As  filedwith the Securities and Exchange Commission on February 5,
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. LONG TERM INCENTIVE 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)     OfferingPrice (1)   Registration Fee(1)
<S>                <C>                  <C>              <C>                 <C>
Common Stock       1,000,000 shares     $2.28125         $2,281,250          $672.97

<FN>
<F1>


(1)  The exercise price per share of the registrant's common stock for
     options granted under the Long Term Incentive Plan is 50% of the
     market value of such common stock at the time options are granted.
     Accordingly, pursuant to Rule 457(h), 50% of the average of the high
     and low prices reported on the New York Stock Exchange Composite
     Tape on January 30, 1998 (as published in the Wall Street Journal)
     is used for purposes of calculating the registration fee.
</FN>
</TABLE>

     The Exhibit Index is on page 6 of this Registration Statement

                                   PART I:
                         INFORMATION REQUIRED IN THE
                          SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.

       Not  included  in  this  registration  statement  (the  "Registration
Statement")  but  provided or to be provided to Delta  Woodside  Industries,
Inc.'s ("Delta Woodside") Long Term Incentive Plan (the "Plan") participants
pursuant to Rule 428(b).

Item 2.   Registrant Information and Employee Plan Annual Information.

      Not  included  in this Registration Statement but provided  or  to  be
provided to Plan participants pursuant to Rule 428(b).


                                  PART II:
                         INFORMATION REQUIRED IN THE
                           REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

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

     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 4.   Description of Securities.
  
          Not applicable.



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 6.   Indemnification of Directors and Officers.

      The information respecting RSI Corporation contained in Item 20 of the
registration statement of RSI Corporation and Porter Brothers, Inc., on Form
S-4,  Commission File No. 33-30247 (the "Form S-4"), is incorporated  herein
by reference.

       Article   VII   of   the   by-laws   of   the   registrant   entitled
"Indemnification", is incorporated herein by reference to Exhibit  4.2.1  to
this Registration Statement.

      Reference  is  made to the Articles of Amendment to  the  Articles  of
Incorporation of the registrant filed with the South Carolina  Secretary  of
State's office on February 6, 1989.  (See Exhibit 4.1.2 to this Registration
Statement.)

      The Plan provides for indemnification of the Long Term Plan Committee,
defined  in  the Plan as a committee of Delta Woodside's board of  directors
which administers the Plan, as follows:

     In addition to such other rights of indemnification as they may have as
     members of the Board [of Directors], the members of the Long Term  Plan
     Committee shall, to the fullest extent permitted by law, be indemnified
     by  the  Company  [Delta  Woodside] against  the  reasonable  expenses,
     including  attorney's  fees,  actually  and  necessarily  incurred   in
     connection  with the defense of any action, suit or proceeding,  or  in
     connection with any appeal therein, to which they or any of them may be
     a  party  by reason of any action taken or failure to act under  or  in
     connection with the Plan or any award or option granted thereunder, and
     against  all amounts paid by them in settlement thereof (provided  such
     settlement  is  approved by independent legal counsel selected  by  the
     Company)  or  paid by them in satisfaction of a judgment  in  any  such
     action,  suit or proceeding, except in relation to matters as to  which
     it  shall  be  adjudged  in such action, suit or proceeding  that  such
     Committee  member is liable for gross negligence or misconduct  in  the
     performance  of his or her duties; provided that within 60  days  after
     institution of any such action, suit or proceeding the Committee member
     shall in writing offer the Company the opportunity, at its own expense,
     to handle and defend the same.

Item 7.   Exemption From Registration Claimed.

          Not Applicable.

Item 8.   Exhibits.

