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<SEC-DOCUMENT>0000893750-01-000093.txt : 20010212
<SEC-HEADER>0000893750-01-000093.hdr.sgml : 20010212
ACCESSION NUMBER:		0000893750-01-000093
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20010209
EFFECTIVENESS DATE:		20010209

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GILDAN ACTIVEWEAR INC
		CENTRAL INDEX KEY:			0001061894
		STANDARD INDUSTRIAL CLASSIFICATION:	KNIT OUTERWEAR MILLS [2253]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1003

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		
		SEC FILE NUMBER:	333-55322
		FILM NUMBER:		1531498

	BUSINESS ADDRESS:	
		STREET 1:		725 MONTEE DE LIESSE
		STREET 2:		VILLE SAINT LAURENT
		CITY:			QUEBEC CANADA
		STATE:			A8
		BUSINESS PHONE:		5147352023

	MAIL ADDRESS:	
		STREET 1:		725 MONTEE DE LIESSE
		STREET 2:		ST LAURENT QUE
		CITY:			CANADA
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>


As filed with the Securities and Exchange Commission on February 8, 2001.
                                                   Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                  ___________
                                   Form S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                                  ___________
                            GILDAN ACTIVEWEAR INC./
                      LES VETEMENTS DE SPORTS GILDAN INC.
            (Exact Name of Registrant as Specified in Its Charter)
                                    Canada
           (State or Other Jurisdiction of Incorporation or Organization)
                                 Not Applicable
                     (I.R.S. Employer Identification No.)
                             725 Montee de Liesse
                          Ville Saint-Laurent, Quebec
                                Canada, H4T 1P5
                   (Address of Principal Executive Offices)
                Share Purchase Plan of Gildan Activewear Inc.
                               (U.S. Provisions)
                           (Full Title of the Plan)
                             CT Corporation System
                                 1633 Broadway
                           New York, New York 10019
                    (Name and Address of Agent For Service)
                                (212) 664-1666
          Telephone Number, including Area Code, of Agent for Service

     The Commission is requested to send copies of all communications to:
                            Gary I. Horowitz, Esq.
                          Simpson Thacher & Bartlett
                             425 Lexington Avenue
                           New York, New York 10017
                                (212) 455-2000
                                  ___________
                        CALCULATION OF REGISTRATION FEE

                                                  Proposed
                                 Proposed         Maximum
    Title of      Amount To       Maximum        Aggregate        Amount of
 Securities To        Be      Offering Price      Offering      Registration
 Be Registered    Registered   Per Share(1)       Price(1)          Fee

Class A
Subordinated
Voting Shares,
without par
value              100,000       $  41.895      $ 4,189,500      $ 1,047.38


<PAGE>

(1)  The price per share was estimated in accordance with Rule 457(c) and
     (h)(1) under the Securities Act of 1933 for purposes of calculating the
     registration fee.  The proposed maximum offering price per share, the
     proposed maximum aggregate offering price and the amount of the
     registration fee are based on the reported average of the high and low
     prices of the Registrant's Class A Subordinate Voting Shares on the New
     York Stock Exchange on February 5, 2001.













































<PAGE>

                                    Part II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange
Commission by Gildan Activewear Inc. (the "Registrant") are hereby
incorporated in this Registration Statement by reference:

     (a)  The Registrant's Annual Report on Form 20-F for the fiscal year
          ended October 3, 1999.

     (b)  The description of the Registrant's Class A Subordinate Voting
          Shares contained in the Registrant's Registration Statement on Form
          8-A dated August 27, 1999,  which incorporates by reference the
          "Description of Share Capital" in the Registrant's Registration
          Statement on Form F-1 (File No. 333-74609).

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "1934 Act"), 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 hereof from the date
of filing such documents.  Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

Item 4.   Description of Securities.

          Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

          Ogilvy Renault is rendering an opinion regarding the validity of
the Class A Subordinate Voting Shares.  Norman M. Steinberg, a director of
the Registrant, is a partner of Ogilvy Renault.

Item 6.  Indemnification of Directors and Officers.

          The Administrative Resolutions of the Registrant provide as
follows:


                                II-1

<PAGE>

          "Subject to the limitations contained in the Canada Business
          Corporations Act, as amended, but without limit to the right of the
          Corporation to indemnify any person under such Act or otherwise,
          the Corporation shall indemnify a Director or Officer, a former
          Director or former Officer, or a person who acts or acted at the
          Corporation's request as the director or officer of a body
          corporate of which the Corporation is or was a shareholder or
          creditor, and his heirs and legal representatives against all
          costs, charges and expenses, including an amount paid to settle an
          action or satisfy a judgment, reasonably incurred by and in respect
          of any civil, criminal or administrative action or proceeding to
          which he is made a party by reason of being or having been a
          Director or Officer of the Corporation or of such body corporate,
          if (a) he acted honestly and in good faith with a view to the best
          interest of the Corporation; and (b) in the case of a criminal or
          administrative action or proceeding that is enforced by a monetary
          penalty, he had reasonable grounds for believing that his conduct
          was lawful."

          The Canada Business Corporations Act (the "CBCA") provides that
directors and officers may be indemnified by the Registrant generally, as
follows:

          "124.(1) Indemnification-Except in respect of an action by or on
          behalf of the corporation or body corporate to procure a judgment
          in its favour, a corporation may indemnify a director or officer of
          the corporation, a former director or officer of the corporation or
          a person who acts or acted at the corporation's request as a
          director or officer of a body corporate of which the corporation is
          or was a shareholder or creditor, and his heirs and legal
          representatives, against all costs, charges and expenses, including
          an amount paid to settle an action or satisfy a judgment,
          reasonably incurred by him in respect of any civil, criminal or
          administrative action or proceeding to which he is made a party by
          reason of being or having been a director or officer of such
          corporation or body corporate if:

          (a)  he acted honestly and in good faith with a view to the best
               interests of the corporation; and

          (b)  in the case of a criminal or administrative action or
               proceeding that is enforced by a monetary penalty, he had
               reasonable grounds for believing that his conduct was lawful.

     (2)  Indemnification in derivative actions-A corporation may with the
     approval of a court indemnify a person referred to in subsection (1) in
     respect of an action by or on behalf of the corporation or body


                                 II-2


<PAGE>

     corporate to procure a judgment in its favour, to which he is made a
     party by reason of being or having been a director or officer of the
     corporation or body corporate, against all costs, charges and expenses
     reasonably incurred by him in connection with such action if he fulfills
     the conditions set out in paragraphs (1)(a) and (b).

     (3)  Indemnity as of right-Notwithstanding anything in this section, a
     person referred to in subsection (1) is entitled to indemnity from the
     corporation in respect of all costs, charges and expenses reasonably
     incurred by him in connection with the defence of any civil, criminal or
     administrative action or proceeding to which he is made a party by
     reason of being or having been a director or officer of the corporation
     or body corporate, if the person seeking indemnity:

     (a)  was substantially successful on the merits in his defence of the
          action or proceeding; and

     (b)  fulfills the conditions set out in paragraph (1)(a) and (b)."

     The Registrant maintains a Directors & Officers Indemnity Insurance
Policy, which indemnifies the Registrant's directors and officers for
wrongful acts.  The Registrant's policy limits liability coverage to $100.0
million, is subject to a $50,000 general deductible (a $250,000 deductible
with respect to securities-related claims) and contains customary exclusions.

Item 7.   Exemption From Registration Claimed.

          Not Applicable.

Item 8.  Exhibits.

Exhibit Number      Description of Exhibits

     4.1       Restated Certificate and Articles of Incorporation, dated
               January 8, 1999 (incorporated by reference to Exhibit 3.1 to
               Registration Statement on Form F-1 filed March 17, 1999 (File
               No. 333-74609))

     4.2       By-Law One (incorporated by reference to Exhibit 3.2 to
               Registration Statement on Form F-1 filed March 17, 1999 (File
               No. 333-74609))

     5         Opinion of Ogilvy Renault



                                II-3


<PAGE>

     23.1      Consent of KPMG, Chartered Accountants

     23.2      Consent of Ogilvy Renault (contained in Exhibit 5)

     24        Power of Attorney (included on the signature page hereto)

     99        Share Purchase Plan (U.S. Provisions)

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) shall not
     apply if the information required to be included in a post-effective
     amendment by those paragraphs is contained in periodic reports filed by
     the Registrant pursuant to Section 13 or Section 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.


                                    II-4


<PAGE>

          (4)  To file a post-effective amendment to the registration
     statement to include any financial statements required by Rule 3-19 of
     this chapter at the start of any delayed offering or throughout a
     continuous offering.  Financial statements and information otherwise
     required by Section 10(a)(3) of the Act need not be furnished, provided
     that the registrant includes in the prospectus, by means of a
     post-effective amendment, financial statements required pursuant to this
     paragraph (4) and other information necessary to ensure that all other
     information in the prospectus is at least as current as the date of
     those financial statements.

     (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 Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
any 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.

     (c)  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 its 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.


                                 II-5


<PAGE>

                                  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 Montreal, province of Quebec,
Canada on this 7th day of February, 2001.

                                    GILDAN ACTIVEWEAR INC.


                                    By: /s/ Laurence Sellyn
                                        ---------------------------
                                        Laurence G. Sellyn,
                                        Executive Vice President,
                                        Finance and Chief Financial Officer


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints H. Gregory Chamandy and Gregg
Thomassin, and each of them individually, his true and lawful agent, proxy
and attorney-in-fact, with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities to:

          (i)  act on, sign and file with the Securities and Exchange
     Commission any and all amendments (including post-effective amendments)
     to this registration statement together with all schedules and exhibits
     thereto;

          (ii)  act on, sign and file with the Securities and Exchange
     Commission any registration statement relating to this registration
     statement with respect to the registration of additional securities of
     the same class as the securities registered pursuant to this
     registration statement relating to an employee benefit plan;

          (iii)  act on, sign and file with the Securities and Exchange
     Commission any exhibits to this registration statement or any such
     registration statement or amendments (including post-effective
     amendments);

          (iv) act on, sign and file such certificates, instruments,
     agreements and other documents as may be necessary or appropriate in
     connection therewith;

          (v)  act on and file any supplement to any prospectus included or
     incorporated by reference in this registration statement or any such
     registration statement or amendment; and

          (vi) take any and all actions which may be necessary or appropriate
     in connection therewith, granting unto such agents, proxies and
     attorneys-in-fact, and each of them individually, full power and
     authority to do and perform each and every act and thing necessary or
     appropriate to be done, as fully for all intents and purposes as he

                                     II-6


<PAGE>

     might or could do in person, hereby approving, ratifying and confirming
     all that such agents, proxies and attorneys-in-fact, any of them or any
     of his or their 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 on the dates indicated.

Name                            Title                        Date
- ----                            -----                        ----

/s/ Gregory Chamandy
- -------------------------
(H. Gregory Chamandy)       Chairman of the Board and
                            Chief Executive Officer        February 7, 2001

/s/ Laurence Sellyn
- -------------------------
(Laurence G. Sellyn)        Executive Vice President,
                            Finance and Chief Financial
                            Officer                        February 7, 2001

/s/ Gregg Thomassin
- ------------------------
Gregg Thomassin             Vice President, Corporate
                            Controller and Secretary       February 7, 2001

/s/ Edwin Tisch
- ------------------------
(Edwin B. Tisch)            Director and Executive
                            Vice President,
                            Manufacturing                  February 7, 2001

/s/ Glenn Chamandy
- ------------------------
(Glenn J. Chamandy)         Director, President
                            and Chief
                            Operating Officer              February 7, 2001

/s/ Robert Baylis
- -----------------------
(Robert M. Baylis)          Director                       February 7, 2001

/s/ William Houston
- -------------------------
(William H. Houston III)    Director                       February 7, 2001



                                   II-7
























<PAGE>

/s/ Daniel Laporte
- --------------------------
(Daniel Laporte)               Director                 February 7, 2001

/s/ Norman Steinberg
- --------------------------
(Norman M. Steinberg)          Director                 February 7, 2001


- --------------------------
(Richard P. Strubel)           Director                 February 7, 2001

Authorized Representative in the United States:

Puglisi & Associates

By:  /s/ Gregory F. Lavelle
     -----------------------------
     Name:  Gregory F. Lavelle
            Vice President





                                   II-8


<PAGE>

                                                                     EXHIBIT 5
                        [LETTERHEAD OF OGILVY RENAULT]

                               February 7, 2001

Securities and Exchange Commission
Division of Corporation Finance
Washington, D.C.  20549

     Re:  Registration Statement on Form S-8 Filed by
          Gildan Activewear Inc. Relating to its Share Purchase Plan

Ladies and Gentlemen:

     We are counsel to Gildan Activewear Inc., a company incorporated under
the laws of Canada (hereinafter called the "Company"), in connection with the
registration under the Securities Act of 1933, as amended (the "1933 Act"),
of the Class A Subordinate Voting Shares, without par value (the "Shares"),
of the Company issuable under the Share Purchase Plan of Gildan Activewear
Inc. (U.S. Provisions) (the "Plan").

     For purposes of this opinion, we have examined originals or copies of
the  Plan, the Restated Certificate and Articles of Incorporation of the
Company, and such other corporate documents and records of the Company as we
have deemed relevant and necessary as a basis for this opinion.

     For purposes of this opinion we have assumed the genuineness of all
signatures on all documents and the completeness, and the conformity to
original documents, of all copies submitted to us and that all
representations of fact (other than those opined on below) expressed in or
implied by the documents are accurate.

     On the basis of the foregoing, we are of the opinion that the 100,000
Shares of the  Company, when issued pursuant to the terms of the Plan, will
be validly issued as fully paid and non-assessable.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 relating to the Plan.

                                    Very truly yours,

                                    /s/ Ogilvy Renault








<PAGE>

                                                                  EXHIBIT 23.1

                 [KPMG LLP, Chartered Accountants Letterhead]

                        CONSENT OF INDEPENDENT AUDITORS

To  the Board Of Directors
Gildan Activewear Inc.

We consent to the incorporation by reference into the Registration Statement
on Form S-8 of Gildan Activewear Inc. (the "Company") for the registration of
100,000 Class A Subordinate Voting Shares to be issued by the Company
pursuant to the Company's Share Purchase Plan (U.S. Provisions) of our report
dated December 7, 1999 with respect to the consolidated financial statements
of the Company and our report dated December 7, 1999 with respect to the
supplementary information of the Company, both incorporated by reference in
the Company's Form 20-F for the fiscal year ended October 3, 1999 filed with
the U.S. Securities and Exchange Commission, in each case, for the year ended
October 3, 1999, October 4, 1998 and October 5, 1997.

                                    /s/ KPMG LLP
                                    Chartered Accountants
Montreal, Canada
February 7, 2001


























</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>


<PAGE>

                                                                    EXHIBIT 99






                            SHARE PURCHASE PLAN OF

                            GILDAN ACTIVEWEAR INC.

                                U.S. Provisions






                                 May 29, 2000
































<PAGE>

                               TABLE OF CONTENTS
                                                                          Page

1.       Definitions ...................................................
2.       Purpose of the Plan............................................
3.       Administration of the Plan.....................................
4.       Administration and Brokerage Fees..............................
5.       Custodian......................................................
6.       Participation..................................................
7.       Purchase of Shares with Contributions..........................
8.       Dividends......................................................
9.       Retention of Plan Subordinate Voting Shares....................
10.      Certificates representing Plan Subordinate Voting Shares.......
11.      Statements to Participants.....................................
12.      Voting Rights..................................................
13.      Offer for Shares of the Corporation............................
14.      Subdivision, Consolidation, Conversion or Reclassification.....
15.      Change and Suspension of Contributions.........................
16.      Death, Retirement and Termination of Employment................
17.      Modification, Suspension or Termination of the Plan............
18.      Legal Requirements.............................................
19.      Governing Law..................................................
20.      Participation Voluntary........................................
21.      Rights Non-Assignable..........................................
22.      Quantitative Limitations.......................................
23.      Effective Date.................................................





















                                     -i-

<PAGE>

1.       Definitions

         The following words and phrases have the following meanings unless
         there is something in the context inconsistent therewith:

         "Annual Income" means (i) for a salaried employee, the annualized
         salary of such employee at the date of enrollment in the Plan or at
         such subsequent date as the Participant changes the amount of his
         Contributions to the Plan pursuant to Section 15 hereof, excluding
         overtime, bonuses, premiums, incentives, traveling expenses, any
         special payments for extraordinary services and the cost of employee
         benefits paid for by the Corporation and (ii) for a non-salaried
         employee, the annualized regular wages of such employee at such date.

         "Board" means the Board of Directors of the Corporation or any
         authorized committee thereof as the same may be constituted from time
         to time.

         "Compensation Committee" means the Compensation Committee of the
         Board.

         "Contributions" means in respect of any Participant the sums deducted
         by the Corporation from the payroll of such Participant, as
         designated in the Participant's Enrollment Form or Modification Form,
         and paid over to the Custodian for the account of such Participant.

         "Corporation" means Gildan Activewear Inc. and/or, subject to any
         requirements or conditions imposed under IRC Sections 423 and 424,
         any of its subsidiaries or affiliates.

         "Custodian" means the financial institution appointed to act as
         custodian under the Plan pursuant to Section 5.1.

         "Eligible Employee" means any regular full-time or regular part-time
         employee of the Corporation who is a U.S. citizen or resident and at
         the date of enrollment in the Plan has six months of continuous
         service with the Corporation.

         "Enrollment Form" means the form entitled "Enrollment Form" pursuant
         to which an employee may enroll in the Plan.

         "Fair Market Value" of a Subordinate Voting Share as of a given date
         means the closing price of a Subordinate Voting Share on the NYSE on
         such date, or, if Subordinate Voting Shares were not traded on such
         date on the NYSE, then on the next preceding trading day during which
         a trade occurred.


                                     -1-

<PAGE>

         "Former Participant" means a Participant who ceases to be an employee
         of the Corporation.

         "Market Price" on any Purchase Date (or other specified date) means
         (i) if Subordinate Voting Shares are issued from the treasury of the
         Corporation, the weighted average trading price per share of the
         Subordinate Voting Shares on the NYSE for the last five trading days
         immediately preceding the applicable Purchase Date (or other
         specified date) during which at least a board lot of Subordinate
         Voting Shares was traded or (ii) if Subordinate Voting Shares are
         purchased on the open market, the actual price at which such shares
         are purchased.

         "Modification or Subscription Period" means the periods from June 1
         to June 30 and from December 1 to December 31 of each year.

         "Modification Form" means the form entitled "Modification Form" a
         Participant uses (i) to modify or cease his contributions, (ii) to
         sell or withdraw his Plan Subordinate Voting Shares or (iii) to
         terminate his participation in the Plan.

         "NYSE" means the New York Stock Exchange.

         "Offering Period" means the six-month period commencing on June 1 to
         November 30 and the six-month period commencing December 1 to May 31
         of each year, respectively.

         "Participant" means any Eligible Employee participating in the Plan.

         "Participation Amount" means the aggregate amount of Contributions a
         Participant agrees to make to the Plan on a yearly basis as so
         indicated on the Participant's Enrollment Form (or Modification Form,
         if applicable).

         "Plan" means this Share Purchase Plan of Gildan Activewear Inc.

         "Plan Subordinate Voting Shares" means Subordinate Voting Shares and
         any fractions thereof issued or purchased, as the case may be, and
         held by the Custodian for the account of each Participant or Former
         Participant pursuant to the Plan?

         "Purchase Date" means (i) if Subordinate Voting Shares are issued
         from the treasury of the Corporation, the last day of each month in
         every Offering Period, or (ii) if Subordinate Voting Shares are
         purchased on the open market, the actual date at which such shares
         are purchased.


                                     -2-

<PAGE>

         "Restricted Shares" means the Plan Subordinate Voting Shares subject
         to the Retention Period, referred to in Section 9 hereof.

         "Retention Period" means the period referred to in Section 9 hereof.

         "Share Compensation Arrangements" means any stock option plan,
         employee stock purchase plan or any other compensation or incentive
         mechanism involving the issuance or potential issuance of securities
         of the Corporation.

         "Statement" means the statement issued on a quarterly basis by the
         Custodian, referred to in Section 11 hereof.

         "Subordinate Voting Shares" means the Class A Subordinate Voting
         Shares of Gildan Activewear Inc.

         Words importing the masculine gender shall include the feminine
         gender.

2.       Purpose of the Plan

         The purpose of the Plan is to provide an opportunity for Eligible
         Employees to participate in the ownership of the Corporation through
         the purchase of Subordinate Voting Shares.

3.       Administration of the Plan

         The Plan is under the direction of the Board which, in addition to
         the specific powers conferred upon it hereunder, has full and
         complete authority to interpret the Plan and, subject to Section 17,
         to prescribe such rules and regulations and make such other
         determinations as it deems necessary or desirable to administer the
         Plan and to meet its objectives.

         The Board may delegate to the Compensation Committee or to any
         person, group of persons or corporation, such administrative duties
         and powers as it may see fit. If the Compensation Committee is
         appointed to administer the Plan, all references in this Plan to the
         Board shall be deemed to be references to the Compensation Committee.

4.       Administration and Brokerage Fees

         The Corporation assumes all the administration fees inherent in the
         Plan, except for brokerage fees related to the withdrawal or sale of
         Plan Subordinate Voting Shares, which are payable by the Participant.
         The Corporation also pays the fees for issuing one share certificate
         per period of 12 months to each Participant. Fees for issuing an

                                     -3-

<PAGE>

         additional certificate during that period are payable by the
         Participant who makes such a request and are taken directly from his
         account.

5.       Custodian

5.1      The Custodian shall be Montreal Trust Company, which has agreed to
         act in this capacity and shall hold office for such period as is
         determined by the Board. In the event of the resignation or other
         termination of office of the Custodian, its successor shall be
         appointed by the Board. Any successor of the Custodian shall be
         vested with all the powers, rights, duties and immunities of the
         Custodian hereunder to the same extent as if originally named as the
         Custodian hereunder.

5.2      The Custodian shall only be liable for its own willful misconduct or
         gross negligence in the performance of its duties under the Plan and
         shall not be liable for any default of any nominee.

6.       Participation

6.1      An Eligible Employee can become a Participant in the Plan by
         completing and filing the Enrollment Form with the Corporation during
         the Subscription Periods.

6.2      The Participation Amount may be a multiple of 1%, not to exceed 10%,
         of the Participant's Annual Income for any given year.

6.3      No employee may be granted a right to participate in the Plan, if
         immediately after such grant, such employee would own Subordinate
         Voting Shares and/or hold a right to purchase such Subordinate Voting
         Shares possessing 5% or more of the total combined voting power or
         value of all classes of the Subordinate Voting Shares of the
         Corporation.

6.4      No Participant shall be permitted to purchase Subordinate Voting
         Shares under the Plan or under any other employee share purchase plan
         of the Corporation which is intended to qualify under IC Section
         423, at a rate that exceeds $25,000 of the Fair Market Value of such
         stock for each calendar year in which such Participant is eligible to
         purchase Subordinate Voting Shares under the Plan.

6.5      The Contributions will commence on the first pay period of the month
         after the filing of the Enrollment Form (or the Modification Form)
         and will be deducted from the Participant's pay according to the
         percentage determined by him.


                                     -4-

<PAGE>

6.6      Participants may revise, subject to Section 6.2 and Section 15.1
         hereof, their Participation Amounts during the Modification and
         Subscription Periods.

7.       Purchase of Shares with Contributions

7.1      The Contributions will be remitted by the Corporation to the
         Custodian on a monthly basis.

7.2      As soon as practicable following remittance by the Corporation of the
         Contributions, the Custodian shall purchase from the treasury of the
         Corporation, for and on behalf of each Participant, a number of
         Subordinate Voting Shares equal to the quotient, including fractions
         thereof, obtained by dividing the Contributions made during the month
         by ninety percent (90%) of the Market Price. Notwithstanding the
         above, at the Corporation's discretion, an equivalent number of
         Subordinate Voting Shares may be purchased on the open market, in
         which case the Corporation shall remit to the Custodian the
         additional funds required to settle such purchase.

7.3      A maximum of 100,000 Subordinate Voting Shares in the aggregate have
         been reserved for issuance pursuant to the Plan. In the event that
         the number of Subordinate Voting Shares reserved is insufficient to
         satisfy the total number of Subordinate Voting Shares which the
         Custodian must purchase pursuant to Section 7.2, share purchases from
         the reserved shares shall be prorated in order to allow partial
         acceptance of all subscriptions. The Subordinate Voting Shares may
         consist, in whole or in part, of unissued Subordinate Voting Shares
         or treasury shares. The issuance of Subordinate Voting Shares,
         pursuant to this Section 7, shall reduce the total number of
         Subordinate Voting Shares available under the Plan, as applicable.

8.       Dividends

         Any dividends declared and paid on the Plan Subordinate Voting Shares
         shall be used to purchase additional Subordinate Voting Shares in
         conformity with Section 7.2, except that the reference to ninety
         percent (90%) shall be replaced by one hundred percent (100%).

9.       Retention of Plan Subordinate Voting Shares

         Subject to Section 13 hereof and except in the event of death,
         retirement or termination of employment of a Participant, Plan
         Subordinate Voting Shares will be held by the Custodian for and on
         behalf of the Participant for a minimum period of 12 months following
         their respective purchases by the Custodian (hereinafter referred to
         as the "Retention Period" and the "Restricted Shares").

                                     -5-

<PAGE>

10.      Certificates representing Plan Subordinate Voting Shares

10.1     The Subordinate Voting Shares purchased by the Custodian under the
         Plan for and on behalf of a Participant will be registered in the
         name of and held by the Custodian for and on behalf of the
         Participant or Former Participant, as the case may be. A Participant
         may request from the Custodian, by filing a Modification Form, a
         certificate representing any number of the Plan Subordinate Voting
         Shares which are eligible for withdrawal pursuant to the terms of the
         Plan and any such request affecting Plan Subordinate Voting Shares
         shall first be applied to the Plan Subordinate Voting Shares which
         have been held in the Plan for the longest period of time. In lieu of
         a certificate, the Participant may request that the Custodian sell
         the said Plan Subordinate Voting Shares on the NYSE and remit to him
         the net proceeds of such sale.

10.2     Notwithstanding anything herein contained, the Custodian will not
         provide certificates representing fractional shares. If any fraction
         of a Plan Subordinate Voting Share would, except for this provision,
         be deliverable, the Custodian shall pay to the Participant an amount
         of cash equal to the amount obtained by multiplying such fraction of
         a Plan Subordinate Voting Share by the Fair Market Value on the
         business day next preceding the date the request for delivery is
         made.

11.      Statements to Participants

11.1     The Custodian will issue on a quarterly basis to each Participant a
         statement (the "Statement") indicating:

         (a)     the Contributions received by the Custodian since the last
                 Statement;

         (b)     the Market Price of the Subordinate Voting Shares purchased
                 on each of the Purchase Dates since the last Statement;

         (c)     the purchase price of the Subordinate Voting Shares
                 purchased on each of the Purchases Dates since the last
                 Statement;






















                                     -6-

<PAGE>

         (d)     the number of Subordinate Voting Shares purchased on each of
                 the Purchase Dates with the Participant's Contributions;

         (e)     the number of Subordinate Voting Shares purchased with
                 reinvested cash dividends, if applicable, since the last
                 Statement;

         (f)     the cumulative number of Plan Subordinate Voting Shares held
                 by the Custodian on behalf of each Participant, indicating
                 the number of Restricted Shares subject to the Retention
                 Period; and

         (g)     the Fair Market Value of the Plan Subordinate Voting Shares
                 being held for the Participant.

11.2    Notwithstanding Section 11.1 hereof, the Custodian may, with
                 the prior consent of the Board, revise the form and content
                 of the Statement.

12.      Voting Rights

         All voting rights with respect to whole Plan Subordinate Voting
         Shares may be exercised by Participants and the Custodian shall
         execute and deliver, or cause to be executed and delivered, suitable
         proxies or voting powers to permit Participants or Former
         Participants to vote and shall otherwise facilitate the voting of
         such Plan Subordinate Voting Shares by Participants or Former
         Participants.

13.      Offer for Shares of the Corporation

         In the event that, at any time, an offer to purchase is made to all
         holders of Subordinate Voting Shares, notice of such offer shall be
         given by the Custodian to each Participant and the Retention Period
         will be deemed to be waived with respect to each Participants Plan

                                     -7-

<PAGE>

         Subordinate Voting Shares to the extent necessary to enable a
         Participant to tender his Plan Subordinate Voting Shares under the
         offer should he so desire.

14.      Subdivision, Consolidation, Conversion or Reclassification

         In the event that the Subordinate Voting Shares are subdivided,
         consolidated, converted or reclassified by the Corporation, or any
         other action is taken by the Corporation of a similar nature
         affecting the Subordinate Voting Shares, then the Plan Subordinate
         Voting Shares held by the Custodian for the benefit of the
         Participants shall be appropriately adjusted, and the maximum number
         of Subordinate Voting Shares reserved for issuance under the Plan
         shall be adjusted in the same manner.

15.      Change and Suspension of Contributions

15.1     Subject to Section 15.2 hereof, a Participant can change his
         participation in the Plan by modifying the amount of or
         ceasing his Contributions to the Plan by completing and
         filing the Modification Form with the Corporation during the
         Modification or Subscription Periods.

15.2     In the event a Participant ceases his Contributions and
         fails to reinstate Contributions to the Plan for a period of
         two years following such termination, participation in the
         Plan will automatically terminate and, as soon as reasonably
         possible thereafter, the Custodian will remit to the
         Participant a certificate registered in the Participant's
         name representing the number of whole Plan Subordinate
         Voting Shares standing to the credit of such Participant
         together with a cash payment for any fraction of a Plan
         Subordinate Voting Share (calculated in accordance with
         Section 10.2 hereof).

15.3     With the exception of Participants on parental leave, in the
         event that a Participant, while remaining an Eligible
         Employee, is no longer being paid by the Corporation due to
         an authorized period of absence such as, but not limited to,
         leave of absence, temporary layoff or disability, the
         Contributions of such Participant will be suspended until
         the Participant resumes employment within the Corporation.
         Participants who temporarily cease being paid by the
         Corporation as a result of being on parental leave may
         continue participation in the Plan during such period of
         parental leave provided they furnish the Corporation with
         cash payments equivalent to the Contributions which would

                                     -8-

<PAGE>

         normally be deducted from such Participants' pay. If the
         Participant does not resume employment within two years from
         any leave, layoff or disability, the provisions of Section
         15.2 hereof will apply.

16.      Death, Retirement and Termination of Employment

         In the event of the death, retirement or termination of employment of
         a Participant, participation in the Plan will automatically terminate
         and the Custodian will, unless otherwise instructed, remit to the
         estate of the deceased Participant, to the retired Participant or to
         the Former Participant, as the case may be, a certificate registered
         in the Participant's name representing the number of whole Plan
         Subordinate Voting Shares standing to the credit of such Participant
         as of the date of death, retirement or termination of employment, as
         the case may be, together with a cash payment for any fraction of a
         Plan Subordinate Voting Share (calculated in accordance with Section
         10.2 hereof) and any Contributions not yet invested as of the date of
         death, retirement or termination of employment.

17.      Modification, Suspension or Termination of the Plan

         The Board reserves the right to modify, subject to regulatory
         approval, suspend or terminate the Plan or participation therein, in
         whole or in part, or in regard to any or all Participants or Former
         Participants, at any time. All Participants and Former Participants
         will be sent written notice of any such modification, suspension or
         termination.  If the Plan or the Eligible Employee's participation
         herein is terminated in whole or in part by the Corporation, the
         Custodian will, subject to the Retention Period, remit to each
         affected Participant and Former Participant certificates registered
         in their names representing the whole Plan Subordinate Voting Shares
         standing to the credit of such Participants or Former Participants
         together with a cash payment for any fraction of a Plan Subordinate
         Voting Share (calculated in accordance with Section 10.2 hereof) and
         any Contributions not yet invested.

18.      Legal Requirements

         No Subordinate Voting Share may be issued, purchased or sold under
         the Plan if such issuance, purchase or sale would be contrary to or
         in violation of any applicable law or any applicable regulation
         adopted thereunder.

19.      Governing Law



                                     -9-

<PAGE>

         Subject as follows, the laws of the State of New York and the United
         States of America will govern with respect to all matters relating to
         the Plan, excluding conflicts of laws principles. With respect to the
         Subordinate Voting Shares available to be purchased pursuant to this
         Plan, the securities laws of Canada will govern to the extent
         required thereby.

20.      Participation Voluntary

20.1     The participation of an Eligible Employee in the Plan is entirely
         voluntary and not obligatory and shall not be interpreted as
         conferring upon any such Eligible Employee any rights or privileges
         other than those rights and privileges expressly provided in the
         Plan. In particular, participation in the Plan does not constitute a
         condition of employment nor a commitment on the part of the
         Corporation to ensure the continued employment of such Eligible
         Employee.

20.2     The Corporation offers no guarantee against any loss that a
         Participant may suffer as a consequence of a drop in the market value
         of the Subordinate Voting Shares or of market fluctuations for any
         cause whatsoever.

21.      Rights Non-Assignable
         The right of a Participant to purchase Subordinate Voting Shares
         pursuant to the provisions of this Plan are non-assignable and not
         transferable other than by will or the laws of descent and
         distribution and, during the Participant's lifetime, may be exercised
         only by the Participant.

22.      Quantitative Limitations

         Notwithstanding anything to the contrary herein provided, the number
         of Subordinate Voting Shares which may be issued under the Plan and
         other Share Compensation Arrangements of the Corporation in a
         one-year period shall not exceed (i) 10% of the outstanding issue, in
         the case of Subordinate Voting Shares issued to insiders, or (ii) 5%
         of the outstanding issue, in the case of Subordinate Voting Shares
         issued to any one insider and his associates. In addition, the number
         of Subordinate Voting Shares reserved for issuance to any one person
         pursuant to purchase rights under the Plan or under any other Share
         Compensation Arrangements must not exceed 5% of the outstanding
         issue?

         For the purposes of this Section 22, the term "outstanding issue"
         shall have the meaning, if any, set forth under the rules and
         policies relating to Share Compensation Arrangements of the stock

                                     -10-

<PAGE>

         exchanges upon which the Subordinate Voting Shares are then listed
         based, however, on a deemed conversion of all Class B Multiple Voting
         Shares then issued and outstanding.

23.      Effective Date

         The Plan shall be effective upon the approval of the shareholders of
         the Corporation, or at such other time as may be determined by the
         Board, subject to receipt of all applicable approvals, including the
         approvals of the stock exchanges upon which the Subordinate Voting
         Shares are currently listed.





































                                     -11-


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