SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    ---------                                   
                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                     For the Quarter Ended February 6, 1999
                           Commission File No. 1-11722


                               CHIC BY H.I.S, INC.
        ---------------------------------------------------------------         
             (Exact name of registrant as specified in its charter)


          Delaware                                              13-3494627    
------------------------                                    -----------------   
(State of Incorporation)                                    (I.R.S. Employer
                                                           Identification No.)

1372 Broadway, New York, New York                                     10018   
---------------------------------------                             ---------   
(Address of principal executive offices)                            (Zip Code)


           (212) 302-6400           
-----------------------------                                                   
Registrant's telephone number,
including area code

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.


                                  Yes X No ---

Indicate  the  number  of  shares  outstanding  of each of the
issuer's classes of common stock, as of the latest practicable date.




                                                                   Shares
          Date                     Class                         Outstanding
      -----------          ---------------------                 -----------    
     March 16, 1999     Common Stock, $.01 Par Value              9,870,793






                                       1
<PAGE>



                               CHIC BY H.I.S, INC.

                                      INDEX
                           ---------------------------



                                                                         Page
                                                                         ----



Part I.  Financial Information

         Item 1:  Financial Statements (unaudited, except as noted):

                  Consolidated Balance Sheets at
                     February 6, 1999 and November 7, 1998 (audited)      3

                  Consolidated Statements of Operations
                     for the thirteen weeks ended February 6,
                     1999 and January 31, 1998                            4

                  Consolidated Statements of Cash Flows
                     for the thirteen weeks ended February 6,
                     1999 and January 31, 1998                            5

                  Consolidated Statements of Stockholders'
                     Equity for the thirteen weeks ended
                     February 6, 1999 and January 31, 1998                6

                  Notes to Consolidated Financial Statements             7-8

         Item 2:  Management's Discussion and Analysis of
                  Financial Condition and Results of Operations         9-12

Part II. Other Information

         Item 5:  Special Note Regarding Forward-Looking Statements    13-15

         Item 6:  Exhibits and Reports on Form 8-K                       16


                  Signature Page                                         17




                                       2


<PAGE>


                      CHIC BY H.I.S, INC. AND SUBSIDIARIES



                           CONSOLIDATED BALANCE SHEETS



<TABLE>
<CAPTION>
                                                                                       Feb. 6, 1999             Nov. 7, 1998
(In thousands)                                                                          (Unaudited)               (Audited)
============================================================================================================================
<S>                                                                                    <C>                        <C>      
Assets
    Current:
          Cash and cash equivalents                                                    $    7,895                 $   3,623
          Accounts receivable - net of reserve for possible losses                         29,012                    27,242
          Inventories                                                                      85,829                    74,167
          Deferred income taxes                                                             4,507                     3,549
          Prepaid expenses and other current assets                                         5,070                     2,974
----------------------------------------------------------------------------------------------------------------------------
                Total Current Assets                                                      132,313                   111,555
----------------------------------------------------------------------------------------------------------------------------

     Property, Plant and Equipment, at cost less accumulated
                depreciation and amortization                                              58,992                    58,680
     Deferred tax asset                                                                     4,557                     4,557
     Other Assets                                                                           1,914                     2,283
----------------------------------------------------------------------------------------------------------------------------
                                                                                       $  197,776                 $ 177,075
============================================================================================================================