Exhibit

4.1.1   Articles  of Incorporation of the registrant, as amended  through
        February  5,  1989:  Incorporated by reference to Exhibit  3.1  to  the
        Registration  Statement  on  Form S-4 of  RSI  Corporation  and  Porter
        Brothers, Inc., Commission File No. 33-30247 (the "Form S-4").
4.1.2   Articles  of  Amendment  to  Articles  of  Incorporation  of  the
        registrant: Incorporated by reference to Exhibit 3.1.2 to the Form S-4.
4.1.3   Articles of Merger of Harper Brothers, Inc., into RSI Corporation:
        Incorporated   by  reference  to  Exhibit  4.1.1  to  the  Registration
        Statement on Form S-8, Commission File No. 33-33116 (the "1990 Form  S-
        8").
4.1.4   Articles of Merger of Delta Woodside Industries, Inc., a Delaware
        corporation, into RSI Corporation: Incorporated by reference to Exhibit
        4.1.2 to the 1980 Form S-8.
4.1.5   Articles  of  Merger of Duncan Office Supplies, Inc.  into  Delta
        Woodside Industries, Inc.: Incorporated by reference to Exhibit 2.1  to
        the  registrant's Form 10-Q for the quarterly period ended December 29,
        1990 (the "December 1990 10-Q").
4.2.1   By-laws  of the registrant, as amended: Incorporated by reference
        to Exhibit 3.1.1 to the Form S-4.
4.2.2   Amendments  to  the  by-laws of the registrant:  Incorporated  by
        reference to Exhibit 2.2 to the December 1990 10-Q.
4.3     Specimen of Certificate for the registrant's common stock: Incorporated
        by reference to Exhibit 4.1.1 to the Form S-4.
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    Delta  Woodside  Industries, Inc. Long Term Incentive  Plan  (Effective
        November  6,  1997):  Incorporated by  reference  to  Exhibit  10.2  of
        Amendment  No.  1 to the Registration Statement on Form  S-4  of  Delta
        Mills,  Inc.(an  indirect wholly-owned subsidiary of  Delta  Woodside),
        dated December 11, 1997, Commission File No. 333-37617.

Item 9.   Undertakings.

     (a) The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement;

                (i)   To include any prospectus required by Section 10(a)(3)
          of the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
          after  the  effective date of the registration statement  (or  the
          most  recent post-effective amendment thereof) which, individually
          or  in  the  aggregate,  represent a  fundamental  change  in  the
          information    set   forth   in   the   registration    statement.
          Notwithstanding the foregoing, any increase or decrease in  volume
          of  securities  offered (if the total dollar value  of  securities
          offered  would  not  exceed that which  was  registered)  and  any
          deviation  from  the  low  or high end of  the  estimated  maximum
          offering  range  may be reflected in the form of prospectus  filed
          with  the Commission pursuant to Rule 424(b) if, in the aggregate,
          the  changes  in  volume and price represent no  more  than  a  20
          percent  change in the maximum aggregate offering price set  forth
          in  the  "Calculation of Registration Fee" table in the  effective
          registration statement.

               (iii)     To include any material information with respect to
          the   plan  of  distribution  not  previously  disclosed  in   the
          registration statement or any material change to such  information
          in the registration statement.

     provided,  however,  that paragraphs (a)(1)(i) and  (a)(1)(ii)  do  not
     apply if the registration statement is on Form S-3, Form S-8 or Form F-
     3,  and  the  information required to be included in  a  post-effective
     amendment  by  those paragraphs is contained in periodic reports  filed
     with  or  furnished  to  the Commission by the registrant  pursuant  to
     Section  13  or 15(d) of the Securities Exchange Act of 1934  that  are
     incorporated by reference in the registration statement.

           (2)  That, for the purpose of determining any liability under the
     Securities  Act  of 1933, each such post-effective amendment  shall  be
     deemed  to  be a new registration statement relating to the  securities
     offered therein, and the offering of such securities at that time shall
     be deemed to be the initial bona fide offering thereof.

