DELTA WOODSIDE INDUSTRIES INC /SC/, DEF 14A, 1997-10-10

DELTA WOODSIDE INDUSTRIES INC /SC/
DEF 14A, 1997-10-10
BROADWOVEN FABRIC MILLS, COTTON

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )

Check the appropriate box:

( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

DELTA WOODSIDE INDUSTRIES, INC.
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

(X) No fee required

( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

( ) Fee paid previously with preliminary materials.

( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule, or Registration Statement No.:

3) Filing Party:

4) Date Filed:

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DELTA WOODSIDE INDUSTRIES, INC.
233 N. MAIN STREET, HAMMOND SQUARE, SUITE 200
GREENVILLE, SOUTH CAROLINA 29601
TELEPHONE (864) 232-8301

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
NOVEMBER 6, 1997

TO OUR SHAREHOLDERS:

Notice is hereby given that the Annual Meeting of Shareholders of Delta
Woodside Industries, Inc., a South Carolina corporation ("Delta Woodside"), will
be held at the Delta Mills Marketing Company's Beattie Plant, 700 North Woods
Drive, Fountain Inn, South Carolina, on November 6, 1997, at 10:30 a.m., local
time, for the following purposes:

1. To elect seven directors to serve until the next annual meeting of
shareholders of Delta Woodside or until their successors have been duly elected
and qualified;

2. To vote on ratification of the appointment of KPMG Peat Marwick LLP as
independent auditors for Delta Woodside for fiscal year 1998;

3. To vote on approval of adoption of the Delta Woodside Long Term
Incentive Plan;

4. To vote on approval of the proposed amendment to the Delta Woodside
Incentive Stock Award Plan to increase to 1,100,000 the aggregate number of
shares issuable thereunder;

5. To vote on approval of the proposed amendment to the Delta Woodside
Incentive Stock Award Plan to delete the provision excluding from plan
participation beneficial owners of 5% or more of the Company's outstanding
common stock;

6. To vote on approval of the proposed amendment to the Delta Woodside
Stock Option Plan to increase to 800,000 the aggregate number of shares issuable
thereunder; and

7. To act on such other business as may properly come before the Annual
Meeting or any adjournment or adjournments thereof.

Delta Woodside has fixed the close of business on September 17, 1997 as the
record date for the determination of the shareholders of Delta Woodside entitled
to receive notice of and to vote at the Annual Meeting. Only shareholders of
record of Delta Woodside at the close of business on September 17, 1997 will be
entitled to vote at the Annual Meeting and any adjournment or adjournments
thereof.

Whether or not you expect to be present at the Annual Meeting, please
complete, date and sign the enclosed form of proxy and return it promptly in the
enclosed envelope, which requires no additional postage if mailed in the United
States.

By Order of the Board of Directors,

Jane H. Greer
SECRETARY
October 8, 1997

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DELTA WOODSIDE INDUSTRIES, INC.
233 N. Main Street, Hammond Square, Suite 200
Greenville, South Carolina 29601
Telephone (864) 232-8301

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

NOVEMBER 6, 1997

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Delta Woodside Industries, Inc., a South
Carolina corporation (the "Company"), to be voted at the Annual Meeting of
Shareholders (the "Annual Meeting") of the Company to be held at the Delta Mills
Marketing Company's Beattie Plant, 700 North Woods Drive, Fountain Inn, South
Carolina at 10:30 a.m. on Thursday, November 6, 1997. The approximate date of
mailing this Proxy Statement and the accompanying proxy is October 10, 1997.

Only shareholders of record at the close of business on September 17, 1997
are entitled to receive notice of and to vote at the Annual Meeting. As of such
date, there were outstanding 24,572,349 shares of common stock, $.01 par value
(the only voting securities), of the Company. Each share is entitled to one
vote.

Each shareholder described above will be sent this Proxy Statement, the
accompanying Notice of Annual Meeting and a proxy card. Any proxy given pursuant
to this solicitation may be revoked by the person giving it at any time before
it is voted. A proxy may be revoked by (i) delivery to the Secretary of the
Company, at or before the Annual Meeting, of a written notice of revocation
bearing a later date than the proxy, (ii) duly executing a subsequent proxy
relating to the same shares and delivering it to the Secretary of the Company at
or before the Annual Meeting or (iii) attending the Annual Meeting and giving
notice of revocation to the Secretary of the Company or in open meeting prior to
the proxy being voted (although attendance at the Annual Meeting will not in and
of itself constitute a revocation of a proxy). Any written notice revoking a
proxy should be sent to: Delta Woodside Industries, Inc., 233 North Main Street,
Hammond Square, Suite 200, Greenville, South Carolina 29601, Attention:
Secretary.

All shares represented by valid proxies received pursuant to the
solicitation and prior to voting at the meeting and not revoked before they are
exercised will be voted, and, if a choice is specified with respect to any
matter to be acted upon, the shares will be voted in accordance with such
specification. If no contrary instructions are indicated, all shares represented
by a proxy will be voted FOR election to the Board of Directors of the nominees
described herein, FOR ratification of the appointment of KPMG Peat Marwick LLP
as independent auditors for the Company for fiscal year 1998, FOR approval of
adoption of the Long Term Incentive Plan, FOR approval of each of the proposed
amendments to the Incentive Stock Award Plan, FOR approval of the proposed
amendment to the Stock Option Plan, and in the discretion of the proxy holders
as to all other matters that may properly come before the Annual Meeting.

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The presence, either in person or by proxy, of the holders of a majority of
the outstanding shares of common stock at September 17, 1997 is necessary to
constitute a quorum at the Annual Meeting. Directors will be elected by a
plurality of the votes cast at the Annual Meeting. The affirmative vote of more
shares present or represented at the Annual Meeting voting in favor than voting
against will be required to ratify the appointment of auditors. The affirmative
vote of the holders of a majority of shares present, or represented, and
entitled to vote at the Annual Meeting will be required to approve adoption of
the Long Term Incentive Plan, will be required to approve each of the amendments
to the Incentive Stock Award Plan and will be required to approve the amendment
to the Stock Option Plan. Abstentions and broker non-votes, which are separately
tabulated, are included in the determination of the number of shares present for
quorum purposes. Broker non-votes have no effect on the vote, but abstentions
have the same practical effect as a vote against, with respect to each of the
proposal to approve adoption of the Long Term Incentive Plan, each of the
proposals to amend the Incentive Stock Award Plan and the proposal to amend the
Stock Option Plan. Broker non-votes and abstentions have no effect on the votes
respecting the other matters to be voted upon at the meeting.

ELECTION OF DIRECTORS

The by-laws of the Company provide that the number of Directors to be
elected at any meeting of shareholders may be determined by the Board of
Directors. The Board has determined that seven Directors shall be elected at the
Annual Meeting. The shareholders' common stock may not be voted cumulatively in
the election of Directors.

The following seven persons are nominees for election as Directors at the
Annual Meeting to serve until the next annual meeting of shareholders of the
Company or until their successors are duly elected and qualified. Unless
authority to vote at the election of Directors is withheld, it is the intention
of the persons named in the enclosed form of proxy to nominate and vote for the
persons named below, all of whom are currently Directors of the Company. Except
as otherwise noted below, the business address of each nominee is Delta Woodside
Industries, Inc., 233 North Main Street, Hammond Square, Suite 200, Greenville,
South Carolina 29601. Each such person is a citizen of the United States. There
are no family relationships among the Directors and the executive officers of
the Company, except that Buck Mickel is the father of Buck A. Mickel.

Management of the Company believes that all of the nominees will be
available and able to serve as Directors, but in the event any nominee is not
available or able to serve, the shares represented by the proxies will be voted
for such substitute as shall be designated by the Board of Directors.
<TABLE>
<CAPTION>

NAME AND AGE PRINCIPAL OCCUPATION DIRECTOR SINCE (1)
<S> <C> <C>

C. C. Guy (64) Retired Businessman 1984
Shelby, North Carolina (2) (9) (10)

Dr. James F. Kane (65) Dean Emeritus of the College of 1986
Business Administration of the
University of South Carolina
Columbia, South Carolina (3) (9) (10)

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Dr. Max Lennon (57) President of Mars Hill College 1986
Mars Hill, North Carolina (4) (9) (10)

E. Erwin Maddrey, II (56) President and Chief Executive 1984
Officer of the Company (5)

Buck A. Mickel (41) Vice President of Micco Corporation, 1984
Greenville, South Carolina (6) (10)

Buck Mickel (71)Chairman of the Board and Chief 1987
Executive Officer of RSI Holdings, Inc.
Greenville, South Carolina (7) (10)

Bettis C. Rainsford (46) Executive Vice President, Chief 1984
Financial Officer and Treasurer
of the Company (8)
</TABLE>

(1) Includes service as a director of the Company's predecessor by merger,
Delta Woodside Industries, Inc., a Delaware corporation ("Old Delta Woodside"),
or any predecessor company to Old Delta Woodside.

(2) C. C. Guy served as Chairman of the Board of Old Delta Woodside or its
predecessors from the founding of Old Delta Woodside's predecessors in 1984
until November 1989. Since before the November 15, 1989 merger (the "RSI
Merger") of Old Delta Woodside into RSI Corporation, a South Carolina
corporation which changed its name to Delta Woodside Industries, Inc. and is now
the Company, he has been a director of RSI Holdings, Inc., and from before the
RSI Merger until January 1995 he also served as President of RSI Holdings, Inc.
RSI Holdings, Inc. until 1992 was engaged in the sale of outdoor power
equipment, until 1994 was engaged in the sale of turf care products and
currently is engaged in the consumer finance business. Prior to November 15,
1989, RSI Holdings, Inc. was a subsidiary of RSI Corporation. Mr. Guy served
from October 1979 until November 1989 as President, Treasurer and a director of
RSI Corporation. Prior to the RSI Merger, RSI Corporation owned approximately
40% of the outstanding shares of common stock of Old Delta Woodside and, among
other matters, was engaged in the office supply business, as well as the
businesses of selling outdoor power equipment and turf care products.

(3) Dr. James F. Kane is Dean Emeritus of the College of Business
Administration of the University of South Carolina, having retired in 1993 as
Dean, in which capacity he had served since 1967. He also serves as a director
of Glassmaster Company.

(4) Dr. Max Lennon was President of Clemson University from March 1986
until August 1994. He was President and Chief Executive Officer of Eastern
Foods, Inc., which was engaged in the business of manufacturing and distributing
food products, from August 1994 until March 1996. He commenced service in March
1996 as President of Mars Hills College. He also serves as a director of First
Union Corporation and Duke Power Company.

(5) E. Erwin Maddrey, II was President and Chief Executive Officer of Old
Delta Woodside or its predecessors from the founding of Old Delta Woodside's
predecessors in 1984 until the RSI Merger and he has served in such positions
with the Company since the RSI Merger. He also serves as a director of Kemet
Corporation.

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(6) Buck A. Mickel was a Vice President of Old Delta Woodside or its
predecessors from the founding of Old Delta Woodside's predecessors until
November 1989, Secretary of Old Delta Woodside from November 1986 to March 1987,
and Assistant Secretary of Old Delta Woodside from March 1987 to November 1988.
He has served as Vice President and a director of RSI Holdings, Inc. from before
the RSI Merger until January 1995 and as Vice President of RSI Holdings, Inc.
from September 1996 to the present and served as Vice President of RSI
Corporation from October 1983 until November 1989.

(7) Buck Mickel has served in various executive positions, including Vice
Chairman of the Board of Fluor Corporation, which was engaged in the
engineering, construction and minerals business, from which position he resigned
in March 1987; Chairman of the Board of Daniel International Corporation, a
construction company wholly-owned by Fluor Corporation, from which position he
resigned in March 1987; and Chairman of the Board and Chief Executive Officer of
RSI Corporation until November 1989. Since before the RSI Merger, Mr. Mickel has
been Chairman of the Board and Chief Executive Officer of RSI Holdings, Inc. Mr.
Mickel also serves as a director of Duke Power Company, Emergent Group, Inc.,
Fluor Corporation, Insignia Financial Group, Inc. and Liberty Corporation.

(8) Bettis C. Rainsford was Executive Vice President and Chief Financial
Officer of Old Delta Woodside or its predecessors from the founding of Old Delta
Woodside's predecessors in 1984 until the RSI Merger and has served in such
positions with the Company since the RSI Merger. Mr. Rainsford has served as
Treasurer of Old Delta Woodside or its predecessors or the Company from 1984 to
1986, from August 1988 to November 1988 and from November 1990 to the present.
He is also President of The Rainsford Development Corporation which is engaged
in general business development activities in Edgefield, South Carolina. Mr.
Rainsford serves as a director of Martin Color-Fi, Inc.

(9) Member of Audit Committee.

(10) Member of Compensation Committee.

The Company's Directors hold office until the next annual meeting of
shareholders or until their successors are duly elected and qualified.

The Board of Directors of the Company met physically or by telephone five
times during the fiscal year ended June 28, 1997. The Compensation Committee of
the Company met three times and the Audit Committee of the Company met two times
during the fiscal year. Each Director attended or participated in at least 75
percent of the meetings of the Board and of any committee of which he was a
member. The Board does not have a standing nominating committee.

The Audit Committee makes recommendations to the Board regarding the
selection of the Company's independent public accountants, reviews the
independence of such accountants, approves the scope of the annual audit,
approves the fee payable to the independent accountants and reviews the audit
results. The Compensation Committee reviews and submits to the Board of
Directors suggested executive officers' salaries and bonuses and grants awards
under the Company's Incentive Stock Award Plan and options under the Company's
Stock Option Plan.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

During fiscal year 1997, James F. Kane filed four days late a Form 4
respecting one acquisition of shares of the Company's common stock.

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STOCK OWNERSHIP OF PRINCIPAL SHAREHOLDERS
AND MANAGEMENT

The following table sets forth certain information as of September 17,
1997, regarding the beneficial ownership of the Company's common stock by (i)
persons beneficially owning in any case more than five percent of the common
stock, (ii) the directors, (iii) the executive officers, and (iv) all directors
and executive officers as a group. Unless otherwise noted in the notes to the
table, the Company believes that the persons named in the table have sole voting
and investment power with respect to all shares of common stock of the Company
shown as beneficially owned by them.

SHARES
BENEFICIALLY
BENEFICIAL OWNER OWNED PERCENTAGE
<S> <C> <C>

E. Erwin Maddrey, II (1) 3,238,880 13.2%
233 North Main Street
Hammond Square, Suite 200
Greenville, SC 29601

Bettis C. Rainsford (2) 3,181,007 13.0%
108-1/2 Courthouse Square
Post Office Box 388
Edgefield, SC 29824

Buck A. Mickel (3) (4) (16) 1,568,897 6.4%
Post Office Box 6721
Greenville, SC 29606

Micco Corporation (4) 1,240,634 5.1%
Post Office Box 795
Greenville, SC 29602

Buck Mickel and 1,563,521 6.4%
Minor H. Mickel(4) (5) (16)
415 Crescent Avenue
Greenville, SC 29605

Minor M. Shaw (4) (6) 1,520,255 6.2%
Post Office Box 795
Greenville, SC 29602

Charles C. Mickel (4) (7) 1,496,434 6.1%
Post Office Box 6721
Greenville, SC 29606

C. C. Guy (8) (16) 24,178 (15)
James F. Kane (9) (16) 10,169 (15)
Max Lennon (10) (16) 8,122 (15)
Jane H. Greer (11) 35,757 (15)

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Douglas J. Stevens (12) 23,247 (15)
Brenda L. Jones (13) 688 (15)
All directors and executive officers
as a group (10 Persons) (14) 8,959,395 36.6%

</TABLE>

(1) Mr. Maddrey is the President and Chief Executive Officer and a director
of the Company. The number of shares shown as beneficially owned by Mr. Maddrey
includes approximately 18,572 shares allocated to Mr. Maddrey's account in the
Company's Employee Stock Purchase Plan, 431,470 shares held by the E. Erwin and
Nancy B. Maddrey, II Foundation, a charitable trust, as to which shares Mr.
Maddrey holds sole voting and investment power but disclaims beneficial
ownership, and approximately 983 shares allocated to the account of Mr. Maddrey
per the latest report of the Company's Employee Retirement Plan for fiscal 1996.
The allocation to employees of the fiscal 1997 contribution to such plan has not
been completed. Mr. Maddrey is fully vested in the shares allocated to his
account in the Company's Employee Retirement Plan. Effective September 27, 1997,
the Company's Employee Retirement Plan was merged into the Company's Savings and
Investment Plan (the "401(k) Plan"). Each account balance from the Employee
Retirement Plan will be held in the 401(k) Plan's Stock Fund until January 1,
1998, when each employee may transfer his or her account balance into one of the
other investment funds, pursuant to the terms of the 401(k) Plan. Each
participant in the Employee Retirement Plan became fully vested in his account
balance at the time of the plan merger.

(2) Mr. Rainsford is the Executive Vice President, Treasurer and Chief
Financial Officer and a director of the Company. The number of shares shown as
beneficially owned by Mr. Rainsford includes 47,945 shares held by The Edgefield
County Foundation, a charitable trust, as to which shares Mr. Rainsford holds
sole voting and investment power but disclaims beneficial ownership, and
approximately 76 shares allocated to the account of Mr. Rainsford per the latest
report of the Company's Employee Retirement Plan for fiscal 1996. The allocation
to employees of the fiscal 1997 contribution to such plan has not been
completed. Mr. Rainsford became fully vested in the shares allocated to his
account in the Company's Employee Retirement Plan as of September 27, 1997, the
merger date of the Employee Retirement Plan into the 401(k) Plan.

(3) Buck A. Mickel is a director of the Company. The number of shares shown
as beneficially owned by Buck A. Mickel includes 328,263 shares directly owned
by him and all of the 1,240,634 shares owned by Micco Corporation. See Note (4).

