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 May 8, 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
     -------------      ----------------------------            -----------
     June 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
                         May 8, 1999 and November 7, 1998 (audited)        3

                      Consolidated Statements of Operations
                         for the twenty-six weeks ended May 8,
                         1999 and May 2, 1998                              4

                      Consolidated Statements of Operations
                         for the thirteen weeks ended May 8,
                         1999 and May 2, 1998                              5

                      Consolidated Statements of Cash Flows
                         for the twenty-six weeks ended May 8,
                         1999 and May 2, 1998                              6

                      Consolidated Statements of Stockholders'
                         Equity for the twenty-six weeks ended
                         May 8, 1999 and May 2                             7

                      Notes to Consolidated Financial Statements          8-9

           Item 2:    Management's Discussion and Analysis of
                      Financial Condition and Results of Operations      10-14

Part II.   Other Information

           Item 5:    Special Note Regarding Forward-Looking Statements  15-17

           Item 6:    Exhibits and Reports on Form 8-K                     18


                      Signature Page                                       19



                                       -2-


<PAGE>



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

                           CONSOLIDATED BALANCE SHEETS


<TABLE>


                                                                                        May 8, 1999         Nov. 7, 1998
(In thousands)                                                                          (Unaudited)         (Audited)
-------------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>                 <C>

Assets
  Current:
      Cash and cash equivalents                                                         $  5,836            $  3,623
      Accounts receivable - net of reserve for possible losses                            33,218              27,242
      Inventories                                                                         70,855              74,167
      Deferred income taxes                                                                3,592               3,549
      Prepaid expenses and other current assets                                            6,962               2,974

-------------------------------------------------------------------------------------------------------------------------
           Total Current Assets                                                          120,463             111,555
-------------------------------------------------------------------------------------------------------------------------
  Property, Plant and Equipment, at cost less accumulated
     depreciation and amortization                                                        61,433              58,680
  Deferred tax asset                                                                       4,557               4,557
  Other Assets                                                                             2,361               2,283
-------------------------------------------------------------------------------------------------------------------------
                                                                                        $188,814            $177,075
-------------------------------------------------------------------------------------------------------------------------

Liabilities and Stockholders' Equity
  Current:
     Revolving bank loan                                                                $ 35,814            $ 21,381
     Foreign bank debt                                                                     8,785                  --
     Current maturities of long-term debt                                                  1,202               2,395
     Obligations under capital leases                                                        470                 613
     Accounts payable                                                                     11,521              12,466
     Accrued liabilities:
        Payroll, payroll taxes and commissions                                             6,936               5,759
        Income taxes                                                                       1,355               1,874
        Restructuring and special charges                                                  1,191               2,383
        Other                                                                              4,568               3,551
-------------------------------------------------------------------------------------------------------------------------
               Total current liabilities                                                  71,842              50,422
-------------------------------------------------------------------------------------------------------------------------
  Non-current:
     Long-term debt                                                                       44,285              44,850
     Pension liability                                                                    11,982              11,982
     Obligations under capital leases                                                        963               1,186
-------------------------------------------------------------------------------------------------------------------------
               Total non-current liabilities                                              57,230              58,018
-------------------------------------------------------------------------------------------------------------------------
Minority interest                                                                          7,013               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)                                                            (40,449)            (34,249)
  Foreign currency translation adjustment                                                 (1,242)               (671)
  Excess of additional pension liability over intangible pension asset                   (11,982)            (11,982)
-------------------------------------------------------------------------------------------------------------------------
           Stockholders' Equity                                                           52,729              59,471
-------------------------------------------------------------------------------------------------------------------------
                                                                                       $ 188,814           $ 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>



                                                                             Twenty-six weeks          Twenty-six weeks
                                                                                ended May 8,             ended May 2,
(In Thousands, except share and per share amounts)                                1999                    1998
-------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                       <C>