Liabilities and Stockholders' Equity
     Current:
           Revolving bank loan                                                         $   31,657                 $  21,381
           Foreign bank debt                                                                7,133                         -
           Current maturities of long-term debt                                             4,523                     2,395
           Obligations under capital leases                                                   544                       613
           Accounts payable                                                                15,547                    12,466
           Accrued liabilities:
                Payroll, payroll taxes and commissions                                      7,337                     5,759
                Income taxes                                                                1,109                     1,874
                Restructuring and special charges                                           1,798                     2,383
                Other                                                                       4,043                     3,551
----------------------------------------------------------------------------------------------------------------------------
                      Total current liabilities                                            73,691                    50,422
----------------------------------------------------------------------------------------------------------------------------
      Non-current:
           Long-term debt                                                                  44,800                    44,850
           Pension liability                                                               11,982                    11,982
           Obligations under capital leases                                                 1,072                     1,186
----------------------------------------------------------------------------------------------------------------------------
                     Total non-current liabilities                                         57,854                    58,018
----------------------------------------------------------------------------------------------------------------------------
Minority interest                                                                           9,413                     9,164
----------------------------------------------------------------------------------------------------------------------------
Stockholders' Equity
     Preferred stock, $.01 par value - shares authorized 10,000,000;
           none issued                                                                          -                         -
    Common stock, $.01 par value - 25,000,000 shares authorized;
           9,870,793 and 9,870,793 issued and outstanding                                      98                        98
     Paid-in capital                                                                      106,304                   106,275
     Retained earnings (deficit)                                                          (36,136)                  (34,249)
     Foreign currency translation adjustment                                               (1,466)                     (671)
     Excess of additional pension liability over intangible pension asset                 (11,982)                  (11,982)
----------------------------------------------------------------------------------------------------------------------------
                     Stockholders' Equity                                                  56,818                    59,471
----------------------------------------------------------------------------------------------------------------------------
                                                                                       $  197,776                 $ 177,075
============================================================================================================================
</TABLE>



                 See notes to consolidated financial statements.


                                       3
<PAGE>


                      CHIC BY H.I.S, INC. AND SUBSIDIARIES





                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                   Thirteen weeks          Thirteen weeks
                                                                                 ended February 6,      ended January 31,
(In Thousands, except share and per share amounts)                                     1999                     1998
===========================================================================================================================
<S>                                                                                  <C>                      <C>   
Net sales                                                                            51,228                   64,245
Cost of goods sold                                                                   36,857                   47,680
---------------------------------------------------------------------------------------------------------------------------
     Gross profit                                                                    14,371                   16,565
Licensing revenues                                                                      637                      597
---------------------------------------------------------------------------------------------------------------------------
                                                                                     15,008                   17,162
Selling, general and administrative expenses                                         13,541                   11,907
---------------------------------------------------------------------------------------------------------------------------
     Operating income                                                                 1,467                    5,255
Interest and finance costs                                                           (1,517)                    (883)
---------------------------------------------------------------------------------------------------------------------------
     Income (loss) before provision for income taxes, minority                                            
               interest and extraordinary item                                          (50)                   4,372
Provision for income taxes                                                            1,200                    1,932
---------------------------------------------------------------------------------------------------------------------------
     Income (loss) before minority interest and extraordinary item                   (1,250)                   2,440
Minority interest                                                                       637                      924
---------------------------------------------------------------------------------------------------------------------------
Net income (loss)                                                                    (1,887)                   1,516
---------------------------------------------------------------------------------------------------------------------------
                                                                                                          
Net income (loss) per common share:                                                                       
     Basic                                                                           ($ .19)                   $ .15
     Diluted                                                                         ($ .19)                   $ .15
                                                                                                       
Weighted average number of common shares and share equivalents
outstanding
     Basic                                                                        9,870,793                9,787,868
     Diluted                                                                      9,870,793                9,895,017
==========================================================================================================================
</TABLE>




                 See notes to consolidated financial statements.

                                        4
<PAGE>


                      CHIC BY H.I.S, INC. AND SUBSIDIARIES



                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                                                      Thirteen Weeks Ended
------------------------------------------------------------------------------------------------------------------
                                                                                    February 6,    January 31,
(In Thousands)                                                                         1999           1998
==================================================================================================================
<S>                                                                               <C>             <C>    
Cash flows from operating activities:
Net income (loss)                                                                 ($ 1,887)       $ 1,516
------------------------------------------------------------------------------------------------------------------
Adjustments to reconcile net income (loss) to net cash used in operating
activities:
     Minority interest                                                                 637            924
     Depreciation and amortization                                                   1,036          1,266
     Deferred income taxes                                                            (958)           253
Decrease (increase) in:
     Accounts receivable                                                            (1,770)        (2,635)
     Inventories                                                                   (11,662)          (385)
     Prepaid expenses and other current assets                                      (2,096)        (1,028)
     Other assets                                                                      369           (670)
Increase (decrease) in:
     Accounts payable                                                                3,081         (3,196)
     Accrued liabilities                                                               718           (680)
------------------------------------------------------------------------------------------------------------------
          Total adjustments                                                        (10,645)        (6,151)
------------------------------------------------------------------------------------------------------------------
          Net cash used in operating activities                                    (12,532)        (4,635)
------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
 Purchase of property, plant and equipment                                          (1,550)        (3,259)
------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Increase in loans under revolving line of credit                                    10,276          8,500
Increase in foreign bank debt                                                        7,133            888
Increase in short-term notes payable                                                 3,336              -
Repayment of long-term debt                                                         (1,190)             -
Proceeds from the issuance of common stock                                               -            134
Short-swing profits                                                                     29              -
Principal payments under capitalized lease obligations                                (184)          (202)
Retirement of capitalized lease obligation                                               -           (175)
------------------------------------------------------------------------------------------------------------------
          Net cash provided by (used in) financing activities                       19,400          9,145
------------------------------------------------------------------------------------------------------------------
          Increase (decrease) in cash and cash equivalents                           5,318          1,251
------------------------------------------------------------------------------------------------------------------
Effect of exchange rates on cash                                                    (1,046)        (1,166)
Cash and cash equivalents, beginning of period                                       3,623          7,395
Cash and cash equivalents, end of period                                           $ 7,895        $ 7,480
==================================================================================================================
</TABLE>





