to take the corporate action
referred to therein unless, within sixty days of the date of the earliest dated
consent delivered in the manner required herein, written consents signed by the
number of holders required to take action are delivered to the Corporation by
delivery as set forth in this Section.

                                    ARTICLE 6
                                 Indemnification

         6.1 Provision of Indemnification. The Corporation shall, to the fullest
extent permitted or required by the FBCA, including any amendments thereto (but
in the case of any such amendment, only to the extent such amendment permits or
requires the Corporation to provide broader indemnification rights than prior to
such amendment), indemnify its Directors and Executive Officers against any and
all Liabilities, and advance any and all reasonable Expenses, incurred thereby
in any Proceeding to which any such Director or Executive Officer is a Party or
in which such Director or Executive Officer is deposed or called to testify as a
witness because he or she is or was a Director or Executive Officer of the
Corporation. The rights to indemnification granted hereunder shall not be deemed
exclusive of any other rights to indemnification against Liabilities or the
advancement of Expenses which a Director or Executive Officer may be entitled
under any written agreement, Board of Directors' resolution, vote of
shareholders, the FBCA, or otherwise. The Corporation may, but shall not be
required to, supplement the foregoing rights to indemnification against
Liabilities and advancement of Expenses by the purchase of insurance on behalf
of any one or more of its Directors or Executive Officers whether or not the
Corporation would be obligated to indemnify or advance Expenses to such Director
or Executive
<PAGE>

Officer under this Article. For purposes of this Article, the term "Directors"
includes former directors of the Corporation and any director who is or was
serving at the request of the Corporation as a director, officer, employee, or
agent of another Corporation, partnership, joint venture, trust, or other
enterprise, including, without limitation, any employee benefit plan (other than
in the capacity as an agent separately retained and compensated for the
provision of goods or services to the enterprise, including, without limitation,
attorneys-at-law, accountants, and financial consultants). The term "Executive
Officers" includes those individuals who are or were at any time "executive
officers" of the Corporation as defined in Securities and Exchange Commission
Rule 3b-7 promulgated under the Securities Exchange Act of 1934, as amended. All
other capitalized terms used in this Article 6 and not otherwise defined herein
have the meaning set forth in FBCA Section 607.0850. The provisions of this
Article 6 are intended solely for the benefit of the indemnified parties
described herein, their heirs and personal representatives and shall not create
any rights in favor of third parties. No amendment to or repeal of this Article
Vl shall diminish the rights of indemnification provided for herein prior to
such amendment or repeal.

                                    ARTICLE 7
                                   Amendments

         7.1 Amended and Restated Articles of Incorporation. Notwithstanding any
other provision of these Amended and Restated Articles of Incorporation or the
Bylaws of the Corporation (and notwithstanding that a lesser percentage may be
specified by law) the affirmative vote of sixty-six and two-thirds percent
(66-2/3%) of the total number of votes of the then outstanding shares of the
capital stock of the Corporation entitled to vote generally in the election of
directors, voting together as a single class, shall be required (unless separate
voting by classes is required by the FBCA, in which event the affirmative vote
of sixty-six and two-thirds percent (66-2/3%) of the number of shares of each
class or series entitled to vote as a class shall be required), to amend or
repeal, or to adopt any provision inconsistent with the purpose or intent of,
Articles 4, 5, 6 or this Article 7 of these Amended and Restated Articles of
Incorporation. Notice of any such proposed amendment, repeal or adoption shall
be contained in the notice of the meeting at which it is to be considered.
Subject to the provisions set forth herein, the Corporation reserves the right
to amend, alter, repeal or rescind any provision contained in these Amended and
Restated Articles of Incorporation in the manner now or hereafter prescribed by
law. Notwithstanding the foregoing, Sections 4.1 and 4.2 of Article 4 of these
Amended and Restated Articles of Incorporation may not be amended without the
consent of each party remaining entitled to any special nomination rights
pursuant to Section 4.2 hereof.

         7.2 Bylaws. The shareholders of the Corporation may adopt or amend a
bylaw which fixes a greater quorum or voting requirement for shareholders (or
voting groups of shareholders) than is required by the FBCA. The adoption or
amendment of a bylaw that adds, changes or deletes a greater quorum or voting
requirement for shareholders must meet the same quorum or voting requirement and
be adopted by the same vote and voting groups required to take action under the
quorum or voting requirement then in effect or proposed to be adopted, whichever
is greater.

                                    ARTICLE 8
                           Registered Office and Agent

         The address of the Registered Office of the Corporation is 4902 West
Waters Avenue, Tampa, FL 33634, and the Registered Agent at such address is
Richard J. Domino.
<PAGE>

                                    ARTICLE 9
                      Principal Office and Mailing Address

         The address of the Principal Office of the Corporation and its mailing
         address is 4902 West Waters Avenue, Tampa, FL 33634. The location of
         the Principal Office and the mailing address shall be subject to change
         as may be provided in the Bylaws.

