`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              January 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).
                                                              [X] Yes       [  ] No

As of February 11, 2004 there were 11,055,042 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                       19

Item 4     Controls and Procedures                                                          19


PART II    Other Information

Item 1     Legal Proceedings                                                                19

Item 2     Changes in Securities                                                            20

Item 3     Defaults upon Senior Securities                                                  20

Item 4     Submission of Matters to a Vote of Security Holders                              20

Item 5     Other Information                                                                20

Item 6     Exhibits and Reports on Form 8-K                                                 20




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)


                                               Fourteen           Thirteen
                                              Weeks Ended        Weeks Ended
                                              January 3,         December 28,
                                                 2004               2002
                                            ----------------  ------------------

 Net sales                                      $ 77,327            $ 99,041
 Cost of goods sold                               65,916              78,247
                                            ----------------  ------------------
 Gross profit                                     11,411              20,794
 Selling, general and administrative
    expenses                                      17,913              22,304
 Other charges                                         -               3,752
                                            ----------------  ------------------
 Operating loss                                   (6,502)             (5,262)
 Other (income) expense:
    Interest expense, net                          3,437               2,889
    Other, net                                       228                 (91)
                                            ----------------  ------------------
                                                   3,665               2,798

 Loss before income taxes                        (10,167)             (8,060)
 Provision  (benefit) for income taxes               264              (3,042)
                                            ----------------  ------------------
 Net loss                                        (10,431)             (5,018)
 Foreign currency translation and other            1,367                 222
                                            ----------------  ------------------
 Comprehensive loss                             $ (9,064)          $  (4,796)
                                            ================  ==================

 Net loss per common share:
     Basic                                      $  (0.94)           $  (0.45)
                                            ================  ==================
     Diluted                                    $  (0.94)           $  (0.45)
                                            ================  ==================


                                              See accompanying notes.


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

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

          Current Assets:
             Cash and cash equivalents                                      $   7,974             $  4,485
             Accounts receivable, net                                          41,512               64,355
             Inventories, net                                                  66,384               73,293
             Prepaid expenses and other current assets                         10,534               11,001
             Assets held for sale                                               5,509                6,597
                                                                        -----------------   ------------------
                         Total current assets                                 131,913              159,731

          Property and equipment, net                                          34,040               34,902
          Trademarks, net                                                      12,925               12,936
          Other assets                                                          5,719                6,710
                                                                        -----------------   ------------------
                         Total assets                                       $ 184,597            $ 214,279
                                                                        =================   ==================

                    LIABILITIES AND SHAREHOLDERS' EQUITY

          Current Liabilities:
             Accounts payable and accrued expenses                          $  32,015            $  48,522
             Revolving credit line                                             22,633               25,685
             Current portion of long-term debt and capital leases               1,825                1,964
                                                                        -----------------   ------------------
                         Total current liabilities                             56,473               76,171


          Long-term debt and capital leases                                   107,208              107,772
          Other non-current liabilities                                         7,229                7,585
                                                                        -----------------   ------------------
                   Total liabilities                                          170,910              191,528

          Shareholders' Equity:
             Preferred stock                                                        -                    -
             Common stock                                                         111                  111
             Additional paid in capital                                        88,575               88,575
             Retained earnings (deficit)                                      (69,048)             (58,617)
             Accumulated other comprehensive loss                              (5,951)              (7,318)
                                                                        -----------------   ------------------
                         Total shareholders' equity                            13,687               22,751
                                                                        -----------------   ------------------

                         Total liabilities and shareholders' equity         $ 184,597            $ 214,279
                                                                        =================   ==================
                                              See accompanying notes.



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


                                                                          Fourteen              Thirteen
                                                                        Weeks Ended            Weeks Ended
                                                                         January 3,           December 28,
                                                                            2004                  2002
                                                                     -------------------    ------------------
OPERATING ACTIVITIES
Net loss                                                                 $ (10,431)              $ (5,018)
Adjustments to reconcile net loss to net cash
         provided by (used in) operating activities:
    Depreciation and amortization                                            1,496                  1,665
    Deferred income taxes and other                                            (80)                  (180)
Changes in operating assets and liabilities:
    Accounts receivable                                                     22,843                 10,803
    Inventories                                                              6,909                (13,431)
      Prepaid expenses and other current assets                              2,462                 (1,220)
      Accounts payable and accrued expenses                                (16,756)                (5,006)
                                                                        ------------------    -----------------
    Net cash provided by (used in) operating activities                      6,443                (12,387)
                                                                        ------------------    -----------------