           (3)   To  remove  from registration by means of a  post-effective
     amendment any of the securities being registered which remain unsold at
     the termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each  filing  of
the  registrant's annual report pursuant to Section 13(a) or  15(d)  of  the
Securities  Exchange Act of 1934 (and, where applicable, each filing  of  an
employee  benefit  plan's annual report pursuant to  Section  15(d)  of  the
Securities  Exchange Act of 1934) that is incorporated by reference  in  the
registration  statement  shall be deemed to be a new registration  statement
relating  to  the  securities offered therein,  and  the  offering  of  such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

      (h)   Insofar  as  indemnification for liabilities arising  under  the
Securities  Act  of  1933  may  be  permitted  to  directors,  officers  and
controlling  persons of the registrant pursuant to the foregoing provisions,
or  otherwise,  the registrant has been advised that in the opinion  of  the
Securities  and  Exchange Commission such indemnification is against  public
policy  as  expressed in the Act and is, therefore, unenforceable.   In  the
event that a claim for indemnification against such liabilities (other  than
the  payment  by the registrant of expenses incurred or paid by a  director,
officer or controlling person of the registrant in the successful defense of
any  action,  suit or proceeding) is asserted by such director,  officer  or
controlling  person in connection with the securities being registered,  the
registrant will, unless in the opinion of their counsel the matter has  been
settled   by  controlling  precedent,  submit  to  a  court  of  appropriate
jurisdiction  the  question whether such indemnification by  it  is  against
public  policy  as expressed in the Act and will be governed  by  the  final
adjudication of such issue.

                                 SIGNATURES

      Pursuant  to  the  requirements of the Securities  Act  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, Chief      February 4, 1998
Bettis C. Rainsford       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


Exhibit      Page

     4.1.1         Articles  of  Incorporation   of   the
                   registrant, as amended through February  5,  1989:
                   Incorporated by reference to Exhibit  3.1  to  the
                   Registration  Statement  on  Form   S-4   of   RSI
                   Corporation and Porter Brothers, Inc.,  Commission
                   File No. 33-30247 (the "Form S-4").
     4.1.2         Articles  of Amendment to  Articles  of
                   Incorporation  of the registrant: Incorporated  by
                   reference to Exhibit 3.1.2 to the Form S-4.
     4.1.3         Articles  of Merger of Harper Brothers,
                   Inc.,   into  RSI  Corporation:  Incorporated   by
                   reference  to  Exhibit 4.1.1 to  the  Registration
                   Statement  on  Form S-8, Commission File  No.  33-
                   33116 (the "1990 Form S-8").
     4.1.4         Articles  of  Merger of Delta  Woodside
                   Industries, Inc., a Delaware corporation, into RSI
                   Corporation: Incorporated by reference to  Exhibit
                   4.1.2 to the 1980 Form S-8.
     4.1.5         Articles  of  Merger of  Duncan  Office
                   Supplies,  Inc.  into  Delta Woodside  Industries,
                   Inc.: Incorporated by reference to Exhibit 2.1  to
                   the  registrant's  Form  10-Q  for  the  quarterly
                   period ended December 29, 1990 (the "December 1990
                   10-Q").
     4.2.1         By-laws  of the registrant, as amended:
                   Incorporated by reference to Exhibit 3.1.1 to  the
                   Form S-4.
     4.2.2         Amendments  to  the  by-laws  of   the
                   registrant: Incorporated by reference  to  Exhibit
                   2.2 to the December 1990 10-Q.
     4.3           Specimen of Certificate for the registrant's
                   common stock: Incorporated by reference to Exhibit
                   4.1.1 to the Form S-4.
     5.1  p. 8     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 p. 10    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          Delta  Woodside Industries, Inc.  Long  Term
                   Incentive  Plan  (Effective  November  6,   1997):
                   Incorporated  by  reference  to  Exhibit  10.2  of
                   Amendment  No. 1 to the Registration Statement  on
                   Form  S-4  of  Delta  Mills,  Inc.(a  wholly-owned
                   subsidiary of Delta Woodside), dated December  11,
                   1997, Commission File No. 333-37617.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21336}]
{"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": "333-45769", "film-number": "98524275"}, "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  filedwith the Securities and Exchange Commission on February 5,
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. LONG TERM INCENTIVE 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)     OfferingPrice (1)   Registration Fee(1)
Common Stock       1,000,000 shares     $2.28125         $2,281,250          $672.97
(1)  The exercise price per share of the registrant's common stock for
     options granted under the Long Term Incentive Plan is 50% of the
     market value of such common stock at the time options are granted.
     Accordingly, pursuant to Rule 457(h), 50% of the average of the high
     and low prices reported on the New York Stock Exchange Composite
     Tape on January 30, 1998 (as published in the Wall Street Journal)
     is used for purposes of calculating the registration fee.
The Exhibit Index is on page 6 of this Registration Statement

