`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                     June 28, 2003


                                                            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 August 6, 2003 there were 11,121,702 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                       18

Item 4     Controls and Procedures                                                          19


PART II    Other Information

Item 1     Legal Proceedings                                                                19

Item 2     Changes in Securities                                                            19

Item 3     Defaults upon Senior Securities                                                  19

Item 4     Submission of Matters to a Vote of Security Holders                              19

Item 5     Other Information                                                                19

Item 6     Exhibits and Reports on Form 8-K                                                 19







PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements

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


                                            Thirteen           Thirteen            Thirty-nine        Thirty-nine
                                           Weeks Ended        Weeks Ended          Weeks Ended        Weeks Ended
                                            June 28,           June 29,              June 28,           June 29,
                                              2003               2002                  2003               2002
                                        ------------------ ------------------   ------------------ ------------------

Net sales                                     $ 96,732          $ 116,262            $ 308,498          $ 346,883
Cost of goods sold                              87,706             84,855              255,649            249,926
                                        ------------------ ------------------   ------------------ ------------------
Gross profit                                     9,026             31,407               52,849             96,957
Selling, general and administrative
   Expenses                                     20,624             24,291               63,201             72,716
Other charges                                    2,361             12,316                6,113             12,316
                                        ------------------ ------------------   ------------------ ------------------
Operating income (loss)                        (13,959)            (5,200)             (16,465)            11,925
Other (income) expense:
   Interest expense, net                         3,046              3,520                8,743             10,681
   Other, net                                      220               (142)                (874)              (797)
                                        ------------------ ------------------   ------------------ ------------------
                                                 3,266              3,378                7,869              9,884

Income (loss) before income taxes              (17,225)            (8,578)             (24,334)             2,041
Provision (benefit) for income taxes            13,339             (2,947)              10,610              1,045
                                        ------------------ ------------------   ------------------ ------------------
Net income (loss)                              (30,564)            (5,631)             (34,944)               996

Foreign currency translations and
      Other                                        788                905                1,175              1,142
                                        ------------------ ------------------   ------------------ ------------------
Comprehensive income (loss)                   ($29,776)           ($4,726)            ($33,769)           $ 2,138
                                        ================== ==================   ================== ==================

Net income (loss) per share:
   Basic                                        ($2.75)            ($0.69)              ($3.16)             $0.13
                                        ------------------ ------------------   ------------------ ------------------
   Diluted                                      ($2.75)            ($0.69)              ($3.16)             $0.12
                                        ================== ==================   ================== ==================



                                                  See accompanying notes.


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


                                                                                June 28,          September 28,
                                                                                  2003                2002
                                                                            -----------------   ------------------
                    ASSETS                                                    (unaudited)           (audited)

          Current Assets:
             Cash and cash equivalents                                          $   8,855            $  28,284
             Marketable securities                                                      -               11,100
             Accounts receivable, net                                              78,608               91,009
             Inventories, net                                                      98,739               74,797
             Prepaid expenses and other current assets                             14,908               22,874
                                                                            -----------------   ------------------
                         Total current assets                                     201,110              228,064

          Property and equipment, net                                              57,040               48,473
          Intangible assets, including trademarks and goodwill, net                47,182               47,326
          Other assets                                                              8,182               12,345
                                                                            -----------------   ------------------
                         Total assets                                           $ 313,514            $ 336,208
                                                                            =================   ==================

                    LIABILITIES AND SHAREHOLDERS' EQUITY

          Current Liabilities:
             Accounts payable and accrued expenses                              $  38,356            $  60,599
             Revolving credit line                                                 33,476                    -
             Current portion of long-term debt and capital leases                   1,293                1,251
                                                                            -----------------   ------------------
                         Total current liabilities                                 73,125               61,850


          Long-term debt and capital leases                                       107,971              108,922
          Other non-current liabilities                                             9,414                9,064
                                                                            -----------------   ------------------
                   Total liabilities                                              190,510              179,836

          Shareholders' Equity:
             Preferred stock                                                            -                    -
             Common stock                                                             114                  110
             Additional paid in capital                                            88,947               88,549
             Accumulated other comprehensive loss                                  (3,948)              (5,122)
             Retained earnings                                                     37,891               72,835
                                                                            -----------------   ------------------
                         Total shareholders' equity                               123,004              156,372
                                                                            -----------------   ------------------

                         Total liabilities and shareholders' equity             $ 313,514            $ 336,208
                                                                            =================   ==================


                                                  See accompanying notes.