INVESTING ACTIVITIES
Capital expenditures
                                                                              (452)                (5,813)
Sale of marketable securities                                                    -                 11,100
Other, net                                                                      59                     43
                                                                        ------------------    -----------------
    Net cash provided by (used in) investing activities                       (393)                 5,330
                                                                        ------------------    -----------------

Financing activities:
Net change in debt and capital leases
                                                                            (3,755)                  (318)
                                                                        ------------------    -----------------
      Net cash used in financing activities
                                                                            (3,755)                  (318)
                                                                        ------------------    -----------------

Change in currency translation                                               1,194                    171

Net  increase (decrease) in cash and cash equivalents                        3,489                 (7,204)
Cash and cash equivalents at beginning of period                             4,485                 28,284
                                                                        ------------------    -----------------
Cash and cash equivalents at end of period                                 $ 7,974               $ 21,080
                                                                        ==================    =================

                                              See accompanying notes.



                                       TROPICAL SPORTSWEAR INT'L CORPORATION
                               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                    (UNAUDITED)
                                       Fourteen weeks ended January 3, 2004
                                (In thousands, except share and 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  fourteen  weeks ended  January 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:

                                                                   January 3,           September 27,
                                                                      2004                   2003
                                                              -------------------    -------------------

        Raw materials                                                   $8,165                 $6,939
        Work in process                                                  4,224                  6,947
        Finished goods                                                  65,929                 71,479
        Reserve for excess and slow moving inventory                   (11,934)               (12,072)
                                                              -------------------    -------------------
                                                                       $66,384                $73,293
                                                              ===================    ===================


3.   DEBT AND CAPITAL LEASES

Debt and capital leases consist of the following:

                                                                   January 3,           September 27,
                                                                      2004                   2003
                                                              -------------------    -------------------
        Revolving credit line                                          $22,633                $25,685
        Real estate loan                                                 7,600                  8,000
        Senior subordinated notes                                      100,000                100,000
        Other                                                            1,433                  1,736
                                                              -------------------    -------------------
                                                                       131,666                135,421
        Less current maturities                                         24,458                 27,649
                                                              -------------------    -------------------
        Long-term debt                                                $107,208               $107,772
                                                              ===================    ===================

On June 6, 2003,  the Company  renewed its  revolving  credit line (the  "Facility").  The  Facility  provided  for
borrowings of up to $95.0 million,  subject to certain  borrowing base  limitations.  Borrowings under the Facility
bear  variable  rates of interest  based on LIBOR plus an  applicable  margin  (4.2% at January 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 $22.6 million have been classified as short-term as of January 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.
As of January 3, 2004,  $13.5 million was available for borrowings  under  the Facility.  On January 12, 2004,  the
Company  amended  the  Facility  (the "Amended Facility")  with Fleet Capital,  which among  other  things  reduces
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  is  currently  being  met.  The
Amended  Facility  contains  monthly  financial  covenants  of minimum  EBITDA levels,  which begin  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. 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 (5.2% at January 3, 2004).  The Real Estate Loan requires quarterly  principal  payments of $200,000,  which
commenced October 1, 2003,  and  monthly  interest  payments.  As of January 3, 2004,  the Real  Estate  Loan had a
balance of $7.6 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.   LOSS PER SHARE

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

                                                        Fourteen           Thirteen
                                                      Weeks ended        Weeks ended
                                                       January 3,        December 28,
                                                          2004               2002
                                                     ---------------    ---------------
Numerator for basic and diluted net loss per share:
    Net loss                                              $ (10,431)           $(5,018)
Denominator for basic net loss per share:
     Weighted average shares of common
        stock outstanding                                11,055,042         11,040,452

Effect of dilutive stock options using the treasury
    stock method                                                  -                  -
                                                     ---------------    ---------------
Denominator for diluted net loss per share               11,055,042         11,040,452
                                                     ===============    ===============
Net loss per common share:
    Basic                                                    $(0.94)            $(0.45)
                                                     ===============    ===============
    Diluted                                                  $(0.94)            $(0.45)
                                                     ===============    ===============


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
January 3, 2004, the Company has  approximately  $831,000  remaining of the accrual,  related to lease  termination
costs.  The activity in the exit accruals  related to Project  Synergy  during the fourteen  weeks ended January 3,
2004 were as follows:


                                  Fourteen weeks ended
                                    January 3, 2004
                                 -----------------------

Beginning balance                       $ 2,739
Cash payments                            (1,908)
                                 -----------------------
Ending balance                          $   831
                                 =======================