(4) The shares of common stock of Micco Corporation are owned in equal
parts by Minor H. Mickel, the wife of Buck Mickel (a director of the Company),
Buck A. Mickel (a director of the Company), Minor M. Shaw and Charles C. Mickel.
Buck A. Mickel, Minor M. Shaw and Charles C. Mickel are the children of Buck and
Minor H. Mickel. Minor H. Mickel, Buck A. Mickel, Minor M. Shaw and Charles C.
Mickel are officers and directors of Micco Corporation. Each of Minor H. Mickel,
Buck A. Mickel, Minor M. Shaw and Charles C. Mickel disclaims beneficial
ownership of three quarters of the shares of the Company's common stock owned by
Micco Corporation. Minor H. Mickel and Buck A. Mickel directly own 116,854
shares and 328,263 shares, respectively, of the Company's common stock. Charles
C. Mickel, directly or as custodian for his son, owns 255,700 shares of the
Company's common stock. Minor M. Shaw, directly or as custodian for her
children, owns 264,978 shares of the Company's common stock. In addition, Buck
Mickel directly owns 206,033 shares of the Company's common stock, as to which
shares Minor H. Mickel may also be deemed a beneficial owner. Minor H. Mickel
disclaims beneficial ownership with respect to these shares. Buck Mickel
disclaims beneficial ownership of the

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shares directly owned by Minor H. Mickel and the shares owned by Micco
Corporation. Minor M. Shaw's husband, through an individual retirement account
and as custodian for her children, beneficially owns approximately 14,643 shares
of the Company's common stock, as to which shares Minor M. Shaw may also be
deemed a beneficial owner. Minor M. Shaw disclaims beneficial ownership with
respect to these shares and with respect to the 2,748 shares of the Company's
common stock held by her as custodian for her children. The spouse of Charles C.
Mickel owns 100 shares of the Company's common stock, as to which shares Charles
C. Mickel may also be deemed a beneficial owner. Charles C. Mickel disclaims
beneficial ownership with respect to these shares and with respect to the 3,000
shares of the Company's common stock held by him as custodian for his son. Micco
Corporation owns 1,240,634 shares of the Company's common stock.

(5) Buck Mickel is a director of the Company. The number of shares shown as
beneficially owned by Buck Mickel and Minor H. Mickel includes 206,033 shares
directly owned by Buck Mickel, 116,854 shares directly owned by Minor H. Mickel
and all of the 1,240,634 shares owned by Micco Corporation. See Note (4).

(6) The number of shares shown as beneficially owned by Minor M. Shaw
includes 264,978 shares owned by her directly or as custodian for her children,
approximately 14,643 shares beneficially owned by her husband through an
individual retirement account or as custodian for her children, and all of the
1,240,634 shares owned by Micco Corporation. See Note (4).

(7) The number of shares shown as beneficially owned by Charles C. Mickel
includes 255,700 shares owned by him directly or as custodian for his son, 100
shares owned by his wife and all of the 1,240,634 shares owned by Micco
Corporation. See Note (4).

(8) C. C. Guy is a director of the Company. The number of shares shown as
beneficially owned by C. C. Guy includes 18,968 shares owned by his wife, as to
which shares Mr. Guy disclaims beneficial ownership.

(9) Dr. Kane is a director of the Company. The shares shown as beneficially
owned by him are held in a Keogh account or an IRA account.

(10) Dr. Lennon is a director of the Company.

(11) Ms. Greer is Vice President and Secretary of the Company. The number
of shares shown as beneficially owned by Ms. Greer includes approximately 1,124
shares allocated to her account per the latest report of the Company's Employee
Retirement Plan for fiscal 1996. The allocation to employees of the fiscal 1997
contribution to such plan has not been completed. Ms. Greer is fully vested in
the shares allocated to her account in the Company's Employee Retirement Plan.
Also included are 5,625 unissued shares which can be acquired by the exercise of
options exercisable within 60 days of September 17, 1997, but excluded from the
table are 28,875 unissued shares covered by options which are not exercisable
within 60 days after September 17, 1997.

(12) Mr. Stevens is Controller and Assistant Secretary of the Company. The
number of shares shown as beneficially owned by Mr. Stevens includes
approximately 247 shares allocated to his account per the latest report of the
Company's Employee Retirement Plan for fiscal 1996. The allocation to employees
of the fiscal 1997 contribution to such plan has not been completed. Mr. Stevens
is fully vested in the shares allocated to his account in the Company's Employee
Retirement Plan. Also included are 12,875 unissued shares which can be acquired
by the exercise of options exercisable within 60 days of September 17, 1997,

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but excluded are 21,625 unissued shares covered by options which are not
exercisable within 60 days after September 17, 1997.

(13) Ms. Jones is Assistant Secretary of the Company. The number of shares
shown as beneficially owned by Ms. Jones includes approximately 163 shares
allocated to her account per the latest report of the Company's Employee
Retirement Plan for fiscal 1996. The allocation to employees of the fiscal 1997
contribution to such plan has not been completed. Ms. Jones is fully vested in
the shares allocated to her account in the Company's Employee Retirement Plan.
Also included are 125 unissued shares which can be acquired by the exercise of
options exercisable within 60 days of September 17, 1997. Excluded from the
table are 2,675 unissued shares covered by options which are not exercisable
within 60 days after September 17, 1997.

(14) Includes all shares deemed to be beneficially owned by any director or
executive officer. Includes 548,156 shares of the Company's common stock held on
the September 17, 1997 record date for the Annual Meeting by the Company's
Employee Retirement Plan, which on September 27, 1997 became part of the 401(k)
Plan. Each participant in the Employee Retirement Plan has the right to direct
the manner in which the trustee of the Plan votes the shares held by the
Employee Retirement Plan that are allocated to such participant's account.
Except for shares as to which such a direction is made, the shares held by the
Employee Retirement Plan will not be voted. The number of shares shown in the
table includes an aggregate of 18,625 non-issued shares subject to employee
stock options held by executive officers which are exercisable within 60 days or
less, but excludes 53,175 non-issued shares subject to employee stock options
held by executive officers which are not exercisable within 60 days.

(15) Less than one percent.

(16) The number of shares shown in the table excludes the shares with
approximate value of $10,000 per person to be acquired in October 1997, as
described in "Management Compensation-Director Compensation."

EXECUTIVE OFFICERS

The following provides certain information regarding the executive officers
of the Company.

NAME AND AGE POSITION

E. Erwin Maddrey, II (56) President and Chief Executive Officer (1)

Bettis C. Rainsford (46) Executive Vice President, Chief Financial
Officer and Treasurer (1)

Jane H. Greer (59) Vice President and Secretary (2)

Douglas J. Stevens (64) Controller and Assistant Secretary (3)

Brenda L. Jones (52) Assistant Secretary (4)

(1) See information under "Election of Directors."

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(2) Jane H. Greer became associated with Old Delta Woodside's predecessors
in July 1986, and was elected a Vice President of Old Delta Woodside in November
1986, in charge of human resources and other related areas, Assistant Secretary
of Old Delta Woodside in November 1987 and Secretary of Old Delta Woodside in
August 1988. She became Vice President and Secretary of the Company on November
15, 1989.

(3) Douglas J. Stevens was elected Controller and Assistant Secretary of
the Company effective August and September 1992. From February 1991 to August
1992, Mr. Stevens was Vice President of Finance and Administration for Duck Head
Apparel Company, a division of a subsidiary of the Company. From 1972 to 1986,
he was a Corporate Vice President of Riegel Textile Corporation (engaged in the
manufacture and sale of textiles). From 1987 to 1988, he was Chairman of Eagle
Mills, Inc. (a converter of textile fabrics). From January 1989 to February
1991, Mr. Stevens was Operations Director of Blue Ridge Care, Ltd. (engaged in
the manufacture and sale of disposable diapers) in England.

(4) Brenda L. Jones was elected Assistant Secretary of Old Delta Woodside
in November 1988. She became Assistant Secretary of the Company on November 15,
1989. Since July 1987, she has been Vice President and Chief Financial Officer
of The Rainsford Development Corporation, a corporation wholly owned by Bettis
C. Rainsford which is engaged in general business development activities.

The Company's executive officers are appointed by the Board of Directors
and serve at the pleasure of the Board.

MANAGEMENT COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth certain information respecting the
compensation earned by the Chief Executive Officer, the Chief Financial Officer,
and the other two executive officers who earned salary and bonus in fiscal 1997
in excess of $100,000 (the "Named Executives") during the fiscal years ended
June 28, 1997, June 29, 1996 and July 1, 1995.

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

Long-Term
Annual Compensation Compensation
Other Awards All
Annual Securities Other
Compen- Underlying Compen-
Name and Salary Bonus sation Options sation
Principal Position Year ($)(a) ($)(a)(b) ($)(c) (#)(d) ($)
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

E.Erwin Maddrey,II, 1997 500,000 0 0 0 36,905 (h)(l)(m)
President & Chief 1996 500,000 0 0 0 47,571 (h)(l)(m)
Executive Officer 1995 492,311 0 0 0 34,678 (h)(l)(m)

Bettis C. Rainsford, 1997 450,000 (e) 0 0 0 15,621 (i)(l)(m)
Executive VP, CFO, 1996 450,000 (e) 0 0 0 15,074 (i)(l)(m)
& Treasurer 1995 442,308 (e) 0 0 0 14,450 (i)(l)

Jane H. Greer, 1997 144,308 63,000 11,080 15,000 (f) 1,313 (j)(m)
Vice President 1996 138,769 18,000 7,567 22,500 (f) 878 (j)(m)
& Secretary 1995 131,077 22,000 12,587 0 864 (j)(m)

9
<PAGE>

Douglas J. Stevens, 1997 134,000 63,000 11,080 19,000 (g) 1,008 (k)(m)
Controller & 1996 126,923 18,000 6,229 7,500 (g) 1,723 (k)(m)
Asst. Secretary 1995 106,539 20,000 9,350 0 837 (k)(m)

</TABLE>

(a) The amounts shown in the column include sums the receipt of which has
been deferred pursuant to the 401(k) Plan or the Company's deferred compensation
plan.

(b) Amounts in this column are cash bonuses paid to reward performance as
described in the Compensation Committee's Report below.

(c) The amounts in this column were paid by the Company in connection with
the vesting of awards under the Company's Incentive Stock Award Plan and were in
each case approximately sufficient, after the payment of all applicable income
taxes, to pay the participant's federal and state income taxes attributable to
the vesting of the award.

(d) For purposes of this table, awards under the Company's Incentive Stock
Award Plan are treated as options.

(e) Of this amount $150,000 was paid to The Rainsford Development
Corporation, a company wholly owned by Mr. Rainsford.

(f) During fiscal 1997, Ms. Greer was granted an award covering 15,000
shares under the Company's Incentive Stock Award Plan. During fiscal 1996, Ms.
Greer was granted an option covering 22,500 shares under the Company's Stock
Option Plan.

(g) During fiscal 1997, Mr. Stevens was granted an award covering 15,000
shares under the Company's Incentive Stock Award Plan and was granted an option
covering 4,000 shares under the Company's Stock Option Plan. During fiscal 1996,
Mr. Stevens was granted an option covering 7,500 shares under the Company's
Stock Option Plan.

(h) The fiscal 1997 amount represents $33,825 premium paid by the Company
for $10 million of life insurance on the life of Mr. Maddrey, $548 allocated to
Mr. Maddrey's account under the Company's Employee Retirement Plan (the
"Retirement Plan"), and $2,532 contributed by the Company to the Company's
deferred compensation plan as payment for the amount of Company contributions to
the Retirement Plan for fiscal years 1995 and 1996 that were not made for Mr.
Maddrey because of Internal Revenue Code contribution limitations. The fiscal
1996 amount represents $33,825 premium paid for such life insurance, $549
allocated to Mr. Maddrey's account under the Retirement Plan, $32 received for a
safety award, and $13,165 contributed by the Company to the Company's deferred
compensation plan as payment for the amount of Company contributions to the
Retirement Plan for fiscal years 1992 through 1994 that were not made for Mr.
Maddrey because of Internal Revenue Code contribution limitations. The fiscal
1995 amount represents $33,750 premium paid for such life insurance and $928
allocated to Mr. Maddrey's account under the Retirement Plan.

(i) The fiscal 1997 amount represents $14,525 premium paid by the Company
for $10 million of life insurance on the life of Mr. Rainsford, $548 allocated
to Mr. Rainsford's account under the Retirement Plan and $548 contributed by the
Company to the Company's deferred compensation plan as payment for the amount of
Company contributions to the Retirement Plan for fiscal years 1995 and 1996 that
were not made for Mr. Rainsford because of Internal Revenue Code contribution
limitations. The fiscal 1996 amount represents $14,525 premium paid by the
Company for such life insurance and $549 allocated

10
<PAGE>

to Mr. Rainsford's account under the Retirement Plan. The fiscal 1995
amount represents premiums paid for such life insurance. Fiscal 1995 was the
first year in which Mr. Rainsford participated in the Retirement Plan.

(j) Of the fiscal 1997 amount, $548 was allocated to Ms. Greer's account
under the Retirement Plan, $46 was contributed by the Company to the Company's
deferred compensation plan as payment for the amount of Company contributions to
the Retirement Plan for fiscal years 1995 and 1996 that were not made for Ms.
Greer because of Internal Revenue Code contribution limitations and $719 was
contributed by the Company to the 401(k) Plan for Ms. Greer with respect to her
compensation deferred under the 401(k) Plan. Of the fiscal 1996 amount, $537 was
allocated to Ms. Greer's account under the Retirement Plan, $309 was contributed
by the Company to the Company's deferred compensation plan to equal the amount
the Company would have contributed to the 401(k) Plan for Ms. Greer with respect
to her compensation deferred under the deferred compensation plan, and $32 was
received for a safety award. Of the fiscal 1995 amount, $590 was allocated to
Ms. Greer's account under the Retirement Plan, and $274 was contributed by the
Company to the Company's deferred compensation plan to equal the amount the
Company would have contributed to the 401(k) Plan for Ms. Greer with respect to
her compensation deferred under the deferred compensation plan.

(k) Of the fiscal 1997 amount, $445 was allocated to Mr. Stevens' account
under the Retirement Plan, $168 was contributed by the Company to the Company's
deferred compensation plan as payment for the amount of Company contributions to
the Retirement Plan for fiscal years 1995 and 1996 that were not made for Mr.
Stevens because of Internal Revenue Code contribution limitations and $395 was
contributed by the Company to the Company's deferred compensation plan to equal
the amount the Company would have contributed to the 401(k) Plan for Mr. Stevens
with respect to his compensation deferred under the deferred compensation plan.
Of the fiscal 1996 amount, $357 was allocated to Mr. Stevens' account under the
Retirement Plan, and $762 and $604 were contributed by the Company to the
Company's deferred compensation plan to equal the amount the Company would have
contributed to the 401(k) Plan and Retirement Plan, respectively, for Mr.
Stevens with respect to his compensation deferred under the deferred
compensation plan. Of the fiscal 1995 amount, $352 was allocated to Mr. Stevens'
account under the Retirement Plan, $324 was contributed by the Company to the
Company's deferred compensation plan to equal the amount the Company would have
contributed to the 401(k) Plan for Mr. Stevens with respect to his compensation
deferred under the deferred compensation plan, and $161 was earned on Mr.
Stevens' deferred compensation at a rate in excess of 120% of the Federal
mid-term rate.

(l) The Company pays the premiums due for life insurance policies that
total $10 million on each of the life of Mr. Maddrey and the life of Mr.
Rainsford. The proceeds of these policies are payable to the beneficiary or
beneficiaries chosen by Mr. Maddrey or Mr. Rainsford, as the case may be. These
life insurance policies were established in connection with the First Refusal
Agreements described in this Proxy Statement under the heading "Related Party
Transactions."

(m) The Retirement Plan allocation shown for a fiscal year was allocated to
the participant's account during that fiscal year, although the amount of the
allocation may have been determined in whole or in part on the basis of the
participant's compensation during the prior fiscal year. A participant could
withdraw amounts or shares from the Retirement Plan only upon retirement, death,
disability or other termination of employment. Amounts allocated to a
participant's account under the Retirement Plan generally did not vest until
expiration of a five-year service period at which time the amounts became fully
vested. Immediate vesting would occur upon a participant's

11
<PAGE>

reaching normal retirement age, death or disability. As of the end of
fiscal year 1997, Mr. Maddrey, Ms. Greer and Mr. Stevens were vested in the
amounts allocated to their accounts, but Mr. Rainsford was not vested in the
amount allocated to his account, under the Retirement Plan.

The amounts shown in the table above do not include reimbursement by the
Company or its subsidiaries for certain automobile expenses, club memberships
and other items. The non-business personal benefit to any Named Executive of
these amounts does not exceed 10% of the Named Executive's total salary and
bonus.

OPTION GRANTS IN THE LAST FISCAL YEAR

The following table provides certain information respecting the grant to
any Named Executive during fiscal 1997 of awards under the Company's Incentive
Stock Award Plan or options under the Company's Stock Option Plan. For purposes
of this table, awards under the Company's Incentive Stock Award Plan are treated
as options.

OPTION GRANTS IN LAST FISCAL YEAR

Potential Realizable
Individual Grants Value at Assumed
Number of Annual Rates
Securities % of Total Market of Stock Price
Underlying Options Exercise Price on Appreciation
Options Granted To or Base Date of for Option Term (c)
Granted Employees in Price Grant Expiration 0% 5% 10%
Name (#) Fiscal Year ($/Sh) ($/Sh) Date ($) ($) ($)
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

Jane H.
Greer 15,000 (a) 19.32 0.01 5.25 9/30/99 (a) 78,600 91,013 104,666

Douglas J.
Stevens 15,000 (a) 19.32 0.01 5.25 9/30/99 (a) 78,600 91,013 104,666
4,000 (b) 12.25 3.25 6.50 12/02/01 (b) 13,000 20,183 28,873

</TABLE>

(a) These represent shares covered by an award granted during fiscal 1997
under the Company's Incentive Stock Award Plan, pursuant to which a participant
can acquire shares of the Company's common stock for $0.01 cash per share upon
the vesting of the award respecting such shares. Each grant of an award under
the plan sets forth the circumstances under which all or part of the award will
vest. These circumstances may include (i) the participant being an employee of
the Company or any subsidiary on one or more specified dates and (ii) such
additional circumstances (which may include, in the case of certain shares
covered by an award, the Company or a division of the Company having met certain
performance criteria) as may be set forth in the award. The vesting
circumstances may vary among the shares covered by an award. The part, if any,
of an award that does not vest is forfeited. In connection with the vesting of
any award, the Company pays the participant cash in an amount approximately
sufficient, after the payment of all applicable income taxes, to pay the
participant's federal and state income taxes attributable to the vesting of the
award. The expiration date set forth in the table is the last award vesting date
for any portion of the award, because in certain circumstances all or part of
the award, if not vested, would have been forfeited by or on that date. As to
any vested portion, the award does not technically have any expiration date.

12
<PAGE>

On June 28, 1997, a portion of the awards covering 3,000 shares each to Ms.
Greer and Mr. Stevens vested by reason of each participant being in the
Company's employ at that date. Each award provides that a portion of the award
covering 3,000 shares will vest on each of June 27, 1998 and July 3, 1999,
providing that the participant is an employee of the Company on the relevant
date. The portion of each award covering the remaining 6,000 shares will vest on
September 30, 1999, providing that the participant is an employee of the Company
on that date and the Company has achieved a specified level of cumulative
operating earnings through July 3, 1999. A portion of these awards will vest if
the participant's employment terminates early by reason of death, retirement or
permanent disability.

