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

                                                     FORM 10-Q

 [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended                     June 28, 2003


                                                        or

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




Commission File Number                               0-23161


                                     Tropical Sportswear Int'l Corporation

                              (Exact name of registrant as specified in its charter)

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

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

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


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

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

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


As of August 6, 2003 there were 11,121,702 shares of the registrant's Common Stock outstanding.




                                       TROPICAL SPORTSWEAR INT'L CORPORATION

                                                     FORM 10-Q
                                                 TABLE OF CONTENTS


PART I     Financial Information                                                           Page No.
                                                                                           --------

Item 1     Financial Statements                                                              3

Item 2     Management's Discussion and Analysis of Financial Condition and
           Results of Operations                                                            13

Item 3     Quantitative and Qualitative Disclosures about Market Risk                       19

Item 4     Controls and Procedures                                                          19


PART II    Other Information

Item 1     Legal Proceedings                                                                19

Item 2     Changes in Securities                                                            19

Item 3     Defaults upon Senior Securities                                                  19

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

Item 5     Other Information                                                                20

Item 6     Exhibits and Reports on Form 8-K                                                 20




PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements

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


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

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

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

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

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




                                              See accompanying notes.





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


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

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

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

                    LIABILITIES AND SHAREHOLDERS' EQUITY

          Current Liabilities:
             Accounts payable and accrued expenses                              $  38,356            $  60,599
             Current portion of long-term debt and capital leases                   1,293                1,251
                                                                            -----------------   ------------------
                         Total current liabilities                                 39,649               61,850

          Long-term debt and capital leases                                       141,447              108,922
          Other non-current liabilities                                             9,414                9,064
                                                                            -----------------   ------------------
                         Total liabilities                                        190,510              179,836

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

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


                                              See accompanying notes.





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


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


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


Financing activities:
Net change in long-term debt and capital leases                             32,117                   (40,833)
Proceeds from sale of common stock                                               -                    63,870
Proceeds from exercise of stock options                                          5                     2,588
                                                                       ====================    ================
    Net cash provided by financing activities                               32,122                    25,625
                                                                       --------------------    ----------------
Change in currency translation and other                                     2,350                     1,172
Net (decrease) increase in cash and cash equivalents                       (19,429)                   38,766
Cash and cash equivalents at beginning of period                            28,284                     1,714
                                                                       --------------------    ----------------
Cash and cash equivalents at end of period                                  $8,855                   $40,480
                                                                       ====================    ================

                                              See accompanying notes.



                                       TROPICAL SPORTSWEAR INT'L CORPORATION
                               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                    (UNAUDITED)
                                       June 28, 2003 and September 28, 2002
                                (In thousands, except share and per share amounts)


1.   BASIS OF PRESENTATION

The accompanying  unaudited  condensed  consolidated  financial  statements of Tropical Sportswear Int'l Corporation
(the  "Company")  include  the  accounts  of Tropical  Sportswear  Int'l  Corporation  and its  subsidiaries.  These
financial  statements have been prepared in accordance with the  instructions for Form 10-Q and,  therefore,  do not
include  all  information  and  footnotes  required by  generally  accepted  accounting  principles.  The  unaudited
condensed  consolidated  financial  statements should be read in conjunction with the audited  financial  statements
and related  notes  included in the Company's  Annual Report on Form 10-K for the year ended  September 28, 2002. In
the opinion of  management,  the  unaudited  condensed  consolidated  financial  statements  contain  all  necessary
adjustments  (which include only normal,  recurring  adjustments)  for a fair  presentation  of the interim  periods
presented.  Operating  results  for the  thirty-nine  weeks ended June 28, 2003 are not  necessarily  indicative  of
results that may be expected for the entire fiscal year ending September 27, 2003.