Net sales                                                                        121,239                  133,072
Cost of goods sold                                                                92,267                  101,729
-------------------------------------------------------------------------------------------------------------------------
     Gross profit                                                                 28,972                   31,343
Licensing revenues                                                                 1,416                    1,261
-------------------------------------------------------------------------------------------------------------------------
                                                                                  30,388                   32,604
Selling, general and administrative expenses                                      30,810                   29,147
Restructuring and special charges                                                     --                   24,125
-------------------------------------------------------------------------------------------------------------------------
     Operating loss                                                                 (422)                 (20,668)
Interest and finance costs                                                        (3,464)                  (1,987)
Other expense, net                                                                    --                   (1,104)
-------------------------------------------------------------------------------------------------------------------------
     Loss before provision for income taxes, minority
        interest and extraordinary item                                           (3,886)                 (23,759)
Benefit (provision) for income taxes                                              (1,536)                   3,270
-------------------------------------------------------------------------------------------------------------------------
     Loss before minority interest and extraordinary item                         (5,422)                 (20,489)
Minority interest                                                                   (778)                  (1,198)
-------------------------------------------------------------------------------------------------------------------------
Net loss                                                                          (6,200)                 (21,687)
-------------------------------------------------------------------------------------------------------------------------

Net loss per common share:
     Basic                                                                    ($      .63)             ($    2.18)
     Diluted                                                                  ($      .63)             ($    2.18)

Weighted average number of common shares and share equivalents
outstanding
     Basic                                                                      9,870,793               9,928,393
     Diluted                                                                    9,870,793               9,928,393
-------------------------------------------------------------------------------------------------------------------------

</TABLE>


                 See notes to consolidated financial statements

                                       -4-

<PAGE>


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


                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>


                                                                                   Thirteen weeks        Thirteen weeks
                                                                                   ended May 8,          ended May 2,
(In Thousands, except share and per share amounts)                                    1999                  1998
-------------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>                   <C>

Net sales                                                                              70,011              68,828
Cost of goods sold                                                                     55,410              54,049
-------------------------------------------------------------------------------------------------------------------------
     Gross profit                                                                      14,601              14,779
Licensing revenues                                                                        779                 664
-------------------------------------------------------------------------------------------------------------------------
                                                                                       15,380              15,443
Selling, general and administrative expenses                                           17,269              17,240
Restructuring and special charges                                                          --              24,125
-------------------------------------------------------------------------------------------------------------------------
     Operating loss                                                                    (1,889)            (25,922)
Interest and finance costs                                                             (1,947)             (1,104)
Other expense, net                                                                         --              (1,104)
-------------------------------------------------------------------------------------------------------------------------
 Loss before provision for income taxes, minority interest and
      extraordinary item                                                               (3,836)            (28,130)
Benefit (provision) for income taxes                                                     (336)              5,202
-------------------------------------------------------------------------------------------------------------------------
      Loss before minority interest and extraordinary item                             (4,172)            (22,928)
Minority interest                                                                        (141)               (275)
Net loss                                                                               (4,313)            (23,203)
-------------------------------------------------------------------------------------------------------------------------

Net loss per common share:
     Basic                                                                         ($     .44)         ($    2.34)
     Diluted                                                                       ($     .44)         ($    2.34)

Weighted average number of common shares and share equivalents
outstanding
     Basic                                                                          9,870,793           9,928,393
     Diluted                                                                        9,870,793           9,928,393
-------------------------------------------------------------------------------------------------------------------------
</TABLE>



                 See notes to consolidated financial statements

                                       -5-

<PAGE>


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


                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>


                                                                                    Twenty-six weeks ended
-------------------------------------------------------------------------------------------------------------------------

                                                                                    May 8, 1999            May 2, 1998
-------------------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>                    <C>


