SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.      )

Filed by the Registrant  x

Filed by a Party other than the Registrant  o

Check the appropriate box:

o  Preliminary Proxy Statement	o  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x  Definitive Proxy Statement
o  Definitive Additional Materials
o  Soliciting Material under Rule 14a-12

SUPERIOR UNIFORM GROUP, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.

o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

     (1) Title of each class of securities to which transaction applies:

     (2) Aggregate number of securities to which transaction applies:

     (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

     (4) Proposed maximum aggregate value of transaction:

     (5) Total fee paid:

o Fee paid previously with preliminary materials.

o Check box if any part of the fee is offset as provided by Exchange Act Rule  0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

     (1) Amount Previously Paid:

     (2) Form, Schedule or Registration Statement No.:

     (3) Filing Party:

     (4) Date Filed:

TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT FOR 2002 ANNUAL MEETING OF SHAREHOLDERS
ELECTION OF DIRECTORS
MANAGEMENT
SECURITY OWNERSHIP
SUMMARY COMPENSATION TABLE
	Report of the Compensation Committee and Stock Option Committee
	Report of the Audit Committee
	Performance Graph
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
OTHER BUSINESS
SHAREHOLDER PROPOSALS FOR PRESENTATION AT THE 2002 ANNUAL MEETING

Superior Uniform Group, Inc.
10099 Seminole Boulevard
P.O. Box 4002
Seminole, FL 33775-0002

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 3, 2002

NOTICE IS HEREBY GIVEN that the Annual Meeting of the shareholders of SUPERIOR UNIFORM GROUP, INC., (the “Company”) will be held at the offices of the Company, 10099 Seminole Boulevard, Seminole, Florida, on May 3, 2002 at 10 A.M. (Local Time) for the following purposes:

1.	To elect eight (8) Directors to hold office until the next annual meeting of shareholders and until their respective successors are duly elected or appointed and qualified;
2.	To ratify the appointment of Deloitte & Touche LLP as independent auditors for the year 2002; and
3.	To transact such other business as may properly come before the meeting or any adjournment thereof.

The close of business on March 13, 2002 has been fixed as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting and any adjournment thereof.

By Order of the Board of Directors,

Seminole, Florida, March 22, 2002	ANDREW D. DEMOTT, JR
	Secretary

IMPORTANT
TO ENSURE YOUR REPRESENTATION AT THIS MEETING PLEASE MARK,
DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT
PROMPTLY. THANK YOU.

This instrument contains ___ pages.

SUPERIOR UNIFORM GROUP, INC.
10099 Seminole Boulevard
Seminole, Florida 33772

PROXY STATEMENT FOR 2002
ANNUAL MEETING OF SHAREHOLDERS

     This Proxy Statement is furnished by the Board of Directors of Superior Uniform Group, Inc. (the “Company”) in connection with the solicitation of proxies to be voted at the Company’s 2002 Annual Meeting of Shareholders, which will be held at 10:00 a.m. Local Time on May 3, 2002 at the offices of the Company, 10099 Seminole Boulevard, Seminole, Florida (the “Meeting”).

     Any proxy delivered pursuant to this solicitation may be revoked, at the option of the person executing the proxy, at any time before it is exercised by delivering a signed revocation to the Company, by submitting a later-dated proxy, or by attending the Meeting in person and casting a ballot. If proxies are signed and returned without voting instructions, the shares represented by the proxies will be voted as recommended by the Board of Directors. Shares that are not voted, either by casting a ballot in person or by returning a signed proxy, by the shareholders or brokers entitled to vote them, or through abstention, will not be considered in the final tabulation.

     The cost of soliciting proxies will be borne by the Company. In addition to the use of the mails, proxies may be solicited personally or by telephone by regular employees of the Company. The Company does not expect to pay any compensation for the solicitation of proxies, but may reimburse brokers and other persons holding stock in their names, or in the names of nominees, for their expenses in sending proxy materials to their principals and obtaining their proxies. The approximate date on which this Proxy Statement and enclosed form of proxy has been first mailed to shareholders is March 28, 2002.

     The close of business on March 13, 2002 has been designated as the record date for the determination of shareholders entitled to receive notice of and to vote at the Meeting. As of March 1, 2002, 7,032,887 shares of the Company’s common stock, par value $.001 per share, (the “Common Stock”) were issued and outstanding. Each shareholder will be entitled to one vote for each share of Common Stock registered in his or her name on the books of the Company on the close of business on March 13, 2002 on all matters that come before the Meeting.

ELECTION OF DIRECTORS

     The By-Laws of the Company set the size of the Board of Directors at not less than three (3) nor more than eight (8). The Board of Directors currently consists of eight members. Directors hold their positions until the Meeting at which time the term expires, after their respective successors are elected and qualified.

