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

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

For the quarterly period ended September 26, 1998
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 [X] No [  ].

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  November 2, 1998

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS
H(1)(a) AND H(1)(b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM
WITH THE REDUCED DISCLOSURE FORMAT.


DELTA MILLS, INC.

                             INDEX
                                                                Page
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

  Condensed consolidated balance sheets--
  September 26, 1998 and June 27, 1998                          3-4 

  Condensed consolidated statements of operations--
  Three months ended September 26, 1998 and
  September 27, 1997                                               5

  Condensed consolidated statements of cash
  flows-Three months ended September 26, 1998
  and September 27, 1997                                           6

  Notes to condensed consolidated financial
  statements-September 26, 1998                                  7-9

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

Part II.  OTHER INFORMATION

Item 1.    Legal Proceedings                                      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

                                   September 26,    June 27,
ASSETS                                 1998          1998
                                   (Unaudited)
                                          (In thousands)
CURRENT ASSETS
  Cash and cash equivalents           $2,358          $544
  Accounts receivable:
     Factor and other                 78,718        82,454
     Affiliates                       12,663         6,783
                                    ___________   ___________
                                      91,381        89,237
     Less allowances for doubtful
      accounts and returns               284           246
                                    ___________   ___________
                                      91,097        88,991
  Inventories
     Finished goods                   12,325        10,427
     Work in process                  37,338        37,000
     Raw materials and supplies        8,909         8,412
                                   ___________   ___________
                                      58,572        55,839

  Current assets of discontinued
    operations                         4,626        15,484
  Deferred income taxes and
     other assets                      3,028         2,567
                                   ___________   ___________
          TOTAL CURRENT ASSETS       159,681       163,425
PROPERTY, PLANT AND
EQUIPMENT, at cost                   195,734       201,887
  Less accumulated depreciation       77,128        80,257
                                   ___________   ___________
                                     118,606       121,630

DEFERRED LOAN COSTS AND
 OTHER ASSETS                          5,299         5,235
                                   ___________   ___________
                                    $283,586      $290,290
                                   ___________   ___________
                                   ___________   ___________


DELTA MILLS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

                                             September 26,    June 27,
                                                 1998          1998
                                              (Unaudited)
                                                     (In thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
  Trade accounts payable                        $17,975       $23,890
  Payable to affiliates                           4,274         4,493
  Accrued and sundry liabilities                 16,781        20,979
  Accrued restructuring charges                   5,327         6,640
                                              ___________   ___________
         TOTAL CURRENT LIABILITIES               44,357        56,002

LONG-TERM DEBT                                  175,000       176,635
DEFERRED INCOME TAXES                             9,987         7,431
OTHER LIABILITIES AND DEFERRED
   CREDITS                                        6,135        10,144

SHAREHOLDERS' EQUITY


  Common Stock -- par value $.01 a share -- authorized
  3,000 shares, issued and outstanding 100
  Additional paid-in capital                     51,792        51,792
  Retained earnings                              (3,685)      (11,714)
                                              ___________   ___________
                                                 48,107        40,078
COMMITMENTS AND CONTINGENCIES
                                               $283,586      $290,290
                                             ___________   ___________
                                             ___________   ___________
DELTA MILLS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
 (In thousands)

                                                Three Months Ended
                                            September 26, September 27,
                                               1998          1997

Net sales to non-affiliated parties           $83,702       $88,571
Net sales to affiliated parties                 8,715        $3,812
                                            ___________   ___________
Net sales                                      92,417       $92,383
Cost of goods sold                             75,229        75,358
                                            ___________   ___________
Gross profit                                   17,188        17,025
Selling, general and administrative expenses    3,948         4,104
Other income (expense)                            (25)          (15)
                                             ___________   ___________
  OPERATING PROFIT                             13,265        12,936
Interest (expense) income:
  Interest expense                              4,514         4,323
  Interest (income)                               (25)          (15)
                                              ___________   ___________
                                                4,489         4,308
 INCOME FROM CONTINUING
  OPERATIONS BEFORE INCOME TAXES                8,776         8,628
Income tax expense                              3,379         3,325
                                               ___________   ___________
 INCOME FROM CONTINUING
  OPERATIONS                                    5,397         5,303

Decrease in estimate of loss on
 disposal of discontinued operations
 less applicable income taxes                   2,632
(Loss) from operations of discontinued
  operations less applicable income taxes                    (1,637)
                                               ___________   ___________
Income (Loss) from discontinued operations      2,632        (1,637)
                                               ___________   ___________
NET INCOME                                     $8,029        $3,666
                                               ___________   ___________
                                               ___________   ___________

