Form 4
Form 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL
OMB Number:  3235-0287
Expires: January 31, 2005
[_] Check box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See instructions 1(b).
 Estimated average burden
hours per response. . . 0.5
1. Name and Address of Reporting Person*

                        Mickel             Buck              A. 		2. Issuer Name and Ticker or Trading Symbol
RSI Holdings, Inc. - RSII

6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
[X]    Director                    [X]     10% Owner
[X]    Officer (give             [_]    Other (specify
                  title below)                     below)

President and Chief Executive Officer
(Last)             (First)            (Middle)

28 E. Court Street 		3. I.R.S. Identification Number of Reporting Person, if an entity
(voluntary)

4. Statement for Month/Day/Year

December 24, 2002
(Street)

                     Greenville              SC             29601 		5. If Amendment, Date of Original (Month/Day/Year)
 		7. Individual or Joint/Group Filing
(Check Applicable Line)
[X]  Form filed by One Reporting Person
[_] Form filed by More than One Reporting Person
(City)             (State)             (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(mm/dd/yy)

2A.
Deemed
Execution
Date, if
any
(mm/dd/yy
 3. Transaction
Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction
(Instr. 3 and 4) 		6. Owner-
ship Form:
Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A)
or
(D)		 Price
Common Stock, $.01 Par Value ("Common Stock") 11/6/2002   G V 150,000(1) D N/A      
Common Stock 12/6/2002   G V 3,000 D N/A      
Common Stock 12/14/2002   G V 50,000 D N/A 3,087,309 D  
Common Stock               150,000(1) I By self for child

(1) Represents transfer of shares to child under Uniform Gifts to Minors Act

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instructions 4(b)(v).

 
 Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently vaild OMB Number.
(Over)
SEC 1474 (9-02)
FORM 4 (continued)
 Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) 		 
1.Title of Derivative Security
(Instr.3)		 2. Conversion or
Exercise
Price of
Derivative
Security		 3. Transaction
Date
(Month/
Day/
Year)		 4. Transaction Code
(Instr. 8)		 5. Number of Derivative
Securities
Acquired (A) or Disposed of(D)
(Instr. 3, 4 and 5)
 6. Date Exercisable
and Expiration Date
(Month/Day/Year)		 7. Title and Amount of
Underlying Securities
(Instr. 3 and 4)		 8. Price of
Derivative
Security
(Instr. 5)

9.Number of
Deriv-
ative
Secur-
ities
Bene-
ficially
Owned
Follow-
ing
Reported
Trans-
action(s)
(Instr. 4)

 10. Owner-
ship
Form of
Deriv-
ative
Security:
Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature
of
Indirect
Benefi-
cial
Owner-
ship
(Instr. 4)
Code V (A) (D) Date
Exercisable		 Expiration
Date		 Title Amount or
Number
of Shares
Stock Option (Right to Buy) $1.125           (1) 7/2/07 Common Stock 5,000   5,000 D  
Stock Option (Right to Buy $.57           (1) 4/22/08 Common Stock 8,333   8,333 D  
Stock Option (Right to Buy) $.15           (1) 1/21/09 Common Stock 13,333   13,333 D  
Stock Option (Right to Buy $.077           6/10/03 6/10/07 Common Stock 300,000   300,000 D  
                             
Explanation of Responses:

(1)  This option granted to the Reporting Person by the board of directors of RSI Holdings, Inc. is fully vested and exercisable.
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). /s/  Buck A. Mickel
**Signature of Reporting Person 		January 6, 2003  
Date
Note: File three copies of this Form, one of which must be manually signed.
If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB Number. 		Page 2