(b) These represent shares covered by an option granted during fiscal 1997
under the Company's Stock Option Plan, pursuant to which a participant is
granted the right to acquire shares of the Company's Common Stock for an
exercise price per share which will be not less than one-half of the fair market
value on the date of the grant. Each option granted under the plan sets forth
the circumstances under which all or part of the option can be exercised. The
expiration date set forth in the table is the termination date for the option.

The option granted to Mr. Stevens will become exercisable with respect to
25% of the shares covered by the option on December 2, 1997, and with respect to
an additional 25% of the shares covered by the option on each anniversary of
December 2, 1997, provided that he is an employee of the Company on the relevant
dates. Additional terms and conditions are set forth in the option relating to
the exercise of options if Mr. Stevens' employment terminates early by reason of
death, retirement or permanent disability.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

The following table provides certain information respecting the exercise by
any Named Executive during fiscal 1997 of awards granted under the Company's
Incentive Stock Award Plan and options granted under the Company's Stock Option
Plan. For purposes of this table, awards under the Company's Incentive Stock
Award Plan are treated as options.

AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND FY-END OPTION VALUES
<TABLE>
<CAPTION>

Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options
Acquired Value Options at FY-End at FY-End
on Exercise Realized (#) ($) (a)
----------------------------------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

Jane H.
Greer 3,000 15,345 5,625 28,875 18,984 137,833

Douglas J.
Stevens 3,000 15,345 12,875 21,625 6,328 113,864

</TABLE>

(a) Based on the closing sales price of $6.75 per share on June 30, 1997.

13
<PAGE>

DIRECTOR COMPENSATION

The Company pays each director who is not an officer of the Company a fee
of $20,000 per year, plus provides approximately $10,000 annually for each such
director with which shares of the Company's common stock are purchased. These
shares may be newly issued or acquired in the open market for such purpose. Each
director is also reimbursed for his reasonable travel expenses in attending each
meeting. Commencing in October 1997, each non-officer director will be paid $500
($750 for the committee chair) for each committee meeting attended and $250 for
each telephonic committee meeting in which the director participates.

The Company has established the Directors' Charitable Giving Program
covering each director of the Company. Under the program, after the death of a
director, the Company will make an aggregate donation of $500,000, to be paid in
10 annual installments commencing no later than six months after the director's
death, to one or more charitable organizations selected by such director. With
respect to Max Lennon, E. Erwin Maddrey, II and Bettis C. Rainsford, the program
will be funded by life insurance policies owned and to be paid for by the
Company on the lives of such directors.

14
<PAGE>

NOTWITHSTANDING ANY STATEMENT IN ANY OF THE COMPANY'S PREVIOUS FILINGS
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED, INCORPORATING FUTURE FILINGS, INCLUDING THIS PROXY STATEMENT,
IN WHOLE OR IN PART, THE FOLLOWING PERFORMANCE GRAPH AND THE COMPENSATION
COMMITTEE REPORT BELOW SHALL NOT BE INCORPORATED BY REFERENCE INTO ANY SUCH
FILING.

PERFORMANCE GRAPH

Set forth below is a line graph comparing the yearly change in the
cumulative total stockholder return, assuming dividend reinvestment, on the
Company's common stock with the cumulative total return, assuming dividend
reinvestment, on the Standard & Poor's 500 Stock Index and a peer group,
constructed by the Company, consisting of nine corporations (not including the
Company) that are engaged in the manufacture and sale of textile products and
apparel.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG DELTA WOODSIDE INDUSTRIES, INC.,
S&P 500 STOCK INDEX & PEER GROUP

Cumulative Total Return
6/92 6/93 6/94 6/95 6/96 6/97
Delta Woodside Inds Inc New DLW 100 70 75 50 35 47
PEER GROUP PPEER1 100 99 100 98 100 114
S&P 500 I500 100 114 115 145 183 247

THIS PERFORMANCE GRAPH ASSUMES THAT $100 WAS INVESTED IN THE COMMON STOCK OF
DELTA WOODSIDE INDUSTRIES, INC. AND COMPARISON GROUPS ON JUNE 30, 1992 AND THAT
ALL DIVIDENDS HAVE BEEN REINVESTED.

THE PEER GROUP IS COMPOSED OF THE FOLLOWING COMPANIES:
FARAH, INC. HAGGAR CORP. SPRINGS INDUSTRIES, INC.
GALEY & LORD, INC. RUSSELL CORP. TEXFI INDUSTRIES, INC.
GUILFORD MILLS, INC. SALANT CORP. TULTEX CORP.

15
<PAGE>

REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS

This report of the Compensation Committee (the "Committee") of the Board of
Directors of the Company sets forth the Committee's policies with regard to
compensation of the executive officers of the Company, including the
relationship of corporate performance to executive compensation.

EXECUTIVE COMPENSATION POLICIES

Decisions regarding certain aspects of the compensation of the Company's
executive officers are made by the five member Compensation Committee of the
Board, each of whom is a non-employee director. The Committee believes that its
compensation practices are designed to attract, retain, and motivate key Company
executives to achieve short-, medium-, and long-term goals which the Committee
believes will enhance the value of the shareholders' investment in the Company.
These objectives are implemented through:

A. Cash bonuses to reward the achievement of specific performance goals,

B. Grants of stock awards under the Incentive Stock Award Plan,

C. Grants of stock options under the Stock Option Plan, and

D. Payment of base salaries at levels that are competitive with those paid
by the peer group of companies shown on the Performance Graph above.
The peer group companies are certain textile and apparel companies
currently listed on the New York Stock Exchange.

Commencing in fiscal year 1998, awards will be granted to the top executive
officers under the Long Term Incentive Plan described below, if adoption of that
plan is approved at the Annual Meeting.

COMPENSATION OF EXECUTIVE OFFICERS OTHER THAN CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER

The Company's executive officers other than the Chief Executive Officer and
the Chief Financial Officer (the "Other Officers") received compensation for
fiscal 1997 that included both fixed and performance-based components. The Other
Officers' compensation consisted of the following elements: base salary, cash
bonuses, the vesting of awards under the Incentive Stock Award Plan, and the
granting or vesting of options under the Stock Option Plan.

Cash bonuses to the Other Officers are made based on a percentage of the
total cash bonuses earned by the Company's operating divisions. The operating
division cash bonuses are based on operating earnings in excess of specified
returns on capital employed and other performance criteria. For fiscal 1997, the
total cash bonuses awarded to the two Other Officers named in the Summary
Compensation Table above amount to 45% of their total salaries.

Each Other Officer participates in the Incentive Stock Award Plan which was
approved by the shareholders of the Company in November 1990 and amended by
approval of the shareholders in November 1995. Two additional amendments to that
plan are proposed for approval at the Annual Meeting. Awards made under this
plan to the Other Officers have

16
<PAGE>

been structured so that sixty percent of each individual's award will vest
by remaining in service with the Company through predetermined anniversary dates
and up to forty percent of each individual's award will vest if the Company
meets specified performance targets respecting cumulative operating profits.
While the number of shares covered by any award to an Other Officer is not
determined by specific, non-subjective criteria, the determination of such
number takes into account the level and responsibility of the executive's
position, the executive's performance, the executive's compensation, the
assessed potential of the executive, and any other factors that are deemed
relevant to the accomplishment of the purposes of the plan. The Committee
believes that this plan is an important tool to the achievement of medium-term
goals.

Each Other Officer also participates in the Stock Option Plan which was
approved by the shareholders of the Company in November 1990 and amended by
approval of the shareholders in November 1995. An amendment to this plan is
proposed for approval at the Annual Meeting. The purpose of this plan is to
promote the growth and profitability of the Company over a longer term by
enabling the Company to attract and retain key and middle level managers of
outstanding competence and by increasing the personal participation of its
executives in the Company's performance by providing these executives with an
additional equity ownership opportunity in the Company. In making option grants
to the Other Officers, no specific, non-subjective criteria are used, but the
factors taken into account include the level and responsibility of the
executive's position, the executive's performance, the executive's compensation,
the assessed potential of the executive, and any other factors that are deemed
relevant to the accomplishment of the purposes of the plan. Each option granted
under the plan to an Other Officer has provided that the option becomes
exercisable in stages over a period of four years.

In addition, if the shareholders approve adoption of the proposed Long Term
Incentive Plan, awards may be granted under that plan to some of the Other
Officers commencing in fiscal year 1998. Under this plan, the number of shares
covered by options granted under the plan will be determined by one or more
performance criteria over periods of at least three years duration, and the
options will become exercisable over time. The Committee believes that the Long
Term Incentive Plan should be effective in rewarding the achievement of
long-term goals.

COMPENSATION PAID TO THE CHIEF EXECUTIVE OFFICER AND THE CHIEF FINANCIAL OFFICER

The compensation of each of the Chief Executive Officer and the Chief
Financial Officer has historically included both fixed and performance-based
(cash bonus) components. For fiscal 1997 the compensation of such officers
consisted of base salary only. No cash bonuses were paid to either of these
officers for fiscal 1997.

In determining cash bonuses for the Chief Executive Officer and the Chief
Financial Officer, the Committee considers the performance of the Company
against that of the textile and apparel industries and the total compensation of
the CEO and the CFO as compared to their respective peer groups in the textile
and apparel industries. As a guideline, the Committee takes into account the
difference between the latest fiscal year's profits before interest and taxes
and those of fiscal year 1991. In the Committee's judgment, these factors did
not support the award of a cash bonus for fiscal 1997 to the Chief Executive
Officer or the Chief Financial Officer.

Neither the Chief Executive Officer nor the Chief Financial Officer is
eligible, under the terms of the relevant plan, to receive an award under the
Incentive Stock Award Plan or an option under the Stock Option Plan. However,
since these two executives each owns approximately 13% of the Company's shares
currently outstanding, the Committee believes

17
<PAGE>

that they are highly motivated to increase shareholder value on a long term
basis. Moreover, at the Annual Meeting the shareholders will be asked to approve
an amendment to the Incentive Stock Award Plan that will permit the Chief
Executive Officer and the Chief Financial Officer to participate in that plan.

In setting base salary levels for the Chief Executive Officer and the Chief
Financial Officer, the Committee considers the possible bonus awards and
attempts to set base salary levels so that total compensation, including
bonuses, will be near to that of the median of Chief Executive Officers and
Chief Financial Officers of the peer group of companies.

The Committee has decided, effective in fiscal year 1998, to increase the
proportions of the Chief Executive Officer's and the Chief Financial Officer's
respective compensations that are affected by performance criteria. To achieve
this objective, beginning in fiscal year 1998 the Chief Executive Officer and
the Chief Financial Officer will participate in a performance-based cash bonus
plan and the Committee has recommended for approval by the Company's
shareholders adoption of the Long Term Incentive Plan described below and an
amendment to the Incentive Stock Award Plan that would permit participation in
that plan by the Chief Executive Officer and the Chief Financial Officer.

For the reasons set forth below under the headings "Proposed Long Term
Incentive Plan", "Proposed Amendments to Incentive Stock Award Plan" and
"Proposed Amendment to Stock Option Plan", compensation under the proposed Long
Term Incentive Plan is expected to be deductible by the Company as
performance-based compensation under Section 162(m) of the Internal Revenue Code
(which provides certain limits on the deductibility of compensation paid by the
Company to certain of its executive officers) and compensation under the
Incentive Stock Award Plan and the Stock Option Plan is expected not to lose its
deductibility by reason of Section 162(m) notwithstanding that such compensation
is not performance-based for purposes of such code provision.

COMPENSATION COMMITTEE
Buck Mickel, Chair Dr. Max Lennon
C.C. Guy Buck A. Mickel
Dr. James F. Kane

COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION

The following directors served on the Compensation Committee of the
Company's Board of Directors during fiscal 1997: Buck Mickel, as Chair, C.C.
Guy, Dr. James F. Kane, Dr. Max Lennon and Buck A. Mickel.

C.C. Guy served as Chairman of the Board of Old Delta Woodside or its
predecessors from the founding of Old Delta Woodside's predecessors in 1984
until November 1989. Buck A. Mickel was a Vice President of Old Delta Woodside
or its predecessors from the founding of Old Delta Woodside's predecessors until
November 1989, Secretary of Old Delta Woodside from November 1986 to March 1987,
and Assistant Secretary of Old Delta Woodside from March 1987 to November 1988.

18
<PAGE>

PROPOSED LONG TERM INCENTIVE PLAN

The Board of Directors and the Compensation Committee recommend that the
shareholders approve adoption by the Company of the Delta Woodside Industries,
Inc. Long Term Incentive Plan (the "Long Term Plan"). The Board and the
Compensation Committee recommend approval of the proposed Long Term Plan because
they believe that it will more closely align the compensation of the Company's
key executives and non-employee directors with the interests of the Company's
shareholders.

Under the Long Term Plan, the Long Term Plan Committee (as defined below)
will have the discretion to grant awards that, after a performance period of at
least three years, translate into options for the Company's common stock. The
plan provides that an aggregate maximum of 1,000,000 shares of the Company's
common stock could be issued pursuant to options granted under the plan.

The objective of the Long Term Plan is to reward the key executives of the
Company (including its subsidiaries) and the non-employee directors of the
Company for increasing shareholder value through the growth of the Company's
stock price, profitability and/or return on capital employed. The plan is
intended to reward the achievement of projected and better than projected stock
price increases and/or financial results. It is also intended to assist in the
attraction and retention of key executives and to provide them with a
significant retirement vehicle.

The Long Term Plan will be administered by a special committee (the "Long
Term Plan Committee") of the Board of Directors that includes those members of
the Company's Compensation Committee who are "outside directors" (as that term
is defined for purposes of Section 162(m) of the Internal Revenue Code or any
successor provision ("Section 162(m)")). The Long Term Plan Committee will
establish and administer the awards and the performance measurement goals to be
used in connection with awards, and will certify the degree to which, if at all,
such measurement goals are attained. The Long Term Plan Committee will also have
the authority to interpret the plan, and to establish, revise or rescind rules
and regulations relating to the plan. Near the beginning of each fiscal year
(or, in the case of fiscal year 1998, the commencement of the plan), the
Company's Chief Executive Officer will present for Long Term Plan Committee
consideration a recommendation for that fiscal year as to (a) plan participants,
(b) the performance period or periods to be used for awards, (c) the performance
measurement goals for each performance period to be used for awards under the
plan and (d) awards to be made under the plan.

Participation in the Long Term Plan will be limited to the key executives
of the Company (including its subsidiaries) (whether or not executive officers
of the Company or any of its subsidiaries) who, in the opinion of the Long Term
Plan Committee, have the greatest impact on the Company's long-term performance
and are selected by the Long Term Plan Committee and those non-employee
directors of the Company who are selected by the Long Term Plan Committee. The
initial participants are expected to be the senior executive officers of the
Company, the Company's division managers and the Company's non-employee
directors, a total of approximately 15 individuals.

Each award granted under the Long Term Plan will have an associated
performance period of at least three years. Each award will set forth potential
bonus values, which will be expressed as varying percentages of the
participant's base salary (in the case of a key

19
<PAGE>

executive) or director fees (in the case of a non-employee director) in
effect as of the beginning of the fiscal year of the award grant. The actual
bonus value earned will depend on the achievement of goals over the performance
period, and (where applicable) in accordance with the measurement weighting,
selected by the Long Term Plan Committee. After the initial grant of awards in a
fiscal year, the Long Term Plan Committee may during that fiscal year grant
additional awards to one or more other employees or other non-employee
directors, with such provisions as the Long Term Plan Committee deems
appropriate.

The Company's results over the applicable performance period will be
compared to the measurement goals established for the participants. Where
applicable, as between individuals the weighting of measurements may vary due to
the Long Term Plan Committee's opinion as to the respective individuals'
specific impact on the measurements. The measurements (the "Performance
Criteria") will include (a) average annual stock price performance as compared
to the peer group of publicly traded companies used for purposes of the most
recent performance graph contained in a proxy statement of the Company, (b)
average annual increase in net income per share and (c) average annual increase
in return on capital employed, except that the Performance Criterion described
in clause (a) shall be the only Performance Criterion applicable to the plan
participants who are the senior executive officers (including the Section 162(m)
Covered Employees (as defined below)) or non-employee directors of the Company.

With respect to key executive participants, participants who terminate
employment with the Company (including its subsidiaries) prior to the end of the
applicable performance period for an award due to death, permanent and total
disability or (in the case of any employee whose age is at least 62 at the time
of award grant) retirement will receive the bonus value of their award according
to the normal terms of the award (or, in the case of an employee who is not a
Section 162(m) Covered Employee (as defined below), sooner if the Long Term Plan
Committee so determines).

With respect to key executive participants, any other employment
termination (whether voluntary or involuntary) prior to the end of the
applicable performance period will result in forfeiture of the applicable
awards. The Long Term Plan Committee may, however, in its discretion, in the
case of an employee who is not a Section 162(m) Covered Employee, allow the
bonus value of such awards to be received according to the normal terms of the
award or sooner.

With respect to non-employee director participants, participants whose
service as director terminates prior to the end of the applicable performance
period for an award due to death, permanent and total disability or (in the case
of any non-employee director whose age is at least 62 at the time of award
grant) retirement will receive the bonus value of their award according to the
normal terms of the award (or sooner if the Long Term Committee so determines).

With respect to non-employee director participants, any other termination
of service as a director (whether voluntary or involuntary) prior to the end of
the applicable performance period will result in forfeiture of the applicable
awards. The Long Term Plan Committee may, however, in its discretion allow the
bonus value of such awards to be received according to the normal terms of the
award or sooner.

At the end of the applicable performance period, results with respect to
the Performance Criteria will be calculated. The outcome of the applicable
Performance Criterion or Criteria will be multiplied by a specified percentage
of the participant's salary (in the case of a key executive participant) or
director's fee (in the case of a non-employee director

20
<PAGE>

participant) and by 0.62 to determine the Bonus Value Earned. The Company
will then grant stock options to the participant covering a number of shares of
the Company's common stock equal to the quotient of (a) the Bonus Value Earned,
divided by (b) 50% of the fair market value of the common stock at that time.
Fractional shares shall be rounded up to the next whole number. The exercise
price of each option so granted will be 50% of such market value. In no event
may the aggregate Bonus Value Earned by any participant in any fiscal year of
the Company exceed $350,000.