         IN WITNESS WHEREOF, these Amended and Restated Articles of
Incorporation have been signed this 22nd day of October, 1997.

                                            /s/ William W. Compton
                                            ------------------------------------
                                            William W. Compton
                                            Chief Executive Officer
                                            ATTEST:

                                            /s/ Michael Kagan
                                            ------------------------------------
                                            Michael Kagan
                                            Secretary
<PAGE>

                            ACCEPTANCE OF APPOINTMENT
                               BY REGISTERED AGENT

         THE UNDERSIGNED, having been named in Article 8 of the foregoing
Amended and Restated Articles of Incorporation as the Registered Agent at the
office designated therein, hereby accepts such appointment and agrees to act in
such capacity. The undersigned hereby states that he is familiar with, and
hereby accepts, the obligations set forth in Section 607.0505, Florida Statutes,
and the undersigned will further comply with any other provisions of law made
applicable to him as Registered Agent of the Corporation.

DATED this 22nd day of October, 1997



                                      /s/ Richard J. Domino
                                      ------------------------------------------
                                      Richard J. Domino
                                      Registered Agent
<PAGE>

ARTICLES OF AMENDMENT
TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
TROPICAL SPORTSWEAR INT'L CORPORATION

1.       The name of the corporation is "Tropical Sportswear Int'l Corporation."

2.       The articles of incorporation of Tropical Sportswear Int'l  Corporation
         are amended by adding new Section 3.6 as follows:

                  "3.6. Series A Junior Participating Preferred Stock. There is
         hereby established a series of Preferred Stock, par value $0.01 per
         share, of the Corporation, and the designation and certain terms,
         powers, preferences and other rights of the shares of such series, and
         certain qualifications, limitations and restrictions thereon, are
         hereby fixed as follows:

                           (i) The distinctive serial designation of this series
         shall be "Series A Junior Participating Preferred Stock" (hereinafter
         called "this Series"). Each share of this Series shall be identical in
         all respects with the other shares of this Series except as to the
         dates from and after which dividends thereon shall be cumulative.

                           (ii) The number of shares in this Series shall
         initially be 100,000, which number may from time to time be increased
         or decreased (but not below the number then outstanding) by the Board
         of Directors. Shares of this Series purchased by the Corporation shall
         be canceled and shall revert to authorized but unissued shares of
         Preferred Stock undesignated as to series. Shares of this Series may be
         issued in fractional shares, which fractional shares shall entitle the
         holder, in proportion to such holder's fractional share, to all rights
         of a holder of a whole share of this Series.

                           (iii) The holders of full or fractional shares of
         this Series shall be entitled to receive, when and as declared by the
         Board of Directors, but only out of funds legally available therefor,
         dividends, (A) on each date that dividends or other distributions
         payable in respect of Common Stock of the Corporation are payable on or
         in respect of Common Stock comprising part of the Reference Package (as
         defined below), in an amount per whole share of this Series equal to
         the aggregate amount of dividends or other distributions (other than
         dividends or distributions payable in Common Stock of the Corporation)
         that would be payable on such date to a holder of the Reference Package
         and (B) on the last day of March, June, September and December in each
         year, in an amount per whole share of this Series equal to the excess
         (if any) of $1.00 over the aggregate dividends paid per whole share of
         this Series during the three-month period ending on such last day. Each
         such dividend shall be paid to the holders of record of shares of this
         Series on the date, not exceeding sixty days preceding such dividend or
         distribution payment date, fixed for that purpose by the Board of
         Directors in advance of payment of each particular dividend or
         distribution. Dividends on each full and each fractional share of this
         Series shall be cumulative from the date such full or fractional share
         is originally issued; provided that any such full or fractional share
         originally issued after a dividend record date and on or prior to the
<PAGE>

         dividend payment date to which such record date relates shall not be
         entitled to receive the dividend payable on such dividend payment date
         or any amount in respect of the period from such original issuance to
         such dividend payment date.

                                    The term "Reference Package" shall initially
         mean 1,000 shares of Common Stock, par value $0.01 per share ("Common
         Stock"), of the Corporation. In the event the Corporation shall at any
         time (A) declare or pay a dividend or other distribution on the Common
         Stock payable in Common Stock, (B) subdivide the Common Stock or (C)
         combine the Common Stock into a smaller number of shares, then and in
         each such case the Reference Package after such event shall be the
         Common Stock that a holder of the Reference Package immediately prior
         to such event would hold thereafter as a result thereof. Holders of
         shares of this Series shall not be entitled to any dividends, whether
         payable in cash, property or stock, in excess of full cumulative
         dividends, as herein provided, on this Series.

