`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                    April 3, 2004

                                      or

[  ] Transition  Report  Pursuant  to  Section  13  or  15(d)  of the Securities
     Exchange Act of 1934
     For the transition period from                        to


     Commission File Number                      0-23161



                  Tropical Sportswear Int'l Corporation
          (Exact name of registrant as specified in its charter)



           Florida                                          59-3424305
 (State or other jurisdiction of                         I.R.S. Employer
  incorporation or organization)                         Identification No.


    4902 W. Waters Avenue  Tampa, FL                         33634-1302
 (Address of principal executive offices)                    (Zip Code)


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

(Former name,  former address  and  former fiscal year,  if  changed  since last
report.)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the preceding 12 months (or for such shorter  period the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.
                                         [X] Yes           [  ]  No


     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2).
                                         [ ] Yes           [ X ] No

     As of May 7, 2004 there were 11,056,717  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      20

Item 4     Controls and Procedures                                         20


PART II    Other Information

Item 1     Legal Proceedings                                               20

Item 2     Changes in Securities                                           21

Item 3     Defaults upon Senior Securities                                 21

Item 4     Submission of Matters to a Vote of Security Holders             21

Item 5     Other Information                                               21

Item 6     Exhibits and Reports on Form 8-K                                21




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              Twenty-seven       Twenty-six
                                           Weeks Ended         Weeks Ended            Weeks Ended        Weeks Ended
                                            April 3,            March 29,               April 3,          March 29,
                                              2004                2003                    2004              2003
                                        ------------------ --------------------    ------------------ -----------------

Net sales                                      $93,823            $ 112,725             $ 171,150         $ 211,766
Cost of goods sold                              71,374               89,696               137,290           167,943
                                        ------------------ --------------------    ------------------ -----------------
Gross profit                                    22,449               23,029                33,860            43,823
Selling, general and
administrative
   expenses                                     17,342               20,273                35,255            42,577
Other charges                                   (2,782)                   -                (2,782)            3,752
                                        ------------------ --------------------    ------------------ -----------------
Operating income (loss)                          7,889                2,756                 1,387            (2,506)
Other (income) expense:
   Interest expense, net                         3,908                2,808                 7,346             5,697
   Other, net                                     (282)              (1,003)                  (55)           (1,094)
                                        ------------------ --------------------    ------------------ -----------------
                                                 3,626                1,805                 7,291             4,603

Income (loss) before income taxes                4,263                  951                (5,904)           (7,109)
Provision (benefit) for income taxes               294                  313                   558            (2,729)
                                        ------------------ --------------------    ------------------ -----------------
Net income (loss)                                3,969                  638                (6,462)           (4,380)
Foreign currency translations and
    other                                         (307)                 165                 1,060               387
                                        ------------------ --------------------    ------------------ -----------------
Comprehensive income (loss)                    $ 3,662                $ 803             $  (5,402)        $ ( 3,993)
                                        ================== ====================    ================== =================

Net income (loss) per common share:
    Basic                                        $0.36                $0.06                $(0.58)           $(0.40)
                                        ================== ====================    ================== =================
    Diluted                                      $0.36                $0.06                $(0.58)           $(0.40)
                                        ================== ====================    ================== =================

                                                        See accompanying notes.


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

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

          Current Assets:
             Cash and cash equivalents                                          $   5,957             $  4,485
             Accounts receivable, net                                              65,470               64,355
             Inventories, net                                                      51,701               73,293
             Prepaid expenses and other current assets                             11,639               11,001
             Assets held for sale                                                      --                6,597
                                                                            -----------------   ------------------
                         Total current assets                                     134,767              159,731

          Property and equipment, net                                              31,881               34,902
          Trademarks, net                                                          12,914               12,936
          Other assets                                                              6,377                6,710
                                                                            -----------------   ------------------
                         Total assets                                           $ 185,939            $ 214,279
                                                                            =================   ==================

                    LIABILITIES AND SHAREHOLDERS' EQUITY

          Current Liabilities:
             Accounts payable and accrued expenses                              $  31,161            $  48,522
             Revolving credit line                                                 23,256               25,685
             Current portion of long-term debt and capital leases                   1,802                1,964
                                                                            -----------------   ------------------
                         Total current liabilities                                 56,219               76,171


          Long-term debt and capital leases                                       105,038              107,772
          Other non-current liabilities                                             7,333                7,585
                                                                            -----------------   ------------------
                   Total liabilities                                              168,590              191,528

          Shareholders' Equity:
             Preferred stock                                                            -                    -
             Common stock                                                             111                  111
             Additional paid in capital                                            88,575               88,575
             Retained earnings (deficit)                                          (65,079)             (58,617)
             Accumulated other comprehensive loss                                  (6,258)              (7,318)
                                                                            -----------------   ------------------
                         Total shareholders' equity                                17,349               22,751
                                                                            -----------------   ------------------

                         Total liabilities and shareholders' equity             $ 185,939            $ 214,279
                                                                            =================   ==================
                                                        See accompanying notes.





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


                                                                        Twenty-seven            Twenty-six
                                                                        Weeks Ended            Weeks Ended
                                                                          April 3,              March 29,
                                                                            2004                  2003
                                                                     -------------------    ------------------
OPERATING ACTIVITIES
Net loss                                                                 $  (6,462)            $ (4,380)
Adjustments to reconcile net loss to net cash
         used in operating activities:
    Depreciation and amortization                                            2,965                3,338
    Deferred income taxes and other                                            (30)                (801)
    Gain on sale of building                                                (3,504)                   -
Changes in operating assets and liabilities:
    Accounts receivable                                                     (1,115)              (8,987)
    Inventories                                                             21,592              (23,519)
      Prepaid expenses and other current assets                              1,303               (2,251)
      Accounts payable and accrued expenses                                (17,325)              (6,121)
                                                                        ------------------    -----------------
    Net cash used in operating activities                                   (2,576)             (42,721)
                                                                        ------------------    -----------------


INVESTING ACTIVITIES
Capital expenditures                                                         (555)              (11,559)
Sale of marketable securities                                                   -                11,100
Proceeds from sale of property and equipment                               10,668                   172
                                                                        ------------------    -----------------
    Net cash provided by (used in) investing activities                    10,113                  (287)
                                                                        ------------------    -----------------

Financing activities:
Net changes in other debt and capital leases                               (4,518)                 (629)
Proceeds from revolving credit line borrowings                            152,806                55,353
Payments of revolving credit line borrowings                             (155,235)              (34,323)
                                                                        ------------------    -----------------
      Net cash (used in) provided by financing activities                  (6,947)               20,401
                                                                        ------------------    -----------------

Change in currency translation                                                882                   199

Net  increase (decrease) in cash and cash equivalents                       1,472               (22,408)
Cash and cash equivalents at beginning of period                            4,485                28,284
                                                                        ------------------    -----------------
Cash and cash equivalents at end of period                                $ 5,957               $ 5,876
                                                                        ==================    =================

                                                        See accompanying notes.




                                                 TROPICAL SPORTSWEAR INT'L CORPORATION
                                         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                              (UNAUDITED)
                                                Twenty-seven weeks ended April 3, 2004
                                               (In thousands, except per share amounts)


1.   BASIS OF PRESENTATION

     The accompanying  unaudited condensed  consolidated financial statements of
Tropical  Sportswear Int'l  Corporation (the "Company")  include the accounts of
Tropical  Sportswear  Int'l  Corporation and its  subsidiaries.  These financial
statements have been prepared in accordance with the  instructions for Form 10-Q
and,  therefore,  do not  include  all  information  and  footnotes  required by
generally accepted accounting  principles.  The unaudited condensed consolidated
financial  statements  should be read in conjunction with the audited  financial
statements  and related notes  included in the  Company's  Annual Report on Form
10-K for the year ended  September 27, 2003. In the opinion of  management,  the
unaudited  condensed  consolidated  financial  statements  contain all necessary
adjustments  (which  include  only  normal,  recurring  adjustments)  for a fair
presentation  of the  interim  periods  presented.  Operating  results  for  the
twenty-seven weeks ended April 3, 2004 are not necessarily indicative of results
that may be expected for the entire fiscal year ending October 2, 2004.

