As filed with the Securities and Exchange Commission on November 25, 1997

                           Registration No. 333-_____


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933


                           BRAZOS SPORTSWEAR,  INC.
            (Exact name of registrant as specified in its charter)

         DELAWARE                                             91-1770931
(State or Other Jurisdiction                               (I.R.S. Employer
of Incorporation or Organization)                         Identification No.)

                             4101 FOUNDERS BOULEVARD
                               BATAVIA, OHIO 45103
                    (Address of Principal Executive Offices)

                             BRAZOS SPORTSWEAR, INC.
                               1997 INCENTIVE PLAN
                            (Full Title of the Plan)


      Name, Address and Telephone             Copy of Communications to:
     Number of Agent for Service:

          F. CLAYTON CHAMBERS                      RICHARD L. WYNNE
        BRAZOS SPORTSWEAR, INC.                 PORTER & HEDGES, L.L.P.
        4101 FOUNDERS BOULEVARD            700 LOUISIANA STREET, SUITE 3500
          BATAVIA, OHIO 45103                  HOUSTON, TEXAS 77002-2370
            (513) 753-3400                          (713) 226-0600

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
<S>                     <C>                   <C>               <C>              <C>                    <C>   
==================================================================================================================
                                                          PROPOSED MAXIMUM       PROPOSED
                                             AMOUNT TO        OFFERING       MAXIMUM AGGREGATE        AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED       BE REGISTERED   PRICE PER SHARE     OFFERING PRICE     REGISTRATION FEE
==================================================================================================================
Common Stock, par value $.001 per share       750,000         $9 3/16            $6,890,625             $2,089
==================================================================================================================
</TABLE>

(1)   Also registered hereunder is an indeterminate number of shares of Common
      Stock issuable as a result of the anti-dilution provisions of the Plan and
      an automatic quarterly adjustment mechanism provided thereunder.

(2)   Pursuant to Rule 457(c), the registration fee is calculated on the basis
      of the average of the high and low sale prices for the Common Stock on the
      Nasdaq National Market on November 19, 1997, $9 3/16. Pursuant to Rule
      457(h), the registration fee is calculated with respect to the maximum
      number of the registrant's securities issuable under the Plan.

                                     -1-
<PAGE>
                                   PART  II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The contents of the following documents filed by Brazos Sportswear, Inc.,
a Delaware corporation (the "Company" or "Registrant"), with the Securities and
Exchange Commission ("Commission") are incorporated into this registration
statement ("Registration Statement") by reference:

     (i)  the Company's annual report on Form 10-K for the year ended December
          31, 1996, as filed on March 18, 1997, as amended by the Company's Form
          10-K/A as filed on May 1, 1997;

     (ii) the Company's quarterly reports on Form 10-Q for the quarters ended
          March 29, 1997, June 28, 1997 and September 27, 1997, as filed on May
          19, 1997, August 11, 1997 and November 12, 1997, respectively; and

    (iii) the Company's reports on Form 8-K as filed on March 17, 1997 (as
          amended by Form 8-K/A filed May 12, 1997), May 19, 1997, July 16, 1997
          and October 13, 1997.

      All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the filing date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement 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 a part
hereof from the date of filing such documents. The Company will provide without
charge to each participant in the Company's 1997 Incentive Plan, upon written or
oral request of such person, a copy (without exhibits, unless such exhibits are
specifically incorporated by reference) of any or all of the documents
incorporated by reference pursuant to this Item 3.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 145 of the Delaware General Corporation Law permits a corporation
to indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or contemplated action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action.

      In an action brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorneys' fees, actually
and reasonably incurred in connection with the defense or settlement of such
action, and the corporation may not indemnify for amounts paid in satisfaction
of a judgment or in settlement of the claim. In any such action, no
indemnification may be paid in respect of any claim, issue or matter as to which
such person shall have been adjudged liable to the corporation except as
otherwise approved by the Delaware Court of Chancery or the court in which the
claim was brought. In any other type of proceeding, the indemnification may
extend to judgments, fines and amounts paid in settlement, actually and
reasonably incurred in connection with such other proceeding, as well as to
expenses.

                                     -2-
<PAGE>
      The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner reasonably believed to
be in, or not opposed to, the best interests of the corporation and, in the case
of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. The statute contains additional limitations
applicable to criminal actions and to actions brought by or in the name of the
corporation. The determination as to whether a person seeking indemnification
has met the required standard of conduct is to be made (1) by a majority vote of
a quorum of disinterested members of the board of directors, (2) by independent
legal counsel in a written opinion, if such a quorum does not exist or if the
disinterested directors so direct, or (3) by the stockholders.

