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

                                  FORM 10-Q/A

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the quarterly period ended                     March 30, 2002
                               -------------------------------------------------

                                       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
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             (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
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        (Address of principal executive offices)             (Zip Code)

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


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   (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

As of May 6, 2002 there were 7,811,765 shares of the registrant's Common Stock
outstanding.


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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 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 the Company's 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

Contingencies - The Company accrues for contingent obligations, including
estimated legal costs, when it is probable and the amount is reasonably
estimable. As facts concerning contingencies become known, we reassess our
position 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.

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 would 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. We do not provide a reserve for credit losses as substantially
all of our receivables have been assigned under factoring agreements, without
recourse, except for credit losses on the first 0.10% of amounts factored.

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 cutting and 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 goodwill and
other 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.

As discussed in the Notes to the Financial Statements, we adopted Financial
Accounting Standard No. 142, "Goodwill and Other Intangible Assets" ("Statement
No. 142") on September 29, 2001. Statement No. 142 includes requirements to
test goodwill and indefinite lived intangible assets for impairment rather than
amortize them. Goodwill and other indefinite lived intangible assets are tested
for impairment, and any impairment charge resulting from the initial
application of Statement No. 142 would be classified as a cumulative change in
accounting principle. The provisions of Statement No. 142 require the
completion of a transitional impairment test within six months of adoption,
with any impairment identified treated as a cumulative effect of a change in
accounting principle. In accordance with the provision of Statement No. 142, we
performed this transitional impairment test during the second fiscal quarter.
The results of this test indicate that goodwill and other indefinite lived
intangible assets are not impaired, as the fair value of these assets exceed
their carrying value.

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

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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.

SAVANE CONSOLIDATION

On April 17, 2002, the Company announced a plan to consolidate the
administrative, cutting and related functions of its Savane division in El Paso,
Texas into the Company's Tampa, Florida facility. The Company intends to
complete all aspects of this consolidation by the end of the first fiscal
quarter ending December 29, 2002. As part of the consolidation, the Company will
vacate its El Paso administration building and cutting facility. The Company is
currently constructing additional administrative offices in Tampa and the
current Tampa cutting facility has sufficient capacity to accommodate the
consolidated cutting operation. The Company will continue to operate its
distribution center in the El Paso area. The consolidation is expected to result
in a net reduction of approximately 140 associates, or approximately 12% of the
Company's domestic workforce. Approximately 60 associates have been invited, and
offered financial assistance, to relocate to Tampa.

The Company also announced the reorganization of its South Pacific division,
including discontinuing production in factories in Fiji that are partially owned
by the Company. Product for the Company's South Pacific division will be sourced
globally through lower cost full-package imports.

As a result of these initiatives, the Company will record pre-tax charges
totaling approximately $16.0 million through the fiscal quarter ending December
29, 2002, for severance, relocation, lease termination, asset write-downs and
other related costs. The cash component of this charge will be approximately
$13.0 million. Once completed, the impact of these initiatives is expected to
generate annual pre-tax cost savings of approximately $4.5 million beginning in
fiscal 2003. The Company believes that this consolidation will improve its
ability to service its customers through one centralized location.


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RESULTS OF OPERATIONS

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:

<TABLE>
<CAPTION>
                                            THIRTEEN     THIRTEEN    TWENTY-SIX    TWENTY-SIX
                                           WEEKS ENDED  WEEKS ENDED  WEEKS ENDED   WEEKS ENDED
                                            MARCH 30,    MARCH 31,    MARCH 30,     MARCH 31,
                                               2002         2001         2002          2001
                                           -----------  -----------  -----------   -----------
<S>                                        <C>          <C>          <C>           <C>

Net sales                                     100.0%       100.0%       100.0%        100.0%
Cost of goods sold                             71.9         71.0         71.6          70.9
                                              -----        -----        -----         -----
Gross profit                                   28.1         29.0         28.4          29.1
Selling, general and administrative            20.2         17.7         21.0          18.6
expenses
Other charges                                    --          1.0           --           1.0
                                              -----        -----        -----         -----
Operating income                                7.9         10.3          7.4           9.5
Interest expense, net                           3.0          3.3          3.1           3.6
Other, net                                       --          0.4         (0.3)          0.2
                                              -----        -----        -----         -----
Income before income taxes                      4.9          6.6          4.6           5.7
Provision for income taxes                      1.9          2.6          1.7           2.3
                                              -----        -----        -----         -----
Net income                                      3.0%         4.0%         2.9%          3.4%
                                              =====        =====        =====         =====
</TABLE>

THIRTEEN WEEKS ENDED MARCH 30, 2002 COMPARED TO THE THIRTEEN WEEKS ENDED MARCH
31, 2001

         Net Sales. Net sales decreased to $120.6 million for the second
quarter of fiscal 2002 from $123.5 million in the comparable prior year
quarter. This decrease was primarily due to lower average selling prices. The
decrease in average selling prices was due to the Company experiencing pricing
pressure due to the weak retail conditions that have persisted for the past 12
months. Additionally, the average selling price was impacted by a change in mix
of product sales as the higher average selling priced Savane(R) products
experienced declines in unit volume as the department store channel that Savane
was positioned in suffered declines in sales. The Company is expanding its
distribution of the Savane(R) brand through major new core replenishment
programs with retailers. These programs which should begin shipping in the
third fiscal quarter, are expected to more than offset Savane's recent adverse
trends in the declining moderate department store retail sector where Savane
has traditionally been positioned.

