SecProbe.io

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Mail Stop 3-8

								November 16, 2004

By Facsimile and U.S. Mail

Herbert M. Mueller
Vice President, Chief Financial Officer and Treasurer
Delta Apparel, Inc.
2750 Premiere Parkway, Suite 100
Duluth, Georgia 30097

		RE:	Delta Apparel, Inc.
			File No. 1-15583
			Form 10-K for the year ended July 3, 2004
			Filed September 10, 2004
			Form 10-Q for the quarter ended October 2, 2004

Dear Mr. Mueller:

	We have reviewed your filings and have the following comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
disclosures in future filings 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 supplemental information so we may better
understand your disclosure.  After reviewing this information, we may
or may not 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 10-K FOR THE YEAR ENDED JULY 3, 2004

General

1. Where a comment below requests additional disclosures or other
revisions to be made, these revisions should be included in your
future filings, as applicable.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Results of Operations

Fiscal Year 2004 versus Fiscal Year 2003, page 12

2. Please supplement your discussion of the overall change in gross
margin with a discussion of the change in gross margin for your Delta
segment.  Please also discuss the reasons why the gross margins
generated by your Soffe segment are significantly higher than the
gross margins of your Delta segment and whether the past performance
of each of these segments is expected to be indicative of future
performance.

3. We understand that selling, general and administrative (SG&A)
expenses as a percentage of net sales increased as a result of the
addition of the Soffe business.  Similar to the preceding comment,
please also discuss the change in SG&A expenses as a percentage of
net sales for your Delta segment.  Discuss the reasons why SG&A is
significantly higher in your Soffe segment than in your Delta segment
and whether the past performance of each of these segments, in terms
of SG&A expenses, is expected to be indicative of future performance.

Liquidity and Capital Resources, page 14

4. Please discuss the earnout provision associated with your
acquisition of M.J. Soffe Co. and the associated potential impact on
your liquidity and capital resources.  In particular, you should
discuss your assessment of the likelihood that amounts will be owed
under the earnout provision, the expected timing of those payments,
the most likely amounts to be paid, if estimable, and the maximum
potential payout.  In this regard, we note your disclosures in Note
3, but believe a discussion of the above items in the MD&A would
enhance the reader`s understanding of its impact.

5. Related to the preceding comment, we note your inclusion in the
table of contractual cash obligations of $7.1 million of "contingent
purchase price."  This amount appears to be the same amount as the
earnout liability you recorded as a result of having an excess of
fair value of acquired net assets over cost.  We are unclear as to
why this amount would represent your contractual cash obligation.
Please advise and also clarify your disclosure as necessary.
6. Please revise your tabular disclosure of contractual obligations
to include estimated interest payments on your debt.  A footnote to
the table should provide appropriate disclosure regarding how you
estimated the interest payments.  Since the table is aimed at
increasing transparency of cash flow, we believe these payments
should be included in the table.  If you choose not to include these
payments, a footnote to the table should clearly identify the
excluded items and provide any additional information that is
material to an understanding of your cash requirements.  See Section
IV.A and footnote 46 to the Commission`s MD&A Guidance issued
December 19, 2003 available at www.sec.gov.

Consolidated Statements of Cash Flows

7. Please separately present the proceeds and repayments on your
long-term debt, including your Delta Facility.  Refer to paragraphs
11 through 13 of SFAS 95, as amended.

Notes to Consolidated Financial Statements

Note 2.  Significant Accounting Policies

8. We understand, based on your disclosure in note 2(m), that you
participate in cooperative advertising programs with your customers.
Please disclose the nature and extent of each arrangement under which
you make payments to resellers.  Please disclose your accounting
policy for each type of arrangement, including the statement of
income line item that each type of arrangement is included in.  For
each expense line item that includes these types of arrangements,
please disclose the related amounts included in that line item.  For
each type of arrangement treated as an expense rather than as a
reduction of revenues, please tell us how this type of arrangement
meets the requirements in EITF 01-9.  Please also discuss in MD&A any
significant estimates resulting from these arrangements.

