EXHIBIT 10.31

                       THIRD AMENDMENT TO RETAIL-DOMESTIC
                         COLLECTION FACTORING AGREEMENT

           This  THIRD  AMENDMENT  to that  certain  Retail-Domestic  Collection
Factoring  Agreement  ("Amendment")  is made and  entered  into this 24th day of
August,  1998  by and  between  Tropical  Sportswear  International  Corporation
("TSI") and Heller Financial, Inc.
("Heller").

           WHEREAS,  Heller  and TSI are  parties  to a certain  Retail-Domestic
Collection  Factoring  Agreement  with an Effective Date of October 1, 1995, and
all amendments  thereto (the "Agreement"),  and WHEREAS,  effective _____, 1997,
TSI changed its name to Tropical  Sportswear Int'l Corporation  ("Client");  and
WHEREAS,  Heller and TSI have agreed to certain  changes in the  Agreement;  and
WHEREAS, the parties desire to amend the Agreement as hereinafter set forth.

           NOW,  THEREFORE,  in  consideration  of  the  mutual  conditions  and
agreements  set forth in the  Agreement and this  Amendment,  and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereby agree as follows:

1.         Definitions.    Capitalized  terms  used  in  the  Agreement,  unless
otherwise  defined herein,  shall have the meaning ascribed to such terms in the
Agreement.

2.         Amendments. Subject to the conditions set forth below, the  Agreement
is amended as follows:

(a)      The Agreement and all other documents are amended by deleting  Tropical
         Sportswear  International  Corporation  and  inserting the following in
         lieu thereof:

                      Tropical Sportswear Int'l Corporation

                  All references in the Agreement and all other  documents shall
mean and include Tropical Sportswear Int'l Corporation.

(b)        Subsection 1.3 is amended as follows:

                  We will  assume  the  Credit  Risk on all  Approved  Accounts,
         provided,  however,  that during each Contract Year,  liability for the
         Credit Loss will be shared by you and us as  follows:  (a) you shall be
         liable and we shall have  recourse  against you for that portion of the
         Credit Loss up to an amount equal to .10% of the  Aggregate  Net Amount
         and (b) if the  Credit  Loss  exceeds  an  amount  equal to .10% of the
         Aggregate Net Amount, we shall be liable for that portion of the Credit
         Loss in excess of such amount.

                  (c) Subsection 2.2 is amended by deleting the 1st sentence and
         inserting the following: (The last sentence remains unchanged.)

                  2.2 At the time we purchase  an  Account,  we will charge your
         account  with a factoring  commission  of .25% of the Net Amount of the
         Account.  Notwithstanding  the  foregoing,  you will pay us a factoring
         commission  of .18% of the Net Amount  purchased  by us on all sales to
         WalMart  and  Sam's  Club,  provided,  however,  in the  event  that we
         determine that the credit of WalMart or Sam's Club has fallen below 4A2
         as published in Dun & Bradstreet then we in our reasonable  discretion,
         increase such commission to .25%.

                  (d)      Section 9 is amended to reflect a new date:

              This  Agreement  shall  continue  in full force and  effect  until
     September 30, 2001 and shall continue thereafter until terminated by either
     party  giving the other  party not less than 30 days prior  written  notice
     thereof.

3.        Effectiveness.  This amendment  will become effective as of  September
30, 1998.

4.        Corporate  Action.  The  execution,  delivery and  performance of this
Amendment has been duly authorized by all requisite corporate action on the part
of Client and this  Amendment  has been duly  executed and delivered by Client.

5.        Severability.  Any  provision  of this  Amendment  held by a court  of
competent  jurisdiction  to  be  invalid  or unenforceable  shall  not impair or
invalidate  the  remainder  of  this  Amendment and the effect thereof shall  be
confined to the provision so held to be invalid or unenforceable.

6.        References.  Any reference to the Agreement contained in any document,
instrument  or agreement  executed in connection  with the  Agreement,  shall be
deemed to be a reference to the agreement as modified by this Amendment.

7.        Ratification.  The terms and  provisions  set forth in this  Amendment
shall  modify and  supersede all   inconsistent  terms  and  provisions  of  the
Agreement,  and  shall  not  be  deemed  to be a consent to the modification  or
waiver  of  any  other   term   of  condition   of  the  Agreement.   Except  as
expressly modified and  superseded  by this Amendment,  the terms and provisions
of the Agreement are ratified and confirmed and shall continue in full force and
effect.


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


HELLER FINANCIAL, INC.                    TROPICAL SPORTSWEAR INT'L CORPORATION


By:        /s/ Michael J. Roche           By:        /s/ Larry McPherson
Title:     Group President                Title:     EVP Finance and Operations