     The accompanying  unaudited condensed  consolidated statement of cash flows
for the twenty-seven  weeks ended April 3, 2004 has been amended.  The amendment
reclassifies approximately $10.2 million in proceeds from the sale of land in El
Paso, Texas and proceeds from the sale of an  administration  building in Tampa,
Florida from cash provided by operating activities to cash provided by investing
activities.

2.   INVENTORIES

Inventories consist of the following:

                                                                    April 3,            September 27,
                                                                      2004                   2003
                                                              -------------------    -------------------

        Raw materials                                             $  6,586                  $6,939
        Work in process                                              6,794                   6,947
        Finished goods                                              46,098                  71,479
        Reserve for excess and slow moving inventory                (7,777)                (12,072)
                                                              -------------------    -------------------
                                                                  $ 51,701                 $73,293
                                                              ===================    ===================


3.   DEBT AND CAPITAL LEASES

Debt and capital leases consist of the following:

                                                                    April 3,            September 27,
                                                                      2004                   2003
                                                              -------------------    -------------------

        Revolving credit line                                      $23,256                $ 25,685
        Real estate loan                                             5,690                   8,000
        Senior subordinated notes                                  100,000                 100,000
        Other                                                        1,150                   1,736
                                                              -------------------    -------------------
                                                                   130,096                 135,421
        Less current maturities                                    (25,058)                (27,649)
                                                              -------------------    -------------------
        Long-term debt                                            $105,038                $107,772
                                                              ===================    ===================



     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 (5.6%
at April  3,  2004),  and are  secured  by  substantially  all of the  Company's
domestic  assets.  The  Facility  matures in June 2006.  The  Facility  contains
significant financial and operating covenants if availability under the Facility
falls below $20 million.  These  covenants  include a consolidated  fixed charge
ratio of at least .90x and a ratio of  consolidated  funded debt to consolidated
EBITDA of not more than 5.25x.  The Facility also includes  prohibitions  on the
Company's ability to incur certain additional  indebtedness or to pay dividends,
and restrictions on its ability to make capital expenditures.

     The  Facility  contains  both  a  subjective   acceleration  clause  and  a
requirement  to  maintain  a  lock-box  arrangement,  whereby  remittances  from
customers reduce borrowings  outstanding under the Facility.  In accordance with
Emerging Issues Task Force 95-22,  "Balance Sheet  Classification  of Borrowings
Outstanding  under  Revolving  Credit  Agreements That Include Both a Subjective
Acceleration Clause and a Lock-Box  Arrangement",  outstanding  borrowings under
the revolving credit line of $23.3 million have been classified as short-term as
of April 3, 2004.

     On December 15, 2003, the Company paid the semi-annual  interest payment of
$5.5 million to the holders of its senior  subordinated  notes.  On December 16,
2003,  availability  under  the  Facility  fell  below $20  million,  triggering
financial  covenants,  which were  violated.  This  caused the  Company to be in
technical  default under the Facility.  On January 12, 2004, the Company amended
the Facility  (the "Amended  Facility")  with Fleet  Capital,  which among other
things  reduced  aggregate  borrowings  to $70  million.  The default  under the
Facility  was waived on January 12,  2004 by the terms of the Amended  Facility.
Although the Amended Facility provides for borrowings of up to $70 million,  the
amount that can be borrowed at any given time is based upon a formula that takes
into account,  among other things,  eligible accounts  receivable and inventory,
which  can  result  in  borrowing  availability  of less  than the full  amount.
Additionally,  the Amended  Facility  also  contains a $10 million  availability
reserve base and higher  rates of interest  than the  Facility.  The $10 million
availability  reserve  base was met as of April 3, 2004 and  through the date of
this  filing.  The Amended  Facility  contains  monthly  financial  covenants of
minimum EBITDA levels, which began February 2004 and a consolidated fixed charge
coverage ratio and  consolidated  EBIT to  consolidated  interest  expense ratio
which begin March 2005.  The fiscal 2004 minimum  EBITDA  levels are  cumulative
month amounts beginning in the second quarter of fiscal 2004. The minimum EBITDA
threshold  for fiscal 2004 ranges  from $1.8  million for the two months  ending
February 29, 2004 to $11.8 million for the nine months  ending  October 2, 2004.
The Company was in compliance with the EBITDA covenants as of April 3, 2004, and
had $13.2 million available for borrowing under the Amended Facility.  While the
Company  believes its  operating  plans,  if met,  will be  sufficient to assure
compliance  with the terms of the Amended  Facility,  there can be no assurances
that the Company will be in compliance through fiscal 2004.

     Borrowings  under the  Company's  Real Estate Loan bear  variable  rates of
interest based on LIBOR plus an applicable  margin (5.9% at April 3, 2004).  The
Real Estate Loan  requires  quarterly  principal  payments  of  $200,000,  which
commenced October 1, 2003, and monthly interest  payments.  As of April 3, 2004,
the Real Estate Loan had a balance of $5.7 million.  The cross default provision
on the Real  Estate Loan was  triggered  by the  default on the  Facility.  This
default was waived on January 12, 2004 concurrent with the Amended Facility.  On
January 12,  2004,  the Real Estate Loan was amended (the  "Amended  Real Estate
Loan") to increase the loan by $2.0 million,  to increase the interest rate, and
to require additional  quarterly  principal payments of $50,000,  which commence
April 1, 2004.  The $2.0 million of additional  borrowings  was used to pay down
borrowings under the Facility.





4.  NET INCOME (LOSS) PER SHARE

Basic and diluted net loss per share are computed as follows:
                                             Thirteen          Thirteen          Twenty-seven        Twenty-six
                                           Weeks ended        Weeks ended        Weeks ended         Weeks ended
                                             April 3,          March 29,           April 3,           March 29,
                                               2004              2003                2004               2003
                                          ---------------    --------------     ---------------     --------------
Numerator for basic net income
 (loss) per share:
     Net income (loss)                            $3,969              $638            $(6,462)           $(4,380)

Denominator for basic net income (loss)
per share:
     Weighted average shares of common
     stock outstanding                            11,055            11,040             11,055             11,040

Effect of dilutive stock options using
the treasury stock method                              5                28                  -                  -
                                          ---------------    --------------     ---------------     --------------

Denominator for diluted net income
(loss) per share                                  11,060            11,068             11,055             11,040
                                          ===============    ==============     ===============     ==============

Net income (loss) per common share:
     Basic                                         $0.36             $0.06             $(0.58)            $(0.40)
                                          ===============    ==============     ===============     ==============
     Diluted                                       $0.36             $0.06             $(0.58)            $(0.40)
                                          ===============    ==============     ===============     ==============



5.  RESTRUCTURING OF SAVANE INTERNATIONAL CORP.

     On  April  18,  2002,  the  Company  announced  a plan to  consolidate  the
administrative, cutting and related functions of the Savane division in El Paso,
Texas into the Tampa,  Florida  facility.  The Company  completed  the  physical
consolidation  in the second  fiscal  quarter  ending March 2003. As part of the
consolidation,  the Company vacated its El Paso, Texas  administration  building
and terminated the associated lease  obligation,  and vacated its El Paso, Texas
cutting facility.

