UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                    FORM 10-K

|X|      Annual Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934
                                       or
|_|      Transition Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

                    ----------------------------------------

For the fiscal year ended January 1, 2000       Commission File Number 000-28501

                                PREMIUMWEAR, INC.
                      (formerly known as Munsingwear, Inc.)
             (Exact Name of Registrant as Specified in its Charter)

        DELAWARE                                         41-0429620
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                5500 FELTL ROAD, MINNETONKA, MINNESOTA 55343-7902
               (Address of principal executive office) (Zip Code)

                  Registrant's telephone number: (612) 979-1700

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                                       Name of each exchange
         Title of each class                            on which registered
---------------------------------------            -----------------------------
Common Stock, $.01 par value                                   Nasdaq
Preferred share purchase rights                                Nasdaq

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:  NONE

         Indicate by check mark whether the registrant (1) has filed all reports
to be filed by Section 13 or 15(d) of Securities Exchange Act of 1934 during the
preceding 12 months, and (2) has been subject to such filing requirements for
the past 90 days. YES |X| NO |_|

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this form 10-K or any
amendment to this Form 10-K.

         The aggregate market value of the voting and non-voting common equity
held by non-affiliates of the Registrant at March 24, 2000 was $12,860,669 based
upon the closing price of $6.25 per share on that date.

         Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. YES |X| NO |_|

         The number of shares of common stock outstanding at March 24, 2000 was
2,563,860.

                           --------------------------

                      DOCUMENTS INCORPORATED BY REFERENCE:

         Documents incorporated in part by reference in Parts I and II of this
report: Portions of PremiumWear, Inc. 1999 Annual Report to Shareholders for the
fiscal year ended January 1, 2000.

         Documents incorporated in part by reference in Part III of this report:
Portions of definitive proxy statement for the 2000 Annual Meeting of
Shareholders.

         This Form 10-K consists of 124 total pages: The exhibit index is on
page 19.

<PAGE>


                                     PART I


Item 1.           BUSINESS

A.       GENERAL DEVELOPMENT OF BUSINESS

         The Company was incorporated under the laws of Delaware in 1923 as the
         successor to a business founded in 1886. On July 3, 1991, the Company
         filed a voluntary petition for bankruptcy under Chapter 11 of the
         United States Bankruptcy Code, together with a proposed Plan of
         Reorganization. The Company emerged from bankruptcy on October 29,
         1991.

         In two separate transactions in 1996, the Company sold its tradenames
         and trademarks, and certain associated assets relating to the retail
         and professional golf businesses for $23,000,000 in cash.

         The Company then changed its name from Munsingwear, Inc. to
         PremiumWear, Inc. and entered into a license agreement with Supreme
         International Corporation for the use of the Munsingwear(R) brand in
         the sale of knit and woven shirts to the promotional
         products/advertising specialty channels of distribution which includes
         advertising specialty incentive customers, specialty distributors and
         uniform market customers. In 1998, the Company introduced its own Page
         & Tuttle(R) brand of knit and woven golf shirts and other coordinated
         golf apparel to the golf pro shop market, and in 1999 introduced the
         Page & Tuttle(R) brand to the promotional products/advertising
         specialty markets.

         In early 1999 the Company acquired Klouda-Lenz, Inc., its independent
         sales representative agency for the promotional products/advertising
         specialty market. The purchase price was approximately $1.5 million
         cash and 241,892 newly issued shares of common stock. Klouda-Lenz, Inc.
         is a wholly-owned subsidiary of the Company.

         The Company's principal executive offices are located at 5500 Feltl
         Road, Minnetonka, Minnesota 55343-7902, and its telephone number is
         (952) 979-1700. As used in this document, the term "Company" refers to
         PremiumWear, Inc. and its subsidiaries unless otherwise noted or
         indicated by the context. At January 1, 2000, the Company's
         subsidiaries included one idle foreign subsidiary.

B.       FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

         The Company operates in one industry segment, apparel wholesaling. As
         of January 1, 2000, the Company's foreign operations were not material.
         Financial information regarding the Company's revenue, operating profit
         and assets can be found in the Company's audited Financial Statements
         for the fiscal Year Ended January 1, 2000, included in Exhibit 13 to
         this Form 10-K.

