SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

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 Rule 14a-11(c) or Rule 14a-12

Superior Uniform Group, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the 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)(1) 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:
2

SUPERIOR UNIFORM GROUP, INC.
10099 Seminole Boulevard
P.O. Box 4002
Seminole, FL 33775-0002

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 5, 2000

NOTICE IS HEREBY GIVEN that the Annual Meeting of the shareholders of SUPERIOR
UNIFORM GROUP, INC., (the "Company") will be held at the offices of the Company,
10099 Seminole Boulevard, Seminole, Florida, on May 5, 2000 at 10 A.M. (Local
Time) for the following purposes:

1. To elect seven (7) Directors to hold office until the next
annual meeting of shareholders and until their respective
successors are duly elected or appointed and qualified;

2. To ratify the appointment of Deloitte & Touche LLP as
independent auditors for the year 2000; and

3. To transact such other business as may properly come before
the meeting or any adjournment thereof.

The close of business on March 15, 2000 has been fixed as the record date for
the determination of shareholders entitled to notice of and to vote at the
Annual Meeting and any adjournment thereof.

By Order of the Board of Directors,
Seminole, Florida, March 24, 2000 ANDREW D. DEMOTT, JR
Secretary

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IMPORTANT
TO ENSURE YOUR REPRESENTATION AT THIS MEETING PLEASE MARK,
DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT
PROMPTLY. THANK YOU.

- --------------------------------------------------------------------------------

This instrument contains 18 pages.

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SUPERIOR UNIFORM GROUP, INC.
10099 SEMINOLE BOULEVARD
SEMINOLE, FLORIDA 33772

PROXY STATEMENT FOR 2000
ANNUAL MEETING OF STOCKHOLDERS

This Proxy Statement is furnished by the Board of Directors of Superior
Uniform Group, Inc. (the "Company") in connection with the solicitation of
proxies to be voted at the Company's 2000 Annual Meeting of Stockholders, which
will be held at 10:00 a.m. Local Time on May 5, 2000 at the offices of the
Company, 10099 Seminole Boulevard, Seminole, Florida (the "Meeting").

Any proxy delivered pursuant to this solicitation may be revoked, at
the option of the person executing the proxy, at any time before it is exercised
by delivering a signed revocation to the Company, by submitting a later-dated
proxy, or by attending the Meeting in person and casting a ballot. If proxies
are signed and returned without voting instructions, the shares represented by
the proxies will be voted as recommended by the Board of Directors. Shares that
are not voted, either by casting a ballot in person or by returning a signed
proxy, by the stockholders or brokers entitled to vote them, or through
abstention, will not be considered in the final tabulation.

The cost of soliciting proxies will be borne by the Company. In
addition to the use of the mails, proxies may be solicited personally or by
telephone by regular employees of the Company. The Company does not expect to
pay any compensation for the solicitation of proxies, but may reimburse brokers
and other persons holding stock in their names, or in the names of nominees, for
their expenses in sending proxy materials to their principals and obtaining
their proxies. The approximate date on which this Proxy Statement and enclosed
form of proxy has been first mailed to stockholders is March 31, 2000.

The close of business on March 15, 2000 has been designated as the
record date for the determination of stockholders entitled to receive notice of
and to vote at the Meeting. As of March 1, 2000, 7,404,827 shares of the
Company's common stock, par value $.001 per share, (the "Common Stock") were
issued and outstanding. Each stockholder will be entitled to one vote for each
share of Common Stock registered in his or her name on the books of the Company
on the close of business on March 15, 2000 on all matters that come before the
Meeting.

ELECTION OF DIRECTORS

The By-Laws of the Company set the size of the Board of Directors at
not less than three (3) nor more than eight (8). The Board of Directors
currently consists of seven members. Directors hold their positions until the
Meeting at which time the term expires, after their respective successors are
elected and qualified.

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The Board of Directors recommends that seven (7) Directors be elected
at the Meeting to hold office until the Company's annual meeting in 2001 and
until their successors shall be duly elected and qualified or until their
earlier resignation, removal from office, or death. The Board of Directors
unanimously recommends that you vote "FOR" the reelection of Gerald M. Benstock,
Alan D. Schwartz, Michael Benstock, Saul Schechter, Peter Benstock, Manuel
Gaetan, Ph.D. and Sidney Kirschner, as Directors, to serve the term as described
above. See "Management - Directors and Executive Officers" and "Certain
Transactions" for further information on such nominees. In the event any of the
nominees should be unable to serve, which is not anticipated, the proxy
committee, which consists of Directors Gerald M. Benstock, Alan D. Schwartz and
Saul Schechter, will vote for such other person or persons for the office of
Director as the Board of Directors may recommend.