2.  INVENTORIES

Inventories consist of the following:

                                                             June 28,         September 28,
                                                               2003               2002
                                                          -------------    ------------------

        Raw materials                                         $ 6,895            $ 7,772
        Work in process                                        13,548             18,696
        Finished goods                                         87,708             51,736
        Reserve for excess and slow moving inventory           (9,412)            (3,407)
                                                          -------------    ------------------
                                                              $98,739            $74,797
                                                          =============    ==================


3.  DEBT AND CAPITAL LEASES

Long-term debt and capital leases consist of the following:

                                                           June 28,           September 28,
                                                             2003                  2002
                                                       ----------------    -------------------

        Revolving credit line                                $ 33,476                $    -
        Real estate loan                                        7,000                 7,000
        Senior subordinated notes                             100,000               100,000
        Other                                                   2,264                 3,173
                                                        ---------------    -------------------
                                                              142,740               110,173
        Less current maturities                                (1,293)               (1,251)
                                                        ---------------    -------------------
                                                             $141,447              $108,922
                                                        ===============    ===================


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

As of June 28, 2003, the Company  violated  certain of the financial  covenants  associated with a real estate loan,
held by Bank of America,  and was in technical  default under terms of the real estate loan and in technical default
under the terms of the  Facility,  due to the cross  default  provision.  Fleet  Capital  has agreed to assume  this
real estate loan and eliminate all financial  covenants.  Additionally,  all other lenders in the Facility agreed to
waive the cross default  provision  that was triggered by the default on the real estate loan.  The Company is party
to an interest  rate swap  agreement  which had the effect of fixing the  interest  rate on $7.0 million of the real
estate loan.  The Company will  terminate the interest rate swap agreement  concurrent  with Fleet Capital  assuming
the loan and record a charge in the fourth  quarter of  approximately  $1.2 million to terminate  the interest  rate
swap.


4.  EARNINGS PER SHARE

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

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

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

Effect of dilutive stock options using
the treasury stock method                            -                 -                  -                224
                                          ---------------    --------------     --------------    ---------------

Denominator for diluted net income
(loss) per share                                11,118             8,204             11,066              8,101
                                          ===============    ==============     ==============    ===============

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

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


5.  SALE OF DUCK HEAD(R)TRADEMARKS

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

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


8.  RESTRUCTURING OF SAVANE INTERNATIONAL CORP.

On April 18, 2002, the Company  announced a plan to consolidate the  administrative,  cutting and related functions
of the Savane division in El Paso, Texas into the Tampa,  Florida  facility.  The Company has completed all aspects
of this  consolidation in the fiscal quarter ending March 29, 2003. As part of the  consolidation,  the Company has
vacated its El Paso, Texas administration building and cutting facility.


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

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

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

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

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

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


9.  RECENT ACCOUNTING PRONOUNCEMENTS

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

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

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

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

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

In January  2003,  the FASB  issued  Interpretation  No. 46,  "Consolidation  of  Variable  Interest  Entities,  an
interpretation  of Accounting  Research Bulletin No. 51" (the  Interpretation).   The  Interpretation  requires the
consolidation of entities in which an enterprise  absorbs a majority of the entity's  expected  losses,  receives a
majority of the entity's  expected  residual  returns,  or both,  as a result of  ownership,  contractual  or other
financial interests in the entity.   Currently,  entities are generally consolidated by an enterprise when it has a
controlling   financial   interest  through  ownership  of  a  majority  voting  interest  in  the  entity.     The
Interpretation's  consolidation  provisions  apply in the interim period beginning June 29, 2003.  The Company does
not expect the Interpretation to have a material impact on its consolidated financial statements.

10.  STOCK OPTION PLAN PRO FORMA INFORMATION

The Company has elected to follow  Accounting  Principles  Board  Opinion No. 25,  "Accounting  for Stock Issued to
Employees"  (APB 25) and  related  interpretations  in  accounting  for its  employee  stock  options  because  the
alternative  fair  value  accounting   provided  for  under  FASB  Statement  123,   "Accounting  for  Stock  Based
Compensation,"  (Statement No. 123) requires the use of option  valuation models that were not developed for use in
valuing  employee stock options.  Under APB 25, because the exercise price of the Company's  employee stock options
equal the market price of the underlying stock on the date of grant, no compensation expense is recognized.

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

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

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

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

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



11.  SUPPLEMENTAL COMBINING CONDENSED FINANCIAL STATEMENTS

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

The following is the unaudited  supplemental  combining  condensed  statement of operations  for the thirteen weeks
and thirty-nine  weeks ended June 28, 2003, and the thirteen weeks and  thirty-nine  weeks ended June 29, 2002, the
supplemental  combining  condensed  balance sheet as of June 28, 2003 and September 28, 2002, and the  supplemental
combining  condensed  statement of cash flows for the thirty-nine  weeks ended June 28, 2003, and thirty-nine weeks
ended  June 29,  2002.  The only  intercompany  eliminations  are the normal  intercompany  sales,  borrowings  and
investments in wholly owned  subsidiaries.  Separate complete  financial  statements of the guarantor  subsidiaries
are not presented because management believes that they are not material to investors.