      The Restated Certificate of Incorporation and Bylaws, as amended, of the
Company require it to indemnify its directors to the fullest extent authorized
by the Delaware General Corporation Law or any other applicable law in effect,
but if such statute or law is amended, the Company may change the standard of
indemnification only to the extent that such amended statute or law permits the
Company to provide broader indemnification rights to its directors. The
Company's Restated Certificate of Incorporation, as amended, limits the personal
liability of a director to Brazos Delaware or its stockholders to damages for
breach of the director's fiduciary duty.

      The above discussion of the Company's Restated Certificate of
Incorporation and Bylaws, as amended, and Delaware statutes is not intended to
be exhaustive and is qualified in its entirety by such Certificate, Bylaws and
statutes.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS


 EXHIBIT
   NO.                             DESCRIPTION
---------                       ------------------

      4.1   1997 Incentive Plan effective as of July 2, 1997 (filed herewith).

      5.1   Opinion of Porter & Hedges, L.L.P. with respect to legality of
            securities (filed herewith).

      23.1  Consent of Arthur Andersen LLP (filed herewith).

      23.2  Consent of Price Waterhouse LLP (filed herewith).

      23.3  Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).

      24.1  Power of Attorney (included on signature page of this Registration
            Statement).


ITEM 9.  UNDERTAKINGS

      (a)UNDERTAKING TO UPDATE

         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 to:

            (i) include any prospectus required by section 10(a)(3) of the
         Securities Act of 1933, as amended (the "Securities Act");

            (ii) 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 in the
         Registration Statement; and

                                     -3-
<PAGE>
            (iii) 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 information required to be included in a post-effective amendment
      by those paragraphs is contained in periodic reports filed by the
      Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act
      of 1934, as amended (the "Exchange Act") that are incorporated by
      reference in the Registration Statement.

         (2)That, for the purpose of determining any liability under the
      Securities Act, 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)UNDERTAKING WITH RESPECT TO DOCUMENTS INCORPORATED BY REFERENCE

         The undersigned Registrant hereby undertakes that, for purposes of
      determining any liability under the Securities Act, each filing of the
      Registrant's annual report pursuant to section 13(a) or section 15(d) of
      the Exchange Act that is incorporated by reference in this 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.

      (c)UNDERTAKING WITH RESPECT TO INDEMNIFICATION

         Insofar as indemnification for liabilities arising under the Securities
      Act 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 Securities 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
      Securities Act and will be governed by the final adjudication of such
      issue.

                                     -4-
<PAGE>
                               POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints J. Ford Taylor and F. Clayton Chambers, and each
of them, either of whom may act without joinder of the other, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all pre- and post-effective amendments and
supplements to this Registration Statement, and to file the same, or caused to
be filed the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
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 might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or the substitute or substitutes
of either of them, may lawfully do or cause to be done by virtue hereof.

                                  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 Cincinnati, State of Ohio, on this 25th day of
November, 1997.

                                          BRAZOS SPORTSWEAR, INC.

                                          By:      /s/ J. FORD TAYLOR
                                              J. Ford Taylor, President and
                                                 Chief Executive Officer

      In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on this 25th day of November, 1997.


              SIGNATURE                                    TITLE

         /s/ J. FORD TAYLOR                President, Chief Executive Officer 
           J. Ford Taylor                  and Director

       /s/ F. CLAYTON CHAMBERS             Vice President, Chief Financial 
         F. Clayton Chambers               Officer, Treasurer, Secretary and 
                                           Director

         /s/ RANDALL B. HALE               Director and Chairman of the Board
           Randall B. Hale

        ____________________               Director
          Alan B. Elenson

         /s/ NOLAN LEHMANN                 Director
           Nolan Lehmann

      /s/ MICHAEL S. CHADWICK
        Michael S. Chadwick                Director

                                       -5-
<PAGE>
                                INDEX TO EXHIBITS

 EXHIBIT
   NO.                             DESCRIPTION
---------                       ------------------
 
      4.1   1997 Incentive Plan effective as of July 2, 1997 (filed herewith).

      5.1   Opinion of Porter & Hedges, L.L.P. with respect to legality of
            securities (filed herewith).

      23.1  Consent of Arthur Andersen LLP (filed herewith).

      23.2  Consent of Price Waterhouse LLP (filed herewith).

      23.3  Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).

