(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:

(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

---

---

1.	Election of the eight nominees named in the Proxy Statement to the Board of Directors to serve until the 2012 annual meeting of shareholders or until their successors are duly elected and qualified;

2.	Re-approval of the Company's Short-Term Incentive Compensation Plan;

3.	Advisory vote on the compensation of the Company's named executive officers;

4.	Advisory vote on the frequency of future advisory votes on the compensation of the Company's named executive officers;

5.	Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm ("independent auditors") for the fiscal year ending June 30, 2012;

6.	Action upon such other matters, if any, as may properly come before the meeting.

---

---

1.	The election of the following eight nominees to the Board of Directors to serve until the 2012 annual meeting of shareholders or until their successors are duly elected and qualified;

2.	The re-approval of the Company's Short-Term Incentive Compensation Plan;

3.	Advisory vote on the compensation of the Company's named executive officers;

4.	Advisory vote on the frequency of future advisory votes on the compensation of the Company's named executive officers; and

5.	Ratification of the appointment of Ernst & Young LLP ("E&Y") as our independent auditors.

1.	FOR each of the eight director nominees to the Board ("Proposal No. 1");

2.	FOR the re-approval of the Company's Short-Term Incentive Compensation Plan ("Proposal No. 2");

3.	FOR the approval of the compensation of the company's named executive officers ("Proposal No. 3");

---

4.	FOR the approval of an annual shareholder advisory vote on the approval of the compensation of the Company's named executive officers ("Proposal No. 4"); and

5.	FOR the ratification of the appointment of E&Y as our independent auditors for the fiscal year ending June 30, 2012 ("Proposal No. 5").

1.	By internet at www.proxyvote.com;

2.	By toll-free telephone at 1-800-690-6903;

3.	By completing and mailing your proxy card; or

4.	By written ballot at the Annual Meeting.

---

1.	Entering a new vote by internet or telephone;

2.	Returning a later-dated proxy card;

3.	Sending written notice of revocation to Martha M. Watson, Corporate Secretary, at the Company's address of record, which is 322 S. Main Street, Greenville, South Carolina 29601; or

4.	Completing a written ballot at the Annual Meeting.

---

---

---

---

---

---

---

---

---

---

---

---

a)	The full Board oversees strategic, financial and execution risks and exposures associated with the annual plan and other current matters that may present material risk to the Company’s operations, plans, prospects or reputation; acquisitions; and executive management succession planning.

b)	The Audit Committee oversees risks associated with financial matters, particularly financial reporting, tax, accounting, disclosure, internal control over financial reporting, financial policies, credit and liquidity matters and compliance with legal and regulatory matters including environmental matters.

c)	The Compensation Committee oversees risks and rewards associated with the Company’s attraction and retention of

---

d)	The Corporate Governance Committee oversees risks associated with company governance, including Delta Apparel’s code of ethics, director succession planning, and the structure and performance of the Board and its committees.

---

(1)

The information set forth above is based on a Schedule 13F-HR that was filed by FMR LLC (“FMR”) with the Securities and Exchange Commission on August 15, 2011 with respect to our common stock. In Amendment No. 7 to Schedule 13G that was filed by FMR with the Securities and Exchange Commission on February 14, 2011 with respect to the Company's common stock, FMR reported that Fidelity Management & Research Company (“Fidelity”), which has the same business address as FMR, is a wholly-owned subsidiary of FMR and is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. As a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940, Fidelity is the beneficial owner of all of the shares reported above. The Schedule 13G/A reported that one investment company, Fidelity Low Priced Stock Fund, owns all shares set forth above. The Schedule 13G/A reported that Edward C. Johnson III and FMR, through its control of Fidelity, and the funds each has sole power to dispose of the 852,200 shares. Members of the family of Edward C. Johnson III are the predominant owners, directly or through trusts, of Series B shares of common stock of FMR. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement with the other holders of all of the other Series B shares under which all Series B shares will be voted in accordance with the majority vote of Series B shares. Accordingly, through their ownership of voting common stock and the execution of the shareholders' voting agreement, they may be deemed to form a controlling group with respect to FMR. The Schedule 13G/A indicates

---

(2)

