DUCK HEAD APPAREL COMPANY, INC.
                               BOARD OF DIRECTORS
                             RESOLUTIONS RESPECTING
                               AMENDMENT OF BYLAWS

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     The Board of Directors (the "Board") of Duck Head Apparel Company,  Inc., a
Georgia corporation (the "Company"), does hereby adopt the following resolutions
of the Board:

     WHEREAS,  the Company has changed its name from "DH Apparel Company,  Inc."
to "Duck Head Apparel  Company,  Inc." and the Board  believes that it is in the
best interest of the Company and its  shareholders to amend the Company's bylaws
(the "Bylaws") to reflect such name change; and

     WHEREAS,  the Board believes that it is in the best interest of the Company
and its shareholders to amend the Bylaws to clarify when shareholder nominations
of candidates for director of the Company must be submitted;

     NOW THEREFORE, the Board hereby adopts the following resolutions:

     RESOLVED,  that the Bylaws are hereby  amended by  replacing  the words "DH
Apparel Company, Inc." everywhere such words appear in the Bylaws with the words
"Duck Head Apparel Company, Inc."

     RESOLVED,  the first  paragraph of Section 2.13 of the Bylaws  (ending with
the  phrase  "Each  such  notice  shall set  forth:")  is hereby  deleted in its
entirety and replaced with the following:

     "Nominations  for the  election  of  directors  may be made by the Board of
Directors or by any shareholder  entitled to vote for the election of directors.
Any shareholder  entitled to vote for the election of directors at a meeting may
nominate  persons for election as directors only if written notice of the intent
of such shareholder to make such nomination shall be personally  delivered to or
mailed,  postage prepaid, and received at the principal executive offices of the
Corporation   (i)  with  respect  to  an  election  to  be  held  at  an  annual
shareholders'  meeting,  (A)  not  later  than  120  days  prior  to  the  first
anniversary date of the immediately  preceding annual  shareholders'  meeting or
(B) if the Corporation did not hold an annual  shareholders'  meeting during the
preceding year or if the date of the current year's annual shareholders' meeting
has been  changed  by more  than 30 days  from the date of the  previous  year's
meeting,  then not later than 10 days after notice or public  disclosure  of the
date of the annual meeting shall first be given or made to shareholders and (ii)
with respect to an election to be held at a special meeting of shareholders  for
the  election  of  directors,  not  later  than 10 days  after  notice or public
disclosure  of the date of the special  meeting  shall first be given or made to
shareholders. Each such notice shall set forth:"





     RESOLVED,  that the Company  shall cause to be  performed  all such acts as
shall be necessary or  advisable  in order to  accomplish  the purposes of these
resolutions.

     RESOLVED,  that the officers of the Company,  be, and they hereby are, each
authorized, empowered and directed, on behalf of and in the name of the Company,
to do and perform all such acts and things, and to execute,  deliver and/or file
all  such  instruments,   agreements  and  other  documents  (including  without
limitation any notices of the amendment of the Bylaws  provided  herein required
to be filed by  applicable  law or rules  with any  governmental  or  regulatory
agency  and  any  stock  market,   stock  exchange  or  other  self   regulatory
organization  on which the  Company's  securities  are listed or  proposed to be
listed) as they or such  officer may deem  necessary  or desirable to carry into
effect the purposes and intent of the foregoing resolutions,  and to perform all
acts necessary or advisable in order to perform the Company's obligations under,
and to consummate the transactions  contemplated by, any such executed document;
and the execution and/or filing of each such instrument,  agreement and document
shall constitute conclusive evidence of the Board's approval thereof.

     RESOLVED,  that each act consistent with the purposes of these  resolutions
performed  prior to the  execution  of these  resolutions  by any officer of the
Company is hereby ratified.

     RESOLVED,  that the Secretary or any Assistant  Secretary of the Company is
authorized to make such  corrective or minor  modifications  or additions to the
foregoing  resolutions as shall be deemed  necessary or appropriate,  so long as
the resolutions, as so modified or supplemented,  effect the intent and purposes
of these resolutions.

Adopted June 6, 2000.


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