UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10-Q/A1


[ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended December 27, 1997

                                       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  333-376-17

                             DELTA MILLS, INC.
             (Exact name of registrant as specified in its charter)


                          DELAWARE                                 13-2677657

             (State or other jurisdiction of                   (I.R.S. Employer
             Incorporation or organization)               Identification No.)


     233 North Main Street
     Hammond Square, Suite 200
     Greenville, South Carolina                                 29601

     (Address of principal executive offices)                 (Zip Code)


                                864\232-8301

             Registrant's telephone number, including area code

                              Not Applicable

        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 that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90
days.  Yes       No  X  .

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Common Stock, $.01 Par Value--  100 shares as of February 4, 1998
                              INDEX

DELTA MILLS, INC.

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

                                                    Page


  Condensed consolidated balance sheets--
  December 27, 1997 and June 28, 1997               3-4

  Condensed consolidated statements of income --
  Three months ended December 27, 1997 and
  December 28, 1996                                   5

  Condensed consolidated statements of cash
  flows-- Three months ended December 27, 1997
  and December 28, 1996                               6

  Notes to condensed consolidated financial
  statements--December 27, 1997                     7-8

Item 2. Management's Discussion and Analysis of
     Financial Condition and Results of Operations 9-10

Item 3. Quantitative and Qualitative Disclosures
             About Market Risk                       10

Part II.  OTHER INFORMATION


Item 1. Legal Proceedings                            11

Item 2.Changes in Securities and Uses of Proceeds    11

Item 3.Defaults upon Senior Securities               11

Item 4.Submission of Matters to a Vote of Security
     Holders                                         11

Item 5.Other Information                             11

Item 6.Exhibits and Reports on Form 8-K              11


SIGNATURES                                           12





PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

DELTA MILLS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
                                  December 27,        June 28,
                                         1997            1997
                                      (Unaudited)
                                          (In thousands)
ASSETS

CURRENT ASSETS
  Cash and cash equivalents         $     3,254    $    1,095

  Accounts receivable:
     Factor                              77,773        83,676
     Customers                           19,945        19,989
        Affiliates                        4,901         2,953
                                        102,619       106,618
    Less allowances for doubtful
           accounts and returns             672         1,003
                                        101,947       105,615

  Inventories
    Finished goods                       22,757        13,160
    Work in process                      44,771        52,283
    Raw materials and supplies           11,667        11,752
                                         79,195        77,195
Deferred income taxes 
        and other current assets          3,246         3,553

            TOTAL CURRENT ASSETS        187,642       187,458

PROPERTY, PLANT AND EQUIPMENT
  Cost                                  278,297       276,193
  Less accumulated depreciation         128,843       118,641
                                        149,454       157,552
 OTHER ASSETS                             5,556

TOTAL ASSETS                           $342,652      $345,010










DELTA MILLS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS--Continued

                                       December 27,    June 28,
                                                 1997    1997
                                           (Unaudited)


LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
  Trade accounts payable                $   23,126    $  31,597
  Accrued and sundry liabilities            18,995       14,728
  Payable to affiliates                      3,789       58,469

        TOTAL CURRENT LIABILITIES           45,910      104,794

LONG-TERM DEBT, less current portion       210,000      210,189

DEFERRED INCOME TAXES                       17,601       16,547

OTHER LIABILITIES AND DEFERRED CREDITS       6,066        5,636

SHAREHOLDERS' EQUITY
  Common Stock, par value $.01--
      authorized 3,000 shares, issued
      and outstanding 100 shares

  Additional paid-in capital                51,792        2,134
  Retained earnings                         11,283        5,710

          TOTAL SHAREHOLDERS' EQUITY        63,075        7,844

COMMITMENTS AND CONTINGENCIES

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY$342,652     $345,010
















See notes to condensed consolidated financial statements
DELTA MILLS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)



                            Three Months Ended     Six Months Ended
                   December 27, December 28,December 27, December 28,
                        1997        1996          1997      1996
                            (In thousands, except shares)