Shareholders may vote for up to seven (7) nominees and the seven (7)
nominees receiving the highest number of votes shall be elected. Shareholders
may not vote cumulatively in the election of Directors.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the names and ages of the Directors and
executive officers and the positions they hold with the Company. Executive
officers serve at the pleasure of the Board of Directors.

NAME AGE POSITION
---- --- --------

Gerald M. Benstock 69 Chairman, Chief Executive Officer, Director and a
member of the Executive Committee.
Alan D. Schwartz 49 Co-President, Director and a member of the Executive
Committee.
Michael Benstock 44 Co-President, Director and a member of the Executive
Committee.
Saul Schechter 66 Executive Vice President, Director and a member of
the Executive Committee.
Peter Benstock 38 Senior Vice President, Director and a member of the
Executive Committee.
Manuel Gaetan, Ph.D. 62 Director and a member of the Audit, Stock Option and
Compensation Committees.
Sidney Kirschner 65 Director and a member of the Audit, Stock Option and
Compensation Committees.
Andrew D. Demott, Jr. 36 Vice President, Treasurer, Chief Financial Officer
and Secretary

Gerald M. Benstock is the Chairman of the Board of Directors and Chief
Executive Officer of the Company. Mr. Benstock has served in these positions for

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more than the past 5 years, and prior to May 1, 1992, served as President of the
Company. Mr. Benstock also has served as a Director of the Company since 1951.

Alan D. Schwartz has served as Co-President of the Company since May 1,
1992. Prior to such date, Mr. Schwartz served as Executive Vice President. Mr.
Schwartz has also served as a Director of the Company since 1981.

Michael Benstock has served as Co-President of the Company since May 1,
1992. Prior to such date, Mr. Benstock served as Executive Vice President of the
Company. Mr. Benstock has also been a Director of the Company since 1985.

Saul Schechter has served as Executive Vice President for more than the
past 5 years and has been a Director of the Company since 1957.

Peter Benstock has served as Senior Vice President since February 7,
1994, formerly Vice President of the Company since May 2, 1990. Mr. Benstock has
also been a Director of the Company since 1990.

Manuel Gaetan, Ph.D., has been a Director of the Company since November
7, 1991. He is President and Chief Executive Officer of MGR Enterprises, Inc.
Prior thereto, Dr. Gaetan was President and C.E.O. of Bobbin Blenheim, Inc.

Sidney Kirschner has been a Director of the Company since September 25,
1996. He has been President and Chief Executive Officer of Northside Hospital,
Inc. since 1992. Prior thereto, he served as Chairman of the Board, President
and Chief Executive Officer of National Service Industries, Inc. He also
currently serves as a director of Fortune Brands, Inc.

Andrew D. Demott, Jr. has served as Vice President, Chief Financial
Officer and Treasurer since June 15, 1998. Mr. Demott also has served as
Secretary since July 31, 1998. Prior to such dates, Mr. Demott served as an
Audit Senior Manager with Deloitte & Touche, LLP since September 1995. Prior to
that date, Mr. Demott was an Audit Manager with Deloitte & Touche LLP since
September 1992.

No family relationships exist between the Company's Directors, nominees
and executive officers, except that Michael Benstock and Peter Benstock are sons
of Gerald M. Benstock, and Alan D. Schwartz is his son-in-law. There are no
arrangements or understandings between any Director or nominee and any other
person concerning service or nomination as a Director.

The Board has Executive, Audit, Stock Option and Compensation
Committees; it does not have a Nominating Committee. The entire Board of
Directors functions as a Nominating Committee, and the Board will consider any
written recommendations from shareholders for positions on the Board of
Directors. Nominations from shareholders should be directed in writing to the
Secretary of the Company.

The current members of the Executive Committee are Messrs. Gerald M.
Benstock, Alan D. Schwartz, Michael Benstock, Peter Benstock and Saul Schechter.
The current members of the Audit, Stock Option and Compensation Committees are
Messrs Manuel Gaetan, Ph.D. and Sidney Kirschner.

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The Board of Directors held four meetings during 1999. Directors are
compensated on the basis of $1,250 quarterly and $1,000 per meeting attended;
Directors attending Audit or Compensation Committee meetings on a day other than
the day of the Directors' meeting receive $300 per meeting of such Committee.

Directors who are full-time employees of the Company receive no extra
compensation for their services as Directors.

The Executive Committee is authorized to act in place of the Board of
Directors during periods between Board meetings. It met sixteen times during the
year.