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     The Board of Directors recommends that eight (8) Directors be elected at the Meeting to hold office until the Company’s annual meeting in 2003 and until their successors shall be duly elected and qualified or until their earlier resignation, removal from office, or death. The Board of Directors unanimously recommends that you vote “FOR” the reelection of Gerald M. Benstock, Alan D. Schwartz, Michael Benstock, Saul Schechter, Peter Benstock, Manuel Gaetan, Ph.D., Sidney Kirschner and Robin Hensley, as Directors, to serve the term as described above. See “Management — Directors and Executive Officers” and “Certain Transactions” for further information on such nominees. In the event any of the nominees should be unable to serve, which is not anticipated, the proxy committee, which consists of Directors Gerald M. Benstock, Alan D. Schwartz and Saul Schechter, will vote for such other person or persons for the office of Director as the Board of Directors may recommend.

     Shareholders may vote for up to eight (8) nominees and the eight (8) nominees receiving the highest number of votes shall be elected. Shareholders may not vote cumulatively in the election of Directors.

MANAGEMENT

Directors and Executive Officers

     The following table sets forth the names and ages of the Directors and executive officers and the positions they hold with the Company. Executive officers serve at the pleasure of the Board of Directors.

Name	Age		Position
Gerald M. Benstock		71	Chairman, Chief Executive Officer, Director and a member of the Executive Committee.
Alan D. Schwartz		51	Co-President, Director and a member of the Executive Committee.
Michael Benstock		46	Co-President, Director and a member of the Executive Committee.
Saul Schechter		68	Executive Vice President, Director and a member of the Executive Committee.
Peter Benstock		40	Executive Vice President, Director and a member of the Executive Committee.
Manuel Gaetan, Ph.D.		64	Director and a member of the Audit, Ethics, Stock Option and Compensation Committees.
Sidney Kirschner		67	Director and a member of the Audit, Ethics, Stock Option and Compensation Committees.
Robin M. Hensley		45	Director and a member of the Audit, Ethics, Stock Option and Compensation Committees.
Andrew D. Demott, Jr.		38	Senior Vice President, Treasurer, Chief Financial Officer and Secretary.

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     Gerald M. Benstock is the Chairman of the Board of Directors and Chief Executive Officer of the Company. Mr. Benstock has served in these positions for more than the past 5 years, and prior to May 1, 1992, served as President of the Company. Mr. Benstock also has served as a Director of the Company since 1951.

     Alan D. Schwartz has served as Co-President of the Company since May 1, 1992. Prior to such date, Mr. Schwartz served as Executive Vice President. Mr. Schwartz has also served as a Director of the Company since 1981.

     Michael Benstock has served as Co-President of the Company since May 1, 1992. Prior to such date, Mr. Benstock served as Executive Vice President of the Company. Mr. Benstock has also been a Director of the Company since 1985.

     Saul Schechter has served as Executive Vice President for more than the past 5 years and has been a Director of the Company since 1957.

     Peter Benstock has served as Executive Vice President since February 8, 2002, formerly Senior Vice President since February 7, 1994. Mr. Benstock has also been a Director of the Company since 1990.

     Manuel Gaetan, Ph.D., has been a Director of the Company since November 7, 1991. He is President and Chief Executive Officer of MGR Enterprises, Inc. Prior thereto, Dr. Gaetan was President and C.E.O. of Bobbin Blenheim, Inc.

     Sidney Kirschner has been a Director of the Company since September 25, 1996. He has been President and Chief Executive Officer of Northside Hospital, Inc. since 1992. Prior thereto, he served as Chairman of the Board, President and Chief Executive Officer of National Service Industries, Inc. He also currently serves as a director of Fortune Brands, Inc.

     Robin M. Hensley has been a Director of the Company since August 1, 2000. She is Executive Goal Coach of Personal Construction LLC. Prior thereto, she was Vice President of Patton Construction.

     Andrew D. Demott, Jr. has been Senior Vice President, Chief Financial Officer, Secretary and Treasurer since February 8, 2002. Formerly, he served as Vice President, Chief Financial Officer and Treasurer since June 15, 1998. Mr. Demott also has served as Secretary since July 31, 1998. Prior to such dates, Mr. Demott served as an Audit Senior Manager with Deloitte & Touche, LLP since September 1995. Prior to that date, Mr. Demott was an Audit Manager with Deloitte & Touche LLP since September 1992.

     No family relationships exist between the Company’s Directors, nominees and executive officers, except that Michael Benstock and Peter Benstock are sons of Gerald M. Benstock, and Alan D. Schwartz is his son-in-law. There are no arrangements or understandings between any Director or nominee and any other person concerning service or nomination as a Director.

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Director Committees and Meetings

     The Board has Executive, Audit, Stock Option and Compensation Committees; it does not have a Nominating Committee. The entire Board of Directors functions as a Nominating Committee, and the Board will consider any written recommendations from shareholders for positions on the Board of Directors. Nominations from shareholders should be directed in writing to the Secretary of the Company.

     The current members of the Executive Committee are Messrs. Gerald M. Benstock, Alan D. Schwartz, Michael Benstock, Peter Benstock and Saul Schechter. The current members of the Audit, Stock Option and Compensation Committees are Messrs Manuel Gaetan, Ph.D., Sidney Kirschner and Ms. Robin Hensley.

     The Board of Directors held four meetings during 2001. Directors are compensated on the basis of $1,250 quarterly and $1,000 per meeting attended; Directors attending Audit or Compensation Committee meetings on a day other than the day of the Directors’ meeting receive $300 per meeting of such Committee.