Net sales           $  114,795 $  119,220   $  234,726 $  219,159
Cost of goods sold     100,232    103,525      203,343    190,276
Gross profit on sales   14,563     15,695       31,383     28,883
Selling, general and
  administrative expenses6,370      6,143       12,932     11,951
Other (income)             (27)    (1,177)         (42)    (1,202)
     OPERATING PROFIT    8,220     10,729       18,493     18,134

Interest expense (income):
  Interest expense       4,990      3,761        9,313      7,187
  Interest (income)        (48)        (6)         (63)       (21)
                         4,942      3,755        9,250      7,166

INCOME BEFORE
  INCOME TAXES           3,278      6,974        9,243     10,968


Income taxes             1,371      2,845        3,670      4,327

NET INCOME          $    1,907 $    4,129   $    5,573 $    6,641

Net income per share $   19.07  $   41.29    $   55.73 $    66.41

Weighted average shares
outstanding                100        100          100        100











See notes to condensed consolidated financial statements
DELTA MILLS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                        Six Months Ended
                                        December 27, December 28,
                                       1997               1996
                                              (In thousands)
OPERATING ACTIVITIES

  Net income                             $     5,573$     6,641
  Depreciation                                10,203      9,654
  Amortization                                   223       (14)
  Other                                        2,013      1,701
  Changes in operating assets and
     liabilities                             (15,136)   (12,333)

NET CASH PROVIDED BY OPERATING ACTIVITIES      2,876      5,649

INVESTING ACTIVITIES
   Property, plant and equipment purchases    (2,838)    (7,670)
   Other                                           6       (867)

NET CASH (USED) BY INVESTING ACTIVITIES       (2,832)    (8,537)


FINANCING ACTIVITIES
  Proceeds from revolving lines of credit     98,000
  Payments on revolving lines of credit      (38,000)
  Net proceeds from senior notes             145,688
  Repayment of amounts due to affiliates    (202,093)
  Net borrowing from affiliates                           2,887
  Other financing costs                       (1,480)

NET CASH (USED) PROVIDED BY
  FINANCING ACTIVITIES                         2,115      2,887

INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                             2,159         (1)

Cash and cash equivalents
                at beginning of period         1,095         44

CASH AND CASH EQUIVALENTS AT END OF PERIOD$   3,254$         43


See notes to condensed consolidated financial statements

DELTA MILLS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

December 27, 1997

NOTE A--BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of Delta
Mills, Inc. ("the Company") have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.  In the
opinion of management, all adjustments (consisting of only normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the quarter and six months ended December 27, 1997 are not
necessarily indicative of the results that may be expected for the year ending
June 27, 1998.  For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's Registration
Statement on Form S-4 (File No. 333-376-17).

The consolidated financial statements include the accounts of Delta Mills, Inc.
and its subsidiary (the "Company").  The Delta Mills, Inc. marketing divisions
of Delta Consolidated Corporation were transferred to Delta Mills Marketing,
Inc., in August 1997, Delta Mills Marketing, Inc. is the sole and wholly-owned
subsidiary of the Company.  The combination of these entities under common
control was accounted for similar to pooling of interest accounting for business
combinations.  All prior periods have been restated to reflect the consolidated
operations and financial position.  All significant intercompany balances and
transactions have been eliminated.  Delta Mills, Inc. is a wholly-owned
subsidiary of Alchem Capital Corporation, which is a wholly-owned subsidiary of
Delta Woodside Industries, Inc. ("DWI").

NOTE B-DEBT AND EQUITY

On August 25, 1997, the Company issued $150 million of unsecured ten-year senior
notes at an interest rate of 9.625%, and obtained a secured five-year $100
million revolving line of credit.  The net proceeds of the senior notes, the
initial borrowings under the new revolving line of credit and a capital
contribution of $49.7 million were used to repay the long-term debt and current
amounts payable to affiliate.   Other assets are deferred loan costs primarily
attributable to the unsecured senior notes.  These costs are being amortized
over the life of the debt.