                                       2
<PAGE>


C.       BUSINESS

         Principal Products:

         The Company sells knit and woven sport shirts under the Munsingwear(R)
         label to promotional products/advertising specialty markets customers
         pursuant to a license from Perry Ellis International Corporation
         (formerly Supreme International Corporation). The Company sells its
         Page & Tuttle(R) brand of knit golf shirts and coordinated apparel to
         golf pro shops, resorts and to promotional products/advertising
         specialty markets customers. Following the early 1999 acquisition of
         Klouda-Lenz, Inc., the Company receives commission income from
         representing other companies' products to the promotional products
         industry.

         Methods of Distribution of Products:

         The Company generally utilizes independent sales representatives to
         market its products and to solicit orders from customers. All products
         are distributed to customers through the Company's Tennessee
         distribution facility.

         Sources and Availability of Raw Materials and Products:

         During the past few years, the Company steadily reduced its use of
         domestic manufacturing. In 1999, only 7% of total production was made
         domestically, down from 60% in 1997. The balance was sourced primarily
         from "full package" manufacturers in the Far East, Central and South
         America and through 807 programs (assembly only) in Central America.
         The Company still purchases some fabrics for the 807 production
         program. These purchases are primarily from one source. There are
         currently no major shortages in availability of raw materials and
         alternative sources are available. Following the mid-1999 closure of
         its North Carolina cutting and sewing facility, the Company transferred
         its embroidery and distribution operations to a new leased facility in
         Clarksville, Tennessee.

         Trademarks and Trade Names:

         The Company owns the Page & Tuttle(R) trademark for apparel and is a
         licensee of the Munsingwear(R) brand under a license agreement entered
         into in September 1996, which allows the Company to use the
         Munsingwear(R) name on knit shirts for an initial term of twenty years
         and on woven shirts for an initial term of five years. For the first
         five years, knit shirt sales are subject to payment of royalties only
         after annual sales reach a certain aggregate total, at which time
         license fees are due on all such sales. After 2001, all knit shirt
         sales are subject to royalty payments. Management expects to reach the
         annual sales threshold at which royalties are due in 2001. All sales of
         woven shirts are subject to royalty payments.

                                       3
<PAGE>


         Seasonal Aspects of the Business:

         The Company generally experiences peak seasonal demand for its products
         in the second and third quarters of the fiscal year.

         Working Capital Practices:

         The Company maintains a secured bank line of credit of $6,000,000 to
         meet its working capital needs. The bank line of credit is also used
         for letters of credit that are required for some purchases from Far
         East sources. The Company allows returns of merchandise as a result of
         shipping errors, damaged merchandise and for other reasons. Returns
         have historically been less than 2% of sales.

         Customers:

         The Company sells to approximately 4,700 customers. In the promotional
         products/specialty advertising market, the Company sells primarily to
         wholesale distributors, uniform companies and advertising specialty
         dealers. Wholesale distributors comprised approximately 56% of the
         Company's 1999 sales volume and included seven individual distributors
         who generally are located in key geographic areas of distribution
         throughout the United States. In 1999, Alpha Shirt Company and Broder
         Bros. each represented approximately 20% of total Company net sales. No
         other customer represented more than 10% of total Company sales. While
         a loss of one of these customers could have a material short-term
         impact on the Company's business, management believes that alternate
         customers are available to minimize the long-term impact of any such
         loss.

         Backlog of Orders:

         The Company's backlog of unfilled orders at January 1, 2000 was
         approximately $2,900,000 as compared to $2,000,000 a year ago. The
         unfilled order backlog consists of orders received for subsequent
         delivery. However, since it includes orders subject to change for
         color, size, stock adjustments, extension of delivery dates and
         cancellation, the unfilled order backlog does not necessarily relate
         directly to future sales.

         Competition:

         The promotional products/advertising specialty marketplace for apparel
         is increasingly competitive and is characterized by a number of
         broad-line companies. The principal competitive features are pricing,
         styling, quality (both in material and production), inventory
         replenishment programs, brand recognition, and customization services
         such as embroidery and screen printing. Deflationary pricing practices
         have been used by the Company and its competitors, primarily as a
         result of increased offshore sourcing, which has lowered unit
         production costs

                                       4
<PAGE>


         industry wide. Many of the Company's competitors have greater financial
         and other resources than the Company.

