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 August 7, 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
------------------      ----------------------------        -----------
September 10, 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
                       August 7, 1999 and November 7, 1998 (audited)       3

                    Consolidated Statements of Operations
                       for the thirty-nine weeks ended August 7,
                       1999 and August 1, 1998                             4

                    Consolidated Statements of Operations
                       for the thirteen weeks ended August 7,
                       1999 and August 1, 1998                             5

                    Consolidated Statements of Cash Flows
                       for the thirty-nine weeks ended August 7,
                       1999 and August 1, 1998                             6

                    Consolidated Statements of Stockholders'
                       Equity for the thirty-nine weeks ended
                       August 7, 1999 and August 1, 1998                   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>
<CAPTION>
                                                                                     August 7, 1999          Nov. 7, 1998
(In thousands)                                                                        (Unaudited)             (Audited)
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>                    <C>
Assets
    Current:
          Cash and cash equivalents                                                      $ 2,421                $ 3,623
          Accounts receivable - net of reserve for possible losses                        32,324                 27,242
          Inventories                                                                     72,153                 74,167
          Deferred income taxes                                                            3,592                  3,549
          Prepaid expenses and other current assets                                        9,202                  2,974
--------------------------------------------------------------------------------------------------------------------------------
                Total Current Assets                                                     119,692                111,555
--------------------------------------------------------------------------------------------------------------------------------
     Property, Plant and Equipment, at cost less accumulated
          depreciation and amortization                                                   60,644                 58,680
     Deferred income taxes                                                                 4,557                  4,557
     Other Assets                                                                          2,596                  2,283
--------------------------------------------------------------------------------------------------------------------------------
                                                                                       $ 187,489              $ 177,075
--------------------------------------------------------------------------------------------------------------------------------

Liabilities and Stockholders' Equity
     Current:
           Revolving bank loan                                                          $ 30,506               $ 21,381
           Foreign bank debt                                                               9,384                      -
           Current maturities of long-term debt                                            1,211                  2,395
           Obligations under capital leases                                                  428                    613
           Accounts payable                                                               20,250                 12,466
           Accrued liabilities:
                Payroll, payroll taxes and commissions                                     5,866                  5,759
                Income taxes                                                               1,950                  1,874
               Restructuring and special charges                                             592                  2,383
               Other                                                                       2,590                  3,551
--------------------------------------------------------------------------------------------------------------------------------
                      Total current liabilities                                           72,777                 50,422
--------------------------------------------------------------------------------------------------------------------------------
      Non-current:
           Long-term debt                                                                 43,385                 44,850
           Pension liability                                                              11,982                 11,982
           Obligations under capital leases                                                  870                  1,186
--------------------------------------------------------------------------------------------------------------------------------
                      Total non-current liabilities                                       56,237                 58,018
--------------------------------------------------------------------------------------------------------------------------------
Minority interest                                                                          7,430                  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)                                                        (42,317)               (34,249)
     Foreign currency translation adjustment                                             (1,058)                  (671)
     Excess of additional pension liability over intangible pension asset               (11,982)               (11,982)
--------------------------------------------------------------------------------------------------------------------------------
                     Stockholders' Equity                                                 51,045                 59,471
--------------------------------------------------------------------------------------------------------------------------------
                                                                                       $ 187,489              $ 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>
                                                                               Thirty-nine weeks      Thirty-nine weeks
                                                                                 ended August 7,        ended August 1,
(In Thousands, except share and per share amounts)                                     1999                   1998
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>                    <C>
Net sales                                                                                173,537                192,968
Cost of goods sold                                                                       132,950                147,484
--------------------------------------------------------------------------------------------------------------------------------
     Gross profit                                                                         40,587                 45,484
Licensing revenues                                                                         1,822                  2,327
--------------------------------------------------------------------------------------------------------------------------------
                                                                                          42,409                 47,811
Selling, general and administrative expenses                                              41,838                 44,206
Restructuring and special charges                                                              -                 24,125
--------------------------------------------------------------------------------------------------------------------------------
     Operating income (loss)                                                                 571                (20,520)
Interest and finance costs                                                                (5,298)                (3,232)
Other expense, net                                                                             -                 (1,104)
--------------------------------------------------------------------------------------------------------------------------------
     Loss before benefit (provision) for income taxes and
        minority interest                                                                 (4,727)               (24,856)
Benefit (provision) for income taxes                                                      (2,220)                 3,409
--------------------------------------------------------------------------------------------------------------------------------
     Loss before minority interest                                                        (6,947)               (21,447)
Minority interest                                                                         (1,121)                (1,611)
--------------------------------------------------------------------------------------------------------------------------------
Net loss                                                                                  (8,068)               (23,058)
--------------------------------------------------------------------------------------------------------------------------------

