8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K
                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                                  May 30, 2002
                Date of Report (Date of earliest event reported)


                                   GFSI, INC.
               (Exact name of registrant specified in its charter)


         Delaware                        333-24189              74-2810748
         --------                        ---------              ----------
(State or other jurisdiction of   (Commission File Number)   (I.R.S. Employer
incorporation or organization)                               Identification No.)


                              9700 Commerce Parkway
                              Lenexa, Kansas 66219
                              --------------------
              (Address of principal executive offices and zip code)


        Registrant's telephone number, (913) 888-0445 including area code






ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT


(a)  Previous independent accountants

     (i) GFSI, Inc. has dismissed  PricewaterhouseCoopers LLP as its independent
     accountants  effective  May 28,  2002.  The  Registrant's  audit  committee
     recommended  the  change  of  independent  accountants,  and the  Board  of
     Directors approved the decision to change independent accountants.

     (ii) The report of  PricewaterhouseCoopers  LLP on the Company's  financial
     statements as of June 29, 2001 and for the fiscal year then ended contained
     no  adverse  opinion or  disclaimer  of opinion  and was not  qualified  or
     modified as to  uncertainty,  audit scope or accounting  principle.  Fiscal
     year 2000 was audited by other independent accountants.

     (iii) In connection  with its audit for the fiscal year ended June 29, 2001
     and  through  May  28,  2002,  there  have  been  no   disagreements   with
     PricewaterhouseCoopers  LLP on  any  matter  of  accounting  principles  or
     practices,  financial statement disclosure, or auditing scope or procedure,
     which    disagreements   if   not   resolved   to   the   satisfaction   of
     PricewaterhouseCoopers LLP would have caused them to make reference thereto
     in their report on the financial statements for such years.

     (iv) During the fiscal  year ended June 29, 2001 and through May 28,  2002,
     there have been no  reportable  events (as defined in  Regulation  S-K Item
     304(a)(1)(v)).

     (v) The Registrant has requested that PricewaterhouseCoopers LLP furnish it
     with a letter  addressed  to the SEC stating  whether or not it agrees with
     the above statements.  A copy of such letter,  dated May 30, 2002, is filed
     as Exhibit 16 to this Form 8-K.

(b)  New independent accountants

     (i) The Registrant  engaged KPMG LLP as its new independent  accountants as
     of May 28, 2002. The Registrant's audit committee recommended the change of
     independent accountants and the Board of Directors approved the decision to
     change independent accountants. During the two most recent fiscal years and
     through  May 28,  2002,  the  Registrant  has not  consulted  with KPMG LLP
     regarding  the   application  of  accounting   principles  to  a  specified
     transaction,  either  completed or proposed,  or the type of audit  opinion
     that might be rendered on the Registrant's financial statements.



ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

Exhibit 16.1   Letter from PricewaterhouseCoopers LLP regarding change in
               certifying accountant.




SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


GFSI,  INC.
May 30, 2002
                             /s/  J. CRAIG PETERSON
                            --------------------------------------
                            J. Craig Peterson, Sr. Vice President of Finance and
                            Principal Accounting Officer




                                        2

EX-99

                                                                    EXHIBIT 16.1




May 30, 2002

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Commissioners:

We have  read  the  statements  made by GFSI,  Inc.  (copy  attached),  which we
understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as
part of the  Company's  Form 8-K report  dated May 30,  2002.  We agree with the
statements concerning our Firm in such Form 8-K.

Very truly yours,




PricewaterhouseCoopers LLP