A totally new, integrated tandem spinning system was used to produce unique, 65- and 54-tex, core-wrap, composite yarns consisting of a high tenacity polyester staple core (40%) and a pure cotton wrap / sheath (60%). The yarns were conventionally processed on standard textile equipment in winding, warping, sizing/slashing, and weaving, and converted into a 220 g/m2, 2/1-twill fabric, which was permanently heat set in the greige stage and then pad-batch desized, scoured, and bleached. One portion of the fabric was dyed for cotton only, and the rest was union-dyed for both constituent fibers. One-half of the union-dyed fabric was finished with a softener only, and the other half was specially finished with a softener plus a light, 5% DMDHEU resin finish. The differently treated fabrics were then evaluated for selected important properties such as DP rating, shrinkage, tensile and tear strengths, flex abrasion resis tance, bursting strength, air permeability, overall core-coverage, and certain hand at tributes. This paper is the first to examine and report the properties of a tandem-spun- yarn fabric.