     Directors who are full-time employees of the Company receive no extra compensation for their services as Directors.

     The Executive Committee is authorized to act in place of the Board of Directors during periods between Board meetings. It met six times during the year.

     The Audit Committee held three meetings in 2001. The Committee is responsible for certain matters pertaining to the auditing, internal control, and financial reporting of the Corporation, as set forth in the Committee’s report below and in its charter filed as Exhibit A in the Company’s Proxy dated March 23, 2001. The Company’s Board of Directors believes that the members of the Committee meet the independence and financial literacy requirements of the American Stock Exchange.

     The Compensation Committee met three times during the year. Its principal function is to make recommendations to the Board of Directors with respect to the compensation of officers and directors.

     The Stock Option Committee met three times during the year. Its principal function is to make recommendations to the Board of Directors with respect to the granting of incentive stock options to officers and key employees.

     In 2001, each incumbent Director attended at least 75% of all meetings of the Board and of each committee for which he/she was a member with the exception of Mr. Kirschner. Mr. Kirschner attended 67% of the committee meetings of which he is a member.

     See “Certain Transactions” for additional information on certain members of management.

Security Ownership of Management and Others

     The following table sets forth, as of December 31, 2001, information as to the beneficial ownership of the Company’s Common Stock by (i) each person known to the Company having beneficial ownership of more than 5% of the Company’s Common Stock, (ii) each Director, (iii) each executive officer and (iv) all Directors and executive officers as a group:

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SECURITY OWNERSHIP

	Amount and Nature of			Percent of
Name and Address of Beneficial Owner	Beneficial Ownership (1)			Class
GERALD M. BENSTOCK		1,305,907	(2)(3)(9)		18.57	%
10099 Seminole Blvd
Seminole, FL 33772-2539
DIMENSIONAL FUND ADVISORS, INC		671,400	(4)		9.55	%
1299 Ocean Avenue
Santa Monica, California 90401
FRANKLIN ADVISERS		537,500	(5)		7.65	%
777 Mariner’s Island Blvd
San Mateo, CA
GERALD M. BENSTOCK AND MOCHELLE A. STETTNER,		528,062	(2)(7)		7.51	%
as Executors under Will of
Jane Benstock
c/o Siben & Siben
90 East Main Street
Bay Shore, New York 11706
MOCHELLE A. STETTNER		421,685	(7)(8)		6.00	%
2331 Lehigh Parkway N.
Allentown, PA 18130
Royce & Associates, Inc.		390,200	(6)		5.55	%
1414 Avenue of the Americas
New York, NY 10019
ALAN D. SCHWARTZ		203,006	(9)		2.89	%
10099 Seminole Boulevard
Seminole, Florida 33772-2539
MICHAEL BENSTOCK		199,872	(9)		2.85	%
10099 Seminole Boulevard
Seminole, Florida 33772-2539
PETER BENSTOCK		148,585	(9)		2.12	%
10099 Seminole Boulevard
Seminole, Florida 33772-2539

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	Amount and Nature of			Percent of
Name and Address of Beneficial Owner	Beneficial Ownership (1)			Class
SAUL SCHECHTER		37,500	(9)		0.54	%
10099 Seminole Boulevard
Seminole, Florida 33772-2539
ANDREW D. DEMOTT, JR		17,500	(9)		0.25	%
10099 Seminole Blvd
Seminole, FL 33772-2539
SIDNEY KIRSCHNER		7,000	(9)		0.10	%
10099 Seminole Boulevard
Seminole, Florida 33772-2539
MANUEL GAETAN, PH.D		6,900	(9)		0.10	%
10099 Seminole Blvd
Seminole, Florida 33772-2539
ROBIN HENSLEY		1,750	(9)		0.03	%
10099 Seminole Blvd
Seminole, Florida 33772-2539
All Directors and Executive Officers		1,928,020	(1)(2)(3)(9)		27.42	%
as a group (9 persons)

⁽¹⁾ Except as otherwise indicated, all shares are individually held of record with sole voting and investment power or held of record by relative(s) of the named shareholder and the named shareholder has sole or shared voting and investment power.

⁽²⁾ Gerald M. Benstock and the estate of Jane Benstock may be deemed “associates” as that term is defined in the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended. Mr. Benstock and his sister are co-executors and remaindermen of the estate of Jane Benstock (their mother); the extent of their beneficial interest in or ownership of the Company Common Shares owned by the estate is indeterminable at present. None of the shares held by Mr. Benstock and his sister as executors are included in the listing for Mr. Benstock.

⁽³⁾ Includes 75,240 shares held of record by Mr. Benstock’s wife and 17,850 shares held by a trust in which Mr. Benstock is the trustee and has sole investment power and 1,178,217 shares held by Benstock-Superior Ltd., a limited partnership owned by a trust in which Mr. Benstock is the sole beneficiary and trustee with sole investment power. The trust is the general partner of Benstock-Superior Ltd.

⁽⁴⁾ According to a Schedule 13G filed with the Commission, Dimensional Fund Advisors, Inc. (“Dimensional”), an investment advisor registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and

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serves as investment manager to certain other commingled group trusts and separate accounts. These investment companies, trusts and accounts are the “Funds”. In its role as investment advisor or manager, Dimensional possesses voting and/or investment power over the securities of the Issuer described in this schedule that are owned by the Funds. All securities reported in this schedule are owned by the Funds. Dimensional disclaims beneficial ownership of such securities.

