SecProbe.io

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Mail Stop 3561

      December 19, 2005

Mr. Yossi Hajaj
Chief Financial Officer
Delta Galil Industries Ltd..
2 Kaufman Street
Tel Aviv 68012, Israel

	Re:	Form 20-F for the Year Ended December 31, 2004
		Filed June 27, 2005
      File No. 0-30020

Dear Mr. Hajaj:

		We have reviewed your filing and have the following
comments.  We have limited our review to your financial statements
and related disclosures and will make no further review of your
document.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 20-F for the Year Ended December 31, 2004

Operating and Financial Review and Prospects, page 25

Overview, page 25

1. In future filings, please quantify to the extent practicable
the
impact of each significant change between periods in key financial
data or indicators in circumstances where you describe more than
one
business reason or cause for an overall change.  For example, you
should quantify:

* the increase in sales and/or expenses attributable to the
acquisition of Auburn and Burlen, the impact of the strengthening
of
the NIS, pound sterling and euro and opening of new stores
throughout
your discussions;

* the changes in sales to Wal-Mart, Target, Calvin Klein, JC Penny
and Victoria`s Secret in your discussions of sales by segment on
page
29 and the extent to which the changes are attributable to changes
in
volume and/or prices;

* the write-off of doubtful accounts receivable of K-Mart in your
discussion of operating income (loss) by segment in 2003 versus
2002
on page 30;

* costs associated with the closure of the manufacturing and
warehousing center in Scotland in your discussion of operating
income
(loss) by segment in 2003 versus 2002 on page 30;

* losses from operations with certain customers in your discussion
of
operating income (loss) by segment in 2004 versus 2003 on page 30;
and

* the write-off of other investments in your discussion of other
income, net on page 31.

In addition, please provide an analysis of the underlying causes
for
each significant change you identify.  For example, you should
disclose why:

* sales to Wal-Mart, Target, Calvin Klein, JC Penny and Victoria`s
Secret and other existing customers increased or decreased in your
discussions of sales by segment on page 29;

* you experienced losses from operations with certain customers in
your discussion of operating income (loss) by segment in 2004
versus
2003 on page 30;

* gross profit increased in your discussions of gross profit on
pages
31 and 32;

* costs to subcontractors increased and materials consumption and
wages and salaries decreased in your discussion of cost of revenue
on
page 32; and

* the provision for doubtful accounts receivable decreased in your
discussion of general and administrative expenses on page 32.

Please note that items set forth above are just examples of where
your disclosure could be improved and not a complete list.

Critical Accounting Policies, page 33

2. In future filings please quantify and provide an analysis of
the
impact of critical accounting estimates on your financial position
and results of operations for the periods presented.  Please also
disclose the effect of changes in critical accounting estimates
between periods to the extent such changes had a significant
effect
on your financial position or operating results.

Liquidity and Capital Resources, page 36

3. In future filings please include an assessment of your
liquidity
and ability to meet your cash obligations on a short and long term
basis.  In doing so, please disclose the nature and extent of any
legal or economic restrictions on the ability of your subsidiaries
to
transfer funds to you in the form of dividends, loans or advances
and
the impact such restrictions have had or are expected to have on
your
ability to meet your cash obligations.  Please refer to Item 5(B)
of
Form 20-F.

4. In future filings please disclose and provide an analysis of
the
most significant trends in production, sales and inventory, the
state
of the order book and costs and selling prices.  Please also
discuss
any known trends or uncertainties that are reasonably likely to
have
a material effect on your net sales, income, profitability,
liquidity
or capital resources or that would cause reported financial
information not necessarily to be indicative of future operating
results or financial condition.  Please refer to Item 5(D) of Form
20-F.

5. In future filings please discuss in a separately-captioned
section, your off-balance arrangements that have or are reasonably
likely to have a current or future effect on your financial
condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital
resources.  If you do not have any off-balance arrangements please
disclose that fact under the separately-captioned section.  Please
refer to Item 5(E) of Form 20-F.

Item 15:  Controls and Procedures, page 61

6. Please revise to disclose the conclusions of your principal
executive and principal financial officers, or persons performing
similar functions, regarding the effectiveness of your disclosure
controls and procedures as of the end of the period covered by the
report based on the evaluation required by Rule 13a-15 or Rule
15d-15
of the Exchange Act as of the end of the fiscal year.

