AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 16, 2002
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                   SCHEDULE TO
                                 (RULE 14D-100)
                             TENDER OFFER STATEMENT
                      UNDER SECTION 14(D)(1) OR 13(E)(1) OF
                      THE SECURITIES EXCHANGE ACT OF 1934.

                                 AMENDMENT NO. 3

                               DELTA APPAREL, INC.
                       (NAME OF SUBJECT COMPANY (ISSUER))

                               DELTA APPAREL, INC.
                        (NAME OF FILING PERSON (ISSUER))

                     COMMON STOCK, $0.01 PAR VALUE PER SHARE
                         (TITLE OF CLASS OF SECURITIES)

                                    247368103
                      (CUSIP NUMBER OF CLASS OF SECURITIES)

                               HERBERT M. MUELLER
                               DELTA APPAREL, INC.
                        2750 PREMIERE PARKWAY, SUITE 100
                                DULUTH, GA 30097
                                 (678) 775-6900
           (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
         RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)

                                    COPY TO:
                              ERIC K. GRABEN, ESQ.
                     WYCHE, BURGESS, FREEMAN & PARHAM, P.A.
                         44 EAST CAMPERDOWN WAY (29601)
                               POST OFFICE BOX 728
                            GREENVILLE, SC 29602-0728
                                 (864) 242-8200

                            CALCULATION OF FILING FEE


- ------------------------------------------------------------ ---------------------------------------------------------
                                                                            
                   Transaction Valuation                                       Amount of Filing Fee
                       $7,700,000.00                                                 $1,540.00
- ------------------------------------------------------------ ---------------------------------------------------------


*Calculated solely for the purpose of determining the filing fee, based upon the
purchase of 350,000 shares at $22 per share.


___    CHECK  THE BOX IF ANY  PART  OF THE FEE IS  OFFSET  AS  PROVIDED  BY RULE
       0-11(A)(2)  AND  IDENTIFY  THE FILING WITH WHICH THE  OFFSETTING  FEE WAS
       PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION  NUMBER, OR
       THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.

       Amount Previously Paid:         $1,540.00
       Form or Registration No.:       Schedule TO
       Filing Party:                   Issuer
       Date Filed:                     December 7, 2001

___    CHECK BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS MADE
       BEFORE THE COMMENCEMENT OF A TENDER OFFER.

       Check the appropriate  boxes to designate any  transactions to which this
       statement relates:

       ___    THIRD-PARTY TENDER OFFER SUBJECT TO RULE 14D-1.
       ___    ISSUER TENDER OFFER SUBJECT TO RULE 13E-4.
       ___    GOING-PRIVATE TRANSACTION SUBJECT TO RULE 13E-3.
       ___    AMENDMENT TO SCHEDULE 13D UNDER RULE 13D-2.

       Check the following box if the filing is a final amendment  reporting the
       results of the tender offer. ?

- --------------------------------------------------------------------------------

This  Amendment  No. 3 amends and  supplements  the Tender  Offer  Statement  on
Schedule TO filed on December 7, 2001,  as amended by  Amendment  No. 1 filed on
December  18, 2001 and  Amendment  No. 2 filed on December  31,  2001,  by Delta
Apparel,  Inc., a Georgia  corporation (the "Company"),  relating to an offer by
the  Company to  purchase up to 350,000  shares of its Common  Stock,  $0.01 par
value per share (the  "Shares"),  as provided in the Company's Offer to Purchase
dated  December 7, 2001,  as amended on December  18, 2001 and December 31, 2001
(the "Offer to Purchase"),  at a purchase price not greater than $22.00 nor less
than $19.00 net per Share in cash upon the terms and  subject to the  conditions
set forth in the Offer to Purchase and the related Letter of Transmittal,  which
together  constitute the "Offer." Copies of the Offer to Purchase and the Letter
of Transmittal are Exhibits (a)(1) and (a)(2), respectively, to the Schedule TO.

The information in the Offer is hereby  incorporated by reference in response to
all items in this  Schedule  TO as  amended by  Amendments  No. 1 and 2 and this
Amendment No. 3 thereto.

ITEM 4.  TERMS OF THE TRANSACTION.

The tender offer expired at 5:00 p.m.,  New York City time, on January 10, 2002.
A total of 338,171 Shares were validly  tendered,  not properly  withdrawn,  and
accepted for purchase by the Company at a purchase price of $22 per Share.

ITEM 12.  MATERIAL TO BE FILED AS EXHIBITS

(a)(5)(iv) Text of Press Release issued by Company dated January 11, 2002.




                                    SIGNATURE

         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete, and correct.

                                DELTA APPAREL, INC.


                                By:  /s/ Herbert M. Mueller
                                     ---------------------------------------
                                     Herbert M. Mueller
                                     Vice President & Chief Financial Officer

Dated:  January 16, 2002




                                  EXHIBIT INDEX

(a)(5)(iv) Text of Press Release issued by Company dated January 11, 2002.





                               EXHIBIT (A)(5)(IV)

January 11, 2002  Press Release

Delta Apparel Self-Tender Completed

DULUTH, Ga. --(BUSINESS  WIRE)--January 11, 2002--Delta Apparel,  Inc.(AMEX:DLA)
announced  that its tender  offer for up to 350,000  shares of its common  stock
expired at 5:00 PM New York time on January 10, 2002.  The  preliminary  results
show that a total of 338,461  shares  were  tendered  (including  36,204  shares
subject to guaranteed delivery) and, based upon such results, Delta Apparel will
purchase  all  shares  tendered.  The  purchase  price will be $22.00 per share.
Payment will be made on or about  January 18,  2002.  The final number of shares
tendered will be determined after all transmittal  documents have been processed
and will be reported in an  amendment  to Delta  Apparel's  Schedule  TO-I to be
filed with the Securities and Exchange Commission.

Delta Apparel, Inc. is a vertically integrated manufacturer and marketer of high
quality knit apparel.  The Company specializes in selling undecorated  T-shirts,
golf shirts and tank tops to  distributors,  screen  printers and private  label
accounts.  Delta  Apparel has  operations in five states,  two  company-operated
sewing  facilities  in  Honduras  and one  company-operated  sewing  facility in
Mexico. The Company employs about 2,600 worldwide.

CONTACT: Delta Apparel, Inc.
Herb Mueller, 678-775-6948