         Research and Development:

         The Company is involved in limited experimental research activities
         related to the development of new fabrics and customization processes.
         Research and development expenses, other than for product design, are
         not significant.

         Environmental Considerations:

         The Company is not involved in any pending or threatened proceedings
         which would require curtailment of its operations because of such
         regulations. In 1999, the Company's capital expenditures for
         environmental control facilities were not significant, and no
         significant capital expenditures related to environmental issues are
         projected in 2000.

         Employees:

         As of January 1, 2000, there were 142 employees, none of whom were
         represented by a union.

         Special Cash Distribution to Shareholders:

         On January 27, 1997, the Board of Directors declared a special cash
         distribution of $5.39 per share, or approximately $12,500,000, to
         shareholders of record on February 19, 1997 which was paid on March 5,
         1997. The funds utilized were proceeds from the 1996 sales of
         trademarks and collection of accounts receivable and liquidation of
         inventories related to the former retail and golf businesses.


D.       FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT
         SALES

         Sales to foreign customers located outside the United States and its
         territories for the past three years were not significant.

                                       5
<PAGE>


Item 2.           Properties

         At January 1, 2000, the Company occupied the following properties:

                                                           Approximate
                                                 Square     Percentage    Lease
Property                                         Footage     Utilized    Expires
--------                                         -------     --------    -------

Minnetonka, MN - Headquarters                     23,000       85          2003

Clarksville, TN - Embroidery production and
distribution center                              100,000       60          2006

Fairmont, NC - Idle cutting and sewing plant,
warehouse and distribution center                139,100       Idle        Owned

         The Fairmont, NC facility was closed in late 1999 and, following an
         auction of excess equipment in early 2000, was donated to the City of
         Fairmont, North Carolina.

         At January 1, 2000, no facilities were occupied under capitalized
         leases.

Item 3.           Legal Proceedings

         None of a significant nature or which is expected to have a material
         impact on the Company's business or financial condition.

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

         None.

                                       6
<PAGE>


Executive Officers of the Registrant

The following information is furnished with respect to the Company's executive
officers as of the date hereof, pursuant to Item 401(b) of Regulation S-K. Each
of the officers has been appointed to serve in his respective office until his
successor has been elected.

                                                                       Executive
                                                                       Officer
Name and Age                Position                                   Since
------------                --------                                   -----

Thomas D. Gleason (64)      Chairman and director of the Company        1996
                            1995 to present; Chief Executive Officer
                            September 1996 to July 1999; Vice
                            Chairman of Wolverine World Wide, Inc.
                            (footwear manufacturing and marketing),
                            1993 through April 17, 1996; Chief
                            Executive Officer of Wolverine World
                            Wide, Inc. from 1972 to 1993.

David E. Berg (43)          Chief Executive Officer of the Company      1995
                            July 1999 to present; Director May 1999
                            to present; President, August 1997 to
                            present; Chief Operating Officer,
                            December 1996 to July 1999; Executive
                            Vice President, Sales & Marketing May
                            1995 to August 1997; Vice President,
                            General Manager, Special Markets,
                            October 1993 to May 1995; Vice
                            President, National Sales Manager,
                            Retail Division, January 1990 to October
                            1993; Vice President, General Manager,
                            Furnishings Division, February 1989 to
                            January 1980.

James S. Bury (56)          Vice President of Finance, December 1996    1990
                            to present; Vice President and
                            Controller, May 1990 to December 1996;
                            Corporate Controller, August 1989 to May
                            1990; Vice President Finance, Men's
                            Apparel Division, February 1988 to
                            August 1989.

                                        7
<PAGE>


Cynthia L. Boeddeker (42)   Vice President of Operations since March    1996
                            2000; Vice President and General
                            Merchandise Manager, December 1996 to
                            March 2000; Director of Sourcing and
                            Inventory Management, February 1994 to
                            December 1996; Import Manager, March
                            1992 to February 1994; Sourcing
                            Administrator, July 1991 to March 1992.