NOTE C-SUMMARIZED FINANCIAL INFORMATION OF SUBSIDIARY

Delta Mills Marketing, Inc. (the "Guarantor") does not comprise a material
portion of the Company's assets or operations.  The Guarantor is a wholly-owned
subsidiary of the Company and has fully and unconditionally guaranteed the
Company's payment of principal, premium, interest and liquidated damages, if
any, on the Notes (the"Guarantee").  The Guarantor's liability under the
Guarantee is limited to such amount, the payment of which would not have left
the guarantor insolvent or with unreasonably small capital at the time its
Guarantee was entered into, after giving effect to the incurrence of existing
indebtedness immediately prior to such time.

The Guarantor is the sole subsidiary of the Company.  All future subsidiaries of
the Company will provide guarantees identical to the one described in the
preceding paragraph unless such future subsidiaries are Receivables Subsidiaries
(as defined in the indenture relating to the Notes).  Such additional guarantees
will be joint and several with the Guarantee of the Guarantor.


NOTE C-Continued

The Company has not presented separate financial statements or other disclosures
concerning the Guarantor because Company management has determined that such
information is not material to inventors.

Summarized financial information for the Guarantor is as follows (in thousands)
(unaudited):

                         June 28,       December 27,
                           1997               1997

Current assets          $2,507          $1,960
Noncurrent assets          163             137
Current liabilities      1,630           1,014
Noncurrent liabilities   1,035           1,236
Stockholders' equity         5           (153)


Summarized results of operations for the Guarantor are as follows (in thousands)
(unaudited):

              Three  Months  Ended                  Six Months Ended
             December 27,     December 28,  December 27,December 28,
                1997            1996           1997       1996


Net sales - intercompany
  commissions       $2,279       $2,291       $4,657     $4,237
Costs and expenses   2,051        2,043        4,377      3,959
Net income (loss)     (41)            2        (158)      (108)





DELTA MILLS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

Net sales for the second quarter of fiscal 1998 totaled $115 million, as
compared to $119 million for the second quarter of fiscal 1997, a decrease of
3%.  Net sales in the woven fabrics division were down slightly at $85 million
in the second quarter of fiscal 1998 as compared to the second quarter of fiscal
1997, primarily due to a decline in sales of commercial fabrics. Net sales in
the knitted fabrics division were $30 million in the second quarter of fiscal
1998, down from $33 million in the second quarter of fiscal 1997, a decrease of
9%.  Units sold as sell as unit prices decreased in the knitted fabrics
division, primarily in sales to related parties.

Net sales for the first six months of fiscal year 1998 totaled $235 million, as
compared to $219 million for the  first six months of fiscal year 1997, an
increase of 7%.  Sales of the woven fabrics division were $174 million in the
first six months of fiscal year 1998 as compared to $158 million in the first
six months of fiscal year 1997, an increase of 10% resulting from an increase in
unit sales and unit prices.  Sales of the knitted fabrics division were $61
million for the first six months of fiscal year 1998, approximately the same as
for the first six months of the prior fiscal year.

The gross profit margin in the second quarter of fiscal 1998 was 13%, down
slightly compared to the second quarter of fiscal 1997.  During the second
quarter of fiscal 1998, the woven fabrics division's gross profit was $15
million, approximately the same when compared to the second quarter of fiscal
1997.  Gross profit in the knitted fabrics division decreased from a profit of
$.6 million in the second quarter of fiscal 1997 to a loss of $.4 million in the
second quarter of fiscal 1998.  This decline was due to reduced sales as
described above and to an increase of off-quality production.