7. We note your disclosure that there were no significant changes
in
your internal controls or in other factors that could
significantly
affect those controls since the date of your evaluation.  In
circumstances where you include similar disclosures in future
filings, please revise to state that there were no changes in your
internal control over financial reporting identified in connection
with your evaluation that occurred during the period covered by
the
annual report that has materially affected, or is reasonably
likely
to affect, your internal control over financial reporting.  In
addition, please also confirm to us, if true, that there were no
changes in your internal control over financial reporting
identified
in connection with your evaluation that occurred during the period
covered by the annual report that has materially affected, or is
reasonably likely to affect, your internal control over financial
reporting.

Financial Statements

Report of Independent Registered Public Accounting Firm , page F-2

8. We note the report of Kesselman & Kesselman on the financial
statements of Delta Galil Industries refers to the use of other
auditors for the audit of certain subsidiaries.  The last sentence
in
the second paragraph refers to the use of other "registered"
public
accounting firms in two separate places.  Additionally, a
reference
to "registered" public accounting firms is included in the third
and
fourth paragraphs of this report.  However, it does not appear
that
Ernst & Young Allied for Accounting & Auditing is registered with
the
PCAOB.  If all of the other auditors are not registered with the
PCAOB, the report of Kesselman & Kesselman should be revised to
delete these references to the use of other "registered" public
accounting firms.  Please advise.

Consolidated Statements of Cash Flows, page F-7

9. Please tell us what the "amounts carried to deferred charges"
line
item under adjustments to reconcile net income to net cash
provided
by operating activities represents.

10. It appears that payments related to restructuring costs should
be
classified as cash flows from operating activities in accordance
with
paragraph 23(e) of FAS 95.  Please tell us your basis in GAAP for
classifying payments related to restructuring costs as cash flows
from investing activities or revise.

Notes to Consolidated Financial Statements, page F-11

General

11. Please disclose in future filings accumulated balances for
each
classification of accumulated other comprehensive income (loss) in
the notes to your financial statements or on the face of your
balance
sheets or statements of changes in stockholders` equity.  Please
refer to paragraph 26 of FAS 130.

Note 2 - Acquisitions and Other Transactions, page F-19

12. We note that customer relationships of Burlen, Inc. represent
the
only intangible asset recognized apart from goodwill in your
acquisitions.  Please explain to us why no other intangible assets
were acquired and recognized in the Burlen acquisition.  Please
also
explain to us why no intangible assets were acquired in each of
the
other acquisitions disclosed in this note.  In doing so, please:

* specifically address the marketing and customer related
intangible
assets and contract and technology based intangible assets (as
illustrated in Appendix A of FAS 141) of the acquired businesses;
and

* describe any intangible assets that were identified and not
recognized, and why the assets did not meet the recognition
criteria
in paragraph 39 of FAS 141.

In addition, please explain to us how you determined the estimated
useful life of the customer relationships of Burlen.

Note 7 - Employee Rights Upon Retirement, page F-28

13. We note that you have deposited $5.7 million and $5.1 million
at
December 31, 2004 and 2003 with insurance companies to fund
severance
pay liabilities.  Please tell us whether these deposits are
included
in the "funds in respect of employee rights upon retirement" line
item in your balance sheets on page F-4.  If so, please tell us
the
other items and their amounts included in this balance sheet line
item.  Otherwise, please tell us the items and their amounts
included
in the "funds in respect of employee rights upon retirement" line
item in your balance sheet for each period presented.  Please also
tell us, and disclose in future filings, your accounting policies
for
the invested funds managed by the insurance companies.

Note 12 - Supplementary Financial Statement Information, page F-43

Accounts Receivable, page F-43

14. We note the disclosure on page F-43 regarding your allowance
for
doubtful accounts and the disclosure of bad debt income (expenses)
and allowances charged to expenses in the second paragraph in Note
1(M) on page F-14.  Please provide to us a reconciliation of these
disclosures.  We assume that the disclosure in Note 12 regarding
your
allowance for bad debts is intended to meet the requirement of
Item
17(a) of Form 20-F to furnish the Schedules required by Rule 12-09
of
Regulation S-X.  If so, in future filings, please revise your
disclosure to include all valuation accounts and reserves
including
those related to volume discounts and sales returns.  Please also
disclose additions charged to costs and expenses and additions
charged to other accounts separately together with a description
of
the charges.