Timothy C. Klouda  (47)     President, Klouda-Lenz, Inc., a
                            wholly-owned subsidiary of the Company,
                            and director of the Company May 1999 to
                            present; Co-founder in 1986, director
                            and Chief Executive Officer of
                            Klouda-Lenz, Inc., an independent sales
                            representative for the Company acquired
                            by the Company in March 1999.

                                        8
<PAGE>


                               PART II

Item 5.           Market for the Registrant's Common Equity and Related
                  Stockholder Matters

         The information required under this caption in incorporated herein by
         reference to the information set forth under the caption "Management's
         Discussion and Analysis of Financial Condition and Results of
         Operations - Market Statistics" contained in the Company's 1999 Annual
         Report to Shareholders.

Item 6.           Selected Financial Data

         The information required under this caption is incorporated herein by
         reference to the information set forth under the caption "Five Year
         Financial Review" contained in the Company's 1999 Annual Report to
         Shareholders.

Item 7.           Management's Discussion and Analysis of Financial Condition
                  and Results of Operations

         The information required under this caption is incorporated herein by
         reference to the information set forth under the captions "Management's
         Discussion and Analysis of Financial Condition and Results of
         Operations" contained in the Company's 1999 Annual Report to
         Shareholders.

Item 7A.          Quantitative and Qualitative Disclosures About Market Risk

         The information required under this caption is incorporated herein by
         reference to the information set forth under the captions "Management's
         Discussion and Analysis of Financial Condition and Results of
         Operations - Market Risk" and "Notes to Consolidated Financial
         Statements - Note 1 - New Accounting Pronouncements" contained in the
         Company's 1999 Annual Report to Shareholders.

Item 8.           Financial Statements and Supplementary Data

         The information required under this caption is incorporated herein by
         reference to the information set forth under the captions "Consolidated
         Statements of Operations," "Consolidated Balance Sheets," "Consolidated
         Statements of Cash Flows," "Consolidated Statements of Shareholders'
         Equity," "Notes to Consolidated Financial Statements," "Report of
         Independent Public Accountants," and "Five Year Financial Review"
         contained in the Company's 1999 Annual Report to Shareholders.

Item 9.           Changes In and Disagreements with Accountants on Accounting
                  and Financial Disclosure
         None.

                                        9
<PAGE>


                              PART III


Item 10.          Directors and Executive Officers of the Registrant

         The information required under this caption is incorporated by
         reference to the information set forth under the captions "Election of
         Directors" and "Section 16(a) Beneficial Ownership Reporting
         Compliance" of the definitive proxy statement to be filed with the
         Securities and Exchange Commission within 120 days of Registrant's
         fiscal year ended January 1, 2000.

         Information regarding executive officers is included in Part I of this
         Report.

Item 11.          Executive Compensation

         The information required under this caption is incorporated by
         reference to the information set forth under the caption "Executive
         Compensation and Other Information" of the definitive proxy statement
         to be filed with the Securities and Exchange Commission within 120 days
         of the Registrant's fiscal year ended January 1, 2000.

Item 12.          Security Ownership of Certain Beneficial Owners and Management

         The information required under this caption is incorporated by
         reference to the information set forth under the caption "Security
         Ownership of Certain Beneficial Owners, Directors and Executive
         Officers" of the definitive proxy statement to be filed with the
         Securities and Exchange Commission within 120 days of the Registrant's
         fiscal year ended January 1, 2000.

Item 13.          Certain Relationships and Related Transactions

         The information required under this caption is incorporated by
         reference to the information set forth under the caption "Executive
         Compensation and Other Information" of the definitive proxy statement
         to be filed within 120 days of the Registrant's fiscal year ended
         January 1, 2000.

                                       10
<PAGE>


                               PART IV


Item 14.          Exhibits, Financial Statement Schedules, and Reports on Form
                  8-K

(a)      DOCUMENTS FILED AS PART OF THIS REPORT:

         1.       Financial statements, included under the following headings in
                  the 1999 Annual Report to Shareholders, are incorporated by
                  reference in Item 8:

                  -        Consolidated Statements of Operations for the three
                           years ended January 1, 2000.

                  -        Consolidated Balance Sheets as of January 1, 2000 and
                           January 2, 1999.

                  -        Consolidated Statements of Cash Flows for the three
                           years ended January 1, 2000.

                  -        Consolidated Statements of Shareholders' Equity for
                           the three years ended January 1, 2000.