Cash flows from operating activities:
Net loss                                                                            $ (6,200)              $ (21,687)
-------------------------------------------------------------------------------------------------------------------------
Adjustments to reconcile net loss to net cash used in operating activities:
     Minority interest                                                                   778                   1,198
     Non-cash restructuring and special charges                                            -                  13,680
     Gain on sale of property and equipment                                                -                  (1,838)
     Depreciation and amortization                                                     2,069                   2,448
     Deferred income taxes                                                               (43)                 (5,548)
Decrease (increase) in:
     Accounts receivable                                                              (5,976)                   (949)
     Inventories                                                                       3,312                    (825)
     Prepaid expenses and other current assets                                        (3,988)                 (2,626)
     Other assets                                                                        (78)                   (670)
Increase (decrease) in:
     Accounts payable                                                                   (945)                  1,937
     Accrued liabilities                                                                 483                   3,604
-------------------------------------------------------------------------------------------------------------------------
          Total adjustments                                                           (4,388)                 10,411
-------------------------------------------------------------------------------------------------------------------------
          Net cash used in operating activities                                      (10,588)                (11,276)
-------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
     Purchase of property, plant and equipment                                        (4,460)                 (5,101)
     Proceeds from the sale of fixed assets                                                -                   3,042
-------------------------------------------------------------------------------------------------------------------------
          Net cash used in investing activities                                       (4,460)                 (2,059)
-------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
     Increase in loans under revolving line of credit                                 14,433                  12,700
     Increase in foreign bank debt                                                     8,785                   1,296
     Repayment of long-term debt                                                      (1,585)                    (83)
     Principal payments under capitalized lease obligations                             (367)                   (447)
     Retirement of capitalized lease obligation                                            -                    (175)
     Proceeds from the issuance of common stock                                            -                     960
     Proceeds from short swing profits                                                    29                     119
     Dividend payment - shareholder rights redemption                                      -                     (99)
     Dividend payment - minority interest                                             (1,955)                 (2,310)
-------------------------------------------------------------------------------------------------------------------------
          Net cash provided by financing activities                                   19,340                  11,961
-------------------------------------------------------------------------------------------------------------------------
          Increase (decrease) in cash and cash equivalents                             4,292                  (1,374)
-------------------------------------------------------------------------------------------------------------------------

Effect of exchange rates on cash                                                      (2,079)                   (807)
Cash and cash equivalents, beginning of period                                         3,623                   7,395
Cash and cash equivalents, end of period                                            $  5,836                 $ 5,214
-------------------------------------------------------------------------------------------------------------------------

</TABLE>


                 See notes to consolidated financial statements.

                                       -6-

<PAGE>


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


<TABLE>


                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                   (Unaudited)

                                                                                                                       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 (loss):
     Net loss                                (21,687)         -              -         (21,687)              -                  -
     Foreign currency
       translation adjustment                   (899)         -              -                -          (899)                  -
------------------------------------------------------------------------------------------------------------------------------------
Total comprehensive income                   (22,586)         -              -         (21,687)          (899)                  -
(loss)
------------------------------------------------------------------------------------------------------------------------------------
Stock options exercised                          960          -            960                -              -                  -
------------------------------------------------------------------------------------------------------------------------------------
Short-swing Section 16(b)                        118          -            118                -              -                  -
profits
------------------------------------------------------------------------------------------------------------------------------------
Dividends                                        (99)         -            (99)               -               -                 -
------------------------------------------------------------------------------------------------------------------------------------
Balance, January 31, 1998                   $ 67,461      $  99      $ 106,569       ($ 27,986)         ($ 567)        ($ 10,654)
------------------------------------------------------------------------------------------------------------------------------------

Balance, November 7, 1998                   $ 59,471      $  98      $ 106,275       ($ 34,249)         ($ 671)        ($ 11,982)
------------------------------------------------------------------------------------------------------------------------------------
Comprehensive income (loss):
     Net loss                                 (6,200)         -              -          (6,200)               -                 -
     Foreign currency
       translation adjustment                   (571)         -              -                -           (571)                 -
------------------------------------------------------------------------------------------------------------------------------------
Total comprehensive income                    (6,771)         -              -          (6,200)           (571)                 -
(loss)
------------------------------------------------------------------------------------------------------------------------------------
    Short-swing Section 16(b)                     29          -             29                -               -                 -
profits
------------------------------------------------------------------------------------------------------------------------------------
Balance, February 6, 1999                   $ 52,729      $  98      $ 106,304       $ (40,449)       $( 1,242)        $ (11,982)
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>



                 See notes to consolidated financial statements.

                                      -7-

<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)               May 8, 1999             November 7, 1998

Raw Materials                 $  8,853                  $  9,159
Work-in-process                 15,914                    12,966
Finished Goods                  46,088                    52,042

                              $ 70,855                  $ 74,167


3. Asset Purchase Agreement

In January 1999, the Company  purchased  certain  assets,  including  inventory,
tradenames  and sales  orders,  of Stuffed  Shirt,  Inc. 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


                                      -8-


<PAGE>


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


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.

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.