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


                                                                           Thirty-nine                Thirty-nine
                                                                           Weeks Ended                Weeks Ended
                                                                            June 28,                    June 29,
                                                                              2003                        2002
                                                                   ----------------------------    -------------------
OPERATING ACTIVITIES
Net income (loss)                                                        $    (34,944)                   $     996
Adjustments to reconcile net income (loss) to net cash
        (used in) provided by operating activities:
    Depreciation and amortization                                               5,001                        5,597
    Deferred income taxes and other                                             9,945                          778
Changes in operating assets and liabilities:
    Accounts receivable                                                        12,402                         (404)
    Inventories                                                               (23,942)                     (10,163)
      Prepaid expenses and other current assets                                 2,696                       11,834
      Accounts payable and accrued expenses                                   (21,429)                       8,790
                                                                       -------------------------    -------------------
    Net cash (used in) provided by operating activities                       (50,271)                      17,428
                                                                       -------------------------    -------------------


INVESTING ACTIVITIES
Capital expenditures                                                          (14,986)                      (5,545)
Sale of marketable securities                                                  11,100                           86
Other, net                                                                        256                            -
                                                                       -------------------------    -------------------
    Net cash used in investing activities                                      (3,630)                      (5,459)
                                                                       -------------------------    -------------------


Financing activities:
Net change in revolving credit line, long-term debt and capital leases         32,117                      (40,833)
Proceeds from sale of common stock                                                  -                       63,870
Proceeds from exercise of stock options                                             5                        2,588
                                                                       =========================    ===================
      Net cash provided by financing activities                                32,122                       25,625
                                                                       -------------------------    -------------------

Change in currency translation and other                                        2,350                        1,172
Net (decrease) increase in cash and cash equivalents                          (19,429)                      38,766
Cash and cash equivalents at beginning of period                               28,284                        1,714
                                                                       -------------------------    -------------------
Cash and cash equivalents at end of period                                     $8,855                      $40,480
                                                                       =========================    ===================

                                                  See accompanying notes.



                                           TROPICAL SPORTSWEAR INT'L CORPORATION
                                   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                        (UNAUDITED)
                                           June 28, 2003 and September 28, 2002
                                    (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  28,  2002.  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 thirty-nine weeks ended June 28, 2003 are
not necessarily indicative of results that may be expected for the entire fiscal year ending September 27, 2003.

The Company has reconsidered  the  classification  of the revolving credit line in accordance with Emerging Issues Task Force
95-22,  "Balance  Sheet  Classification  of  Borrowings  Outstanding  under  Revoliving Credit Agreements That Include Both a
Subjective Acceleration Clause and a Lock-Box Arrangement."   Accordingly, the Company has restated the classification of the
revoliving credit line from long-term to current as of June 28, 2003.

2.  INVENTORIES

Inventories consist of the following:
                                                             June 28,         September 28,
                                                               2003               2002
                                                          -------------    ------------------
        Raw materials                                         $ 6,895            $ 7,772
        Work in process                                        13,548             18,696
        Finished goods                                         87,708             51,736
        Reserve for excess and slow moving inventory           (9,412)            (3,407)
                                                          -------------    ------------------
                                                              $98,739            $74,797
                                                          =============    ==================

3.  DEBT AND CAPITAL LEASES

Revolving credit line, debt and capital leases consist of the following:

                                                           June 28,           September 28,
                                                             2003                  2002
                                                       ----------------    -------------------
        Revolving credit line                                $ 33,476            $     -
        Real estate loan                                        7,000              7,000
        Senior subordinated notes                             100,000            100,000
        Other                                                   2,264              3,173
                                                        ---------------    -------------------
                                                              142,740            110,173
        Less current maturities                               (34,769)            (1,251)
                                                        ---------------    -------------------
        Long-term debt and capital leases                    $107,971           $108,922
                                                        ===============    ===================

On June 6, 2003 the Company renewed its revolving  credit line (the  "Facility").  The Facility  provides for borrowings of
up to $95.0 million,  subject to certain borrowing base  limitations.  Borrowings under the Facility bear variable rates of
interest  based on LIBOR plus an  applicable  margin  (3.7% at June 28, 2003) and are secured by  substantially  all of the
Company's  domestic  assets.  The  Facility  matures in June 2006.  Under the terms of the  Facility,  the  Company is only
subject to  financial  covenants  when  availability  is below  $20.0  million.  As of June 28,  2003,  $42.1  million  was
available  for  borrowings  under  the  Facility.  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 $33.5  million have been  classified as short-term as of June
28, 2003.

As of June 28, 2003, the Company violated  certain of the financial covenants  associated  with a real estate loan, held by
Bank of America, and was in technical default under terms of the real estate loan and in technical  default under the terms
of the  Facility,  due to the cross default  provision.  Fleet  Capital  has  agreed to assume  this real  estate  loan and
eliminate  all  financial covenants.  Additionally,  all other lenders in the  Facility  agreed to waive the cross  default
provision  that was  triggered  by the  default on the real estate  loan.  The  Company is party to an  interest  rate swap
agreement which had the effect of fixing the  interest rate on $7.0  million of the real  estate  loan.  The  Company  will
terminate the interest rate swap agreement concurrent with Fleet Capital assuming the loan.