     As a result  of  these  initiatives  (internally  referred  to as  "Project
Synergy"),  the Company recorded a pre-tax charge totaling  approximately  $16.1
million in fiscal 2002 for severance ($3.1 million),  relocation  (recognized as
incurred) ($2.5 million),  lease terminations ($2.8 million),  asset write-downs
($5.7 million) and other related costs ($2.0 million)  included in other charges
in the accompanying  statements of operations.  As of April 3, 2004, the Company
has  approximately   $649,000  remaining  of  the  accrual,   related  to  lease
termination  costs. The activity in the exit accruals related to Project Synergy
during the twenty-seven weeks ended April 3, 2004 were as follows:


                                   Twenty-seven weeks          Twenty-six weeks ended
                                         ended
                                     April 3, 2004                 March 29, 2003
                                 -----------------------       -----------------------

Beginning balance                       $ 2,739                       $  4,295
Reductions                                    -                         (1,550)
Cash payments                            (2,090)                          (783)
                                 -----------------------       -----------------------
Ending balance                           $ 649                        $  1,962
                                 =======================       =======================




     The  Company  has  remaining  accrued   liabilities  related  to  the  1998
acquisition  of Savane  International  Corp.  The exit  costs  consist  of lease
termination costs. The activity in the exit accruals related to this acquisition
during the twenty-seven weeks ended April 3, 2004 were as follows:


                                   Twenty-seven weeks        Twenty-six weeks ended
                                         ended
                                     April 3, 2004               March 29, 2003
                                 -----------------------     ------------------------

Beginning balance                        $ 437                       $ 2,216
Cash payments                             (391)                       (1,107)
                                 -----------------------     ------------------------
Ending balance                            $ 46                       $ 1,109
                                 =======================     ========================


6.  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.

     For purposes of Statement No. 123, as amended by FASB Statement No. 148 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 income (net) loss per share information):

                                                                Thirteen          Thirteen           Twenty-seven      Twenty-six
                                                              Weeks ended        Weeks ended         weeks ended      weeks ended
                                                                April 3,          March 29,            April 3,        March 29,
                                                                   2004              2003                 2004             2003
                                                             ---------------    --------------     ---------------    -------------
                      Net income (loss)                         $3,969                 $638             $(6,462)          $(4,380)
                      Pro forma compensation expense, net
                      of tax                                      (315)                (148)               (641)           (1,417)
                                                              --------------    ---------------    ---------------    --------------
                      Pro forma net income (loss)              $ 3,654                 $490             $(7,103)          $(5,797)
                                                             ==============    ===============    ===============    ==============

                      Net income (loss) per share-basic          $0.36               $ 0.06              $(0.58)           $(0.40)
                      Net income (loss) per share-diluted        $0.36               $ 0.06              $(0.58)           $(0.40)

                      Pro forma net income (loss) per
                      share-basic                                $0.33               $ 0.04              $(0.64)           $(0.53)
                      Pro forma net income (loss) per
                      share-diluted                              $0.33               $ 0.04              $(0.64)           $(0.53)





7.       DEFINED BENEFIT PLAN

     Under the Company's  defined  benefit  plan,  which covers  certain  Savane
distribution  center  associates,   the  basic  monthly  pension  payable  to  a
participant  upon  normal  retirement  equals the  product of the  participant's
monthly  benefit rate times the number of years of credited  service.  Assets of
the defined benefit plan are invested primarily in U.S. government  obligations,
corporate bonds, and equity securities.

     The  Company's  policy is to fund accrued  pension cost when such costs are
deductible for tax purposes.  Net periodic pension cost,  included the following
components:

                                               Thirteen         Thirteen         Twenty-seven         Twenty-six
                                              Weeks ended      Weeks ended        Weeks ended         Weeks ended
                                                April 3,         March 29,          April 3,           March 29,
                                                 2004              2003               2004                2003
                                              -----------     -------------     ----------------    ---------------

Service Cost                                       $   8             $  10              $  31              $  38
Interest Cost                                        153               143                613                573
Expected Return on Plan Assets                      (123)             (127)              (494)              (508)
Amortization of  Unrecognized Transition
Obligation (Asset)                                    --                 2                 --                  8
Amortization of Prior Service Cost                    --                --                 --                 --
Amortization of Loss (Gain)                           96                72                385                287
                                              -----------     -------------     ----------------    ---------------
Net Periodic Benefit Cost                          $ 134             $ 100              $ 535              $ 398
                                              ===========     =============     ================    ===============


     The Company  anticipates  contributing  approximately  $700,000 to fund its
defined benefit plan during fiscal 2004.


8.   SUPPLEMENTAL COMBINING CONDENSED FINANCIAL STATEMENTS

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

     The following is the unaudited  supplemental  combining condensed statement
of operations  for the thirteen weeks ended April 3, 2004 and the thirteen weeks
ended March 29, 2003, the supplemental  combining  condensed balance sheet as of
April 3, 2004 and September 27, 2003, and the supplemental  combining  condensed
statement of cash flows for the twenty-seven  weeks ended April 3, 2004, and the
twenty-six  weeks ended March 29, 2003. 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 April 3, 2004
                                       ------------------------------------------------------------------------------
Statement of Operations                  Parent        Guarantor       Non-Guarantor
                                          Only        Subsidiaries     Subsidiaries    Eliminations    Consolidated
                                       -----------    ------------     ------------    ------------    --------------

Net sales                                $ 42,183        $39,125         $ 12,668      $    (153)         $ 93,823
Gross profit                                8,968          8,421            5,132            (72)           22,449
Operating income                            2,798          3,909            1,182              -             7,889
Interest, income taxes and other, net       1,573          1,338            1,009              -             3,920
Net income                                  1,225          2,571              173              -             3,969





                                                            Thirteen Weeks Ended March 29, 2003
                                       ------------------------------------------------------------------------------
Statement of Operations                  Parent        Guarantor       Non-Guarantor
                                          Only        Subsidiaries     Subsidiaries    Eliminations     Consolidated
                                       -----------    ------------     ------------    ------------     -------------

Net sales                                $ 53,751       $ 47,035        $  12,258         $ (319)        $ 112,725
Gross profit                               11,107          8,135            3,861            (74)           23,029
Operating income                            1,185          1,027              544             -              2,756
Interest, income taxes and other, net       1,084            979               55             -              2,118
Net income                                    101             48              489             -                638



                                                           Twenty-seven Weeks Ended April 3, 2004
                                       -------------------------------------------------------------------------------
Statement of Operations                 Parent        Guarantor      Non-Guarantor
                                         Only        Subsidiaries    Subsidiaries     Eliminations      Consolidated
                                       ----------    ------------    -------------    -------------    ---------------

Net sales                               $  73,387      $ 72,078          $ 26,008         $ (323)        $ 171,150
Gross profit                               14,531         9,898             9,598           (167)           33,860
Operating income (loss)                      (916)          739             1,564              -             1,387
Interest, income taxes and other, net       2,658         4,056             1,135              -             7,849
Net income (loss)                          (3,574)       (3,317)              429              -            (6,462)



                                                           Twenty-six Weeks Ended March 29, 2003
                                       -------------------------------------------------------------------------------
Statement of Operations                 Parent        Guarantor      Non-Guarantor
                                         Only        Subsidiaries    Subsidiaries     Eliminations      Consolidated
                                       ----------    ------------    -------------    -------------    ---------------

Net sales                               $ 100,507     $  86,762           $25,094        $  (597)        $ 211,766
Gross profit                               19,757        15,999             8,215           (148)           43,823
Operating income (loss)                    (5,924)        2,020             1,398              -            (2,506)
Interest, income taxes and other, net      (1,284)        2,921               237              -             1,874
Net income (loss)                          (4,640)         (901)            1,161              -            (4,380)




                                                                           As of April 3, 2004
                                              ------------------------------------------------------------------------------
Balance Sheet                                   Parent       Guarantor        Non-Guarantor
                                                 Only       Subsidiaries      Subsidiaries   Eliminations     Consolidated
                                              -----------   -------------    -------------   -------------    --------------
ASSETS
Cash and cash equivalents                        $  596           $  313         $ 5,048          $    -           $ 5,957
Accounts receivable, net                         43,028           14,703           7,739               -            65,470
Inventories                                      25,178           18,123           8,400               -            51,701
Other current assets                              1,988            4,914           4,737               -            11,639
                                              -----------   -------------    -------------   -------------    --------------
       Total current assets                      70,790           38,053          25,924               -           134,767

Property and equipment, net                      25,613            4,256           2,012               -            31,881
Investment in subsidiaries and other assets     134,164           26,961         (10,802)       (131,032)           19,291
                                              -----------    -------------    -------------   -------------   --------------
       Total assets                           $ 230,567         $ 69,270        $ 17,134      $ (131,032)        $ 185,939
                                              ===========   =============    =============   =============    ==============

