As filed with the Securities and Exchange Commission on March 6, 2001.

Registration File No. 333-_________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

DUCK HEAD APPAREL COMPANY, INC.
(Exact name of registrant as specified in its charter)

Georgia 58-2510086
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

1020A Barrow Industrial Parkway
Winder, Georgia 30680
(770) 867-3111 (telephone) (770)307-1800 (facsimile)
(Address, including Zip code, and telephone number, including area code,
of registrant's principal executive offices)

Duck Head Apparel Company, Inc. 2000 Stock Option Plan
Duck Head Apparel Company, Inc. Incentive Stock Award Plan
(Full title of plans)

K. Scott Grassmyer, Senior Vice President & Chief Financial Officer
Duck Head Apparel Company, Inc.
1020A Barrow Industrial Parkway
Winder, Georgia 30680
(770) 867-3111
-----------------------------------------------------------------
(Name, address, and telephone number, including area code, of agent for service)

Copies to:
Eric B. Amstutz, Esq.
Wyche, Burgess, Freeman & Parham, P.A.
Post Office Box 728
Greenville, South Carolina 29602-0728
(864) 242-8200 (telephone) (864) 235-8900 (facsimile)

CALCULATION OF REGISTRATION FEE

- -------------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Each Class Amount to Offering Price Aggregate Amount of
of Securities to be Registered be Registered Per Security Offering Price (1) Registration Fee
- --------------------------------------------------------------------------------------------------------------------------------

Common Stock........ 500,000 shares $(1) $837,531.25 $209.38
Common Stock........ 200,000 shares $0.01 $ 2,000 $ 0.50
- --------------------------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 457(h), the exercise price of $1.0625 is used for the
purpose of calculating the registration fee as to 202,500 option shares, the
exercise price of $1.25 is used for the purpose of calculating the registration
fee as to 100,000 option shares, the exercise price of $2.00 is used for the
purpose of calculating the registration fee as to 40,000 option shares and the
average of the high and low prices as reported by the American Stock Exchange of
$2.65 on March 2, 2001 is used for purposes of calculating the registration fee
as to 157,500 option shares with respect to which no exercise price has been
fixed.

The Exhibit Index appears on Page 8 hereof.

PART I: INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION.
----------------

Not included in this Registration Statement but provided or to be
provided to the participants in the following plans (the "Plans") of Duck Head
Apparel Company, Inc. (the "Company") pursuant to Rule 428(b) of the Securities
Act of 1933, as amended (the "Securities Act").

o Duck Head Apparel Company, Inc. 2000 Stock Option Plan; and
o Duck Head Apparel Company, Inc. Incentive Stock Award Plan.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
-----------------------------------------------------------

Not included in this Registration Statement but provided or to be
provided to the Plans' participants pursuant to Rule 428(b) of the Securities
Act.

PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
---------------------------------------

The following documents or portions thereof are hereby incorporated by
reference:

The Company's Annual Report on Form 10-K for the fiscal year ended
July 1, 2000, Commission File No. 001-15585.

The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 2000.

The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended December 30, 2000.

All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended, since the end of the
Company's 2000 fiscal year.

The description of the Company's common stock contained in the
Company's Form 10/A filed with the Securities and Exchange Commission on June 8,
2000, Commission File No. 001-15585.

All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part thereof, from the date of filing of such
documents.

Item 4. Description of Securities.
-------------------------

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------

Sections 14-2-850 through -856 of the Official Code of Georgia, as
amended, (the "Code") relating to permissible, mandatory and court-ordered
indemnification of directors of Georgia corporations in certain instances, are
set forth in Exhibit 99.3 of this Registration Statement and are incorporated
herein by reference.

The Company's Bylaws provide (i) that the Company shall indemnify its
directors and officers (and each person who at its request served as an officer
or director of any other entity) to the fullest extent permitted by the Code (or
any successor provision) and (ii) that the Company shall pay for or reimburse
the reasonable expenses incurred by a director or officer who is a party to a
proceeding because he or she is director or officer of the Company in advance of
a final disposition of the proceeding if the director or officer submits to the
Secretary of the Company a written request that complies with the requirements
of Section 14-2-853 of the Code (or any successor provision).

The Company's Articles of Incorporation filed with the Georgia
Secretary of State on December 10, 1999 provide that, to the fullest extent
permitted by the Code, no director of the Company shall be personally liable to
the Company or its shareholders for monetary damages for any action or omission.
Under Section 14-2-202 of the Code, a Georgia corporation's articles of
incorporation may limit a director's liability to the company or its
shareholders for monetary damages, except liability: (a) for any appropriation,
in violation of the director's duties, of a corporate business opportunity; (b)
for acts or omissions involving intentional misconduct or knowing violation of
the law; (c) for the types of liability set forth in Code Section 14-2-832
(regarding liability for unlawful corporate distributions); and (d) for any
transaction from which the director received an improper personal benefit.

Section 14-2-858 of the Code permits a corporation to purchase and
maintain insurance on behalf of a person who is or was an officer or director.
The Company maintains directors' and officers' liability insurance at this time.

