SecProbe.io

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February 28, 2005

United States Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D.C.  20549
Attn:  James Allegretto

RE:      Delta Woodside Industries, Inc.
         Form 10-K for the year ended July 3, 2004
         Form 10-Q for the quarter ended October 2, 2004
         File No. 1-10095

Ladies and Gentlemen:

     Reference is made to the comments to the Form 10-K for the fiscal year
ended July 3, 2004 and Form 10-Q for the quarter ended October 2, 2004 of Delta
Woodside Industries, Inc. received from the Staff of the Securities and Exchange
Commission in a letter from James Allegretto, dated February 16, 2005 (the
"Comment Letter"). The discussion below is presented in the order of the
numbered comments in the Comment Letter and the comments have been reproduced
for ease of reference. The Company's responses to the Staff's comments are as
follows:

                    FORM 10-K FOR THE YEAR ENDED JULY 3, 2004
                    -----------------------------------------

Annual Report
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations Fiscal 2004 Versus Fiscal 2003
Other Income

1.       Please tell us why the equipment at the Beattie facility is an
         involuntary conversion, the value for the Beattie equipment at
         conversion, the value of any consideration received in exchange and the
         amount of any gains or losses on such conversion, if any. Further,
         please advise us what consideration you gave to classifying the gains
         and losses resulting from the involuntary conversion as either an
         extraordinary item or an unusual or infrequent item. See paragraph 4 of
         FIN No. 30.

         RESPONSE:

         The involuntary conversion at the Beattie facility was the result of an
         accidental fire which destroyed certain insured machinery. The net book
         value of the machinery at the time of the conversion was approximately
         $84,000 and the Company received insurance proceeds of approximately
         $712,000, resulting in a gain of approximately $628,000.

         In considering the classification of the gain resulting from the
         involuntary conversion, we relied on paragraph 22 of APB 30 which
         states, in part, "An event or transaction of a type that occurs
         frequently in the environment in which the entity operates cannot, by
         definition, be considered as extraordinary, regardless of its financial
         effect." In this light, we reviewed the frequency of accidental fires
         in our manufacturing facilities and determined that such fires are not
         considered infrequent and unusual. Accordingly, we have not classified
         the gain as an extraordinary item.

Notes to Consolidated Financial Statements
Critical Accounting Policies

2.       Please revise your management's discussion and analysis to specifically
         explain why the assumptions in your critical accounting policies bear
         the risk of change. In this regard, the disclosure should supplement,

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         not duplicate, the description of your policies in the financial
         statements. Further, disclose the following, to the extent possible:

          o    How accurate the  estimates and  assumptions  have changed in the
               past;
          o    How much the estimates and assumptions  have changed in the past;
               and
          o    Whether and how the  estimates  and  assumptions  are  reasonably
               likely to change in the future.

         RESPONSE:

         Set forth below is revised language concerning critical accounting
         policies that we propose be contained in our Form 10-Q for our fiscal
         2005 third quarter. Since the disclosure is not materially different
         from the disclosure previously provided, we respectfully request that
         we not be required to amend our previous filings to contain this
         revised language.

         Critical Accounting Policies

         Critical accounting policies are defined as those that are reflective
         of significant judgments and uncertainties, and potentially result in
         materially different results under different assumptions and
         conditions.

         Impairment of Long - Lived Assets: In accordance with Statement of
         Financial Accounting Standards No. 144, "Accounting for the Impairment
         or Disposal of Long-Lived Assets," long-lived assets such as property,
         plant and equipment, are reviewed for impairment whenever events or
         changes in circumstances indicate that the carrying amount of an asset
         may not be recoverable. Recoverability of assets to be held and used is
         measured by a comparison of the carrying amount of an asset to
         estimated undiscounted future cash flows expected to be generated by
         the asset. If the carrying amount of an asset exceeds its estimated
         future cash flows, an impairment charge is recognized as the amount by
         which the carrying amount of the asset exceeds the fair value of the
         asset. Assets to be disposed of by sale are separately presented in the
         consolidated balance sheet and reported at the lower of the carrying
         amount or fair value less costs to sell, and are no longer depreciated.