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

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


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

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


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

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



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

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



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

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


LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued liabilities        $34,777           ($ 679)          $4,258          $     -         $  38,356
Current portion of long-term debt and
    capital leases                                  261            1,003               29                -             1,293
                                              -----------   -------------    -------------   ---------------     --------------
       Total current liabilities                 35,038              324            4,287                -            39,649

Long-term debt and noncurrent portion of
    capital leases                              140,929              419               99                -           141,447
Other noncurrent liabilities                      1,295            8,012              107                -             9,414
Shareholders' equity                            123,967          118,072           16,250         (135,285)          123,004
                                              -----------   -------------    -------------   ---------------     --------------
       Total liabilities and shareholders'
    equity                                     $301,229         $126,827          $20,743       ($ 135,285)         $313,514
                                              ===========   =============    =============   ===============     ==============




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

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

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




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

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



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

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


12. CONTINGENCIES

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

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

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations.

The  following  discussion  and  analysis  of the  Company's  results of  operations  is based  upon our  unaudited
consolidated  financial  statements,  which have been prepared in accordance with accounting  principles  generally
accepted in the United States.  The  preparation  of financial  statements in conformity  with  generally  accepted
accounting  principles  requires that we make estimates and assumptions that affect the reported amounts of assets,
liabilities,  revenues and expenses,  and related disclosure of contingent assets and liabilities.  These estimates
and  assumptions  are based on historical and other facts believed to be reasonable  under the  circumstances,  the
results of which form the basis for making  judgments about the carrying values of assets and liabilities  that are
not  readily  apparent  from other  sources.  Actual  results  may differ  materially  from these  estimates  under
different  assumptions  or  conditions.  We have chosen  accounting  policies  that we believe are  appropriate  to
accurately and fairly report our operating results and financial  position,  and we apply those accounting policies
in a consistent  manner.  We have  identified  the policies  below as critical to our business  operations  and the
understanding of our results of operations.


Critical Accounting Policies

Inventories  -  Inventories  are  stated at the lower of cost or market.  Cost is  determined  using the  first-in,
first-out  method.  We evaluate our inventory by style,  color and size to determine  excess or slow moving product
based on projected  sales.  We record  provisions for markdowns and losses on excess and  slow-moving  inventory to
the  extent  the cost of  inventory  exceeds  estimated  net  realizable  value.  If actual  market  conditions  or
competitive pressures change, the level of inventory reserves would change.

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

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

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

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


Results of Operations

On April 18, 2002 we  announced a plan to  consolidate  the  administrative,  cutting and related  functions of the
Savane  division  in El Paso,  Texas  into the Tampa,  Florida  facility.  We have  completed  all  aspects of this
consolidation  in the fiscal quarter ending March 29, 2003. As part of the  consolidation,  we vacated our El Paso,
Texas  administration  building and cutting facility.  We experienced  delays and difficulties in consolidating our
El Paso,  Texas cutting  functions into our Tampa,  Florida  facilities  that have resulted in delays in delivering
products to our  customers  and lost sales in our first  quarter and second  quarters of fiscal 2003.  In addition,
during the first six months of fiscal 2003, we recorded sales allowances of  approximately  $5.6 million related to
delivery issues associated with the consolidation project.

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

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

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


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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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


Liquidity and Capital Resources

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

As of June 28, 2003, the Company  violated  certain of the financial covenants  associated with a real estate loan,
held by Bank of America,  and was in technical default under terms of the real estate loan and in technical default
under the terms of the  Facility,  due to the cross default  provision.  Fleet  Capital  has agreed to assume  this
real estate loan and eliminate all financial covenants.  Additionally,  all other lenders in the Facility agreed to
waive the cross default provision  that was triggered by the default on the real estate loan.  The Company is party
to an interest  rate swap agreement  which had the effect of fixing the  interest  rate on $7.0 million of the real
estate loan.  The Company will terminate the interest rate swap agreement  concurrent  with Fleet Capital  assuming
the loan and record a charge in the fourth quarter of  approximately  $1.2 million to terminate  the interest  rate
swap.