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 fourteen weeks ended January 3, 2004 were as follows:


                                  Fourteen weeks ended
                                    January 3, 2004
                                 -----------------------

Beginning balance                        $ 437
Cash payments                             (385)
                                 -----------------------
Ending balance                           $  52
                                 =======================


6.       RECENT ACCOUNTING PRONOUNCEMENTS

In December 2002, the FASB issued Statement of Financial  Accounting  Standards Statement No. 148,  "Accounting for
Stock-Based  Compensation - Transition  and  Disclosure"  (Statement No. 148),  which is effective for fiscal years
beginning  after  December 31, 2002.  Statement No. 148 amends FASB Statement No. 123,  Accounting for  Stock-Based
Compensation,  to provide  alternative methods of transition to the fair value method of accounting for stock-based
employee  compensation.  In addition,  Statement  No. 148 amends the  disclosure  provisions  of  Statement  123 to
require  disclosure  in the summary of  significant  accounting  policies of the effects of an entity's  accounting
policy with respect to stock-based  employee  compensation  on reported net income and earnings per share in annual
and  interim  financial  statements.  The  adoption  of  Statement  No.  148 has not had a  material  impact on the
Company's financial position and results of operations.

In  November  2002,  the  Financial  Accounting  Standards  Board  ("FASB")  issued  FASB  Interpretation  No.  45,
"Guarantor's Accounting and Disclosure  Requirements for Guarantees,  Including Indirect Guarantees of Indebtedness
of Others" ("FIN 45"). FIN 45 elaborates on the existing  disclosure  requirements for most  guarantees,  including
loan  guarantees  such as  standby  letters  of  credit.  It also  clarifies  that at the time a  company  issues a
guarantee,  the  company  must  recognize  an  initial  liability  for the fair  value,  or  market  value,  of the
obligations  it  assumes  under that  guarantee  and must  disclose  that  information  in its  interim  and annual
financial  statements.  FIN 45 is effective on a prospective  basis to guarantees issued or modified after December
31, 2002.  The  requirements  of FIN 45 are effective for financial  statements of interim or annual periods ending
after December 15, 2002. The Company  adopted the accounting and disclosure  requirements of FIN 45, which resulted
in no material impact on the financial statements.

In January  2003,  the FASB  issued  Interpretation  No. 46,  "Consolidation  of  Variable  Interest  Entities,  an
interpretation of Accounting Research Bulletin No. 51" (the  "Interpretation").   The  Interpretation  requires the
consolidation of entities in which an enterprise  absorbs a majority of the entity's  expected  losses,  receives a
majority of the entity's  expected  residual  returns,  or both,  as a result of  ownership,  contractual  or other
financial interests in the entity.   Currently,  entities are generally consolidated by an enterprise when it has a
controlling  financial  interest through  ownership of a majority voting interest in the entity.   The Company does
not expect the Interpretation to have any impact on its consolidated  financial  statements.  The Interpretation is
effective for the Company in the period ending after March 15, 2004.


7.  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.

As discussed in Note 6, the interim  information  regarding pro forma net income and earnings per share is required
by Statement  No. 123 and  Statement No. 148. For purposes of pro forma  disclosures,  the estimated  fair value of
the options is amortized to expense over the options'  vesting  period.  The Company's pro forma  information is as
follows (in thousands except for net loss per share information):


                                                Fourteen           Thirteen
                                              Weeks ended        Weeks ended
                                               January 3,        December 28,
                                                  2004               2002
                                             ---------------    ---------------

Net loss                                        $(10,431)           $(5,018)
Pro forma compensation expense, net of tax          (360)              (209)
                                             ---------------    ---------------
Pro forma net loss                              $(10,791)           $(5,227)
                                             ===============    ===============

Net loss per share-basic                          $(0.94)            $(0.45)
Net loss per share-diluted                        $(0.94)            $(0.45)

Pro forma net loss per share-basic                $(0.98)            $(0.47)
Pro forma net loss per share-diluted              $(0.98)            $(0.47)



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 fourteen weeks
ended  January 3, 2004 and the thirteen  weeks ended  December  28,  2002,  the  supplemental  combining  condensed
balance sheet as of January 3, 2004 and September 27, 2003, and the supplemental  combining  condensed statement of
cash flows for the fourteen  weeks ended  January 3, 2004,  and the  thirteen  weeks ended  December 28, 2002.  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.




