AMENDMENT NO. 1
                                       TO
                          SHAREHOLDER RIGHTS AGREEMENT

     The  Amendment  No. 1 (the "Amendment") to the Shareholder Rights Agreement
                                 ---------
dated  December  10, 1999 (the "Rights Agreement") by and between Delta Woodside
                                ----------------
Industries,  Inc., a South Carolina corporation (the "Company"), and First Union
                                                      -------
National  Bank  as  Rights  Agent  (the  "Rights  Agent") is entered into by and
                                          -------------
between  the  Company  and  the  Rights  Agent.  Capitalized  terms used in this
Amendment  and  not  otherwise  defined herein have the same meaning ascribed to
such  terms  in  the  Rights  Agreement.

                                    RECITALS

A.   Paragraph  11(c) of the Rights  Agreement  generally  provides in part that
     there shall be no adjustment  or  alteration  to the Exercise  Price of the
     Rights in connection with any  distribution to the holders of the Company's
     Common Stock of capital  stock of any  subsidiary  of the Company  owning a
     majority of assets of the Duck Head Apparel  Company  division or the Delta
     Apparel Company division of the Company provided that such  distribution is
     consummated prior to March 31, 2000.

B.   The Company  expects to consummate one or more such  distributions  but not
     prior to March 31, 2000. The Company has determined that no such adjustment
     or alteration to the Exercise  Price should occur if any such  distribution
     occurs on or before July 31, 2000.

C.   Section 27 of the Rights Agreement  generally  provides in part that, prior
     to the  Distribution  Date, the Rights Agent and the Company  shall,  if so
     directed by the Company, amend the Rights Agreement without the approval of
     any  holders of  certificates  representing  the  Company's  Common  Stock,
     provided that the Rights Agent must consent to any such amendment  changing
     the rights and duties of the Rights Agent.

                                    AGREEMENT

     In  consideration  for the mutual covenants contained herein and other good
and valuable consideration, the sufficiency of which is hereby acknowledged, the
Company  and  the  Rights  Agent  hereby  agree  as  follows:

1.   Paragraph  11(c) of the Rights  Agreement is hereby amended by deleting the
     date  "March 31,  2000" in the last  sentence of such  paragraph  11(c) and
     replacing it with the date "July 31, 2000."

2.   Except as explicitly provided in this Amendment, the Rights Agreement shall
     remain in full force and effect and unamended hereby.

3.   This Amendment  shall be deemed to be a contract made under the laws of the
     State of South  Carolina  and for all  purposes  shall be  governed  by and
     construed in accordance with the laws of such State applicable to contracts
     to be made and to be performed entirely within South Carolina.


<PAGE>
4.   This  Agreement may be executed in any number of  counterparts  and each of
     such counterparts  shall for all purposes be deemed to be an original,  and
     all  such  counterparts  shall  together  constitute  but one and the  same
     instrument.

     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Amendment to be
duly  executed  and  attested,  to  be  effective  as  of  March  16,  2000.



ATTEST:                                       DELTA  WOODSIDE  INDUSTRIES,  INC.


By:  /s/  Jane  H.  Greer                     By:  /s/  E.  Erwin  Maddrey  II
   ------------------------                      -----------------------------
Name:   Jane  H.  Greer                       Name:  E.  Erwin  Maddrey  II
      ---------------------                        ---------------------------
Title:  V.P./Secty                            Title:  President
      ---------------------                         --------------------------


ATTEST:                                       FIRST  UNION  NATIONAL  BANK


By:  /s/  Johnnie  H.  Coble                  By:  /s/  Patrick  J.  Edwards
   --------------------------                    ---------------------------
Name:   Johnnie  H.  Coble                    Name:   Patrick  J.  Edwards
      -----------------------                       ------------------------
Title:  Corp.  Trust  Officer                 Title:  Vice  President
      -----------------------                        -----------------------


<PAGE>