The Audit Committee held two meetings in 1999. Its principal functions
are: recommending to the Board of Directors engagement or discharge of
independent auditors; reviewing with independent auditors plans for and results
of the audit engagement; considering the degree of independence of the auditors;
considering the range of audit fees; and reviewing the scope, adequacy and the
results of the Company's internal auditing procedures and accounting controls.

The Compensation Committee met twice during the year. Its principal
function is to make recommendations to the Board of Directors with respect to
the compensation of officers and Directors.

The Stock Option Committee met twice during the year. Its principal
function is to make recommendations to the Board of Directors with respect to
the granting of incentive stock options to officers and key employees.

In 1999, each incumbent Director attended a least 75% of all meetings
of the Board and of each committee for which he was a member.

See "Certain Transactions" for additional information on certain
members of management.

SECURITY OWNERSHIP OF MANAGEMENT AND OTHERS

The following table sets forth, as of December 31, 1999, information as
to the beneficial ownership of the Company's Common Stock by (i) each person
known to the Company having beneficial ownership of more than 5% of the
Company's Common Stock, (ii) each Director, (iii) each executive officer and
(iv) all Directors and executive officers as a group:

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SECURITY OWNERSHIP

Amount and Nature of Beneficial Percent of
Name and Address of Beneficial Owner Ownership(1) Class
- ------------------------------------------------------------------------------------------------------------

GERALD M. BENSTOCK 944,164 (2)(3)(4)(8) 12.4%
10099 Seminole Blvd.
Seminole, FL 33772

GERALD M. BENSTOCK and MOCHELLE A. 723,586 (2) 9.5%
STETTNER, as
Trustees under Will of
David L. Benstock
2331 Lehigh Parkway North
Allentown, Pennsylvania 18130

DIMENSIONAL FUND ADVISORS, INC. 687,300 (5) 9.0%
1299 Ocean Avenue
Santa Monica, California 90401

GERALD M. BENSTOCK and MOCHELLE A. STETTNER, as 528,062 (3) 7.0%
Executors under Will of
Jane Benstock
c/o Siben & Siben
90 East Main Street
Bay Shore, New York 11706

FRANKLIN ADVISERS 496,000 (6) 6.5%
777 Mariner's Island Blvd.
San Mateo, CA

T. ROWE PRICE ASSOCIATES, INC. 448,900 (7) 5.9%
100 East Pratt Street
Baltimore, Maryland 21202

ALAN D. SCHWARTZ 199,756 (8) 2.6%
10099 Seminole Boulevard
Seminole, Florida 33772-2539

MICHAEL BENSTOCK 197,722 (8) 2.6%
10099 Seminole Boulevard
Seminole, Florida 33772-2539

SAUL SCHECHTER 162,340 (8) 2.1%
10099 Seminole Boulevard
Seminole, Florida 33772-2539

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PETER BENSTOCK 141,835 (8) 1.9%
10099 Seminole Boulevard
Seminole, Florida 33772-2539

SIDNEY KIRSCHNER 4,000 (8) 0.05%
10099 Seminole Boulevard
Seminole, Florida 33772-2539

MANUEL GAETAN, PH.D. 3,900 (8) 0.05%
10099 Seminole Blvd.
Seminole, Florida 33772-2539

ANDREW D. DEMOTT, JR. 2,500 (8) 0.03%
10099 Seminole Blvd.
Seminole, FL 33772

All Directors and Executive Officers as a
group (8 persons) 2,907,865 (1)(2)(3)(8) 38.3%

- --------------

(1) Except as otherwise indicated, all shares are individually held of record
with sole voting and investment power or held of record by relative(s) of the
named shareholder and the named shareholder has sole or shared voting and
investment power.

(2) Gerald M. Benstock and the trust under will of David L. Benstock may be
deemed "associates" as that term is defined in the rules and regulations
promulgated under the Securities Exchange Act of 1934, as amended. Mr. Benstock
and his sister are co-trustees and remaindermen of the trust under will of David
L. Benstock (their father); the extent of their beneficial interest in or
ownership of the Company Common Shares owned by the trust is indeterminable at
present. None of the shares held by Mr. Benstock and his sister as trustees are
included in the listing for Mr. Benstock.

(3) Gerald M. Benstock and the estate of Jane Benstock may be deemed
"associates" as that term is defined in the rules and regulations promulgated
under the Securities Exchange Act of 1934, as amended. Mr. Benstock and his
sister are co-executors and remaindermen of the estate of Jane Benstock (their
mother); the extent of their beneficial interest in or ownership of the Company
Common Shares owned by the estate is indeterminable at present. None of the
shares held by Mr. Benstock and his sister as executors are included in the
listing for Mr. Benstock.

