**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**










**FORM
      10-Q**







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





**For
      the quarterly period ended April 1, 2006**





OR





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




For
      the
      transition period from ______ to ______





Commission
      File Number: 001-32568







**MAIDENFORM
      BRANDS, INC.**


(Exact
      name of registrant as specified in its charter)




**Delaware**
            **06-1724014**(State
                or other jurisdiction of incorporation or organization)
            (I.R.S.
                Employer Identification No.)**154
                Avenue E, Bayonne, NJ**
            **07002**(Address
                of principal executive offices)
            (Zip
                Code)




**(201)
      436-9200**


(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 o





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer o    Accelerated
      filer o    Non-accelerated
      filer x





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes o No x





As
      of
      April 25, 2006, there were 23,036,157 shares of the registrant’s common stock,
      par value $0.01 per share, outstanding.










**INDEX**








**PART
                I - FINANCIAL INFORMATION**
            **PAGE**Item
                1. Financial Statements (Unaudited)Condensed
                Consolidated Balance Sheets at April 1, 2006 and December 31, 2005
            2Condensed
                Consolidated Statements of Income for the three months ended April
                1, 2006
                and April 2, 2005
            3Condensed
                Consolidated Statements of Cash Flows for the three months ended
                April 1,
                2006 and April 2, 2005
            4Notes
                to the Condensed Consolidated Financial Statements
            5Item
                2. Management’s Discussion and Analysis of Financial Condition and Results
                of Operations
            13Item
                3. Quantitative and Qualitative Disclosure About Market
                Risk
            22Item
                4. Controls and Procedures
            22**PART
                II - OTHER INFORMATION**Item1.
                Legal Proceedings
            23Item1A.
                Risk Factors
            23Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            23Item
                3. Defaults Upon Senior Securities
            24Item
                4. Submission of Matters to a Vote of Security Holders
            24Item
                5. Other Information
            24Item
                6. Exhibits
            24


1





**PART
      I - FINANCIAL INFORMATION**





**Item
      1. Financial Statements (Unaudited)**




**MAIDENFORM
        BRANDS, INC. AND SUBSIDIARIES**


**CONDENSED
        CONSOLIDATED BALANCE SHEETS**
 ***(in
        thousands, except share and per share amounts)***
 ***(unaudited)***
  **April
                  1, 2006**
              
              **December
                  31, 2005****Assets**Current
                  assetsCash
                  and cash equivalents
              
              $
              11,189
              
              $
              30,978Accounts
                  receivable, net
              
              
              62,062
              
              
              34,169Inventories
              
              
              36,549
              
              
              35,255Deferred
                  income taxes
              
              
              8,724
              
              
              8,724Prepaid
                  expenses and other current assets
              
              
              9,106
              
              
              8,059Total
                  current assets
              
              
              127,630
              
              
              117,185Property,
                  plant and equipment, net
              
              
              18,051
              
              
              18,230Goodwill
              
              
              7,884
              
              
              7,884Intangible
                  assets, net
              
              
              100,548
              
              
              100,838Other
                  non-current assets
              
              
              3,288
              
              
              3,211Total
                  assets
              
              $
              257,401
              
              $
              247,348**Liabilities
                  and stockholders’ equity**Current
                  liabilitiesAccounts
                  payable
              
              $
              27,496
              
              $
              19,212Accrued
                  expenses and other current liabilities
              
              
              19,608
              
              
              18,253Total
                  current liabilities
              
              
              47,104
              
              
              37,465Long-term
                  debt
              
              
              133,500
              
              
              137,500Deferred
                  income taxes
              
              
              12,326
              
              
              10,754Other
                  non-current liabilities
              
              
              8,873
              
              
              8,926Total
                  liabilities
              
              
              201,803
              
              
              194,645Commitments
                  and contingencies (Note 10)Stockholders’
                  equityPreferred
                  stock - $0.01 par value; 10,000,000 shares
                  authorizedand
                  none issued and outstanding
              
