Exhibit 4.3.1.2


                           GMAC COMMERCIAL CREDIT LLC
                           1290 Avenue of the Americas
                            New York, New York 10104


                                                    as of October 5, 2001

DELTA  MILLS,  INC.
100  Augusta  Street
Greenville, South Carolina 29601


        Re:  Consent and Amendment to Credit Agreement and Other Documents
             -------------------------------------------------------------

Gentlemen:

     Reference  is  made to the Revolving Credit and Security Agreement dated as
of  March  31,  2000  (as  amended,  restated,  renewed, extended, supplemented,
substituted or otherwise modified, the "Credit Agreement"), by and between DELTA
MILLS,  INC.  ("Borrower")  and  GMAC  COMMERCIAL CREDIT LLC, as a lender and as
agent  for  the lenders party to the Credit Agreement from time to time (in such
capacity, "Agent").  All capitalized terms used and not otherwise defined herein
shall  have  the  respective  meanings ascribed to them in the Credit Agreement.

     1.     Borrower  has  requested  that  Agent make certain amendments to the
Credit  Agreement  and  Agent  has  agreed  to  do  so, subject to the terms and
conditions  contained  herein.

     2.     Effective  as of the date hereof, the Credit Agreement and the Other
Documents  are  hereby  amended  as  follows:

          1     All  references to "March 31, 2003" appearing in Section 9(a) of
the Amended and Restated Factoring Agreement and Section 8.3(a) of the Factoring
Service  Agreement  are  amended  and  restated  to  read  "March  31,  2004."

          2     The  definition of "Term" appearing in Section 1.2 of the Credit
Agreement  is  hereby  amended  and  restated  in  its  entirety  as  follows:

               "  "Term"  shall  mean  the Closing Date through March 31, 2004."
                   ----

          3     Exhibit  5.5(b) of the Credit Agreement is hereby deleted in its
entirety  and  Exhibit 5.5(b) annexed to this Amendment is substituted therefor.

          4     Section  6.9  of  the  Credit  Agreement  is  hereby amended and
restated  in  its  entirety  to  read  as  follows:

               "6.9   Maximum  Leverage  Ratio.
                      ------------------------

               (a)  Maintain  as  of  the  dates  set  forth  below for the four
          consecutive quarter period ending thereon, a maximum Leverage Ratio of
          not  more  than  the  corresponding  ratios  set  forth  below:

               Maximum                      Four Quarter
               Leverage Ratio               Period Ending
               --------------               -------------

               25.5:1                       September 29, 2001
               105.00:1                     December 29, 2001
               18.50:1                      March 30, 2002
               6.50:1                       June 29, 2002


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          and as of the last day of each of Borrower's fiscal quarters occurring
          after  June  29,  2002  a  maximum Leverage Ratio of not more than the
          lesser  of (a) 6.50:1 or (b) an amount equal to Funded Indebtedness on
          the  last  day  of  the applicable fiscal quarter divided by an amount
          equal  to fifty percent (50%) of Borrower's EBITDA for Borrower's four
          consecutive  fiscal  quarters  ending  on  such  date.

               (b)  At  all  times,  if  at  the  end  of any fiscal quarter the
          aggregate amount of outstanding Revolving Advances ("Actual Advances")
          exceeds  the  amount of Revolving Advances set forth in the Borrower's
          business  plan  annexed  hereto as Exhibit 5.5(b), then the applicable
          maximum  Leverage  Ratio  set  forth  in Section 6.9(a) above shall be
          increased  by  multiplying such maximum Leverage Ratio by the quotient
          of  (i)  the  Adjusted  Funded Indebtedness (as defined below) on such
          date  divided  by (ii) the projected Funded Indebtedness for such date
          as  set  forth  on  Exhibit  5.5(b). For the purposes hereof, the term
          "Adjusted  Funded  Indebtedness"  for a particular date shall mean the
          sum of the projected Funded Indebtedness for such date as set forth on
          Exhibit 5.5(b) plus the Actual Advances on such date. For the purposes
          of  clarity,  the  following  is  provided  as  an  example:

                                Funded         Actual     Scheduled    Adjusted
                                ------         ------     ---------    --------
                                Indebtedness   Advances   Ratio*       Ratio
                                ------------   --------   -----        -----

          Per Business Plan     138,302        0          7.0:1        --

          Actual                188,302**      50,000     --           9.8:1

          Quotient              1.4            --         --           1.4

          * Scheduled Ratio shall mean the applicable Maximum Leverage Ratio for
          the  four  quarter  period ending on the relevant date on which Actual
          Advances  exceed  the  Revolving  Advances set forth in the Borrower's
          business  plan.

          **  Adjusted  Funded  Indebtedness  :  188,302  =  138,302  +  50,000"

     4.     Borrower has requested that Lender consent to the sale of Borrower's
"Furman Plant" located in Fountain Inn, South Carolina (the "Furman Plant").  By
its  signature  below, Lender hereby consents to the sale of the Furman Plant by
the Borrower.  Borrower and Lender hereby agree that for purposes of calculating
EBITDA  under  the  Credit  Agreement, impairment and restructuring costs of the
Furman  Plant  closing  as  reflected  on  the  Borrower's  income statements in
accordance  with  GAAP  are  considered  extraordinary costs as set forth on the
extraordinary  cost  line  in  Exhibit  5.5(b).

     5.     Except  as  specifically  set  forth  herein,  no  other  changes or
modifications to the Credit Agreement are intended or implied, and, in all other
respects, the Credit Agreement shall continue to remain in full force and effect
in  accordance with its terms as of the date hereof.  Except as specifically set
forth  herein,  nothing contained herein shall evidence a waiver or amendment by
Agent  of  any  other  provision  of  the  Credit  Agreement  nor shall anything
contained  herein  be  construed  as a consent by Agent to any transaction other
than  those  specifically  consented  to  herein.

     6.     The  terms and provisions of this agreement shall be for the benefit
of  the  parties  hereto  and  their respective successors and assigns; no other
person,  firm,  entity  or corporation shall have any right, benefit or interest
under  this  agreement.

     7.     This agreement may be signed in counterparts, each of which shall be
an original and all of which taken together constitute one amendment.  In making
proof  of  this  agreement,  it shall not be necessary to produce or account for
more  than  one  counterpart  signed  by  the  party  to  be  charged.


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     8.     This  agreement sets forth the entire agreement and understanding of
the parties with respect to the matters set forth herein.  This agreement cannot
be  changed, modified, amended or terminated except in a writing executed by the
party  to  be  charged.

                                       Very  truly  yours,

                                       GMAC COMMERCIAL CREDIT LLC, as Agent

                                       By:  _______________________________

                                       Title:______________________________


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ACKNOWLEDGED  AND  AGREED:

DELTA  MILLS,  INC.

By:
   ---------------------------------

Title:
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