8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

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

        Date of Report (Date of earliest event reported): August 12, 2009

                               Delta Apparel, Inc.
                               -------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                     Georgia
                                  ------------
                          (State or Other Jurisdiction
                                of Incorporation)


         1-15583                                          58-2508794
  -------------------                               -----------------------
(Commission File Number)                      (IRS Employer Identification No.)


322 S. Main Street, Greenville, South Carolina                 29601
- ------------------------------------------------          ---------------
   (Address of Principal Executive Offices)                 (Zip Code)


                                 (864) 232-5200
                              ---------------------
                         (Registrant's telephone number
                              including area code)


                                 Not Applicable
                              --------------------
          (Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below)

[  ]  Written communications pursuant to Rule 425 under the Securities Act
      (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
      (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.

     (a) On August 12, 2009, the Board of Directors of Delta Apparel,  Inc. (the
"Corporation")  adopted amendments to the Corporation's Bylaws. The following is
a summary of the principal changes effected by the amendments:

     o    The Bylaws were revised to permit the holders of a majority of
          outstanding shares and the Board of Directors to call a special
          shareholder meeting.

     o    The Bylaws were amended to clarify that departed directors and
          officers receive the benefit of the Bylaws' indemnification and
          expense advancement provisions.

     o    Other amendments to the Bylaws were adopted which were either
          corrective in nature or were conforming changes.

     For the effective dates of the amendments, see Exhibit 3 to this Report,
which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

       (d) Exhibits

        3. Amendments to Bylaws, adopted August 12, 2009.




                                   SIGNATURES

     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 hereunto duly authorized.



                                 DELTA APPAREL, INC.



Date:  August 14, 2009              /s/ Deborah H. Merrill
                                 ---------------------------------------
                                 Deborah H. Merrill
                                 Vice President, Chief Financial Officer
                                 and Treasurer



                                    EXHIBITS

3. Amendments to Bylaws, adopted August 12, 2009.

EX-3

                                                                       Exhibit 3

                               DELTA APPAREL, INC.
                               BOARD OF DIRECTORS
                   RESOLUTIONS RESPECTING AMENDMENTS TO BYLAWS


         The Board of Directors (the "Board") of Delta Apparel, Inc., a Georgia
corporation (the "Corporation"), does hereby adopt the following resolutions of
the Board:

         WHEREAS, the Board believes that it is in the best interest of the
Corporation and its shareholders to amend the Corporation's bylaws (the
"Bylaws") to more closely align the shareholder special meeting provisions to
the requirements of the Georgia Business Corporation Code, to clarify the
indemnification provisions as respects departed directors and officers and to
make certain other corrective and conforming changes;

         NOW, THEREFORE, the Board hereby resolves as follows:

         1.        Section 2.2 of the Bylaws is amended to read in full as
follows:

                  "2.2 Special Meetings. Special meetings of the shareholders
         may be called at any time by the Board of Directors, by the Chairman of
         the Board of Directors, by the President, by a committee of the Board
         of Directors that has been duly designated by the Board of Directors
         and the powers and authority of which, as provided in a resolution of
         the Board of Directors or in these Bylaws, include the power to call
         such meetings, and by the holders of a majority of shares outstanding
         and entitled to vote at such meeting; and special meetings of
         shareholders may not be called by any other person or persons. Any
         special meeting of the shareholders shall be held on such date and at
         such time and place (within or outside the State of Georgia) as shall
         be set forth in the notice thereof. Only such business shall be
         conducted at a special shareholder meeting as shall have been brought
         before such meeting pursuant to the Corporation's notice of meeting
         given in accordance with Section 2.3."

         2.        The second sentence of Section 3.2 of the Bylaws is amended
to read in full as follows: "Except as provided in Section 3.5, the Directors
shall be elected as provided in Section 2.5."

         3.        Section 2.13(f) of the Bylaws is amended to read in full as
follows:

                   "(f) such other information as the Corporation may reasonably
request."

         4.        Section 8.1(d) of the Bylaws is amended to read in full as
follows:

                   "(d) The right to indemnification and advancement of expenses
         provided by or granted pursuant to this Section 8.1 shall vest (or be
         deemed to vest) at the time that a person becomes (or became) a
         director or officer of the Corporation, shall continue as to a person
         who has ceased to be a director or officer of the Corporation and shall
         inure to the benefit of the heirs, executors, and administrators of
         such a person. Such indemnification and advancement of expenses
         provided by or granted pursuant to this Section 8.1 shall be a
         contractual right of the Corporation's current and former directors and
         officers."


         5.        Section 8.1(b) of the Bylaws is amended to read in full as
follows:

                   "(b) The Corporation may purchase and maintain insurance on
         behalf of those persons for whom it is entitled to purchase and
         maintain insurance against any liability asserted against such persons
         and incurred by such persons in any of the capacities specified in or
         arising out of such persons' status as described in Section 14-2-858 of
         the Code (or any successor provision), whether or not the Corporation
         would have the power to indemnify such persons against such liability
         under the laws of the State of Georgia."

         6.        The Corporation shall perform all such acts as shall be
necessary or advisable in order to accomplish the purposes of these resolutions.

         7.        Each officer of the Corporation is authorized, on behalf of
the Corporation, to perform all such acts and to execute, deliver and/or file
with any governmental agency or other entity all such instruments, agreements
and other documents as such officer may deem necessary or desirable in order to
carry into effect the intent and purposes of these resolutions.

         8.        The Secretary or any Assistant Secretary of the Corporation
is authorized to make such corrective or minor modifications or additions to the
foregoing resolutions as shall be deemed necessary or appropriate, so long as
the resolutions, as so modified or supplemented, effect the intent and purposes
of these resolutions.

         9.        Section 2 of these resolutions shall be effective as of
August 17, 2006. Sections 3 and 5 of these resolutions shall be effective as of
December 10, 1999. All other provisions of these resolutions shall be effective
as of the date of adoption of these resolutions.

         Adopted on August 12, 2009.