         In estimating the future undiscounted cash flows expected to be
         generated by long-lived assets to be held and used, major assumptions
         and estimates include expected period of operation, projected future
         product pricing, future raw material costs and market supply and
         demand. Changes in any of these estimates and assumptions could have a
         material effect on the estimated future cash flows to be generated by
         the Company's assets. With the deterioration of the competitive
         conditions in the textile industry, we have had changes in these
         estimates and assumptions based on strategic changes in management's
         plan of operations, including the planned closure and sale of three
         facilities: Furman, Catawba, and Estes. As management planned for
         closure of each of these facilities, it was necessary to first analyze
         held-for-use or held-for sale status of the assets and project future
         cash flows accordingly. These changes in assumptions have resulted in
         asset impairment charges in each of the last three fiscal years. It is
         reasonably likely that these assumptions could change in the future.
         Estimates of future cash flows and asset selling prices are inherently
         uncertain. Different estimates could result in materially different
         carrying amounts.

         For example, when management decided to close the Furman plant in
         fiscal 2002, an $8.2 million impairment charge was recognized reducing
         the carrying amount of this asset from $12.1 million to $3.9 million.
         When the Company entered into a contract to sell the Furman Plant real
         property in August 2004, the sales price, net of selling costs, was
         approximately $847,000 less than the then carrying amount resulting in
         an additional impairment charge of $847,000. When the Company announced
         its 2005 realignment plan in November 2004, it estimated its non-cash

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         impairment charge would range from $5.0 to $8.0 million. The Company
         revised this estimate upward in its 10-Q for the first quarter of
         fiscal 2005; however, the Company subsequently contracted to sell its
         facilities at more favorable sales prices for certain of its property,
         plant and equipment than it initially expected, and the actual
         impairment charge was $3.8 million. There can be no assurance, that
         these numbers will represent the final charges until the consummation
         of the sales of these assets, which are expected to occur in the third
         and fourth quarters of fiscal 2005. If any sale does not close, the
         actual net sales proceeds received in a subsequent transaction could be
         lower resulting in an increase in the corresponding impairment charge.

         Income Taxes: The Company accounts for income taxes under the asset and
         liability method in accordance with Statement of Financial Accounting
         Standards No. 109, Accounting for Income Taxes ("SFAS 109"). The
         Company recognizes deferred income taxes, net of any valuation
         allowances, for the estimated future tax effects of temporary
         differences between the financial statement carrying amounts of
         existing assets and liabilities and their tax bases and net operating
         loss and tax credit carryforwards. Deferred tax assets and liabilities
         are measured using enacted tax rates expected to apply to taxable
         income in the years in which those temporary differences are expected
         to be recovered or settled. The effect on deferred tax assets and
         liabilities of a change in tax rates is recognized in income in the
         period that includes the enactment date. Changes in deferred tax assets
         and liabilities are recorded in the provision for income taxes. As of
         July 3, 2004 and June 28, 2003, the Company did not have any deferred
         tax assets, net of valuation allowances and deferred tax liabilities.

         The Company evaluates on a regular basis the realizability of its
         deferred tax assets for each taxable jurisdiction. In making this
         assessment, management considers whether it is more likely than not
         that some portion or all of its deferred tax assets will be realized.
         The ultimate realization of deferred tax assets is dependent on the
         generation of future taxable income during the periods in which those
         temporary differences become deductible. Management considers all
         available evidence, both positive and negative, in making this
         assessment. The Company's pre-tax operating losses in each of 2004,
         2003 and 2002 represent negative evidence, which is difficult to
         overcome under SFAS 109, with respect to the realizability of the
         Company's deferred tax assets.