                      See notes to consolidated financial statements.

                                       5

<PAGE>


                      CHIC BY H.I.S, INC. AND SUBSIDIARIES



                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                                                                       Excess of
                                                                                                                     additional
                                                                                                                       pension
                                                                                                                      liability
                                                                                                       Foreign          over
                                                                                      Retained        currency       intangible
                                                         Common        Paid-in        earnings       translation       pension
(In Thousands)                              Total        stock         capital       (deficit)       adjustment         asset
--------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>            <C>         <C>             <C>              <C>              <C>       
Balance, November 1, 1997                $ 89,068       $  99       $ 105,590       ($ 6,299)        $   332          ($ 10,654)
--------------------------------------------------------------------------------------------------------------------------------
Comprehensive income:                                                                                             
    Net income                              1,516           -               -           1,516              -                  -
    Foreign currency translation                                                                                  
    adjustment                              (578)           -               -               -          (578)                  -
--------------------------------------------------------------------------------------------------------------------------------
Total comprehensive income                    938           -               -           1,516          (578)                  -
--------------------------------------------------------------------------------------------------------------------------------
Stock options exercised                       134           -             134               -              -                  -
--------------------------------------------------------------------------------------------------------------------------------
Balance, January 31, 1998                $ 90,140       $  99       $ 105,724       ($ 4,783)       ($  246)          ($ 10,654)
================================================================================================================================
                                                                                                                  
Balance, November 7, 1998                $ 59,471       $  98       $ 106,275       ($34,249)       ($  671)          ($ 11,982)
--------------------------------------------------------------------------------------------------------------------------------
Comprehensive income:                                                                                             
     Net loss                             (1,887)           -               -         (1,887)             -                   -
    Foreign currency translation                                                                                 
    adjustment                              (795)           -               -               -          (795)                  -
--------------------------------------------------------------------------------------------------------------------------------
Total comprehensive income                (2,682)           -               -         (1,887)          (795)                  -
--------------------------------------------------------------------------------------------------------------------------------
Short-swing Section 16(b) profits              29           -              29              -              -                   -
--------------------------------------------------------------------------------------------------------------------------------
Balance, February 6, 1999                $ 56,818      $   98       $ 106,304      $ (36,136)        $(1,466)          $ (11,982)
================================================================================================================================
</TABLE>



                                                                            


                 See notes to consolidated financial statements.

                                       6
<PAGE>


                      CHIC BY H.I.S, INC. AND SUBSIDIARIES



                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

           =========================================================




1. Basis of Presentation

        The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included.



2. Inventories.

Inventories consist of the following:


(In Thousands)              February 6, 1999              November 7, 1998
--------------------------------------------------------------------------------
Raw Materials                  $  11,891                     $  9,159
Work-in-process                   19,192                       12,966
Finished Goods                    54,745                       52,042
--------------------------------------------------------------------------------
                               $  85,829                     $  74,167
================================================================================

3.  Asset Purchase Agreement

In January 1999, the Company purchased certain assets, including inventory,
tradenames and sales orders, of Stuffed Shirt,  Inc.  ("Stuffed Shirt") for
$4.3 million.  The purchase  price was payable $1 million at closing,  with
the balance payable within 90 days of the closing date.


