As filed with the Securities and Exchange Commission on February 6, 1998.
          Registration File No. 333-_________

             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. INCENTIVE STOCK AWARD 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. & Eric K. Graben, Esq.
               Wyche, Burgess, Freeman & Parham, P.A.
                         Post Office Box 728
                Greenville, South Carolina 29602-0728
                           (864) 242-8200
                                  
<TABLE>
                   CALCULATION OF REGISTRATION FEE

<CAPTION>
                                   Proposed Maximum   Proposed Maximum
Title of Securities   Amount to     Offering Price       Aggregate               Amount of
to be Registered     be Registered    Per Share(1)    Offering Price (1)    Registration Fee(1)
<S>                  <C>                <C>              <C>                       <C>
Common Stock         300,000 shares     $0.01            $3,000.00                 $0.89

<FN>
<F1>
(1)  Under the Incentive Stock Award Plan, a participant may, upon
     vesting of an Award (or portion thereof), purchase shares of
     common stock of the registrant for cash in the amount of $0.01
     per share.  Pursuant to Rule 457(h), this cash purchase price
     is used for purposes of calculating the  registration fee.  The
     amount of registration fee is calculated pursuant to Section
     6(b) of the Securities Act of 1933, as amended.

</FN>
</TABLE>

             The Exhibit Index appears on Page 6 hereof.

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

     Pursuant to General Instruction G, information updating the
Section 10(a) Prospectus for the Delta Woodside Industries, Inc.
Incentive Stock Award Plan is or will be provided to participants as
specified in Rule 428(b)(1) and is not included in this Registration
Statement.

Part II:  Information Required in the Registration Statement

      The information contained in Delta Woodside Industries, Inc.'s
("Delta  Woodside") registration statement on Form S-8, Registration
File No. 33-38931, filed with the Securities and Exchange Commission
(the  "Commission") on February 12, 1991 (the "1991 S-8"),  and  the
information contained in Delta Woodside's registration statement  on
Form S-8, Registration File No. 333-01383, filed with the Commission
on  March  1,  1996  (the "1996 S-8"),  is  incorporated  herein  by
reference.

      Effective November 6, 1997, the Delta Woodside Incentive Stock
Award Plan (the "Plan") was amended to increase the aggregate number
of  shares  issuable  thereunder from 800,000 to  1,100,000  and  to
permit  persons who beneficially own 5% or more of Delta  Woodside's
outstanding common stock to participate in the Plan.  In  all  other
respects, the Plan remains in full force and effect.

Item 3.   Incorporation of Documents by Reference

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

     Delta Woodside's Annual Report on Form 10-K for the fiscal year
     ended June 28, 1997.

     All  other reports filed by Delta Woodside pursuant to  Section
     13(a)  or  15(d)  of the Securities Exchange Act  of  1934,  as
     amended, since the end of Delta Woodside's 1997 fiscal year.

     The  description of Delta Woodside'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 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  January  26,  1998, attorneys of Wyche, Burgess,  Freeman  &
Parham,  P.A.,  beneficially owned in the aggregate 211,550  of  the
outstanding shares of common stock of the registrant.

Item 8.   Exhibits

The information in Item 8 "Exhibits" in the 1991 S-8 and the 1996 S-
8 is supplemented as follows:

Exhibit

 5.1      Opinion  of  Wyche,  Burgess,  Freeman  &  Parham,  P.A.  dated
          February  4, 1998 regarding certain aspects of the legality  of
          shares of Delta Woodside.
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.
24.1      Power  of Attorney: contained on the signature  page  of  this
          filing.
99.1      1997 Amendment to Incentive Stock Award Plan effective  as  of
          November 6, 1997.
                             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 5, 1998.

                              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 Executive Officer  February 5, 1998
E. Erwin Maddrey, II        and Director

/s/ Bettis C. Rainsford     Executive Vice President,          February 4, 1998
                            Chief Financial Officer,
                            Treasurer and Director


/s/ Douglas J. Stevens      Controller                         February 4, 1998
Douglas J. Stevens          (Principal Accounting Officer)


/s/ Buck Mickel             Director                           February 3, 1998
Buck Mickel

/s/ C. C. Guy               Director                           February 4, 1998
C. C. Guy

/s/ Buck A. Mickel          Director                           February 4, 1998
Buck A. Mickel

/s/ James F. Kane           Director                           February 4, 1998
James F. Kane

/s/ Max Lennon              Director                           February 3, 1998 
Max Lennon


                          INDEX TO EXHIBITS

Exhibit                                                         Sequentially
                                                                Numbered Page

    5.1     --    Opinion of Wyche, Burgess, Freeman & Parham,        6
                  P.A.  dated February 4, 1998 regarding  certain
                  aspects of the legality of shares  of  Delta
                  Woodside Industries, Inc.

  23.2    --      Consent  of  KPMG  Peat Marwick LLP  to             8
                  incorporation  by reference in registration 
                  statement.