The information set forth above is based on a Schedule 13F-HR that was filed by Franklin Resources, Inc. (“FRI”) with the Securities and Exchange Commission on August 12, 2011 with respect to the Company's common stock. In Amendment No. 5 to Schedule 13G that was filed by FRI with the Securities and Exchange Commission on February 6, 2009 with respect to the Company's common stock, FRI reported that the shares are beneficially owned by one or more investment companies or other managed accounts that are advised by direct and indirect investment advisory subsidiaries of FRI. The Schedule 13G/A reported that the advisory contracts grant to the applicable investment advisory subsidiary(ies) all investment and/or voting power over the securities owned by their investment advisory clients. Accordingly, such subsidiary(ies) may be deemed to be the beneficial owner of the shares shown in the table. The Schedule 13G/A reported that Charles B. Johnson and Rupert H. Johnson, Jr. (the “FRI Principal Shareholders”) (each of whom has the same business address as FRI) each own in excess of 10% of the outstanding common stock and are the principal shareholders of FRI and may be deemed to be the beneficial owners of securities held by persons and entities advised by FRI subsidiaries. The Schedule 13G/A reported that one of the investment advisory subsidiaries, Franklin Advisory Services, LLC (whose address is One Parker Plaza, Ninth Floor, Fort Lee, New Jersey 07024), has sole voting and dispositive power with respect to all of the shares shown. FRI, the FRI Principal Shareholders and the investment advisory subsidiaries disclaim any economic interest or beneficial ownership in the shares and are of the view that they are not acting as a “group” for purposes of the Securities Exchange Act of 1934, as amended. The Schedule 13G/A reported that Franklin Microcap Value Fund, a series of Franklin Value Investors Trust, a company registered under the Investment Company Act of 1940, has an interest in more than 5% of the class of securities reported.

(3)

The number of shares currently held by Dimensional Fund Advisors LP (formerly Dimensional Fund Advisors Inc.) (“Dimensional”) is based on a Schedule 13F-HR that was filed by Dimensional with the Securities and Exchange Commission on August 9, 2011. In the Schedule 13F-HR, Dimensional reported that it has sole voting power with respect to 708,256 of these shares, and no voting power as to 1,068 of these shares. In an Amendment to Schedule 13G that was filed by Dimensional with the Securities and Exchange Commission on February 11, 2011, Dimensional reported that it furnishes investment advice to four investment companies and serves as investment manager to certain other commingled group trusts and separate accounts. The Schedule 13G/A reported that all of the shares of the Company's common stock were owned by such investment companies, trusts or accounts. The Schedule 13G/A reported that Dimensional disclaims beneficial ownership of such securities.

(4)

The information set forth above is based on a Schedule 13F-HR that was filed by Aegis Financial Corporation (“Aegis”) with the Securities and Exchange Commission on August 15, 2011 with respect to our common stock. In a Schedule 13G that was filed by Aegis with the Securities and Exchange Commission on February 12, 2010 with respect to the Company's common stock, Aegis reported that it and Scott L. Barbee (who has the same business address as Aegis) have sole power to vote and/or dispose of the shares disclosed above. The Schedule 13G reported that clients of Aegis Financial Corporation, a registered investment adviser, including two investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends and proceeds from the sale of shares. The Schedule 13G reported that the Aegis Value Fund, a registered investment company, has an interest in more than 5% of the class of securities reported.

(5)	The information set forth above is based on a Schedule 13G/A that was filed by Wilen Management Company, Inc. (“Wilen”) with the Securities and Exchange Commission on January 28, 2011 with respect to our common stock. Wilen reported that it has sole power to vote and/or dispose of the shares disclosed above.

(6)	Mr. Maddrey is a Director of Delta Apparel, Inc. The number of shares shown as beneficially owned by Mr. Maddrey includes 172,588 shares held by the E. Erwin and Nancy B. Maddrey, II Foundation, a charitable trust, as to which shares Mr. Maddrey holds sole voting and investment power but disclaims beneficial ownership.

(7)	Includes all shares deemed to be beneficially owned by any current director or executive officer.

---

---

•	total net sales increased 12.0% over fiscal year 2010 to $475.2 million;

•	gross profit dollars increased 15.3% over fiscal year 2010 to $118.2 million;

•	operating income increased 25.5% over fiscal year 2010 to $25.3 million;

•	net income increased 42.2% over fiscal year 2010 to $17.3 million;

•	return on capital employed (as defined by the Company), a key measure in our incentive plans, improved to 11.7% from 10.2% in fiscal year 2010;

•	share price increased from $13.94 (closing price on the last trading day of fiscal year 2010) to $17.27 (closing price on the last trading day of fiscal year 2011, for a total return to shareholders of 23.9%.