4.  EARNINGS PER SHARE

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

                                             Thirteen          Thirteen          Thirty-nine       Thirty-nine
                                           Weeks ended        Weeks ended        Weeks ended       Weeks ended
                                             June 28,          June 29,           June 28,           June 29,
                                               2003              2002               2003               2002
                                          ---------------    --------------     --------------    ---------------
Numerator for basic net income (loss)
per share:
     Net income (loss)                         ($30,564)          ($5,631)          ($34,944)              $ 996

Denominator for basic net income (loss)
per share:
     Weighted average shares of common
     stock outstanding                            11,118             8,204             11,066              7,877

Effect of dilutive stock options using
the treasury stock method                              -                 -                  -                224
                                          ---------------    --------------     --------------    ---------------
Denominator for diluted net income
(loss) per share                                  11,118             8,204             11,066              8,101
                                          ===============    ==============     ==============    ===============
Net income (loss) per common share:
     Basic                                       ($2.75)           ($0.69)            ($3.16)              $0.13
                                          ===============    ==============     ==============    ===============
     Diluted                                     ($2.75)           ($0.69)            ($3.16)              $0.12
                                          ===============    ==============     ==============    ===============

For periods where the company  incurred a net operating  loss, the effect of stock options is excluded from the computation
of diluted earnings per share because their inclusion in the calculation would have been anti-dilutive.


5.  SALE OF DUCK HEAD(R)TRADEMARKS

On June 2, 2003, the Company announced its sale of the Duck Head(R)trademarks to Goody's Family Clothing, Inc.  ("Goody's")
for $4.0 million in cash.  Under the purchase  agreement,  the Company will continue to sell existing Duck Head(R)inventory
for a period of time and Goody's  will  purchase  certain  remaining  inventory  from the Company no later than  October 1,
2003.  Goody's has also assumed all licenses  associated with the Duck Head(R)trademarks.  In connection with the sale, the
Company  recorded a net gain of $3.7 million,  which is net of expenses  related the sale and a reduction of certain of the
remaining assets, including inventory.

On January  20,  2003,  the  Company  announced  its  intention  to exit its Duck Head(R)retail  outlet  business as leases
expired.  With the sale of the Duck Head(R)trademarks,  the timing of the exit from this business will be accelerated and a
substantial  portion of the net proceeds from the sale of the brand will be used for the  accelerated  closure.  All retail
outlet stores are expected to be closed no later than September 2003.


6.  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  has  completed  all aspects of this
consolidation  in the fiscal  quarter ending March 29, 2003. As part of the  consolidation,  the Company has vacated its El
Paso, Texas administration building and cutting facility.

As a result of these  initiatives  (internally  referred  to as "Project  Synergy"),  the Company  recorded  exit  accruals
related to this  consolidation  during fiscal 2002. As of June 28, 2003, the Company has an accrual of  approximately  $1.7
million,  related to exit costs, which primarily consist of lease  terminations.  The activity in the exit accruals related
to Project Synergy during the thirty-nine weeks ended June 28, 2003 were as follows:

                                   Thirty-nine weeks
                                         ended
                                     June 28, 2003
                                 -----------------------

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


The Company has remaining accrued liabilities related to the 1998 acquisition of Savane International Corp. The exit costs
primarily consist of estimated lease  termination  costs and related  expenses.  The activity in the exit accruals related
to this acquisition during the thirty-nine weeks ended June 28, 2003 were as follows:


                                   Thirty-nine weeks
                                         ended
                                     June 28, 2003
                                 -----------------------

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


7.  RECENT ACCOUNTING PRONOUNCEMENTS

In October 2001, the Financial  Accounting  Standards Board (FASB) issued  Statement of Financial  Accounting  Standard No.
144,  "Accounting  for the  Impairment  or Disposal of  Long-Lived  Assets"  (Statement  No. 144),  which is effective  for
financial  statements  issued for fiscal years  beginning  after December 15, 2001 and interim  periods within those fiscal
years.  Statement No. 144 supersedes  Statement of Financial  Accounting  Standard No. 121,  "Accounting for the Impairment
of Long-Lived  Assets and for Long-Lived  Assets to be Disposed Of," and provides a single  accounting model for long-lived
assets to be disposed  of. The  adoption of  Statement  No. 144 has not had a material  impact on the  Company's  financial
position and results of operations.

In April 2002, the FASB issued Statement of Financial  Accounting  Standard No. 145,  "Rescission of FASB Statements No. 4,
44 and 64,  Amendment of FASB  Statement No. 13, and Technical  Corrections"  (Statement  No. 145),  which is effective for
fiscal years  beginning  after May 15, 2002.  This  Statement  rescinds FASB Statement No. 4,  "Reporting  Gains and Losses
from  Extinguishment of Debt," as well as an amendment of that Statement,  FASB Statement No. 64,  "Extinguishments of Debt
Made to Satisfy  Sinking-Fund  Requirements,"  as debt  extinguishments  are no longer  classified as  extraordinary  items
unless  they meet the  requirements  in  Accounting  Principles  Board  Opinion No. 30 of being  unusual  and  infrequently
occurring.  The  adoption of  Statement  No. 145 has not had a material  impact on the  Company's  financial  position  and
results of operations.