The stock to be offered under the Long Term Plan, upon exercise of options,
may be authorized but unissued shares, shares previously issued and thereafter
acquired by the Company, or any combination thereof. The maximum aggregate
number of shares of the Company's common stock that may be issued pursuant to
options granted under the plan is 1,000,000. The maximum number of shares of the
Company's common stock that may be covered by options granted under the plan in
any fiscal year of the Company to any single participant is 120,000. These
numbers of shares may be appropriately adjusted to reflect any change in the
capitalization of the Company resulting from a stock dividend, stock split, or
other adjustment contemplated by the anti-dilution provisions of the plan and
occurring after the adoption of this plan. If an option granted under the Long
Term Plan shall expire or terminate for any reason without having been fully
exercised, the unpurchased shares subject thereto shall again be available for
the purposes of the plan.

Options can be exercised for up to ten years from the date of option grant.
No option can be exercised until one year after option grant. An option then
becomes exercisable to the extent of 33-1/3% of the shares covered thereby per
year. With respect to any key executive participant, if, following the grant of
options under the plan, a participant's employment with the Company (including
its subsidiaries) terminates due to death, permanent and total disability or
retirement, then all previously unexercisable options shall become immediately
exercisable. With respect to any key executive participant, if the participant's
employment with the Company (including its subsidiaries) shall terminate for any
other reason, all options that have not yet become exercisable shall be
forfeited (unless, with respect to an employee who is not a Section 162(m)
Covered Employee, the Long Term Plan Committee determines otherwise). With
respect to any non-employee director participant, if, following the grant of
option(s) under this Plan, the participant's service as a director of the
Company terminates due to death, permanent and total disability or retirement,
then all previously unexercisable options shall become immediately exercisable.
With respect to any non-employee director, if the participant's service as a
director of the Company shall terminate for any other reason, all options that
have not yet become exercisable shall be forfeited (unless the Long Term Plan
Committee determines otherwise).

One of the objectives of the Long Term Plan is to give key executives and
non-employee directors a way to participate in the equity growth of the Company
without being forced by income taxation to sell the stock acquired upon exercise
of options granted under the plan. In connection with the exercise of an option
granted under the plan, the Company will pay the participant such cash bonus as
is estimated to provide the participant with sufficient cash to pay his or her
federal and state income taxes attributable to the option exercise and to such
cash bonus. For each participant who is a Section 162(m) Covered Employee, such
cash bonus shall be calculated using an assumed 38% income tax rate. Any such
cash payment would be taxable as income to the participant and generally
deductible by the Company.

Neither any award nor any option granted under the Long Term Plan is
transferable by the participant, except by will or the laws of descent and
distribution. If the participant desires to sell any stock acquired upon
exercise of an option granted under the plan, the

21
<PAGE>

Company will have the right of first refusal (exercisable with 5 business
days after notice) to acquire the stock at the closing market price on the date
of such notice. All certificates for stock acquired upon exercise of options
granted under the plan will bear a legend to this effect.

The Long Term Plan shall be effective on the date that it is approved by
the requisite vote of the Company's shareholders. Unless previously terminated
by the Board and the Long Term Plan Committee, the Long Term Plan shall
terminate ten years after its commencement, and no award shall be granted under
it thereafter, but such termination shall not affect any award theretofore
granted under the plan or any option theretofore granted (or subsequently
granted as a result of any award theretofore granted) under the plan. The Long
Term Plan may be amended in any respect from time to time or terminated by
approval of the Long Term Plan Committee and the Board of Directors of the
Company.

The recipient of an award will not pay the Company any amount at the time
of the receipt of the award or the time of the receipt of any option granted
under the Long Term Plan. The participant will generally not be taxed for
Federal income tax purposes upon the grant of either an award or an option under
the plan. Upon exercise of any option granted under the plan, the participant
should recognize ordinary income equal to the difference between the fair market
value of the shares of common stock acquired on the date of exercise and the
option exercise price. Generally, the Company receives a deduction for the
amount the participant reports as ordinary income arising from the exercise of
the option. Upon a subsequent sale or disposition of the stock, the holder would
be taxable on any excess of the selling price over the fair market value at the
date of exercise.

Each of E. Erwin Maddrey, II, Bettis C. Rainsford, Jane H. Greer and
Douglas J. Stevens, as a potential participant in the Long Term Plan, could be
deemed to have an interest in approval of the plan.

The proposed Long Term Plan is being submitted to the shareholders of the
Company for approval because of the requirements of the New York Stock Exchange
and in order for the plan to comply with the provisions of Section 162(m), which
imposes limits on the ability of a public company to claim income tax deductions
for compensation paid to certain highly compensated executives. Section 162(m)
generally denies a corporate income tax deduction for annual compensation in
excess of $1,000,000 paid to the chief executive officer and the four other most
highly compensated officers of a public company (who, in each proxy statement,
will be the Named Executives for such year) (the "Section 162(m) Covered
Employees"). Certain types of compensation, including performance-based
compensation, are generally excluded from this deduction limit. The Company
believes compensation payable pursuant to the Long Term Plan will be deductible
for Federal income tax purposes under most circumstances as performance-based
compensation. Under certain circumstances such as death, disability or
retirement, however, compensation not deductible by the Company pursuant to
Section 162(m) may be payable pursuant to the plan. By approving the Long Term
Plan, shareholders will be approving, among other things, the performance
measure or measures, the class of employees and the class of directors eligible
to participate in the plan and the limits on various compensation awards
contained therein. The affirmative vote of a majority of the shares present in
person or represented by proxy at the Annual Meeting and entitled to vote
thereon is required to approve the Long Term Plan pursuant to Section 162(m). If
the plan is not approved by the requisite shareholder vote, it shall not become
effective.

22
<PAGE>

Approval of the proposed Long Term Plan is not contingent on approval of
either of the proposed amendments described below to the Company's Incentive
Stock Award Plan or on approval of the proposed amendment described below to the
Company's Stock Option Plan.

As of October 3, 1997, the closing sales price of a share of the common
stock of the Company was $5.75.

PROPOSED AMENDMENTS TO INCENTIVE STOCK AWARD PLAN

The Board of Directors and the Compensation Committee recommend that the
shareholders approve adoption by the Company of two amendments to the Delta
Woodside Industries, Inc. Incentive Stock Award Plan (the "Incentive Plan", and
as proposed to be amended the "Amended Incentive Plan"). The first proposed
amendment increases the number of shares of the Company's common stock that may
be issued pursuant to awards granted under the plan from an aggregate of 800,000
to an aggregate of 1,100,000. The second proposed amendment deletes the
provision currently contained in the Incentive Plan that excludes from plan
participation individuals who beneficially own 5% or more of the Company's
outstanding common stock. The Board and the Compensation Committee recommend
approval of the proposed amendments because they believe that the Incentive
Plan, which was adopted in 1990, is an effective component of management
compensation, an expansion of the number of shares available under the plan is
necessary to continue operation of the plan for the remaining term of the plan
and the inclusion of E. Erwin Maddrey, II and Bettis C. Rainsford in the plan
will benefit the Company. Except as set forth above, the Incentive Plan would
remain unaltered in all material respects.

Under the Amended Incentive Plan, the Compensation Committee would have the
discretion to grant awards for up to an aggregate maximum of 1,100,000 shares of
the Company's common stock (including shares previously issued under the plan).
As of September 26, 1997, an aggregate of approximately 550,000 shares of the
Company's common stock had previously been issued or are covered by outstanding
awards under the plan (including an aggregate of 11,150 shares that have been
awarded to non-executive officer employees, for service or performance,
otherwise than pursuant to Incentive Stock Award Agreements, but which the
Company has treated as using the aggregate number of shares authorized to be
issued pursuant to the Incentive Plan (the "Special Share Awards")).

The purposes of the Amended Incentive Plan are to establish or increase the
equitable ownership in the Company by key and middle level management employees
of the Company or its subsidiaries and to provide incentives to key and middle
level management employees of the Company or its subsidiaries through the
prospect of such stock ownership.

The Amended Incentive Plan authorizes the Compensation Committee to grant
to officers or other key management employees or middle level management
employees of the Company or any of its subsidiaries rights to acquire shares of
the Company's common stock at $.01 cash per share under Incentive Stock Award
Agreements. Awards may be made to reward past performance or to induce
exceptional future performance. The Compensation Committee administers the
Incentive Plan and determines the officers or key or middle level management
employees to whom awards will be granted and the amount of any award. Directors
who are not also employees are not eligible to participate in the plan. As of
September 26, 1997, 159 employees of the Company or its subsidiaries were
participants in the plan

23
<PAGE>

A participant may receive an incentive stock award only upon execution of
an Incentive Stock Award Agreement with the Company. The Incentive Stock Award
Agreement sets forth the circumstances under which the award granted thereby (or
portion thereof) is forfeited. These circumstances may include (i) the
termination of employment of the participant with the Company or any subsidiary
thereof, for any reason other than death, retirement or permanent total
disability, prior to the date set forth in the Incentive Stock Award Agreement
when the award (or relevant portion thereof) vests, and (ii) such additional
circumstances (which could include, in the case of certain shares covered by an
award, the failure by the Company or a division of the Company to meet certain
performance criteria) as may be deemed appropriate by the Compensation
Committee. The forfeiture circumstances may vary among the shares covered by an
award. In the event an award (or portion thereof) is forfeited pursuant to the
terms of the applicable Incentive Stock Award Agreement, the participant shall
immediately have no further rights under such award (or portion thereof) or in
the shares covered thereby, and the shares may again become available for
purposes of the Amended Incentive Plan.

Each Incentive Stock Award Agreement sets forth the circumstances under
which the award granted thereby (or portion thereof) shall vest. These
circumstances may include (i) the participant being an employee with the Company
or any subsidiary on the date set forth in the Incentive Stock Award Agreement
and (ii) such additional circumstances (which could include, in the case of
certain shares covered by an award, the Company or a division of the Company
having met certain performance criteria) as may be deemed appropriate by the
Compensation Committee. The vesting circumstances may vary among the shares
covered by an award. In the event an award (or portion thereof) vests pursuant
to the terms of the applicable Incentive Stock Award Agreement, the Company
shall issue and deliver, or cause to be issued and delivered, to the participant
or his or her legal representative, certificate(s) for the number of shares
covered by the vested portion of the award, subject to receipt by the Company of
the $.01 per share cash purchase price.

The recipient of an award will not pay the Company any amount at the time
of the receipt of the award. Ordinarily, the holder of an award will realize
taxable income, for Federal income tax purposes, when the award (or portion
thereof) vests in an amount equal to the excess of the fair market value of the
covered shares on the date the award (or portion thereof) vests over the $.01
per share cash purchase price. At the same time, the Company should generally be
allowed a tax deduction equivalent to the holder's taxable income arising from
such vesting. The Amended Incentive Plan provides that, at or about the time the
award (or portion thereof) vests, the Company shall pay the participant cash
sufficient to pay the participant's income tax liability associated with the
vesting and the receipt of such cash. Any such cash payment would be taxable as
income to the participant and generally deductible by the Company. Although the
Amended Incentive Plan does not satisfy all the requirements of Section 162(m),
the Company anticipates that all compensation payable pursuant to the plan will
be deductible by the Company because no Section 162(m) Covered Employee is
expected to receive in any fiscal year aggregate compensation not qualifying as
performance-based compensation under Section 162(m) that exceeds $1 million.

Until the issuance and delivery to the participant of certificate(s) for
shares pursuant to the vesting of an award, the participant has none of the
rights of a shareholder with respect to such shares.

The Amended Incentive Plan provides that the Board of Directors (or
committee thereof) may terminate or amend the plan, except that shareholder
approval is required in the event any such amendment would (i) increase the
total number of shares of common stock covered by the plan (except in connection
with the antidilution provisions of the plan), or (ii) change the $.01 per share
purchase price of stock under the plan.

24
<PAGE>

The following tables provide certain other information with respect to the
Incentive Plan:
<TABLE>
<CAPTION>

Aggregate Market Aggregate
Shares Covered Shares Covered Value in Excess Payments for Income
by by of Exercise Price Taxes Attributable
Awards Granted Awards Exercised of Exercised To Awards
Name and Position Since Inception (#) Since Inception (#) Awards ($) (1) Exercised ($)

Jane H. Greer 35,000 17,176 171,823 118,138
Vice President and
Secretary

Douglas J. Stevens 29,333 12,125 102,232 65,494
Controller and Assistant
Secretary

Brenda L. Jones 3,000 1,618 16,675 10,599
Assistant Secretary

All current executive 67,333 30,919 290,730 194,231
officers, as a group

William F. Garrett 45,000 23,000 221,270 163,887
President, Delta Mills
Marketing Co.

All non-executive officer 670,219 325,052 2,958,993 1,833,574
employees, as a group (2)
</TABLE>

(1) Based on the closing sales prices per share on the pertinent vesting dates.
(2) Includes Special Share Awards.

Shares Covered Shares Covered Dollar Value of
by Awards by Awards Awards
Forfeited Since Outstanding at Outstanding at
Name and Position Inception (#) September 26, 1997 (#) September 26, 1997 ($) (1)

Jane H. Greer 5,824 12,000 69,630
Vice President and
Secretary

Douglas J. Stevens 5,208 12,000 69,630
Controller and Assistant
Secretary

Brenda L. Jones 582 800 4,642
Assistant Secretary

All current executive 11,614 24,800 143,902
officers, as a group

William F. Garrett 6,000 16,000 92,840
President, Delta Mills
Marketing Co.

All non-executive officer 179,431 206,115 1,195,982
employees, as a group
</TABLE>

(1) Based on the closing sales price of $5.8125 per share on September 26, 1997.

No director currently participates in the Incentive Plan, and Jane H.
Greer, Douglas J. Stevens and Brenda L. Jones are the only executive officers
who currently participate in the plan. Each of E. Erwin Maddrey, II, Bettis C.
Rainsford, Jane H. Greer, Douglas J. Stevens and Brenda L. Jones, as a potential
participant in the Amended Incentive Plan,

25
<PAGE>

could be deemed to have an interest in approval of the proposed amendment
described above that would increase the aggregate number of shares issuable
under the Amended Incentive Plan. E. Erwin Maddrey, II and Bettis C. Rainsford
have an interest in approval of the proposed amendment described above that
would eliminate the plan provision rendering any individual who beneficially
owns 5% or more of the outstanding shares of the Company's common stock
ineligible to participate in the Incentive Plan.

The proposed amendments described above to the Incentive Plan are being
submitted to the shareholders of the Company for approval because the plan
requires shareholder approval of the proposed amendment increasing the aggregate
shares issuable under the plan and the Board considers the other proposed
amendment to be material and because of the requirements of the New York Stock
Exchange. If a proposed amendment is not approved by the requisite shareholder
vote (described above), it shall not become effective.

Approval of either of the proposed amendments of the Incentive Plan is not
contingent on approval of the other proposed amendment of the Incentive Plan, on
approval of the proposed Long Term Plan described above or on approval of the
proposed amendment described below to the Company's Stock Option Plan.

PROPOSED AMENDMENT TO STOCK OPTION PLAN

The Board of Directors and the Compensation Committee recommend that the
shareholders approve adoption by the Company of an amendment to the Delta
Woodside Industries, Inc. Stock Option Plan (the "Option Plan", and as proposed
to be amended the "Amended Option Plan"). The proposed amendment increases the
number of shares of the Company's common stock that may be issued pursuant to
options granted under the plan from an aggregate of 600,000 to an aggregate of
800,000. The Board and the Compensation Committee recommend approval of the
proposed amendment because they believe that the Option Plan is an effective
component of management compensation and, if all currently outstanding options
were exercised in full, additional options covering only 66,200 shares could
currently be granted pursuant to the plan, which was originally adopted in 1990.
Except as set forth above, the Option Plan would remain unaltered in all
material respects.

Under the Amended Option Plan, the Compensation Committee would have the
discretion to grant options for up to an aggregate maximum of 800,000 shares of
the Company's common stock (including shares previously issued under the plan).
As of September 26, 1997, an aggregate of 533,800 shares of the Company's common
stock had previously been issued or are covered by outstanding options under the
plan.

The purpose of the Amended Option Plan is to promote the growth and
profitability of the Company and its subsidiaries by increasing the personal
participation of key and middle level executives in the performance of the
Company and subsidiaries, by enabling the Company and subsidiaries to attract
and retain key and middle level executives of outstanding competence and by
providing such key and middle level executives with an equity opportunity in the
Company. The Compensation Committee administers the Option Plan.

Participation in the Amended Option Plan is determined by the Compensation
Committee and is limited to those key and middle level executives, who may or
may not be officers or members of the Board, of the Company or its subsidiaries
who have the greatest impact on the Company's long-term performance. In making
any determination as to the key and middle level executives to whom options
shall be granted and as to the number of

26
<PAGE>

shares to be subject thereto, the Compensation Committee shall take into
account, in each case, the level and responsibility of the executive's position,
the level of the executive's performance, the executive's level of compensation,
the assessed potential of the executive and such other factors as the
Compensation Committee shall deem relevant to the accomplishment of the purposes
of the plan. Any person who beneficially owns stock representing 5% or more of
the outstanding stock of the Company and directors who are not also executives
are not eligible to participate in the Amended Option Plan. As of September 26,
1997, 56 employees of the Company or its subsidiaries were participants in the
Option Plan.

The term of each option shall be established by the Compensation Committee,
but shall not exceed ten years, and the option will be exercisable according to
such schedule as the Compensation Committee may determine. The recipient of an
option will not pay the Company any amount at the time of receipt of the option.
If an option shall expire or terminate for any reason without having been fully
exercised, the unpurchased shares subject to the option shall again be available
for the purposes of the Amended Option Plan.

In the discretion of the Compensation Committee, options granted under the
Amended Option Plan may be "incentive stock options" for federal income tax
purposes. The Company is not allowed a deduction at any time in connection with,
and the participant is not taxed upon either the grant or the exercise of, an
"incentive stock option". The difference between the exercise price of such an
option and the market value of the shares of common stock at the date of
exercise, however, constitutes a tax preference item for the participant in the
year of exercise for alternative minimum tax purposes. To qualify as an
incentive stock option, the stock acquired by the participant must be held for
at least two years after the option is granted and one year after it is
exercised. If the participant satisfies these time requirements, then he or she
will be taxed only upon any gain realized upon disposition of the stock. The
participant's gain at that time will be equal to the difference between the
sales price of the stock and the stock option price. If an incentive stock
option is exercised after the death of the employee by the estate of the
decedent, or by a person who acquired the right to exercise such option by
bequest or inheritance or by reason of the death of the decedent, none of the
time requirements described above in this paragraph shall apply.

