As filed with the Securities and Exchange Commission on March 1, 1996.
 
                                       Registration File No. 33-_________


               SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C.  20549
                        ----------------
                            FORM S-8
                     REGISTRATION STATEMENT
                             UNDER
                   THE SECURITIES ACT OF 1933
                                
                DELTA WOODSIDE INDUSTRIES, INC.
     (Exact name of registrant as specified in its charter)
                                
     South Carolina                                    57-0535180
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
 incorporation or organization)                     


                         233 North Main Street
                       Hammond Square, Suite 200
                    Greenville, South Carolina 29601
                              (864) 232-8301                     
     (Address, including zip code, of principal executive offices)
                                    
                                    
                                    
           DELTA WOODSIDE INDUSTRIES, INC. STOCK OPTION PLAN
                        (Full Title of the plan)
                                    
                    E. Erwin Maddrey, II, President
                    Delta Woodside Industries, Inc.
                         233 North Main Street
                       Hammond Square, Suite 200
                    Greenville, South Carolina 29601
                              (864) 232-8301                     
(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


                     CALCULATION OF REGISTRATION FEE

                                 
                                  Proposed Maximum Proposed Maximum  Ammount 
Title of Sceurities Amount to     Offering Price   Aggregate       Registration 
to be registered    be Registered Per Share(1)     Offering Price (1) Fee (1)  

Common Stock       300,000 shares   $5.25         $1,575,000.00       $543.10   





(1)  Pursuant to Rule 457(h), the average of the high and low prices reported
     on the New York Stock Exchange Composite Tape on February 28, 1996
     (as published in the Wall Street Journal) is used for purposes of
     calculating the registration fee.


              The Exhibit Index appears on Page 6 hereof.

Part I:  Information Required in the Section 10(a) Prospectus

     The information contained in Delta Woodside Industries, Inc.'s registration
     statement on Form S-8, Registration File No. 33-38930, filed with the
     Securities and Exchange Commission on February 12, 1991 (the "1991 S-8"),
     is incorporated herein by reference.


Part II:  Information Required in the Registration Statement

     The information contained in the 1991 S-8 is incorporated herein by
     reference.  Effective November 9, 1995, the Delta Woodside Industries, Inc.
     Stock Option Plan was amended to increase the aggregate number of shares
     issuable thereunder from 300,000 to 600,000.

Item 3.   Incorporation of Documents by Reference

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

          Delta Woodside Industries, Inc.'s Annual Report on Form 10-K for the
          fiscal year ended July 1, 1995.

          All other reports filed by Delta Woodside Industries, Inc. pursuant
          to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
          as amended, since the end of Delta Woodside Industries, Inc.'s 1995
          fiscal year.

          The description of Delta Woodside Industries, Inc.'s common stock
          contained in or incorporated into the registrant's registration
          statement on Form 8-A filed with the Securities and Exchange
          Commission on November 1, 1989.

          All documents subsequently filed by Delta Woodside Industries, Inc.
          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 5.   Interests of Named Experts and Counsel.

          The law firm of Wyche, Burgess, Freeman & Parham, P.A., located
     in Greenville, South Carolina, is counsel to the registrant in
     connection with this Registration Statement and has passed on certain
     aspects of the legality of the common stock covered hereby.  As of
     February 29, 1996, attorneys of Wyche, Burgess, Freeman & Parham, P.A.,
     beneficially owned in the aggregate approximately 0.614% of the
     outstanding shares of common stock of the registrant.

 Item 8.   Exhibits

The information in Item 8 "Exhibits" in the 1991 S-8 is supplemented as follows:

          Exhibit

           5.1 Opinion of Wyche, Burgess, Freeman & Parham, P.A. dated February
               29, 1996 regarding certain aspects of the legality of shares
               of Delta Woodside Industries, Inc.

          23.1 Consent of Wyche, Burgess, Freeman & Parham, P.A. --
               contained in Exhibit 5.1

          23.2 Consent of KPMG Peat Marwick LLP to incorporation by reference in
               registration statement.

          23.3 Consent of Ernst & Young LLP to incorporation by reference in
               registration statement.

          24.1 Power of Attorney is contained on the signature page of this
               filing.

          99.1 Amendment to Stock Option Plan: Incorporated by reference to
               Exhibit 10.9.2 to the Company's Form 10-K for the fiscal year
               ended June 29, 1991.

          99.2 1995 Amendment to Stock Option Plan effective as of November 9,
               1995: Incorporated by reference to Exhibit 10.4.4 to the
               Company's Form 10-Q for the fiscal quarter ended December 30,
               1995.