In June 2002, the FASB issued  Statement of Financial  Accounting  Standard No. 146,  "Accounting for Costs Associated with
Exit or Disposal  Activities"  (Statement No. 146),  which is effective for exit or disposal  activities that are initiated
after  December 31, 2002.  Statement No. 146 nullifies  Emerging  Issues Task Force No. 94-3,  "Liability  Recognition  for
Certain  Employee  Termination  Benefits  and Other  Costs to Exit an  Activity  (including  Certain  Costs  Incurred  in a
Restructuring)"  (EITF 94-3).  Statement No. 146 requires that a liability for a cost  associated  with an exit or disposal
activity be recognized  when the liability is incurred and eliminates the  definition  and  requirements  of recognition of
exit costs in EITF 94-3. The adoption of Statement No. 146 will affect the timing of recognition of costs  associated  with
any future restructuring activities.

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 and
interim  periods  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. We adopted the accounting and disclosure  requirements  of FIN 45, which
resulted in no material impact on our 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  Interpretation's  consolidation  provisions  apply in the interim  period
beginning June 29, 2003.   The Company does not expect the  Interpretation  to have a material  impact on its  consolidated
financial statements.


8.  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 income per share information):

                                                           Thirteen                  Thirteen
                                                         Weeks ended               Weeks ended
                                                           June 28,                  June 29,
                                                             2003                      2002
                                                     ---------------------     ---------------------

Net loss                                                      ($30,564)                  ($5,631)
Pro forma compensation expense, net of tax                        (101)                   (1,776)
                                                     ---------------------     ---------------------
Pro forma net loss                                            ($30,665)                  ($7,407)
                                                     =====================     =====================

Net loss per share-basic                                       ($ 2.75)                   ($0.69)
Net loss per share-diluted                                     ($ 2.75)                   ($0.69)

Pro forma net loss per share-basic                             ($ 2.76)                   ($0.90)
Pro forma net loss per share-diluted                           ($ 2.76)                   ($0.90)



9.   SUPPLEMENTAL COMBINING CONDENSED FINANCIAL STATEMENTS

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

The  following is the  unaudited  supplemental  combining  condensed  statement of  operations  for the thirteen  weeks and
thirty-nine  weeks ended June 28, 2003, and the thirteen weeks and thirty-nine  weeks ended June 29, 2002, the supplemental
combining  condensed  balance sheet as of June 28, 2003 and September 28, 2002, and the  supplemental  combining  condensed
statement of cash flows for the  thirty-nine  weeks ended June 28, 2003,  and  thirty-nine  weeks ended June 29, 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.






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

Net sales                                $ 50,634       $35,275              $ 11,679        $   (856)           $ 96,732
Gross profit                                6,971        (1,159)                3,317            (103)              9,026
Operating loss                             (2,629)      (11,053)                 (277)              -             (13,959)
Interest, income taxes and other, net      12,410         4,003                   192               -              16,605
Net loss                                  (15,039)      (15,056)                 (469)              -             (30,564)



                                                                    Thirteen Weeks Ended June 29, 2002
                                              -------------------------------------------------------------------------------
Statement of Operations                    Parent         Guarantor       Non-Guarantor
                                            Only        Subsidiaries      Subsidiaries      Eliminations       Consolidated
                                         -----------    --------------    --------------    --------------    ---------------

Net sales                                  $ 50,435          $53,929           $12,225           $  (327)         $116,262
Gross profit                                 12,865           14,388             4,154                 -            31,407
Operating income (loss)                       3,774           (8,346)             (628)                -            (5,200)
Interest, income taxes and other, net         1,785             (560)              (70)             (724)              431
Net income (loss)                             1,989           (7,786)             (558)              724            (5,631)


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

Net sales                                 $ 151,141         $ 122,038          $36,772         ($ 1,453)          $308,498
Gross profit                                 26,728            14,841           11,531             (251)            52,849
Operating income (loss)                     (8,553)           (9,032)            1,120                -            (16,465)
Interest, income taxes and other, net       11,126              6,925              428                -             18,479
Net income (loss)                          (19,679)           (15,957)             692                -            (34,944)


                                                                Thirty-nine Weeks Ended June 29, 2002
                                         ------------------------------------------------------------------------------------
Statement of Operations                  Parent         Guarantor         Non-Guarantor
                                         Only           Subsidiaries      Subsidiaries      Eliminations       Consolidated
                                         -----------    --------------    -------------    ---------------    ---------------