              
              -
              
              
              -Common
                  stock - $0.01 par value; 100,000,000 shares
                  authorized;23,488,357
                  shares issued and 23,084,557 outstanding at April 1, 2006and
                  23,488,357 issued and outstanding at December 31, 2005
              
              
              235
              
              
              235Additional
                  paid-in capital
              
              
              59,579
              
              
              59,063Accumulated
                  deficit
              
              
              (562
              )
              
              (6,809
              )Accumulated
                  other comprehensive income
              
              
              358
              
              
              214Treasury
                  stock (403,800 shares at an average price of $9.94)
              
              
              (4,012
              )
              
              -Total
                  stockholders’ equity
              
              
              55,598
              
              
              52,703Total
                  liabilities and stockholders’ equity
              
              $
              257,401
              
              $
              247,348


The
        accompanying notes are an integral part of these condensed consolidated
        financial statements.
 2
  **MAIDENFORM
        BRANDS, INC. AND SUBSIDIARIES**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF INCOME**
 ***(in
        thousands, except share and per share amounts)***
 ***(unaudited)***
  **Three
                  months ended****April
                  1, 2006**
              
              **April
                  2, 2005**Net
                  sales
              
              $
              100,844
              
              $
              100,210Cost
                  of sales
              
              
              62,865
              
              
              65,890Gross
                  profit
              
              
              37,979
              
              
              34,320Selling,
                  general andadministrative
                  expenses
              
              
              25,322
              
              
              23,436Operating
                  income
              
              
              12,657
              
              
              10,884Interest
                  expense, net
              
              
              2,068
              
              
              2,897Income
                  before provisionfor
                  income taxes
              
              
              10,589
              
              
              7,987Income
                  tax expense
              
              
              4,342
              
              
              3,516Net
                  income
              
              
              6,247
              
              
              4,471Preferred
                  stock dividends
              
              
              -
              
              
              (1,448
              )Net
                  income available tocommon
                  stockholders
              
              $
              6,247
              
              $
              3,023Basic
                  earnings per common share
              
              $
              0.27
              
              $
              0.15Diluted
                  earnings per common share
              
              $
              0.26
              
              $
              0.14Basic
                  weighted average number ofshares
                  outstanding
              
              
              23,318,657
              
              
              19,800,000Diluted
                  weighted average number ofshares
                  outstanding
              
              
              24,435,493
              
              
              21,112,584


The
        accompanying notes are an integral part of these condensed consolidated
        financial statements.




3




**MAIDENFORM
        BRANDS, INC. AND SUBSIDIARIES**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF CASH FLOWS**
 ***(in
        thousands)***
 ***(unaudited)***
  **Three
                  months ended****April
                  1, 2006**
              
              **April
                  2, 2005****Cash
                  flows from operating activities**Net
                  income
              
              $
              6,247
              
              $
              4,471Adjustments
                  to reconcile net income to net cashfrom
                  operating activitiesDepreciation
                  and amortization
              
              
              685
              
              
              1,813Amortization
                  of intangible assets
              
              
              290
              
              
              290Amortization
                  of deferred financing costs
              
              
              211
              
              
              309Stock-based
                  compensation
              
              
              516
              
              
              272Deferred
                  income taxes
              
              
              1,572
              
              
              2,088Other
                  non-cash items
              
              
              -
              
              
              17Net
                  changes in operating assets and liabilitiesAccounts
                  receivable
              
              
              (27,893
              )
              
              (30,111
              )Inventories
              
              
              (1,294
              )
              
              (16,366
              )Prepaid
                  expenses and other current andnon-current
                  assets
              
              
              (908
              )
              
              (1,747
              )Accounts
                  payable
              
              
              8,284
              
              
              17,188Accrued
                  expenses and other current andnon-current
                  liabilities
              
              
              (1,361
              )
              