Earnings Per Share, page F-47

15. In future filings please disclose options that could
potentially
dilute basic earnings per share that were not included in the
computation of diluted earnings per share because to so would have
been antidilutive for the periods presented.  Please see paragraph
40(c) of FAS 128.

Note 15 - Segment Information

16. Please disclose in future filings the factors you used to
identify your reportable segments, including the basis for
organization, and whether operating segments have been aggregated.
Please see paragraph 26 of FAS 131.  Please tell us whether you
identified your retail and wholesale business activities in Israel
as
separate operating segments.  If so, please tell us why the retail
and wholesale businesses meet the aggregation criteria set forth
in
paragraph 17 of FAS 131.

Independent Auditor`s Report to the Members of Delta Textiles
(London) Limited

17. We note the report of Baker Tilly on the financial statements
of
Delta Textiles (London) Limited states that the financial
statements
are in conformity with UK GAAP, as well as in conformity with US
GAAP.  Please tell us whether there are any differences between UK
GAAP and US GAAP for Delta Textiles (London) Limited.  In this
regard, we note that it was unclear whether the financial
statements
were prepared in accordance with UK GAAP, with a separate
reconciliation to US GAAP, or whether UK GAAP and US GAAP resulted
in
the same amounts for Delta Textiles (London) Limited.  If the
latter
is true, please provide to us a description of Delta Textiles
(London) Limited`s business, as well as information about their
total
assets, total liabilities, total revenues, operating income, and
net
income.

Report of Ernst & Young Allied for Accounting & Auditing

18. We note the report of Ernst & Young Allied for Accounting &
Auditing on the financial statements of Delta Sourcing Egypt LLC
indicates the financial statements were in conformity with US
GAAP.
The staff is not familiar with this accounting firm and it does
not
appear the firm has previously practiced before the Commission.
Please tell us whether the accounting firm is affiliated with the
U.S. firm of Ernst & Young LLP through the Appendix K mechanism of
the former SEC Practice Session (SECPS) of the American Institute
of
Certified Public Accountants (AICPA).  These SECPS rules
established
minimum requirements for the pre-filing review of SEC filings by
an
expert knowledgeable about US GAAP, PCAOB Standards, U.S. auditor
independence and SEC reporting requirements designated by the U.S.
firm.  The SECPS was replaced by the AICPA`s Center for Public
Company Audit Firms and the PCAOB adopted these "Appendix K"
requirements as part of their Interim Quality Control Standards
(Rule
3400T).  If Ernst & Young Allied for Accounting & Auditing is not
affiliated with the U.S. firm of Ernst & Young LLP through this
mechanism, please provide us with additional information regarding
the firm and its experience in applying US GAAP, PCAOB Standards,
U.S. auditor independence and SEC reporting requirements.  We may
have further comments.

19. We note that the report of Ernst & Young Allied for Accounting
&
Auditing refers to the "standards of the Public Company Accounting
Oversight Board auditing standards generally accepted in the
United
States of America."  The reference to auditing standards generally
accepted in the United States of America is no longer appropriate
or
necessary.  Please revise to refer to "the standards of the Public
Company Accounting Oversight Board (United States)."  Please refer
to
Section III D of International Reporting and Disclosure Issues in
the
Division of Corporation Finance dated November 1, 2004 located at
http://www.sec.gove/divisions/corpfin/intermnatl/cfirdissues1104.h
ym.

Exhibits 12.1 and 12.2

20. The certifications required by Rule 13a-14(a) or Rule 15d-
14(a)
of the Exchange should be provided exactly as set forth in Form
20-F,
except for the omissions during the transition period until the
internal control over financial reporting rules are effective with
respect to a particular issuer as stated by the Commission in the
adopting release for the Section 404 rules and related changes to
certifications.  Please revise the certifications filed as
exhibits
in future filings to conform to paragraph 12 of the Instructions
as
to Exhibits of Form 20-F.  Specifically:
* the reference to "the