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 2, 1999            Commission File Number 1-63

                                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                           New York Stock Exchange
Preferred share purchase rights                        New York Stock Exchange

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 nonaffiliates of the Registrant at March 25, 1999 was $10,227,000, based upon
the closing price of $5.00 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 25, 1999 was
2,581,422.
                           --------------------------

                      DOCUMENTS INCORPORATED BY REFERENCE:

     Documents incorporated in part by reference in Parts I and II of this
report: Portions of PremiumWear, Inc. 1998 Annual Report to Shareholders for the
fiscal year ended January 2, 1999.

       Documents incorporated in part by reference in Part III of this report:
Portions of definitive proxy statement for the 1999 Annual Meeting of
Shareholders.

     This Form 10-K consists of 86 total pages: The exhibit index is on page 18.

<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 early
       1998, the Company introduced its own Page & Tuttle(R) brand of knit and
       woven golf shirts to the golf pro shop market and, in late 1998, expanded
       this product line to include fleece, windshirts, sweaters, pants and
       shorts. In late 1998 the Company announced it would also market the Page
       & Tuttle(R) brand to the promotional products/advertising specialty
       markets starting in 1999.

       The Company's principal executive offices are located at 5500 Feltl Road,
       Minnetonka, Minnesota 55343-7902, and its telephone number is (612)
       979-1700. As used in this document, the term "Company" refers to
       PremiumWear, Inc. and its subsidiary unless otherwise noted or indicated
       by the context. At January 2, 1999, the Company had one idle foreign
       subsidiary.

B.     FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

       The Company operates in one industry segment, apparel manufacturing. As
       of January 2, 1999, 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 2, 1999, included in Exhibit 13 to this
       Form 10-K.


                                       2
<PAGE>


C.     NARRATIVE DESCRIPTION OF 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 Supreme International Corporation. The Company
       sells its Page & Tuttle(R) brand of knit golf shirts and coordinated
       bottoms and outerwear to golf pro shops, resorts and to promotional
       products/advertising specialty markets customers.

       Methods of Distribution of Products:

       The Company utilizes independent sales representative firms to solicit
       orders from customers. All products are distributed to customers through
       the Company's North Carolina distribution facility.

       Sources and Availability of Raw Materials and Products:

       Approximately one-third of the Company's products were manufactured
       domestically in 1998. The balance was sourced primarily from "full
       package" manufacturers in the Far East, Central and South America and
       through the 807 program (assembly only) in Central America. The principal
       raw materials used in the domestic production process are cotton,
       synthetic and cotton/synthetic blended goods obtained principally from
       United States sources. The Company purchases fabrics from approximately
       five sources. There are currently no major problems in availability of
       raw materials and alternative sources are available. The Company's
       Fairmont, NC manufacturing facility includes a raw material warehouse,
       cutting, sewing and embroidery operations, and a finished goods
       distribution center. The Company occasionally utilizes contract sewing
       manufacturers in close proximity to its North Carolina facility to handle
       seasonal peak demand.

       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 20 years and on
       woven shirts for an initial term of 5 years. For the first 5 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 3,300 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 60% of the
       Company's 1998 sales volume and included eight individual distributors
       who generally are located in key geographic areas of distribution. In
       1998, Alpha Shirt Company, Broder Bros. and San Mar Corporation
       represented 17%, 14% and 11%, respectively, 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 2, 1999 was
       approximately $2,000,000 as compared to $1,400,000 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 methods of competition are pricing, styling,
       quality (both in material and production), inventory replenishment
       programs, brand recognition, and customization services such as
       embroidery. Recently, deflationary pricing practices have increasingly
       been used by the Company and its competition, primarily the result of
       increased offshore sourcing that has lowered unit production


                                       4
<PAGE>


       costs. 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's manufacturing operations are subject to various federal,
       state and local laws restricting the discharge of materials into the
       environment. The Company is not involved in any pending or threatened
       proceedings which would require curtailment of its operations because of
       such regulations. In 1998, the Company's capital expenditures for
       environmental control facilities were not significant, and no significant
       capital expenditures related to environmental issues are projected in
       1999.