See notes to consolidated financial statements.
DELTA MILLS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 (In thousands)                                    Three Months Ended
                                                September 26, September 27,
                                                    1998          1997
OPERATING ACTIVITIES
  Net income (loss)                                $8,029        $3,666
  Adjustments to reconcile net income to net
     cash provided by operating activities:
     Discontinued operations                        9,211        (5,917)
     Depreciation                                   3,432         3,699
     Amortization                                     (65)           56
     Other                                          3,754           349
     Changes in operating assets and liabilities  (20,060)     (155,337)
                                                 __________   ___________
               NET CASH PROVIDED BY   
               OPERATING  ACTIVITIES                4,301      (153,484)

INVESTING ACTIVITIES
  Property, plant and equipment:
     Purchases                                     (3,153)       (2,148)
     Proceeds of dispositions                         566             3
  Investing activities of discontinued operations   1,648        (1,036)
  Other                                                87
                                                 ___________   ___________
                NET CASH (USED) BY   
                INVESTING ACTIVITIES                 (852)       (3,181)

FINANCING ACTIVITIES
  Proceeds from revolving lines of credit          57,365       210,000
  Repayments on revolving lines of credit         (59,000)     (145,000)
  Net repayments of loan from parent company                    (53,440)
  Proceeds from issuance of long-term debt                      145,688
  Other                                                          (1,100)
                                               ___________   ___________
                 NET CASH (USED) PROVIDED BY   
                 FINANCING ACTIVITIES              (1,635)      156,148
                                                ___________   ___________

         INCREASE (DECREASE) IN CASH AND   
                        CASH EQUIVALENTS            1,814          (517)

Cash and cash equivalents at beginning of year        544         1,095
                                                ___________   ___________

               CASH AND CASH EQUIVALENTS   
                          AT END OF YEAR           $2,358          $578
                                                 ___________   ___________
                                                 ___________   ___________
See notes to consolidated financial statements.

DELTA MILLS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
(UNAUDITED)

September 26, 1998

NOTE A--BASIS OF PRESENTATION

The accompanying unaudited combined condensed 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 three months ended  September 26,
1998 are not necessarily indicative of the results that may be
expected for  the year ending  July 3, 1999.  For further information,
refer to the consolidated financial statements and footnotes thereto
included in the Company's annual report on Form 10-K for the year
ended June 27, 1998.

NOTE B--DISCONTINUED OPERATIONS
On March 3, 1998, the Company made the decision to close its
Stevcoknit Fabrics division.  The Company expects to complete
disposition of the business during the second quarter of fiscal year
1999.  During the first quarter of fiscal 1999, the Company reduced
the estimate of the cost to close the business and recognized a credit
of $2.6 million in discontinued operations, including a tax benefit of
$1.8 million. The amount the Company will ultimately realize from the
liquidation of the Stevcoknit Fabrics division could differ materially
from the carrying value of the assets of the business.

The assets of discontinued businesses at September 26, 1998 and June
27, 1998, are as follows:
                              September 26,    June 27,
(In thousands)                      1998         1998  

Accounts Receivable                 $4,576      $13,893
Inventories                              0        1,529
Other current assets                    50           62
                                   _______      _______
      Total current assets           4,626       15,484

Property, plant and
equipment net of
accumulated depreciation                11           12
                                   _______      _______
      Total Assets                  $4,637      $15,496
                                   _______      _______
                                   _______      _______

NOTE B--DISCONTINUED OPERATIONS (Continued)

Summarized results of operations for discontinued businesses are as
follows: (In thousands)
                                  Three Months Ended
                              September 26,September 27,
                                    1998         1997  

Net Sales                           $2,000      $27,548
Cost and expenses                    2,000       30,211
                                   _______      _______
(Loss) before income taxes               0       (2,663)
Income tax (benefit)                             (1,026)
                                   _______      _______
(Loss) from discontinued
operations                              $0      ($1,637)
                                   _______      _______
                                   _______      _______

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 "Guarantee") the Company's payment of
principal, premium, interest and certain liquidated damages, if any,
on the Company's senior notes (the "Notes").  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--SUMMARIZED FINANCIAL INFORMATION OF SUBSIDIARY
(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 investors.