⁽⁵⁾ According to a Schedule 13G filed with the Commission, Franklin Resources, Inc. (“Franklin”), a registered investment advisor, is deemed to have beneficial ownership of 537,500 shares; all such shares are held in the portfolio of Franklin Advisory Services, LLC. Franklin has sole power to vote and sole disposition power for all shares.

⁽⁶⁾ According to a Schedule 13G filed with the Commission, Royce & Associates, Inc. (“R&A”), an investment advisor, furnishes investment advice to five investment companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other private funds and separate accounts. These investment companies, private funds and accounts are the “Funds.” In its role as investment advisor or manager, R&A possesses voting and/or investment power over the securities of the issuer described in this schedule that are owned by the Funds. R&A disclaims beneficial ownership of such securities.

⁽⁷⁾ Mochelle A. Stettner and the estate of Jane Benstock may be deemed “associates” as that term is defined in the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended. Mrs. Stettner and her brother are co-executors and remaindermen of the estate of Jane Benstock (their mother); the extent of their beneficial interest in or ownership of the Company Common Shares owned by the estate is indeterminable at present. None of the shares held by Mrs. Stettner and her brother as executors are included in the listing for Mrs. Stettner.

⁽⁸⁾ Includes 5,144 shares owned by a Trust of which Mrs. Stettner is a Co-Trustee with two of her adult children and 2,400 shares owned by Mrs. Stettner’s husband and 10,000 shares owned by a corporation controlled by her husband, to which Mrs. Stettner disclaims beneficial ownership.

⁽⁹⁾ The share ownership given for each of the above includes options, some expiring in 2002, 2003, 2004, 2005 and the balance in 2006, as follows: Mr. G. M. Benstock – 36,600 shares; Mr. Schwartz – 40,000 shares; Mr. M. Benstock – 40,000 shares; Mr. P. Benstock – 40,000 shares; Mr. Schechter – 32,500 shares; Mr. Demott – 17,500 shares; Dr. Gaetan – 6,000 shares; Mr. Kirschner – 6,000 shares, and Ms. Hensley – 1,500 shares.

Compensation of Executive Officers

     The following table is a summary of the compensation paid or accrued by the Company for the last three fiscal years, for services in all capacities to the Chief Executive Officer and the four other executive officers of the Company who were most highly compensated in the last year.

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SUMMARY COMPENSATION TABLE
Annual Compensation

									Long Term
							Other Annual		Compensation	Other
Name and					Bonus		Compensation		Awards	Compensation
Principal Position	Year		Salary ($)		($) (1)		($) (2)		Options (3) (#)	($) (4) (5)
Gerald M. Benstock,		2001	$	201,500	$	—	$	11,750	11,750 shares	$	-0-
Chairman and CEO		2000		201,500		—		11,750	7,250 shares		293,306
		1999		201,500		—		11,750	5,500 shares		294,601
Alan D. Schwartz,		2001		270,000		—		735	11,750 shares		1,700
Co-President		2000		260,000		—		735	9,000 shares		1,700
		1999		250,000		70,000		735	6,000 shares		—
Michael Benstock,		2001		270,000		—		735	11,750 shares		1,649
Co-President		2000		260,000		—		735	9,000 shares		1,700
		1999		250,000		70,000		735	6,000 shares		—
Saul Schechter,		2001		226,000		—		735	9,000 shares		1,700
Executive Vice President		2000		218,000		—		735	7,500 shares		800
		1999		212,000		45,000		735	5,000 shares		—
Peter Benstock,		2001		200,000		—		735	11,750 shares		1,581
Executive Vice President		2000		185,000		—		735	9,000 shares		1,700
		1999		170,000		60,000		735	6,000 shares		—

(1)	Cash bonus payments pursuant to an officers bonus pool as determined by the Compensation Committee and described further in the Report of the Compensation Committee and Stock Option Committee beginning on page 13 of the Proxy Statement.
(2)	Automobile allowance provided to executive officers.
(3)	Options granted in 1999, 2000 and 2001 were for a period of five years expiring on February 4, 2004, February 3, 2005 and February 12, 2006, respectively, issued under the Company’s 1993 Incentive Stock Option Plan.
(4)	The Company paid these net premiums under a Split-Dollar Life Insurance Agreement on behalf of Gerald M. Benstock for the benefit of the Benstock Family Insurance Trust. On January 14, 1991, the Company entered into a Split-Dollar Life Insurance Agreement (the “Agreement”) with the Benstock Family Insurance Trust, Michael Benstock and Alan D. Schwartz, Trustees (the “Trust”), pursuant to which the Company has agreed to advance certain sums to the Trust, without interest, to be used to pay the premiums on a life insurance policy obtained from Phoenix Home Life Mutual Insurance Company in the amount of $10,000,000 on the lives of Gerald M. Benstock and

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M. Joan Benstock, his spouse. In 1993, an additional $2,000,000 was added to the trust under an insurance policy from MassMutual Life Ins. Co. on the life of Gerald M. Benstock. The Trust was established and the policies obtained for estate planning purposes. Under the terms of the Agreement, the Company is obligated to advance that portion of the premium relating to Mr. Benstock, individually, so long as such premiums are payable under the policy. As of December 31, 2001, the Company had advanced $292,508 in aggregate for 2001 to the Trust. The Trust has assigned to the Company its interest in the policies as security for repayment of advances. Advances are repayable only upon (1) the death of the survivor of Mr. Benstock and his spouse, (2) the surrender of the policies by the Trust, or (3) the termination of the Agreement prior to the death of Mr. Benstock and his spouse.