      24.1  Power of Attorney (included on signature page of this Registration
            Statement).

                                     -6-
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17099}]
{"company-data": {"conformed-name": "BRAZOS SPORTSWEAR INC /DE/", "cik": "0000856711", "assigned-sic": "2330", "irs-number": "911770931", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40965", "film-number": "97728121"}, "business-address": {"street1": "3860 VIRGINIA AVE", "city": "CINCINNATI", "state": "OH", "zip": "45227", "phone": "5132723600"}, "mail-address": {"street1": "3860 VIRGINIA AVE", "city": "CINCINNATI", "state": "OH", "zip": "45227"}, "former-company": {"former-conformed-name": "SUN SPORTSWEAR INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on November 25, 1997

                           Registration No. 333-_____

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                           BRAZOS SPORTSWEAR,  INC.
            (Exact name of registrant as specified in its charter)

         DELAWARE                                             91-1770931
(State or Other Jurisdiction                               (I.R.S. Employer
of Incorporation or Organization)                         Identification No.)

                             4101 FOUNDERS BOULEVARD
                               BATAVIA, OHIO 45103
                    (Address of Principal Executive Offices)

                             BRAZOS SPORTSWEAR, INC.
                               1997 INCENTIVE PLAN
                            (Full Title of the Plan)

      Name, Address and Telephone             Copy of Communications to:
     Number of Agent for Service:

          F. CLAYTON CHAMBERS                      RICHARD L. WYNNE
        BRAZOS SPORTSWEAR, INC.                 PORTER & HEDGES, L.L.P.
        4101 FOUNDERS BOULEVARD            700 LOUISIANA STREET, SUITE 3500
          BATAVIA, OHIO 45103                  HOUSTON, TEXAS 77002-2370
            (513) 753-3400                          (713) 226-0600
CALCULATION OF REGISTRATION FEE
==================================================================================================================
                                                          PROPOSED MAXIMUM       PROPOSED
                                             AMOUNT TO        OFFERING       MAXIMUM AGGREGATE        AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED       BE REGISTERED   PRICE PER SHARE     OFFERING PRICE     REGISTRATION FEE
==================================================================================================================
Common Stock, par value $.001 per share       750,000         $9 3/16            $6,890,625             $2,089
==================================================================================================================
(1)   Also registered hereunder is an indeterminate number of shares of Common
      Stock issuable as a result of the anti-dilution provisions of the Plan and
      an automatic quarterly adjustment mechanism provided thereunder.

(2)   Pursuant to Rule 457(c), the registration fee is calculated on the basis
      of the average of the high and low sale prices for the Common Stock on the
      Nasdaq National Market on November 19, 1997, $9 3/16. Pursuant to Rule
      457(h), the registration fee is calculated with respect to the maximum
      number of the registrant's securities issuable under the Plan.

                                     -1-
PART  II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The contents of the following documents filed by Brazos Sportswear, Inc.,
a Delaware corporation (the "Company" or "Registrant"), with the Securities and
Exchange Commission ("Commission") are incorporated into this registration
statement ("Registration Statement") by reference:

     (i)  the Company's annual report on Form 10-K for the year ended December
          31, 1996, as filed on March 18, 1997, as amended by the Company's Form
          10-K/A as filed on May 1, 1997;

     (ii) the Company's quarterly reports on Form 10-Q for the quarters ended
          March 29, 1997, June 28, 1997 and September 27, 1997, as filed on May
          19, 1997, August 11, 1997 and November 12, 1997, respectively; and

    (iii) the Company's reports on Form 8-K as filed on March 17, 1997 (as
          amended by Form 8-K/A filed May 12, 1997), May 19, 1997, July 16, 1997
          and October 13, 1997.

      All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the filing date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement 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 a part
hereof from the date of filing such documents. The Company will provide without
charge to each participant in the Company's 1997 Incentive Plan, upon written or
oral request of such person, a copy (without exhibits, unless such exhibits are
specifically incorporated by reference) of any or all of the documents
incorporated by reference pursuant to this Item 3.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 145 of the Delaware General Corporation Law permits a corporation
to indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or contemplated action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action.

      In an action brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorneys' fees, actually
and reasonably incurred in connection with the defense or settlement of such
action, and the corporation may not indemnify for amounts paid in satisfaction
of a judgment or in settlement of the claim. In any such action, no
indemnification may be paid in respect of any claim, issue or matter as to which
such person shall have been adjudged liable to the corporation except as
otherwise approved by the Delaware Court of Chancery or the court in which the
claim was brought. In any other type of proceeding, the indemnification may
extend to judgments, fines and amounts paid in settlement, actually and
reasonably incurred in connection with such other proceeding, as well as to
expenses.