4.      Recent Accounting Standards

In June 1997, the Financial Accounting Standards Board issued two new disclosure
standards, which are effective for fiscal periods beginning after December 15,
1997. Results of operations and financial position were unaffected by
implementation of these new standards.

Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive Income," established standards for reporting and display of
comprehensive income, its components and accumulated balances. Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures, SFAS
No. 130 requires that all items that are required to be recognized under current
accounting standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements.





                                       7
<PAGE>


                      CHIC BY H.I.S, INC. AND SUBSIDIARIES



SFAS No.  131,  "Disclosure  about  Segments of an  Enterprise  and Related
Information,"  which  supersedes  SFAS No.  14,  "Financial  Reporting  for
Segments of a Business Enterprise,"  establishes standards for the way that
public  enterprises  report  information about operating segments in annual
financial  statements and requires reporting of selected  information about
operating segments in interim financial statements issued to the public. It
also establishes standards for disclosures regarding products and services,
geographic  areas and  major  customers.  SFAS No.  131  defines  operating
segments as components of and  enterprises  about which separate  financial
information  is available  that is evaluated  regularly  by  management  in
deciding how to allocate resources and in assessing performance.

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative  Instruments and Hedging  Activities."  SFAS No.
133 requires companies to recognize all derivative  contracts at their fair
values,  as either assets or liabilities  on the balance sheet.  If certain
conditions are met, a derivative may be specifically designated as a hedge,
the  objective of which is to match the timing of gain or loss  recognition
on the hedging  derivative  with the  recognition of (1) the changes in the
fair value of the hedged asset or liability  that are  attributable  to the
hedged  risk,  or  (2)  the  earnings  effect  of  the  hedged   forecasted
transaction.  For a derivative not designated as a hedging instrument,  the
gain or loss is recognized in income in the period of change.  SFAS No. 133
is effective for all fiscal  quarters of fiscal years  beginning after June
15, 1999.

Historically,  the Company has not entered into derivative contracts either
to hedge  existing  risks or for  speculative  purposes.  Accordingly,  the
Company  does  not  expect  adoption  of the new  standard  to  affect  its
financial statements.




                                       8

<PAGE>


                      CHIC BY H.I.S, INC. AND SUBSIDIARIES



Item 2:           Management's discussion and
                  analysis of financial condition
                  and results of operations

General
-------

As a designer, manufacturer and marketer of moderately priced, basic style male
and female denim jeans, casual pants and shorts, Chic by H.I.S, Inc. (the
"Company") believes that its products constitute basic apparel and, as such,
generally do not depend upon impulse buying or high fashion trends. The Company
distributes its products primarily through mass merchandisers which constitute
the Company's traditional channel of distribution.

The following table sets forth selected operating data as a percentage of net
sales for the periods indicated.



<TABLE>
<CAPTION>
                                                                                         Thirteen Weeks Ended   
                                                                                       February 6,   January 31,
                                                                                         1999        1998       
<S>                                                                                     <C>          <C>        
Net Sale                                                                                                        
   United States                                                                         51.1         63.7      
   Europe                                                                                48.9         36.3      
------------------------------------------------------------------------------------------------------------------------
   Consolidated                                                                         100.0        100.0      
------------------------------------------------------------------------------------------------------------------------
Gross margin                                                                                                    
   United States                                                                         12.1         15.8      
   Europe                                                                                44.7         43.3      
------------------------------------------------------------------------------------------------------------------------
   Consolidated                                                                          28.5         25.8      
------------------------------------------------------------------------------------------------------------------------
Licensing revenues                                                                        1.2           .9      
------------------------------------------------------------------------------------------------------------------------
Selling, general and administrative expenses                                             26.4         18.5
------------------------------------------------------------------------------------------------------------------------
Operating income                                                                          2.9          8.2
------------------------------------------------------------------------------------------------------------------------
Interest and finance costs                                                               (3.0)        (1.4)
------------------------------------------------------------------------------------------------------------------------
Income (loss) before provision for income taxes and minority interest                     (.1)         6.8
------------------------------------------------------------------------------------------------------------------------
Provision for income taxes                                                               (2.3)        (3.0)
------------------------------------------------------------------------------------------------------------------------
Minority interest                                                                        (1.2)        (1.4)
------------------------------------------------------------------------------------------------------------------------
Net income (loss)                                                                        (3.6)         2.4
========================================================================================================================
</TABLE>



                                       9



<PAGE>


                      CHIC BY H.I.S, INC. AND SUBSIDIARIES



The following  discussion provides  information and analysis of the results
of operations of the Company for the thirteen  weeks ended  February 6, 1999 and
January 31, 1998 and its liquidity and capital resources.