                                      -9-


<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>



------------------------------------------------------------------------------------------------------------------------------------
                                                                     Twenty-six Weeks Ended             Thirteen Weeks Ended
------------------------------------------------------------------------------------------------------------------------------------

                                                                     May 8, 1999       May 2, 1998      May 8, 1999     May 2, 1998
<S>                                                                  <C>               <C>              <C>             <C>

------------------------------------------------------------------------------------------------------------------------------------
Net sales
   United States                                                           58.0%             61.5%            63.1%           59.4%
   Europe                                                                  42.0              38.5             36.9            40.6
------------------------------------------------------------------------------------------------------------------------------------

   Consolidated                                                           100.0             100.0            100.0           100.0

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

Gross margin
   United States                                                           10.8              11.9              9.9             8.1
   Europe                                                                  42.1              42.1             39.5            41.1
------------------------------------------------------------------------------------------------------------------------------------

   Consolidated                                                            23.9              23.5             20.9            21.5
------------------------------------------------------------------------------------------------------------------------------------

Licensing revenues                                                          1.2               1.0              1.1             1.0
------------------------------------------------------------------------------------------------------------------------------------

Selling, general and administrative expenses                               25.4              21.9             24.7            25.1
------------------------------------------------------------------------------------------------------------------------------------

Restructuring and special charges                                             -              18.1                -            35.1
------------------------------------------------------------------------------------------------------------------------------------

Operating loss                                                             (.3)            (15.5)            (2.7)           (37.7)
------------------------------------------------------------------------------------------------------------------------------------

Interest and finance costs                                                (2.9)             (1.5)            (2.8)            (1.6)
------------------------------------------------------------------------------------------------------------------------------------

Other expense                                                                 -              (.8)                -            (1.6)
------------------------------------------------------------------------------------------------------------------------------------

Loss before provision for income taxes, minority interest and             (3.2)            (17.8)            (5.5)           (40.9)
extraordinary item
------------------------------------------------------------------------------------------------------------------------------------

Benefit (provision) for income taxes                                      (1.3)               2.4             (.5)             7.6
------------------------------------------------------------------------------------------------------------------------------------

Minority interest                                                          (.6)              (.9)             (.2)             (.4)
------------------------------------------------------------------------------------------------------------------------------------

Net loss                                                                 (5.1)%           (16.3)%           (6.2)%          (33.7)%
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>



                                      -10-


<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  twenty-six  and thirteen  weeks ended May 8,
1999 and May 2, 1998 and its liquidity and capital resources.

Twenty-six  Weeks ended May 8, 1999  Compared to  Twenty-six  Weeks ended May 2,
1998

          Net  Sales.  Net  sales  for the  twenty-six  weeks  ended May 8, 1999
decreased $11.8 million,  or 8.9%, from $133.1 million for the twenty-six  weeks
ended  May  2,  1998  to  $121.2  million.  United  States  sales  decreased  by
$11.5 million, or 14.1%,  to $70.3  million  primarily due to a decrease in unit
sales  volume.  As of May 8, 1999,  the Company had a total backlog of confirmed
domestic purchase orders of $67.0 million, a decrease of 24.8% compared to $89.1
million as of May 2, 1998. In the twenty-six  weeks ended May 8, 1999,  European
sales decreased by 3.3 million deutsche marks, or 3.6%, to 88.8 million deutsche
marks. When converted into U.S. currency using the prevailing  currency exchange
rate, the European sales  translated into a decrease of $.3 million,  or .6%, to
$50.9 million for the twenty-six weeks ended May 8, 1999. As of May 8, 1999, the
Company  had a total  backlog  of  confirmed  European  purchase  orders of 68.7
million  deutsche  marks, a decrease of 16.7% compared to 82.5 million  deutsche
marks as of May 2, 1998.  The confirmed  European  backlog,  when converted into
U.S. currency at the then prevailing  currency exchange rate, was $37.8 million,
a decrease of 17.8% compared to $46.0 million on May 2, 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 twenty-six weeks ended May 8, 1999
decreased  $2.4 million,  or 7.6%,  from $31.3 million in the  twenty-six  weeks
ended May 2, 1998 to $29.0 million,  while gross margin  increased from 23.5% to
23.9%.  United States gross profit  decreased $2.2 million from $9.8 million for
the  twenty-six  weeks ended May 2, 1998 to $7.6  million,  while  gross  margin
decreased from 11.9% to 10.8%.  The decrease in gross profit and as a percentage
of net sales in the  United  States was  primarily  due to the  decrease  in the
average unit selling  price due to product mix and the  increased use of outside
contractors.  European gross profit decreased $.2 million from $21.6 million for
the  twenty-six  weeks ended May 2, 1998 to $21.4  million,  while gross  margin
remained relatively flat at 42.1% compared to the prior year period.