LIABILITIES  AND STOCKHOLDERS' EQUITY
Accounts payable and accrued liabilities       $ 22,656          $ 1,572         $ 6,933        $      -        $   31,161
Current portion of revolving credit line,
    long-term debt and capital leases            24,501              541              16               -            25,058
                                              -----------   -------------    -------------   -------------    --------------
       Total current liabilities                 47,157            2,113           6,949               -            56,219
Long-term debt and noncurrent portion of
    capital leases                              104,959                -              79               -           105,038
Other noncurrent liabilities                        (18)           7,233             118               -             7,333
Stockholders' equity                             78,469           59,924           9,988        (131,032)           17,349
                                              -----------   -------------    -------------   -------------    --------------
       Total liabilities and stockholder
           equity                             $ 230,567         $ 69,270        $ 17,134       $(131,032)       $  185,939
                                              ===========   =============    =============   =============    ==============



                                                                        As of September 27, 2003
                                              ------------------------------------------------------------------------------
Balance Sheet                                  Parent        Guarantor       Non-Guarantor
                                                Only        Subsidiaries     Subsidiaries    Eliminations     Consolidated
                                              -----------   -------------    -------------   -------------    --------------
ASSETS
Cash and cash equivalents                        $  218           $  440          $ 3,827        $     -            $ 4,485
Accounts receivable, net                         33,740           22,174            8,441              -             64,355
Inventories                                      31,945           30,818           10,530              -             73,293
Other current assets                              9,703            4,903            2,992              -             17,598
                                              -----------   -------------    -------------   -------------    --------------
       Total current assets                      75,606           58,335           25,790              -            159,731

Property and equipment, net                      27,627            5,318            1,957              -             34,902
Investment in subsidiaries and other assets     157,597            6,706          (14,071)      (130,586)            19,646
                                              -----------   -------------    -------------   -------------    --------------
       Total assets                           $ 260,830          $70,359          $13,676     $ (130,586)         $ 214,279
                                              ===========   =============    =============   =============    ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued liabilities       $ 38,036          $ 5,480          $ 5,006               -          $ 48,522
Current portion of revolving credit line,
   long-term debt and capital leases             26,738              892               19              -             27,649
                                              -----------   -------------    -------------   -------------    --------------
       Total current liabilities                 64,774            6,372            5,025              -             76,171
Long-term debt and noncurrent portion of
   capital leases                               107,590               87               95              -            107,772
Other noncurrent liabilities                        510            6,968              107              -              7,585
Stockholders' equity                             87,956           56,932            8,449       (130,586)            22,751
                                              -----------   -------------    -------------   -------------    --------------
       Total liabilities and stockholders'
          equity                              $ 260,830          $70,359          $13,676     $ (130,586)          $214,279
                                              ===========   =============    =============   =============    ==============



                                                                 Twenty-seven Weeks Ended April 3, 2004
                                              ------------------------------------------------------------------------------
Statement of Cash Flows                         Parent       Guarantor       Non-Guarantor
                                                 Only       Subsidiaries     Subsidiaries    Eliminations      Consolidated
                                              -----------   -------------    -------------   --------------    -------------

Net cash provided by (used in) operating
   activities                                 $  (3,404)        $    151          $ 2,377      $  (1,700)          $ (2,576)
Net cash provided by (used in) investing
   activities                                    10,080              158             (125)             -             10,113
Net cash used in financing activities            (6,482)            (436)             (29)             -             (6,947)
   Other                                            184                -           (1,002)         1,700                882
Net increase (decrease) in cash and cash
   equivalents                                      378             (127)           1,221              -              1,472
Cash and cash equivalents, beginning of
   period                                           218              440            3,827              -              4,485
Cash and cash equivalents, end of period            596              313            5,048              -              5,957




                                                                  Twenty-six Weeks Ended March 29, 2003
                                              ------------------------------------------------------------------------------
Statement of Cash Flows                         Parent       Guarantor       Non-Guarantor
                                                 Only       Subsidiaries     Subsidiaries    Eliminations      Consolidated
                                              -----------   -------------    -------------   --------------    -------------

Net cash provided by (used in) operating
   activities                                  $(45,251)        $  1,006         $  1,524        $     -          $ (42,721)
Net cash provided by (used in) investing
   activities                                       486             (624)            (149)             -               (287)
Net cash provided by (used in) financing
   activities                                    20,881             (465)             (15)             -             20,401
Other                                                 -                -              199              -                199
Net increase (decrease) in cash and cash
   equivalents                                  (23,884)             (83)           1,559              -            (22,408)
Cash and cash equivalents, beginning of
   period                                        24,274              167            3,843              -             28,284
Cash and cash equivalents, end of period            390               84            5,402              -              5,876




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 will change.

     Reserve for Allowances and Doubtful Accounts - Accounts receivable consists
of amounts  due from our  customers  from our  normal  business  activities.  We
maintain a reserve  for  allowances  and  doubtful  accounts,  which is based on
historical  collection and deduction  write-off  experience,  and an estimate of
potential sales returns. Estimates for sales returns include provision for order
shortages, purchase order variances and other customer discrepancies. For fiscal
2002, we did not provide a reserve for credit losses as substantially all of our
receivables were assigned under factoring agreements,  without recourse,  except
for credit losses on the first 0.10% of amounts factored. During fiscal 2003, we
discontinued  factoring of our receivables,  but maintained credit insurance for
those accounts which we deemed necessary.  Effective the first quarter of fiscal
2004, we now maintain credit insurance for all eligible customer accounts.  This
credit insurance includes a deductible of $100,000 per year. We will continue to
assess the  adequacy  of our  reserves  based on  qualitative  and  quantitative
measures.

     Long-Lived  Assets - We estimate  the  depreciable  lives of our  property,
plant and equipment and review them for impairment when events or  circumstances
indicate  that their  carrying  amounts may be impaired.  Most of our  property,
plant and  equipment  is used in our  distribution  processes.  We  periodically
evaluate the carrying  value of assets which are held for sale to determine  if,
based on market  conditions,  the  values of these  assets  should be  adjusted.
Although we believe we have  appropriately  recorded our assets held for sale at
their estimated  realizable  value, net of estimated  disposal costs, the actual
sale of these assets could result in gains or losses which could differ from our
estimated  amounts.  To assess the  recoverability of intangible assets, we make
assumptions regarding estimated future cash flows and other factors to determine
whether  the  carrying  values  are  recoverable  from   operations.   If  these
assumptions or estimates change, we may be required to record impairment charges
to reduce the value of these assets.

     Valuation  Allowances  for Deferred Tax Assets - Valuation  allowances  are
recorded to reduce  deferred tax assets if, based on the weight of the evidence,
it is more likely than not that some or all of the  deferred tax assets will not
be realized.  The evidence  considered  in making that  determination  includes,
offsetting  deferred tax liabilities,  future taxable income, as well as prudent
tax planning strategies.  We have recorded deferred income tax assets related to
state  net   operating   loss   carryforwards,   foreign  net   operating   loss
carryforwards,  foreign tax credit carryforwards and certain other accruals.  We
have recorded valuation allowances to reduce the deferred tax assets relating to
these  operating loss  carryforwards  and accruals based on an evaluation of the
benefits  expected  to be  realized.  If we  determine  that we would be able to
realize more of our net deferred tax assets than we currently  expect,  we would
reduce the valuation allowance, which would have the effect of increasing income
in the period that we make the determination.  Conversely,  if we determine that
we will not be able to realize all or part of our net deferred tax assets in the
future, we will increase the valuation allowance, which would have the effect of
reducing income in the period that we make the determination.

     Contingencies - We accrue for contingent  obligations  when the obligations
are  probable  and the  amount  is  reasonably  estimable.  As facts  concerning
contingencies  become  known,  we reassess our  estimates  and make  appropriate
adjustments  to  the  financial  statements.  Estimates  that  are  particularly
sensitive to future changes include tax, legal and other regulatory matters such
as imports  and  exports,  which are  subject to change as events  evolve and as
additional   information   becomes  available  during  the   administrative  and
litigation process.