If the participant fails to satisfy these time requirements, the option
will be treated in a manner similar to options that are not incentive stock
options. The participant is generally not taxed upon the grant of an option that
is not an incentive stock option. Upon exercise of any such option, the
participant recognizes ordinary income equal to the difference between the fair
market value of the shares of common stock acquired on the date of exercise and
the exercise price. Generally, the Company receives a deduction for the amount
the participant reports as ordinary income arising from the exercise of the
option. Upon a subsequent sale or disposition of the stock, the holder would be
taxable on any excess of the selling price over the fair market value at the
date of exercise. If the participant fails to satisfy the time requirements
described above with respect to an option intended to be an incentive stock
option, the income to the participant and the deduction for the Company shall
arise at the time of the early disposition and shall equal the excess of (a) the
lower of the fair market value of the shares at the time of exercise or such
value at the time of disposition over (b) the exercise price. The Amended Option
Plan does not satisfy all the requirements of Section 162(m). Nonetheless, the
Company anticipates that none of the compensation payable pursuant to the plan
will lose its deductibility by reason of Section 162(m), because no Section
162(m) Covered Employee who can participate in the plan is expected to receive
in any fiscal year aggregate compensation that exceeds $1 million and does not
qualify as performance-based compensation under Section 162(m).

27
<PAGE>

Under the Amended Option Plan, the Compensation Committee determines the
period of time (up to three months), if any, when an option may be exercised
after the participant's termination of employment with the Company, unless the
participant dies while in the employ of the Company or (if the Compensation
Committee so determines) within such three-month period or the participant's
employment is terminated by reason of having become permanently and totally
disabled, in which event the option may be exercised during the one-year period
after the date of termination of the participant's employment. In no event may
an option be exercised after the expiration of its fixed term.

The price per share at which each option granted under the Amended Option
Plan may be exercised shall be such price as shall be determined by the
Compensation Committee at the time of grant based on such criteria as may be
adopted by the Compensation Committee in good faith; provided, however, in the
case of an option intended to qualify as an incentive stock option, the price
per share shall not be less than the fair market value of the stock at the time
such option is granted. The Amended Option Plan provides that in no event shall
the exercise price per share of an option granted under the Amended Option Plan
be less than 50% of the fair market value per share of the Company's common
stock on the date of the option grant.

Options may be exercised by the participant tendering to the Company
payment in full of the exercise price for the shares as to which the option is
exercised, with such payment to be in cash or, if the Compensation Committee so
determines at the time of grant, in shares of the Company's common stock.

The Amended Option Plan provides that it may be terminated or amended by
the Board of Directors (or committee thereof), except that shareholder approval
would be required in the event an amendment were to (i) materially increase the
benefits accruing to participants, (ii) increase the number of securities
issuable under the plan (other than an increase pursuant to the antidilution
provisions of the plan), (iii) change the class of employees eligible to receive
options or (iv) otherwise materially modify the requirements for eligibility.

The Amended Option Plan provides that it shall terminate on the close of
business on May 2, 2000, and no option shall be granted under the plan
thereafter, but such termination shall not affect any option theretofore granted
under the plan.

No director currently participates in the Option Plan, and Jane H. Greer,
Douglas J. Stevens and Brenda L. Jones are the only executive officers who
currently participate in the plan.

28
<PAGE>

The following table provides certain information with respect to the Option
Plan:
<TABLE>
<CAPTION>

Aggregate Market Dollar Value of
Shares Covered Shares Covered Value in Excess Shares Covered Shares Covered In-The-Money
by by of Exercise Price by Options by Options Options
ptions Granted Options Exercised of Exercised Terminated Since Outstanding at Outstanding at
Name and Position Since Inception Since Inception Options ($) (1) Inception September 26, 1997 September 26, 1997(2)

Jane H. Greer 37,500 15,000 107,438 0 22,500 54,844
Vice President and
Secretary

Douglas J. Stevens 26,500 0 0 4,000 22,500 28,531
Controller and Assistant
Secretary

Brenda L. Jones 3,500 0 0 1,500 2,000 5,063
Assistant Secretary

All current executive 67,500 15,000 107,438 5,500 47,000 88,438
officers, as a group

William F. Garrett 75,000 30,000 131,888 0 45,000 109,688
President, Delta Mills
Marketing Co.

Robert W. Humphreys 37,500 15,000 161,719 0 22,500 54,844
President, Stevcoknit
Fabrics Co.

All non-executive officer 570,175 171,294 1,010,666 98,375 300,506 631,229
employees, as a group
</TABLE>

(1) Based on the closing sales prices per share on the pertinent exercise dates.
(2) Based on the closing sales price of $5.8125 per share on September 26, 1997.

Each of Jane H. Greer, Douglas J. Stevens and Brenda L. Jones, as a
potential participant in the Amended Option Plan, could be deemed to have an
interest in approval of the proposed amendment described above. Since any
individual who beneficially owns 5% or more of the outstanding shares of the
Company's common stock is ineligible to participate in the Option Plan or the
Amended Option Plan, E. Erwin Maddrey, II and Bettis C. Rainsford have not
received awards under the plan.

The proposed amendment described above to the Option Plan is being
submitted to the shareholders of the Company for approval because the plan
requires shareholder approval of the proposed amendment, in order to continue
the qualification of the plan under the "incentive stock option" rules of the
Internal Revenue Code of 1986, as amended, and because of the requirements of
the New York Stock Exchange. If the proposed amendment is not approved by the
requisite shareholder vote (described above), it shall not become effective.

Approval of the proposed amendment of the Option Plan is not contingent on
approval of the proposed Long Term Plan described above or on approval of either
of the proposed amendments described above to the Incentive Plan.

RELATED PARTY TRANSACTIONS

The Company leases its principal corporate office space, space for its
benefits department, purchasing department and financial accounting department,
and space for its printing operation, from a corporation (Hammond Square, Ltd.),
one half of the stock of which is owned by each of E. Erwin Maddrey, II
(President, Chief Executive Officer and a director of the Company) and Jane H.
Greer (Vice President and Secretary of the Company). Mr. Maddrey and Ms. Greer
are also the directors and executive officers of Hammond Square, Ltd. The lease
of the Company's principal office space and space for its benefits department,
purchasing department and financial accounting department is for a term of
approximately ten years expiring in December 1997, covers approximately 11,666

29
<PAGE>

square feet and involves rental payments of $8.50 per square foot per year (plus
certain other expenses such as regime fees, cleaning fees, real estate taxes,
utilities and parking). The Company is subleasing part of this space to other
parties until it needs such subleased space. The lease of the Company's printing
operation space is for a term of approximately five years expiring in November
1998, with an option to renew, covers approximately 4,159 square feet and
involves rental payments of $11.93 per square foot per year (plus certain other
expenses such as regime fees, real estate taxes, utilities and parking). The
Company paid an aggregate of approximately $196,665 in rent and other expenses
under these leases during fiscal 1997.

The Company currently leases office space in Edgefield, South Carolina from
The Rainsford Development Corporation, a corporation wholly owned by Bettis C.
Rainsford (Executive Vice President, Chief Financial Officer, Treasurer and a
director of the Company). Pursuant to this lease in fiscal 1997 the Company made
lease payments in the amount of $33,299. Mr. Rainsford is a director and
executive officer and Brenda L. Jones (Assistant Secretary of the Company) is an
executive officer of The Rainsford Development Corporation. Duck Head Retail
Operations, a division of a subsidiary of the Company, leases a building in
Edgefield, South Carolina from Mr. Rainsford pursuant to an agreement involving
rental payments equal to 3% of gross sales of the Edgefield store, plus 1% of
gross sales of the store for utilities. Under this lease agreement, $9,944 was
paid to Mr. Rainsford during fiscal 1997. As described above under the heading
"Management Compensation," part of Mr. Rainsford's cash compensation with
respect to fiscal 1997 was paid to The Rainsford Development Corporation for Mr.
Rainsford's services. The Company expects that a portion of Mr. Rainsford's cash
compensation with respect to fiscal 1998 will be paid to the same entity for Mr.
Rainsford's services. In addition, the Company reimburses The Rainsford
Development Corporation for certain travel, secretarial and other expenses
incurred on behalf of the Company. Such reimbursement amounted to $98,146 in
fiscal 1997. The amount of Mr. Rainsford's total cash compensation is not
affected by the fact that part of it is paid to The Rainsford Development
Corporation.

The Company reimburses Maddrey & Associates, a sole proprietorship of Mr.
Maddrey, for certain travel and other expenses incurred on behalf of the
Company. Such reimbursement amounted to $38,018 in fiscal 1997.

In February 1991, each of Mr. Maddrey and Mr. Rainsford entered into a
stock transfer restrictions and right of first refusal agreement (a "First
Refusal Agreement") with the Company. Pursuant to each such First Refusal
Agreement, Mr. Maddrey or Mr. Rainsford, as the case may be, granted the Company
a specified right of first refusal with respect to any sale of such individual's
shares of the Company's common stock owned at death for five years after such
individual's death. In connection with the First Refusal Agreements, life
insurance policies were established on the lives of Mr. Maddrey and Mr.
Rainsford. Under the life insurance policies on the life of each such
individual, $30 million is payable to the Company and $10 million is payable to
the beneficiary or beneficiaries chosen by the individual. Nothing in either
First Refusal Agreement restricts the freedom of Mr. Maddrey or Mr. Rainsford to
sell or otherwise dispose of any or all of his shares of the Company's common
stock at any time prior to his death or prevents the Company from canceling the
life insurance policies payable to it for $30 million on either Mr. Maddrey's or
Mr. Rainsford's life. A First Refusal Agreement shall terminate if the life
insurance policies payable to the applicable individual's beneficiaries for $10
million are cancelled by reason of the Company's failure to pay the premiums
with respect thereto.

30
<PAGE>

Any transaction entered into between the Company and any officer, director,
principal shareholder or any of their affiliates has been and will be on terms
which the Company then believes comparable to those which would be available to
the Company at such time from non-affiliated persons and will be in the future
subject to the approval at the time of a majority of the Company's disinterested
directors.

RATIFICATION OF SELECTION OF AUDITORS

The Board of Directors recommends the ratification of the appointment of
KPMG Peat Marwick LLP, independent certified public accountants, as auditors for
the Company and its subsidiaries for fiscal year 1998 and to audit and report to
the shareholders upon the financial statements of the Company as of and for the
period ending June 27, 1998.

KPMG Peat Marwick LLP was engaged by the Company on August 19, 1994,
pursuant to approval by the Board of Directors and subsequent ratification by
the shareholders, as principal accountants for the Company's 1995 fiscal year.

Representatives of KPMG Peat Marwick LLP will be present at the Annual
Meeting and such representatives will have the opportunity to make a statement
if they desire to do so and will be available to respond to appropriate
questions which the shareholders may have. Neither the firm nor any of its
members has any relation with the Company except in the firm's capacity as
auditors or as advisors.

The appointment of auditors is approved annually by the Board of Directors
and subsequently submitted to the shareholders for ratification. The decision of
the Board is based on the recommendation of the Audit Committee.

OTHER BUSINESS

As of the date of this Proxy Statement, the Board of Directors was not
aware that any business not described above would be presented for consideration
at the Annual Meeting. If any other business properly comes before the meeting,
it is intended that the shares represented by proxies will be voted with respect
thereto in accordance with the judgment of the person or persons voting them.

SOLICITATION OF PROXIES

The Company will pay the cost of soliciting proxies in the accompanying
form. In addition to solicitation by mail, proxies may be solicited by
directors, officers and other regular employees of the Company by telephone,
telegram or personal interview for no additional compensation. Arrangements will
be made with brokerage houses and other custodians, nominees and fiduciaries to
forward solicitation material to beneficial owners of the stock held of record
by such persons and the Company will reimburse such persons for reasonable
out-of-pocket expenses incurred by them in so doing. The Company has engaged
Corporate Investor Communications to assist in these contacts with brokerage
houses, custodians, nominees and fiduciaries for an estimated fee of $4,500 plus
reasonable out-of-pocket expenses.

31
<PAGE>

PROPOSALS OF SECURITY HOLDERS

Any shareholder of the Company who desires to present a proposal at the
1998 Annual Meeting of Shareholders for inclusion in the proxy statement and
form of proxy relating to that meeting must submit such proposal to the Company
at its principal executive offices on or before June 10, 1998.

FINANCIAL INFORMATION

THE COMPANY'S FISCAL 1997 ANNUAL REPORT IS BEING MAILED TO SHAREHOLDERS ON
OR ABOUT OCTOBER 10, 1997. THE COMPANY WILL PROVIDE WITHOUT CHARGE TO ANY
SHAREHOLDER OF RECORD AS OF SEPTEMBER 17, 1997, AND TO EACH PERSON TO WHOM THIS
PROXY STATEMENT IS DELIVERED IN CONNECTION WITH THE ANNUAL MEETING OF
SHAREHOLDERS, UPON WRITTEN REQUEST OF SUCH SHAREHOLDER OR PERSON, A COPY OF SUCH
FISCAL 1997 ANNUAL REPORT OR THE COMPANY'S FISCAL 1997 ANNUAL REPORT ON FORM
10-K, INCLUDING FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES (BUT
EXCLUDING EXHIBITS), FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. ANY SUCH
REQUEST SHOULD BE DIRECTED TO DELTA WOODSIDE INDUSTRIES, INC., 233 NORTH MAIN
STREET, HAMMOND SQUARE, SUITE 200, GREENVILLE, SOUTH CAROLINA 29601, ATTENTION:
JANE H. GREER, VICE PRESIDENT AND SECRETARY.

* * *
The above Notice and Proxy Statement are sent by order of the Board of
Directors.

Jane H. Greer, Secretary
Greenville, South Carolina
October 8, 1997

32
<PAGE>

*******************************APPENDIX**************************************

DELTA WOODSIDE INDUSTRIES, INC.

ANNUAL MEETING, NOVEMBER 6, 1997
P The undersigned shareholder of Delta Woodside Industries, Inc.,
a South Carolina corporation, hereby constitutes and appoints E. Erwin
R Maddrey, II, Bettis C. Rainsford and Jane H. Greer, and each of them,
attorneys and proxies on behalf of the undersigned to act and vote at
O the Annual Meeting of shareholders to be held at the Delta Mills
Marketing Company's Beattie Plant, 700 North Woods Drive, Fountain Inn,
X South Carolina, on November 6, 1997 at 10:30 A.M., and any adjournment or
adjournments thereof, and the undersigned instructs said attorneys to vote:
Y

1. ELECTION OF [ ] FOR all nominees listed below (except [ ] WITHHOLD AUTHORITY to vote for all
DIRECTORS as marked to the contrary below) nominees listed below
</TABLE>

Messrs. C. C. Guy, J. F. Kane, M. Lennon, E. E. Maddrey, II, B.
A. Mickel, B. Mickel, B. C. Rainsford

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL
NOMINEE WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW).

2. Proposal to ratify selection of KPMG Peat Marwick LLP as the
independent auditors of Delta Woodside Industries, Inc. for
fiscal 1998

3. Proposal to approve adoption of the Delta Woodside Industries,
Inc. Long Term Incentive Plan
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PLEASE SIGN
ON REVERSE 4. Proposal to approve the amendment to the Delta Woodside
SIDE AND Industries, Inc. Incentive Stock Award Plan to increase to
RETURN IN 1,100,000 the aggregate number of shares issuable thereunder.
THE ENCLOSED
POSTAGE-PAID [ ] FOR [ ] AGAINST [ ] ABSTAIN
ENVELOPE
5. Proposal to approve the amendment to the Delta Woodside
Industries, Inc. Incentive Stock Award Plan to delete the
provision excluding from plan participation beneficial owners
of 5% or more of the outstanding common stock.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

6. Proposal to approve the amendment to the Delta Woodside
Industries, Inc. Stock Option Plan to increase to 800,000 the
aggregate number of shares issuable thereunder.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

7. At their discretion upon such other matters as may properly
come before the meeting.

A majority of said attorneys and proxies who shall be present and
acting as such at the meeting or any adjournment or adjournments thereof (or, if
only one such attorney and proxy may be present and acting, then that one) shall
have and may exercise all the powers hereby conferred.
(over)

<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS OF DELTA WOODSIDE INDUSTRIES, INC.
IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE
DEEMED TO GRANT AUTHORITY TO VOTE, AND WILL BE
VOTED, FOR ELECTION OF THE DIRECTORS LISTED ON
THE REVERSE SIDE OF THIS PROXY AND FOR APPROVAL
OF PROPOSALS 2, 3, 4, 5 AND 6.

The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Shareholders dated October 8, 1997 and the Proxy Statement furnished
therewith.

Dated this__________ day of____________ , 1997
__________________________ (Seal)

__________________________ (Seal)
NOTE: Signature should agree
with name on stock certificate
as printed thereon. Executors,
administrators, trustees and
other fiduciaries should so
indicate when signing.

PLEASE DATE, SIGN AND RETURN THIS PROXY. THANK YOU.

<PAGE>
DELTA WOODSIDE INDUSTRIES, INC.
VOTING INSTRUCTIONS

ANNUAL MEETING, NOVEMBER 6, 1997

The undersigned participant in the Employee Retirement Plan
of Delta Woodside Industries, Inc., a South Carolina corporation, hereby
instructs Branch Banking and Trust Company, trustee of the Delta
Woodside Industries, Inc. Savings and Investment Plan (the successor by
merger to the Employee Retirement Plan), to vote the undersigned's
proportionate share of the shares of common stock of Delta Woodside
Industries, Inc. held by such Plan at the Annual Meeting of shareholders
be held at the Delta Mills Marketing Company's Beattie Plant, 700 North
Woods Drive, Fountain Inn, South Carolina, on November 6, 1997 at
10:30 A.M., and any adjournment or adjournments thereof, as follows:

<TABLE>
<S> <C> <C>
1. ELECTION OF [ ] FOR all nominees listed below (except [ ] WITHHOLD AUTHORITY to vote for all
DIRECTORS as marked to the contrary below) nominees listed below
</TABLE>

Messrs. C. C. Guy, J. F. Kane, M. Lennon, E. E. Maddrey, II,
B. A. Mickel, B. Mickel, B. C. Rainsford
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL
NOMINEE WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW).