Net sales                                  $152,158        $ 157,957          $37,467           ($ 699)           $346,883
Gross profit                                 38,692           45,638           12,627                 -              96,957
Operating income                             16,133           (5,060)             852                 -              11,925
Interest, income taxes and other, net         7,331            3,087              319               192              10,929
Net income (loss)                             8,802           (8,147)             533              (192)                996



                                                                           As of June 28, 2003
                                              -------------------------------------------------------------------------------
Balance Sheet                                    Parent         Guarantor      Non-Guarantor
                                                  Only         Subsidiaries    Subsidiaries    Eliminations     Consolidated
                                              -------------    ------------    ------------    -------------    -------------
ASSETS
Cash and cash equivalents                           $ 391          $ 1,130         $ 7,334          $    -           $ 8,855
Accounts receivable, net                           37,741           32,383           8,484               -            78,608
Inventories, net                                   43,150           44,857          10,732               -            98,739
Other current assets                                4,391            7,637           2,880               -            14,908
                                              -------------    ------------    ------------    -------------    -------------
         Total current assets                      85,673           86,007          29,430               -           201,110

Property and equipment, net                        47,511            6,818           2,711               -            57,040
Investment in subsidiaries and other assets       168,045           34,001         (11,397)       (135,285)           55,364
                                              -------------    ------------    ------------    -------------    -------------
         Total assets                            $301,229         $126,826         $20,744      ($ 135,285)         $313,514
                                              =============    ============    ============    =============    =============

LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued liabilities        $  34,777           ($ 679)         $4,258        $      -          $ 38,356
Current portion of revolving credit line,
    long-term debt and capital leases              33,737            1,003              29               -            34,769
                                              -------------    ------------    ------------    -------------    -------------
       Total current liabilities                   68,514              324           4,287               -            73,125
Long-term debt and noncurrent portion of
    capital leases                                107,453              419              99               -           107,971
Other noncurrent liabilities                        1,295            8,012             107               -             9,414
Shareholders' equity                              123,967          118,072          16,250        (135,285)          123,004
                                              -------------    ------------    ------------    -------------    -------------
       Total liabilities and shareholders'
    equity                                      $ 301,229         $126,827         $20,743       ($135,285)         $313,514
                                              =============    ============    ============    =============    =============







                                                                         As of September 28, 2002
                                              -------------------------------------------------------------------------------
Balance Sheet                                   Parent          Guarantor      Non-Guarantor
                                                 Only          Subsidiaries    Subsidiaries     Eliminations     Consolidated
                                              -------------    ------------    ------------    -------------    -------------
ASSETS
Cash and cash equivalents                      $   24,274           $  167         $ 3,843         $     -          $ 28,284
Marketable securities                              11,100               -               -                -            11,100
Accounts receivable, net                           44,317           36,045          10,647               -            91,009
Inventories, net                                   34,867           31,050           8,880               -            74,797
Other current assets                               10,494            9,234           3,146               -            22,874
                                              -------------    ------------    ------------    -------------    -------------
       Total current assets                       125,052           76,496          26,516               -           228,064

Property and equipment, net                        37,152            8,759           2,562               -            48,473
Investment in subsidiaries and other assets       135,189           68,557         (6,638)        (137,437)           59,671
                                              -------------    ------------    ------------    -------------    -------------
       Total assets                              $297,393         $153,812         $22,440      ($ 137,437)         $336,208
                                              =============    ============    ============    =============    =============

LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued liabilities          $43,265          $12,394         $ 5,161         $ (221)         $  60,599
Current portion of long-term debt and
   capital leases                                     274              948              29              -              1,251
                                              -------------    ------------    ------------    -------------    -------------
       Total current liabilities                   43,539           13,342           5,190           (221)            61,850
Long-term debt and noncurrent portion of
   capital  leases                                107,643            1,178             101              -            108,922
Other noncurrent liabilities                        1,170            7,864              30              -              9,064
Shareholders' equity                              145,041          131,428          17,119       (137,216)           156,372
                                              -------------    ------------    ------------    -------------    -------------
       Total liabilities and shareholders'
    equity                                       $297,393         $153,812         $22,440     ($ 137,437)          $336,208
                                              =============    ============    ============    =============    =============





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

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


                                                                    Thirty-nine Weeks Ended June 29, 2002
                                                -----------------------------------------------------------------------------
Statement of Cash Flows                           Parent        Guarantor     N9n-Guarantor
                                                   Only        Subsidiaries   Subsidiaries    Eliminations      Consolidated
                                                -----------    -----------    -------------   -------------    --------------

Net cash provided by operating activities        $ 14,221         $  2,026        $ 1,181         $    -         $  17,428
Net cash used in investing activities              (4,287)            (957)          (215)             -            (5,459)
Net cash provided by (used in) financing
activities                                         27,373           (2,601)           853              -            25,625
Other                                                (394)           1,566              -              -             1,172
Net increase in cash                               36,913               34          1,819              -            38,766
Cash and cash equivalents, beginning of period        190              249          1,275              -             1,714
Cash and cash equivalents, end of period           37,103              283          3,094              -            40,480


10. CONTINGENCIES

In connection  with the  transition of the  Company's  Victorinox(R)apparel  division to Swiss Army Brands,  Inc.,  ("Swiss
Army"),  Swiss  Army  is  currently  disputing  certain  aspects  of  the  transition  agreement  and  have  failed  to pay
approximately $4.8 million due under the transition  agreement.   On June 3, 2003, the Company filed a declaratory judgment
action against Swiss Army,  seeking  judicial  interpretation  of the agreement.   The Company and Swiss Army have recently
agreed to mediation in an attempt to quickly resolve the issue.   However,  there can be no assurance that the $4.8 million
will be collected in the fourth quarter or in its entirety.