Results of Operations

     On April 18, 2002, we announced a plan to consolidate  the  administrative,
cutting and related  functions of our Savane division in El Paso, Texas into our
Tampa,  Florida facility.  This initiative was internally referred to as Project
Synergy.  We completed the physical  consolidation  in the second fiscal quarter
ended  March 29,  2003.  As part of the  consolidation,  we vacated our El Paso,
Texas  administration  building and cutting facility.  We experienced delays and
difficulties  in  consolidating  our El Paso,  Texas cutting  functions into our
Tampa,  Florida facilities that resulted in delays in delivering products to our
customers  and lost sales during  fiscal 2003.  During the second half of fiscal
2003, our  inventories  grew,  requiring us to sell higher than normal levels of
excess  inventories at closeout prices,  which reduced our average selling price
and our gross margins. Higher than normal levels of sales returns and allowances
also contributed to reduced gross margins.  We still have excess inventory which
we expect to sell at discounted prices during fiscal 2004. Gross margins for the
second quarter of fiscal 2004 were  positively  impacted by a reduction in sales
allowances  compared  to the prior  year,  which  occurred  due to our  shipping
difficulties.

     In May 2003, we  transitioned  our  Victorinox(R)apparel  division to Swiss
Army Brands, Inc. In connection with the transition of our  Victorinox(R)apparel
division to Swiss Army  Brands,  Inc.  ("Swiss  Army"),  Swiss Army is currently
disputing  certain  aspects  of the  transition  agreement  and have not paid us
approximately  $4.8 million,  which we believe is due to us under the transition
agreement. On June 3, 2003, we filed a declaratory judgment action against Swiss
Army, seeking judicial interpretation of the agreement. We and Swiss Army agreed
to mediation in an attempt to resolve the issue,  which  resulted in an impasse.
There  can be no  assurance  that all or any part of the  $4.8  million  will be
collected in its entirety.

     In  June  2003,  we sold  our  Duck  Head(R)trademarks  to  Goody's  Family
Clothing,  Inc.  ("Goody's")  for $4.0  million  in  cash.  Under  the  purchase
agreement,  we continued to sell Duck Head(R)branded products through the end of
fiscal  2003.  Goody's  also  assumed  all  licenses  associated  with  the Duck
Head(R)trademarks.  In connection  with the sale, we recorded a net gain of $3.7
million,  which was net of expenses related to the sale and reduction of certain
of the remaining assets, including inventory. In connection with the sale of our
Duck Head(R)trademarks,  all of our Duck Head(R)retail outlet stores were closed
in September  2003.  The cash used in connection  with the closure of the retail
outlet   stores   was   approximately   $0.7   million.   The  Duck   Head(R)and
Victorinox(R)businesses  represented  less than 5% of our total  fiscal 2003 net
sales. We believe that exiting these businesses frees up valuable resources that
can be devoted to our core business.

     During  fiscal 2003,  we completed  the  transition  of the majority of our
Mexico  production to the Dominican  Republic.  We reduced selling,  general and
administrative  expenses by approximately  $12 million during fiscal 2003, which
was  primarily  due to  successful  cost  cutting  measures  resulting  from the
consolidation of our El Paso,  Texas  operations to Tampa,  Florida and to other
discretionary spending reductions.  Significant areas of cost reduction included
salaries, co-op advertising and tradeshow costs.

     During  fiscal  2004,  we set  certain  plans in motion to  further  reduce
overhead. A reduction in personnel from November to January is expected to lower
employee-related  costs by approximately  $6.4 million over fiscal 2003 amounts.
The full effect of this reduction  should occur during the third quarter of this
fiscal year. In addition, during the second quarter of fiscal 2004, we completed
the transfer of our Tampa,  Florida  cutting  operations to  contractors  in the
Dominican Republic and Honduras.

     In January 2004, we engaged Alvarez & Marsal LLC, a global  turn-around
and restructuring firm with experience in the textile and apparel industries, as
advisors to  management  and our board of  directors.  Alvarez  &  Marsal is
assisting  us in  the  evaluation  of  our  current  business  plan  and  in the
identification of cost reductions and operations improvement opportunities. This
engagement  satisfies a requirement  that was part of our Amended  Facility with
Fleet Capital that was executed in January 2004.

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

                                             Thirteen           Thirteen         Twenty-seven        Twenty-six
                                            Weeks ended       Weeks ended         Weeks ended        Weeks ended
                                             April 3,          March 29,           April 3,           March 29,
                                               2004               2003               2004               2003
                                           --------------    ---------------    ----------------    --------------
Net sales                                         100.0%          100.0%             100.0%              100.0%
Cost of goods sold                                76.1              79.6               80.2                79.3
                                           --------------    ---------------    ----------------    --------------
Gross profit                                      23.9              20.4               19.8                20.7
Selling, general and administrative
   expenses                                       18.5              18.0               20.6                20.1
Other                                             (3.0)                -               (1.6)                1.8
                                           --------------    ---------------    ----------------    --------------
Operating income (loss)                            8.4               2.4                0.8                (1.2)
Interest expense,  net                             4.2               2.5                4.2                 2.7
Other, net                                        (0.3)             (0.9)                 -                (0.5)
                                           --------------    ---------------    ----------------    --------------
Income (loss) before income taxes                  4.5               0.8               (3.4)               (3.4)
Provision (benefit) for income taxes               0.3               0.3                0.4                (1.3)
                                           --------------    ---------------    ----------------    --------------
Net income (loss)                                  4.2%              0.5%              (3.8)%              (2.1)%
                                           ==============    ===============    ================    ==============



Thirteen weeks ended April 3, 2004 compared  to  the  thirteen weeks ended March
29, 2003

     Net Sales.  Net sales  decreased to $93.8 million for the second quarter of
fiscal  2004 from  $112.7  million in the  comparable  prior year  quarter.  The
decrease was primarily due to a 2% decrease in average  selling prices and a 15%
decrease in units shipped, offset in part by a 79% decrease in sales returns and
allowances.  The average  selling  price was impacted by an increase in sales of
discounted  excess  inventory,  and a change in the  product  mix as the  higher
average selling priced  Savane(R)products  experienced  declines in unit volume.
Due to higher levels of inventory,  which resulted from production  difficulties
associated  with Project Synergy during fiscal 2003, we continued to sell excess
inventory at  discounted  prices during the first half of fiscal 2004. We expect
fiscal 2004 sales of Savane(R)and private label products to be below fiscal 2003
levels.

     Gross  Profit.  Gross profit  decreased to $22.4  million,  or 23.9% of net
sales for the second quarter of fiscal 2004 from $23.0 million,  or 20.4% of net
sales for the  comparable  prior year quarter.  The increase in the gross margin
was partially due to a reduction in sales returns and allowances from last year,
which were  reduced due to the  reduction  of shipping  difficulties  related to
Project  Synergy.  In addition,  as excess inventory was sold, we have partially
reduced  inventory  reserves  during  fiscal  2004.  To the extent  that  excess
inventory continues to be sold in fiscal 2004, gross margins could impact fiscal
2004 results.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  expenses  decreased to $17.3 million,  or 18.5% of net sales for
the second quarter of fiscal 2004,  from $20.3  million,  or 18.0% of net sales,
for the comparable  prior year quarter.  The decrease in operating  expenses was
primarily due to cost cutting measures  resulting from the  consolidation of our
El Paso, Texas operations to Tampa, Florida and to other discretionary  spending
reductions.  Significant  areas  of  cost  reduction  included  salaries,  co-op
advertising  and costs related to the Company's lease payments for its corporate
aircraft  which were  terminated  during the first  quarter of fiscal  2004.  As
discussed in Liquidity and Capital Resources, we anticipate incurring additional
advertising to support the Savane(R)brand in fiscal 2004.

     Other.  Other income in the second  quarter of fiscal 2004 is composed of a
$3.5  million  gain  on the  sale  of the  Company's  unoccupied  administration
building,  offset in part by $722,000  of costs  related to the phase out of the
Tampa,  Florida cutting operations which consists primarily of asset write-downs
and losses on the sale of machinery and equipment.