         Gross Profit. Gross profit decreased to $33.9 million, or 28.1% of net
sales, for the second quarter of fiscal 2002, from $35.8 million, or 29.0% of
net sales, for the comparable prior year quarter. The reduction in the gross
margin was primarily due to the lower average selling prices offset in part by
a reduction in raw material and assembly costs and other production
efficiencies.

         Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased to $24.3 million, or 20.2% of net sales, for
the second quarter of fiscal 2002, from $21.8 million, or 17.7% of net sales,
for the comparable prior year quarter. The increase in operating expenses as a
percentage of net sales was primarily due to the higher relative operating
expenses associated with the Duck Head and Victorinox branded components of the
business, as the Company continues to make investments and provide additional
marketing and financial support for these growth brands.

         Interest Expense. Interest expense decreased to $3.6 million for the
second quarter of fiscal 2002, from $4.1 million for the comparable prior year
quarter. The decrease was primarily due to lower average interest rates.

         Other, net. During the second quarter of fiscal 2002, the Company
recorded other expense of $70,000 as compared with other expense of $474,000 for
the second quarter of fiscal 2001. The difference is primarily due to the
elimination of amortization expense associated with intangible assets.

         Income Taxes. The Company's effective income tax rate for the second
quarter of fiscal 2002 was 37.9% compared to 39.1% in the comparable prior year
quarter. The decrease in the effective rate is primarily the result of tax
planning strategies implemented by the Company. These rates are based on the
Company's expected effective annual tax rate.

         Net Income. As a result of the above factors, net income decreased to
$3.7 million for the second quarter of fiscal 2002 from $4.9 million in the
comparable prior year quarter.


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TWENTY-SIX WEEKS ENDED MARCH 30, 2002 COMPARED TO THE TWENTY- SIX WEEKS ENDED
MARCH 31, 2001

         Net Sales. Net sales increased to $230.6 million for the twenty-six
weeks ended March 30, 2002 from $222.1 million in the comparable prior year
period. This increase was primarily due to a 20% increase in units sold, a small
portion of which related to sales of Duck Head(R) branded product, which was
acquired in August 2001. This increase was offset by a decrease in average
selling prices. The decrease in average selling prices was due to the Company
experiencing pricing pressure due to the weak retail conditions that have
persisted for the past 12 months. Additionally, the average selling price was
impacted by a change in mix of product sales as the higher average selling
priced Savane(R) products experienced declines in unit volume as the department
store channel that Savane was positioned in suffered declines in sales. The
Company is expanding its distribution of the Savane(R) brand through major new
core replenishment programs with retailers. These programs which should begin
shipping in the third fiscal quarter, are expected to more than offset Savane's
recent adverse trends in the declining moderate department store retail sector
where Savane has traditionally been positioned.

         Gross Profit. Gross profit increased to $65.6 million, or 28.4% of net
sales, for the twenty-six weeks ended March 30, 2002, from $64.6 million, or
29.1% of net sales, for the comparable prior year period. The reduction in the
gross margin percentage was primarily due to the lower average selling prices
offset in part by a reduction in raw material and assembly costs and other
production efficiencies.

         Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased to $48.4 million, or 21.0% of net sales, for
the twenty-six weeks ended March 30, 2002, from $41.3 million, or 18.6% of net
sales, for the comparable prior year period. The increase in operating
expenses as a percentage of net sales was primarily due to the higher relative
operating expenses associated with the Duck Head and Victorinox branded
components of the business, as the Company continues to make investments and
provide additional marketing and financial support for these growth brands.

         Interest Expense. Interest expense decreased to $7.2 million for the
twenty-six weeks ended March 30, 2002, from $7.9 million for the comparable
prior year period. The decrease was primarily due to lower average interest
rates. During this period, the Company's average borrowings remained relatively
flat.

         Other, net. During the twenty-six weeks ended March 30, 2002, other,
net consisted primarily of amortization expense, offset in part by royalty
income. In accordance with Statement No. 142, the Company discontinued the
amortization of its intangible assets effective September 30, 2001.

         Income Taxes. The Company's effective income tax rate for twenty-six
weeks ended March 30, 2002 was 37.6% compared to 39.4% in the comparable prior
year period. The decrease in the effective rate is primarily the result of tax
planning strategies implemented by the Company. These rates are based on the
Company's expected effective annual tax rate.