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

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

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

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

Our estimate of capital  needs is subject to a number of risks and  uncertainties  that could result in  additional
capital needs that have not been  anticipated.  An important  source of capital is our ability to begin to generate
positive  cash flow from  operations.  This is  dependent  upon our  ability  to  increase  revenues,  to  generate
adequate gross profit from those sales,  to reduce excess  inventories  and to control costs and expenses.  Another
important  source of capital is our ability to borrow under the  Facility.  We have violated  certain  covenants in
our  borrowing  agreements,  and to this point,  we have been able to obtain  waivers from our lenders  allowing us
continued  access to this source of capital.  However,  there can be no  assurances  that we will be able to obtain
waivers from our lenders should a violation  occur in the future.  Although there can be no assurances,  we believe
that our existing  working capital and borrowings  available  under our Facility  provide  sufficient  resources to
support current business activities.


Seasonality

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


Factors Affecting the Company's Business and Prospects

This  report  contains  forward-looking  statements  subject to the safe harbor  created by the Private  Securities
Litigation Reform Act of 1995.  Management  cautions that these statements  represent  projections and estimates of
future  performance and involve certain risks and  uncertainties.  Our actual results could differ  materially from
those  anticipated  in  these  forward-looking  statements  as a  result  of  certain  factors  including,  without
limitation:  negative  effects  resulting from increased  inventory  levels;  difficulties  in achieving  continued
operating  efficiencies;  disruptions  in the  business  associated  with  the  consolidation  of the  cutting  and
administrative  functions  of the Savane  division  from El Paso,  Texas to Tampa,  Florida;  loss or  reduction of
customer programs or customers  generally;  loss of programs or customers as a result of product delivery problems;
failure to achieve the planned cost savings  associated with the consolidation and  reorganization;  failure of our
customers  to accept our  post-consolidation  integrated  production  and selling of products;  disruptions  in the
business  associated  with  changes  in  management;  potential  negative  effects  from  the  termination  of  the
Victorinox(R)license agreement and the transition of this business to Swiss Army Brands,  Inc.;  potential negative
effects on existing  customer  relationships of selling the Duck Head(R)trademarks;  the potential negative effects
resulting from our decision to more quickly exit out of our Duck Head(R)retail outlet business;  potential negative
effects of loan agreement  covenant  violations,  should any occur;  potential  negative effects of transitioning a
majority of our production from Mexico to the Dominican  Republic;  restrictions  and  limitations  placed on us by
our debt instruments;  general economic  conditions,  including but not necessarily  limited to, recession or other
cyclical  effects  impacting our customers in the United  States or abroad,  changes in interest  rates or currency
exchange  rates;  potential  changes  in demand  in the  retail  market;  reduction  in the  level of the  consumer
spending; customer or consumer  rejection  or non  acceptance  of major  product  initiatives such as our Savane(R)
Motion  Moves With You(TM)pant;  the availability and price of raw  materials  and global  manufacturing  costs and
restrictions;  increases  in  costs;  the  continued  acceptance  of our  existing  and new  products  by our major
customers;  the  financial  strength of our major  customers;  our  inability  to continue to use certain  licensed
trademarks and tradenames, including Bill Blass(R)and Van Heusen(R);  business  disruptions  and costs arising from
acts of terrorism or other military  activities  around the globe;  and other risk factors listed from time to time
in our SEC  reports,  filings  and  announcements,  including  our Annual  Report on Form 10-K.  In  addition,  the
estimated  financial  results for any period do not  necessarily  indicate the results that may be expected for any
future period, and we undertake no obligation to update them.


Item 3.  Quantitative and Qualitative Disclosures about Market Risk

Our market risk is primarily  limited to fluctuations in interest rates as it pertains to our borrowings  under the
Facility  and the Real Estate  Loan.  There have been no  material  changes to the Item 7A  disclosure  made in our
Annual Report on Form 10-K for the fiscal year ended September 28, 2002.