(4) Includes 75,240 shares held of record by Mr. Benstock's wife and 17,850
shares held by a trust in which Mr. Benstock is the trustee and has sole
investment power and 816,424 shares held by Benstock-Superior Ltd., a limited
partnership owned by a trust in which Mr. Benstock is the sole beneficiary and
trustee with sole investment power. The trust is the general partner of
Benstock-Superior Ltd.

(5) According to a Schedule 13G filed with the Commission, Dimensional Fund
Advisors, Inc. ("Dimensional"), an investment advisor registered under Section
203 of the Investment Advisors Act of 1940, furnishes investment advice to four

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investment companies registered under the Investment Company Act of 1940, and
serves as investment manager to certain other commingled group trusts and
separate accounts. These investment companies, trusts and accounts are the
"Funds". In its role as investment advisor or manager, Dimensional possesses
voting and/or investment power over the securities of the Issuer described in
this schedule that are owned by the Funds. All securities reported in this
schedule are owned by the Funds, and Dimensional disclaims beneficial ownership
of such securities.

(6) According to a Schedule 13G filed with the Commission, Franklin Resources,
Inc. ("Franklin"), a registered investment advisor, is deemed to have beneficial
ownership of 446,000 shares; all such shares are held in the portfolio of
Franklin Advisory Services, Inc. Franklin has sole power to vote and sole
disposition power for all shares.

(7) According to a Schedule 13G filed with the Commission, these securities are
owned by various individual and institutional investors including the T. Rowe
Price Small Cap Value Fund, which owns 398,900 shares, representing 5.1% of the
shares outstanding), which T. Rowe Price Associates, Inc. ("Price Associates")
serves as investment adviser with power to direct investments and/or sole power
to vote the securities. For purposes of the reporting requirements of the
Securities Exchange Act of 1934, Price Associates is deemed to be a beneficial
owner of such securities; however, Price Associates expressly disclaims that it
is, in fact, the beneficial owner of such securities.

(8) The share ownership given for each of the above includes options, some
expiring in 2000, 2001, 2002, 2003 and the balance in 2004, as follows: Mr. G.
M. Benstock - 34,650 shares; Mr. Schwartz - 38,000 shares; Mr. M. Benstock -
38,000 shares; Mr. P. Benstock - 33,250 shares; Mr. Schechter - 33,000 shares;
Dr. Manuel Gaetan - 3,000 shares; Mr. Sidney Kirschner - 3,000 shares and Mr.
Demott - 2,500 shares.

COMPENSATION OF EXECUTIVE OFFICERS

The following table is a summary of the compensation paid or accrued by the
Company for the last three fiscal years, for services in all capacities to the
Chief Executive Officer and the four other executive officers of the Company who
were most highly compensated in the last year.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION
----------------------------------------
LONG TERM
OTHER ANNUAL COMPENSATION OTHER
NAME AND SALARY BONUS COMPENSATION AWARDS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($)(1) ($)(2) OPTIONS (3)(#) ($) (4)
- ------------------ ---- -------- -------- ------------ -------------- ------------

Gerald M. Benstock, 1999 $201,500 $ - $11,750 5,500 shares $294,601
Chairman and CEO 1998 201,500 90,000 11,750 5,500 shares 283,780
1997 201,500 80,000 11,750 6,600 shares 282,140

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Alan D. Schwartz, 1999 250,000 70,000 735 6,000 shares -
Co-President 1998 240,000 90,000 735 6,000 shares -
1997 230,000 92,000 735 7,250 shares -

Michael Benstock, 1999 250,000 70,000 735 6,000 shares -
Co-President 1998 230,000 90,000 735 6,000 shares -
1997 217,500 92,000 735 7,250 shares -

Saul Schechter, 1999 212,000 45,000 735 5,000 shares -
Executive Vice President 1998 204,500 70,000 735 5,000 shares -
1997 196,500 79,000 735 6,000 shares -

Peter Benstock, 1999 170,000 60,000 735 6,000 shares -
Senior Vice President 1998 155,000 75,000 735 6,000 shares -
1997 140,000 75,000 735 7,250 shares -

(1) Cash bonus payments pursuant to an officers bonus pool as determined by the
Compensation Committee and described further in the Report of the
Compensation Committee and Stock Option Committee beginning on page 13 of
the Proxy Statement.

(2) Automobile allowance provided to executive officers.

(3) Options granted in 1997,1998 and 1999 were for a period of five years
expiring on February 6, 2002, February 5, 2003, and February 4, 2004,
respectively, issued under the Company's 1993 Incentive Stock Option Plan.