                  -        Notes to Consolidated Financial Statements.

                  -        Report of Independent Public Accountants.

         2.       Financial Statement Schedules for the three years ended
                  January 1, 2000.

                  -        Schedule II - Valuation and Qualifying Accounts,
                           pages 14-16 of this report.

                  -        Report of Independent Public Accountants on
                           Schedules, page 17 of this report.

                  -        All other schedules for which provision is made in
                           the applicable accounting regulation of the
                           Securities and Exchange Commission are not required
                           under the related instructions or are not applicable
                           and, therefore, have been omitted.

         3.       Exhibits:

                  -        Exhibit 2 - Plan of Reorganization, as confirmed
                           October 1, 1991 by the United States Bankruptcy
                           Court. (1)

                                       11
<PAGE>


                  -        Exhibit 3 - Restated Certificate of Incorporation and
                           By-Laws, as amended. (1) (2)

                  -        Exhibit 4 - Form of Rights Agreement dated as of July
                           25, 1997, between the Registrant and Norwest Bank
                           Minnesota, N.A.(5)

                  -        Exhibit 10 - Material Contracts (Management Contracts
                           or Compensatory Plans or Agreements):

                           (A)      The Registrant's 1991 Stock Plan, as
                                    amended. (7)

                           (B)      The Registrant's 1999 Stock Plan, as
                                    amended. (7)

                           (C)      Amended and Restated Change in Control
                                    Severance Agreement with Thomas D. Gleason,
                                    effective February 23, 2000. (7)

                           (D)      Form of Change in Control Severance
                                    Agreement with David E. Berg, James S. Bury,
                                    Cynthia L. Boeddeker, Timothy C. Klouda and
                                    Dennis G. Lenz, dated as of September 23,
                                    1999. (7)


                  -        Exhibit 10 - Material Contracts (Other):

                           (E)      Purchase and Sale Agreement, dated May 22,
                                    1996, between the Registrant and Supreme
                                    International Corporation, as amended. (3)

                           (F)      License Agreement, dated September 6, 1996,
                                    between the Registrant and Supreme
                                    International Corporation. (3)

                           (G)      Credit and Security Agreement, dated
                                    February 4, 1997, between the Registrant and
                                    U.S. Bank National Association. (4)

                           (H)      Agreement and Plan of Merger, dated March
                                    25, 1999, between the Registrant,
                                    Klouda-Lenz, Inc., and the other parties
                                    named therein. (6)

                           (I)      Third Amendment to the Credit and Security
                                    Agreement, dated July 31, 1999, between the
                                    Registrant and U.S. Bank National
                                    Association. (7)

                                       12
<PAGE>


                  -        Exhibit 13 - PremiumWear, Inc. 1999 Annual Report to
                           Shareholders - Such report, except for those portions
                           thereof which are expressly incorporated by reference
                           in this report, is furnished for the information of
                           the Securities and Exchange Commission and is not to
                           be deemed "filed" as part of this filing. (7)

                  -        Exhibit 23 - Consent of Independent Public
                           Accountants. (7)

                  -        Exhibit 27 - Financial Data Schedule. (7)
                           ---------------------------------


                           (1)      Incorporated herein by reference to Exhibits
                                    2 and 3, respectively, of the Registrant's
                                    Annual Report on Form 10-K for the year
                                    ended January 4, 1992 (File No. 1-63).
                           (2)      Incorporated herein by reference to Form
                                    8-K, dated August 1, 1995 (File No. 1-63).
                           (3)      Incorporated herein by reference to Exhibits
                                    2.1 and 2.2 respectively of the Registrant's
                                    Form 8-K, dated September 12, 1996 (File No.
                                    1-63).
                           (4)      Incorporated herein by reference to Exhibits
                                    10(B), (G) and (H) respectively of the
                                    Registrant's Annual Report on Form 10-K for
                                    the year ended January 4, 1997 (File No.
                                    1-63).
                           (5)      Incorporated herein by reference to Exhibit
                                    1 of the Registrants' Registration Statement
                                    on Form 8-A filed with the SEC, dated
                                    September 22, 1997.
                           (6)      Incorporated herein by reference to Exhibits
                                    10 (C), and (G) respectively of the
                                    Registrant's Annual Report on Form 10-K for
                                    the year ended January 2, 1999 (File No.
                                    1-63).
                           (7)      Filed herewith.