Net loss per common share:
     Basic                                                                                ($ .82)               ($ 2.30)
     Diluted                                                                              ($ .82)               ($ 2.30)

Weighted average number of common shares and share equivalents outstanding
     Basic                                                                             9,870,793             10,030,543
     Diluted                                                                           9,870,793             10,030,543
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                See notes to consolidated financial statements.              -4-
<PAGE>


                      CHIC BY H.I.S, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                  Thirteen weeks         Thirteen weeks
                                                                                  ended August 7,        ended August 1,
(In Thousands, except share and per share amounts)                                     1999                   1998
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                       <C>                    <C>
Net sales                                                                                 52,298                 59,896
Cost of goods sold                                                                        40,683                 45,755
--------------------------------------------------------------------------------------------------------------------------------
     Gross profit                                                                         11,615                 14,141
Licensing revenues                                                                           406                  1,066
--------------------------------------------------------------------------------------------------------------------------------
                                                                                          12,021                 15,207
Selling, general and administrative expenses                                              11,028                 15,059
--------------------------------------------------------------------------------------------------------------------------------
     Operating income                                                                        993                    148
Interest and finance costs                                                                (1,834)                (1,245)
--------------------------------------------------------------------------------------------------------------------------------
Loss before benefit (provision) for income taxes and
      minority interest                                                                     (841)                (1,097)
Benefit (provision) for income taxes                                                        (684)                   139
--------------------------------------------------------------------------------------------------------------------------------
      Loss before minority interest                                                       (1,525)                  (958)
Minority interest                                                                            342                    413
--------------------------------------------------------------------------------------------------------------------------------
Net loss                                                                                 ($1,867)               ($1,371)
--------------------------------------------------------------------------------------------------------------------------------

Net loss per common share:
     Basic                                                                                ($ .19)                ($ .14)
     Diluted                                                                              ($ .19)                ($ .14)

Weighted average number of common shares and share equivalents outstanding
     Basic                                                                             9,870,793             10,030,543
     Diluted                                                                           9,870,793             10,030,543
--------------------------------------------------------------------------------------------------------------------------------

</TABLE>

                See notes to consolidated financial statements.              -5-
<PAGE>


                      CHIC BY H.I.S, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                      Thirty-nine weeks ended
--------------------------------------------------------------------------------------------------------------------------------

(In Thousands)                                                                      August 7, 1999    August 1, 1998
--------------------------------------------------------------------------------------------------------------------------------