(4) The Company paid these net premiums under a Split-Dollar Life Insurance
Agreement on behalf of Gerald M. Benstock for the benefit of the Benstock
Family Insurance Trust. On January 14, 1991, the Company entered into a
Split-Dollar Life Insurance Agreement (the "Agreement") with the Benstock
Family Insurance Trust, Michael Benstock and Alan D. Schwartz, Trustees (the
"Trust"), pursuant to which the Company has agreed to advance certain sums
to the Trust, without interest, to be used to pay the premiums on a life
insurance policy obtained from Phoenix Home Life Mutual Insurance Company in
the amount of $10,000,000 on the lives of Gerald M. Benstock and M. Joan
Benstock, his spouse. In 1993, an additional $2,000,000 was added to the
trust under an insurance policy from Massachusetts Mutual Life Ins. Co. on
the life of Gerald M. Benstock. The Trust was established and the policies
obtained for estate planning purposes. Under the terms of the Agreement, the
Company is obligated to advance that portion of the premium relating to Mr.
Benstock, individually, so long as such premiums are payable under the
policy. As of December 31, 1999, the Company had advanced $294,601 in
aggregate for 1999 to the Trust. The Trust has assigned to the Company its
interest in the policy as security for repayment of advances. Advances are
repayable only upon (1) the death of the survivor of Mr. Benstock and his

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spouse, (2) the surrender of the policy by the Trust, or (3) the termination
of the Agreement prior to the death of Mr. Benstock and his spouse.

The following table details stock option grants made by the Company to the Chief
Executive Officer and the four other most highly compensated executive officers
of the Company.

STOCK OPTION GRANTS IN LAST FISCAL YEAR

Potential Realizable
Value at Assumed Annual
Rates of Stock Price
Appreciation for Option
Term (1)
Individual Grants
(a) (b) (c) (d) (e) (f) (g)
- ------------------ ---------- ------------- --------- ---------- ------- --------
# of % of Total
Securities Options
Underlying Granted to Exercise
Options Employees in or Base
Granted Fiscal Price Expiration
Name (#) (2) Year ($/Sh.) Date 5% ($) 10% ($)
- ------------------ ---------- ------------- --------- ---------- ------- -------

Gerald M. Benstock 5,500 3.5% $16.294 2/4/2004 103,981 131,211

Alan D. Schwartz 6,000 3.8% 14.813 2/4/2004 113,433 143,139

Michael Benstock 6,000 3.8% 14.813 2/4/2004 113,433 143,139

Saul Schechter 5,000 3.2% 14.813 2/4/2004 94,528 119,282

Peter Benstock 6,000 3.8% 14.813 2/4/2004 113,433 143,139

(1) Based on five year option term and annual compounding. The 5% and 10%
calculations are set forth in compliance with the Security and Exchange
Commission rules. The Company does not necessarily believe that the
appreciation calculations in compliance with the rules are indicative of
future stock option values.

(2) The grants described in this column were granted by the Company in 1999
pursuant to the Company's 1993 Stock Option Plan. The executive officers are
considered for stock option grants by the Stock Option Committee on the same
basis as all other employees of the Company. The grants are exercisable
until February 4, 2004.

The following table details aggregated stock option exercises in 1999 and
stock option values as of December 31, 1999 for unexercised stock options
held by the Chief Executive Officer and the four other most highly
compensated executive officers of the Company.

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AGGREGATED STOCK OPTION EXERCISES IN 1999
AND STOCK OPTION VALUES AS OF DECEMBER 31, 1999

VALUE OF UNEXERCISED
SHARES NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS AT FY-END
NAME ACQUIRED ON VALUE REALIZED OPTIONS AT FY-END (#) ($)(1)
EXERCISE (#) ($) EXERCISABLE EXERCISABLE
- ------------------ ------------ -------------- --------------------- ------------------------------

Gerald M. Benstock - - 5,500 -
- - 5,500 -
- - 6,600 -
- - 8,850 -
- - 8,200 -

Alan D. Schwartz - - 6,000 -
- - 6,000 -
- - 7,250 -
- - 9,750 -
- - 9,000 -

Michael Benstock - - 6,000 -
- - 6,000 -
- - 7,250 -
- - 9,750 -
- - 9,000 -

Saul Schechter - - 5,000 -
- - 5,000 -
- - 6,000 -
- - 8,000 -
- - 9,000 -

Peter Benstock - - 6,000 -
- - 6,000 -
- - 7,250 -
- - 8,000 -
- - 6,000 -

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(1) At fiscal year end December 31, 1999, the closing stock price was $9.00 per
share on the American Stock Exchange. The numbers shown reflect the value of
unexercised options accumulated between 1995 and 1999. The stock options
described are options granted under the Company's 1993 Stock Option Plan.