                            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 Greenville, State of South
     Carolina, as of February 29, 1996.

                              Delta Woodside Industries, Inc.


                               By: /s/ E. Erwin Maddrey, II           
                                   E. Erwin Maddrey, II
                                   President

                        POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
     appears below constitutes and appoints E. Erwin Maddrey, II, Bettis C.
     Rainsford, and Douglas J. Stevens, 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
     pre-effective and post-effective amendments) to this registration
     statement, and to file the same, with all exhibits thereto, and
     other documents in connection therewith, with the Securities and Exchange
     Commission and the New York Stock Exchange, 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/ E. Erwin Maddrey, II       President, Chief              February 29, 1996
E. Erwin Maddrey, II           Executive Officer and
                               Director (Principal 
                               Executive Officer)

/s/ Bettis C. Rainsford        Executive Vice President,     February 29, 1996
Bettis C. Rainsford            Chief Financial Officer,
                               Treasurer and Director
                               (Principal Financial Officer)

/s/ Douglas J. Stevens         Controller (Principal         February 29, 1996
Douglas J. Stevens             Accounting Officer)


/s/ Buck Mickel                    Director                 February 29, 1996
Buck Mickel


/s/ C. C. Guy                      Director                 February 29, 1996
C. C. Guy


/s/ Buck A. Mickel                 Director                 February 29, 1996
Buck A. Mickel


/s/ James F. Kane                  Director                 February 29, 1996
James F. Kane


/s/ Max Lennon                     Director                 February 29, 1996
Max Lennon                                                                 
                             INDEX TO EXHIBITS

Exhibit                                                          Sequentially
                                                                 Numbered Page

   5.1--  Opinion of Wyche, Burgess, Freeman & Parham, P.A.            7
          dated February 29, 1996 regarding certain aspects of
          the legality of shares of Delta Woodside Industries, Inc.

  23.2--  Consent of KPMG Peat Marwick LLP to incorporation by         9
          reference in registration statement.

  23.3--  Consent of Ernst & Young LLP to incorporation by            10
          reference in registration statement.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 10625}]
{"company-data": {"conformed-name": "DELTA WOODSIDE INDUSTRIES INC /SC/", "cik": "0000806624", "assigned-sic": "2211", "irs-number": "570535180", "state-of-incorporation": "SC", "fiscal-year-end": "0628"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-01381", "film-number": "96530247"}, "business-address": {"street1": "233 N MAIN ST", "street2": "HAMMOND SQUARE STE 200", "city": "GREENVILLE", "state": "SC", "zip": "29601", "phone": "8038791580"}}
As filed with the Securities and Exchange Commission on March 1, 1996.
 
                                       Registration File No. 33-_________

               SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C.  20549
                        ----------------
                            FORM S-8
                     REGISTRATION STATEMENT
                             UNDER
                   THE SECURITIES ACT OF 1933
                                
                DELTA WOODSIDE INDUSTRIES, INC.
     (Exact name of registrant as specified in its charter)
                                
     South Carolina                                    57-0535180
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
 incorporation or organization)                     

                         233 North Main Street
                       Hammond Square, Suite 200
                    Greenville, South Carolina 29601
                              (864) 232-8301                     
     (Address, including zip code, of principal executive offices)
                                    
                                    
                                    
           DELTA WOODSIDE INDUSTRIES, INC. STOCK OPTION PLAN
                        (Full Title of the plan)
                                    
                    E. Erwin Maddrey, II, President
                    Delta Woodside Industries, Inc.
                         233 North Main Street
                       Hammond Square, Suite 200
                    Greenville, South Carolina 29601
                              (864) 232-8301                     
(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

                     CALCULATION OF REGISTRATION FEE

                                 
                                  Proposed Maximum Proposed Maximum  Ammount 
Title of Sceurities Amount to     Offering Price   Aggregate       Registration 
to be registered    be Registered Per Share(1)     Offering Price (1) Fee (1)  

Common Stock       300,000 shares   $5.25         $1,575,000.00       $543.10   

(1)  Pursuant to Rule 457(h), the average of the high and low prices reported
     on the New York Stock Exchange Composite Tape on February 28, 1996
     (as published in the Wall Street Journal) is used for purposes of
     calculating the registration fee.

              The Exhibit Index appears on Page 6 hereof.

Part I:  Information Required in the Section 10(a) Prospectus

     The information contained in Delta Woodside Industries, Inc.'s registration
     statement on Form S-8, Registration File No. 33-38930, filed with the
     Securities and Exchange Commission on February 12, 1991 (the "1991 S-8"),
     is incorporated herein by reference.