<S>                                                                                       <C>              <C>
Cash flows from operating activities:
Net loss                                                                                  $  (8,068)        $ (23,058)
--------------------------------------------------------------------------------------------------------------------------------
Adjustments to reconcile net loss to net cash used in operating activities:
     Minority interest                                                                        1,121             1,611
     Non-cash restructuring and special charges                                                   -            13,680
     Gain on sale of property and equipment                                                       -            (1,912)
     Depreciation and amortization                                                            2,978             3,436
     Deferred income taxes                                                                      (43)           (6,488)
Decrease (increase) in:
     Accounts receivable                                                                     (5,082)             (405)
     Inventories                                                                              2,014            (7,798)
     Prepaid expenses and other current assets                                               (6,228)           (3,005)
     Other assets                                                                              (313)               79
Increase (decrease) in:
     Accounts payable                                                                         7,784            (3,932)
     Accrued liabilities                                                                     (2,569)            1,248
--------------------------------------------------------------------------------------------------------------------------------
          Total adjustments                                                                    (338)           (3,486)
--------------------------------------------------------------------------------------------------------------------------------
          Net cash used in operating activities                                              (8,406)          (26,544)
--------------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
 Purchase of property, plant and equipment                                                   (4,397)           (7,060)
 Proceeds from the sale of fixed assets                                                           -             3,187
--------------------------------------------------------------------------------------------------------------------------------
          Net cash used in investing activities                                              (4,397)           (3,873)
--------------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Increase in loans under revolving line of credit                                              9,125            23,200
Increase in foreign bank debt                                                                 9,384             6,926
Repayment of long-term debt                                                                  (2,360)              (83)
Principal payments under capitalized lease obligations                                         (502)             (683)
Retirement of capitalized lease obligation                                                        -              (175)
Proceeds from the issuance of common stock                                                        -             1,553
Proceeds from short swing profits                                                                29               118
Dividend payment - shareholder rights redemption                                                  -               (99)
Dividend payment - minority interest                                                         (1,955)           (2,310)
--------------------------------------------------------------------------------------------------------------------------------
          Net cash provided by financing activities                                          13,721            28,447
--------------------------------------------------------------------------------------------------------------------------------
          Increase (decrease) in cash and cash equivalents                                      918            (1,970)
--------------------------------------------------------------------------------------------------------------------------------
Effect of exchange rates on cash                                                             (2,120)             (829)
Cash and cash equivalents, beginning of period                                                3,623             7,395
Cash and cash equivalents, end of period                                                     $2,421            $4,596
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                See notes to consolidated financial statements.              -6-
<PAGE>


                      CHIC BY H.I.S, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                                                      Excess of
                                                                                                      Foreign         additional
                                                                                       Retained      currency     pension liability
                                                              Common     Paid-in       earnings     translation    over intangible
(In Thousands)                                Total            stock     capital      (deficit)     adjustment      pension asset
------------------------------------------------------------------------------------------------------------------------------------
<S>               <C>                          <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                                   (23,058)            -             -       (23,058)             -                  -
     Foreign currency translation
        adjustment                               (1,158)            -             -             -         (1,158)                 -
------------------------------------------------------------------------------------------------------------------------------------
Total comprehensive income                      (24,216)            -             -       (23,058)        (1,158)                 -
(loss)
------------------------------------------------------------------------------------------------------------------------------------
Stock options exercised                           1,553             1         1,552             -              -                  -
------------------------------------------------------------------------------------------------------------------------------------
Short-swing Section 16(b) profits                   118             -           118             -              -                  -
------------------------------------------------------------------------------------------------------------------------------------
Dividends                                          (99)             -          (99)             -              -                  -
------------------------------------------------------------------------------------------------------------------------------------
Balance, August 1, 1998                        $ 66,424         $ 100     $ 107,161     ($ 29,357)        ($ 826)         ($ 10,654)
------------------------------------------------------------------------------------------------------------------------------------

Balance, November 7, 1998                      $ 59,471         $  98     $ 106,275     ($ 34,249)        ($ 671)         ($ 11,982)
------------------------------------------------------------------------------------------------------------------------------------
Comprehensive income loss:
     Net loss                                    (8,068)            -             -        (8,068)             -                  -
     Foreign currency translation
        adjustment                                 (387)            -             -             -           (387)                 -
------------------------------------------------------------------------------------------------------------------------------------
Total comprehensive income                       (8,455)            -             -        (8,068)          (387)                 -
(loss)
------------------------------------------------------------------------------------------------------------------------------------
Short-swing Section 16(b) profits                    29             -            29             -              -                   -
------------------------------------------------------------------------------------------------------------------------------------
Balance, August 7, 1999                        $ 51,045          $ 98     $ 106,304     $ (42,317)      $ (1,058)         $ (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)                August 7, 1999             November 7, 1998
--------------------------------------------------------------------------------

Raw Materials                    $ 9,487                     $  9,159
Work-in-process                   17,576                       12,966
Finished Goods                    45,090                       52,042
--------------------------------------------------------------------------------

                                $ 72,153                     $ 74,167
--------------------------------------------------------------------------------


3.   Asset Purchase Agreements

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.

In August 1999,  the Company  purchased  certain  assets,  including  inventory,
tradenames, sales orders and equipment, of Sierra Pacific Apparel Company, Inc.,
for $5.1  million.  The purchase  price of the inventory of  approximately  $4.1
million  is  payable  out  of  the  proceeds  of the  sale  of the  merchandise.
Approximately  $.5  million was  payable at  closing,  with the balance  payable
through capitalized lease financing.