          Licensing  Revenues.  Licensing revenues increased $.1 million for the
twenty-six weeks ended May 8, 1999 to $1.4 million  primarily due to an increase
in European licensing revenues of $.3 million.

          SG&A Expenses.  Selling, general and administrative expenses increased
$1.7 million,  or 5.7%, to $30.8 million for the  twenty-six  weeks ended May 8,
1999 primarily due to increased  European  selling and  administrative  expenses
related  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.

          Restructuring  and Special Charges.  In the twenty-six weeks ended May
2, 1998,  the Company  announced its  intention to continue to close  additional
manufacturing  facilities in the United  States.  In connection  therewith,  the
Company recorded  restructuring and special charges of $24.1 million  consisting
of a write-down in the value of related property and equipment, the write-off of
operating inefficiencies incurred during the shut-down period and the accrual of
estimated costs of disposition.  The plant closings  resulted in the termination
of approximately 1,300 employees. In addition, the downsizing associated with

                                      -11-



<PAGE>


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


such plant  closings may affect the  accounting,  disclosure  and funding of the
Company's pension benefit obligation.

          Operating  Loss.  The  operating loss for the  twenty-six weeks  ended
May 8, 1999  decreased  $20.2 million from an operating loss of $20.7 million in
the  twenty-six  weeks ended May 2, 1998 to $.4  million,  primarily  due to the
restructuring and special charges recorded in the prior year period,  which were
partially  offset by the  decrease in sales and gross profit and the increase in
operating expenses.

          Interest and  Finance  Costs.  Interest  and  finance  costs increased
$1.5 million or 74.4%,  from $2.0 million for the twenty-six  weeks ended May 2,
1998 to $3.5 million for the twenty-six weeks ended May 8, 1999. 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 twenty-six weeks
ended May 8, 1999 was $1.5 million as compared to a recovery of $3.3 million for
the  twenty-six  weeks ended May 2, 1998.  The increase in the  provision is the
result of the increase in the valuation  allowance against the domestic deferred
tax asset to the extent its future  realization  is uncertain.  The deferred tax
benefit  attributable  to the  restructuring  charge  recorded in the twenty-six
weeks ended May 2, 1998 was reduced by approximately  $4.5 million to the extent
its future realization is uncertain.

Thirteen  Weeks  ended May 8, 1999  (the  "1999  Second  Quarter")  Compared  to
Thirteen Weeks ended May 2, 1998 (the "1998 Second Quarter")

          Net  Sales.  Net  sales for the 1999  Second  Quarter  increased  $1.2
million,  or 1.7%,  from  $68.8  million  for the 1998  Second  Quarter to $70.0
million.  In the 1999 Second  Quarter,  United  States  sales  increased by $3.3
million,  or 8.0%, to $44.2  million  primarily due to an increase in unit sales
volume.  In the 1999 Second  Quarter,  European  sales  decreased by 4.1 million
deutsche  marks, or 8.1%, to 46.6 million  deutsche  marks.  When converted into
U.S.  currency using the prevailing  currency  exchange rate, the European sales
translated  into a decrease of $2.1  million,  or 7.5%, to $25.8 million for the
1999 Second Quarter.

          Gross Profit.  Gross  profit  for  the 1999  Second Quarter  decreased
$.2 million,  or 1.2%,  from $14.8  million in the 1998 Second  Quarter to $14.6
million,  while gross margin decreased from 21.5% to 20.9%.  United States gross
profit  increased  $1.1 million from $3.3 million for the 1998 Second Quarter to
$4.4  million.  The increase in gross profit and as a percentage of net sales in
the United States was  primarily  due to the increase in sales volume.  European
gross  profit  decreased  $1.3  million  from $11.5  million for the 1998 Second
Quarter to $10.2  million,  while gross margin  decreased from 41.1% in the 1998
Second Quarter to 39.5% primarily due to product mix.

          Licensing  Revenues.  Licensing revenues increased $.1 million for the
1999  Second  Quarter to $.8  million  primarily  due to an increase in European
licensing revenues of $.3 million.

