SecProbe.io

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April 8, 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 of Delta Woodside Industries, Inc. received from the Staff of
the Securities and Exchange Commission in a letter from Mike Moran, dated March
25, 2005 (the "Comment Letter"). The Company's responses to the Staff's comments
are as follows:

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

Note G - Commitments and Contingencies

     1.   We note your response to our prior  comment.  Please  disclose how the
          fee-in-lieu-of-tax  transaction  is  reflected  in  your  consolidated
          financial statements as a deferred financing lease. If the transaction
          is not reflected in the financial statements, disclose why and include
          any   applicable   accounting   pronouncement   (s)  to  support  your
          conclusion. Specifically indicate in your disclosure whether there are
          any cash inflows and outflows between you and any entity as it relates
          to the IDR Bond and the lease  transactions.  If no cash is  exchanged
          disclose why. If cash is exchanged, please tell us and disclose:

          a.   The  amounts,  timing and nature of such cash  flows  (e.g.  bond
               payment,  lease  payment,  interest  expense  and/or  income  and
               fee-in-lieu-of -taxes);

          b.   Where these amounts are reflected in your statements of financial
               position, earnings and cash flows; and

          c.   The   amounts   of   payments   for   the   2004,    2003,   2002
               fee-in-lieu-of-taxes in comparison to forgone property taxes.

          d.   Your  basis  for the  right  to  offset  the IDR  Bond  with  the
               associated lease  obligations as well as the related receipts and
               payments;

RESPONSE:

         The fee in lieu of tax transaction is not reflected in the Company's
         consolidated financial statements as a deferred financing lease. The
         initial transaction under the fee in lieu arrangement can be summarized
         as follows:

          o    The Company sold the assets to the respective  Counties.  No cash
               proceeds were received pursuant to the sale of these assets.  The
               IDR Bond and the Lease,  the terms of which are described  below,
               were issued and entered into  concurrent with the initial sale of
               assets to the  Counties.

          o    A journal  entry,  for  illustrative  purposes only, is presented
               below:

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                           IDR Bond                  $XXX
                               Assets                                  $XXX
                           Assets                    $XXX
                               Lease Obligation                        $XXX

         The lease obligation meets the criteria set forth under Statement of
         Financial Accounting Standards No. 13, Accounting for Leases, in
         paragraph 7(b), to be classified as a capital lease. The lease contains
         a bargain purchase option of $1 (Article X of the Lease Agreement, as
         described further below).

         The Company has concluded that a legal right of offset exists between
         the IDR Bond and the Lease Obligation, pursuant to FASB Interpretation
         No. 39, which states, "A right of setoff exists when all of the
         following conditions are met:

               a.   Each of the two parties owes the other determinable amounts.
               b.   The reporting party has the right to set off the amount owed
                    with the amount owed by the other party.
               c.   The reporting party intends to set off.
               d.   The right of setoff is enforceable by law."

         Consequently, these amounts have not been reflected in the Company's
         consolidated financial statements. There are no cash inflows or
         outflows between the Company and any entity as it relates to the IDR
         bond or the lease transactions. Under the terms of the lease agreement
         with the respective Counties, (Section 5.02 of the agreement), "if the
         Tenant is the Registered Owner of all of the Bonds, the Tenant shall
         offset the obligation to make payments of Basic Rent hereunder with
         respect to the Bonds, or any Future Series, respectively, including
         without limitation amounts due pursuant to Section 10.03 hereof,
         against the Tenant's right to receive payments of the Bonds, or any
         Future Series, respectively." Section 2.01 of the Bond indenture
         contains a similar offset provision. The Company (including its
         wholly-owned subsidiary, Delta Mills, Inc.), has been the registered
         owner of the bonds from inception.

         Pursuant to Section 6.03 of the lease, cash payments for the fee in
         lieu of property tax payments are made annually to each of the
         Counties, based on assets in service at assessment date. These
         payments, which amounted to approximately $320,000 in each of fiscal
         years 2004, 2003 and 2002 are included in cost of sales in the
         Company's consolidated financial statements. If the Company had not
         entered into this arrangement, property tax payments would have been
         approximately $379,000 in each of fiscal years 2004 and 2003 and
         approximately $400,000 in fiscal year 2002.

STAFF'S REQUEST CONTINUED:

Also, please disclose the following:

               e.   The terms  and  uncertainties  of the IDR Bond and  property
                    leases;

               f.   The adjusting  estimated real property tax payments if it is
                    at least  reasonably  possible  that you may  reacquire  the
                    properties  either at your election or due to external risks
                    or uncertainties;

               g.   Or, Specifically state that you cannot estimate the required
                    adjusting estimated real property taxes payments.
<PAGE>

RESPONSE:

         The Company believes the pertinent principal terms of the IDR Bond and
its Indenture are as follows:

          o    The  principal  amount  of the Bond is  $200,000,000  "or so much
               thereof as has been advanced [t]hereunder from time to time."
          o    The term of the Bond is  twenty  years  from the date of the last
               advance  under the Bond  which  extends to the year 2017 (this is
               identical to the term of the lease).
          o    The Bond  specifies  an interest  rate of 7.5% per annum but does
               not specify a payment amount.  Rather the Bond explicitly  states
               that both  principal  and interest  are payable  "solely from the
               revenues and receipts" of the lease.
          o    The Bond recites that "Tenant [Delta Mills] has obligated  itself
               to make  payments  to or for the account of the Issuer [the three
               Counties] sufficient to pay, as and when the same become due, the
               principal and interest on this Bond."
          o    Both the Bond and Section 2.05 of the Bond indenture provide that
               the Bond is non-recourse  to the Counties,  so the only source of
               payment  to Delta  Mills of the Bond is the rent  payments  Delta
               Mills makes under the lease.
          o    Pursuant  to Section  2.05 of the Bond  indenture,  the  Counties
               pledged all  revenues  under the lease  (except  for  payments of
               certain  administrative  expenses,  payments in lieu of taxes and
               certain  indemnification   payments,  if  any)  as  security  for
               performance of their obligation under the Bond.
          o    Section 2.01 of the Bond indenture requires the Company to offset
               its right to receive Bond payments  against the obligation to pay
               rent for so long as the Company is the Bond holder.