Thirteen Weeks ended February 6, 1999 (the "1999 First  Quarter")  Compared
to Thirteen  Weeks ended January 31, 1998 (the "1998 First  Quarter")

     Net Sales. Net sales for the 1999 First Quarter decreased $13.0 million, or
20.3%,  from $64.2 million for the 1998 First Quarter to $51.2  million.  United
States sales decreased by $14.8 million,  or 36.1%,  to $26.2 million  primarily
due to a decrease in unit sales volume.  As of February 6, 1999, The Company had
a total  backlog of  confirmed  domestic  purchase  orders of $72.5  million,  a
decrease of 5.1%  compared to $76.4  million as of January 31, 1998. In the 1999
First Quarter,  European sales increased by .7 million  deutsche marks, or 1.7%,
to 42.1 million  deutsche marks.  When converted  using the prevailing  currency
exchange rate, the European sales  translated  into an increase of $1.8 million,
or 7.5%,  to $25.1 million for the 1999 First  Quarter.  As of February 6, 1999,
the Company had a total backlog of confirmed  European  purchase  orders of 53.8
million  deutsche  marks, a decrease of 14.5% compared to 62.9 million  deutsche
marks as of January 31, 1998.  The confirmed  European  backlog,  when converted
into U.S. currency at the then prevailing rate, was $31.1 million, a decrease of
10.0% compared to $34.6 million on January 31, 1998.

     The   Company's   backlog   consists  of  confirmed   purchase   contracts.
Substantially  all of the unfilled  orders are expected to be shipped  within 12
months. The Company believes that in the past it has shipped at least 95% of its
confirmed  purchase  contracts.   The  Company  has  not  generally  experienced
difficulty in filling orders on a timely basis.  

     Gross  Profit.  Gross  profit for the 1999  First  Quarter  decreased  $2.2
million,  or 13.2%,  from  $16.6  million  in the 1998  First  Quarter  to $14.4
million,  although gross margin  increased from 25.8% to 28.0% due to the higher
proportionate  contribution  of  European  sales.  United  States  gross  profit
decreased  $3.3  million  from $6.5  million for the 1998 First  Quarter to $3.2
million,  while the gross margin  decreased from 15.8% to 12.1%. The decrease in
gross  profit in the United  States was  primarily  due to the decrease in sales
volume,  while the decrease in gross margin is primarily  due to the decrease in
the average unit selling price and product mix.  European gross margin increased
from 43.3% in the 1998 First Quarter to 44.7% primarily due to product mix.

     Licensing  Revenues.  Licensing  revenues remained  relatively flat for the
1999 First Quarter at $.6 million,  as compared to the 1998 First Quarter.

     SG&A Expenses.  Selling, general and administrative expenses increased $1.6
million,  or 13.7%, to $13.5 million for the 1999 First Quarter primarily due to
increased  European  selling and  administrative  expenses of $2.1 million which
were  partially  offset by a decrease  in  domestic  operating  expenses  of $.5
million.  The increase in European  operating  expenses is primarily  due to the
re-negotiation of certain regional  salesmen's  compensation  arrangements,  the
timing of advertising  and trade shows and the accrual of an estimated  year-end
bonus. The decrease in domestic  operating  expenses reflects the Company's cost
reduction efforts.

     Operating  Income.  Operating  income for the 1999 First Quarter  decreased
$3.8  million  from $5.3  million  in the 1998 First  Quarter  to $1.5  million,
primarily due to the decrease in sales and the increase in selling,  general and
administrative expenses.

                                       10

<PAGE>


                      CHIC BY H.I.S, INC. AND SUBSIDIARIES



     Interest  and Finance  Costs.  Interest  and finance  costs  increased  $.6
million or 71.2%,  from $.9 million for the 1998 First  Quarter to $1.5  million
for the 1999 First  Quarter.  The  increase in  interest  cost was due to higher
outstanding borrowings at higher average interest rates for the period.