•	Completed the acquisition of The Cotton Exchange, a $20 million branded apparel company with a strong reputation for selling USA made collegiate products to college bookstores, and began the integration of this business as the college bookstore division within M.J. Soffe.

•	Obtained the exclusive license for Salt Life branded apparel, headwear, decals, bags and accessories, along with the website www.saltlife.com, which should further expand the Company's branded apparel lines and distribution channels.

•	Increased total manufacturing capacities by approximately 15% through expansion of the Honduran textile facility, Ceiba Textiles, to support expected future growth and further leverage fixed manufacturing costs.

•	Secured new loan agreements in the United States and Honduras, which increases the Company's borrowing capacity to provide long-term financing in support of our future growth plans.

---

•	Attract and retain highly qualified executive officers and key managers;

•	Motivate our executive officers to make greater personal contributions to help the Company achieve its strategic, financial and operational objectives;

•	Align our executive officers' interests with those of our shareholders; and

•	Favor performance-based compensation that is aggressive, but achievable without excessive risk taking.

---

•	Base salary, which is intended to compensate executives for their primary responsibilities and individual contribution;

•	Performance-based cash incentives, which are intended to link annual incentive compensation with annual performance achievements and financial results;

•	Long-term equity incentives, which are intended to link long-term incentive compensation with the Company's long-term value creation; and

•	Other employee benefits provided to all full-time U.S. employees.

---

---

---

---

---

---

---

(1)

Amounts do not reflect compensation actually received by the named executive officer. Instead, the amounts shown are the aggregate grant date fair value of option awards computed in accordance with FASB ASC Topic 718. The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. The grants made pursuant to the Company’s Incentive Stock Award Plan include tax assistance that is paid by the Company. The grant date fair value of these awards is increased by 75%, the approximate value of the tax assistance. The assumptions used in calculating compensation costs are described more fully in Footnote 12 in the Company’s financial statements in the Form 10-K for the year ended July 2, 2011, as filed with the SEC. See the Grants of Plan-Based Awards table for further information on options granted in fiscal year 2011.

(2)	This column represents the amounts earned by the named executive officer in fiscal years 2011, 2010 and 2009 pursuant to the Company’s Short-Term Incentive Compensation Plan. Additional information regarding the potential threshold, target and maximum payouts underlying the Non-Equity Incentive Plan Compensation column is included in the Grants of Plan-Based Awards table.

(3)	This column represents the matching contributions by the Company to the Company’s 401(k) savings plan. The Company’s named executive officers do not receive perquisites that would exceed an aggregate of $10,000 each.

(4)

The amount shown includes the aggregate grant date fair value of both service and performance-based awards, with the performance-based award using the probable outcome of the performance conditions as of the grant date, which was assumed to be the target amount. If the amount was calculated assuming the highest level of performance conditions were met, the grant date fair value for grants would be $357,366.

(5)

The amount shown includes the aggregate grant date fair value of both service and performance-based awards, with the performance-based award using the probable outcome of the performance conditions as of the grant date, which was assumed to be the target amount. If the amount was calculated assuming the highest level of performance conditions were met, the grant date fair value for grants would be $283,080 each for Ms. Merrill, Ms. Watson and Mr. Spires.

---

(1)	The non-equity incentive plan information represents our 2011 annual incentives under our Short-Term Incentive Compensation Plan.

(2)	The equity incentive plan information includes the performance-vesting portions of the stock option grants made under our Stock Award Plan. At the target level, the performance-based portion represents 40% of the total long-term incentive grant.

(3)	This column includes the number of time-vesting options granted under our Stock Award Plan and 2010 Stock Plan.

(4)

The options granted under the Stock Award Plan have an exercise price of $0.01 pursuant to the plan. The options granted under the 2010 Stock Plan would normally have had an exercise price based on the closing price of the Company's common stock on the date of grant. However, due to an administrative error, an option granted on October 25, 2010 under our Stock Option Plan was deemed invalid as the Stock Option Plan had expired. As such, a new option was granted under the 2010 Stock Plan on February 2, 2011 with the same terms, including exercise price, as the option that was deemed invalid.

(5)	The aggregate grant date fair value of the grants was computed in accordance with ASC Topic 718. The attainment of target level for the performance-based grants was deemed probable at the date of grant and was therefore used to calculate the aggregate grant date fair value.

(6)	The Short-Term Incentive Compensation Plan states that no participant in the plan shall receive compensation pursuant to the plan in excess of $1,500,000 during any calendar year.