     Interest Expense. Interest expense increased to $3.9 million for the second
quarter of fiscal 2004, from $2.8 million for the comparable prior year quarter.
The increase was primarily due to higher average  outstanding  borrowings  under
the Company's revolving credit line.

     Income Taxes. We currently have net deferred tax assets primarily comprised
of temporary timing differences of future deductible  expenses and net operating
losses  available  to offset  future  taxable  income in the United  States.  We
provided a valuation  allowance against these assets during fiscal 2003. The use
of these  deferred  tax assets to offset  taxable  profits in future years would
result in a reduction in our effective tax rate in these years.

     Net  Income.  As a result of the above  factors,  we had net income of $4.0
million for the second quarter of fiscal 2004 compared to net income of $638,000
in the comparable prior year quarter.

Twenty-seven  weeks  ended April 3, 2004 compared to the twenty- six weeks ended
March 29, 2003

     Net Sales. Net sales decreased to $171.2 million for the twenty-seven weeks
ended April 3, 2004 from $211.8 million in the comparable prior year period. The
decrease was primarily due to a 3% decrease in average  selling prices and a 16%
decrease in units shipped,  offset in part by a 75% decrease in sales returns in
allowances.  The average  selling  price was impacted by an increase in sales of
discounted  excess  inventory,  and a change in the  product  mix as the  higher
average selling priced  Savane(R)products  experienced  declines in unit volume.
Due to higher levels of inventory,  which resulted from production  difficulties
associated  with Project Synergy during fiscal 2003, we continued to sell excess
inventory  at   discounted   prices  during  the  first  half  of  fiscal  2004.
Additionally,  the twenty-six weeks ended March 29, 2003 contains  approximately
$11 million of sales related to discontinued  businesses.  We expect fiscal 2004
sales of Savane(R)and private label products to be below fiscal 2003.

     Gross  Profit.  Gross profit  decreased to $33.9  million,  or 19.8% of net
sales, for the twenty-seven  weeks ended March 29, 2003, from $43.8 million,  or
20.7% of net sales, for the comparable  prior year period.  The reduction in the
gross margin was  primarily due to a decrease in units shipped and lower average
selling  prices,  offset in part, by a reduction in sales returns and allowances
from last year.  Additionally  the Company's  higher margin branded sales were a
smaller component of overall sales. In addition, as excess inventory is sold, we
have partially reduced inventory reserves during fiscal 2004. To the extent that
excess inventory continues to be sold in fiscal 2004, gross margins could impact
fiscal 2004 results.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  expenses decreased to $35.3 million,  or 20.6% of net sales, for
the twenty-seven weeks ended April 13, 2004, from $42.6 million, or 20.1% of net
sales, for the comparable prior year period.  The decrease in operating expenses
was  primarily  due to  successful  cost  cutting  measures  resulting  from the
consolidation of our El Paso, Texas operations to Tampa,  Florida.  In addition,
there were decreases in  compensation,  advertising  and to other  discretionary
spending.

     Other.  Other  income  in the  twenty-seven  weeks  ended  April 3, 2004 is
composed  of a $3.5  million  gain  on the  sale  of  the  Company's  unoccupied
administration  building,  offset in part by  $722,000  of costs  related to the
phase out of the Tampa,  Florida cutting  operations which consists primarily of
asset  write-downs  and losses on the sale of  machinery  and  equipment.  Other
charges of $3.8 million  recorded in fiscal 2003 were composed of a $5.3 million
charge  related  to a  separation  agreement  with the  Company's  former  chief
executive officer, offset in part by a $1.5 million reduction of estimated costs
related   to   the   consolidation   and   reorganization   of   the   Company's
Savane(R)division.

     Interest  Expense.  Interest  expense  increased  to $7.3  million  for the
twenty-seven  weeks ended April 3, 2004,  from $5.7  million for the  comparable
prior year period. The increase was primarily due to higher average  outstanding
borrowings.

     Income Taxes. We currently have net deferred tax assets primarily comprised
of temporary timing differences of future deductible  expenses and net operating
losses  available  to offset  future  taxable  income in the United  States.  We
provided a valuation  allowance against these assets during fiscal 2003. The use
of these  deferred  tax assets to offset  taxable  profits in future years would
result in a reduction in our effective tax rate in these years.

     Net Income (Loss). As a result of the above factors, we incurred a net loss
of $6.5 million for the twenty-seven weeks ended April 3, 2004,  compared with a
net loss of $4.4 million for the twenty-six weeks ended March 29, 2003.

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 (5.6% at April 3, 2004),  and
are secured by substantially all of our domestic assets. The Facility matures in
June 2006. The Facility contained  significant financial and operating covenants
if  availability  under the Facility  falls below $20 million.  These  covenants
include  a  consolidated  fixed  charge  ratio of at  least  .90x and a ratio of
consolidated  funded debt to  consolidated  EBITDA of not more than  5.25x.  The
Facility also includes  prohibitions on our ability to incur certain  additional
indebtedness  or to pay  dividends,  and  restrictions  on our  ability  to make
capital expenditures.

     The  Facility  contains  both  a  subjective   acceleration  clause  and  a
requirement  to  maintain  a  lock-box  arrangement,  whereby  remittances  from
customers reduce borrowings  outstanding under the Facility.  In accordance with
Emerging Issues Task Force 95-22,  "Balance Sheet  Classification  of Borrowings
Outstanding  under  Revolving  Credit  Agreements That Include Both a Subjective
Acceleration Clause and a Lock-Box  Arrangement",  outstanding  borrowings under
the Facility of $23.3 million have been  classified as short-term as of April 3,
2004.

     On December  15, 2003,  we paid the  semi-annual  interest  payment of $5.5
million to the holders of our senior  subordinated  notes. On December 16, 2003,
availability  under our Facility  fell below $20 million,  triggering  financial
covenants which we violated. This caused us to be in technical default under the
Facility.  On January 12, 2004, we amended the Facility (the "Amended Facility")
with Fleet Capital, which among other things reduced aggregate borrowings to $70
million.  The default  under the  Facility was waived on January 12, 2004 by the
terms of the Amended  Facility.  Although  our  Amended  Facility  provides  for
borrowings  of up to $70  million,  the amount that can be borrowed at any given
time is based upon a formula that takes into account,  among other  things,  our
eligible  accounts  receivable  and  inventory,  which can  result in  borrowing
availability of less than the full amount.  Additionally,  the Amended  Facility
contains a $10 million  availability  reserve  base and higher rates of interest
than the  Facility.  The $10.0 million  availability  reserve base was met as of
April 3, 2004 and through the date of this  filing.  The Amended  Facility  also
contains  monthly  financial  covenants  of minimum  EBITDA  levels  which began
February 2004, and a consolidated  fixed charge coverage ratio and  consolidated
EBIT to consolidated  interest  expense ratio which begin March 2005. The fiscal
2004 minimum EBITDA levels are cumulative month amounts  beginning in the second
quarter of fiscal 2004. The minimum EBITDA threshold for fiscal 2004 ranges from
$1.8 million for the two months  ending  February 29, 2004 to $11.8  million for
the nine months ending  October 2, 2004.  We were in compliance  with the EBITDA
covenants as of April 3, 2004,  and had $13.2  million  available  for borrowing
under the Amended  Facility.  While we believe our operating plans, if met, will
be sufficient to assure compliance with the terms of the Amended Facility, there
can be no assurances that we will be in compliance through fiscal 2004.

     Borrowings under our Real Estate Loan bear variable rates of interest based
on LIBOR plus an applicable margin (5.9% at April 3, 2004). The Real Estate Loan
requires quarterly  principal  payments of $200,000,  which commenced October 1,
2003, and monthly interest  payments.  As of April 3, 2004, the Real Estate Loan
had a balance of $5.7 million.  The cross  default  provision on the Real Estate
Loan was  triggered by the default on the  Facility.  This default was waived on
January 12, 2004 concurrent with the Amended Facility.  On January 12, 2004, the
Real Estate Loan was amended (the  "Amended  Real Estate  Loan") to increase the
loan by $2.0 million,  to increase the interest rate, and to require  additional
quarterly principal payments of $50,000,  which commence April 1, 2004. The $2.0
million  of  additional  borrowings  was used to pay down  borrowings  under the
Facility.