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

Net sales                                      $ 31,204        $ 32,952         $ 13,341         $ (170)        $ 77,327
Gross profit                                      5,564           1,476            4,466            (95)          11,411
Operating income (loss)                          (3,714)         (3,170)             382              -           (6,502)
Interest, income taxes and other, net             1,086           2,718              125              -            3,929
Net income (loss)                                (4,800)         (5,888)             257              -          (10,431)





                                                                 Thirteen Weeks Ended December 28, 2002
                                              -----------------------------------------------------------------------------
Statement of Operations                         Parent        Guarantor      Non-Guarantor
                                                 Only        Subsidiaries    Subsidiaries    Eliminations     Consolidated
                                              -----------    ------------    -------------   -------------    --------------

Net sales                                      $ 46,756        $ 39,728         $ 12,835     $    (278)         $  99,041
Gross profit                                      8,649           7,865            4,354           (74)            20,794
Operating income (loss)                          (7,109)            995              852             -             (5,262)
Interest, income taxes and other, net            (2,369)          1,944              181             -               (244)
Net income (loss)                                (4,740)           (949)             671             -             (5,018)




                                                                          As of January 3, 2004
                                              ------------------------------------------------------------------------------
Balance Sheet                                   Parent       Guarantor       Non-Guarantor
                                                 Only       Subsidiaries     Subsidiaries    Eliminations     Consolidated
                                              -----------   -------------    -------------   -------------    --------------
ASSETS
Cash and cash equivalents                         $ 883          $ 1,012          $6,079         $    -           $ 7,974
Accounts receivable, net                         23,384           11,515           6,613              -            41,512
Inventories                                      33,972           23,348           9,064              -            66,384
Other current assets                              8,338            4,617           3,088              -            16,043
                                              -----------   -------------    -------------   -------------    --------------
         Total current assets                    66,577           40,492          24,844              -           131,913

Property and equipment, net                      27,027            4,893           2,120              -            34,040
Investment in subsidiaries and other assets     138,167           22,166         (10,657)      (131,032)           18,644
                                              -----------   -------------    -------------   -------------    --------------
         Total assets                          $231,771          $67,551         $16,307      $(131,032)         $184,597
                                              ===========   =============    =============   =============    ==============

LIABILITIES  AND STOCKHOLDERS' EQUITY
Accounts payable and accrued liabilities       $ 23,476           $2,662         $ 5,877        $     -          $ 32,015
Current portion of revolving credit line,
    long-term debt and capital leases            23,681              761              16              -            24,458
                                              -----------   -------------    -------------   -------------    --------------
       Total current liabilities                 47,157            3,423           5,893              -            56,473
Long-term debt and noncurrent portion of
    capital leases                              107,125                -              83              -           107,208
Other noncurrent liabilities                          8            7,104             117              -             7,229
Stockholders' equity                             77,481           57,024          10,214       (131,032)           13,687
                                              -----------   -------------    -------------   -------------    --------------
       Total liabilities and stockholders'
    equity                                     $231,771          $67,551         $16,307      $(131,032)         $184,597
                                              ===========   =============    =============   =============    ==============




                                                                        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
Marketable securities                                 -                -                -             -                 -
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 leases                               107,590               87               95             -           107,772
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
                                              ===========   =============    =============   =============    ==============






                                                                  Fourteen Weeks Ended January 3, 2004
                                              ------------------------------------------------------------------------------
Statement of Cash Flows                         Parent       Guarantor       Non-Guarantor
                                                 Only       Subsidiaries     Subsidiaries    Eliminations      Consolidated
                                              -----------   -------------    -------------   --------------    -------------

Net cash provided by (used in) operating
   activities                                 $  4,405        $   764            2,974        $ (1,700)         $   6,443
Net cash provided by (used in) investing
   activities                                     (311)            15              (97)              -               (393)
Net cash provided by (used in) financing
   actvities                                    (3,521)          (207)             (27)              -             (3,755)
Other                                               92              -             (598)          1,700              1,194
Net increase in cash and cash equivalents          665            572            2,252               -              3,489
Cash and cash equivalents, beginning of
   period                                          218            440            3,827               -              4,485
Cash and cash equivalents, end of period           883          1,012            6,079               -              7,974




                                                                 Thirteen Weeks Ended December 28, 2002
                                              ------------------------------------------------------------------------------
Statement of Cash Flows                         Parent       Guarantor       Non-Guarantor
                                                 Only       Subsidiaries     Subsidiaries    Eliminations      Consolidated
                                              -----------   -------------    -------------   --------------    -------------

