EXHIBIT 10.1.2


                               SECOND AMENDMENT TO
                              DELTA WOODSIDE GROUP
                   DEFERRED COMPENSATION PLAN FOR KEY MANAGERS

         This Second  Amendment  is made and entered  into as of the 16th day of
January, 2004 by Delta Woodside Industries,  Inc. (the "Company"),  Delta Mills,
Inc. and Delta Mills Marketing, Inc.

         The Delta Woodside Group Deferred  Compensation  Plan for Key Managers,
as amended and restated  June 30, 2000 (as amended,  the "Plan"),  is amended as
follows  (capitalized  terms not defined herein shall have the meaning set forth
in the Plan):

SECTION 1.  ACCELERATED  PAYMENT FOR  CURRENT  EMPLOYEES.  With  respect to each
Participant  who is an employee of the Company or any of its  subsidiaries as of
the date of this Second Amendment,  such Participant's accrued benefits shall be
paid as follows, subject to Section 2. and Section 3.:

         (A)      On February 15, 2004,  the Company shall pay such  Participant
                  40% of such  Participant's  accrued but unpaid  benefits under
                  the Plan as of such date.

         (B)      On February 15, 2005,  the Company shall pay such  Participant
                  50% of such  Participant's  accrued but unpaid  benefits under
                  the Plan as of such date.

         (C)      On February 15, 2006,  the Company shall pay such  Participant
                  66 2/3% of such  Participant's  accrued  but  unpaid  benefits
                  under the Plan as of such date.

         (D)      On February 15, 2007,  the Company shall pay such  Participant
                  100% of such  Participant's  accrued but unpaid benefits under
                  the Plan as of such date.

SECTION 2. CONDITIONS TO ACCELERATED PAYMENT.

         (A)      CREDIT FACILITY OR INDENTURE DEFAULT. No payment shall be made
                  under Section 1. if, at the time such payment is to be made, a
                  default exists, or would exist upon the making of the payment,
                  under  the  terms  of  either  (i) the  Revolving  Credit  and
                  Security  Agreement  dated as of March 31, 2000  between  GMAC
                  Commercial  Credit LLC and Delta Mills,  Inc., as amended from
                  time to time (the "Credit  Facility"),  or any  substitute  or
                  replacement  credit agreement,  or (ii) the Indenture dated as
                  of August  25,  1997 with  respect  to the Delta  Mills,  Inc.
                  Series A and  Series B 9 5/8%  Senior  Notes due 2007 with The
                  Bank of New York,  as  Trustee,  as amended  from time to time
                  (the  "Indenture"),  unless a valid and binding written waiver
                  has been  obtained  with  respect to such default or potential
                  default.

         (B)      INDENTURE  FIXED CHARGE  COVERAGE RATIO TEST. No payment shall
                  be made under  Section 1. if Delta  Mills,  Inc.,  at the time
                  such  payment  is to be made,  fails to meet the fixed  charge
                  coverage ratio test set forth in Section 4.09 of the Indenture
                  (for  the most  recently  ended  four  full  fiscal  quarters,
                  determined  on a pro forma basis as set forth in Section  4.09
                  of the  Indenture),  regardless  of  whether a waiver has been
                  obtained with respect to such failure.

         (C)      DEFERRAL OF PAYMENTS. Any payment that is not made as a result
                  of the conditions established by this Section shall be made at
                  the earliest  time that such payment can be made in compliance
                  with such conditions.

SECTION  3.  TERMINATION  OF  EMPLOYMENT.  If,  after  the  date of this  Second
Amendment,   a  Participant   terminates   service  with  the  Company  and  its
subsidiaries,  such Participant  shall receive payment of his remaining  accrued

<PAGE>

but unpaid benefits in a single lump sum as soon as reasonably  practicable (but
in any event within 45 days of the date of termination).  Termination of service
for purposes of this Second  Amendment  includes  termination of service for any
reason,  including  Retirement or any other Termination of Service as defined in
the Plan.

SECTION 4. RETIRED  EMPLOYEES.  Any  Participant who is no longer an employee of
the Company or any of its subsidiaries, as of the date of this Second Amendment,
but is entitled to receive  benefits under the Plan shall receive payment of his
remaining  accrued  but  unpaid  benefits  at  the  earliest  date(s)  that  the
Participant is entitled to receive such benefits (a) in accordance  with Section
1. (subject to Section 2.), treating such Participant for this purpose as though
the Participant were still an employee of the Company, or (b) in accordance with
the otherwise  applicable terms of the Plan relating to payment of benefits upon
termination of service.

SECTION 5. NO ADDITIONAL ACCRUAL OF BENEFITS; ACCRUAL OF INTEREST.  Effective as
of the date of this Amendment, no further Elective Deferrals or Deemed Deferrals
shall  be  credited  to any  Account  of  any  Participant,  and no  Participant
otherwise shall accrue any additional  benefits under the Plan,  provided that a
Participant's   Accounts  shall  continue  to  be  credited  with  the  Interest
Equivalent in accordance with the terms of the Plan, as amended.  The Plan shall
terminate effective as of the date that all accrued benefits under the Plan have
been paid.

SECTION 6. CHANGES TO DEFINITIONS.  The "Committee"  henceforth shall consist of
the  members of the  Compensation  Committee  of the Board of  Directors  of the
Company.

SECTION 7. PLAN. Except as expressly amended hereby, the terms of the Plan shall
remain unchanged, and the Plan shall remain in full force and effect.

SECTION8.  BUSINESS DAY. If any payment under this Second  Amendment is due on a
day that is not a business  day,  such payment shall be made instead on the next
succeeding business day.

Executed as of the date first set forth above.

DELTA WOODSIDE INDUSTRIES, INC.             DELTA MILLS, INC.

By:      /s/ W.H. Hardman, Jr.              By:      /s/ W.H. Hardman, Jr.
------------------------------                  ------------------------------
Name:    W.H. Hardman, Jr.                  Name:    W.H. Hardman, Jr.
Title:   CFO                                Title:   CFO


DELTA MILLS MARKETING, INC.

By:      /s/ W.H. Hardman, Jr.
------------------------------
Name:    W.H. Hardman, Jr.
Title:   CFO