(5)

The amounts for 2001 and 2000 include matching contributions on 401(k)deferrals in the amounts of $1,700 and $1,700 for Mr. Schwartz, $1,649 and $1,700 for Mr. M. Benstock, $1,700 and $800 for Mr. Schechter, and $1,581 and $1,700 for Mr. P. Benstock.

The following table details stock option grants made by the Company to the Chief Executive Officer and the four other most highly compensated executive officers of the Company.

STOCK OPTION GRANTS IN LAST FISCAL YEAR

										Potential Realizable
										Value at Assumed
										Annual Rates of Stock
										Price Appreciation for
										Option Term (1)
Individual Grants
(a)	(b)		(c)			(d)		(e)		(f)		(g)
	# of		% of Total
	Securities		Options
	Underlying		Granted to			Exercise
	Options		Employees			or Base
	Granted		in Fiscal			Price		Expiration
Name	(#)(2)		Year			($/Sh.)		Date		5% ($)		10% ($)
Gerald M. Benstock		11,750		4.5	%	$	9.35		2/12/2006		127,469		160,850
Alan D. Schwartz		11,750		4.5	%		8.50		2/12/2006		127,469		160,850
Michael Benstock		11,750		4.5	%		8.50		2/12/2006		127,469		160,850
Saul Schechter		9,000		3.4	%		8.50		2/12/2006		97,636		123,204
Peter Benstock		11,750		4.5	%		8.50		2/12/2006		127,469		160,850

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(1)	Based on five year option term and annual compounding. The 5% and 10% calculations are set forth in compliance with the Securities and Exchange Commission rules. The Company does not necessarily believe that the appreciation calculations in compliance with the rules are indicative of future stock option values.
(2)	The grants described in this column were granted by the Company in 2001 pursuant to the Company’s 1993 Stock Option Plan. The executive officers are considered for stock option grants by the Stock Option Committee on the same basis as all other employees of the Company. The grants are exercisable until February 12, 2006.
	The following table details aggregated stock option exercises in 2001 and stock option values as of December 31, 2001 for unexercised stock options held by the Chief Executive Officer and the four other most highly compensated executive officers of the Company.

AGGREGATED STOCK OPTION EXERCISES IN 2001
AND STOCK OPTION VALUES AS OF DECEMBER 31, 2001

							Value of Unexercised
	Shares				Number of Unexercised		In-the-Money Options
	Acquired on		Value Realized		Options at FY-End (#)		at FY-End ($)(1)
Name	Exercise (#)		($)		Exercisable		Exercisable
Gerald M. Benstock		—		—		11,750		—
		—		—		7,250		—
		—		—		5,500		—
		—		—		5,500		—
		—		—		6,600		—
Alan D. Schwartz		—		—		11,750	$	6,463
		—		—		9,000	$	6,075
		—		—		6,000		—
		—		—		6,000		—
		—		—		7,250		—
Michael Benstock		—		—		11,750	$	6,463
		—		—		9,000	$	6,075
		—		—		6,000		—
		—		—		6,000		—
		—		—		7,250		—
Saul Schechter		—		—		9,000	$	4,950
		—		—		7,500	$	5,063
		—		—		5,000		—
		—		—		5,000		—
		—		—		6,000		—
Peter Benstock		—		—		11,750	$	6,463
		—		—		9,000	$	6,075
		—		—		6,000		—
		—		—		6,000		—
		—		—		7,250		—

⁽¹⁾At fiscal year end December 31, 2001, the closing stock price was $9.05 per share on the American Stock Exchange. The numbers shown reflect the value of unexercised options accumulated between 1997 and 2001. The stock options described are options granted under the Company’s 1993 Stock Option Plan.

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Since 1942, the Company has had a retirement plan (the “Basic Plan”) which has been qualified under the Internal Revenue Code. The Basic Plan is a “defined benefit” plan, with benefits normally beginning at age 65, is non-contributory by an employee, and the Company’s contributions are not allocated to the account of any particular employee. All employees of the Company (except employees included in a retirement plan negotiated as part of a union contract) are eligible to participate in the Basic Plan. The Company also commenced effective November 1, 1994, the Superior Uniform Group, Inc. Supplemental Pension Plan (the “Supplemental Plan”) available to certain eligible employees of the Company. Retirement benefits available under the Supplemental Plan are based on the same provisions as in the qualified plan but ignore the salary limitations imposed by the Internal Revenue Service ($200,000 in 2001). Accordingly, all eligible employees, regardless of earnings, will receive exactly the same formula distribution upon retirement. The following table shows estimated annual retirement benefits for the Basic Plan and Supplemental Plan (the “Plan”) combined, which are payable to employees of the Company upon retirement in specified compensation and years of service classifications.