Since 1942, the Company has had a retirement plan (the "Basic Plan") which has
been qualified under the Internal Revenue Code. The Basic Plan is a "defined
benefit" plan, with benefits normally beginning at age 65, is non-contributory
by an employee, and the Company's contributions are not allocated to the account
of any particular employee. All employees of the Company (except employees
included in a retirement plan negotiated as part of a union contract) are
eligible to participate in the Basic Plan. The Company also commenced effective
November 1, 1994, the Superior Uniform Group, Inc. Supplemental Pension Plan
(the "Supplemental Plan") available to certain eligible employees of the
Company. Retirement benefits available under the Supplemental Plan are based on
the same provisions as in the qualified plan but ignore the salary limitations
imposed by the Internal Revenue Service ($160,000 in 1999). Accordingly, all
eligible employees, regardless of earnings, will receive exactly the same
formula distribution upon retirement. The following table shows estimated annual
retirement benefits for the Basic Plan and Supplemental Plan (the "Plan")
combined, which are payable to employees of the Company upon retirement in
specified compensation and years of service classifications.

PENSION PLAN TABLE

TOTAL YEARS OF SERVICE AT RETIREMENT (AGE 65 IN 2005)
-------------------------------------------------------
REMUNERATION 10 15 20 25 OR MORE
-------------------------------------------------------

(2000)

$125,000 $13,436 $20,154 $ 26,872 $ 33,590

150,000 16,686 25,029 33,372 41,715

175,000 19,936 29,904 39,872 49,840

200,000 23,186 34,779 46,372 57,965

225,000 26,436 39,654 52,872 66,090

250,000 29,686 44,529 59,372 74,215

300,000 36,186 54,279 72,372 90,465

350,000 42,686 64,029 85,372 106,715

400,000 49,186 73,779 98,372 122,965

450,000 55,686 83,529 111,372 139,215

500,000 62,186 93,279 124,372 155,465

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The above table shows a projected annual single life annuity with
annual retirement benefits which would accrue for various periods of employment
at various compensation levels, assuming constant earnings in all future years,
continuous employment until age 65, and no change in 1999 Covered Compensation
Level. The Plan provides benefits based on years of service and earnings above
and below the covered Compensation Base. The normal monthly retirement benefit
is 17.5% of an employee's average monthly compensation during the highest paid
five years of the ten years immediately preceding retirement up to his Covered
Compensation Base plus 32.5% of such average monthly compensation in excess of
his Covered Compensation Base, reduced in the event such employee has less than
25 years of service. An employee's compensation includes over-time pay,
commissions and any bonus received and therefore includes executive officers
compensation as described in Salary and Bonus in the Summary Compensation Table
shown above. Of the five most highly compensated executive officers, Mr. G.
Benstock and Mr. Schechter have the maximum years of service credited and Mr.
Schwartz, Mr. M. Benstock and Mr. P. Benstock have 25, 21 and 17 years service
respectively credited under the Plan. The Basic Plan was amended as of November
1, 1989. Prior to the amendment, the Basic Plan provided benefits based on years
of service and earnings in excess of the Covered Compensation Base (the wage
bases on which maximum Social Security taxes are payable). Benefits accrued to
November 1, 1989, under the Basic Plan prior to the recent amendment would be
paid, if higher than the sums set forth above.

REPORT OF THE COMPENSATION COMMITTEE AND STOCK OPTION COMMITTEE

The information contained in this section and the following
"Performance Graph" are not deemed to be "soliciting material" or to be "filed"
with the Commission or subject to Regulation 14A under the Securities Exchange
Act of 1934, or to the liabilities of Section 18 of the Securities Exchange Act
of 1934.

The following report was prepared by independent Directors Sidney
Kirschner and Manuel Gaetan, Ph.D., as the members of the Company's Compensation
Committee and Stock Option Committee:

Annual compensation (other than stock option grants) for the executive
officers of the Company are determined by the Compensation Committee of the
Company. Stock option grants will be made pursuant to the Company's 1993
Incentive Stock Option Plan, at the discretion of the Stock Option Committee, to
the Company's officers and other key employees. The usual components of the
annual compensation paid to all of the Company's executive officers are (i) base
salary; (ii) a cash bonus awarded pursuant to an informal bonus pool arrangement
for Company officers as established by the Compensation Committee; (iii)
allocations of contributions made by the Company to the respective accounts of
the executive officers under its pension plans; (iv) stock option grants awarded
by the Stock Option Committee; (v) a car allowance; and (vi) for the Chief
Executive Officer, advances pursuant to the Split Dollar Insurance arrangement
described in footnote 4 of the summary compensation table of this Proxy
Statement. Each of these components of annual compensation are determined based
upon a variety of factors, most of which are subjective.

