DELTA WOODSIDE INDUSTRIES INC /SC/
<DOCUMENT>
<TYPE>EX-10.6.1
<SEQUENCE>13
<FILENAME>0013.txt
<TEXT>

STATE  OF  SOUTH  CAROLINA               )           TERMINATION  OF
                                         )           STOCK TRANSFER RESTRICTIONS
COUNTY  OF  GREENVILLE                   )           AND RIGHT OF FIRST REFUSAL


     This  Termination of Stock Transfer Restrictions and Right of First Refusal
("Termination  Agreement")  is  made  as  of  this 14th day of June, 2000 by and
between  BETTIS  C. RAINSFORD (hereinafter referred to as "Rainsford") and DELTA
WOODSIDE INDUSTRIES, INC., a South Carolina corporation (hereinafter referred to
as  the  "Corporation").

     WHEREAS,  Rainsford  and  the  Corporation  entered into that certain Stock
Transfer  Restrictions  and Right of First Refusal agreement on February 7, 1991
(the  "Agreement")  pursuant  to which the Corporation acquired a right of first
refusal  on  any shares in the Corporation held by Rainsford at his death and in
consideration  therefor,  the  Corporation  purchased  a  $10,000,000.00  life
insurance  policy  or policies on the life of Rainsford, the proceeds from which
are  payable  to  beneficiaries  specified by Rainsford (collectively, the "Life
Insurance  Policy");  and

     WHEREAS,  Rainsford  and  the  Corporation  determine  that  it is in their
respective  best  interests  to  terminate  the  Agreement  as  provided herein,

     NOW  THEREFORE,  in  consideration  of  the  foregoing  and  other valuable
consideration,  the  receipt  and  sufficiency of which are hereby acknowledged,
Rainsford  and  the  Corporation  agree  as  follows:

     1.     The Corporation hereby provides to Rainsford the election to request
the transfer to Rainsford of the Life Insurance Policy, in connection with which
transfer  Rainsford  would be responsible for the payment of the future premiums
therefor  and would pay to the Corporation  the portion of the last paid premium
on  the  Life  Insurance  Policy  that  is  attributable to any period after the
Distribution  Date  (as  defined  below)  (such portion, the "Prepaid Premium").

     2.     Such  election  by  Rainsford  shall  be made, if at all, in writing
received  by  the  Corporation no later than five (5) business days prior to the
Duck  Head  distribution  date and Delta Apparel distribution date (together the
"Distribution Date") as those terms are defined in the Information Statements of
Duck  Head  Apparel  Company,  Inc.  and  Delta  Apparel,  Inc.  regarding  the
distribution  of  Duck  Head Apparel Company, Inc. stock and Delta Apparel, Inc.
common  stock  to  the  shareholders  of  the  Corporation.  An election form is
attached  hereto  as  Exhibit"A".
                      ---------

     3.     In  the  event  that  Rainsford  so  elects the transfer of the Life
Insurance  Policy  and  assumption of the premium payments with respect thereto,
the  Corporation shall effect such transfer as of the Distribution Date, subject
to  the  receipt  by  the  Corporation  of  payment  by Rainsford of the Prepaid
Premium.


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     4.     Whether  or  not Rainsford elects the transfer of the Life Insurance
Policy,  the Agreement shall automatically terminate as of the Distribution Date
and  shall  thereafter  be  of  no  further force and effect, and, other than as
specifically provided herein, from and after the Distribution Date Rainsford and
the  Corporation  mutually  release  and  discharge  each other from any and all
further  obligations  and liability arising out of or relating to the Agreement.

     5.     Rainsford  acknowledges  that,  if he does not elect the transfer of
the  Life Insurance Policy, as provided in Section 2 above,  and pay the Prepaid
Premium,  the  Corporation  shall  cancel  the  Life  Insurance Policy as of the
Distribution  Date.  Rainsford  agrees  that, in the event of such cancellation,
the  Corporation  shall be entitled to any refund of any premium previously paid
on  the  Life  Insurance  Policy.

     6.     Notwithstanding  any  other provision of this Termination Agreement,
the  parties  agree that, if Rainsford dies prior to the Distribution Date, this
Termination Agreement shall immediately cease upon such death to have any effect
and  the  right  of  the parties shall continue to be governed by the Agreement,
which  in  that  circumstance  shall  continue  in  full  force  and  effect.

     7.     This  Termination Agreement shall be binding upon and shall inure to
the  benefit  of  each  of  the  parties  hereto  and his or its heirs, personal
representatives,  successors  and  assigns.

     IN  WITNESS  WHEREOF,  the  parties  hereto  have executed this Termination
Agreement  as  of  the  date  first  above  written.



RAINSFORD                         THE  CORPORATION

/s/  Bettis  C.  Rainsford        DELTA  WOODSIDE  INDUSTRIES,  INC.
     ---------------------
Bettis  C.  Rainsford
                                  By:   /s/  Jane  H.  Greer
                                        ----------------------------------------
                                             Jane  H.  Greer,  Vice  President


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                                                                       EXHIBIT A
                         ELECTION TO REQUEST TRANSFER OF
                              LIFE INSURANCE POLICY



     Pursuant  to  that  certain  Termination of Stock Transfer Restrictions and
Right  of  First  Refusal  by and between Bettis C. Rainsford and Delta Woodside
Industries,  Inc.  (the  "Corporation")  dated  June  14, 2000 (the "Termination
Agreement"),  I,  Bettis  C.  Rainsford,  hereby request that the $10,000,000.00
aggregate  life  insurance  policy  or  policies  on  my  life  purchased by the
Corporation  be  transferred  to  me and, in connection therewith, I agree to be
responsible for the payment of the future premiums therefor and further agree to
reimburse  the Corporation for the portion of the last paid premium on such life
insurance  policy(ies) that is attributable to any period after the Distribution
Date,  as that term is defined in the Termination Agreement.  I acknowledge that
this  Election  is  subject  to  the  terms  of  the  Termination  Agreement.

Dated:  June  14,  2000

                                   /s/  Bettis  C.  Rainsford
                                   --------------------------
                                        Bettis  C.  Rainsford


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