PENSION PLAN TABLE

		Total Years of Service at Retirement (Age 65 in 2007)
Remuneration		10		15		20		25 or more
(2002)
$	125,000	$	13,097	$	19,646	$	26,194	$	32,743
	150,000		16,347		24,521		32,694		40,868
	175,000		19,597		29,396		39,194		48,993
	200,000		22,847		34,271		45,694		57,118
	250,000		29,347		44,021		58,694		73,368
	300,000		35,847		53,771		71,694		89,618
	350,000		42,347		63,521		84,694		105,868
	400,000		48,847		73,271		97,694		122,118
	450,000		55,347		83,021		110,694		138,368
	500,000		61,847		92,771		123,694		154,618

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     The above table shows a projected annual single life annuity with annual retirement benefits which would accrue for various periods of employment at various compensation levels, assuming constant earnings in all future years, continuous employment until age 65, and no change in 2001 Covered Compensation Level. The Plan provides benefits based on years of service and earnings above and below the covered Compensation Base. The normal monthly retirement benefit is 17.5% of an employee’s average monthly compensation during the highest paid five years of the ten years immediately preceding retirement up to his Covered Compensation Base plus 32.5% of such average monthly compensation in excess of his Covered Compensation Base, reduced in the event such employee has less than 25 years of service. An employee’s compensation includes over-time pay, commissions and any bonus received and therefore includes executive officers compensation as described in Salary and Bonus in the Summary Compensation Table shown above. Of the five most highly compensated executive officers, Mr. G. Benstock, Mr. Schechter and Mr. Schwartz have the maximum years of service credited and Mr. M. Benstock and Mr. P. Benstock have 23 and 19 years service respectively credited under the Plan. The Basic Plan was amended as of November 1, 1989. Prior to the amendment, the Basic Plan provided benefits based on years of service and earnings in excess of the Covered Compensation Base (the wage bases on which maximum Social Security taxes are payable). Benefits accrued to November 1, 1989, under the Basic Plan prior to the recent amendment would be paid, if higher than the sums set forth above.

Report of the Compensation Committee and Stock Option Committee

     The following sections regarding “Report of the Compensation Committee and Stock Option Committee”, “Report of the Audit Committee” and the “Performance Graph” are not deemed to be “soliciting material” or to be “filed” with the Commission or subject to Regulation 14A under the Securities Exchange Act of 1934, or to the liabilities of Section 18 of the Securities Exchange Act of 1934.

     The following report was prepared by independent Directors Sidney Kirschner, Robin Hensley and Manuel Gaetan, Ph.D., as the members of the Company’s Compensation Committee and Stock Option Committee:

     Annual compensation (other than stock option grants) for the executive officers of the Company are determined by the Compensation Committee of the Company. Stock option grants will be made pursuant to the Company’s 1993 Incentive Stock Option Plan, at the discretion of the Stock Option Committee, to the Company’s officers and other key employees. The usual components of the annual compensation paid to all of the Company’s executive officers are (i) base salary; (ii) a cash bonus awarded pursuant to an informal bonus pool arrangement for Company officers as established by the Compensation Committee; (iii) allocations of contributions made by the Company to the respective accounts of the executive officers under its pension plans; (iv) matching contributions under the Company’s 401(k) plan; (v) stock option grants awarded by the Stock Option Committee; (vi) a car allowance; and (vii) for the Chief Executive Officer, advances pursuant to the Split Dollar Insurance arrangement described in footnote 4 of the summary compensation table of this Proxy Statement. Each of these components of annual compensation are determined based upon a variety of factors, most of which are subjective.

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     The base salaries of the Chief Executive Officer and all other executive officers of the Company are determined each year by the Compensation Committee based on factors and criteria consisting of comparison of similarly situated officers of similar companies, comparison of similarly situated officers of companies of similar size in the locale of the Company, years of service, assigned responsibilities, individual performance, growth of the Company, profitability of the Company and increases in the cost of living. In this connection, each year the Compensation Committee determines, after consultation with the Chief Executive Officer and other executive officers, an overall goal by which the aggregate amount of base salary increases for all employees of the Company, including the Chief Executive Officer and all other executive officers are not generally exceeded. Within such overall goal, individual allocations are then made within each department of the Company such that the aggregate base salaries paid to each member of that department generally comply with the target levels for that department. Generally, the same allocations within the same overall goal is made by the Compensation Committee with respect to the Chief Executive Officer and the other executive officers of the Company.

     During the first quarter of each fiscal year of the Company, the Compensation Committee establishes the guidelines for an informal bonus pool in which the Chief Executive Officer, all executive officers and all corporate managers are entitled to participate with a bonus, based upon varying percentages of the base salaries of all executive officers and all corporate managers of the Company, linked to annual pre-tax earnings as a percentage of annual net sales on a graduated basis. Individual allocations are then made by the Compensation Committee with respect to all executive officers of the Company, including the Chief Executive Officer. Criteria and factors for the individual allocations are based on responsibilities, individual performance and direct and indirect contribution to the profitability of the Company.