The base salaries of the Chief Executive Officer and all other
executive officers of the Company are determined each year by the Compensation
Committee based on factors and criteria consisting of comparison of similarly
situated officers of similar companies, comparison of similarly situated
officers of companies of similar

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15

size in the locale of the Company, years of service, assigned responsibilities,
individual performance, growth of the Company, profitability of the Company and
increases in the cost of living. In this connection, each year the Compensation
Committee determines, after consultation with the Chief Executive Officer and
other executive officers, an overall goal by which the aggregate amount of base
salary increases for all employees of the Company, including the Chief Executive
Officer and all other executive officers are not generally exceeded. Within such
overall goal, individual allocations are then made within each department of the
Company such that the aggregate base salaries paid to each member of that
department generally comply with the target levels for that department.
Generally, the same allocations within the same overall goal is made by the
Compensation Committee with respect to the Chief Executive Officer and the other
executive officers of the Company.

During the first quarter of each fiscal year of the Company, the
Compensation Committee establishes the guidelines for an informal bonus pool in
which the Chief Executive Officer, all executive officers and all corporate
managers are entitled to participate with a bonus, based upon varying
percentages of the base salaries of all executive officers and all corporate
managers of the Company, linked to annual pre-tax earnings as a percentage of
annual net sales on a graduated basis. Individual allocations are then made by
the Compensation Committee with respect to all executive officers of the
Company, including the Chief Executive Officer. Criteria and factors for the
individual allocations are based on responsibilities, individual performance and
direct and indirect contribution to the profitability of the Company.

Inasmuch as each of the Company's pension plans cover all full-time
employees (as defined in the Plan) of the Company, awards to all the executive
officers under such plan are made on the same basis as are awards of all other
participants.

Stock option grants to all executive officers and other key employees
of the Company, including the Chief Executive Officer, are made at the
discretion of the Stock Option Committee pursuant to the Company's Stock Option
Plan. Factors and criteria used by the Stock Option Committee in the award of
stock options included individual responsibilities, individual productivity,
individual performance, direct and indirect contribution to the profitability of
the Company. Any benefits derived from each stock option granted under the Stock
Option Plan is directly attributable to any future increase in the value of the
Company's common stock.

The automobile allowance awarded to each of the 5 most highly
compensated executive officers of the Company has remained similar for the last
3 fiscal years of the Company. The automobile allowance is relatively minimal
and is the same for each such executive officer. The allowance awarded to the
Chief Executive Officer recognizes the title, function and responsibilities of
the Chief Executive Officer and the manner in which he represents the Company.

Except with respect to the car allowance and the advances made annually
to the split dollar insurance arrangement on behalf of the Chief Executive
Officer, all other annual compensation awarded to the Chief Executive Officer
was done on a similar basis, and with similar factors and criteria, as employed
with respect to all other executive officers of the Company.

BY: Manuel Gaetan, Ph.D., and Sidney Kirschner

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PERFORMANCE GRAPH

COMPARISON OF FIVE YEAR CUMULATIVE RETURN* AMONG SUPERIOR UNIFORM
GROUP, INC., S&P 500 INDEX AND S&P TEXTILE APPAREL MANUFACTURERS
INDEX**

The following graph, based on data provided by Standard & Poor, shows
changes in the value of $100 invested in December 31, 1994 of: (a) shares of
Company common stock; (b) the S&P 500 Index; and (c) the S&P Textile Apparel
Manufacturers Index. Total shareholder returns from each investment can be
calculated from the year-end investment values shown in the table beneath the
graph provided below.

COMPANY/INDEX DEC 94 DEC 95 DEC 96 DEC 97 DEC 98 DEC 99
- ----------------------------------------------------------------------------------------

SUPERIOR UNIFORM GROUP 100 79.60 115.40 141.35 132.57 86.15
S&P 500 INDEX 100 137.58 169.17 225.60 290.08 351.12
TEXTILES (APPAREL) 500 100 112.31 154.30 166.40 144.00 107.47

* Total return assumes reinvestment of dividends.

** Fiscal year ending December 31st.

Note: The stock price performance shown on the graph above is not
necessarily indicative of future price performance.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Company's Compensation Committee and the Stock
Option Committee are Sidney Kirschner and Manuel Gaetan, Ph.D. Neither
individual has at any time been an officer of the Company.

