EXHIBIT 10.23

                SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT


         THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment")
is made and entered into this 27th day of August,  1998, by and between TROPICAL
SPORSTWEAR  INT'L  CORPORATION,  a Florida  corporation  ("Tropical"),  TROPICAL
SPORTSWEAR COMPANY, INC., a Delaware corporation ("TSCI"),  SAVANE INTERNATIONAL
CORP., a Texas corporation  (formerly known as Farah  Incorporated)  ("Savane"),
and APPAREL NETWORK CORPORATION,  a Florida corporation  ("Apparel")  (Tropical,
TSCI, Savane and Apparel collectively referred to hereinafter as "Borrowers" and
individually as a "Borrower") each with its chief executive office and principal
place of business at 4902 West Waters Avenue,  Tampa,  Florida  33634-1302;  the
various  financial  institutions  listed on the signature pages hereof and their
respective  successors and permitted  assigns which become "Lenders" as provided
in the Loan Agreement (as defined below); and FLEET CAPITAL CORPORATION, a Rhode
Island corporation,  in its capacity as collateral and administrative  agent for
the Lenders  (together with its  successors in such  capacity,  "Agent") with an
office at 300 Galleria Parkway, N.W., Suite 800, Atlanta, Georgia 30339.

                                    Recitals:

         Borrowers,  Agent  and  Lenders,  are  parties  to a  certain  Loan and
Security  Agreement  dated  June 10,  1998,  as amended  by that  certain  First
Amendment  to Loan and  Security  Agreement  dated  July 9, 1998 (as at any time
amended,  the "Loan  Agreement"),  pursuant to which  Lenders  have made certain
revolving credit loans and letter of credit accommodations to Borrowers.

         Borrowers have requested that Agent and Lenders modify the terms of the
Loan  Agreement  to  increase  the maximum  amount of standby  letters of credit
available to Borrowers.

         Agent and Lenders are willing to amend the Loan  Agreement on the terms
and conditions as hereinafter set forth.

         NOW,  THEREFORE,  for TEN DOLLARS  ($10.00) in hand paid and other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
severally  acknowledged,  the  parties  hereto,  intending  to be legally  bound
hereby, agree as follows:

         1. Definitions.  All capitalized  terms used in this Amendment,  unless
otherwise  defined herein,  shall have the meaning ascribed to such terms in the
Loan Agreement.

         2. Amendment to Loan Agreement. The Loan Agreement is hereby amended as
follows:



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         (a) By deleting subsection (ii) in the definition of "LC Conditions" in
Section 1 of the Loan Agreement and by substituting the following new subsection
(ii) in lieu thereof:

                  (ii) after  giving  effect to the  issuance  of the  requested
                  Letter of Credit and all other unissued  Letters of Credit for
                  which an LC  Application  has been  signed  by  Fleet,  the LC
                  Outstandings  would not  exceed in the  aggregate  $20,000,000
                  with respect to  documentary  Letters of Credit or  $5,000,000
                  with   respect   to   standby   Letters   of  Credit   and  no
                  Out-of-Formula  Condition  would  exist,  and,  if no Revolver
                  Loans are  outstanding,  the LC Outstandings do not exceed the
                  Borrowing Base;

         (b)      By deleting the definition of "LC Reserve" in Section 1 of the
Loan Agreement in its entirety and by  substituting the following new definition
in lieu thereof:

                           LC Reserve - at any date,  (i) 40% of the face amount
                  of all documentary  Letters of Credit outstanding on such date
                  plus  (ii)  40%  of  the  face  amount  of  the   Congress  LC
                  outstanding on such date plus (iii) 100% of the face amount of
                  all standby Letters of Credit outstanding on such date.

         (c)      By adding the following  new  definition  of "Congress LC"  to
Section 1 of the Loan  Agreement in proper  alphabetical sequence:

                           Congress LC - that certain  standby  letter of credit
                  issued  by  Bank to  Congress  Financial  Corporation  for the
                  account of  Borrowers  on July 2, 1998,  in the face amount of
                  $4,575,294.10.


         3.  Acknowledgments  and Stipulations.  Each Borrower  acknowledges and
stipulates that the Loan Agreement and the other Loan Documents executed by such
Borrower are legal,  valid and binding  obligations  of such  Borrower  that are
enforceable  against such Borrower in accordance with the terms thereof;  all of
the Obligations are owing and payable  without  defense,  offset or counterclaim
(and to the extent there exists any such defense,  offset or counterclaim on the
date hereof, the same is hereby waived by each Borrower); the security interests
and liens granted by each Borrower in favor of Agent are duly  perfected,  first
priority  security  interests and liens;  and the unpaid principal amount of the
Revolver  Loans on and as of the close of business on August 25,  1998,  totaled
$60,455,480.62.



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         4.  Representations  and  Warranties.   Each  Borrower  represents  and
warrants to Agent and  Lenders,  to induce  Agent and Lenders to enter into this
Amendment,  that no Default or Event of Default  exists on the date hereof;  the
execution,  delivery and performance of this Amendment have been duly authorized
by all  requisite  corporate  action  on the  part of  such  Borrower  and  this
Amendment has been duly executed and delivered by such Borrowers; and all of the
representations  and warranties made by Borrowers in the Loan Agreement are true
and  correct  on  and  as  of  the  date  hereof,   except  to  the  extent  any
representation or warranty specifically relates to an earlier date.