     Inasmuch as each of the Company’s pension plans cover all full-time employees (as defined in the Plan) of the Company, awards to all the executive officers under such plan are made on the same basis as are awards of all other participants.

     Stock option grants to all executive officers and other key employees of the Company, including the Chief Executive Officer, are made at the discretion of the Stock Option Committee pursuant to the Company’s Stock Option Plan. Factors and criteria used by the Stock Option Committee in the award of stock options included individual responsibilities, individual productivity, individual performance, direct and indirect contribution to the profitability of the Company. Any benefits derived from each stock option granted under the Stock Option Plan is directly attributable to any future increase in the value of the Company’s common stock.

     The automobile allowance awarded to each of the 5 most highly compensated executive officers of the Company has remained similar for the last 3 fiscal years of the Company. The automobile allowance is relatively minimal and is the same for each such executive officer. The allowance awarded to the Chief Executive Officer recognizes the title, function and responsibilities of the Chief Executive Officer and the manner in which he represents the Company.

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     Except with respect to the car allowance and the advances made annually to the split dollar insurance arrangement on behalf of the Chief Executive Officer, all other annual compensation awarded to the Chief Executive Officer was done on a similar basis, and with similar factors and criteria, as employed with respect to all other executive officers of the Company.

BY: Manuel Gaetan, Ph.D., Robin Hensley and Sidney Kirschner

Report of the Audit Committee

The Audit Committee is comprised of three non-employee members of the Board of Directors. The Board of Directors elects committee members if it determines that (1) all of them are “independent” pursuant to the applicable rules of the SEC and AMEX, (2) all of them are able to read and understand financial statements and (3) at least one of them has accounting or related financial management experience. The Board of Directors has elected the undersigned as members of the Audit Committee. The Audit Committee operates under a charter developed and adopted in 2000, to set forth its responsibilities, which was approved by the full Board. A copy of the charter, which reflects standards set forth in SEC regulations and AMEX rules, was included in last year’s Proxy statement.

As required by the charter, the Audit Committee reviewed the Company’s audited financial statements and met with management, as well as with Deloitte & Touche LLP, the Company’s independent auditors, to discuss the financial statements.

The Audit Committee received from Deloitte & Touche LLP the disclosures required by the Independence Standards Board Standard No. 1. regarding their independence and the report regarding the results of their audit. In connection with its review of the financial statements and the auditors’ disclosures and report, the members of the Audit Committee discussed with a representative of Deloitte & Touche LLP their independence, as well as the following pursuant to Statement on Auditing Standards No. 61:

• the auditors’ responsibilities in accordance with generally accepted accounting standards;

• the initial selection of, and whether there were any changes in, significant accounting policies or their application;

• management’s judgments and accounting estimates;

• whether there were any significant audit adjustments;

• whether there were any disagreements with management;

• whether there were any consultations with other accountants;

• whether there were any major issues discussed with management prior to the auditors’ retention;

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• whether the auditors encountered any difficulties in performing the audit; and

• the auditor’s judgments about the quality of the Corporation’s accounting policies.

Based on its reviews and its discussions with management and the Company’s independent auditors, the Audit Committee did not become aware of any material misstatements or omissions in the financial statements. Accordingly, the Audit Committee recommended to the Board of Directors that the financial statements be approved for inclusion in the Annual Report on Form 10-K for the period ended December 31, 2001 for filing with the Securities and Exchange Commission. The Audit Committee also determined that the non-audit services provided by Deloitte & Touche LLP discussed under “Independent Certified Public Accountants” are compatible with maintaining the independence of the independent auditors.

BY: Robin Hensley, Manuel Gaetan, Ph.D. and Sidney Kirschner

Performance Graph

COMPARISON OF FIVE YEAR CUMULATIVE RETURN* AMONG SUPERIOR UNIFORM
GROUP, INC., S&P 500 INDEX AND S&P TEXTILE APPAREL MANUFACTURERS INDEX**

     The following graph, based on data provided by Standard & Poor, shows changes in the value of $100 invested in December 31, 1996 of: (a) shares of Company common stock; (b) the S&P 500 Index; and (c) the S&P Textile Apparel Manufacturers Index. Total shareholder returns from each investment can be calculated from the year-end investment values shown in the table beneath the graph provided below.

(THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH
IN THE PRINTED MATERIAL.)

			INDEXED RETURNS
	Base		Years Ending
	Period
Company / Index	Dec96		Dec97		Dec98		Dec99		Dec00		Dec01
SUPERIOR UNIFORM GROUP, INC		100		122.49		114.88		74.65		71.86		84.89
S&P 500 INDEX		100		133.36		171.48		207.56		188.66		166.24
TEXTILES (APPAREL)-500		100		107.84		93.33		69.65		82.72		93.81

*	Total return assumes reinvestment of dividends.
**	Fiscal year ending December 31st.
	Note: The stock price performance shown on the graph above is not necessarily indicative of future price performance.

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Compensation Committee Interlocks and Insider Participation

     The members of the Company’s Compensation Committee and the Stock Option Committee are Sidney Kirschner, Robin Hensley and Manuel Gaetan, Ph.D. No individual has at any time been an officer of the Company.