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.

                                                                             -8-
<PAGE>

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

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.

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>

<S>                                                                                <C>          <C>         <C>          <C>
                                                                              Thirty-nine Weeks Ended   Thirteen Weeks Ended

                                                                               August 7,    August 1,   August 7,    August 1,
                                                                                 1999         1998        1999         1998

     Net sales
        United States                                                              59.1%        61.9%       61.7%        62.8%
        Europe                                                                     40.9         38.1        38.3         37.2

        Consolidated                                                              100.0        100.0       100.0        100.0

     Gross margin
        United States                                                              10.5         12.2        10.0         12.8
        Europe                                                                     42.0         42.0        41.9         41.8

        Consolidated                                                               23.4         23.6        21.5         21.5

     Licensing revenues                                                             1.0          1.2          .8          1.8

     Selling, general and administrative expenses                                  24.1         22.9        21.1         25.1

     Restructuring and special charges                                                -         12.5           -            -

     Operating income (loss)                                                         .3        (10.6)        1.9           .3

     Interest and finance costs                                                    (3.0)        (1.7)       (3.5)        (2.1)

     Other expense                                                                     -         (.6)           -            -

     Loss before benefit (provision) for income taxes and                          (2.7)       (12.9)       (1.6)        (1.8)
     minority interest

     Benefit (provision) for income taxes                                          (1.3)          1.8       (1.3)           .2

     Minority interest                                                              (.6)         (.6)        (.7)         (.7)

     Net loss                                                                      (4.6)%      (11.9)%      (3.6)%       (2.3)%
</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 thirty-nine and thirteen weeks ended August 7,
1999 and August 1, 1998 and its liquidity and capital resources.

Thirty-nine  Weeks  ended  August 7, 1999  Compared to  Thirty-nine  Weeks ended
August 1, 1998

          Net Sales.  Net sales for the  thirty-nine  weeks ended August 7, 1999
decreased $19.4 million, or 10.1%, from $193.0 million for the thirty-nine weeks
ended August 1, 1998 to $173.5  million.  United States sales decreased by $16.9
million,  or 14.1%, to $102.6 million  primarily due to a decrease in unit sales
volume  resulting from the weakness in the retail denim market.  As of August 7,
1999, the Company had a total backlog of confirmed  domestic  purchase orders of
$55.5  million,  a decrease of 9.7%  compared  to $61.5  million as of August 1,
1998. In the thirty-nine weeks ended August 7, 1999, European sales decreased by
5.4 million  deutsche  marks,  or 4.1%, to 126.6 million  deutsche  marks.  When
converted into U.S.  currency using the prevailing  currency  exchange rate, the
European  sales  translated  into a decrease of $2.6 million,  or 3.5%, to $71.0
million for the  thirty-nine  weeks ended August 7, 1999.  As of August 7, 1999,
the Company had a total backlog of confirmed  European  purchase  orders of 48.1
million  deutsche  marks, a decrease of 23.7% compared to 63.0 million  deutsche
marks as of August 1, 1998. The confirmed European backlog,  when converted into
U.S. currency at the then prevailing  currency exchange rate, was $26.5 million,
a decrease of 24.6% compared to $35.1 million on August 1, 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 thirty-nine  weeks ended August 7,
1999 decreased  $4.9 million,  or 10.8%,  from $45.5 million in the  thirty-nine
weeks ended August 1, 1998 to $40.6 million,  while gross margin  decreased from
23.6% to 23.4%.  United  States gross profit  decreased  $3.8 million from $14.6
million for the thirty-nine  weeks ended August 1, 1998 to $10.8 million,  while
gross margin  decreased from 12.2% to 10.5%. The decrease in gross profit and as
a percentage of net sales in the United States was primarily due to the decrease
in sales  and in the  average  unit  selling  price due to  product  mix and the
increased  use of outside  contractors.  European  gross profit  decreased  $1.1
million  from $30.9  million for the  thirty-nine  weeks ended August 1, 1998 to
$29.8 million,  while gross margin remained relatively flat at 42.0% compared to
the prior year period.