     Income Taxes. The provision for income taxes for the 1999 First Quarter was
$1.2 million as compared to $1.9 million for the 1998 First  Quarter as a result
of the decrease in income and the increase in the  valuation  allowance  against
the domestic  deferred  tax asset to the extent its  realization  is  uncertain.

Liquidity and Capital Resources

     The  Company's  principal  capital  requirements  have been to fund working
capital  needs and capital  expenditures.  The Company has  historically  relied
primarily on internally generated funds, trade credit, bank borrowings and other
debt offerings to finance these needs.

          In the 1999  First  Quarter,  net cash of  $12.5  million  was used 
 in operations,  as compared to $4.6 million in the 1998 First Quarter. The net
 cash used in operations was primarily  attributable to the net loss for the 
 period,  the increase in accounts  receivables and  inventories,  which was
 partially offset by the increase in accounts payable and accrued  expenses. The
 changes in accounts  receivable,  inventories and accounts  payable are 
 primarily  attributable  to the decrease and timing of sales in the period, as 
 well as the purchase of  approximately  $4.5  million of inventory  from
 Stuffed Shirt, Inc. ("Stuffed Shirt").  The increase in accounts payable is 
 primarily due to the timing of inventory purchases.

     Net cash of $1.5 million was used in investing activities in the 1999 First
Quarter,  as compared to $3.3  million in the 1998 First  Quarter.  Cash used in
investing   activities  was  primarily   attributable  to  the  construction  of
manufacturing facilities and acquisition of equipment. The Company is continuing
to develop its  manufacturing  facilities  in Mexico and has a laundry  facility
under  construction.  The  construction of the laundry is expected to require an
investment of approximately $8 million in fiscal 1999, to be financed  primarily
through bank borrowing.

     Net cash  provided by  financing  activities  was $19.4  million in the 
1999 First Quarter,  as compared to $9.1 million in the 1998 First Quarter.  The
cash provided  by  financing  activities  in the 1999  First Quarter was  
primarily attributable to a $10.3 million increase in the Company's borrowings 
against its domestic credit facilities,  $7.1 million increase in foreign bank 
debt and $3.3 million  increase in short-term  notes payable to the principal 
stockholders of Stuffed  Shirt for the  purchase  of certain  assets of the  
company,  which was partially  offset by the repayment of current  maturities  
of foreign  long-term debt of $1.1 million.

     As of February 6, 1999,  the  Company  had a $60  million  domestic  credit
agreement  providing a $40 million revolving line of credit and $20 million term
loan, of which $51.7 million was outstanding. In addition, the Company had $24.7
million of IRBs  outstanding  at February 6, 1999.  The Company also has foreign
financing agreements with two banks providing term loans aggregating 2.3 million
deutsche  marks  (approximately  $1.3  million,  based on the  February  6, 1999
foreign  currency  exchange  rate) and lines of credit  aggregating  58  million
deutsche  marks  (approximately  $33.6  million,  based on the  February 6, 1999
foreign  currency  exchange  rate).  Approximately  $7.1 million was outstanding
against the foreign lines of credit as of February 6, 1999.


                                       11


<PAGE>


                      CHIC BY H.I.S, INC. AND SUBSIDIARIES




     In recent years,  certain  retail  customers have  experienced  significant
financial  difficulties.  The  Company  attempts  to  minimize  its credit  risk
associated  with these customers by closely  monitoring its accounts  receivable
balances  and  their   ongoing   financial   performance   and  credit   status.
Historically,  the Company has not  experienced  material  adverse  effects from
transactions   with  these   customers.   However,   considering   the  customer
concentration  of the Company's  net sales,  any material  financial  difficulty
experienced  by a  significant  customer  could  have an  adverse  effect on the
Company's financial position or results of operations.

     The  Company is a holding  company,  and is  dependent  upon the receipt of
dividends or other payments from its subsidiaries. The Company expects that cash
generated from  operations and the credit  agreements will provide the financial
resources  sufficient  to meet  its  foreseeable  working  capital  and  capital
expenditure requirements.  There can be no assurance,  however, that the Company
will not need to borrow from other sources during future periods.