Part II:  Information Required in the Registration Statement

     The information contained in the 1991 S-8 is incorporated herein by
     reference.  Effective November 9, 1995, the Delta Woodside Industries, Inc.
     Stock Option Plan was amended to increase the aggregate number of shares
     issuable thereunder from 300,000 to 600,000.

Item 3.   Incorporation of Documents by Reference

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

          Delta Woodside Industries, Inc.'s Annual Report on Form 10-K for the
          fiscal year ended July 1, 1995.

          All other reports filed by Delta Woodside Industries, Inc. pursuant
          to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
          as amended, since the end of Delta Woodside Industries, Inc.'s 1995
          fiscal year.

          The description of Delta Woodside Industries, Inc.'s common stock
          contained in or incorporated into the registrant's registration
          statement on Form 8-A filed with the Securities and Exchange
          Commission on November 1, 1989.

          All documents subsequently filed by Delta Woodside Industries, Inc.
          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 5.   Interests of Named Experts and Counsel.

          The law firm of Wyche, Burgess, Freeman & Parham, P.A., located
     in Greenville, South Carolina, is counsel to the registrant in
     connection with this Registration Statement and has passed on certain
     aspects of the legality of the common stock covered hereby.  As of
     February 29, 1996, attorneys of Wyche, Burgess, Freeman & Parham, P.A.,
     beneficially owned in the aggregate approximately 0.614% of the
     outstanding shares of common stock of the registrant.

 Item 8.   Exhibits

The information in Item 8 "Exhibits" in the 1991 S-8 is supplemented as follows:

          Exhibit

           5.1 Opinion of Wyche, Burgess, Freeman & Parham, P.A. dated February
               29, 1996 regarding certain aspects of the legality of shares
               of Delta Woodside Industries, Inc.

          23.1 Consent of Wyche, Burgess, Freeman & Parham, P.A. --
               contained in Exhibit 5.1

          23.2 Consent of KPMG Peat Marwick LLP to incorporation by reference in
               registration statement.

          23.3 Consent of Ernst & Young LLP to incorporation by reference in
               registration statement.

          24.1 Power of Attorney is contained on the signature page of this
               filing.

          99.1 Amendment to Stock Option Plan: Incorporated by reference to
               Exhibit 10.9.2 to the Company's Form 10-K for the fiscal year
               ended June 29, 1991.

          99.2 1995 Amendment to Stock Option Plan effective as of November 9,
               1995: Incorporated by reference to Exhibit 10.4.4 to the
               Company's Form 10-Q for the fiscal quarter ended December 30,
               1995.

                            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 Greenville, State of South
     Carolina, as of February 29, 1996.

                              Delta Woodside Industries, Inc.

                               By: /s/ E. Erwin Maddrey, II           
                                   E. Erwin Maddrey, II
                                   President

                        POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
     appears below constitutes and appoints E. Erwin Maddrey, II, Bettis C.
     Rainsford, and Douglas J. Stevens, 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
     pre-effective and post-effective amendments) to this registration
     statement, and to file the same, with all exhibits thereto, and
     other documents in connection therewith, with the Securities and Exchange
     Commission and the New York Stock Exchange, 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/ E. Erwin Maddrey, II       President, Chief              February 29, 1996
E. Erwin Maddrey, II           Executive Officer and
                               Director (Principal 
                               Executive Officer)

/s/ Bettis C. Rainsford        Executive Vice President,     February 29, 1996
Bettis C. Rainsford            Chief Financial Officer,
                               Treasurer and Director
                               (Principal Financial Officer)

/s/ Douglas J. Stevens         Controller (Principal         February 29, 1996
Douglas J. Stevens             Accounting Officer)

/s/ Buck Mickel                    Director                 February 29, 1996
Buck Mickel

/s/ C. C. Guy                      Director                 February 29, 1996
C. C. Guy

/s/ Buck A. Mickel                 Director                 February 29, 1996
Buck A. Mickel

/s/ James F. Kane                  Director                 February 29, 1996
James F. Kane

/s/ Max Lennon                     Director                 February 29, 1996
Max Lennon                                                                 
                             INDEX TO EXHIBITS

Exhibit                                                          Sequentially
                                                                 Numbered Page

   5.1--  Opinion of Wyche, Burgess, Freeman & Parham, P.A.            7
          dated February 29, 1996 regarding certain aspects of
          the legality of shares of Delta Woodside Industries, Inc.

  23.2--  Consent of KPMG Peat Marwick LLP to incorporation by         9
          reference in registration statement.

  23.3--  Consent of Ernst & Young LLP to incorporation by            10
          reference in registration statement.