         Net Income. As a result of the above factors, net income was decreased
to $6.6 million for the twenty-six weeks ended March 2002 from $7.6 for the
twenty-six weeks ended March 31, 2001.


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LIQUIDITY AND CAPITAL RESOURCES

The Company's revolving credit line (the "Facility") provides for borrowings of
up to $110 million, subject to certain borrowing base limitations. Borrowings
under the Facility bear variable rates of interest (3.9% at March 30, 2002) and
are secured by substantially all of the Company's domestic assets. The Facility
matures in June 2003. As of March 30, 2002, an additional $76.0 million was
available for borrowings under the Facility.

Capital expenditures totaled $3.1 million for the twenty-six weeks ended March
30, 2002 and are expected to approximate $11.0 million for the entire fiscal
year. The expenditures expected for the remainder of the fiscal year primarily
relate to the construction of an administration building in Tampa, Florida,
which is expected to be completed during the quarter ended March 2003, and the
upgrade or replacement of various other equipment and computer systems including
hardware and software.

During the twenty-six weeks ended March 30, 2002, the Company generated $5.7
million of cash from its operations. This was primarily the result of net income
of $6.6 million (which included non-cash expenses of $3.0 million), a decrease
in prepaid expenses and other current assets of $10.4 million (which included
net cash proceeds of approximately $6.7 million from the sale of the former Duck
Head Apparel Company LLC headquarters and distribution center), and an increase
in accounts payable and accrued expenses of $3.1 million, offset in part by an
increase in accounts receivable of $10.9 million and an increase in inventories
of $6.6 million.

In connection with the Company's plan to consolidate certain functions of
Savane, (see Note 8), the Company expects to utilize approximately $13.0 million
in cash through the fourth quarter of calendar 2003 related to payments for
employee separations, employee relocation, moving costs and costs to terminate
certain operating leases.

During the twenty-six weeks ended March 30, 2002, the Company used $1.7 million
of cash for financing activities principally to reduce borrowings under the
Facility. In March 2002, the Company completed the sale of the former Duck Head
Apparel Company LLC headquarters and distribution center located in Winder,
Georgia for a selling price of approximately $7.2 million. After the payment of
closing costs, the net proceeds of approximately $6.7 million were used to
reduce the Company's outstanding borrowings under its credit facility.

The Company believes that its existing working capital, borrowings available
under the Facility and internally generated funds provide sufficient resources
to support current business activities. To the extent that the Company seeks to
accelerate its growth plans, the Company may need to raise additional capital
either through the issuance of equity or debt securities or additional credit
facilities.

SEASONALITY

Historically, the Company's business has been seasonal, with slightly higher
sales and income in the second and third fiscal quarters. In addition, certain
of the Company's products, such as shorts and corduroy pants, tend to be
seasonal in nature. In the event such products represent a greater percentage of
the Company's sales in the future, the seasonality of the Company's 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. The Company's actual
results could differ materially from those anticipated in these forward-looking
statements as a result of certain factors including, without limitation:
difficulties in achieving continued operating efficiencies; our inability to
achieve projected revenue and earnings growth in fiscal 2002; disruptions in the
business associated with the consolidation of the cutting and administrative
functions of the Savane division from El Paso, Texas to Tampa, Florida;
disruptions in the business associated with discontinuing production in the
partially owned plants in Fiji; failure to achieve the planned cost savings
associated with the consolidation and reorganization; failure of the Company's
customers to accept the Company's integrated production and selling of products;
restrictions and limitations placed on us by our debt instruments; general
economic conditions, including but not necessarily limited to, recession or
other cyclical effects impacting our customers in the US or abroad, changes in
interest rates or


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currency exchange rates; potential changes in demand in the retail market;
reduction in the level of the consumer spending; the availability and price of
raw materials and global manufacturing costs and restrictions; increases in
costs; the continued acceptance of the Company's existing and new products by
its major customers; the financial strength of the Company's major customers;
delays or other difficulties in implementing the Company's business plans for
Duck Head; delays associated with the timing of shipment and acceptance of the
Victorinox(R) apparel line; the ability of the Company to continue to use
certain licensed trademarks and tradenames, including Victorinox(R), John
Henry(R), Bill Blass(R), and Van Heusen(R); 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 the Company's SEC reports and
announcements, including its 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 the Company undertakes
no obligation to update them.

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                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                       TROPICAL SPORTSWEAR INT'L CORPORATION
                                       -----------------------------------------
                                       (Registrant)



                                       /s/ N. Larry McPherson
                                       -----------------------------------------

                                       N. Larry McPherson
                                       Executive Vice President,
                                       Chief Financial Officer,
                                       and Treasurer
                                       (in the dual capacity of duly authorized
                                       officer and principal accounting officer)

May 15, 2002


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