     In  addition  to the  financial  covenants  discussed  above,  our  Amended
Facility  and our  Amended  Real Estate Loan also  contain  customary  events of
default, including nonpayment of principal or interest,  violation of covenants,
inaccuracy  of   representations   and  warranties,   cross-defaults   or  other
indebtedness,  bankruptcy  and  other  insolvency  events,  material  judgments,
certain ERISA events, a material adverse change,  and certain changes of control
at our  company.  The  occurrence  of an event of default or a material  adverse
effect on our company could result in our inability to obtain further borrowings
under our  Amended  Facility  and could also result in the  acceleration  of our
obligations  under  any or all of our  credit  agreements,  each of which  could
materially and adversely affect our business.

     Our  estimate  of  capital  needs  is  subject  to a number  of  risks  and
uncertainties  that could result in additional  capital needs that have not been
anticipated.  An important source of capital is our ability to generate positive
cash flow from  operations.  This is  dependent  upon our  ability  to  increase
revenues,  to generate  adequate gross profit from those sales, to reduce excess
inventories  and to control  costs and  expenses.  Another  important  source of
capital  is  our  ability  to  borrow  under  the  Amended  Facility.   We  have
historically violated certain covenants in our borrowing agreements, and to this
point,  we have  been  able to  obtain  waivers  from our  lenders  allowing  us
continued access to this source of capital.  However, there can be no assurances
that we will be able to obtain waivers from our lenders should a violation occur
in the future.  If our actual  revenues  are less than we expect or operating or
capital costs are more than we expect, our financial condition and liquidity may
be materially adversely affected. We may need to raise additional capital either
through  the  issuance  of  debt  or  equity  securities  or  additional  credit
facilities,  and there can be no assurances  that we would be able to access the
credit or capital markets for additional capital.

     During fiscal 2003, we completed construction of an administration building
in Tampa, Florida. On March 29, 2004 we sold this building for net cash proceeds
of approximately  $9.2 million.  Approximately $3.7 million was used to pay down
borrowings  under our Amended Real Estate Loan, and  approximately  $5.5 million
was used to pay down borrowings under our Amended Facility.

     As a result of our  decision  to  terminate  the  leases  on our  corporate
aircraft, we paid approximately $4.1 million of cash during the first quarter of
fiscal 2004. In connection with the severance of certain  executive  management,
we paid  approximately  $5.1 million of cash during the first  quarter of fiscal
2004. In connection  with the  termination  for the lease on our El Paso,  Texas
administration  building,  we paid approximately $2.2 million of cash during the
first  quarter of fiscal  2004.  We received  approximately  $1.1 million in the
first  quarter  of  fiscal  2004  from the sale of a parcel  of land in El Paso,
Texas.  Each of these  transactions  were accrued in fiscal 2003,  therefore the
Company did not record  income  (expense)  related to these items during  fiscal
2004.

     We anticipate using cash in fiscal 2004 for advertising programs to support
our  Savane(R)brand.  Although the amounts have not yet been  quantified,  these
programs  may include  local or national  advertising  campaigns,  point of sale
items, new labeling and packaging  designs,  and the use of in store merchandise
coordinators.  We believe  the use of these funds are  necessary  to support and
promote sales of our Savane(R)brand.

     Capital  expenditures totaled $0.5 million for the twenty-seven weeks ended
April 3, 2004 and are expected to approximate $1.5 million for the entire fiscal
year. The  expenditures  expected for the remainder of the fiscal year primarily
relate to the upgrade or  replacement  of various  other  equipment and computer
systems including hardware and software.

     During the twenty-seven weeks ended April 3, 2004, we expended $2.6 million
of cash from our  operations.  This was  primarily  the result of a decrease  in
accounts payable and accrued expenses of $17.3 million,  an increase in accounts
receivable of $1.1 million, and a net loss of $6.5 million, offset by a decrease
in inventory of $21.6 million.

Seasonality

     Historically,  our business has been seasonal, with higher sales and income
in the second and third fiscal quarters.  In addition,  certain of our products,
such as shorts and corduroy pants,  tend to be seasonal in nature.  In the event
such products  represent a greater  percentage  of our sales in the future,  the
seasonality of our sales may be increased.

Factors Affecting the Company's Business and Prospects

     This report contains forward-looking  statements subject to the safe harbor
created by the  Private  Securities  Litigation  Reform Act of 1995.  Management
cautions that these  statements  represent  projections  and estimates of future
performance  and involve  certain risks and  uncertainties.  Our actual  results
could  differ  materially  from  those  anticipated  in  these   forward-looking
statements  as a  result  of  certain  factors  including,  without  limitation,
potential  negative  effects from the continued sell off of excess  inventory at
discounted  prices;   potential  negative  effects  resulting  from  fluctuating
inventory  levels;  difficulties in achieving  operating  efficiencies;  loss of
programs or customers as a result of product  delivery  problems;  disruption in
the business  associated with changes in management;  potential negative effects
from the termination of the Victorinox(R)license agreement and the transition of
this business to Swiss Army Brands, Inc.; restrictions and limitations placed on
us by our  debt  instruments;  potential  negative  effects  of  loan  agreement
covenant   violations,   should  any  occur;   potential   negative  effects  of
transitioning  our  cutting  operations  from  Tampa,  Florida to the  Dominican
Republic and Honduras;  potential  negative effects from reducing  personnel and
not realizing the estimated cost savings;  expectations and beliefs with respect
to the brand strategy, research,  repositioning and creative development for the
Savane(R)brand  that  may  not be  achieved;  potential  negative  effects  from
terminating  certain executive officers and entering into separation  agreements
with them; expectations and beliefs with respect to the turn-around efforts that
may not be  achieved;  potential  negative  effects  of  possible  class  action
lawsuits; potential negative effects of possible shareholder derivative demands;
general economic conditions, including but not necessarily limited to, recession
or other  cyclical  effects  impacting  our  customers  in the United  States or
abroad;  changes in interest rates or currency exchange rates; potential changes
in demand in the retail market; reduction in the level of the consumer spending;
customer or consumer  rejection or non acceptance of major product  initiatives;
the availability and price of raw materials and global  manufacturing  costs and
restrictions;  increases in costs; the continued  acceptance of our existing and
new  products  by our  major  customers;  the  financial  strength  of our major
customers;  our  inability to continue to use certain  licensed  trademarks  and
tradenames,  including  Bill  Blass(R)  and  Van  Heusen(R);  continued  pricing
pressures on our product line; business  disruptions and costs arising from acts
of  terrorism  or other  military  activities  around the globe;  and other risk
factors listed from time to time in our SEC reports,  filings and announcements,
including our Annual Report on Form 10-K. In addition,  the estimated  financial
results  for any period do not  necessarily  indicate  the  results  that may be
expected for any future period, and we undertake no obligation to update them.




Item 3.  Quantitative and Qualitative Disclosures about Market Risk

     Our market risk is primarily  limited to  fluctuations in interest rates as
it pertains to our  borrowings  under the Amended  Facility and the Amended Real
Estate Loan.  There have been no material changes to the Item 7A disclosure made
in our Annual Report on Form 10-K for the fiscal year ended September 27, 2003.

Item 4.  Controls and Procedures

     We  carried  out  an  evaluation   under  the   supervision  and  with  the
participation  of our management  including the Chief Executive  Officer and the
Chief Financial  Officer,  of the  effectiveness of our disclosure  controls and
procedures as of the end of the period covered by this Quarterly  Report.  Based
on this  evaluation,  our Chief Executive  Officer and Chief  Financial  Officer
concluded  that  our  disclosure  controls  and  procedures  are  effective  for
recording, processing, summarizing and reporting the information we are required
to disclose in the reports we file under the  Securities  Exchange  Act of 1934,
within the time periods specified in the SEC's rules, regulations and forms. Our
management  necessarily applied its judgment in assessing the costs and benefits
of such  controls  and  procedures,  which  by their  nature  can  provide  only
reasonable assurance regarding management's control objectives.