                                   PART I:
                         INFORMATION REQUIRED IN THE
                          SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.

       Not  included  in  this  registration  statement  (the  "Registration
Statement")  but  provided or to be provided to Delta  Woodside  Industries,
Inc.'s ("Delta Woodside") Long Term Incentive Plan (the "Plan") participants
pursuant to Rule 428(b).

Item 2.   Registrant Information and Employee Plan Annual Information.

      Not  included  in this Registration Statement but provided  or  to  be
provided to Plan participants pursuant to Rule 428(b).

                                  PART II:
                         INFORMATION REQUIRED IN THE
                           REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

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

     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 4.   Description of Securities.
  
          Not applicable.

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 6.   Indemnification of Directors and Officers.

      The information respecting RSI Corporation contained in Item 20 of the
registration statement of RSI Corporation and Porter Brothers, Inc., on Form
S-4,  Commission File No. 33-30247 (the "Form S-4"), is incorporated  herein
by reference.

       Article   VII   of   the   by-laws   of   the   registrant   entitled
"Indemnification", is incorporated herein by reference to Exhibit  4.2.1  to
this Registration Statement.

      Reference  is  made to the Articles of Amendment to  the  Articles  of
Incorporation of the registrant filed with the South Carolina  Secretary  of
State's office on February 6, 1989.  (See Exhibit 4.1.2 to this Registration
Statement.)

      The Plan provides for indemnification of the Long Term Plan Committee,
defined  in  the Plan as a committee of Delta Woodside's board of  directors
which administers the Plan, as follows:

     In addition to such other rights of indemnification as they may have as
     members of the Board [of Directors], the members of the Long Term  Plan
     Committee shall, to the fullest extent permitted by law, be indemnified
     by  the  Company  [Delta  Woodside] against  the  reasonable  expenses,
     including  attorney's  fees,  actually  and  necessarily  incurred   in
     connection  with the defense of any action, suit or proceeding,  or  in
     connection with any appeal therein, to which they or any of them may be
     a  party  by reason of any action taken or failure to act under  or  in
     connection with the Plan or any award or option granted thereunder, and
     against  all amounts paid by them in settlement thereof (provided  such
     settlement  is  approved by independent legal counsel selected  by  the
     Company)  or  paid by them in satisfaction of a judgment  in  any  such
     action,  suit or proceeding, except in relation to matters as to  which
     it  shall  be  adjudged  in such action, suit or proceeding  that  such
     Committee  member is liable for gross negligence or misconduct  in  the
     performance  of his or her duties; provided that within 60  days  after
     institution of any such action, suit or proceeding the Committee member
     shall in writing offer the Company the opportunity, at its own expense,
     to handle and defend the same.

Item 7.   Exemption From Registration Claimed.

          Not Applicable.

Item 8.   Exhibits.