          SG&A Expenses.  Selling,  general and administrative expenses remained
relatively flat for the 1999 Second Quarter compared to the prior year period.

          Restructuring  and Special  Charges.  In the 1998 Second Quarter,  the
Company  announced its intention to continue to close  additional  manufacturing
facilities in the United States.  In connection therewith,

                                      -12-


<PAGE>


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


the  Company  recorded  restructuring  and  special  charges  of  $24.1  million
consisting of a write-down in the value of related  property and equipment,  the
write-off of operating  inefficiencies  incurred  during the shutdown period and
the accrual of estimated  costs of disposition.  The plant closings  resulted in
the termination of approximately  1,300 employees.  In addition,  the downsizing
associated  with such plant closings may affect the  accounting,  disclosure and
funding of the Company's pension benefit obligation.

          Operating  Loss.  The  operating  loss  for the  1999  Second  Quarter
decreased  $24.0 million from $25.9  million in the 1998 Second  Quarter to $1.9
million,  primarily due to the restructuring and special charges recorded in the
prior year period.

          Interest and Finance Costs.  Interest and finance costs  increased $.8
million or 76.3%,  from $1.1 million for the 1998 Second Quarter to $1.9 for the
1999 Second Quarter. The increase in interest cost was due to higher outstanding
borrowings for the period at higher average interest rates for the period.

          Income  Taxes.  The  provision  for income  taxes for the 1999  Second
Quarter was $.3  million as compared to a recovery of $5.2  million for the 1998
Second  Quarter.  The increase in the provision is the result of the increase in
the valuation  allowance  against the domestic  deferred tax asset to the extent
its future  realization is uncertain.  The deferred tax benefit  attributable to
the  restructuring  charge  recorded in the 1998  Second  Quarter was reduced by
approximately $4.5 million to the extent its future 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  twenty-six  weeks ended May 8, 1999, net cash of $10.6 million
was used in  operations,  as compared to $11.3 million in the  twenty-six  weeks
ended May 2, 1998. The net cash used in operations was primarily attributable to
the net loss for the period, the increase accounts receivables and other current
assets, which was partially offset by the decrease in inventory.  The changes in
accounts  receivable and inventories are primarily  attributable to the increase
and timing of sales in the period, as well as inventory purchasing controls. The
latter  was offset by the  increase  in  inventory  levels  attributable  to the
purchase of inventory from Stuffed Shirt, Inc.

          Net cash of $4.5  million  was  used in  investing  activities  in the
twenty-six  weeks  ended  May 8,  1999,  as  compared  to  $2.0  million  in the
twenty-six  weeks  ended May 2,  1998.  Cash used in  investing  activities  was
primarily  attributable to the construction of manufacturing  facilities and the
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.

          As of May 8, 1999,  the  Company  had a $60  million  domestic  credit
agreement  providing a $40 million revolving line of credit and $20 million term
loan,  with seasonal  increases in the revolving  line of credit to  $43,000,000
from February  through June and to  $48,000,000  from July through  September of
each year. As of May 8, 1999, $55.8 million was outstanding against the domestic
credit agreement. In addition, the Company had $24.3 million of IRBs outstanding
at May 8, 1999. The Company also has foreign financing agreements with two banks
providing term loans aggregating 2.2 million deutsche marks

                                      -13-


<PAGE>


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


(approximately $1.2 million,  based on the May 8, 1999 foreign currency exchange
rate) and lines of credit  aggregating 58 million deutsche marks  (approximately
$31.9  million,  based  on the May 8,  1999  foreign  currency  exchange  rate).
Approximately  $8.8 million was outstanding  against the foreign lines of credit
as of May 8, 1999.

          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.


                                      -14-


<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.

     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


                                      -15-


<PAGE>


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


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  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 May 8, 1999,  the
Company  had  an  aggregate  of  approximately  $91.5  million  of  indebtedness
(including capital leases)  outstanding and the Company's  stockholders'  equity
was  approximately  $52.7  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.
As of May 8, 1999, the  Company was not in  compliance with certain covenants of
its domestsic credit agreement for which waivers have been obtained.

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  incorporating  the 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.

     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.


                                      -16-


<PAGE>


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


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.



                                      -17-


<PAGE>


                      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






                                      -18-


<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 thereunto duly authorized.










                                              CHIC BY H.I.S, INC.



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




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




                                      -19-