                                       12

<PAGE>


                      CHIC BY H.I.S, INC. AND SUBSIDIARIES



 Part II OTHER INFORMATION

 Item 5: Special Note Regarding Forward-looking Statements

      The Private Securities  Litigation Reform Act of 1995 provides a "safe
 harbor"  for   forward-looking   statements.   Except  for  the  historical
 information  contained or  incorporated  by  reference in this filing,  the
 matters  discussed or incorporated by reference herein are  forward-looking
 statements.  Such  forward-looking  statements  involve  known and  unknown
 risks,  uncertainties  and other factors that may cause the actual results,
 performance,  or achievements of the Company,  or industry  results,  to be
 materially different from any future results,  performance, or achievements
 expressed  or  implied by such  forward-looking  statements.  Such  factors
 include,  among others, those set forth below under the heading "Additional
 Cautionary  Statements"  as well as the  following:  general  economic  and
 business conditions; industry capacity; fashion, apparel and other industry
 trends;  competition;  overseas  expansion;  the loss of  major  customers;
 changes in demand for the Company's products;  cost and availability of raw
 materials;  changes in business strategy or development  plans;  quality of
 management; and availability, terms and deployment of capital.

 Additional Cautionary Statements

      Dependence on Major  Customers.  During fiscal 1998 and 1997, sales to
 one major  customer  (with  sales in excess of 10% of total  sales),  Kmart
 Corporation ("K-Mart"),  accounted for approximately 23.5% and 23.4% of the
 Company's consolidated net sales, respectively. For the year ended November
 2, 1996, sales to two major customers (with sales in excess of 10% of total
 sales)  approximated  25.5%  and  12.2%  of  consolidated  net  sales on an
 individual  basis.  The loss of such a major customer could have an adverse
 effect on the results of the Company's operations. In addition,  several of
 the Company's  licensees sell products bearing the Company's  trademarks to
 the same  retailer.  The Company has no long-term  commitments or long-term
 contracts with any of its customers.

      Recent Apparel  Industry  Trends.  Competition in the apparel industry
 has been  exacerbated  by the recent  consolidations  and closings of major
 stores.  Like  many  of its  competitors,  the  Company  sells  to  certain
 retailers who have recently experienced financial  difficulties and some of
 whom are currently operating under the protection of the federal bankruptcy
 laws.  Although  the  Company  monitors  the  financial  condition  of  its
 customers,  the Company cannot  predict what effect,  if any, the financial
 condition of such customers will have on the Company.  The Company believes
 that  developments  to date within these  companies have not had a material
 adverse  effect  on  the  Company's   financial   position  or  results  of
 operations.

     Nature of Industry;  Dependence  on Jeans.  The apparel  industry is highly
 competitive  and  characterized  generally  by ease of  entry.  Many of the
 Company's  competitors are substantially larger and have greater financial,
 marketing and other resources than the Company.  The Company's revenues are
 derived  principally  from sales of jeans products.  Although the Company's
 products for the domestic market have  historically  been less sensitive to
 fashion trends than higher fashion lines,  the apparel  industry is subject
 to rapidly changing consumer preferences,  which may have an adverse effect
 on the  results  of the  Company's  operations  if the  Company  materially
 misjudges such preferences.


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                      CHIC BY H.I.S, INC. AND SUBSIDIARIES



          Risks of Doing Business  Overseas.  In general,  the Company  believes
     that the demand for jeans in foreign markets is more susceptible to changes
     in fashion preferences than in the domestic market. In addition,  it is not
     possible to predict accurately the effect that the continued elimination of
     trade  barriers  among  members  of the  European  Union  will  have on the
     Company's   operations  in  Europe.  The  Company  is  also  expanding  its
     activities  in Eastern  Europe,  where  economic,  political  and financial
     conditions are changing rapidly, and commenced manufacturing  operations in
     Mexico in fiscal  1997.  In  general,  there can be no  assurance  that the
     results of the Company's  European  operations or the  operations in Mexico
     will not be adversely  affected by factors such as restrictions on transfer
     of funds, political instability,  competition, the relative strength of the
     U.S.   dollar,   changes  in  fashion   preferences  and  general  economic
     conditions.
    
          Absence of Dividends.  The Company has not, in recent years,  paid any
     cash or other dividends on its Common Stock,  and there can be no assurance
     that the Company will pay cash dividends in the  foreseeable  future.  As a
     holding  company,  the ability of the Company to pay dividends is dependent
     upon the receipt of dividends or other payments from its subsidiaries.  The
     Company's  domestic  credit  agreements  (the  "Loan  Agreements")  contain
     certain limitations on the Company's ability to pay dividends.
       