The Duck Head Apparel Company, Inc. 2000 Stock Option Plan (the "Stock
Option Plan") provides for indemnification of members of the Board (or committee
administering the Stock Option Plan) as follows:

"In addition to such other rights of indemnification as they
may have as members of the Board, the members of the Board (and the
Committee, as applicable) shall, to the fullest extent permitted by
law, be indemnified by the Company against the reasonable expenses,
including attorneys' fees and legal costs, 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 or omission in
connection with the Plan or any Option, 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 has been adjudged in such
action, suit or proceeding that such Board or Committee member is
liable for gross negligence or misconduct in the performance of such
member's duties; provided that within 60 days after institution of any
such action, suit or proceeding the Board or Committee member shall in
writing offer the Company the opportunity, at the Company's own
expense, to handle and defend the same."

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------

Not applicable.

ITEM 8. EXHIBITS.
--------

4.1 Articles of Incorporation of the Company: Incorporated by reference to Exhibit 3.1 of the Company's Form 10, Commission
File No. 001-15585.

4.2 Bylaws of the Company: Incorporated by reference to Exhibit 3.2.1 of the Company's Form 10, Commission File No. 001-15585.

4.3 Amendment to Bylaws of the Company adopted January 20, 2000: Incorporated by reference to Exhibit 3.2.2 to the Company's
Form 10, Commission File No. 001-15585.

4.4 Amendment to Bylaws of the Company adopted February 17, 2000: Incorporated by reference to Exhibit 3.2.3 to the Company's
Form 10, Commission File No. 001-15585.

4.5 Amendment to Bylaws of the Company adopted June 6, 2000: Incorporated by reference to Exhibit 3.2.4 to the Company's Form
10, Commission File No. 001-15585.

4.6 Specimen certificate for common stock, par value $0.01 per share, of the Company: Incorporated by reference to Exhibit 4.2
of the Company's Form 10, Commission File No. 001-15585.

4.7 Shareholder Rights Agreement, dated January 27, 2000, by and among the Company and First Union National Bank: Incorporated
by reference to Exhibit 4.3 to the Company's Form 10, Commission File No. 001-15585.

4.8 Amendment No. 1 dated November 29, 2000 to Shareholder Rights Agreement, dated as of January 27, 2000, between
the Company and First Union National Bank, as Rights Agent: Incorporated by reference to Exhibit 4.3.1 to the Company's
Form 8-K filed on December 19, 2000.

5.1 Opinion of Wyche, Burgess, Freeman & Parham, P.A. regarding legality of shares of Duck Head Apparel Company, Inc.

23.1 Consent of KPMG LLP.

23.2 Consent of Wyche, Burgess, Freeman & Parham, P.A.: Contained in Exhibit 5.1.

24.1 Power of Attorney: Contained on the signature page of this Registration Statement.

99.1 Duck Head Apparel Company, Inc. 2000 Stock Option Plan, effective as of February 15, 2000, Amended and Restated August 22,
2000: Incorporated by reference to Exhibit 10.4 to the Company's Form 10-K for the year ended July 1, 2000, Commission
File No. 001-15585.

99.2 Duck Head Apparel Company, Inc. Incentive Stock Award Plan, effective February 15, 2000, Amended and Restated August 22,
2000: Incorporated by reference to Exhibit 10.5 to the Company's Form 10-K for the year ended July 1, 2000, Commission
File No. 001-15585.

99.3 Sections 14-2-850 through -856 of the Official Code of Georgia, as amended.

ITEM 9. UNDERTAKINGS.
------------

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and

(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for

indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, Duck Head Apparel
Company, Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Winder, State of Georgia, on March 5, 2001.

DUCK HEAD APPAREL COMPANY, INC.

By: /s/ K. Scott Grassmyer
--------------------------------------
K. Scott Grassmyer, Senior Vice President
and Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William V. Roberti and K. Scott
Grassmyer, and each of them, as true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement,
and to file the same, with all annexes thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all which said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, may lawfully do, or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and as of the dates indicated:

Signature Title Date

/s/ Robert D. Rockey, Jr. Chairman of the Board & Chief March 5, 2001
Robert D. Rockey, Jr. Executive Officer
(Principal Executive Officer)

/s/ William V. Roberti President, Chief Operating Officer March 5, 2001
William V. Roberti and Director

/s/ K. Scott Grassmyer Senior Vice President & Chief Financial March 5, 2001
K. Scott Grassmyer Officer
(Principal Accounting and Financial Officer)

/s/ C.C. Guy Director March 5, 2001
C.C. Guy

/s/ William F. Garrett Director March 5, 2001
William F. Garrett

/s/ James F. Kane Director March 5, 2001
James F. Kane

Signature Title Date

/s/ A. Max Lennon Director March 5, 2001
A. Max Lennon

/s/ Buck A. Mickel Director March 5, 2001
Buck A. Mickel

/s/ E. Erwin Maddrey II Director March 5, 2001
E. Erwin Maddrey II

/s/ Mark I. Goldman Director March 5, 2001
Mark I. Goldman

INDEX TO EXHBITS CONTAINED HEREIN

Exhibit

5.1 Opinion of Wyche, Burgess, Freeman & Parham, P.A. regarding legality of shares of Duck Head Apparel Company, Inc.

23.1 Consent of KPMG LLP.

23.2 Consent of Wyche, Burgess, Freeman & Parham, P.A.: Contained in Exhibit 5.1.

24.1 Power of Attorney: Contained on the signature page of this Registration Statement.

99.3 Sections 14-2-850 through -856 of the Official Code of Georgia, as amended.