         To fully realize the deferred tax assets for net operating losses, the
         Company will need to generate future taxable income of approximately
         $38,000,000 in the United States. The Company's federal net operating
         loss carryforwards generally expire in varying intervals from 2013 to
         2024, while state loss carryforwards expire at various intervals
         beginning in fiscal 2005. At July 3, 2004, the Company's gross deferred
         tax assets were reduced by a valuation allowance of $10,626,000. In
         preparing the Company's financial statements, management determined
         that it was more likely than not that the Company would be unable to
         fully utilize its net deferred tax assets before they expire.
         Therefore, SFAS 109 required the Company to record a full valuation
         allowance for its net deferred tax assets. The Company first recorded a
         full valuation allowance of $7,254,000 in fiscal year 2003. Primarily
         as a result of losses in fiscal year 2004 that increased the Company's
         net operating loss carryforwards, the Company's net deferred tax assets
         increased during fiscal year 2004. Accordingly, the Company recorded an
         increase in the valuation allowance of $3,372,000 in fiscal year 2004.

         If the body of evidence considered by management in determining the
         valuation allowance, including the generation of pre-tax income, were
         to improve, the Company would consider reversal of the valuation
         allowance and record a net deferred tax asset on its balance sheet,
         resulting in tax benefit on its statement of operations for the period
         in which the reversal occurs. The Company believes consummation of its
         restructuring plan will return it to profitability; however, there can
         be no assurance to this effect.

         In addition, management monitors and assesses the need to change
         estimates with respect to tax exposure reserve items, resulting in
         income tax expense increases or decreases occurring in the period of
         changes in estimates.

3.       Please tell us the amounts you have accrued for loss contingencies
         related to your disclosed environmental matters here and in Note 6 as
         well as the recently upheld assessment from the North Carolina
         Department of Revenue. In situations where no accrual is made because

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         one or both of the conditions in paragraph 8 of SFAS No. 5 are not met,
         please explain why either criterion is not met and disclose your
         contingency if it is at least a reasonable possibility that a loss may
         have been incurred. Also tell us if you measure your loss contingencies
         on a discounted basis. If you do, disclose at a minimum, the discount
         rate used, the expected aggregate undisclosed amount, expected payments
         for each of the five succeeding years and the aggregate amount
         thereafter, and a reconciliation of the expected aggregate undiscounted
         amount to amounts recognized in the balance sheet. See Topic 5-Y of SAB
         No. 92.

         RESPONSE:

         We do not measure loss contingencies on a discounted basis. Below, we
         have addressed your comments on each of the environmental matters. As
         to the assessment from the North Carolina Department of Revenue, please
         see our response to your comment 10, which is incorporated herein by
         reference.

         Two of the Company's South Carolina plants, the Delta 2 and Delta 3
         Finishing Plants, have experienced high nitrate levels at the spray
         field for these plants. The Company is working with the South Carolina
         Department of Health and Environmental Control ("DHEC") to address this
         issue. On August 5, 2004, DHEC proposed a consent agreement, which
         establishes a groundwater mixing zone with nitrate parameters that the
         Company believes it can satisfy without additional, material cost or
         future violations. Although there is no assurance that the Company will
         be successful, and it could face administrative penalties if it is not,
         no accrual has been made for the contingency, as we do not believe it
         is probable that a liability has been incurred. We believe we can
         satisfy the terms of the consent agreement without additional material
         cost or future violations. Even if the Company does have to pay
         administrative penalties and/or incur costs. the Company does not
         currently believe that any penalties or costs will have a material
         adverse impact on the Company's financial position or results of
         operations.

         In addition, the National Pollutant Discharge Elimination System
         ("NPDES") permit issued to the Delta 2 and Delta 3 Finishing Plants on
         April 1, 2004, contained a new parameter for zinc that the Company is
         supposed to meet by April 1, 2006. Discharges from nitrate recovery
         wells have exceeded this parameter. The Company has proposed to convert
         the recovery wells into monitoring wells to eliminate the zinc
         discharge and understands that DHEC is amenable to this approach.
         Although there is no assurance that the conversion will success