       Employees:

       As of January 2, 1999, there were 265 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.

       Subsequent Events:

       On March 25, 1999, the Company acquired Klouda-Lenz, Inc., its
       independent sales representative agency for the promotional
       products/advertising specialty market. Klouda-Lenz, Inc. merged into a
       wholly-owned acquisition subsidiary of the Company. The purchase price
       was $1,510,634 in cash and 241,892 newly issued shares of common stock,
       which are subject to a two-year holding restriction. Klouda-Lenz' 1998
       revenues totaled approximately $4.4 million, about 44% of which
       represented commissions from the Company.

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 2, 1999, the Company occupied the following properties:

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

       Minnetonka, MN - Headquarters           23,000       100          2003

       Fairmont, NC - Cutting and
       sewing plant, warehouse and
       distribution center
                                              139,100        50         Owned

       Approximately half of the Minnetonka, MN facility is subleased to the
       Company's special markets sales representative agency.

       Management has decided to reduce the production capacity of its Fairmont,
       North Carolina manufacturing facility in order to take advantage of lower
       unit production costs in offshore locations. 1998 financial results
       included an asset impairment charge to reduce the carrying value of this
       facility.

       At January 2, 1999, 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 (63)     Chief Executive Officer September 1996 to     1996
                           present; Chairman and director of the
                           Company 1995 to present; 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 (42)         President, August 1997 to present; Chief      1995
                           Operating Officer, December 1996 to
                           present; 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 1990.

James S. Bury (55)         Vice President of Finance, December 1996 to   1990
                           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.

Cynthia L. Boeddeker (41)  Vice President and General Merchandise        1996
                           Manager, December 1996 to present; 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.


                                        7
<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 caption "Management's
       Discussion and Analysis of Financial Condition and Results of Operations
       - Market Statistics" contained in the Company's 1998 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 caption "Five Year Financial
       Review" contained in the Company's 1998 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 captions "Management's
       Discussion and Analysis of Financial Condition and Results of Operations"
       contained in the Company's 1998 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 caption "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 1998 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 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 1998 Annual Report to Shareholders.

Item 9.     Changes In and Disagreements with Accountants on Accounting and
            Financial Disclosure

       None.


                                        8
<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 caption "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 2,
       1999.

       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 2, 1999.

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
       2, 1999.

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 2, 1999.


                                        9
<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
              1998 Annual Report to Shareholders, are incorporated by reference
              in Item 8:

              -      Consolidated Statements of Operations for the three years
                     ended January 2, 1999.

              -      Consolidated Balance Sheets as of January 2, 1999 and
                     January 3, 1998.

              -      Consolidated Statements of Cash Flows for the three years
                     ended January 2, 1999.

              -      Consolidated Statements of Shareholders' Equity for the
                     three years ended January 2, 1999.

              -      Notes to Consolidated Financial Statements.

              -      Report of Independent Public Accountants.

       2.     Financial Statement Schedules for the three years ended January 2,
              1999.

              -      Schedule II - Valuation and Qualifying Accounts, pages
                     13-15 of this report.

              -      Report of Independent Public Accountants on Schedules, page
                     16 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. (2)


                                       10
<PAGE>


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

              -      Exhibit 4 - Form of Rights Agreement dated as of July 25,
                     1997, between the Registrant and Norwest Bank Minnesota,
                     N.A.(6)

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

                     (A)    Employment Agreement with James S. Bury dated April
                            24, 1990. (1)

                     (B)    The Registrant's 1991 Stock Plan, as amended. (5)

                     (C)    The Registrant's 1999 Stock Plan. (7)

              -      Exhibit 10 - Material Contracts (Other):

                     (D)    Purchase and Sale Agreement, dated May 22, 1996,
                            between the Registrant and Supreme International
                            Corporation, as amended. (4)

                     (E)    License Agreement, dated September 6, 1996, between
                            the Registrant and Supreme International
                            Corporation. (4)

                     (F)    Credit and Security Agreement, dated February 4,
                            1997, between the Registrant and U.S. Bank National
                            Association. (5)

                     (G)    Agreement and Plan of Merger, dated March 25, 1999,
                            between the Registrant, Klouda-Lenz, Inc., and the
                            other parties named therein. (7)

              -      Exhibit 13 - PremiumWear, Inc. 1998 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)

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


                                  11
<PAGE>


                     (1)    Incorporated herein by reference to Exhibit 10(N) of
                            the Registrant's Annual Report on Form 10-K for the
                            year ended January 5, 1991 (File No. 1-63).

