SecProbe.io

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United States Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D.C.  20549
Attn:  Ta Tanisha Henderson

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

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
Apparel, Inc. received from the Staff of the SEC in a letter from George F.
Ohsiek, Jr., dated November 16, 2004 (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:

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.

     Response to Comment 1

     Our  responses  herein  indicate,  where  applicable,  the  revisions to be
     included in future filings.

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.

     Response to Comment 2

     Our discussion of changes in gross margins will be supplemented accordingly
     in future filings.

<PAGE>

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.

     Response to Comment 3

     Our  discussion  of selling,  general and  administrative  expenses will be
     supplemented accordingly in future filings.

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 understandings of its impact.

     Response to Comment 4

     Our  discussion  of the  earnout  provision  in MD&A  will be  supplemented
     accordingly in future filings.

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.

     Response to Comment 5

     Based on our projections, we expect that the total earnout payment to be
     paid to the former shareholders of M. J. Soffe Co. would approximate the
     $7.1 million recorded on the opening balance sheet as the excess of fair
     value of acquired net assets over cost. Therefore, we included the $7.1
     million in the table of contractual cash obligations. All payments to the
     former shareholders with respect to the earnout will be paid in cash. As
     projections of the future cash obligation changes, we will adjust the
     amount included in the table of contractual cash obligations.

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.

<PAGE>

     Response to Comment 6

     Our tabular  disclosure of  contractual  obligations  will be  supplemented
     accordingly in future filings.

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.

     Response to Comment 7

     In future filings, we will appropriately present separately the proceeds
     from the repayments on the long-term debt, including the Delta Facility.

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.

     Response to Comment 8

     We participate in cooperative advertising programs with our customers.
     Depending on the customer, our defined cooperative programs allow the
     customer to use from 1% to 4% of its net purchases from us towards
     advertisements of our products. In fiscal year 2004, we incurred $1.1
     million in expenses related to cooperative advertising costs and this
     expense was included as a selling, general and administrative expense.
     Pursuant to EITF 01-9 paragraph 9, we meet the requirements for which the
     consideration for cooperative advertising should be characterized as a cost
     incurred. We received an identifiable benefit resulting from the
     consideration for cooperative advertising, as our products are being
     specifically advertised. Instead of sharing in the advertising expense with
     our customers, we could contract with a third party to advertise our
     products. In addition, we can estimate the fair value of the benefit
     received through this consideration as the fair value would be the cost
     incurred for us to contract our own advertisements. Therefore, we are
     appropriately recording our cooperative advertising costs as an expense
     rather than as a reduction of revenue. The related cooperative advertising
     reserve balances are recorded as accrued liabilities and are calculated by
     multiplying the net sales by the cooperative program percentage. As the
     cooperative accrual is based upon a defined calculation pursuant to the
     cooperative programs and is not significant, we do not believe that we
     should include any discussion regarding the estimate in our MD&A.

     We will disclose in future filings the amount of the expense and the line
     item in which it is included in the statement of income.

<PAGE>

(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.

     Response to Comment 9

     We recognize the inconsistency in our terminology and will comply with the
     staff's comments in future filings. We recognize sales when shipment has
     occurred and provide for allowances for merchandise returns and claims. In
     our critical accounting policies, we disclosed that revenue is earned when
     "delivery" has occurred. We will substitute the word "shipment" for
     "delivery" in future filings in the footnotes to the financial statements.
     As our freight terms are FOB Shipping Point, this "delivery" takes place
     when the goods are shipped to the customer. We use freight forwarders to
     ship our products to our customers. Therefore, revenue is recognized when
     the goods are placed in the possession of the carrier. We do not have
     specific customer inspection, acceptance or return provisions included on
     our sales orders and our history shows that only an insignificant amount of
     our goods are returned to us, which we are able to estimate upon shipment.
     Therefore, we believe that it is appropriate for us to recognize revenue
     upon shipment of our goods to our customers.

(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.

     Response to Comment 10

     We will disclose in our MD&A in future filings that our gross margins may
     not be comparable to others that include these costs in cost of goods sold.

<PAGE>

     In future filings, we will also disclose the aggregate amount of costs
     related to distribution that is excluded from cost of goods sold in the
     footnotes to our financials.

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.

     Response to Comment 11

     The $4.1 million of purchase price that was allocated to other assets upon
     the acquisition of M. J. Soffe Co. primarily relates to the cash surrender
     value of life insurance policies and split dollar life insurance policies,
     totaling $3.7 million, that were acquired. Please note that subsequent to
     the acquisition, the split dollar life insurance policies were canceled and
     we received the proceeds on these policies. The remaining balance of other
     assets includes deposits, investments and prepaid assets. We did not
     allocate any of the purchase price of the acquisition to the "Soffe"
     trademark or any other identified intangibles. Pursuant to SFAS 141
     paragraph 44, we reduced the amounts assigned to noncurrent assets, with
     the exception of financial assets, to zero on the opening balance sheet as
     the fair value of the identifiable net assets acquired exceeded the cost of
     the acquired business.

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.

     Response to Comment 12

     As described above, the $4.1 million of other assets does not relate to
     intangible assets or property, plant and equipment. Pursuant to SFAS 141
     paragraph 44, we reduced the amounts assigned to noncurrent assets, with
     the exception of financial assets, to zero on the opening balance sheet as
     the fair value of the identifiable net assets acquired exceeded the cost of
     the acquired business.

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