2. PROPOSAL TO RATIFY SELECTION OF KPMG PEAT MARWICK LLP AS THE
INDEPENDENT AUDITORS OF DELTA WOODSIDE
INDUSTRIES, INC. FOR FISCAL 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PLEASE SIGN
ON REVERSE
SIDE AND 3. Proposal to approve adoption of the Delta Woodside
RETURN Industries, Inc. Long Term Incentive Plan

[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. Proposal to approve the amendment to the Delta Woodside
Industries, Inc. Incentive Stock Award Plan to increase to
1,100,000 the aggregate number of shares issuable thereunder.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

5. Proposal to approve the amendment to Delta Woodwide
Industries, Inc. Incentive Stock Award Plan to delete the
provision excluding from the plan participation beneficial
owners of 5% or more of the outstanding common stock.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

6. Proposal to approve the amendment to the Delta Woodside
Industries, Inc. Stock Option Plan to increase to 800,000 the
aggregate number of shares issuable thereunder.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

7. At such trustee's discretion upon such other matters as may
properly come before the meeting.
(over)

<PAGE>
THESE VOTING INSTRUCTIONS ARE SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF DELTA WOODSIDE INDUSTRIES, INC. IF NOT OTHERWISE SPECIFIED, THESE VOTING
INSTRUCTIONS WILL BE DEEMED A DIRECTION TO VOTE FOR ELECTION OF THE DIRECTORS
LISTED ON THE REVERSE SIDE OF THESE VOTING INSTRUCTIONS AND FOR APPROVAL OF
PROPOSALS 2, 3, 4, 5 AND 6.

The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Shareholders dated October 8, 1997 and the Proxy Statement furnished
therewith.

Dated this__________ day of_______________ , 1997

___________________________________________ (Seal)

___________________________________________ (Seal)
NOTE: Please sign exactly as name appears at left.

PLEASE DATE, SIGN AND RETURN THESE VOTING INSTRUCTIONS. THANK YOU.

Exhibit 99.1

DELTA WOODSIDE INDUSTRIES, INC.

LONG TERM INCENTIVE PLAN

OBJECTIVE

The objective of the Long Term Incentive Plan (this "Plan" or the "Plan") of
Delta Woodside Industries, Inc. (the "Company") is to reward the key executives
of the Company (including its subsidiaries) and the non-employee directors of
the Company for increasing shareholder value through the growth of the Company's
stock price, profitability and/or return on capital employed. The Plan is
intended to reward the achievement of projected and better-than-projected stock
price increases and/or financial results. It is also intended to assist in the
attraction and retention of key executives and to provide them with a
significant retirement vehicle.

ADMINISTRATION

The Plan will be administered by a special committee (the "Long Term Plan
Committee") of the Company's Board of Directors that includes those members of
the Company's Compensation Committee who are "outside directors," as that term
is defined in the regulations promulgated under Section 162(m) of the Internal
Revenue Code (or any successor provision) ("Section 162(m)").

Near the beginning of each fiscal year of the Company (or, in the case of Fiscal
Year 1998, the commencement of this Plan), the Company's chief executive officer
(the "CEO") will present for Long Term Plan Committee consideration a
recommendation for that fiscal year as to:

o Plan participants

o The performance period or periods to be used for awards (which shall
be at least three years)

o The performance measurement goals for each performance period to be
used for awards under the Plan

o Awards to be made under the Plan

The Long Term Plan Committee has the authority to and will, in its sole
discretion, establish and administer the awards and the performance measurement
goals to be used in connection with awards, and certify the degree to which, if
at all, such measurement goals are attained. The Long Term Plan Committee also
has the authority to interpret the Plan, and to establish, revise or rescind
rules and regulations relating to the Plan. Among other matters, the Long Term
Plan Committee shall have complete authority to: (i) select the key executives
and non-employee directors who will participate in the Plan; (ii) within the
limits established herein, determine the terms of each award to be granted to
each such key executive and director and, if desired, amend such terms; (iii)
prescribe the form of instrument(s) evidencing awards and the form of
instrument(s) evidencing options granted under this Plan; (iv) determine the
time or times at which awards shall be granted;

<PAGE>

(v) make special grants of awards when determined to be appropriate; and (vi)
make all other determinations necessary or advisable for the administration of
this Plan.

Any action that the Long Term Plan Committee is authorized to take may be taken
without a meeting if all the members of the Committee sign a written document
authorizing such action to be taken, unless different provision is made by the
By-Laws of the Company or by resolution of the Committee.

The Long Term Plan Committee may designate selected Board members or certain
employees of the Company to assist the Committee in the administration of the
Plan and may grant authority to such persons to execute documents including
awards and options on behalf of the Committee; subject in each such case to the
requirements of Section 162(m) of the Internal Revenue Code (or any successor
provision).

No member of the Board or Long Term Plan Committee shall be liable for any
action taken or determination made in good faith.

PARTICIPATION AND AWARDS

Participation in the Plan is limited to the key executives of the Company
(including its subsidiaries) (whether or not executive officers of the Company
or any of its subsidiaries) who, in the opinion of the Long Term Plan Committee,
have the greatest impact on the Company's long-term performance and are selected
by the Long Term Plan Committee and those non-employee directors of the Company
who are selected by the Long Term Plan Committee. Awards may be granted under
the Plan to a key executive only for a reason connected with a key executive's
employment.

Each award will set forth potential bonus values, which will be expressed as
varying percentages of the participant's base salary (in the case of a key
executive) or director fees (in the case of a non-employee director) in effect
as of the beginning of the fiscal year of the award grant. The actual bonus
value earned will depend on the achievement of goals over the performance
period, and (where applicable) in accordance with the measurement weighting,
selected by the Long Term Plan Committee.

After the initial grant of awards in a fiscal year, the Long Term Plan Committee
may during that fiscal year grant additional awards to one or more other
employees or other non-employee directors, with such provisions as the Long Term
Plan Committee deems appropriate.

MEASUREMENTS THAT DETERMINE AWARD BONUS VALUES

The Company's results over the applicable performance period will be compared to
the measurement goals established by the Long Term Plan Committee for the
participants. Where applicable, as between individuals the weighting of
measurements may vary due to the Long Term Plan Committee's opinion as to the
respective individuals' specific impact on the measurements. The measurements
will include (a) average annual stock price performance as compared to the peer

<PAGE>

group of publicly traded companies used for purposes of the most recent
performance graph contained in a proxy statement of the Company, (b) average
annual increase in net income per share and (c) average annual increase in
return on capital employed, except that the measurement described in clause (a)
shall be the only measurement applicable to the plan participants who are the
senior executive officers (including the "covered employees" for purposes of
Section 162(m)) or non-employee directors of the Company.

Upon the grant of awards by the Long Term Plan Committee, each participant will
be advised in writing by the Committee of his or her participation, the
potential bonus values of the award and the measurements and measurement goals
used.

EMPLOYMENT TERMINATION PROVISIONS WITH RESPECT TO AWARDS

With respect to key executive participants, participants who terminate
employment with the Company (including its subsidiaries) prior to the end of the
applicable performance period for an award due to death, permanent and total
disability or (in the case of any employee whose age is at least 62 at the time
of award grant) retirement will receive the bonus value of their award according
to the normal terms of the award (or, in the case of an employee who is not a
"covered employee" for purposes of Section 162(m), sooner if the Long Term Plan
Committee so determines).

With respect to key executive participants, any other employment termination
(whether voluntary or involuntary) prior to the end of the applicable
performance period will result in forfeiture of the applicable awards. The Long
Term Plan Committee may, however, in its discretion, in the case of an employee
who is not a "covered employee" for purposes of Section 162 (m), allow the bonus
value of such awards to be received according to the normal terms of the award
or sooner.

With respect to non-employee director participants, participants whose service
as director terminates prior to the end of the applicable performance period for
an award due to death, permanent and total disability or (in the case of any
non-employee director whose age is at least 62 at the time of award grant)
retirement will receive the bonus value of their award according to the normal
terms of the award (or sooner if the Long Term Plan Committee so determines).

With respect to non-employee director participants, any other termination of
service as a director (whether voluntary or involuntary) prior to the end of the
applicable performance period will result in forfeiture of the applicable
awards. The Long Term Plan Committee may, however, in its discretion allow the
bonus value of such awards to be received according to the normal terms of the
award or sooner.

GRANTS OF OPTIONS

At the end of the applicable performance period, results will be calculated and
presented to the Long Term Plan Committee for certification. The Long Term Plan
Committee will certify in writing the extent to which, if any, the applicable
performance measurement goal or goals have been satisfied

<PAGE>

and the Bonus Value Earned, if any, of each participant based on these results.
The results will then be given to the participants.

Upon certification by the Long Term Plan Committee of these results, the Company
will grant options for the Company's common stock (at an exercise price equal to
50% of the then market value of the stock) to each participant with a Bonus
Value Earned, based on the following formula:

Participant's Salary (in the case of a key executive participant) or
director's fee (in the case of a non-employee director participant) (at
beginning of fiscal year of original award) X Target % X (Measurement 1
Weighting % X Measurement 1 Performance Level) + (Measurement 2 Weighting %
X Measurement 2 Performance Level) + (Measurement 3 Weighting % X
Measurement 3 Performance Level) X 0.62 = Bonus Value Earned.

In no event may the aggregate Bonus Value Earned by any participant in any
fiscal year of the Company exceed $350,000.

The number of shares to be covered by the options so granted will be
determined by dividing the difference between the market value per share of
the stock on the date of option grant and the exercise price per share into
the Bonus Value Earned. Fractional shares shall be rounded up to the next
whole number. The participant will be promptly notified of the options that
have been granted to him or her under the Plan.

The stock to be offered under this Plan, upon exercise of options, may be
authorized but unissued shares, shares previously issued and thereafter acquired
by the Company, or any combination thereof.

The maximum aggregate number of shares of the Company's common stock that may be
issued pursuant to options granted under the Plan is 1,000,000. The maximum
number of shares of the Company's common stock that may be covered by options
granted under the Plan in any fiscal year of the Company to any single
participant is 120,000. Provided that the adjustment does not cause compensation
payable under this Plan to lose its deductibility under Section 162(m), these
numbers of shares shall be appropriately adjusted to reflect any change in the
capitalization of the Company resulting from a stock dividend, stock split, or
other adjustment contemplated below and occurring after the adoption of this
Plan. The Long Term Plan Committee will maintain records showing the cumulative
total of all shares subject to options outstanding under this Plan.

If an option granted hereunder shall expire or terminate for any reason without
having been fully exercised, the unpurchased shares subject thereto shall again
be available for the purposes of this Plan.

Provided that the adjustment does not cause compensation payable under this Plan
to lose its deductibility under Section 162(m), in the event of a stock
dividend, recapitalization, merger,

<PAGE>

reorganization, consolidation, stock split-up, stock consolidation or any other
change in the capitalization of the Company, the shares available for purposes
of this Plan or an award or subject to options hereunder shall be
correspondingly increased, diminished or changed, so that by exercise of an
option the participant shall receive, without change in aggregate purchase
price, securities, as so increased, diminished or changed, comparable to the
securities he or she would have received if he or she had exercised the option
prior to such event and had continued to hold the common stock so purchased
until affected by such event.

Adjustments under this provision shall be made by the Long Term Plan Committee,
whose determination as to what adjustments shall be made, and the extent
thereof, shall be final, binding and conclusive.

EXERCISE OF OPTIONS

Options can be exercised for up to ten years from the date of option grant. No
option can be exercised until one year after option grant. An option then
becomes exercisable to the extent of 33 1/3% of the shares covered thereby per
year. With respect to any key executive participant, if, following the grant of
option(s) under this Plan, the participant's employment with the Company
(including its subsidiaries) terminates due to death, permanent and total
disability or retirement, then all previously unexercisable options shall become
immediately exercisable. With respect to any key executive participant, if the
participant's employment with the Company (including its subsidiaries) shall
terminate for any other reason, all options that have not yet become exercisable
shall be forfeited (unless, with respect to an employee who is not a "covered
employee" for purposes of Section 162(m), the Long Term Plan Committee
determines otherwise). With respect to any non-employee director participant,
if, following the grant of option(s) under this Plan, the participant's service
as a director of the Company terminates due to death, permanent and total
disability or retirement, then all previously unexercisable options shall become
immediately exercisable. With respect to any non-employee director, if the
participant's service as a director of the Company shall terminate for any other
reason, all options that have not yet become exercisable shall be forfeited
(unless the Long Term Plan Committee determines otherwise).

Each option granted under this Plan shall be deemed exercised when the holder
(a) shall indicate the decision to do so in writing delivered to the Company,
(b) shall tender to the Company payment in full in cash (or if the Long Term
Plan Committee so determines at the time of award grant, in shares of the
Company's common stock) of the exercise price for the shares for which the
option is exercised, (c) shall tender to the Company payment in full in cash of
the amount of all federal and state withholding or other employment or
self-employment taxes applicable to the taxable income, if any, of the holder
resulting from such exercise and (d) shall comply with such other reasonable
requirements as the Long Term Plan Committee may establish.

No person shall have any of the rights of a shareholder with reference to shares
subject to an option until a certificate for the shares has been delivered.

5
<PAGE>

An option granted under this Plan may be exercised for any lesser number of
shares than the full amount for which it could be exercised. Such a partial
exercise of an option shall not affect the right to exercise the option from
time to time in accordance with this Plan for the remaining shares subject to
the option.

No certificate for shares shall be executed and delivered upon exercise of an
option until the Company shall have taken such action, if any, as is then
required to comply with the provisions of the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended, the South Carolina
Uniform Securities Act, as amended, any other applicable state blue sky law(s)
and the requirements of any exchange on which the common stock of the Company
may, at the time, be listed.

In the case of the exercise of an option by a person or estate acquiring the
right to exercise the option by bequest or inheritance, the Long Term Plan
Committee may require reasonable evidence as to the ownership of the option and
may require such consent and releases of taxing authorities as it may deem
advisable.

CASH BONUS UPON OPTION EXERCISE FOR TAX PROTECTION

One of the objectives of the Plan is to give key executives and non-employee
directors a way to participate in the equity growth of the Company without being
forced by income taxation to sell the stock acquired upon exercise of options
granted under this Plan. In connection with the exercise of an option granted
under the Plan, the Company will pay the participant such cash bonus as is
estimated to provide the participant with sufficient cash to pay his or her
federal and state income taxes attributable to the option exercise and to such
cash bonus. For each participant who is a "covered employee" for purposes of
Section 162(m), such cash bonus shall be calculated using an assumed 38% income
tax rate.

TERMINATION OF OPTIONS

An option granted under this Plan shall be considered terminated in whole or in
part to the extent that, in accordance with the provisions of this Plan, it can
no longer be exercised for any shares originally subject to the option. The
shares subject to any option, or portion thereof, that terminates shall no
longer be charged against the aggregate share limitation provided above in this
Plan and may again become shares subject to the Plan.

SALE OF STOCK ACQUIRED UPON OPTION EXERCISE

If the participant desires to sell any stock acquired upon exercise of an option
granted under this Plan, the Company will have the right of first refusal
(exercisable within 5 business days after notice) to acquire such stock at the
closing market price on the date of such notice. All certificates for stock
acquired upon exercise of options granted under the Plan will bear a legend to
this effect.

<PAGE>

NO RIGHT TO EMPLOYMENT

Neither the adoption of this Plan nor its operation, nor any document describing
or referring to the Plan, or any part thereof, (a) shall confer upon any key
executive participant under this Plan any right to continue in the employ of the
Company or any of its subsidiaries, or shall in any way affect the right and
power of the Company or any of its subsidiaries to terminate the employment of
any such participant under this Plan at any time with or without assigning a
reason therefor, to the same extent as the Company or such subsidiary might have
done if this Plan had not been adopted or (b) shall confer upon any non-employee
director participant under this Plan any right to continue as a director of the
Company, or shall in any way affect the right and power of the Company to
terminate the service as a director of any such participant under this Plan at
any time with or without assigning a reason therefor, to the same extent as the
Company might have done if this Plan had not been adopted.

USE OF PROCEEDS

The proceeds received by the Company from the sale of shares pursuant to options
granted under this Plan shall be used for general corporate purposes as
determined by the Board.

INDEMNIFICATION OF LONG TERM PLAN COMMITTEE

In addition to such other rights of indemnification as they may have as members
of the Board, the members of the Long Term Plan Committee shall, to the fullest
extent permitted by law, be indemnified by the Company against the reasonable
expenses, including attorney's fees, actually and necessarily incurred in
connection with the defense of any action, suit or proceeding, or in connection
with any appeal therein, to which they or any of them may be a party by reason
of any action taken or failure to act under or in connection with the Plan or
any award or option granted thereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by independent legal
counsel selected by the Company) or paid by them in satisfaction of a judgment
in any such action, suit or proceeding, except in relation to matters as to
which it shall be adjudged in such action, suit or proceeding that such
Committee member is liable for gross negligence or misconduct in the performance
of his or her duties; provided that within 60 days after institution of any such
action, suit or proceeding the Committee member shall in writing offer the
Company the opportunity, at its own expense, to handle and defend the same.

EFFECTIVE DATE OF THE PLAN

This Plan shall be effective on the date that it is approved by the holders of a
majority of the Company's shares of common stock voting on the issue.

DURATION OF THE PLAN

Unless previously terminated by the Board and the Long Term Plan Committee, this
Plan shall terminate ten years after its commencement, and no award shall be
granted under it thereafter, but

7
<PAGE>

such termination shall not affect any award theretofore granted under the Plan
or any option theretofore granted (or subsequently granted as a result of any
award theretofore granted) under the Plan.

PLAN AMENDMENT

This Plan may be amended from time to time or terminated by approval of the Long
Term Plan Committee and the Board of Directors of the Company.

TRANSFERABILITY OF AWARDS AND OPTIONS

Neither any award nor any option granted under the Plan is transferable by the
participant, except by will or the laws of descent and distribution.

SECTION 162(m)

This Plan and its operation are intended to satisfy the requirements of Section
162(m) with respect to permitting the deductibility of compensation for those
participants who are "covered employees" for purposes of Section 162(m). In the
event that any provision of this Plan or an award or option granted under this
Plan does not so satisfy Section 162(m), that provision shall be deemed amended
to the extent necessary to satisfy Section 162(m).

<PAGE>

Exhibit 99.2

DELTA WOODSIDE INDUSTRIES, INC.

INCENTIVE STOCK AWARD PLAN

<PAGE>

DELTA WOODSIDE INDUSTRIES, INC., a South Carolina corporation with its
principal offices in Greenville, South Carolina (the "Company"), has duly
adopted the following plan (the "Plan").
ARTICLE I
THE PLAN
Sec. 1.1 NAME
This Plan shall be known as the "Incentive Stock Award Plan".
Sec. 1.2 PURPOSES
The purposes of the Plan are to establish or increase the equitable
ownership in the Company by key and middle level management employees of the
Company and/or its subsidiaries and to provide incentives to key and middle
level management employees of the Company and/or its subsidiaries through the
prospect of such stock ownership. By thus achieving ownership or the prospect of
ownership of the Company's shares by such employees the Company expects to
attract, retain and motivate exceptionally well qualified and competent
individuals in key and middle level management positions. It is upon such
individuals and their judgment, initiative and leadership that the Company
depends.
ARTICLE II
PARTICIPANTS
Sec. 2.1 ELIGIBILITY
Any officer or other key management employee or middle level management
employee of the Company or any subsidiary shall be

<PAGE>

eligible to receive an Incentive Stock Award; provided, however, that any person
who beneficially owns 5% or more of the Company's outstanding common stock shall
not be eligible to participate in the Plan.

