EXHIBIT 4.3.1.5


                           GMAC COMMERCIAL FINANCE LLC
                           1299 Avenue of the Americas
                            New York, New York 10104

                                                          As of February 4, 2004

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

             Re: Consent Under Credit Agreement and Other Documents

Gentlemen:

         Reference is made to the Revolving Credit and Security  Agreement dated
as of March 31, 2003 (as amended,  restated,  renewed,  extended,  supplemented,
substituted,  or otherwise  modified,  the "Credit  Agreement"),  by and between
DELTA MILLS, INC.  ("Borrower") and GMAC COMMERCIAL FINANCE LLC, as successor by
merger to 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.

         Borrower  has  requested  that  Agent  consent to the  Borrower  making
certain  prepayments  under the Borrower's  Deferred  Compensation  Plan for Key
Managers  and Agent has  agreed to do so,  subject  to the terms and  conditions
contained herein.

         A. Consent to Prepayment.  Borrower has requested that Agent consent to
the Borrower making certain prepayments in respect of its Deferred  Compensation
Plan For Key  Managers,  as provided in that certain  Second  Amendment to Delta
Woodside Group Deferred  Compensation  Plan For Key Managers dated as of January
16, 2004 (the "Second Plan  Amendment"),  which  prepayment  would  otherwise be
prohibited under Section 7.17 of the Credit Agreement.  Agent hereby consents to
such  prepayment  as  provided  in the  Second  Plan  Amendment;  provided  that
immediately prior to and after giving effecting to any such prepayment, no Event
of  Default  then  exists or would  exist and  Borrower  shall  have an  Undrawn
Availability of not less than $1.00.

         B. General Provisions.

                  1. Except as specifically  set forth herein,  no other changes
or modifications to the Credit Agreement or the Factoring Agreement or the Other
Documents  are  intended or  implied,  and,  in all other  respects,  the Credit
Agreement, Factoring Agreement, and the Other Documents shall continue to remain
in full force and effect in  accordance  with their 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,
the  Factoring  Agreement  or any of the  Other  Documents  nor  shall  anything
contained  herein be  construed as a consent by Agent to any  transaction  other
than those specifically consented to herein.

                  2. 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.


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                  3. 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.

                  4.  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 FINANCE LLC,
                                  as Agent and Lender

                                  By:      /s/ John Hendrickson  2/04/04
                                       --------------------------------------
                                  Title: Senior Vice President


ACKNOWLEDGED AND AGREED:

DELTA MILLS, INC.

By:      /s/ William H. Hardman, Jr.  2/04/04
         ------------------------------------------
Title:   CFO