Other than the above matter, the Company is not involved in any legal  proceedings,  other than various claims and lawsuits
arising in the normal course of the Company's  business,  that the Company  believes could reasonably be expected to have a
material adverse effect on the Company's business, financial position or results of operations.

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
have  discontinued  factoring of our  receivables,  but have maintained  credit  insurance for those accounts which we deem
necessary.  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 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.

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 carry  forwards,  foreign net operating  loss carry  forwards,  foreign tax credit carry  forwards and
certain  other  accruals.  We have  recorded  valuation  allowances  to reduce the  deferred  tax assets  relating to these
operating  loss carry  forwards  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 - The Company accrues for contingent  obligations,  including estimated legal costs, when the obligations are
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.


Results of Operations

On April 18, 2002 we  announced a plan to  consolidate  the  administrative,  cutting and related  functions  of the Savane
division in El Paso, Texas into the Tampa,  Florida  facility.  We have completed all aspects of this  consolidation in the
fiscal  quarter  ending  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 have resulted in delays in  delivering  products to our customers and
lost sales in our first  quarter and second  quarters of fiscal 2003.  In  addition,  during the first six months of fiscal
2003,  we recorded  sales  allowances  of  approximately  $5.6  million  related to  delivery  issues  associated  with the
consolidation project.

In May 2003, we  transitioned our  Victorinox(R)apparel  division to Swiss  Army.  On June 2, 2003 we sold the Duck Head(R)
trademarks to Goody's  Family  Clothing,  Inc.  ("Goody's")  for $4.0 million in cash.  Under the purchase  agreement,  the
Company will  continue to sell existing  Duck Head(R)inventory for a period of time and that Goody's will purchase  certain
remaining  inventory  from the Company no later than  October 1, 2003.  Goody's has also  assumed all  licenses  associated
with the Duck Head(R)trademarks.  On January 20, 2003,  we  announced  our intention to exit our Duck Head(R)retail  outlet
business as leases expire.  With the sale of the Duck Head(R)trademarks,  the timing of this exit will be  accelerated  and
substantial portion of the $4.0 million in proceeds will be used for the accelerated closure.  All retail outlet stores are
expected to be closed no later than September 2003.  Duck Head(R),  Duck Head(R) retail outlets and  Victorinox(R)represent
less than 5% of our total  Fiscal  2003 year to date net sales.  We believe  that  exiting  these  businesses  will free up
valuable resources that can be devoted to our core business.

We have continued the  realignment  of our business by disposing of the  unprofitable  businesses  noted above and reducing
operating expenses.  We have also completed the transition of our Mexico production to the Dominican Republic.

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


                                             Thirteen           Thirteen          Thirty-nine        Thirty-nine
                                            Weeks ended       Weeks ended         Weeks ended        Weeks ended
                                             June 28,           June 29,           June 28,           June 29,
                                               2003               2002               2003               2002
                                           --------------    ---------------    ----------------    --------------

Net sales                                       100.0%            100.0%             100.0%              100.0%
Cost of goods sold                               90.7              73.0               82.9                72.0
                                           --------------    ---------------    ----------------    --------------
Gross profit                                      9.3              27.0               17.1                28.0
Selling, general and administrative              21.3              20.9               20.4                21.0
expenses
Other charges                                     2.4              10.6                2.0                 3.6
                                           --------------    ---------------    ----------------    --------------
Operating income (loss)                         (14.4)             (4.5)              (5.3)                3.4
Interest expense, net                             3.2               2.9                2.8                 3.0
Other, net                                        0.2              (0.1)              (0.2)               (0.2)
                                           --------------    ---------------    ----------------    --------------
Income (loss) before income taxes               (17.8)             (7.3)              (7.9)                0.6
Provision (benefit) for income taxes            (13.8)             (2.5)              (3.4)                0.3
                                           --------------    ---------------    ----------------    --------------
Net income (loss)                               (31.6)%            (4.8)%            (11.3)%               0.3%
                                           ==============    ===============    ================    ==============


Thirteen weeks ended June 28, 2003 compared to the thirteen weeks ended June 29, 2002

         Net Sales.  Net sales  decreased to $96.7 million for the third quarter of fiscal 2003 from $116.3  million in the
comparable  prior year  quarter.  The decrease was  primarily  due to a decrease in units shipped and a decrease in average
price per unit as a result of the poor retail  environment.  Net sales were also  impacted by higher than normal  levels of
returns and allowances.