         The Company believes that the principal pertinent terms of the Lease
are as follows:

          o    The term of the lease is twenty  years  from the date of the last
               advance  under the Bond  which  extends to the year 2017 (this is
               identical to the term of the Bond).
          o    The lease does not specify a dollar  amount for rent payments but
               rather  specifies  that rent shall be paid in such amounts and at
               such times as is necessary  to pay the  principal  and  interest,
               when due, on the Bond.
          o    Section  5.02 of the lease  provides  that "if the Tenant  [Delta
               Mills] is the  Registered  Owner of all of the Bonds,  the Tenant
               shall  offset  the  obligation  to make  payments  of Basic  Rent
               hereunder  with  respect  to the  Bonds,  or any  Future  Series,
               respectively,  including without  limitation amounts due pursuant
               to Section  10.03 hereof,  against the Tenant's  right to receive
               payments of the Bonds, or any Future Series, respectively."
          o    Section  5.04  of the  lease  provides  that  the  lease  and all
               revenues  and  receipts  of the  Counties  pursuant  to the lease
               (except for payments of certain administrative expenses, payments
               in lieu of taxes and certain  indemnification  payments,  if any)
               are  pledged  as  security  for   performance  of  the  Counties'
               obligations under the Bond
          o    Delta Mills  continues  to operate  and  control  the  properties
               subject  to the FILOT as it did prior to its entry into the FILOT
               arrangement.
          o    Section  6.01 of the lease  requires  the Company to maintain the
               property  subject  to the  FILOT  arrangement  and  relieves  the
               Counties of any  requirement  to make  repairs,  replacements  or
               renewals  of any nature or  description  or make any  expenditure
               whatsoever in connection with the lease.
          o    Section  6.02 of the lease  provides  that if there is no default
               under the lease,  the Company can, in its  discretion,  determine
               that items of lease equipment have become  inadequate,  obsolete,
               undesirable  or  unnecessary  for  operations and may remove such
               items,  sell,  trade-in,  exchange or  otherwise  dispose of them
               without consent of any county.
          o    Section  6.05 of the lease  requires  the  Company  to insure the
               property subject to the FILOT.
          o    Section  7.01  of the  lease  allocates  the  risk of loss of the
               project to the Company.
          o    Section  8.03  of  the  lease   prohibits   the   Counties   from
               transferring title to the properties to any third party.
<PAGE>

          o    Article X of the lease  gives  Delta  Mills an option to purchase
               some or all of the subject  property at any time for an effective
               net price of one dollar.
          o    If Delta Mills  elects to reacquire  the property  subject to the
               arrangement,  it may also be required to make  certain  adjusting
               property tax payments;  however,  we cannot estimate the required
               adjusting estimated property tax payments.

         The Company believes there is no material uncertainty arising in
         connection with the FILOT arrangement.

STAFF'S REQUEST CONTINUED:

Please provide us with an example of the disclosure in your response or an
explanation why you believe this disclosure is not applicable to you.

RESPONSE:

         In the future, we expect our disclosure with respect to the FILOT
         arrangement to be substantially as follows:

                  Substantial portions of the Company's fixed assets are the
                  subject of a "Fee in Lieu of Tax" or "FILOT" agreement with
                  three Counties within the State of South Carolina. These
                  agreements are intended to permit counties to attract business
                  investment by offering property tax incentives. In accordance
                  with South Carolina law, the Company entered into a
                  sale-leaseback agreement with these Counties and
                  simultaneously acquired an Industrial Development Revenue
                  Bond. The arrangement is structured so that the Company's
                  lease payments to the Counties equal and offset the Counties'
                  bond payments to the Company. The Bond is non-recourse to the
                  Counties, the Company's lease payments are pledged to secure
                  repayment of the Bond, and the lease and Bond provide for the
                  legal right of offset. Consequently, the FILOT arrangement is
                  not reflected in the Company's financial statements. The
                  agreements have a maximum expiration date of 2017. Under the
                  terms of the agreements, the Company must annually submit
                  information regarding the value of the machinery and equipment
                  in service in each county. The respective Counties will then
                  accept a fee in lieu of property tax based upon predetermined
                  millage rates. These costs are included in cost of sales in
                  the Company's consolidated financial statements. If the
                  Company had not entered into this transaction, property tax
                  payments would have been higher. The Company can reacquire
                  such property and terminate the agreement at a nominal price
                  of $1 and, accordingly, the subject property is included in
                  property, plant, and equipment in the consolidated balance
                  sheet. If the Company elects to reacquire the subject property
                  prior to the expiration of the arrangement, it may also be
                  required to make certain adjusting property tax payments.

If you have any questions regarding these responses, please direct them to
William H. Hardman, Jr., Chief Financial Officer, at 864-255-4127, or in his
absence, to David Palmer, Controller, at 864-370-4719.

Sincerely,

/s/ William H. Hardman, Jr.
Chief Financial Officer

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