Summarized financial information for the Guarantor is as follows (in
thousands):
                                 September 26,  June 27,
                                     1998         1998

Current assets                        $364       $1,301
Noncurrent assets                      100          412
Current liabilities                    146        1,428
Noncurrent liabilities               1,313        1,260
Stockholder's (deficit)               (995)        (975)

Summarized results of operations for the Guarantor are as follows (in
thousands):
                                   Three Months Ended
                                September 26,  September 27,
                                    1998           1997

Net sales - intercompany
commissions...................      $1,377        1,591
Costs and expenses............       1,327        1,413
Income from continuing operati         184          120
Net income (loss)                      (83)        (116)


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The Company manufactures and sells finished and unfinished woven
fabrics to non-affiliated parties and manufactures and sells yarn,
primarily to Delta Apparel, a division of Duck Head Apparel which is
owned by the parent Company Delta Woodside Industries, Inc.  Operating
profits were slightly ahead of the same quarter of the prior fiscal
year while sales to non-affiliated parties declined 6% to $83 million.
 The decline was due primarily to a decrease in sales of unfinished
(greige) fabrics, and a decline in sales of finished fabric to
government accounts.  Gross margins continue to benefit from the
modernization program completed during fiscal 1997, and from lower raw
material costs.   Business remains good with the exception of the
unfinished fabrics portion of the business which is operating on
reduced running schedules.  This market represents less than 10% of
sales, and this production is being shifted to alternative end markets.

Income from continuing operations in the first quarter of fiscal year
1999 was approximately the same as in the first quarter of the prior
fiscal year.  Both interest expense and interest income were
approximately the same in the current quarter compared to the first
quarter of the prior fiscal year.

The Stevcoknit liquidation is almost complete and the Company expects
to collect the remaining accounts receivable during the second quarter
of fiscal 1999.

Order backlogs decreased to $93 million at September 26, 1998 as
compared $112 million at September 27, 1997.  

Inventories increased $2.8 million to $59 million at September 26,
1998 as compared to inventories at  June 27, 1998, but decreased from
inventory levels at September 27, 1997.

The Company has a variety of computers and systems that are subject to Year 
2000 issues.  The Year 2000 problem arose because many existing computer
programs use only the last two digits to refer to a year.  Therefore, these
programs do not properly recognize a year that beings with "20" instead
of the familiar "19".  If not corrected, many computer applications could
fail, or cause erroneous results.  The Company has considered the impact
of Year 2000 issues on the Company's computer information systems and other
equipment that use embedded technology such as micro-controllers, and has
developed a remediation plan.  The Company's Year 2000 plan includes 1) 
Identifying year 2000 issues, 2) Assessment and prioritization of issues,
3) Remediation, and 4) Testing for year 2000 compliance.  Because the
Company has a wide variety of systems and equipment at various locations
affected by the Year 2000 issue, various aspects of the Company's Year 2000
efforts are at different stages of progress.  Most of the work now being
done involves remediation and testing of Year 2000 solutions.  Expenditures 
in fiscal 1998 for the Year 2000 project amounted to approximately $21,000.
As a part of its plan to achieve Year 2000 compliance, the Company has
decided to accelerate the schedule for implementation of certain data
collection systems.  The cost of these systems is approximately $1 million.  The
Company now expects to spend approximately $1.2 million on software improvements
and remediation work in fiscal year 1999, and an additional $.3 million in
fiscal year 2000, with completion expected by the first quarter of fiscal 
year 2000.  Key vendors and customers have documented assurance of current
or planned readiness for the year 2000.  The most likely worst-case scenario 
is that certain non-critical business systems might fail.  The Company has
developed contingency plans for all systems that had not been remediated as
of December 26, 1998.  Contingency plans include the option to disable certain
systems or to use alternate methods of providing the same or similar service.
The Company does not believe that these non-critical systems will have a
material adverse impact on the Company's ability to generate revenue.  In the
event that the Company is unable to implement all or a part of its Year 2000
plan, then some of the Company's computer systems could fail.  Any liability
or lost revenue associated with systems failure cannot be reasonably estimated
at this time.

The Company believes that cash flow generated by its operations and
funds available under its current credit facilities will be sufficient
to service its debt, to satisfy its day-to-day working capital
requirements, and to fund its planned capital expenditures.

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings*
Item 5.   Other Information*
Item 6.   Exhibits and Reports on Form 8-K
             (a)    Exhibits required by Item 601 of Regulation S-K
                     None
              (b)  No reports were filed on form 8-K during the quarter
                   ended September 26, 1998

    Items 1 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       November 5, 1998                    /s/ Robert W. Humphreys
                                               Robert W. Humphreys
                                               Vice President - Finance