Exhibit

4.1.1   Articles  of Incorporation of the registrant, as amended  through
        February  5,  1989:  Incorporated by reference to Exhibit  3.1  to  the
        Registration  Statement  on  Form S-4 of  RSI  Corporation  and  Porter
        Brothers, Inc., Commission File No. 33-30247 (the "Form S-4").
4.1.2   Articles  of  Amendment  to  Articles  of  Incorporation  of  the
        registrant: Incorporated by reference to Exhibit 3.1.2 to the Form S-4.
4.1.3   Articles of Merger of Harper Brothers, Inc., into RSI Corporation:
        Incorporated   by  reference  to  Exhibit  4.1.1  to  the  Registration
        Statement on Form S-8, Commission File No. 33-33116 (the "1990 Form  S-
        8").
4.1.4   Articles of Merger of Delta Woodside Industries, Inc., a Delaware
        corporation, into RSI Corporation: Incorporated by reference to Exhibit
        4.1.2 to the 1980 Form S-8.
4.1.5   Articles  of  Merger of Duncan Office Supplies, Inc.  into  Delta
        Woodside Industries, Inc.: Incorporated by reference to Exhibit 2.1  to
        the  registrant's Form 10-Q for the quarterly period ended December 29,
        1990 (the "December 1990 10-Q").
4.2.1   By-laws  of the registrant, as amended: Incorporated by reference
        to Exhibit 3.1.1 to the Form S-4.
4.2.2   Amendments  to  the  by-laws of the registrant:  Incorporated  by
        reference to Exhibit 2.2 to the December 1990 10-Q.
4.3     Specimen of Certificate for the registrant's common stock: Incorporated
        by reference to Exhibit 4.1.1 to the Form S-4.
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    Delta  Woodside  Industries, Inc. Long Term Incentive  Plan  (Effective
        November  6,  1997):  Incorporated by  reference  to  Exhibit  10.2  of
        Amendment  No.  1 to the Registration Statement on Form  S-4  of  Delta
        Mills,  Inc.(an  indirect wholly-owned subsidiary of  Delta  Woodside),
        dated December 11, 1997, Commission File No. 333-37617.

Item 9.   Undertakings.

     (a) The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement;

                (i)   To include any prospectus required by Section 10(a)(3)
          of the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
          after  the  effective date of the registration statement  (or  the
          most  recent post-effective amendment thereof) which, individually
          or  in  the  aggregate,  represent a  fundamental  change  in  the
          information    set   forth   in   the   registration    statement.
          Notwithstanding the foregoing, any increase or decrease in  volume
          of  securities  offered (if the total dollar value  of  securities
          offered  would  not  exceed that which  was  registered)  and  any
          deviation  from  the  low  or high end of  the  estimated  maximum
          offering  range  may be reflected in the form of prospectus  filed
          with  the Commission pursuant to Rule 424(b) if, in the aggregate,
          the  changes  in  volume and price represent no  more  than  a  20
          percent  change in the maximum aggregate offering price set  forth
          in  the  "Calculation of Registration Fee" table in the  effective
          registration statement.

               (iii)     To include any material information with respect to
          the   plan  of  distribution  not  previously  disclosed  in   the
          registration statement or any material change to such  information
          in the registration statement.

     provided,  however,  that paragraphs (a)(1)(i) and  (a)(1)(ii)  do  not
     apply if the registration statement is on Form S-3, Form S-8 or Form F-
     3,  and  the  information required to be included in  a  post-effective
     amendment  by  those paragraphs is contained in periodic reports  filed
     with  or  furnished  to  the Commission by the registrant  pursuant  to
     Section  13  or 15(d) of the Securities Exchange Act of 1934  that  are
     incorporated by reference in the registration statement.

           (2)  That, for the purpose of determining any liability under the
     Securities  Act  of 1933, each such post-effective amendment  shall  be
     deemed  to  be a new registration statement relating to the  securities
     offered therein, and the offering of such securities at that time shall
     be deemed to be the initial bona fide offering thereof.