(d) Revenue Recognition, page F-7

9. On page 17, you indicate that you consider revenue realizable and
earned once delivery has occurred.  In this footnote, you indicate
that you recognize sales once shipment has occurred.    Please advise
and also revise your disclosures to make them consistent.  If
revenues are recognized when products are shipped, please tell us and
disclose in your revenue recognition policy:
o Whether your stated shipping terms are FOB shipping point or FOB
destination pursuant to your sales agreements with customers;
o Your customers` rights of inspection, acceptance, and return; and
o When title passes from you to your customer.
Unless obvious, please explain to us why sales recognition is
appropriate upon shipment, rather than upon delivery to and
acceptance by the customer.  Note that even if your sales agreements
state that title passes upon shipment, customer acceptance provisions
or a history of your replacing goods damaged or lost in transit may
make the recognition of revenue upon delivery to and acceptance by
the customer GAAP. See the Interpretive Response to Question 3 of SAB
Topic 13:A.

(l) Selling, General and Administrative Expense, page F-8

10. Based on your disclosure of the types of expenses that you
include in cost of goods sold and the types of expenses that you
include in selling, general and administrative expense, we understand
that you exclude certain costs of your distribution network, namely
receiving costs, warehousing costs, internal transfer costs, stocking
costs, and picking and packing costs from cost of goods sold.   With
the exception of warehousing costs, please disclose the amount of
such costs included in selling, general and administrative expense
for each period presented.   Please also disclose in your MD&A that
your gross margins may not be comparable to others, since some
entities include costs related to their distribution network in cost
of goods sold and others like you exclude all or a portion of them
from gross margin, including them instead in a line item such as
selling, general and administrative expenses.

Note 3.  Acquisition, page F-10

11. We note your disclosure on page 5 that your "Soffe" registered
trademark is your hallmark brand.  We also note your disclosure that
$4.1 million of the purchase price of your M.J. Soffe Co. acquisition
was allocated to other assets.  Please tell us whether you allocated
any of the purchase price of your M.J. Soffe Co. acquisition to the
"Soffe" trademark or to any other identified intangibles.  If so,
please tell us the value that was allocated to each intangible, how
that value was determined, and whether the intangibles are subject to
amortization and the length of the amortization period(s), as
applicable.  If not, please tell us how you determined that there
were no intangible assets that meet the recognition criteria in
paragraph 39 of SFAS 141.

12.  We note that the historical cost, net of accumulated
depreciation, of Soffe`s PP&E at June 28, 2003 was $22.5 million.
Yet it appears that in your purchase price allocation, you`ve
allocated less than $4 million to these assets.  Supplementally
explain to us why there was such a significant reduction in the value
of the fixed assets.

Note 7.  Long-term Debt, page F-12

13. We understand that the terms of the Soffe Facility prohibit M.J.
Soffe Co. from making cash dividends to you and also limit the
ability of M.J. Soffe Co. to make loans to you.  To the extent that
the restricted net assets of M.J. Soffe Co. exceed 25% of
consolidated net assets as of your most recently completed fiscal
year, please disclose the amount of restricted net assets as of year-
end.  Please note that restricted net assets include any net assets
that may not be transferred to you in the form of loans, advances, or
cash dividends without the consent of the third party lender(s).  See
Rule 4-08(e) of Regulation S-X.

	As appropriate, respond to these comments within 10 business
days or tell us when you will provide us with a response.  Please
provide us with a response letter that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your response letter as a correspondence file on EDGAR.  Please
understand that we may have additional comments after reviewing your
responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to be
certain that they have provided all information investors require for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	If you have any questions regarding these comments, please
direct them to Staff Accountant Ta Tanisha Henderson at (202) 942-
2958, or in her absence, to Robyn Manuel at (202) 942-7786, or me at
(202) 942-2905.

							Sincerely,

							George F. Ohsiek, Jr.
							Branch Chief

November 16, 2004
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