Item 4.  Controls and Procedures

(a)      Evaluation of Disclosure Controls and Procedures

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

(b)      Changes in Internal Controls

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

PART II  OTHER INFORMATION

Item 1.  Legal Proceedings

Not Applicable

Item 2.  Changes in Securities

Not Applicable

Item 3.  Defaults upon Senior Securities

Not Applicable


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

Not Applicable

Item 5.  Other Information

Not Applicable

Item 6.  Exhibits and Reports on Form 8-K

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


         (b)    Reports on Form 8-K

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




                                                      SIGNATURES

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


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




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

August 4, 2003



                                                     Index to Exhibits




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

   *3.1           Amended and Restated Articles of Incorporation of Tropical  Sportswear Int'l  Corporation  (filed
                  as Exhibit 3.1 to Tropical Sportswear Int'l Corporation's Form 10-Q filed May 14, 2002).
   *3.2           Amended and Restated By-Laws of Tropical  Sportswear Int'l  Corporation  (filed as Exhibit 3.2 to
                  Tropical Sportswear Int'l Corporation's Form 10-Q filed August 12, 2002).
   *4.1           Specimen  Certificate for the Common Stock of Tropical  Sportswear  Int'l  Corporation  (filed as
                  Exhibit  4.1  to  Amendment  No.  1  to  Tropical  Sportswear  Int'l  Corporation's  Registration
                  Statement on Form S-1 filed October 2, 1997).
   *4.2           Shareholders'  Agreement  dated  as  of  September  29,  1997  among  Tropical  Sportswear  Int'l
                  Corporation,  William W. Compton,  the Compton Family  Limited  Partnership,  Michael Kagan,  the
                  Kagan Family Limited Partnership,  Shakale Internacional,  S.A. and Accel, S.A. de C.V. (filed as
                  Exhibit  4.2  to  Amendment  No.  1  to  Tropical  Sportswear  Int'l  Corporation's  Registration
                  Statement on Form S-1 filed October 2, 1997).
   *4.3           Indenture dated as of June 24, 1998 among Tropical  Sportswear Int'l Corporation,  the Subsidiary
                  Guarantors  named  therein,  and  SunTrust  Bank,  Atlanta,  as trustee  (filed as Exhibit 4.4 to
                  Tropical  Sportswear  Int'l  Corporation's  Registration  Statement  on Form S-4 filed August 20,
                  1998).
   *4.4           Shareholder  Protection  Rights  Agreement,  dated as of  November  13,  1998,  between  Tropical
                  Sportswear  Int'l  Corporation  and Firstar Bank  Milwaukee,  N.A.  (which  includes as Exhibit B
                  thereto  the Form of Right  Certificate)  (filed as Exhibit  99.1 of  Tropical  Sportswear  Int'l
                  Corporation's current report on Form 8-K dated November 13, 1998).
   *4.5           Supplemental  Indenture  No. 1 dated as of  August  23,  2000  among  Tropical  Sportswear  Int'l
                  Corporation,  each of the New Subsidiary  Guarantors named therein,  and SunTrust Bank,  Atlanta,
                  as trustee  (filed as Exhibit 4.5 to Tropical  Sportswear  Int'l  Corporation's  Annual Report on
                  Form 10-K filed December 19, 2000).
   10.1           Amended and  Restated  Loan and  Security  Agreement with Fleet Capital Corporation dated June 6,
                  2003 (filed herewith).
   10.2           Asset  Purchase  Agreement  by and among Goody's  Family  Clothing,  Inc.,  TSI Brands, Inc., and
                  Tropical Sportswear Int'l Corporation dated May 30,2003 (filed herewith).
   31.1           Certification  of Chief Executive  Officer  pursuant to Securities  Exchange Act Rules 13a-14 and
                  15d-14 as adopted pursuant to section 302 of the Sarbanes-Oxley act of 2002.
   31.2           Certification  of Chief Financial  Officer  pursuant to Securities  Exchange Act Rules 13a-14 and
                  15d-14 as adopted pursuant to section 302 of the Sarbanes-Oxley act of 2002.
   32.1           Certification  of Chief  Executive  Officer  pursuant  to 18  U.S.C.  Section  1350,  as  adopted
                  pursuant to section 906 of the Sarbanes-Oxley act of 2002.
   32.2           Certification  of Chief  Financial  Officer  pursuant  to 18  U.S.C.  Section  1350,  as  adopted
                  pursuant to section 906 of the Sarbanes-Oxley act of 2002.

*  Incorporated by reference.`