                                    So long as any shares of this Series are
         outstanding, no dividend (other than a dividend in Common Stock or in
         any other shares of capital stock ranking junior to this Series as to
         dividends and upon liquidation) shall be declared or paid or set aside
         for payment or other distribution declared or made upon the Common
         Stock or upon any other shares of capital stock ranking junior to this
         Series as to dividends or upon liquidation, nor shall any Common Stock
         nor any other shares of capital stock of the Corpora- tion ranking
         junior to or on a parity with this Series as to dividends or upon
         liquidation be redeemed, purchased or otherwise acquired for any
         consideration (or any moneys be paid to or made available for a sinking
         fund for the redemption of any shares of any such stock) by the
         Corporation (except by conversion into or exchange for shares of
         capital stock of the Corporation ranking junior to this Series as to
         dividends and upon liquidation), unless, in each case, the full
         cumulative dividends (including the dividend to be due upon payment of
         such dividend, distribution, redemption, purchase or other acquisition)
         on all outstanding shares of this Series shall have been, or shall
         contemporaneously be, paid.

                           (iv) In the event of any merger, consolidation,
         reclassification or other transaction in which the shares of Common
         Stock are exchanged for or changed into other shares of capital stock
         or securities, cash and/or any other property, then in any such case
         the shares of this Series shall at the same time be similarly exchanged
         or changed in an amount per whole share equal to the aggregate amount
         of capital stock, securities, cash and/or any other property (payable
         in kind), as the case may be, that a holder of the Reference Package
         would be entitled to receive as a result of such transaction.

                           (v) In the event of any liquidation, dissolution or
         winding up of the affairs of the Corporation, whether voluntary or
         involuntary, the holders of full and fractional shares of this Series
         shall be entitled, before any distribution or payment is made on any
         date to the holders of the Common Stock or any other shares of capital
         stock of the Corporation ranking junior to this Series upon
         liquidation, to be paid in full an amount per whole share of this
         Series equal to the greater of (A) $1.00 or (B) the aggregate amount
         distributed or to be distributed in connection with such liquidation,
         dissolution or winding up to a holder of the Reference Package (such
<PAGE>

         greater amount being hereinafter referred to as the "Liquidation
         Preference"), together with accrued dividends to such distribution or
         payment date, whether or not earned or declared. If such payment shall
         have been made in full to all holders of shares of this Series, the
         holders of shares of this Series as such shall have no right or claim
         to any of the remaining assets of the Corporation.

                                    In the event the assets of the Corporation
         available for distribution to the holders of shares of this Series upon
         any liquidation, dissolution or winding up of the Corporation, whether
         voluntary or involuntary, shall be insufficient to pay in full all
         amounts to which such holders are entitled pursuant to the first para-
         graph of this Section (v), no such distribution shall be made on
         account of any shares of any other class or series of Preferred Stock
         ranking on a parity with the shares of this Series upon such
         liquidation, dissolution or winding up unless proportionate distribu-
         tive amounts shall be paid on account of the shares of this Series,
         ratably in proportion to the full distributable, amounts for which
         holders of all such parity shares are respectively entitled upon such
         liquidation, dissolution or winding up.

                                    Upon the liquidation, dissolution or winding
         up of the Corporation, the holders of shares of this Series then
         outstanding shall be entitled to be paid out of assets of the
         Corporation available for distribution to its shareholders all amounts
         to which such holders are entitled pursuant to the first paragraph of
         this Section (v) before any payment shall be made to the holders of
         Common Stock or any other stock of the Corporation ranking junior upon
         liquidation to this Series.

                                    For the purposes of this Section (v), the
         consolidation or merger of, or binding share exchange by, the
         Corporation with any other corporation shall not be deemed to
         constitute a liquidation, dissolution or winding up of the corporation.

                           (vi) The shares of this Series shall not be
         redeemable.

                           (vii) In addition to any other vote or consent of
         stockholders required by law or by the Articles of Incorporation of the
         Corporation, each whole share of this Series shall, on any matter, vote
         as a class with any other shares of capital stock comprising part of
         the Reference Package and entitled to vote on such matter and shall
         have the number of votes thereon that a holder of the Reference Package
         would have."

3.

         The amendment was adopted on November 13, 1998.

4.

         The amendment was duly adopted by the Board of Directors of Tropical
Sportswear Int'l Corporation pursuant to Section 607.0602 of the Florida
Business Corporation Act.

         IN WITNESS WHEREOF, Tropical Sportswear Int'l Corporation has caused
these Articles of Amendment to be executed as of November 13, 1998.

                                TROPICAL SPORTSWEAR INT'L CORPORATION



                                By: /s/ Tropical Sportswear Int'l Corporation
                                    -----------------------------------------