                           ---------------------------------

(b)      REPORTS ON FORM 8-K: None.

(c)      EXHIBITS: Reference is made to Item 14(a) (3).

(d)      SCHEDULES: Reference is made to Item 14 (a) (2).

                                       13
<PAGE>


                                                                     SCHEDULE II


                                PREMIUMWEAR, INC.
                        Valuation and Qualifying Accounts
                           Year ended January 1, 2000



<TABLE>
<CAPTION>

Column A                    Column B                Column C              Column D         Column E
--------                    --------                --------              --------         --------
                                                   Additions
                                            ------------------------

                            Balance         Charged to
                            Beginning       Costs and     Charged to                        Balance at
Description                 of Year         Expenses      Net Sales       Deductions       End of Year
-----------                 -------         --------      ---------       ----------       -----------
Allowances deducted
from trade receivables
<S>                       <C>             <C>             <C>            <C>               <C>
   Allowance for cash
   discounts and other
   customer credits       $   278,000     $   (26,000)    $        --    $   152,000(a)    $   100,000

   Allowance for
   doubtful accounts          400,000         (35,000)             --        138,000(b)        227,000

   Allowance for
   returns                     50,000              --         690,000        690,000(c)         50,000
                          -----------     -----------     -----------    -----------       -----------

                          $   728,000     $   (61,000)    $   690,000    $   980,000       $   377,000
                          ===========     ===========     ===========    ===========       ===========

Reserve for
operations
restructuring             $        --     $ 1,245,000     $        --    $   940,000       $   305,000
                          ===========     ===========     ===========    ===========       ===========
</TABLE>



(a)      Discounts allowed and other credits to customers' accounts receivable.
(b)      Uncollectable accounts written off, net of recoveries.
(c)      Returns applied to customers' accounts receivable.

                                       14
<PAGE>


                                                                     SCHEDULE II


                                PREMIUMWEAR, INC.
                        Valuation and Qualifying Accounts
                           Year ended January 2, 1999


<TABLE>
<CAPTION>

Column A                    Column B                Column C              Column D         Column E
--------                    --------                --------              --------         --------
                                                   Additions
                                            ------------------------

                            Balance         Charged to
                            Beginning       Costs and     Charged to                        Balance at
Description                 of Year         Expenses      Net Sales       Deductions       End of Year
-----------                 -------         --------      ---------       ----------       -----------
Allowances deducted
from trade receivables
<S>                        <C>           <C>               <C>           <C>               <C>

   Allowance for cash
   discounts and other
   customer credits        $  318,000    $ (116,000)(d)    $   75,000    $   (1,000)(a)    $  278,000

   Allowance for
   doubtful accounts          170,000       262,000                --        32,000(b)        400,000

   Allowance for
   returns                     50,000            --           539,000       539,000(c)         50,000
                           ----------    ----------        ----------    ----------        ----------

                           $  538,000    $  146,000        $  614,000    $  570,000        $  728,000
                           ==========    ==========        ==========    ==========        ==========

Reserve for liabilities
related to sold assets     $  578,000    $ (398,000)(e)    $       --    $  180,000        $       --
                           ==========    ==========        ==========    ==========        ==========
</TABLE>



(a)      Discounts allowed and other credits to customers' accounts receivable.
(b)      Uncollectable accounts written off, net of recoveries.
(c)      Returns applied to customers' accounts receivable.
(d)      $149,000 charged to cost of goods sold, $265,000 credited to bad debt
         provision.
(e)      Credited to gain on sale of trademarks.