     There has been no change in our internal  control over financial  reporting
during out last quarter,  identified in connection with the evaluation  referred
to above,  that has materially  affected,  or is reasonably likely to materially
affect, our internal control over financial reporting.

PART II  OTHER INFORMATION

Item 1.  Legal Proceedings

     Two lawsuits  seeking  class action status were filed on September 16, 2003
and  October 2, 2003,  in the U.S.  District  Court for the Middle  District  of
Florida,  Tampa  Division,  on behalf of all persons who  purchased or otherwise
acquired  the  securities  of our company  during the period from April 17, 2002
through January 20, 2003 (the "Class Period"). The lawsuits name our company and
certain  current and former officers and directors of our company as defendants.
The lawsuits  make a number of  allegations  against the  defendants,  including
allegations that during the Class Period,  the defendants  materially misled the
investing  public by  publicly  issuing  false  and  misleading  statements  and
omitting to disclose  material  facts  concerning  our company's  operations and
performance  and the retail market for its goods.  On December 15, 2003, the two
cases were consolidated whereby one of the cases was administratively closed. On
March 1, 2004, a  consolidated  amended  complaint  was filed adding  additional
current  company  directors as defendants.  We are reviewing these lawsuits with
our attorneys and intend to vigorously  defend them.  Because these cases are in
the early stages of litigation,  we are unable to form a reasonable  estimate of
potential loss, if any, and have not  established any reserves  related to these
cases.

     On  October  30,  2003,  a  purported  shareholder  sent  us a  shareholder
derivative demand pursuant to Florida Statute Section 607.07401 demanding, among
other things,  that we institute  litigation against current and former officers
and directors  Michael Kagan,  Eloy  Vallina-Laguera  and William  Compton.  The
demand  contends  that we should  attempt to recover  from  these  officers  and
directors  their  proceeds of certain  stock sales in July 2002.  The Company is
taking appropriate action in response to the demand.

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




Item 2.  Changes in Securities

Not Applicable

Item 3.  Defaults upon Senior Securities

Not Applicable

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

     At the Annual Meeting of  Shareholders of the Company held on, February 19,
2004,  the  following  matters  were  brought  before  and  voted  upon  by  the
shareholders:

     1.  A proposal  to elect two Directors in Class III to serve until the 2007
         Annual Meeting of the Shareholders of the Company:

                                               For           Withhold Authority

         Benito F. Bucay                    9,372,421               272,902
         (term to expire in 2007)

         Charles J. Smith                   9,371,597               273,726
         (term to expire in 2007)

     2.  A proposal  to  ratify  the  selection  of Ernst & Young LLP as the
         Company's independent  certified public accountants for the fiscal year
         ending October 2, 2004.

         For               Against          Abstain           Non-Votes

         9,575,106         64,277           5,940                  -


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 January 21, 2004,  we filed a Form 8-K which  contained a press  release
     announcing the hiring of BOLT as our new brand marketing and communications
     agency.

     On February 2, 2004,  we filed a Form 8-K which  contained a press  release
     announcing  that  the Board of Directors elected Ms. Leslie J.  Gillock  as
     Chairperson of the Board of Directors.

     On February 3, 2004,  we filed a Form 8-K which  contained a press  release
     announcing the results of our first fiscal quarter ending January 3, 2004.

     On March 8,  2004,  we filed a Form 8-K  which  contained  a press  release
     announcing that a distribution center in Mexico, which was not owned by us,
     was  destroyed  by  fire  along  with  $1.4  million  of our finished goods
     inventory.

     On March 29,  2004,  we filed a Form 8-K which  contained  a press  release
     announcing the sale of an administration building in Tampa, Florida.

                               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)

August 19, 2004





Index to Exhibits

Exhibit
Number                                  Description

   *3.1           Amended  and  Restated  Articles of Incorporation  of Tropical
                  Sportswear  Int'l  Corporation   (filed  as  Exhibit  3.1   to
                  Tropical  Sportswear  Int'l  Corporation's Form 10-Q filed May
                  14, 2002).
   *3.2           Amended  and  Restated  By-Laws  of Tropical  Sportswear Int'l
                  Corporation (filed as Exhibit 3.2 to Tropical Sportswear Int'l
                  Corporation's Form 10-K filed January 3, 2004).
   *4.1           Specimen  Certificate  for   the   Common  Stock  of  Tropical
                  Sportswear  Int'l  Corporation   (filed  as   Exhibit  4.1  to
                  Amendment No. 1  to  Tropical  Sportswear  Int'l Corporation's
                  Registration Statement on Form S-1 filed October 2, 1997).
   *4.2           Shareholders'  Agreement  dated as of September 29, 1997 among
                  Tropical Sportswear Int'l Corporation, William W. Compton, the
                  Compton Family Limited Partnership,  Michael Kagan,  the Kagan
                  Family  Limited  Partnership, Shakale Internacional,  S.A. and
                  Accel,  S.A. de C.V. (filed as Exhibit 4.2 to Amendment No. 1
                  to Tropical  Sportswear  Int'l
                  Corporation's Registration Statement on Form S-1 filed October
                  2, 1997).
   *4.3           Indenture dated as of June 24, 1998 among Tropical  Sportswear
                  Int'l Corporation, the  Subsidiary  Guarantors  named therein,
                  and SunTrust Bank,  Atlanta,  as trustee (filed as Exhibit 4.4
                  to  Tropical   Sportswear  Int'l  Corporation's   Registration
                  Statement on Form S-4 filed August 20, 1998).
   *4.4           Shareholder   Protection   Rights   Agreement,   dated  as  of
                  November  13,  1998,   between   Tropical   Sportswear   Int'l
                  Corporation  and Firstar Bank Milwaukee, N.A. (which  includes
                  as Exhibit B thereto the Form of Right Certificate)  (filed as
                  Exhibit 99.1 of Tropical  Sportswear  Int'l  Corporation's
                  current report on Form 8-K dated  November 13, 1998).
   *4.5           Supplemental Indenture No. 1 dated as of August 23, 2000 among
                  Tropical  Sportswear  Int'l  Corporation,   each  of  the  New
                  Subsidiary  Guarantors  named  therein,  and  SunTrust   Bank,
                  Atlanta,  as  trustee  (filed  as  Exhibit  4.5  to   Tropical
                  Sportswear  Int'l  Corporation's  Annual  Report  on Form 10-K
                  filed December 19, 2000).
   *10.1          Amended  and  Restated  Loan and Security Agreement with Fleet
                  Capital  Corporation  dated  June  6, 2003  (filed  as Exhibit
                  10.1  of  Tropical  Sportswear  Int'l  Corporation's Form 10-Q
                  filed August 8, 2003).
   *10.2          Amendment No. 1  to  Amended  and  Restated  Loan and Security
                  Agreement  with Fleet Capital  Corporation  dated September 9,
                  2003 (filed  as  Exhibit 10.38  of  Tropical  Sportswear Int'l
                  Corporation's Form 10-K filed January 13, 2004).
   *10.3          Amended  and  Restated Loan and Security  Agreement with Fleet
                  Capital Corporation dated September 9, 2003  (filed as Exhibit
                  10.39  of  Tropical  Sportswear  Int'l Corporation's Form 10-K
                  filed January 13, 2004).
   *10.4          Second  Amended  and Restated Loan and Security Agreement with
                  Fleet Capital  Corporation  dated  January 12, 2004  (filed as
                  Exhibit 10.40 of Tropical Sportswear Int'l  Corporation's Form
                  10-K filed January 13, 2004).
   *10.5          First  Amendment  to  Amended  and  Restated Loan and Security
                  Agreement with Fleet Capital  Corporation  dated  January  12,
                  2004   (filed  as  Exhibit 10.41  of Tropical Sportswear Int'l
                  Corporation's Form 10-K filed January 13, 2004).
     31.1         Certification   of  Chief   Executive  Officer   pursuant   to
                  Securities  Exchange  Act  Rules  13a-15(e)  and  15d-15(e) 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-15(e)  and 15d-15(e)  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.`