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17

CERTAIN TRANSACTIONS

As authorized by Section 607.0850(12) of the Florida Business
Corporation Act, the Company maintains insurance to indemnify it and its
Directors and officers from certain liabilities to the extent permitted by law;
such insurance is in the face amount of $10,000,000 with Federal Insurance
Company, under contract dated August 27, 1997 at an annual premium of $84,375.
No sums have been paid or sought under any such indemnification insurance.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's Directors, officers and holders of more than 10% of the Company's
Common Stock to file with the Securities and Exchange Commission initial reports
of ownership and reports of changes in ownership of Common Stock and any other
equity securities of the Company. To the Company's knowledge, based solely upon
a review of the forms and reports filed with the Company by such persons, all
such Section 16(a) filing requirements were complied with in 1999.

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors has, subject to ratification by the Company's
shareholders, appointed Deloitte & Touche LLP, independent certified public
accountants, to audit the financial statements of the Company for the year
ending December 31, 2000; said firm has served as the Company's auditors for
more than 30 years. The appointment was made on the recommendation of the Audit
Committee.

The Company expects representatives of Deloitte & Touche LLP to be
present at and available to respond to appropriate questions at the Annual
Meeting. Representatives of Deloitte & Touche LLP will have the opportunity to
make a statement if they so desire.

Stockholder ratification of the Company's independent certified public
accountants is not required by the Company's By-Laws or otherwise. The Board of
Directors has elected to seek such ratification as a matter of good corporate
practice and unanimously recommends a vote "FOR" such ratification of the
appointment of Deloitte & Touche LLP, independent certified public accountants,
to serve as the Company's auditors for the year 2000. If the shareholders do not
ratify this appointment, the Audit Committee will consider recommending to the
Board of Directors the appointment of other auditors.

OTHER BUSINESS

Management of the Company does not know of any other business that may
be presented at the Meeting. If any matter not described herein should be
presented for stockholder action at the Meeting, the persons named in the
enclosed Proxy will vote the shares represented thereby in accordance with their
best judgment.

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18

STOCKHOLDER PROPOSALS FOR
PRESENTATION AT THE 2001 ANNUAL MEETING

If a shareholder desires to present a proposal for action at the annual
meeting of shareholders to be held in 2001, and such proposal conforms to the
rules and regulations of the Securities and Exchange Commission and is in
accordance with other federal laws as well as the laws of the State of Florida,
such proposal must be received by the Company by November 30, 2000, to be
included in the Company's Proxy Statement and proxy for such 2001 meeting. In
addition, the proxy solicited by the Board for the 2001 annual meeting will
confer discretionary authority to vote on any stockholder proposal presented at
that meeting unless the Company receives notice of such proposal not later than
February 13, 2001.

By Order of the Board of Directors

ANDREW D. DEMOTT, JR.
Secretary

Dated: March 24, 2000

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19

[SUPERIOR UNIFORM GROUP, INC. LOGO]

SUPERIOR UNIFORM GROUP, INC.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

The undersigned hereby appoints GERALD M. BENSTOCK, SAUL SCHECHTER, and ALAN D.
SCHWARTZ, or any one of them, as proxies with full power of substitution, to
represent and to vote the shares of the undersigned at the Annual Meeting of
Shareholders to be held at 10 A.M. (local time) on Friday, May 5, 2000 at the
offices of the Company, 10099 Seminole Blvd., Seminole, Florida, and at any
adjournment or postponement thereof, as instructed on the reverse side.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PLEASE MARK
PROPOSALS 1 AND 2 YOUR VOTES
AS INDICATED IN [X]
THIS EXAMPLE

PROPOSAL 1. To elect seven Directors as set forth WITHHOLD
in the Proxy Statement: FOR FOR ALL
Gerald M. Benstock, Alan D. Schwartz, Michael [ ] [ ]
Benstock, Saul Schechter, Peter Benstock,
Manuel Gaetan and Sidney Kirschner.

Instructions: To withhold authority to vote for
any individual nominee(s), write that nominee's
name in the space provided below.

__________________________________________________

PROPOSAL 2. To ratify the appointment of FOR AGAINST ABSTAIN
Deloitte & Touche LLP as the Company's [ ] [ ] [ ]
independent auditors for the year 2000.

OTHER BUSINESS. The Proxies are FOR AGAINST ABSTAIN
authorized to vote in their discretion [ ] [ ] [ ]
upon such other business as may
properly come before the meeting and
any adjournment or postponement thereof.

Please check this box if you plan to attend the Meeting of Shareholders [ ]

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1 AND 2.

________________________________________________________________________________

________________________________________________________________________________
Signature(s)

Note: Please sign your name exactly as it appears at left. When signing as
attorney, executor, administrator, trustee, guardian or corporate officer,
please give your full title as such.
Please sign, date and return this proxy promptly in the enclosed business reply
envelope.