                                     -2-
The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner reasonably believed to
be in, or not opposed to, the best interests of the corporation and, in the case
of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. The statute contains additional limitations
applicable to criminal actions and to actions brought by or in the name of the
corporation. The determination as to whether a person seeking indemnification
has met the required standard of conduct is to be made (1) by a majority vote of
a quorum of disinterested members of the board of directors, (2) by independent
legal counsel in a written opinion, if such a quorum does not exist or if the
disinterested directors so direct, or (3) by the stockholders.

      The Restated Certificate of Incorporation and Bylaws, as amended, of the
Company require it to indemnify its directors to the fullest extent authorized
by the Delaware General Corporation Law or any other applicable law in effect,
but if such statute or law is amended, the Company may change the standard of
indemnification only to the extent that such amended statute or law permits the
Company to provide broader indemnification rights to its directors. The
Company's Restated Certificate of Incorporation, as amended, limits the personal
liability of a director to Brazos Delaware or its stockholders to damages for
breach of the director's fiduciary duty.

      The above discussion of the Company's Restated Certificate of
Incorporation and Bylaws, as amended, and Delaware statutes is not intended to
be exhaustive and is qualified in its entirety by such Certificate, Bylaws and
statutes.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

 EXHIBIT
   NO.                             DESCRIPTION
---------                       ------------------

      4.1   1997 Incentive Plan effective as of July 2, 1997 (filed herewith).

      5.1   Opinion of Porter & Hedges, L.L.P. with respect to legality of
            securities (filed herewith).

      23.1  Consent of Arthur Andersen LLP (filed herewith).

      23.2  Consent of Price Waterhouse LLP (filed herewith).

      23.3  Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).

      24.1  Power of Attorney (included on signature page of this Registration
            Statement).

ITEM 9.  UNDERTAKINGS

      (a)UNDERTAKING TO UPDATE

         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 to:

            (i) include any prospectus required by section 10(a)(3) of the
         Securities Act of 1933, as amended (the "Securities Act");

            (ii) 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 in the
         Registration Statement; and

                                     -3-
(iii) 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 information required to be included in a post-effective amendment
      by those paragraphs is contained in periodic reports filed by the
      Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act
      of 1934, as amended (the "Exchange Act") that are incorporated by
      reference in the Registration Statement.

         (2)That, for the purpose of determining any liability under the
      Securities Act, 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)UNDERTAKING WITH RESPECT TO DOCUMENTS INCORPORATED BY REFERENCE

         The undersigned Registrant hereby undertakes that, for purposes of
      determining any liability under the Securities Act, each filing of the
      Registrant's annual report pursuant to section 13(a) or section 15(d) of
      the Exchange Act that is incorporated by reference in this 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.

      (c)UNDERTAKING WITH RESPECT TO INDEMNIFICATION

         Insofar as indemnification for liabilities arising under the Securities
      Act 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 Securities 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
      Securities Act and will be governed by the final adjudication of such
      issue.

                                     -4-
POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints J. Ford Taylor and F. Clayton Chambers, and each
of them, either of whom may act without joinder of the other, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all pre- and post-effective amendments and
supplements to this Registration Statement, and to file the same, or caused to
be filed the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
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 might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or the substitute or substitutes
of either of them, may lawfully do or cause to be done by virtue hereof.

                                  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 Cincinnati, State of Ohio, on this 25th day of
November, 1997.

                                          BRAZOS SPORTSWEAR, INC.

                                          By:      /s/ J. FORD TAYLOR
                                              J. Ford Taylor, President and
                                                 Chief Executive Officer

      In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on this 25th day of November, 1997.

              SIGNATURE                                    TITLE

         /s/ J. FORD TAYLOR                President, Chief Executive Officer 
           J. Ford Taylor                  and Director

       /s/ F. CLAYTON CHAMBERS             Vice President, Chief Financial 
         F. Clayton Chambers               Officer, Treasurer, Secretary and 
                                           Director

         /s/ RANDALL B. HALE               Director and Chairman of the Board
           Randall B. Hale

        ____________________               Director
          Alan B. Elenson

         /s/ NOLAN LEHMANN                 Director
           Nolan Lehmann

      /s/ MICHAEL S. CHADWICK
        Michael S. Chadwick                Director

                                       -5-
INDEX TO EXHIBITS

 EXHIBIT
   NO.                             DESCRIPTION
---------                       ------------------
 
      4.1   1997 Incentive Plan effective as of July 2, 1997 (filed herewith).

      5.1   Opinion of Porter & Hedges, L.L.P. with respect to legality of
            securities (filed herewith).

      23.1  Consent of Arthur Andersen LLP (filed herewith).

      23.2  Consent of Price Waterhouse LLP (filed herewith).

      23.3  Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).

      24.1  Power of Attorney (included on signature page of this Registration
            Statement).

                                     -6-