Certain Transactions

     As authorized by Section 607.0850(12) of the Florida Business Corporation Act, the Company maintains insurance to indemnify it and its Directors and officers from certain liabilities to the extent permitted by law; such insurance is in the face amount of $10,000,000 with Federal Insurance Company, under contract dated August 27, 2000 at an annual premium of $56,667. No sums have been paid or sought under any such indemnification insurance.

Compliance with Section 16(a) of the Securities Exchange Act

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers and persons who own more than ten percent of the Company’s common stock to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in their ownership in the Company’s Common Stock. Executive officers, directors and greater than ten percent shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required, the Company believes that, during the last fiscal year, all of the Company’s officers, directors and greater than ten percent beneficial owners were in compliance with the Section 16(a) filing requirements.

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

     The Board of Directors has, subject to ratification by the Company’s shareholders, appointed Deloitte & Touche LLP, independent certified public accountants, to audit the financial statements of the Company for the year ending December 31, 2002; said firm has served as the Company’s auditors for more than 30 years. The appointment was made on the recommendation of the Audit Committee.

     The Audit Fees for services provided by Deloitte & Touche LLP to the Company in 2001 were $136,746. All Other Fees for services provided by Deloitte & Touche LLP to the Company in 2001 totaled $157,021. The Audit Committee has determined that the provision of the services covered in All Other Fees was compatible with maintaining Deloitte & Touche LLP’s independence.

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     The Company expects representatives of Deloitte & Touche LLP to be present at and available to respond to appropriate questions at the Annual Meeting. Representatives of Deloitte & Touche LLP will have the opportunity to make a statement if they so desire.

     Shareholder ratification of the Company’s independent certified public accountants is not required by the Company’s By-Laws or otherwise. The Board of Directors has elected to seek such ratification as a matter of good corporate practice and unanimously recommends a vote “FOR” such ratification of the appointment of Deloitte & Touche LLP, independent certified public accountants, to serve as the Company’s auditors for the year 2002. If the shareholders do not ratify this appointment, the Audit Committee will consider recommending to the Board of Directors the appointment of other auditors.

OTHER BUSINESS

     Management of the Company does not know of any other business that may be presented at the Meeting. If any matter not described herein should be presented for shareholder action at the Meeting, the persons named in the enclosed Proxy will vote or refrain from voting the shares represented thereby in accordance with their best judgment on such matters after consultation with the Board of Directors.

SHAREHOLDER PROPOSALS FOR
PRESENTATION AT THE 2002 ANNUAL MEETING

     If a qualified shareholder desires to present a proposal for action at the annual meeting of shareholders to be held in 2003, and such proposal conforms to the rules and regulations of the Securities and Exchange Commission and is in accordance with other federal laws as well as the laws of the State of Florida, such proposal must be received by the Company by November 30, 2002, to be included in the Company’s Proxy Statement and proxy for such 2003 meeting. In addition, the proxy solicited by the Board for the 2003 annual meeting will confer discretionary authority on the persons named in such Proxy to vote on any shareholder proposal presented at that meeting if the Company receives notice of such proposal later than February 13, 2003, without the matter having been discussed in such Proxy.

By Order of the Board of Directors

/s/ Andrew D. Demott, Jr.

ANDREW D. DEMOTT, JR.
Secretary

Dated: March 22, 2002

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Superior Uniform Group, Inc.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

The undersigned hereby appoints GERALD M. BENSTOCK, SAUL SCHECHTER, and ALAN D. SCHWARTZ, or any one of them, as proxies with full power of substitution, to represent and to vote the shares of the undersigned at the Annual Meeting of Shareholders to be held at 10 A.M. (local time) on Friday, May 3, 2002 at the offices of the Company, 10099 Seminole Blvd., Seminole, Florida, and at any adjournment or postponement thereof, as instructed on the reverse side.

(Continued on the reverse side)

The Board of Directors Recommends a Vote FOR Proposals 1 and 2.

	FOR	WITHHOLD FOR ALL
Proposal 1. To elect eight Directors as set forth in the Proxy Statement: Gerald M. Benstock, Alan D. Schwartz, Michael Benstock, Saul Schechter, Peter Benstock, Manuel Gaetan, Sidney Kirschner and Robin Hensley.	[   ]	[    ]
Instructions: To withhold authority to vote for any individual nominee(s), write that nominee’s name in the space provided below.

Proposal 2. To ratify the appointment of Deloitte & Touche LLP as the Company’s	FOR	AGAINST	ABSTAIN
independent auditors for the year 2002.	[   ]	[    ]	[     ]

Other Business. The Proxies are authorized to vote in their discretion upon such other business as may properly come before the meeting and any adjournment or postponement thereof.
Please check this box if you plan to attend the Annual Meeting of Shareholders	[    ]
This proxy when properly executed will be voted in the manner directed herein by the undersigned. If not otherwise specified, this proxy will be voted FOR Proposal 1 and 2.
Signature (s)

Note: Please sign your name exactly as it appears at left. When signing as attorney, executor, administrator, trustee, guardian or corporate officer, please give your full title as such.

Please sign, date and return this proxy promptly in the enclosed business reply envelope.
Date: