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<SEC-DOCUMENT>0000909567-06-000495.txt : 20061113
<SEC-HEADER>0000909567-06-000495.hdr.sgml : 20061110
<ACCEPTANCE-DATETIME>20060330171230
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000909567-06-000495
CONFORMED SUBMISSION TYPE:	CORRESP
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20060330

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GILDAN ACTIVEWEAR INC
		CENTRAL INDEX KEY:			0001061894
		STANDARD INDUSTRIAL CLASSIFICATION:	APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1003

	FILING VALUES:
		FORM TYPE:		CORRESP

	BUSINESS ADDRESS:	
		STREET 1:		725 MONTEE DE LIESSE
		STREET 2:		VILLE SAINT LAURENT
		CITY:			QUEBEC CANADA
		STATE:			A8
		ZIP:			00000
		BUSINESS PHONE:		5147352023

	MAIL ADDRESS:	
		STREET 1:		725 MONTEE DE LIESSE
		STREET 2:		ST LAURENT QUE
		CITY:			CANADA
		STATE:			A8
		ZIP:			00000
</SEC-HEADER>
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>
                     [LETTERHEAD OF GILDAN ACTIVEWEAR INC.]

March 30, 2006

BY EDGAR

Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C.  20549

Attention:    Michael Moran
              Accounting Branch Chief

RE:      GILDAN ACTIVEWEAR INC.
         FORM 40-F FOR THE FISCAL YEAR ENDED OCTOBER 2, 2005
         FILED DECEMBER 23, 2005

Dear Mr. Moran:

We hereby acknowledge receipt of the comment letter dated March 16, 2006 (the
"Comment Letter") from the staff of the Securities and Exchange Commission (the
"Commission") concerning the above captioned Annual Report on Form 40-F for the
fiscal year ended October 2, 2005.

We submit this letter in response to the Comment Letter. For ease of reference,
we have reproduced the text of the comments in bold-face type below, followed by
our responses.

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



<PAGE>


                           RESPONSES TO STAFF COMMENTS


FORM 40-F FOR FISCAL YEAR ENDED OCTOBER 2, 2005

INTRODUCTORY COMMENTS REGARDING OUR RESPONSES

Gildan Activewear Inc. (the "Company") is a foreign private issuer incorporated
and organized under the laws of Canada. The Company meets the requirements to
file its annual reports with the Commission using Form 40-F under the
Multi-jurisdictional Disclosure System with Canada. Accordingly, the Company
files its Annual Information Form, annual audited consolidated financial
statements ("Financial Statements") and the accompanying management's discussion
and analysis of financial condition and results of operations ("MD&A") required
under Canadian law under the cover of Form 40-F. For the year ended October 2,
2005, the Company's Annual Report on Form 40-F included its Annual Information
Form, its annual MD&A prepared pursuant to Canadian Securities Administrators'
National Instrument 51-102 - Continuous Disclosure Obligations ("NI 51-102") and
its Financial Statements prepared according to Canadian GAAP and reconciled to
U.S. GAAP pursuant to Item 17 of Form 20-F, as permitted by General Instruction
C(2) of Form 40-F.


EXHIBIT  99.1

SELECTED ANNUAL INFORMATION, PAGE 23

1.   REVISE TO PRESENT SELECTED FINANCIAL INFORMATION FOR THE LAST 5 FISCAL
     YEARS, WITH CORRESPONDING AMOUNTS IN US GAAP, IF DIFFERENT.

     Response: As a foreign private issuer that files its Annual Reports on Form
               40-F, the Company prepares its annual MD&A in accordance with
               Form 51-102F1 of NI 51-102. Item 1.3 of Form 51-102F1 requires
               issuers to present selected annual financial information for each
               of their three most recently completed financial years. We
               understand that foreign private issuers that file their Annual
               Reports on Form 20-F should provide the information required by
               Item 3A of Form 20-F. However, since the Company prepares its
               MD&A in compliance with Canadian disclosure rules and files same
               with the Commission under the cover of Form 40-F, we respectfully
               submit that no additional financial information need be presented
               in our MD&A.


OPERATING RESULTS 2004-2005, PAGE 24

2.   WE NOTE THAT YOU IDENTIFY A NUMBER OF FACTORS THAT AFFECTED THE INCREASE IN
     NET SALES AND CHANGES IN COST OF SALES AND SG&A. REVISE YOUR DISCUSSION TO
     QUANTIFY THE IMPACT OF EACH FACTOR. ALSO DISCUSS WHETHER YOU EXPECT TRENDS
     TO CONTINUE OR CHANGE AND THE REASONS WHY. REFER TO ITEM 303 OF REGULATION
     S-K.



                                       2
<PAGE>


     Response: As previously mentioned, the Company prepares its annual MD&A
               pursuant to NI 51-102. More specifically, our discussion on
               operating results is prepared in accordance with the requirements
               of Item 1.4 of Form 51-102F1. Accordingly, we respectfully submit
               that Item 303 of Regulation S-K is not applicable to the Company
               as a foreign private issuer filing under Form 40-F.

               In connection with the preparation of future filings, we will
               take into consideration your observations regarding
               quantifications of the factors causing changes and expectations
               relating to trends.


3.   PLEASE DISCLOSE THE TYPES OF EXPENSES THAT YOU INCLUDE IN THE COST OF SALES
     LINE ITEM AND THE TYPES OF EXPENSES THAT YOU INCLUDE IN THE SELLING,
     GENERAL AND ADMINISTRATIVE EXPENSES LINE ITEM. IN DOING SO, PLEASE DISCLOSE
     SPECIFICALLY:

     o    WHETHER YOU INCLUDE INBOUND FREIGHT CHARGES, PURCHASING AND RECEIVING
          COSTS, INSPECTION COSTS, WAREHOUSING COSTS, INTERNAL TRANSFER COSTS,
          AND OTHER COSTS OF YOUR DISTRIBUTION NETWORK IN COST OF SALES. IF YOU
          CURRENTLY EXCLUDE A PORTION OF THESE COSTS FROM COST OF SALES, PLEASE
          TELL US WHY AND DISCLOSE:

          o    IN A FOOTNOTE THE LINE ITEMS THAT THESE EXCLUDED COSTS ARE
               INCLUDED IN AND THE AMOUNTS INCLUDED IN EACH LINE ITEM FOR EACH
               PERIOD PRESENTED, AND

          o    IN YOUR MD&A THAT YOUR GROSS MARGINS MAY NOT BE COMPARABLE TO
               OTHERS, SINCE SOME ENTITIES INCLUDE THE COSTS RELATED TO THEIR
               DISTRIBUTION NETWORK IN COST OF SALES AND OTHERS LIKE YOU EXCLUDE
               ALL OR A PORTION OF THEM FROM GROSS MARGIN, INCLUDING THEM IN A
               LINE ITEM SUCH AS SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.

     Response: For 2005 and prior years, cost of sales in our statement of
               earnings includes inbound freight costs, internal transfer costs,
               purchasing and receiving costs and inspection costs. Freight to
               customers, warehousing costs and other costs relating to our
               finished goods distribution network (excluding depreciation) are
               included in "Selling, general and administrative expenses". For
               2005, freight to customers amounted to $10.7 million, and all
               other distribution costs amounted to $14.6 million. Please note
               that depreciation expense relating to our warehouse facilities is
               included in the caption "Depreciation and Amortization" and
               amounted to $1.5 million in 2005.

               We believe your question may have been prompted in part by the
               disclosure requirements of EITF 00-10, Accounting for Shipping
               and Handling Fees and Costs. The Company prepares its Financial
               Statements using Canadian GAAP and reconciles its Financial
               Statements to US GAAP pursuant to Item 17 of Form 20-F. The
               Company prepares its MD&A based on such Financial Statements and
               in accordance with applicable Canadian laws and rules. The
               additional disclosure you have requested is not required by
               Canadian GAAP or applicable Canadian laws and rules.
               Consequently, the Company


                                       3
<PAGE>

               respectfully submits its view that an amendment to its Annual
               Report on Form 40-F filed December 23, 2005 is not warranted.


               We will consider your observations regarding additional
               disclosures in connection with the preparation of future filings.


DISCLOSURE CONTROLS, PAGE 39

4.   WE NOTE YOUR DISCLOSURE THAT YOU EVALUATED YOUR DISCLOSURE CONTROLS AND
     PROCEDURES AS DEFINED BY RULE 13A-15(e) AND THAT YOU CONCLUDED YOUR
     CONTROLS AND PROCEDURES WERE EFFECTIVE IN ENSURING THE OFFICERS WOULD BE
     ADVISED OF MATERIAL INFORMATION ABOUT THE REGISTRANT FROM OTHERS. PLEASE
     REVISE TO CLARIFY IF THE INFORMATION COMMUNICATED TO YOUR MANAGEMENT IS
     DONE SO TO ALLOW TIMELY DECISIONS REGARDING REQUIRED DISCLOSURE. FURTHER,
     PLEASE ADDRESS, IF TRUE, THAT THESE CONTROLS ARE EFFECTIVE TO GIVE
     REASONABLE ASSURANCE THAT THE INFORMATION REQUIRED TO BE DISCLOSED BY THE
     COMPANY IN REPORTS THAT IT FILES UNDER THE EXCHANGE ACT IS RECORDED,
     PROCESSED, SUMMARIZED AND REPORTED WITHIN THE TIME PERIODS SPECIFIED IN THE
     RULES AND FORMS OF THE SEC. SEE EXCHANGE ACT RULE 13A-15(e).

     Response: The reference to the effectiveness of our disclosure controls on
               page 39 of our MD&A is responsive to the requirement in Item 4
               (c) of Form 52-109F1 of Multilateral Instrument 52-109 -
               Certification of Disclosure In Issuers' Annual and Interim
               Filings. Furthermore, Part C of our Annual Report on Form 40-F
               contains the conclusions of our Principal Executive and Principal
               Financial Officers regarding the effectiveness of our disclosure
               controls and procedures. For ease of reference, part C reads:

                    C. Disclosure Controls and Procedures

                    The Registrant's President and Chief Executive Officer and
                    the Registrant's Executive Vice-President, Finance and Chief
                    Financial Officer, after evaluating the effectiveness of the
                    Registrant's disclosure controls and procedures (as defined
                    in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of October
                    2, 2005, have concluded that, as of such date, the
                    Registrant's disclosure controls and procedures were
                    adequate and effective to ensure that material information
                    relating to the Registrant and its consolidated subsidiaries
                    would be made known to them by others within those entities.

               The Company confirms that pursuant to the evaluation of its
               disclosure controls and procedures as of October 2, 2005,
               referred to above, information communicated to the Company's
               management was done so as to allow timely decisions regarding
               required disclosure, and disclosure controls and procedures were
               effective to give reasonable assurance that the information
               required to be disclosed by the Company in reports that it files
               under the



                                       4
<PAGE>

               Exchange Act is recorded, processed, summarized and reported
               within the time periods specified in the rules and forms of the
               Commission. The Company respectfully submits that it should not
               be required to amend its MD&A or Annual Report on Form 40-F filed
               on December 23, 2005.

               In light of your comments, the Company intends to revise its
               disclosure in part C of future filings of its Annual Reports on
               Form 40-F to provide the conclusions of its Principal Executive
               and Principal Financial officers regarding the effectiveness of
               its disclosure controls and procedures, in accordance with
               General Instruction B(6)(b) of Form 40-F, as follows:

                    Disclosure controls and procedures are designed to ensure
                    that information required to be disclosed by Registrant in
                    reports filed with the SEC is recorded, processed,
                    summarized and reported within the time periods specified in
                    the SEC's rules and forms and is accumulated and
                    communicated to the Registrant's management, including our
                    Chief Executive Officer and our Executive Vice-President,
                    Chief Financial and Administrative Officer, as appropriate,
                    to allow timely decisions regarding required disclosure.

                    An evaluation was carried out under the supervision of and
                    with the participation of the Registrant's management,
                    including our Chief Executive Officer and our Executive
                    Vice-President, Chief Financial and Administrative Officer,
                    of the effectiveness of our disclosure controls and
                    procedures (as such term is defined in Exchange Act Rules
                    13a-15(e) and 15d-15(e)) as of [DATE TO BE INSERTED]. Based
                    on that evaluation, our Chief Executive Officer and our
                    Executive Vice-President, Chief Financial and Administrative
                    Officer concluded that the Registrant's disclosure controls
                    and procedures were effective.


EXHIBIT 99.2

CONSOLIDATED STATEMENTS OF EARNINGS, PAGE 50

5.   IN FUTURE FILINGS, PLEASE ENSURE THAT ALL COSTS OF A SIMILAR NATURE ARE
     INCLUDED IN THE SAME FINANCIAL STATEMENT CAPTION FOR COMPARATIVE PURPOSES.
     AS AN EXAMPLE, WE NOTE THAT YOU RECORDED LOSSES FOR ASSET WRITE DOWNS IN
     2004 AS A COMPONENT OF SELLING, GENERAL AND ADMINISTRATIVE EXPENSES, WHILE
     SIMILAR CHARGES IN 2005 WERE RECORDED AS A SPECIAL CHARGE.

     Response: Regarding the differences in classification between 2005 and
               2004 with respect to losses on fixed asset disposals, we note
               that the difference specifically relates to losses in connection
               with plant closings. For 2004, the amount of losses on fixed
               asset disposals relating to plant closings (the closure


                                       5
<PAGE>

               of one of our sewing plants) was only $0.8 million, so in our
               view this was not large enough to warrant disclosure on a
               separate line on the statement of earnings. We included this loss
               with "Selling, general and administrative expenses", along with
               an additional loss of $1.1 million for fixed asset disposals
               relating to ongoing operations. For 2005, losses on disposal of
               fixed assets totalled $7.4 million, of which $6.8 million related
               to the closure of our Canadian yarn-spinning operations (included
               in "Special Charge") and $0.6 million was for disposals relating
               to ongoing operations and was included in "Selling, general and
               administrative expenses". We also note that from 2000 to 2003,
               losses on disposal of fixed assets did not exceed $1.0 million in
               any one year and were included in "Selling, general and
               administrative expenses".

               In future filings, we will take your observations into account in
               the event that we incur additional costs relating to the closure
               of facilities.


NOTE 14 OTHER INFORMATION, PAGE 65

6.   WE NOTE THAT YOU CLOSED TWO OF YOUR CANADIAN YARN-SPINNING OPERATIONS IN
     2004. PLEASE CONFIRM FOR US THAT THE WRITEDOWN RECORDED RELATES SOLELY TO
     THE ASSETS THAT WERE NOT TRANSFERRED TO THE JOINT VENTURE. WITH REGARD TO
     THE ASSETS THAT WERE TRANSFERRED TO THE JOINT VENTURE, PLEASE PROVIDE US
     WITH MORE DETAILS REGARDING THIS TRANSFER AND REVISE YOUR DISCLOSURE
     ACCORDINGLY. FOR EXAMPLE:

          o    WHEN YOU TRANSFERRED THE ASSETS TO THE JOINT VENTURE, DID THE
               VENTURE RECOGNIZE A GAIN OR LOSS ON THE TRANSFER?
          o    DID THE JOINT VENTURE PARTNER ALSO TRANSFER ASSETS OF EQUIVALENT
               VALUE TO THE VENTURE?
          o    IF NOT, DID YOUR OWNERSHIP PERCENTAGE IN THE JOINT VENTURE
               CHANGE?

     Response: The writedown related solely to the assets that were
               NOT transferred to the joint venture.

               On a consolidated basis, the transfer of fixed assets to our
               joint venture, CanAm Yarns, LLC ("CanAm"), occurred in 2005 and
               was effected at net book value (approximately $15 million) and
               therefore no gain or loss was recognized.

               The joint venture partner did not transfer assets of equivalent
               value. Our percentage of ownership did not change because we
               obtained a note receivable in consideration for the transferred
               assets.

               We wish to highlight that effective October 4, 2004, we
               consolidated the financial statements of CanAm, as we have
               identified CanAm as a variable interest entity for which we are
               the primary beneficiary, as disclosed in note 1 to our Financial
               Statements.



                                       6
<PAGE>


EXHIBIT 99.4

7.   PLEASE CONFIRM THAT THE INCLUSION OF THE TITLES OF YOUR CHIEF EXECUTIVE
     OFFICER AND CHIEF FINANCIAL OFFICER WAS NOT INTENDED TO LIMIT THE CAPACITY
     IN WHICH SUCH INDIVIDUALS PROVIDED THE CERTIFICATIONS. IN THE FUTURE,
     ELIMINATE REFERENCE TO THE TITLES IN THE INTRODUCTORY PARAGRAPH OF THE
     CERTIFICATIONS TO CONFORM TO THE FORMAT PROVIDED IN ITEM 601(b) (31) OF
     REGULATION S-K.

     Response: We confirm that the inclusion of the titles of our President
               and Chief Executive Officer and our Executive Vice-President,
               Finance and Chief Financial Officer was not intended to limit the
               capacity in which such individuals provided the certifications.
               In future filings of our Forms 40-F with the Commission, we will
               eliminate reference to the titles in the introductory paragraph
               of the certifications to conform to the format provided in
               General Instruction B(6)(a) of Form 40-F.

REQUEST FOR WRITTEN ACKNOWLEDGEMENT (PER PAGE 4 OF LETTER)

     IN CONNECTION WITH RESPONDING TO OUR COMMENTS, PLEASE PROVIDE, IN WRITING,
     A STATEMENT FROM THE COMPANY ACKNOWLEDGING THAT:

     o    THE COMPANY IS RESPONSIBLE FOR THE ADEQUACY AND ACCURACY OF THE
          DISCLOSURE IN THE FILING;

     o    STAFF COMMENTS OR CHANGES TO DISCLOSURE IN RESPONSE TO STAFF COMMENTS
          DO NOT FORECLOSE THE COMMISSION FROM TAKING ANY ACTION WITH RESPECT TO
          THE FILING; AND

     o    THE COMPANY MAY NOT ASSERT STAFF COMMENTS AS A DEFENSE IN ANY
          PROCEEDING INITIATED BY THE COMMISSION OR ANY PERSON UNDER THE FEDERAL
          SECURITIES LAWS OF THE UNITED STATES.

     Response: Attached as Appendix A to this letter is the requested statement.



As we have indicated in detail above, we have committed to include or to
consider including additional disclosures in future filings of our Annual
Reports on Form 40-F with the Commission. We respectfully submit our belief that
such disclosures do not warrant an amendment to the Company's 40-F for the
fiscal year ended October 2, 2005 as filed on December 23, 2005.

Please direct all questions or comments regarding this letter to either myself
or Gregg Thomassin, our Executive Vice-President, Corporate Controller and Chief
Information Officer, at 514-343-8825.


                                       7
<PAGE>


Sincerely,

/s/ Laurence G. Sellyn
- -----------------------------------
Laurence G. Sellyn
Executive Vice-President, Chief Financial and Administrative Officer


Attachment

cc:      Audit and Finance Committee, Gildan Activewear Inc.
         Tania Garcia-Eaton, Shearman & Sterling LLP



                                       8
<PAGE>
                                                                      APPENDIX A

                                 March 30, 2006


BY EDGAR

Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-7010


                             Gildan Activewear Inc.
                 Annual Report on Form 40-F (File No. 001-14830)

     Reference is made to the Annual Report on Form 40-F for the fiscal year
ended October 2, 2005 (File No. 001-14830) (the "Annual Report") filed by Gildan
Activewear Inc. (the "Company") on December 23, 2005 with the Securities and
Exchange Commission (the "Commission"). The Company acknowledges that the
Company is responsible for the adequacy and accuracy of the disclosure in the
Annual Report. The Company further acknowledges that comments of the staff of
the Commission or changes to disclosure in response to such comments do not
foreclose the Commission from taking any action with respect to the Annual
Report. In addition, the Company further acknowledges that it may not assert the
comments of the staff of the Commission as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.


                                        Very truly yours,

                                        Gildan Activewear Inc.



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




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