ARTICLE III
ADMINISTRATION

Sec. 3.1 SELECTION OF AWARDS
The Board of Directors (the "Board") of the Company shall
have the authority from time to time to select Participants who
are to receive Incentive Stock Awards and the number of shares to
be awarded under each such Award; provided, however, that, if the
Board includes members who are not "disinterested persons" (as
defined in Rule 16b-3 promulgated under the Securities Exchange
Act of 1934, as amended, or any applicable successor rule or
regulation, then all authority of the Board under the Plan shall
be exercised by a committee of the Board (the "Committee")
composed solely of individuals who are "disinterested persons"
(as so defined).
Sec. 3.2 INTERPRETATION OF PLAN
The Board (or Committee, as applicable) shall have full authority to
interpret and administer the Plan and to determine and interpret the terms and
conditions of each Incentive Stock Award Agreement.

<PAGE>

ARTICLE IV
SHARES ELIGIBLE TO BE GRANTED UNDER THE PLAN
Sec. 4.1 NUMBER OF SHARES
Subject to the provisions hereof pertaining to anti-dilution, the aggregate
number of shares of common stock of the Company which may be awarded under the
Plan shall not exceed 300,000 shares. Such shares may be either shares
previously issued and thereafter acquired by the Company or they may be
authorized but unissued shares. Any shares covered by an Award (or portion
thereof) which have been forfeited pursuant to the provisions of the applicable
Incentive Stock Award Agreement may again become available for the purposes of
the Plan. Sec. 4.2 ANTI-DILUTION
In the event that the outstanding shares of common stock of the Company
hereafter are changed into or exchanged for a different number or kind of shares
or other securities of the Company or of another corporation, or cash or other
property, by reason of a merger, consolidation, reorganization,
recapitalization, reclassification, combination of shares, stock split-up or
stock dividend:
(a) the aggregate number and kind of shares subject to Awards which
shall have been or may thereafter be granted hereunder shall be adjusted
appropriately; and
(b) the new, additional or different shares and securities and the
cash and other property into which the shares subject to outstanding Awards
would have been converted (had the

<PAGE>

shares covered by such Awards been outstanding) shall be considered to be
property granted by and subject to the Awards and shall be subject to all of the
herein provided conditions and restrictions applicable to such Awards and the
shares subject to such Awards.
The foregoing adjustments and the manner of application of the foregoing
provisions shall be determined solely by the Board (or Committee, as
applicable), and any such adjustment may provide for the elimination of
fractional share or security interests.
ARTICLE V
AWARD
Sec. 5.1 AWARD GRANT
The Board (or Committee, as applicable) shall determine from
time to time who is to be a Participant and the number of shares
to be awarded. Such determination shall be recorded in the
appropriate minutes of the meeting.
Sec. 5.2 INCENTIVE STOCK AWARD AGREEMENT
A Participant shall be entitled to receive an Incentive Stock Award only
upon execution of an Incentive Stock Award Agreement with the Company. Such
Incentive Stock Award Agreement shall be substantially in the form attached
hereto but may be modified from time to time by the Board (or Committee, as
applicable) consistent with the terms of this Plan.

<PAGE>

Sec. 5.3 CASH PURCHASE PRICE OF STOCK
The cash purchase price to be paid by each Participant in
connection with receiving shares covered by an Award (or portion
thereof) which has vested pursuant to the provisions of an
Incentive Stock Award Agreement shall be $0.01 per share and such
sum shall be payable prior to issuance to the Participant of the
certificate(s) representing such shares.
Sec. 5.4 FORFEITURE OF AN AWARD (OR PORTION THEREOF)
The Incentive Stock Award Agreement shall set forth the circumstances under
which the Award granted thereby (or portion thereof) shall be forfeited. These
circumstances (i) may include the termination of employment of the Participant
with the Company or any subsidiary thereof, for any reason other than death,
retirement or permanent total disability, prior to the date set forth in the
Incentive Stock Award Agreement when the Award (or relevant portion thereof)
shall vest, and (ii) may include such additional circumstances as may be deemed
appropriate by the Board (or Committee, as applicable). The forfeiture
circumstances may vary among the shares covered by an Award. In the event an
Award (or portion thereof) shall be forfeited pursuant to the terms of the
applicable Incentive Stock Award Agreement, the Participant shall immediately
have no further rights under such Award (or portion thereof) or in the shares
covered thereby.

<PAGE>

Sec. 5.5 VESTING OF AN AWARD (OR PORTION THEREOF)
(a) The Incentive Stock Award Agreement shall set forth the
circumstances under which the Award granted thereby (or portion thereof) shall
vest. These circumstances (i) may include the Participant being an employee with
the Company or any subsidiary on the date set forth in the Incentive Stock Award
Agreement, and (ii) may include such additional circumstances as may be deemed
appropriate by the Board (or Committee, as applicable). The vesting
circumstances may vary among the shares covered by an Award.
(b) In the event an Award (or portion thereof) shall vest pursuant to
the terms of the applicable Incentive Stock Award Agreement, the Company shall
issue and deliver, or cause to be issued and delivered, to the Participant or
his or her legal representative, free from any legend and any other restriction
(other than those required by federal or state securities laws or any other
applicable law), certificate(s) for the number of shares covered by the vested
portion of the Award, subject to receipt by the Company of the cash purchase
price described in Section 5.3 above. In addition, at or about such time the
Company shall pay the Participant in cash an amount which will be approximately
sufficient, after the payment of all applicable federal and state income taxes,
to pay the federal and state income taxes which the Participant will incur by
virtue of the vesting of such Award (or portion thereof).

<PAGE>

(c) No stock certificate shall be delivered to a Participant or his or
her legal representative as hereinabove provided unless and until the
Participant or his or her legal representative shall have paid to the Company in
cash the full amount of all federal and state withholding or other employment
taxes applicable to the taxable income of such Participant resulting from the
vesting of such Award (or portion thereof).
Sec. 5.6 NO RIGHTS AS SHAREHOLDER
Until the issuance and delivery to the Participant of certificate(s) for
such shares by reason of the vesting of an Award (or portion thereof) and
payment of the applicable cash purchase price, the Participant shall have none
of the rights of a shareholder with respect to the shares covered by an Award.
ARTICLE VI
STOCK CERTIFICATE
Sec. 6.1 STOCK CERTIFICATES
The Company shall not be required to issue or deliver, or cause to be
issued or delivered, any certificate of stock pursuant to an Incentive Stock
Award Agreement executed hereunder, prior to fulfillment of all of the following
conditions:
(a) the admission of such shares to listing on any over-the-counter
markets and stock exchanges on which the Company's stock is then traded or
listed;
(b) the completion of any registration or other qualification of such
shares under any federal or state law or

7
<PAGE>

under the rulings or regulations of the Securities and Exchange Commission or
any other governmental regulatory body, which the Board (or Committee, as
applicable) in its sole discretion deems necessary or advisable;
(c) the obtaining of any approval or other clearance from any federal
or state governmental agency which the Board (or Committee, as applicable) shall
in its sole discretion determine to be necessary or advisable; and
(d) the lapse of such reasonable period of time following the vesting
of an Award (or portion thereof) as the Board (or Committee, as applicable) from
time to time may establish for reasons of administrative convenience.
ARTICLE VII
TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
Sec. 7.1 TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
The Board (or Committee, as applicable) may at any time and
from time to time and in any respect amend, modify or terminate the Plan;
provided, however, that no such action of the Board (or Committee, as
applicable) without approval of the shareholders of the Company may:
(a) increase the total number of shares of common stock covered by the
Plan except as contemplated in Section 4.2 hereof; or
(b) change the $0.01 per share cash purchase price under Section 5.3;

8
<PAGE>

provided further, that no termination, amendment or modification of the Plan
shall in any manner, without the consent of the Participant, affect any Award
theretofore granted under the Plan.
ARTICLE VIII
MISCELLANEOUS
Sec. 8.1 EMPLOYMENT
Nothing in this Plan or in any Award granted hereunder or in
any Incentive Stock Award Agreement relating thereto shall confer
upon any employee the right to continue in the employ of the
Company or any subsidiary.
Sec. 8.2 OTHER COMPENSATION PLANS
The adoption of this Plan shall not affect any other incentive or other
compensation plans in effect for the Company or any subsidiary, nor shall this
Plan preclude the Company from establishing any other forms of incentive or
other compensation for employees of the Company or any subsidiary.
Sec. 8.3 PLAN BINDING ON SUCCESSORS
This Plan shall be binding upon the successors and assigns of the Company.
Sec. 8.4 SINGULAR, PLURAL; GENDER; HEADINGS
Whenever used herein, nouns in the singular shall include
the plural, and the masculine pronoun shall include the feminine gender. The
headings in this Plan or any Incentive Stock Award Agreement are and shall be
for reference purposes only and shall not affect the meaning or interpretation
hereof or thereof.

9
<PAGE>

Sec. 8.5 AWARD NOT TRANSFERABLE
A Participant shall have no right to transfer, assign or hypothecate an
Award or, until the portion of an Award covering such shares shall vest, the
shares covered by an Award, other than by will or the laws of descent and
distribution, and the rights of any purported owner, holder, pledgee or any
other person in possession of or claiming any right in such Award or shares
shall at all times be subject to the provisions of this Plan and the applicable
Incentive Stock Award Agreement.

10
<PAGE>

Exhibit 99.3

DELTA WOODSIDE INDUSTRIES, INC. INCENTIVE STOCK AWARD PLAN

INCENTIVE STOCK AWARD AGREEMENT

(Participant)

(Date Of Award)

<PAGE>

DELTA WOODSIDE INDUSTRIES, INC.
INCENTIVE STOCK AWARD AGREEMENT

THIS AGREEMENT, executed as of , 199 , by and between DELTA WOODSIDE
INDUSTRIES, INC., a South Carolina corporation (the "Company"), and (the
"Participant"), evidences the grant by the Company on said date of an Award of
the right to purchase an aggregate of
shares of common stock of the Company pursuant and
subject to the provisions of the Company's Incentive Stock Award
Plan and this Agreement.
Sec. 1. CASH PURCHASE PRICE
The cash purchase price of the common stock subject to this Award shall be
$0.01 per share.
Sec. 2. ANTI-DILUTION
In the event that the outstanding shares of common stock of
the Company hereafter are changed into or exchanged for a different
number or kind of shares or other securities of the Company or of
another corporation, or cash or other property, by reason of a
merger, consolidation, reorganization, recapitalization,
reclassification, combination of shares, stock split-up or stock
dividend, the new, additional or different shares and securities
and the cash and other property into which the shares subject to
this Agreement would have been converted (had the shares covered by
this Agreement been outstanding) shall be considered to be property
granted by and subject to this Agreement and shall be subject to
all of the herein provided

<PAGE>

conditions and restrictions applicable to the Award granted by this Agreement
and the shares subject to this Agreement.
Sec. 3. NON-TRANSFERABILITY OF RIGHTS
The Participant shall have no right to transfer, assign or
hypothecate any of the Participant's rights under this Agreement
or, until the portion of the Award granted hereby covering such
shares shall vest, the shares covered by the Award granted hereby,
other than by will or the laws of descent and distribution, and
such rights shall be exercisable during Participant's lifetime only
by the Participant.
Sec. 4. FORFEITURE OF AWARD (OR PORTION THEREOF)
Upon the occurrence of the following circumstances prior to the vesting of
the Award (or portion thereof, as applicable), the Award (or portion thereof, as
applicable) of shares set forth in this Agreement shall forfeit, and the
Participant shall immediately have no further rights under such Award (or
portion thereof) or in the shares covered thereby:
[To be provided by Board (or committee, as applicable).]
Sec. 5. VESTING OF AWARD (OR PORTION THEREOF)
Upon the occurrence of the following circumstances, the Award (or portion
thereof, as applicable) of shares set forth in this Agreement shall vest:
[To be provided by Board (or committee, as applicable).]
In the event the Award (or portion thereof) set forth in this
Agreement shall vest pursuant to the terms of this Agreement, the Company shall
issue and deliver, or cause to be

2
<PAGE>

issued and delivered, to the Participant or his or her legal representative,
free from any legend and any other restriction (other than those required by
federal or state securities laws or any other applicable law), certificate(s)
for the number of shares covered by the vested portion of the Award, subject to
the receipt by the Company of the cash purchase price described in Section 1
above. In addition, at or about such time the Company shall pay the Participant
in cash an amount which will be approximately sufficient, after the payment of
all applicable federal and state income taxes, to pay the federal and state
income taxes which the Participant will incur by virtue of the vesting of such
Award (or portion thereof).
No stock certificate shall be delivered to the Participant or
his or her legal representative as hereinabove provided unless and
until the Participant or his or her legal representative shall have
paid to the Company in cash the full amount of all federal and
state withholding or other employment taxes applicable to the
taxable income of the Participant resulting from the vesting of
such Award (or portion thereof).
Sec. 6. NO RIGHTS AS SHAREHOLDER
Until the issuance and delivery to the Participant of
certificate(s) for such shares by reason of the vesting of the
Award set forth in this Agreement (or portion thereof) and payment
of the applicable cash purchase price, the Participant shall have
none of the rights of a shareholder with respect to the shares
covered by an Award.

<PAGE>

Sec. 7. STOCK CERTIFICATES
The Company shall not be required to issue or deliver, or cause to be
issued or delivered, any certificate of stock pursuant to this Agreement, prior
to fulfillment of all of the following conditions:
(a) the admission of such shares to listing on any over-the-counter
markets and stock exchanges on which the Company's stock is then traded or
listed;
(b) the completion of any registration or other qualification of such
shares under any federal or state law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body,
which the Company's Board of Directors (or committee thereof, as applicable) in
its sole discretion deems necessary or advisable;
(c) the obtaining of any approval or other clearance from any federal
or state governmental agency which the Company's Board of Directors (or
committee thereof, as applicable) shall in its sole discretion determine to be
necessary or advisable; and
(d) the lapse of such reasonable period of time
following the vesting of the Award set forth in this Agreement (or
portion thereof) as the Company's Board of Directors (or committee
thereof, as applicable) from time to time may establish for reasons
of administrative convenience.
Sec. 8. ENFORCEMENT
This Agreement shall be construed, administered and enforced in accordance
with and subject to the terms of the Company's

<PAGE>

Incentive Stock Award Plan and the laws of the State of South Carolina.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first hereinabove written.

DELTA WOODSIDE INDUSTRIES, INC.

By:
Title:

PARTICIPANT

<PAGE>

Exhibit 99.4
DELTA WOODSIDE INDUSTRIES, INC.
INCENTIVE STOCK AWARD PLAN
1995 AMENDMENT

Effective as of the 1995 Annual Meeting of the Shareholders of Delta
Woodside Industries, Inc., a South Carolina corporation (the "Company"), the
Company's Incentive Stock Award Plan (the "Plan") is amended as follows:

1. Section 4.1 of the Plan is amended by substituting "800,000" for
"300,000" where that number appears in that Section.

2. In all other respects the Plan shall remain in full force and effect.

3. This amendment shall be effective if it is approved by the requisite
shareholder vote at the 1995 Annual Meeting of Shareholders of the Company.

Effective as of November 9, 1995.

<PAGE>

Exhibit 99.5
DELTA WOODSIDE INDUSTRIES, INC.
INCENTIVE STOCK AWARD PLAN
1997 AMENDMENT

Effective as of the 1997 Annual Meeting of the Shareholders of Delta
Woodside Industries, Inc., a South Carolina corporation (the "Company"), the
Company's Incentive Stock Award Plan, as heretofore amended (the "Plan"), is
amended as follows:

1. Section 4.1 (NUMBER OF SHARES) of the Plan is amended by substituting
"1,100,000" for "800,000" where that number appears in that Section.

2. The following portion of Section 2.1 (ELIGIBILITY) of the Plan is
deleted:

"provided, however, that any person who beneficially owns 5% or more of the
Company's outstanding common stock shall not be eligible to participate in
the Plan".

3. In all other respects the Plan shall remain in full force and effect.

4. Sections 1, 3 and 4 of this amendment shall be effective if the
amendment set forth in Section 1 is approved by the requisite shareholder vote
at the 1997 Annual Meeting of Shareholders of the Company. Sections 2, 3 and 4
of this amendment shall be effective if the amendment set forth in Section 2 is
approved by the requisite shareholder vote at the 1997 Annual Meeting of
Shareholders of the Company. This entire 1997 Amendment shall be effective if
the amendments set forth in Sections 1 and 2 are approved by the requisite
shareholder vote at the 1997 Annual Meeting of Shareholders of the Company.

Effective as of November 6, 1997.

<PAGE>

Exhibit 99.6
DELTA WOODSIDE INDUSTRIES, INC.

STOCK OPTION PLAN

Effective As Of

July 1, 1990

(Concept of Plan approved by Board of Directors on May 3, 1990; Plan adopted by
Board of Directors on August 23, 1990)

<PAGE>

DELTA WOODSIDE INDUSTRIES, INC.