         Gross  Profit.  Gross profit  decreased to $9.0  million,  or 9.3% of net sales,  for the third  quarter of fiscal
2003,  from $31.4  million,  or 27.0% of net sales,  for the  comparable  prior year  quarter.  The  reduction in the gross
margin was due to a combination of factors  including  lower average selling prices and higher than normal levels of excess
inventory sold at discounted  prices.  Additionally,  the market for excess  inventory has become much more  competitive as
many other  suppliers  are actively  disposing of excess  inventory.  The lower market  prices  caused us to record  higher
reserves for remaining  excess  inventory.  Lastly,  sales of higher margin  branded  products were a lower portion of this
year's sales.

         Selling,  General and  Administrative  Expenses.  Selling,  general and administrative expenses decreased to $20.6
million, or 21.3% of net sales, for the third quarter of fiscal 2003,  from $24.3 million,  or 20.9% of net sales,  for the
comparable prior year quarter.  The decrease in operating  expenses was primarily due to successful cost cutting  measures,
including reduced compensation, advertising and other discretionary spending reductions.

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

         Interest  Expense.  Interest  expense  decreased to $3.0 million for the third  quarter of fiscal 2003,  from $3.5
million for the comparable prior year quarter.  The decrease was primarily due to lower average outstanding borrowings.

         Income  Taxes.  We  currently  have $19.5  million  of net  deferred  tax assets  comprised  of  temporary  timing
differences  of future  deductible  expenses and net  operating  losses  available to offset future  taxable  income in the
United  States.  After review of the provisions of Statement of Financial  Accounting  Standards No. 109  ("Accounting  for
Income  Taxes"),  we have provided a full  valuation  allowance  against these assets.  That  valuation  allowance of $19.5
million is included in our third  quarter  income tax  provision as a non-cash  increase to tax  expense.  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
those future years.

Thirty-nine weeks ended June 28, 2003 compared to the thirty-nine weeks ended June 29, 2002

         Net Sales.  Net sales  decreased  to $308.5  million  for the  thirty-nine  weeks  ended June 28, 2003 from $346.9
million in the  comparable  prior year  period.  This  decrease  was  primarily  due to a decrease in the  average  selling
prices,  and higher  than  normal  levels of returns  and  allowances  including  approximately  $5.6  million of  customer
allowances due to production delay issues related to Project Synergy.

         Gross Profit.  Gross profit  decreased to $52.8 million,  or 17.1% of net sales,  for the thirty-nine  weeks ended
June 28, 2003,  from $97.0  million,  or 28.0% of net sales,  for the  comparable  prior year period.  The reduction in the
gross margin  percentage was due to a combination of factors  including lower average selling prices and higher than normal
amounts of excess  inventory  sold at  discounted  prices.  Additionally,  the market for excess  inventory has become much
more  competitive as many other  suppliers are actively  disposing of excess  inventory.  The lower market prices caused us
to record higher reserves for remaining  excess  inventory.  Lastly,  sales of higher margin branded  products were a lower
portion of this year's sales.

         Selling,  General and  Administrative  Expenses.  Selling, general and administrative  expenses decreased to $63.2
million, or 20.4% of net sales,  for the thirty-nine  weeks ended June 28, 2003, from $72.7 million, or 21.0% of net sales,
for the comparable prior year period.  The decrease in operating  expenses was  primarily  due to  successful  cost cutting
measures, including reduced compensation, advertising and other discretionary spending reductions.

         Other  Charges.  Other charges of $6.1 million was  comprised  of a $5.3  million  charge  related to a separation
agreement with our former  chief  executive  officer,  $2.8  million  estimated  loss on the  sale of one of our  corporate
aircraft, $2.2 million related to reserves for contract disputes/litigations,  $0.8 million related to partial  termination
costs for our Duck Head(R)retail outlet business and $0.2 million for investment banking advisory fees, offset in part by a
$3.7 million gain on the sale of the Duck Head(R)trademarks and a $1.5 million  reduction to previously recorded  estimates
for severance, relocation, and lease termination costs related to Project Synergy.

         Interest  Expense.  Interest expense decreased to $8.7 million for the thirty-nine weeks ended June 28, 2003, from
$10.7  million  for the  comparable  prior year  period.  The  decrease  was  primarily  due to lower  average  outstanding
borrowings.

         Income  Taxes.  We  currently  have $19.5  million  of net  deferred  tax assets  comprised  of  temporary  timing
differences  of future  deductible  expenses and net  operating  losses  available to offset future  taxable  income in the
United  States.  After review of the provisions of Statement of Financial  Accounting  Standards No. 109  ("Accounting  for
Income  Taxes"),  we have provided a full  valuation  allowance  against these assets.  That  valuation  allowance of $19.5
million is included in our third  quarter  income tax  provision as a non-cash  increase to tax  expense.  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.