(7)

Ms. Watson’s cash bonus target amount is $100,000 based on the performance of the Company as a whole and $50,000 based on the performance of the Junkfood Clothing business unit. The plan for the Company as a whole has a maximum payout of 300%; however, the plan based on the business unit does not have a maximum. The Short-Term Incentive Compensation Plan, however, states that no participant in the plan shall receive compensation pursuant to the plan in excess of $1,500,000 during any calendar year.

(8)

Mr. Cochran's cash bonus target amount is $25,000 based on the performance of the Company as a whole and $155,000 based on the performance of the Delta Activewear business unit. The plan for the Company as a whole has a maximum payout of 300%; however, the plan based on the business unit does not have a maximum. The Short-Term Incentive Compensation Plan, however, states that no participant in the plan shall receive compensation pursuant to the plan in excess of $1,500,000 during any calendar year.

(9)

Mr. Spires’ cash bonus target amount is $25,000 based on the performance of the Company as a whole and $147,500 based on the performance of the M.J. Soffe business unit. The plan for the Company as a whole has a maximum payout of 300%; however, the plan based on the business unit does not have a maximum. The Short-Term Incentive Compensation Plan, however, states that no participant in the plan shall receive compensation pursuant to the plan in excess of $1,500,000 during any calendar year.

---

(1)

In accordance with his employment agreement, Mr. Humphreys received an award of 60,000 options granted under the Stock Award Plan that vest equally over two years. One-half of the grant vested and was exercised on September 1, 2010, the date the Company filed its Annual Report on Form 10-K for the year ended July 3, 2010. The remaining options vested and were exercised on September 1, 2011, the day the Company filed its Annual Report on Form 10-K for the year ended July 2, 2011.

(2)	These options, granted under the Stock Option Plan, vest equally over three years. One-third of the grant vested on July 3, 2010 and July 2, 2011, with the remaining options vesting on June 30, 2012. These options have a ten-year life from grant date.

(3)

These options, granted under the Stock Award Plan, vested and were exercised on September 1, 2011, the day the Company filed its Annual Report on Form 10-K for the year ended July 2, 2011. The number of incentive-based options represents 110% of the awards granted based upon the Company's achievement of the performance criteria, which is based on the Company's average return on capital employed for the two years ended July 2, 2011.

(4)	In accordance with his offer of employment, Mr. Cochran received an award of 25,000 options granted under the 2010 Stock Plan. Half of the options vested on July 2, 2011, with the remaining options vesting on June 30, 2012. These options expire on February 8, 2018.

---

(1)	The value realized equals the difference between the option exercise price and the fair market value of the Company’s common stock on the date of exercise, multiplied by the number of shares for which the option was exercised. Amount shown includes the tax assistance included on the awards.

---

(1)	Amount includes value received under the Stock Award Plan. The value of payments are based upon the closing price of the Company common shares on July 2, 2011 less the $0.01 exercise price, multiplied by the number of options. The resulting amount is increased by 75%, the approximate value of the tax assistance paid by the Company related to options exercised on the Stock Award Plan.

(2)

Amount includes values received under the Stock Award Plan and Stock Option Plan. The value of payments received from the Stock Award Plan based upon the closing price of the Company common shares on July 2, 2011 less the $0.01 exercise price, multiplied by the number of options. The resulting amount is increased by 75%, the approximate value of the tax assistance paid by the Company related to options exercised on the Stock Award Plan. The value of payments received from the Stock Option Plan are based upon the closing price of the Company common shares on July 2, 2011 less the $8.30 exercise price, multiplied by the number of options.

(3)

Amount includes values received under the Stock Award Plan and Stock Option Plan. The value of payments received from the Stock Award Plan based upon the closing price of the Company common shares on July 2, 2011 less the $0.01 exercise price, multiplied by the number of options. The resulting amount is increased by 75%, the approximate value of the tax assistance paid by the Company related to options exercised on the Stock Award Plan. The value of payments received from the Stock Option Plan are based upon the closing price of the Company common shares on July 2, 2011 less the $13.86 exercise price, multiplied by the number of options.

•	earned but unpaid salary through the date of termination;

•	non-equity incentive compensation earned and payable prior to the date of termination;

•	option grants received which have already vested and are exercisable prior to the date of termination (subject to the terms of the applicable option agreements);

•	unused vacation pay; and

•	amounts accrued and vested under the Company’s 401(k) Plan.