           (3)   To  remove  from registration by means of a  post-effective
     amendment any of the securities being registered which remain unsold at
     the termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each  filing  of
the  registrant's annual report pursuant to Section 13(a) or  15(d)  of  the
Securities  Exchange Act of 1934 (and, where applicable, each filing  of  an
employee  benefit  plan's annual report pursuant to  Section  15(d)  of  the
Securities  Exchange Act of 1934) that is incorporated by reference  in  the
registration  statement  shall be deemed to be a new registration  statement
relating  to  the  securities offered therein,  and  the  offering  of  such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

      (h)   Insofar  as  indemnification for liabilities arising  under  the
Securities  Act  of  1933  may  be  permitted  to  directors,  officers  and
controlling  persons of the registrant pursuant to the foregoing provisions,
or  otherwise,  the registrant has been advised that in the opinion  of  the
Securities  and  Exchange Commission such indemnification is against  public
policy  as  expressed in the Act and is, therefore, unenforceable.   In  the
event that a claim for indemnification against such liabilities (other  than
the  payment  by the registrant of expenses incurred or paid by a  director,
officer or controlling person of the registrant in the successful defense of
any  action,  suit or proceeding) is asserted by such director,  officer  or
controlling  person in connection with the securities being registered,  the
registrant will, unless in the opinion of their counsel the matter has  been
settled   by  controlling  precedent,  submit  to  a  court  of  appropriate
jurisdiction  the  question whether such indemnification by  it  is  against
public  policy  as expressed in the Act and will be governed  by  the  final
adjudication of such issue.

                                 SIGNATURES

      Pursuant  to  the  requirements of the Securities  Act  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, Chief      February 4, 1998
Bettis C. Rainsford       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

Exhibit      Page

     4.1.1         Articles  of  Incorporation   of   the
                   registrant, as amended through February  5,  1989:
                   Incorporated by reference to Exhibit  3.1  to  the
                   Registration  Statement  on  Form   S-4   of   RSI
                   Corporation and Porter Brothers, Inc.,  Commission
                   File No. 33-30247 (the "Form S-4").
     4.1.2         Articles  of Amendment to  Articles  of
                   Incorporation  of the registrant: Incorporated  by
                   reference to Exhibit 3.1.2 to the Form S-4.
     4.1.3         Articles  of Merger of Harper Brothers,
                   Inc.,   into  RSI  Corporation:  Incorporated   by
                   reference  to  Exhibit 4.1.1 to  the  Registration
                   Statement  on  Form S-8, Commission File  No.  33-
                   33116 (the "1990 Form S-8").
     4.1.4         Articles  of  Merger of Delta  Woodside
                   Industries, Inc., a Delaware corporation, into RSI
                   Corporation: Incorporated by reference to  Exhibit
                   4.1.2 to the 1980 Form S-8.
     4.1.5         Articles  of  Merger of  Duncan  Office
                   Supplies,  Inc.  into  Delta Woodside  Industries,
                   Inc.: Incorporated by reference to Exhibit 2.1  to
                   the  registrant's  Form  10-Q  for  the  quarterly
                   period ended December 29, 1990 (the "December 1990
                   10-Q").
     4.2.1         By-laws  of the registrant, as amended:
                   Incorporated by reference to Exhibit 3.1.1 to  the
                   Form S-4.
     4.2.2         Amendments  to  the  by-laws  of   the
                   registrant: Incorporated by reference  to  Exhibit
                   2.2 to the December 1990 10-Q.
     4.3           Specimen of Certificate for the registrant's
                   common stock: Incorporated by reference to Exhibit
                   4.1.1 to the Form S-4.
     5.1  p. 8     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 p. 10    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          Delta  Woodside Industries, Inc.  Long  Term
                   Incentive  Plan  (Effective  November  6,   1997):
                   Incorporated  by  reference  to  Exhibit  10.2  of
                   Amendment  No. 1 to the Registration Statement  on
                   Form  S-4  of  Delta  Mills,  Inc.(a  wholly-owned
                   subsidiary of Delta Woodside), dated December  11,
                   1997, Commission File No. 333-37617.