          Licensing  Revenues.  Licensing revenues decreased $.5 million for the
thirty-nine  weeks  ended  August 7,  1999 to $1.8  million  primarily  due to a
decrease in  domestic  licensing  revenue of $.9  million,  which was  partially
offset by an  increase  in  European  licensing  revenues  of $.4  million.  The
decrease in domestic  licensing revenue is attributable to renegotiated  minimum
royalty payments, the expiration of certain licensing agreements and the receipt
of a royalty termination settlement in the prior year.

          SG&A Expenses.  Selling, general and administrative expenses decreased
$2.4 million,  or 2.4%, to $41.8 million for the thirty-nine  weeks ended August
7, 1999  primarily  due to a decrease  in  domestic  operating  expenses of $3.3
million,  which was  partially  offset by an increase  in  European  selling and
administrative  expenses of $.9  million.  The  decrease  in domestic  operating
expenses is primarily  related to a decrease in payroll and payroll fringe costs
of approximately  $2.3 million,  a decrease in aviation expenses of $.4 million,
and the receipt of a workers' compensation refund of approximately $1.1


                                                                            -11-

<PAGE>
                     CHIC BY H.I.S, INC. AND SUBSIDIARIES

million,  which was  partially  offset by an increase  in  domestic  advertising
expenses of $.6  million.  The increase in European  selling and  administrative
expenses  is  primarily  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  thirty-nine  weeks ended
August 1, 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 such plant  closings may affect the
accounting, disclosure and funding of the Company's pension benefit obligation.

          Operating Income (Loss).  Operating  income for the thirty-nine  weeks
ended August 7, 1999  increased  $21.1  million from an operating  loss of $20.5
million in the thirty-nine  weeks ended August 1, 1998 to an operating profit of
$.6  million,  primarily  due to the decrease in the  restructuring  and special
charges  recorded  in the  prior  year  period,  and the  selling,  general  and
administrative  expenses in the current year, which were partially offset by the
decrease in sales and gross profit.

          Interest and Finance Costs.  Interest and finance costs increased $2.1
million or 63.9%,  from $3.2 million for the  thirty-nine  weeks ended August 1,
1998 to $5.3  million  for the  thirty-nine  weeks  ended  August 7,  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 thirty-nine weeks
ended  August 7, 1999 was $2.2 million as compared to a recovery of $3.4 million
for the thirty-nine weeks ended August 1, 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
thirty-nine weeks ended August 1, 1998 was reduced by approximately $4.5 million
to the extent its future realization is uncertain.


          Thirteen  Weeks  ended  August  7,  1999 (the  "1999  Third  Quarter")
Compared to Thirteen Weeks ended August 1, 1998 (the "1998 Third Quarter")

          Net  Sales.  Net  sales  for the 1999  Third  Quarter  decreased  $7.6
million,  or 12.7%,  from  $59.9  million  for the 1998  Third  Quarter to $52.3
million.  In the 1999 Third  Quarter,  United  States  sales  decreased  by $5.4
million,  or 14.3%,  to $32.3 million  primarily due to a decrease in unit sales
volume.  In the 1999 Third  Quarter,  European  sales  decreased  by 2.2 million
deutsche  marks, or 5.5%, to 37.8 million  deutsche  marks.  When converted into
U.S.  currency using the prevailing  currency  exchange rate, the European sales
translated  into a decrease of $2.2 million,  or 10.1%, to $20.0 million for the
1999 Third Quarter.

          Gross Profit.  Gross profit for the 1999 Third Quarter  decreased $2.5
million,  or 17.9%,  from  $14.1  million  in the 1998  Third  Quarter  to $11.6
million,  while gross margin decreased from 23.6% to 22.2%.  United States gross
profit  decreased  $1.6 million from $4.8 million for the 1998 Third  Quarter to
$3.2  million.  The decrease in gross profit and as a percentage of net sales in
the United States was primarily due to the increased use of outside contractors.

                                                                            -12-

<PAGE>
                     CHIC BY H.I.S, INC. AND SUBSIDIARIES

European gross profit decreased $.9 million from $9.3 million for the 1998 Third
Quarter to $8.4 million,  while gross margin  remained  relatively flat at 41.9%
compared to the prior year period.