STOCK OPTION PLAN

1. PURPOSE

The purpose of this Plan is to promote the growth and profitability of
Delta Woodside Industries, Inc. (the "Company") and its subsidiaries from time
to time (the "Subsidiaries") by increasing the personal participation of key and
middle level executives in the continued growth and financial success of the
Company and the Subsidiaries, by enabling the Company and the Subsidiaries to
attract and retain key and middle level executives of outstanding competence and
by providing such key and middle level executives with an equity opportunity in
the Company. This purpose will be achieved through the grant of stock options
("Options") to purchase shares of the common stock of the Company.
2. ADMINISTRATION
The Plan shall be administered by the Company's Board of Directors (the
"Board"); provided, however, that, if the Board includes members who are not
"disinterested persons" (as defined in Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended, or any applicable successor rule or
regulation ("Rule 16b-3")), then all authority of the Board under the Plan shall
be exercised by a committee of the Board (the "Committee") composed solely of
all individuals thereof who are "disinterested persons" (as so defined). The
Board (or Committee, as

<PAGE>

applicable) shall have complete authority to: (i) interpret all terms and
provisions of the Plan consistent with law; (ii) select from the group of key
and middle level executives eligible to participate in the Plan the key and
middle level executives to whom Options shall be granted; (iii) within the
limits established herein, determine the number of shares to be subject to and
the term of each Option granted to each of such key or middle level executives;
(iv) prescribe the form of instrument(s) evidencing Options granted under this
Plan; (v) determine the time or times at which Options shall be granted; (vi)
make special grants of Options when determined to be appropriate; (vii) provide,
if appropriate, for the exercise of Options in installments or subject to
specified conditions; (viii) determine the method of exercise of Options granted
under the Plan; (ix) adopt, amend and rescind general and special rules and
regulations for the Plan's administration; and (x) make all other determinations
necessary or advisable for the administration of this Plan.
Any action which the Board (or Committee, as applicable) is authorized to
take may be taken without a meeting if all the members of the Board (or
Committee, as applicable) sign a written document authorizing such action to be
taken, unless different provision is made by the By-Laws of the Company or by
resolution of the Board (or Committee, as applicable).
The Board (or Committee, as applicable) may designate selected Board
members or certain employees of the Company to

<PAGE>

assist the Board (or Committee, as applicable) in the administration of the
Plan and may grant authority to such persons to execute documents including
Options on behalf of the Board (or Committee, as applicable); subject in each
such case to the requirements of Rule 16b-3.
No member of the Board (or Committee, as applicable) shall be liable for
any action taken or determination made in good faith.
3. ELIGIBILITY AND FACTORS TO BE CONSIDERED IN GRANTING
OPTIONS
Participation in this Plan shall be determined by the Board (or Committee,
as applicable) and shall be limited to those key and middle level executives,
who may or may not be officers or members of the Board, of the Company or the
Subsidiaries who have the greatest impact on the Company's long-term
performance. In making any determination as to the key and middle level
executives to whom Options shall be granted and as to the number of shares to be
subject thereto, the Board (or Committee, as applicable) shall take into
account, in each case, the level and responsibility of the key or middle level
executive's position, the level of the key or middle level executive's
performance, the key or middle level executive's level of compensation, the
assessed potential of the key or middle level executive and such other factors
as the Board (or Committee, as applicable), shall deem relevant to the
accomplishment of the purposes of the Plan.

<PAGE>

Directors of the Company or any Subsidiary who are not also key or middle
level executives are not eligible to participate in this Plan. Options may be
granted under this Plan only for a reason connected with a key or middle level
executive's employment. Persons who beneficially own stock representing five
percent (5%) or more of the total combined voting power of all classes of stock
of the Company or its parent or subsidiary (as determined under Section 425(d),
(e) and (f) of the Internal Revenue Code (the "Code")) are not eligible to
participate in this Plan.
4. STOCK SUBJECT TO PLAN
The stock to be offered under this Plan, upon exercise of Options, may be
authorized but unissued common shares, shares previously issued and thereafter
acquired by the Company, or any combination thereof. An aggregate of 300,000
shares are reserved for the grant under this Plan of Options, any or all of
which, at the Board's (or Committee's, as applicable) discretion, may be
intended to qualify as incentive stock options under Section 422A of the Code.
This number of shares may be adjusted to reflect any change in the
capitalization of the Company resulting from a stock dividend, stock split, or
other adjustment contemplated by Section 14 of the Plan and occurring after the
adoption of this Plan. The Board (or Committee, as applicable) will maintain
records showing the cumulative total of all shares subject to Options
outstanding under this Plan.

<PAGE>

If an Option granted hereunder shall expire or terminate for any reason
without having been fully exercised, the unpurchased shares subject thereto
shall again be available for the purposes of this Plan.
5. ALLOTMENT OF SHARES
The Board (or Committee, as applicable) may, in its sole discretion and
subject to the provisions of the Plan, grant to eligible participants, on or
after the effective date hereof, Options to purchase shares of the Company's
common stock. Options granted under this Plan may, at the discretion of the
Board (or Committee, as applicable), be: (i) Options which are intended to
qualify as incentive stock options under Section 422A of the Code; (ii) Options
which are not intended so to qualify under Section 422A of the Code; or (iii)
both of the foregoing if granted separately, not in tandem. Each Option granted
under this Plan must be clearly identified as to its status as an incentive
stock option or not.
Options may be allotted to participants in such amounts, subject to the
limitations specified in this Plan, as the Board (or Committee, as applicable),
in its sole discretion, may from time to time determine.
In the case of Options intended to be incentive stock options, the
aggregate fair market value (determined at the time of the Options' respective
grants) of the shares with respect to which such Options are exercisable for the
first time by a participant hereunder during any calendar year (under all plans

<PAGE>

taken into account pursuant to Section 422A(b)(7) of the Code) shall not exceed
$100,000.
Options not intended to qualify as incentive stock options under Section
422A of the Code may be granted to any Plan participant without regard to the
Section 422A limitation.
6. OPTION PRICE
The price per share at which each Option granted under the Plan may be
exercised shall be such price as shall be determined by the Board (or Committee,
as applicable) at the time of grant based on such criteria as may be adopted by
the Board (or Committee, as applicable) in good faith; provided, however, in the
case of an Option intended to qualify as an incentive stock option under Section
422A of the Code, the price per share shall not be less than one hundred percent
(100%) of the fair market value of the stock at the time such Option is granted.
7. TERM OF OPTION
The term of each Option granted under the Plan shall be established by the
Board (or Committee, as applicable), but shall not exceed ten (10) years from
the date of the grant.
8. TIME OF GRANTING OPTIONS
The date of grant of an Option under the Plan shall, for all purposes, be
the date on which the Board (or Committee, as applicable) makes the
determination of granting such Option. Notice of the determination shall be
given to each key or middle level executive to whom an Option is so granted,
within a reasonable time after the date of such grant.

<PAGE>

9. NON-TRANSFERABILITY
An Option granted to a participant under this Plan shall not be
transferable by him or her except by will or the laws of descent and
distribution and during the optionee's lifetime shall be exercisable only by him
or her.
10. EXERCISE OF OPTIONS
Subject to the provisions of this Plan an Option may be exerciseable at
such time or times after the date of grant thereof and upon such conditions as
may be determined by the Board (or Committee, as applicable) at the time of
grant.
Any Option granted hereunder may be exercisable according to such schedule
as may be determined by the Board (or Committee, as applicable).
In case the employment with the Company or Subsidiary of any participant to
whom an Option shall have been granted shall be terminated for any reason other
than his or her death or permanent and total disability within the meaning of
Section 22(e)(3) of the Code (or any successor provision), such Option may be
exercised by him or her during a period not exceeding three months after the
date of such termination (but no later than the end of the fixed term of the
Option) for the number of shares for which the Option could have been exercised
at the time he or she ceased to be an employee.
If a participant to whom an Option shall have been granted shall die while
in the employ of the Company or Subsidiary or within a period of three months
after the termination of his or

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her employment with the Company or Subsidiary or if a participant to whom an
Option shall have been granted shall have terminated his or her employment with
the Company or Subsidiary by reason of having become permanently and totally
disabled within the meaning of Section 22(e)(3) of the Code (or any successor
provision), such Option may be exercised by him or her or his or her personal
representative during a period not exceeding one year after the date of
termination of his or her employment (but no later than the end of the fixed
term of the Option) for the number of shares for which the Option could have
been exercised at the time the participant died or became permanently and
totally disabled.
In no event may an Option be exercised after the expiration of its fixed
term.
11. METHOD OF EXERCISE
Each Option granted under this Plan shall be deemed exercised when the
holder (a) shall indicate the decision to do so in writing delivered to the
Company, (b) shall tender to the Company payment in full in cash (or, if the
Board (or Committee, as applicable) so determines at the time of grant, in
shares of the Company's common stock) of the exercise price for the shares for
which the Option is exercised, (c) shall tender to the Company payment in full
in cash of the amount of all federal and state withholding or other employment
taxes applicable to the taxable income, if any, of the holder resulting from
such exercise and (d) shall comply with such other reasonable

<PAGE>

requirements as the Board (or Committee, as applicable) may establish.
No person, estate or other entity shall have any of the rights of a
shareholder with reference to shares subject to an Option until a certificate or
certificates for the shares has been delivered.
An Option granted under this Plan may be exercised for any lesser number of
shares than the full amount for which it could be exercised. Such a partial
exercise of an Option shall not affect the right to exercise the Option from
time to time in accordance with this Plan for the remaining shares subject to
the Option.
12. CANCELLATION AND REPLACEMENT OF OPTIONS The Board (or Committee, as
applicable) may at any time or
from time to time permit the voluntary surrender by the holder of any
outstanding Option under this Plan where such surrender is conditioned upon the
granting to such holder of new Option(s) for such number of shares as the Board
(or Committee, as applicable) shall determine, or may require such a voluntary
surrender as a condition precedent to the grant of new Option(s) to such holder.
The Board (or Committee, as applicable) shall determine the terms and
conditions of new Options, including the prices at and periods during which they
may be exercised, in accordance with the provisions of this Plan, all or any of
which may differ from the terms and conditions of the Options surrendered. Any
such

<PAGE>

new Option(s) shall be subject to all the relevant provisions of this Plan.
The shares subject to any Option(s) so surrendered shall no longer be
charged against the limitation provided in Section 4 of this Plan and may again
become shares subject to the Plan.
The granting of new Option(s) in connection with the surrender of
outstanding Option(s) under this Plan shall be considered for the purposes of
the Plan as the grant of new Option(s) and not an alteration, amendment or
modification of the Plan or of the Option(s) being surrendered.
13. TERMINATION OF OPTIONS
An Option granted under this Plan shall be considered terminated in whole
or in part to the extent that, in accordance with the provisions of this Plan,
it can no longer be exercised for any shares originally subject to the Option.
The shares subject to any Option or portion thereof, which terminates, shall no
longer be charged against the limitation provided in Section 4 of this Plan and
may again become shares subject to the Plan.
14. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION In the event of a stock
dividend, recapitalization, merger,
reorganization, consolidation, stock split-up, stock consolidation or any other
change in the characteristics of the shares of Common Stock, the shares
available for purposes of this Plan or subject to Options outstanding hereunder
shall be correspondingly increased, diminished or changed, so that by exercise
of any outstanding Option the participant shall receive,

<PAGE>

without change in aggregate purchase price, securities, as so increased,
diminished or changed, comparable to the securities he or she would have
received if he or she had exercised his or her Option prior to such event and
had continued to hold the Common Stock so purchased until affected by such
event; provided with respect to incentive stock options that, in the case of a
corporate merger, consolidation, acquisition of property or stock, separation,
reorganization or liquidation, the excess of the aggregate fair market value of
the shares subject to any Option immediately after such event over the
aggregate option price of such shares is not more than the excess of the
aggregate fair market value of all shares subject to the Option immediately
before such event over the aggregate option price of such shares.
Adjustments under this Section shall be made by the Board (or Committee, as
applicable), whose determination as to what adjustments shall be made, and the
extent thereof, shall be final, binding and conclusive.
15. COMPLIANCE WITH SECURITIES AND EXCHANGE COMMISSION AND
OTHER REQUIREMENTS
No certificate(s) for shares shall be executed and delivered upon exercise
of an Option until the Company shall have taken such action, if any, as is then
required to comply with the provisions of the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended, the South Carolina
Uniform Securities Act, as amended, any other applicable state

<PAGE>

blue sky law(s) and the requirements of any exchange on which the Common Stock
of the Company may, at the time, be listed.
In the case of the exercise of an Option by a person or estate acquiring
the right to exercise the Option by bequest or inheritance, the Board (or
Committee, as applicable) may require reasonable evidence as to the ownership of
the Option and may require such consent and releases of taxing authorities as it
may deem advisable.
16. NO RIGHT TO EMPLOYMENT
Neither the adoption of the Plan nor its operation, nor any document
describing or referring to the Plan, or any part thereof, shall confer upon any
participant under this Plan any right to continue in the employ of the Company
or any Subsidiary, or shall in any way affect the right and power of the Company
or any Subsidiary to terminate the employment of any participant under this Plan
at any time with or without assigning a reason therefor, to the same extent as
the Company or Subsidiary might have done if this Plan had not been adopted.
17. AMENDMENT AND TERMINATION
The Board (or Committee, as applicable) may at any time suspend, amend or
terminate this Plan. The Board (or Committee, as applicable) may make such
modifications of the terms and conditions of a holder's Option as it shall deem
advisable. No Option may be granted during any suspension of the Plan or after
such termination. Notwithstanding the foregoing provisions of this Section, no
amendment, suspension or termination shall,

<PAGE>

without the consent of the holder of an Option, alter or impair any rights or
obligations under any Option theretofore granted under the Plan.
In addition to Board (or Committee, as applicable) approval of an
amendment, if the amendment would: (i) materially increase the benefits accruing
to participants; (ii) increase the number of securities issuable under this Plan
(other than an increase merely reflecting a change in capitalization such as a
stock, dividend or stock split); (iii) change the class of employees eligible to
receive options; or (iv) otherwise materially modify the requirements for
eligibility, then such amendment shall be approved by the holders of a majority
of the Company's outstanding capital stock, voting either in person or by proxy,
and entitled to vote, at a meeting duly held of the stockholders of the Company.
18. USE OF PROCEEDS
The proceeds received by the Company from the sale of shares pursuant to
Options granted under the Plan shall be used for general corporate purposes as
determined by the Board.
19. INDEMNIFICATION OF BOARD (OR COMMITTEE, AS APPLICABLE) In addition to
such other rights of indemnification as they
may have as members of the Board, the members of the Board (or Committee, as
applicable) shall, to the fullest extent permitted by law, be indemnified by the
Company against the reasonable expenses, including attorney's fees, actually and
necessarily incurred in connection with the defense of any action, suit or

13
<PAGE>

proceeding, or in connection with any appeal therein, to which they or any of
them may be a party by reason of any action taken or failure to act under or in
connection with the Plan or any Option granted thereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is approved
by independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such Board member (or Committee member, as applicable) is liable
for gross negligence or misconduct in the performance of his or her duties;
provided that within 60 days after institution of any such action, suit or
proceeding the Board member (or Committee member, as applicable) shall in
writing offer the Company the opportunity, at is own expense, to handle and
defend the same.
20. EFFECTIVE DATE OF THE PLAN
This Plan shall be effective on July 1, 1990; subject, however, to the
condition subsequent of approval by the requisite shareholder vote at the next
ensuing annual meeting of shareholders of the Company.
21. DURATION OF THE PLAN
Unless previously terminated by the Board (or Committee, as applicable),
this Plan shall terminate at the close of business on May 2, 2000, and no Option
shall be granted under it thereafter, but such termination shall not affect any
Option theretofore granted under the Plan.

<PAGE>

Exhibit 99.7
DELTA WOODSIDE INDUSTRIES, INC.

RESOLUTIONS OF BOARD OF DIRECTORS
AMENDING STOCK OPTION PLAN

The Board of Directors, acting without E. Erwin Maddrey, II and Bettis C.
Rainsford who have abstained (the "Board"), of Delta Woodside Industries, Inc.,
a South Carolina corporation (the "Company"), adopts the following resolutions:

WHEREAS, the best interests of the Company would be served by amending the
Company's Stock Option Plan (the "Plan") to provide the Company with more
flexibility to determine the effects on any option granted under the Plan of the
termination of the relevant participant's employment with the Company or any of
its subsidiaries;

NOW, THEREFORE, BE IT RESOLVED as follows:

1. The third paragraph of section 10 of the Plan is deleted and the
following shall become the third paragraph of section 10 of the Plan:

"At the time of grant of each Option, the Board (or Committee, as
applicable) shall determine, and the written Option agreement or letter shall
set forth, the effect on the Option of the termination of the participant's
employment with the Company or any of its subsidiaries for any reason other than
death or permanent and total disability within the meaning of Section 22(e)(3)
of the Code (or any successor provision). In the discretion of the Board (or
Committee, as applicable), such effect may include immediate termination of the
Option or termination of the Option after expiration of a period of time (which
may not exceed three months or the fixed term of the Option) after such
termination of employment. In no event shall the holder be able to exercise an
Option for more shares than the number of shares for which the Option could have
been exercised at the time the participant ceases to be an employee."

2. The following paranthetical shall be added following the word, "or", at
the end of the second line of the fourth paragraph of section 10 of the Plan:
"(if the Board, or Committee, as applicable, so determines at the time of the
grant)".

Adopted this 7th day of February, 1991.

<PAGE>

Exhibit 99.8
AMENDMENT NO. 1
TO DELTA WOODSIDE INDUSTRIES, INC.
STOCK OPTION PLAN

The Board of Directors (the "Board") of Delta Woodside Industries, Inc., a
South Carolina corporation (the "Company"), with E. Erwin Maddrey, II
abstaining, amends the Delta Woodside Industries, Inc. Stock Option Plan (the
"Plan") as follows:

1. The term "422A(b)(7)" appearing in the third paragraph of Section 5
of the Plan is deleted and replaced with the term "422A(d)", effective as
of the commencement date of the Plan.

2. All references in the Plan to Section 422A of the Internal Revenue
Code are amended to be references to Section 422 of the Internal Revenue
Code, effective as of November 5, 1990.

3. The following sentence is added to Section 6 of the Plan: "In no
event shall the exercise price per share of an Option be less than 50
percent of the fair market value per share of the Company's shares of
common stock on the date the Option is granted".

In all other aspects the Plan shall remain unchanged.

Adopted on August 22, 1991.

<PAGE>

Exhibit 99.9
DELTA WOODSIDE INDUSTRIES, INC.
STOCK OPTION PLAN
1995 AMENDMENT

Effective as of the 1995 Annual Meeting of the Shareholders of Delta
Woodside Industries, Inc., a South Carolina corporation (the "Company"), the
Company's Stock Option Plan, as heretofore amended (the "Plan"), is amended as
follows:

1. Section 4 of the Plan is amended by substituting "600,000" for "300,000"
where that number appears in that Section.

2. In all other respects the Plan shall remain in full force and effect.

3. This amendment shall be effective if it is approved by the requisite
shareholder vote at the 1995 Annual Meeting of Shareholders of the Company.

Effective as of November 9, 1995.

<PAGE>

Exhibit 99.10
DELTA WOODSIDE INDUSTRIES, INC.
STOCK OPTION PLAN
1997 AMENDMENT

Effective as of the 1997 Annual Meeting of the Shareholders of Delta
Woodside Industries, Inc., a South Carolina corporation (the "Company"), the
Company's Stock Option Plan, as heretofore amended (the "Plan"), is amended as
follows:

1. Section 4 (STOCK SUBJECT TO PLAN) of the Plan is amended by substituting
"800,000" for "600,000" where that number appears in that Section.

2. In all other respects the Plan shall remain in full force and effect.

3. This 1997 Amendment shall be effective if the amendment set forth in
Section 1 is approved by the requisite shareholder vote at the 1997 Annual
Meeting of Shareholders of the Company.

Effective as of November 6, 1997.

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