Net cash provided by (used in) operating
   activities                                 $(14,961)         $ 866            1,708         $      -         $ (12,387)
Net cash provided by (used in) investing
   activities                                    5,842           (432)             (80)               -             5,330
Net cash provided by (used in) financing
   activities                                      (82)          (335)              99                -              (318)
Other                                                -              -              171                -               171
Net increase (decrease) in cash and cash
   equivalents                                  (9,201)            99            1,898                -            (7,204)
Cash and cash equivalents, beginning of
   period                                       24,274            167            3,843                -            28,284
Cash and cash equivalents, end of period        15,073            266            5,741                -            21,080




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 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.
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 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  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  the first  half of fiscal  2004.  Gross
margins  for the first  quarter of fiscal  2004 were  reduced  due to the  continued  selling of excess  inventory,
particularly for sales of the Savane(R)branded product.

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  will free up valuable
resources that can be devoted to our core business.

We completed the transition of the majority of our Mexico  production to the Dominican  Republic  during the fourth
quarter of fiscal 2003.  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 the first  quarter of 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
per annum.  The full  effect of this  reduction  should  occur  during the third  quarter of this fiscal  year.  In
addition,  we have decided to transition  our Tampa,  Florida  cutting  operations to  contractors in the Dominican
Republic and Honduras.  The phase out of our Tampa,  Florida cutting  operations is expected to be completed during
March 2004.

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 will
assist  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:

                                             Fourteen           Thirteen
                                            Weeks ended       Weeks ended
                                            January 3,        December 28,
                                               2004               2002
                                           --------------    ---------------

Net sales                                       100.0%            100.0%
Cost of goods sold                               85.2              79.0
                                           --------------    ---------------
Gross profit                                     14.8              21.0
Selling, general and administrative
expenses                                         23.2              22.5
Other charges                                     -                 3.8
                                           --------------    ---------------
Operating loss                                   (8.4)             (5.3)
Interest expense, net                            (4.4)             (2.9)
Other, net                                       (0.3)              0.1
                                           --------------    ---------------
Loss before income taxes                        (13.1)             (8.1)
Provision (benefit) for income taxes              0.4              (3.0)

                                           --------------    ---------------
Net loss                                        (13.5)%            (5.1)%
                                           ==============    ===============


Fourteen weeks ended January 3, 2004 compared to the thirteen weeks ended December 28, 2002

         Net Sales.  Net sales  decreased to $77.3  million for the first quarter of fiscal 2004 from $99.0 million
in the  comparable  prior year quarter.  The decrease was primarily due to a 5% decrease in average  selling prices
and a 18% decrease in units  shipped.  During the first  quarter of fiscal 2004, we shipped fewer full priced units
than the first  quarter of fiscal 2003.  In  addition,  the average  selling  price was impacted by 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 quarter of fiscal 2004.
We expect  fiscal 2004 sales of Savane(R)and private label products to be slightly  below fiscal 2003 levels due to
a continuing difficult retail environment.

         Gross  Profit.  Gross profit  decreased to $11.4  million,  or 14.8% of net sales for the first quarter of
fiscal 2004 from $20.8  million,  or 21.0% of net sales for the  comparable  prior year  quarter.  The reduction in
the gross margin  percentage was due to a decrease in average  selling price of 5% and lower gross margins on sales
of excess inventory.  Sales of branded products,  which typically generate higher margins,  were a lower portion of
sales in the first quarter of fiscal 2004. As excess  inventory is sold,  we expect to partially  reduce  inventory
reserves  during fiscal 2004.  To the extent that excess  inventory,  continues to be sold in fiscal 2004,  reduced
gross margins could continue to impact fiscal 2004 results.

         Selling,  General and Administrative  Expenses.  Selling, general and administrative expenses decreased to
$17.9  million,  or 23.2% of net sales for the first quarter of fiscal 2004,  from $22.3  million,  or 22.5% of net
sales,  for the  comparable  prior year quarter.  The decrease in  operating  expenses  was  primarily  due to cost
cutting measures  resulting from the consolidation of our El Paso, Texas operations to Tampa,  Florida and to other
discretionary spending  reductions.  Significant areas of cost reduction included  salaries,  co-op advertising and
costs related to the Company's  lease  payments for its corporate  aircraft which were terminated  during the first
quarter of fiscal 2004.  As discussed  in  Liquidity  and Capital  Resources,  we anticipate  incurring  additional
advertising to support the Savane(R)brand in fiscal 2004.