         5. Expenses of Agent.  Borrowers jointly and severally agree to pay, on
demand,  all  costs  and  expenses  incurred  by  Agent in  connection  with the
preparation,  negotiation  and  execution of this  Amendment  and any other Loan
Documents  executed  pursuant hereto and any and all amendments,  modifications,
and supplements thereto, including, without limitation, the reasonable costs and
fees of Agent's  legal  counsel  and any taxes or  expenses  associated  with or
incurred in connection  with any  instrument or agreement  referred to herein or
contemplated hereby.

         6. Effectiveness; Governing Law. This Amendment shall be effective upon
acceptance by Agent and Lenders in Atlanta,  Georgia (notice of which acceptance
is hereby  waived),  whereupon  the same shall be governed by and  construed  in
accordance with the internal laws of the State of Georgia.

         7.  Successors and Assigns.  This  Amendment  shall be binding upon and
inure to the benefit of the parties hereto and their  respective  successors and
assigns.

         8. No Novation,  etc.. Except as otherwise  expressly  provided in this
Amendment,  nothing  herein shall be deemed to amend or modify any  provision of
the Loan  Agreement  or any of the other  Loan  Documents,  each of which  shall
remain in full force and effect. This Amendment is not intended to be, nor shall
it be construed to create, a novation or accord and  satisfaction,  and the Loan
Agreement as herein modified shall continue in full force and effect.

         9. Counterparts;  Telecopied Signatures. This Amendment may be executed
in any number of  counterparts  and by  different  parties to this  Agreement on
separate  counterparts,  each of  which,  when so  executed,  shall be deemed an
original, but all such counterparts shall constitute one and the same agreement.
Any signature delivered by a party by facsimile  transmission shall be deemed to
be an original signature hereto.

         10.  Further  Assurances.  Each  Borrower  agrees to take such  further
actions  as Agent and  Lenders  shall  reasonably  request  from time to time in
connection  herewith  to evidence  or give  effect to the  amendments  set forth
herein or any of the transactions contemplated hereby.

         11.  Section  Titles.  Section  titles  and  references  used  in  this
Amendment shall be without substantive meaning or content of any kind whatsoever
and are not a part of the agreements among the parties hereto.



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         12.  Release of Claims.  To induce Agent and Lenders to enter into this
Amendment,  each Borrower hereby release,  acquits and forever  discharges Agent
and Lenders,  and all officers,  directors,  agents,  employees,  successors and
assigns of Agent and Lenders,  from any and all  liabilities,  claims,  demands,
actions or causes or  actions  of any kind or nature (if there be any),  whether
absolute or contingent, disputed or undisputed, at law or in equity, or known or
unknown,  that such  Borrower  now has or ever had  against  Agent  and  Lenders
arising under or in connection with any of the Loan Documents or otherwise.

         13. Waiver of Jury Trial. To the fullest extent permitted by applicable
law,  the parties  hereto  each hereby  waives the right to trial by jury in any
action,  suit,  counterclaim  or  proceeding  arising  out of or related to this
Amendment.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly  executed  under seal and  delivered by their  respective  duly  authorized
officers on the date first written above.


                                   BORROWERS:

ATTEST:                                     TROPICAL SPORTSWEAR INT'L
                                            CORPORATION


/s/ Regina M. Ifland                        By:      N. Larry McPherson
Assistant Secretary                         Title:   Executive Vice President
[CORPORATE SEAL]                                     Finance and Operations



ATTEST:                                     TROPICAL SPORTSWEAR COMPANY, INC.

                                                     /s/ N. Larry McPherson
/s/ Regina M. Ifland                        By:      N. Larry McPherson
Assistant Secretary                         Title:   Executive Vice President
[CORPORATE SEAL]                                     Finance and Operations



ATTEST:                                     SAVANE INTERNATIONAL CORP.
                                            (f/k/a Farah Incorporated)

                                                     /s/ N. Larry McPherson
/s/ Regina M. Ifland                        By:      N. Larry McPherson
Assistant Secretary                         Title:   Executive Vice President
[CORPORATE SEAL]                                     Finance and Operations



ATTEST:                                     APPAREL NETWORK CORPORATION

                                                     /s/ N. Larry McPherson
/s/ Regina M. Ifland                        By:      N. Larry McPherson
Assistant Secretary                         Title:   Executive Vice President
[CORPORATE SEAL]                                     Finance and Operations


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                                    LENDERS:

                                            FLEET CAPITAL CORPORATION

                                                     /s/ Elizabeth L. Walker
                                            By:      Elizabeth L. Walker
                                            Title:   Senior Vice President



                                            NATIONSBANC COMMERCIAL CORPORATION

                                                     /s/ Andrea Jackson
                                            By:      Andrea Jackson
                                            Title:   Vice President



                                            FIRST UNION NATIONAL BANK

                                                     /s/ Jill Travis
                                            By:      Jill Travis
                                            Title:   Vice President

 

                                            DEUTSCHE FINANCIAL SERVICES
                                            CORPORATION

                                                     /s/ Jeff Goliver
                                            By:      Jeff Goliver
                                            Title:   Senior Vice President


                                     AGENT:

                                            FLEET CAPITAL CORPORATION,
                                             as Agent

                                                     /s/ Elizabeth L. Walker
                                            By:      Elizabeth L. Walker
                                            Title:   Senior Vice President