                     (2)    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).

                     (3)    Incorporated herein by reference to Form 8-K, dated
                            August 1, 1995 (File No. 1-63).

                     (4)    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).

                     (5)    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).

                     (6)    Incorporated herein by reference to Exhibit 1 of the
                            Registrants' Registration Statement on Form 8-A
                            filed with the SEC, dated September 22, 1997.

                     (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).


                                       12
<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
-----------                -------       --------          ---------     ----------        -----------
<S>                        <C>           <C>               <C>           <C>               <C>      
Allowances deducted
from trade receivables

   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.


                                  13
<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
-----------                 -------         --------          ---------         ----------          -----------
<S>                         <C>              <C>                 <C>             <C>                <C>        
Allowances deducted
from trade receivables

   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.


                                       14
<PAGE>


                                                                     SCHEDULE II


                                PREMIUMWEAR, INC.
                        Valuation and Qualifying Accounts
                           Year ended January 4, 1997

<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
-----------                -----------     --------          ---------         ----------          -----------
<S>                        <C>             <C>                 <C>             <C>                <C>        
Allowances deducted
from trade receivables

   Allowance for cash
   discounts and other
   customer credits        $   219,000     $   648,000(d)      $   516,000     $   674,000(a)     $   709,000

   Allowance for
   doubtful accounts           242,000         (12,000)                 --          80,000(b)         150,000

   Allowance for
   returns                      50,000              --           1,933,000       1,933,000(c)          50,000
                           -----------     -----------         -----------     -----------        -----------

                           $   511,000     $   636,000         $ 2,449,000     $ 2,687,000        $   909,000
                           ===========     ===========         ===========     ===========        ===========
Reserve for
restructuring              $   193,000     $        --         $        --     $   193,000        $        --
                           ===========     ===========         ===========     ===========        ===========

Reserve for
liabilities related to
sold assets                $        --     $ 4,437,000(d)      $        --     $ 2,907,000        $ 1,530,000
                           ===========     ===========         ===========     ===========        ===========
</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)    Charged against gain on sales of trademarks.


                                       15
<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                                 ON SCHEDULE II



To PremiumWear, Inc.:

We have audited in accordance with generally accepted auditing standards, 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 19, 1999. 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 19, 1999


                                       16
<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:   APRIL 1, 1999                    By:    /S/ THOMAS D. GLEASON
                                               ---------------------------------
                                                Thomas D. Gleason,
                                                Chairman 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.

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



/S/ THOMAS D. GLEASON       Chairman and Chief Executive Officer   April 1, 1999
-------------------------   (Principal Executive Officer)
Thomas D. Gleason            and Director



/S/ JAMES S. BURY           V. P. of Finance                       April 1, 1999
-------------------------   Principal Accounting Officer
James S. Bury



/S/ C. D. ANDERSON           Director                              April 1, 1999
-------------------------
C. D. Anderson



/S/ KEITH A. BENSON          Director                              April 1, 1999
-------------------------
Keith A. Benson



/S/ ALAN W. KOSLOFF
-------------------------
Alan W. Kosloff             Director                               April 1, 1999



/S/ GERALD E. MAGNUSON      Director                               April 1, 1999
-------------------------
Gerald E. Magnuson



/S/ MARK B. VITTERT         Director                               April 1, 1999
-------------------------
Mark B. Vittert


                                       17
<PAGE>


                                  EXHIBIT INDEX


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

10(C)          1999 Stock Plan.                                           19-32

10(G)          Agreement and Plan of Merger.                              33-51

13             PremiumWear, Inc. 1998 Annual Report to Shareholders.
                                                                          52-83

21             Subsidiary of the Registrant.                                 84

23             Consent of Independent Public Accountants.                    85

27             Financial Data Schedule.                                      86


                                       18