As filed with the Securities and Exchange Commission on May 17, 2001.

Registration File No. 333-_________

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

DELTA APPAREL, INC.
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(Exact name of registrant as specified in its charter)

Georgia 58-2508794
- -------------------------------- -------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

2750 Premiere Parkway, Suite 100
Duluth, Georgia 30097
(678) 775-6900 (telephone) (678) 775-6999
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(facsimile) (Address, including Zip code, and telephone number, including
area code, of registrant's principal executive offices)

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

Herbert M. Mueller, Chief Financial Officer
Delta Apparel, Inc.
2750 Premiere Parkway, Suite 100
Duluth, Georgia 30097
(678) 775-6900
-----------------------------------------
(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
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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
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Common Stock........ 500,000 shares $15.69(1) $6,889,626.50 $1,722.41
Common Stock........ 200,000 shares $0.01 $2,000.00 $0.50
- ------------------------------------------------------------------------------------------------------------------------------------

(1) Pursuant to Rule 457(h), the exercise price of $9.313 is used for the
purpose of calculating the registration fee as to 145,500 issued shares and
the exercise price of $12.25 is used for the purpose of calculating the
registration fee as to 8,000 issued shares and the average of the high and
low prices as reported by the American Stock Exchange of $15.69 on May 14,
2001 is used for purposes of calculating the registration fee as to 346,500
unissued shares.

The Exhibit Index appears on Page 7 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 Delta Apparel, Inc.
(the "Company") pursuant to Rule 428(b) of the Securities Act of 1933, as
amended (the "Securities Act").

o Delta Apparel, Inc. 2000 Stock Option Plan; and
o Delta Apparel, 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. 001-15583.

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.

The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2001.

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. 001-15583.

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.
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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 does not maintain directors' and officers' liability insurance at this
time.

The Delta Apparel, 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. 001-15583.

4.2 Bylaws of the Company: Incorporated by reference to Exhibit 3.2.1 of the
Company's Form 10, Commission File No. 001-15583.

4.3 Amendment to Bylaws of the Company adopted February 20, 2000: Incorporated
by reference to Exhibit 3.2.2 to the Company's Form 10, Commission File No.
001-15583.

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.
001-15583.

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.
001-15583.

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. 001-15583.

5.1 Opinion of Wyche, Burgess, Freeman & Parham, P.A. regarding legality of
shares of Delta Apparel, 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 Delta Apparel, Inc. 2000 Stock Option Plan, effective as of February 15,
2000, Amended and Restated March 15, 2000: Incorporated by reference to
Exhibit 10.4 to the Company's Form 10, Commission File No. 001-15583.

99.2 Delta Apparel, Inc. Incentive Stock Award Plan, effective February 15,
2000, Amended and Restated March 15, 2000: Incorporated by reference to
Exhibit 10.5 to the Company's Form 10, Commission File No. 001-15583.

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

ITEM 9. UNDERTAKINGS.
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(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, Delta Apparel, 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 Duluth, State of Georgia, on ____________, 2001.

DELTA APPAREL, INC.

By: /s/ Herbert M. Mueller
----------------------------------------
Herbert M. Mueller, Sr. 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 Robert W. Humphreys and Herbert M.
Mueller, 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

____________________ Chairman of the Board ___________, 2001
E. Erwin Maddrey II

____________________ President, Chief Executive Officer ___________, 2001
Robert W. Humphreys and Director (Principal Executive Officer)

____________________ Sr. Vice President & Chief Financial ___________, 2001
Herbert M. Mueller Officer
(Principal Accounting and Financial Officer)

____________________ Director ___________, 2001
C.C. Guy

____________________ Director ___________, 2001
William F. Garrett

____________________ Director ___________, 2001
James F. Kane

Signature Title Date

____________________ Director ___________, 2001
A. Max Lennon

____________________ Director ___________, 2001
Buck A. Mickel

INDEX TO EXHBITS CONTAINED HEREIN

Exhibit

5.1 Opinion of Wyche, Burgess, Freeman & Parham, P.A. regarding legality of
shares of Delta Apparel, 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.