         Other Charges.  Other charges in the first quarter of fiscal 2003 were  comprised of a $5.7 million charge
related to a  separation agreement  with our  former  chief  executive  officer,  offset in part by a $1.9  million
reduction of estimated costs for Project Synergy.

         Interest  Expense.  Interest expense  increased to $3.4 million for the first quarter of fiscal 2004, from
$2.9 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  Loss.  As a result  of the  above  factors,  we  incurred  a net loss of $10.4  million for the first
quarter of fiscal 2004 compared to a net loss of $5.0 million in the comparable prior year quarter.


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  (4.2% at  January  3,  2004),  and are  secured by
substantially  all of our 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 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 $22.6 million have been classified as short-term as of January 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.  As of
January 3, 2004,  $13.5 million was available for  borrowings  under the Facility.  On January 12, 2004, we amended
the Facility (the "Amended  Facility") with Fleet Capital,  which among other things reduces  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 is currently  being met. The Amended  Facility
also contains  monthly  financial  covenants of minimum EBITDA levels which begin 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.  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
(5.2% at January  3,  2004).  The Real  Estate  Loan  requires  quarterly  principal  payments of  $200,000,  which
commenced  October 1, 2003,  and  monthly  interest  payments.  As of January 3, 2004,  the Real Estate  Loan had a
balance of $7.6  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  discussed 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.  We have decided
not to occupy this  building and it is being marketed for sale.  Proceeds  from the sale of this  building  will be
used to pay down borrowings under the Amended Real Estate Loan and the 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 in the first
quarter of 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 fourteen  weeks  ended  January 3, 2004 and are  expected to
approximate  $3.5 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 fourteen  weeks ended January 3, 2004, we generated $6.4 million of cash from our  operations.  This was
primarily  the result of a decrease in accounts receivable  of $22.8  million,  a decrease in  inventories  of $6.9
million,  and a decrease in prepaid expenses and other current assets of $2.5 million, offset in part by a decrease
in  accounts  payable and  accrued  expenses  of $16.8  million, and a net loss of $10.4  million  (which  included
non-cash expenses of $1.4 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;
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; 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  such as our Savane(R)Motion Moves With You(TM)pant;  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

(a)      Evaluation of Disclosure Controls and Procedures

                Our Chief Executive  Officer and Chief Financial  Officer have evaluated the  effectiveness  of our
                disclosure  controls  and  procedures  (as such term is defined in Rules  13a-14(c)  and  15d-14(c)
                under the  Securities  Exchange  Act of 1934,  as amended) as of a date within 90 days prior to the
                filing date of this  quarterly  report  (the  "Evaluation  Date").  Based on such  evaluation,  our
                Chief  Executive  Officer and Chief  Financial  Officer have  concluded  that as of the  Evaluation
                Date, our disclosure  controls and procedures  provide  reasonable  assurance that they are alerted
                on a timely  basis to  material  information  relating  to Tropical  Sportswear  Int'l  Corporation
                (including  its  consolidated  subsidiaries)  required  to be  included  in our  reports  filed  or
                submitted under the Securities Exchange Act of 1934, as amended.

(b)      Changes in Internal Controls

                Since the  Evaluation  Date,  there have not been any  changes in our  internal  controls  or other
                factors that could significantly affect such controls.


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.  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  steps to  investigate  the  allegations  raised in the  derivative  demand  and  intends to take
appropriate action dependent upon the outcome of such investigation.

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




Item 2.  Changes in Securities

Not Applicable

Item 3.  Defaults upon Senior Securities

Not Applicable

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

Not Applicable

Item 5.  Other Information

Not Applicable

Item 6.  Exhibits and Reports on Form 8-K

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

(b)      Reports on Form 8-K

                On October 8, 2003,  we filed a Form 8-K to announce  that a lawsuit  seeking  class action  status
                was filed on October 2, 2003,  naming the  Company  and certain  current  and former  officers  and
                directors of the Company as defendants.

                On  December  29,  2003,  we filed a Form 8-K to announce  that the Company had  requested a 15-day
                extension with the SEC to file its Form 10-K, which was due on December 29, 2003.




                                                      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)

February 11, 2004



Index to Exhibits

Exhibit
Number                                                                              Description
------                                                                              -----------

   *3.1           Amended and Restated Articles of Incorporation of Tropical  Sportswear Int'l  Corporation  (filed
                  as Exhibit 3.1 to Tropical Sportswear Int'l Corporation's Form 10-Q filed May 14, 2002).
   *3.2           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-14 and
                  15d-4 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-14 and
                  15d-14 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.`