  99.1    --      1997 Amendment to Incentive Stock Award Plan        9
                  effective  as of November 6, 1997.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 10486}]
{"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": "333-45771", "film-number": "98524281"}, "business-address": {"street1": "233 N MAIN ST", "street2": "HAMMOND SQUARE STE 200", "city": "GREENVILLE", "state": "SC", "zip": "29601", "phone": "8642328301"}, "mail-address": {"street1": "233 NORTH MAIN ST", "street2": "HAMMOND SQ STE 200", "city": "GREENVILLE", "state": "SC", "zip": "29601"}}
As filed with the Securities and Exchange Commission on February 6, 1998.
          Registration File No. 333-_________

             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. INCENTIVE STOCK AWARD 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. & Eric K. Graben, 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
Title of Securities   Amount to     Offering Price       Aggregate               Amount of
to be Registered     be Registered    Per Share(1)    Offering Price (1)    Registration Fee(1)
Common Stock         300,000 shares     $0.01            $3,000.00                 $0.89
(1)  Under the Incentive Stock Award Plan, a participant may, upon
     vesting of an Award (or portion thereof), purchase shares of
     common stock of the registrant for cash in the amount of $0.01
     per share.  Pursuant to Rule 457(h), this cash purchase price
     is used for purposes of calculating the  registration fee.  The
     amount of registration fee is calculated pursuant to Section
     6(b) of the Securities Act of 1933, as amended.
The Exhibit Index appears on Page 6 hereof.

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

     Pursuant to General Instruction G, information updating the
Section 10(a) Prospectus for the Delta Woodside Industries, Inc.
Incentive Stock Award Plan is or will be provided to participants as
specified in Rule 428(b)(1) and is not included in this Registration
Statement.

Part II:  Information Required in the Registration Statement

      The information contained in Delta Woodside Industries, Inc.'s
("Delta  Woodside") registration statement on Form S-8, Registration
File No. 33-38931, filed with the Securities and Exchange Commission
(the  "Commission") on February 12, 1991 (the "1991 S-8"),  and  the
information contained in Delta Woodside's registration statement  on
Form S-8, Registration File No. 333-01383, filed with the Commission
on  March  1,  1996  (the "1996 S-8"),  is  incorporated  herein  by
reference.

      Effective November 6, 1997, the Delta Woodside Incentive Stock
Award Plan (the "Plan") was amended to increase the aggregate number
of  shares  issuable  thereunder from 800,000 to  1,100,000  and  to
permit  persons who beneficially own 5% or more of Delta  Woodside's
outstanding common stock to participate in the Plan.  In  all  other
respects, the Plan remains in full force and effect.

Item 3.   Incorporation of Documents by Reference

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

     Delta Woodside's Annual Report on Form 10-K for the fiscal year
     ended June 28, 1997.

     All  other reports filed by Delta Woodside pursuant to  Section
     13(a)  or  15(d)  of the Securities Exchange Act  of  1934,  as
     amended, since the end of Delta Woodside's 1997 fiscal year.

     The  description of Delta Woodside'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 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  January  26,  1998, attorneys of Wyche, Burgess,  Freeman  &
Parham,  P.A.,  beneficially owned in the aggregate 211,550  of  the
outstanding shares of common stock of the registrant.

Item 8.   Exhibits

The information in Item 8 "Exhibits" in the 1991 S-8 and the 1996 S-
8 is supplemented as follows:

Exhibit

 5.1      Opinion  of  Wyche,  Burgess,  Freeman  &  Parham,  P.A.  dated
          February  4, 1998 regarding certain aspects of the legality  of
          shares of Delta Woodside.
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.
24.1      Power  of Attorney: contained on the signature  page  of  this
          filing.
99.1      1997 Amendment to Incentive Stock Award Plan effective  as  of
          November 6, 1997.
                             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 5, 1998.

                              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 Executive Officer  February 5, 1998
E. Erwin Maddrey, II        and Director

/s/ Bettis C. Rainsford     Executive Vice President,          February 4, 1998
                            Chief Financial Officer,
                            Treasurer and Director

/s/ Douglas J. Stevens      Controller                         February 4, 1998
Douglas J. Stevens          (Principal Accounting Officer)

/s/ Buck Mickel             Director                           February 3, 1998
Buck Mickel

/s/ C. C. Guy               Director                           February 4, 1998
C. C. Guy

/s/ Buck A. Mickel          Director                           February 4, 1998
Buck A. Mickel

/s/ James F. Kane           Director                           February 4, 1998
James F. Kane

/s/ Max Lennon              Director                           February 3, 1998 
Max Lennon

                          INDEX TO EXHIBITS

Exhibit                                                         Sequentially
                                                                Numbered Page

    5.1     --    Opinion of Wyche, Burgess, Freeman & Parham,        6
                  P.A.  dated February 4, 1998 regarding  certain
                  aspects of the legality of shares  of  Delta
                  Woodside Industries, Inc.

  23.2    --      Consent  of  KPMG  Peat Marwick LLP  to             8
                  incorporation  by reference in registration 
                  statement.

  99.1    --      1997 Amendment to Incentive Stock Award Plan        9
                  effective  as of November 6, 1997.