The gross profit margin in the first six months of fiscal year 1998 was 13%, a
slight increase compared to the first six months of the prior fiscal year.
During the first six months of fiscal year 1998, woven fabrics division gross
profit was $32 million, compared to $28 million for the first six months of the
prior fiscal year, a 13% increase. The gross profit increase was due principally
to an increase in demand for both government and commercial fabrics supported by
increased capacity in cotton fabric production.   Gross profit in the knitted
fabrics division declined from a profit of $.5 million for the first six months
of fiscal 1998 to a loss of $.6 million for the first six months of fiscal year
1998.  This decline was due to an increase in off-quality production, and
certain non-recurring accrual adjustments in fiscal 1997.

Operating earnings for the second quarter of fiscal 1998 were $8 million, as
compared to $11 million in the second quarter of fiscal 1997.  Operating
earnings in the woven fabrics division declined to $11 million in the second
quarter of fiscal 1998, from $13 million in the second fiscal quarter 1997.
Operating earnings in the second quarter of the prior fiscal year included  a
$1.2 million gain on the sale of a warehouse in the woven fabrics division.  The
knitted fabrics division reported operating losses in the second quarter of
fiscal 1998 and in the second quarter of fiscal 1997.

Operating earnings for the six months ended December 27, 1997 were $18 million,
approximately the same as in the first six months of the prior fiscal year.
Operating earnings in the woven fabrics division were $24 million in the six
months ended December 27, 1997, up from $22 million for the first six months of
the prior fiscal year.   Earnings for the first six months of the prior fiscal
year included a $1.2 million gain described in the preceding paragraph.
Operating losses in the knitted fabrics division increased in the current six
months compared to the same period of the prior fiscal year.

Interest expense for the quarter and six-months ended December 27, 1997 was up
compared to the same periods of the prior fiscal year.  The increase in interest
expense is primarily a result of the refinancing described in Note B to the
accompanying financial statements.

MANAGEMENT'S DISCUSSION AND ANALYSIS--Continued

With respect to certain South Carolina plants, the Company is working with the
appropriate state agency in developing a corrective action plan for addressing
toxicity and other permit-related issues including upgrades at the Company's
Delta 2 and 3 finishing plants.  A Delta 2 and 3 consent order (#97-109W) became
effective on December 2, 1997.  The order included a $4,000 penalty, which has
been paid.  The order requires correction of waste treatment plant deficiencies
by November 1, 1998.  Construction to upgrade the treatment process has
commenced.  The upgrades are estimated to cost between $2.0 million and $2.5
million. Management believes construction will be complete, deficiencies
corrected, and the upgraded treatment process in operation before the November
1, 1998 deadline.

The Company believes that cash flow generated by its operations and funds
available under its bank credit facility should be sufficient to service its
debt, to satisfy its day-to-day working capital needs and to fund its planned
capital expenditures.

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Not applicable.


PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings*

Item 2.   Changes in Securities and Use of Proceeds*

Item 3.   Defaults upon Senior Securities*

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

          The following summarizes the votes at the Annual Meeting of the
       Company's shareholders held on November 6, 1997:

          Election of                                              Broker
    Directors         For     Against  Withheld   Abstentions    Nonvotes

C. C. Guy                       100         0       0         N/A     N/A
E. E. Maddrey, II     100         0         0       N/A       N/A
B. A. Mickel          100         0         0       N/A       N/A
B. C. Rainsford       100         0         0       N/A       N/A

Item 5.Other Information*

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits required by Item 601 of Regulation S-K

            10.10     Delta Woodside Industries, Inc. Long
                      Term Incentive Plan:  Incorporated by reference to
                      Exhibit10.2 to Registration Statement on Form S-4 of
                      Delta Mills, Inc. (File No.  333-37617)


          (b)  No reports were filed by the registrant on Form 8-K during the
               quarter ended  December 27, 1997.


* Items 1, 2, 3 and 5 are not applicable





                                   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.





                                 Delta Mills, Inc.
                                 (Registrant)





Date         February 20, 1998                          /s/ Douglas J. Stevens

                                 Douglas J. Stevens
                                 Controller and
                                 Assistant Secretary