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  (3.7% at June 28,  2003) and are  secured by  substantially  all of the
Company's domestic assets.  The Facility matures in June 2006. Under the terms of the Facility, the Company is only subject
to financial covenants  when  availability  is below $20.0  million.  As of June 28, 2003,  $42.1 million was available for
borrowings under the Facility.  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 $33.5 million have been classified as short-term as of June 28, 2003.

As of June 28, 2003, the Company violated  certain of the financial covenants  associated  with a real estate loan, held by
Bank of America, and was in technical  default under terms of the real estate loan and in technical default under the terms
of the  Facility, due to the cross  default  provision.  Fleet  Capital  has  agreed to assume  this real  estate  loan and
eliminate all  financial covenants.  Additionally,  all other  lenders in the  Facility  agreed to waive the cross  default
provision that was  triggered  by the default  on the real  estate  loan.  The  Company is party to an  interest  rate swap
agreement  which had the effect of fixing the interest rate on $7.0  million of the real  estate  loan.  The  Company  will
terminate the interest rate swap agreement concurrent with Fleet Capital assuming the loan .

Capital expenditures  totaled $15.0 million for the  thirty-nine  weeks ended June 28, 2003 and are expected to approximate
$16.0 to $17.0 million for the entire  fiscal  year.  The  expenditures  expected  for the  remainder  of the  fiscal  year
primarily  relate to the upgrade or replacement of various other  equipment  and computer  systems  including  hardware and
software.

During the thirty-nine weeks ended June 28, 2003, we used $50.3 million of cash in our  operations.  This was primarily the
result of a net loss of $34.9 million (which included non-cash  expenses of $14.9  million),  an increase in inventories of
$23.9 million, a decrease in accounts receivable of $12.4 million,  a decrease in prepaid expenses and other current assets
of $2.7 million, and a decrease in accounts payable and accrued expenses of $21.5 million.

In  connection  with the disposal of our two corporate  aircraft,  we expect to use  approximately  $5.0 to $5.5 million of
cash to  terminate  the  underlying  leases.  We expect this to occur during our fourth  quarter.  In  connection  with the
final  closure  of our Duck  Head(R)retail  outlet  stores,  we expect to use  approximately  $1.5 to $2.0  million of cash
associated with lease terminations and severance.  We expect this to also occur during our fourth quarter.

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 failed to pay us  approximately  $4.8
million 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 have  recently  agreed to  mediation  in an
attempt to quickly  resolve the issue.  However,  there can be no assurance  that the $4.8 million will be collected in the
fourth quarter or in its entirety.

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 begin 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 Facility.  We have 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.  Although there can be no assurances,  we believe that our existing working capital and borrowings  available under
our Facility provide sufficient resources to support current business activities.


Seasonality

Our business has been generally seasonal, with higher sales and income in the second and third fiscal quarters.  Also, some
of our products,  such as shorts and corduroy  pants,  tend to be seasonal in nature.  If these types of seasonal  products
represent a greater percentage of our sales in the future, the seasonality of our sales may be increased.  This could alter
the  differences in sales and income levels in the  second  and third  fiscal  quarters  from the first and  fourth  fiscal
quarters.


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:  negative effects resulting from
increased  inventory  levels;  difficulties  in achieving  continued  operating  efficiencies;  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;  loss or reduction  of customer  programs or  customers  generally;  loss of programs or customers as a
result of product delivery  problems;  failure to achieve the planned cost savings  associated with the  consolidation  and
reorganization;  failure of our customers to accept our  post-consolidation  integrated production and selling of products;
disruptions 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.;  potential  negative
effects on  existing  customer  relationships  of  selling  the Duck  Head(R)trademarks;  the  potential  negative  effects
resulting from our decision to more quickly exit out of our Duck Head(R)retail outlet business;  potential negative effects
of loan agreement  covenant  violations,  should any occur;  potential  negative effects of transitioning a majority of our
production  from Mexico to the Dominican  Republic;  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 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); 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
Facility  and the 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 28, 2002.


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

Not Applicable

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 June 2, 2003,  Tropical  Sportswear Int'l Corporation issued a press release to announce the sale of the
                Duck Head(R)trademarks to Goody's Family  Clothing,  Inc. and that the Company had retained Merrill Lynch &
                Co. to assist in the evaluation of strategic alternatives for maximizing shareholder value.





                                                          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)

January 13, 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-Q filed August 12, 2002).
   *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 herewith)
   10.2           Asset  Purchase  Agreement  by  and among Goody's Family Clothing,  Inc., TSI Brands,  Inc., and Tropical
                  Sportswear Int'l Corporation dated May 30,2003 (filed herewith)
   31.1           Certification of Chief Executive  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.
   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.`