          Licensing  Revenues.  Licensing revenues decreased $.7 million for the
1999 Third  Quarter to $.4  million  primarily  due to a  decrease  in  domestic
licensing  revenues  that  was  partially  offset  by an  increase  in  European
licensing revenues.

          SG&A Expenses.  Selling, general and administrative expenses decreased
$4.0 million,  or 26.7%,  to $11.0 million for the 1999 Third Quarter  primarily
due to a decrease in domestic  operating expenses of $3.3 million and a decrease
in European selling and administrative  expenses of $.7 million. The decrease in
domestic  operation  expenses is primarily  related to a decrease in payroll and
payroll  fringe  costs,  a decrease in aviation  expenses,  and the receipt of a
workers'  compensation  refund,  which was  partially  offset by an  increase in
domestic   advertising   expenses.   The   decrease  in  European   selling  and
administrative  expenses is primarily  attributable  to the decrease in regional
advertising expenses.

          Operating  Income.   Operating  income  for  the  1999  Third  Quarter
increased  $.9  million  from $.1  million  in the 1998  Third  Quarter  to $1.0
million,  primarily  due to decrease in operating  expenses  which was partially
offset by the decrease in gross profit and licensing income.

          Interest and Finance Costs.  Interest and finance costs  increased $.6
million or 47.2%,  from $1.2 million for the 1998 Third  Quarter to $1.8 million
for the 1999 Third  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  Third
Quarter  was $.7  million as  compared to a recovery of $.1 million for the 1998
Third  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.


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  thirty-nine  weeks  ended  August  7,  1999,  net cash of $8.4
million was used in operations,  as compared to $26.5 million in the thirty-nine
weeks  ended  August 1,  1998.  The net cash used in  operations  was  primarily
attributable  to  the  net  loss  for  the  period,  the  increase  in  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  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 $4.4  million  was  used in  investing  activities  in the
thirty-nine  weeks ended  August 7, 1999,  as  compared  to $3.9  million in the
thirty-nine  weeks ended August 1, 1998.  Cash used in investing  activities was



                                                                            -13-

<PAGE>
                     CHIC BY H.I.S, INC. AND SUBSIDIARIES

primarily  attributable to the construction of manufacturing  facilities and the
acquisition of equipment. The Company is continuing to develop its manufacturing
and laundry operations in Mexico.

          As of August 7, 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 August 7, 1999,  $49.6  million  was  outstanding  against the
domestic credit  agreement.  In addition,  the Company had $24.3 million of IRBs
outstanding at August 7, 1999. The Company also has foreign financing agreements
with two banks  providing  term loans  aggregating  2.2 million  deutsche  marks
(approximately  $1.2  million,  based on the  August  7, 1999  foreign  currency
exchange  rate)  and lines of  credit  aggregating  58  million  deutsche  marks
(approximately  $31.9  million,  based on the  August 7, 1999  foreign  currency
exchange rate).  Approximately $9.4 million was outstanding  against the foreign
lines of credit as of August 7, 1999. As of August 7, 1999,  the Company was not
in compliance with certain  covenants of its domestic credit agreement for which
waivers have been obtained.

          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.

                                                                            -15-

<PAGE>

                     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 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 August 7,
1999,  the  Company  had  an  aggregate  of   approximately   $85.8  million  of
indebtedness   (including   capital   leases)   outstanding  and  the  Company's
stockholders'  equity was  approximately  $51.0  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 August 7, 1999,  the Company was not in
compliance  with certain  covenants of its domestic  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  were  reviewed,
remediated  and  converted  by the end of the third  quarter.  The  Company  has
expanded its program testing to include an integrated systems test to provide an
additional level of assurance on the system.  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.

                                                                            -16-

<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.

                                                                            -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

             None

                                                                            -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:  September 17, 1999              By: /s/ Daniel Rubin
                                           --------------------------
                                           Daniel Rubin
                                           Chief Executive Officer





Dated:     September 17, 1999           By: /s/ Christine A. Hadjigeorge
                                            -----------------------------
                                            Christine A. Hadjigeorge
                                            Chief Financial Officer


                                                                            -19-