•

in the case of Mr. Humphreys, twelve months of base salary continuation and payment of non-equity incentive compensation equal to 100% of the target award for the fiscal year in which the termination occurs. In addition, the full award of options (granted pursuant to the Stock Award Plan) related to the fiscal year in which Mr. Humphreys’ employment is terminated will immediately and automatically vest and be exercisable;

•	in the case of Ms. Merrill, Ms. Watson and Mr. Spires, twelve months of base salary continuation and payment of non-equity incentive compensation equal to 100% of the award for the most recent full fiscal year prior to termination;

•	in the case of Mr. Cochran, three months of base salary continuation and payment of non-equity incentive compensation equal to 25% of the award for the most recent full fiscal year prior to termination; and

•	continuation of group life, disability and medical insurance coverage for twelve months in the case of Mr. Humphreys, Ms. Merrill, Ms. Watson and Mr. Spires, and for three months in the case of Mr. Cochran, at levels and rates equal to those immediately prior to termination or, if different, as provided to other executive level employees during such applicable period.

---

•

in the case of Mr. Humphreys, if no termination results from the change in control, all then-outstanding unvested options will immediately and automatically vest and be exercisable. If termination results from the change in control, twelve months of base salary, payment of non-equity incentive compensation equal to 100% of the target award for the fiscal year in which the termination occurs, and the full award of options (granted pursuant to the Stock Award Plan) related to the fiscal year in which Mr. Humphreys’ employment is terminated will immediately and automatically vest and be exercisable;

•	in the case of Ms. Merrill, Ms. Watson and Messrs. Cochran and Spires, all then-outstanding unvested options will immediately and automatically vest and be exercisable;

•	in the case of Ms. Merrill, Ms. Watson and Messrs. Cochran and Spires, if termination results from the change in control, twelve months of base salary and payment of non-equity incentive compensation equal to 100% of the award for the most recent full fiscal year prior to termination; and

•

in the case of termination resulting from the change in control, Mr. Humphreys, Ms. Merrill, Ms. Watson and Messrs. Cochran and Spires receive continuation of group life, disability and medical insurance coverage for twelve months at levels and rates equal to those immediately prior to termination or, if different, as provided to other executive level employees during such applicable period. In addition, outplacement assistance will be provided to the executives.

•	in the case of Mr. Humphreys, six months of base salary continuation and the full award of options (granted pursuant to the Stock Award Plan) related to the fiscal year in which Mr. Humphreys’ employment is terminated resulting from death or permanent disability will immediately and automatically vest and be exercisable;

•	in the case of Ms. Merrill, Ms. Watson and Messrs. Cochran and Spires, six months of base salary continuation;

•	in the case of Ms. Merrill, Ms. Watson and Messrs. Cochran and Spires, the then-outstanding unvested options granted pursuant to the Company’s Stock Award Plan will immediately and automatically vest based on the pro-rata portion of the vesting period prior to the date of death or permanent disability; and

•	in the case of Mr. Humphreys, Ms. Merrill, Ms. Watson and Messrs. Cochran and Spires, continuation of group life, disability and medical insurance coverage for six months at levels and rates equal to those immediately prior to date of permanent disability or, if different, as provided to other executive level employees during

•	$21,000 annual retainer;

•	a grant of 1,000 shares of Common Stock;

•	in the case of the Audit Committee, a $5,000 annual retainer for the committee chairperson and $3,000 for the committee members;

•	in the case of the Compensation and Corporate Governance Committees, a $3,000 annual retainer for the committee chairpersons and $2,500 for the committee members;

•	up to $5,000 every two-year period for Board of Director education; and

•	reasonable travel expenses to attend meetings.

---

(1)	Each non-employee director was granted 1,000 shares of Common Stock which vested upon the filing of the Company’s Annual Report on Form 10-K for its fiscal year ended July 2, 2011. Amounts shown represent the aggregate grant date fair value of stock awards computed in accordance with FASB ASC Topic 718.

---

---

1.	The Audit Committee appointed Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2011.

2.	The Audit Committee has reviewed and discussed the audited financial statements for the year ended July 2, 2011 and the internal controls over financial reporting as of July 2, 2011 with the Company’s management.

3.	The Audit Committee has discussed with Ernst & Young LLP the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (Communication with Audit Committees).

4.	The Audit Committee has received the written disclosures and the letter from Ernst & Young LLP required by Independence Standards Board Standard No. 1, as amended (Independence Discussions with Audit Committees), and has discussed with Ernst & Young LLP its independence from the Company.

---

---

---