                                       15
<PAGE>


                                                                     SCHEDULE II


                                                 PREMIUMWEAR, INC.
                                         Valuation and Qualifying Accounts
                                            Year ended January 3, 1998


<TABLE>
<CAPTION>

Column A                    Column B                Column C              Column D         Column E
--------                    --------                --------              --------         --------
                                                   Additions
                                            ------------------------

                            Balance         Charged to
                            Beginning       Costs and     Charged to                        Balance at
Description                 of Year         Expenses      Net Sales       Deductions       End of Year
-----------                 -------         --------      ---------       ----------       -----------
Allowances deducted
from trade receivables
<S>                        <C>           <C>               <C>           <C>               <C>

   Allowance for cash
   discounts and other
   customer credits        $   709,000   $  (350,000)(d)   $    42,000   $    83,000(a)    $   318,000

   Allowance for
   doubtful accounts           150,000        74,000                --        54,000(b)        170,000

   Allowance for
   returns                      50,000            --           457,000       457,000(c)         50,000
                           -----------   -----------       -----------   -----------       -----------

                           $   909,000   $  (276,000)      $   499,000   $   594,000       $   538,000
                           ===========   ===========       ===========   ===========       ===========
Reserve for liabilities
related to sold assets     $ 1,530,000   $        --       $        --   $   952,000       $   578,000
                           ===========   ===========       ===========   ===========       ===========
</TABLE>


Notes:
(a)      Discounts allowed and other credits to customers' accounts receivable.
(b)      Uncollectable accounts written off, net of recoveries.
(c)      Returns applied to customers' accounts receivable.
(d)      Credited to bad debt expense.

                                       16
<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                                 ON SCHEDULE II



To PremiumWear, Inc.:

We have audited in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements included in the Company's
annual report to shareholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated February 18, 2000. Our audit was made for
the purpose of forming an opinion on those statements taken as a whole. The
accompanying schedule is the responsibility of the Company's management and is
presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.



                                                       /s/Arthur Andersen LLP
                                                       -------------------------
                                                             ARTHUR ANDERSEN LLP

Minneapolis, Minnesota,
February 18, 2000

                                       17
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on behalf
of the undersigned, thereunto duly authorized.


                                        PREMIUMWEAR, INC.
Date:     MARCH 31, 2000                By:      /s/DAVID E. BERG
                                                --------------------------------
                                                 David E. Berg,
                                                 President and
                                                 Chief Executive Officer


Pursuant to the requirement of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the date indicated.

<TABLE>
<CAPTION>

NAME                       TITLE
----------------------     ------------------------------------------

<S>                        <C>                                           <C>
/s/DAVID E. BERG           President and Chief Executive Officer         March 31, 2000
----------------------     (Principal Executive Officer) and Director
David E. Berg


/s/JAMES S. BURY           V. P. of Finance                              March 31, 2000
----------------------     Principal Accounting Officer
James S. Bury


/s/THOMAS D. GLEASON       Chairman and Director                         March 31, 2000
----------------------
Thomas D. Gleason


/s/C. D. ANDERSON          Director                                      March 31, 2000
----------------------
C. D. Anderson


/s/KEITH A. BENSON         Director                                      March 31, 2000
----------------------
Keith A. Benson


/s/TIMOTHY C. KLOUDA       Director                                      March 31, 2000
----------------------
Timothy C. Klouda


/s/ALAN W. KOSLOFF         Director                                      March 31, 2000
----------------------
Alan W. Kosloff


/s/GERALD E. MAGNUSON      Director                                      March 31, 2000
----------------------
Gerald E. Magnuson


/s/MARK B. VITTERT         Director                                      March 31, 2000
----------------------
Mark B. Vittert
</TABLE>

                                       18
<PAGE>


                                  EXHIBIT INDEX



Exhibit    Exhibit                                                      Page
No.                                                                      No.
-------    -----------------------------------------------------    ------------

10(A)      1991 Stock Plan, as amended                                  20-33

10(B)      1999 Stock Plan, as amended                                  34-47

10(C)      Amended and Restated Change in Control Severance             48-57
           Agreement with Thomas D. Gleason, effective
           February 23, 2000.

10(D)      Form of Change in Control Severance Agreement with           58-67
           David E. Berg, James S. Bury, Cynthia L. Boeddeker,
           Timothy C. Klouda and Dennis G. Lenz, dated as of
           September 23, 1999.

10(I)      Third Amendment to Credit and Security Agreement, dated      68-80
           July 31, 1999, between the Registrant and U.S. Bank
           National Association

13         PremuimWear, Inc. 1999 Annual Report to Shareholders         81-121

21         Subsidiaries of the Registrant.                                 122

23         Consent of Independent Public Accountants.                      123

27         Financial Data Schedule.                                        124

                                       19