          Leverage   and   Financial   Covenants.   Although   debt  and  equity
     transactions   have   improved  the   Company's   operating  and  financial
     flexibility,   the  Company  continues  to  have  indebtedness  that  could
     adversely  affect its ability to respond to changing  business and economic
     conditions.   At  February  6,  1999,  the  Company  had  an  aggregate  of
     approximately  $89.7 million of  indebtedness  (including  capital  leases)
     outstanding and the Company's  stockholders' equity was approximately $56.8
     million.  The Company's  credit  agreements  contain  covenants that impose
     certain  operating  and  financial   restrictions  on  the  Company.   Such
     restrictions  affect,  and in many respects limit or prohibit,  among other
     things, the ability of the Company to incur additional indebtedness, create
     liens,  sell assets,  engage in mergers or acquisitions  and pay dividends.
     The  Company  has amended the terms of its  domestic  credit  agreement  to
     provide  seasonal  increases  in its  revolving  credit  facility and amend
     certain  covenants  with which the Company  was not in  compliance  as of
     February 6, 1999. 

 The Year 2000

          The Company  continues to assess the potential impact of the Year 2000
     ("Y2K")  computer  processing  issue  on  its  management  and  information
     systems.  The Company  believes that it has a prudent  approach in place to
     address these issues and monitor remedial action. The approach includes: an
     assessment of internal  programs and  equipment;  communication  with major
     customers  and  vendors  with  respect to the state of  readiness  of their
     systems;  an evaluation of facility related issues and the development of a
     contingency  plan.  This approach is designed to maintain an  uninterrupted
     supply of goods and services to/from the Company.

     The Company is  incorporated  Y2K  programming  modifications  with an
     overall upgrade in its computer  programming  language.  While this project
     involves a  significant  effort  from its  programming  staff,  the Company
     believes that it is on schedule for a timely  completion.  All programs are
     expected to be reviewed,  remediated and converted by mid-1999. The Company
     is also in the process of  assessing  all  hardware  components  and is not
     aware of any material  investment  required for its  mainframe and critical
     hardware equipment to be Y2K compliant.



                                       14
<PAGE>


                      CHIC BY H.I.S, INC. AND SUBSIDIARIES



     The Company is in a continuous process of communicating with its major
     customers  and  suppliers.  This contact is designed to  determine  systems
     compatibility  and  compliance.  The Company has been  assured by its major
     suppliers  that there will be no  disruption  in the  delivery of goods and
     services.  The Company  believes that adequate  resources are available for
     the supply of its raw  materials  and facility  related  equipment  will be
     operational.  

     The  Company  has  relied   entirely  on  internal   programming   and
     operational   resources   for  review  and   remediation   of  Y2K  issues.
     Accordingly,  no incremental  costs have been expended for such activities.
    
     At this time, the Company is not aware of any internal or external  systems
     related to the Y2K programming  issues which would prevent or significantly
     impair  the  Company  from  continuing  operations  after  the  turn of the
     century.  The Company continues to assess the risks associated with program
     failures  and will  develop a formal  contingency  plan  with its  business
     partners to address  specific  risks.  At this point,  no serious  risks of
     failure have been identified. 

     The  failure  to  correct  a  material  Y2K  problem  could  result  in  an
     interruption in normal business activity. The Company's plan is expected to
     significantly  reduce the risk associated with the Y2K issue.  However, due
     to the inherent  uncertainty of the Y2K issue and dependence on third-party
     compliance,  no assurance can be given that potential Y2K failures will not
     adversely  effect  the  Company's   operations,   liquidity  and  financial
     position.



                                       15
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                      CHIC BY H.I.S, INC. AND SUBSIDIARIES




        Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

                     (a)      Exhibits

                              None

                     (b)      Reports on Form 8-K

                              None




                                       16

<PAGE>







                                    SIGNATURE




        Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.






                                                    CHIC BY H.I.S, INC.



Dated:  March 16, 1999                       By: /s/ Daniel Rubin
                                                 --------------------------
                                                    Daniel Rubin
                                                    Chief Executive Officer





Dated:  March 16, 1999                       By: /s/ Christine A. Hadjigeorge 
                                                 ------------------------------
                                                     Christine A. Hadjigeorge
                                                     Chief Financial Officer




                                       17


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