              (785
              )Income
                  taxes payable
              
              
              2,661
              
              
              4,902Net
                  cash from operating activities
              
              
              (10,990
              )
              
              (17,659
              )**Cash
                  flows from investing activities**Capital
                  expenditures
              
              
              (506
              )
              
              (311
              )Net
                  cash from investing activities
              
              
              (506
              )
              
              (311
              )**Cash
                  flows from financing activities**Term
                  loan facility repayments
              
              
              (4,000
              )
              
              (1,125
              )Purchase
                  of common stock for treasury
              
              
              (4,012
              )
              
              -Short-term
                  debt, net
              
              
              -
              
              
              778Common
                  stock options purchased
              
              
              -
              
              
              (140
              )Deferred
                  financing costs
              
              
              (300
              )
              
              -Net
                  cash from financing activities
              
              
              (8,312
              )
              
              (487
              )Effects
                  of exchange rate changes on cash
              
              
              19
              
              
              29Net
                  decrease in cash
              
              
              (19,789
              )
              
              (18,428
              )**Cash
                  and cash equivalents**Beginning
                  of period
              
              
              30,978
              
              
              23,212End
                  of period
              
              $
              11,189
              
              $
              4,784**Supplementary
                  disclosure of cash flow information**Cash
                  paid during the periodInterest
              
              $
              2,344
              
              $
              2,695Income
                  taxes
              
              $
              79
              
              $
              129




The
        accompanying notes are an integral part of these condensed consolidated
        financial statements.




4




**MAIDENFORM
      BRANDS, INC. AND SUBSIDIARIES**


**NOTES
      TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


***(in
      thousands, except share and per share amounts)***


***(unaudited)***





**1.**
            **SUMMARY
                OF SIGNIFICANT ACCOUNTING
                POLICIES**





*Basis
      of Presentation*




Maidenform
      Brands, Inc. and its subsidiaries (the “Company,”  “we,”  “us” or
“our”) design, source and market an extensive range of intimate apparel
      products, including bras, panties and shapewear. We sell through multiple
      distribution channels including department stores and national chain stores,
      mass merchants (including warehouse clubs), and other (including specialty
      stores, off-price retailers and licensing income). In addition, we also operated
      74 and 81 retail outlet stores as of April 1, 2006 and April 2, 2005,
      respectively, and sell products on our websites.





In
      our
      opinion, the accompanying unaudited condensed consolidated financial statements
      contain all adjustments necessary to state fairly our financial position as
      of
      April 1, 2006, the results of our operations for the three months ended April
      1,
      2006 and April 2, 2005, and cash flows for the three months ended April 1,
      2006
      and April 2, 2005. These adjustments consist of normal recurring adjustments.
      Operating results for the three months ended April 1, 2006 are not necessarily
      indicative of the results that may be expected for any other future interim
      period or for a full fiscal year. The condensed consolidated balance sheet
      at
      December 31, 2005 has been derived from our audited consolidated financial
      statements at that date, but does not include all disclosures required by
      accounting principles generally accepted in the United States of
      America.





These
      condensed consolidated financial statements have been prepared in accordance
      with Article 10 of Regulation S-X promulgated by the Securities and Exchange
      Commission. Accordingly, certain information and disclosures normally included
      in financial statements prepared in accordance with accounting principles
      generally accepted in the United States of America have been condensed or
      omitted pursuant to the rules and regulations of the Securities and Exchange
      Commission. The financial statements included herein should be read in
      conjunction with our Annual Report on Form 10-K for the year ended December
      31,
      2005.





*Stock-Based
      Compensation*




Effective
      January 1, 2006, we adopted Statement of Financial Accounting Standards (SFAS)
      No. 123R, “Share-Based Payments,” (SFAS No. 123R) which revises SFAS No.
      123, “Accounting for Stock-Based Compensation.” Prior to January 1, 2006, we
      accounted for stock-based compensation under SFAS No. 123. For the three months
      ended April 1, 2006, the adoption of SFAS No. 123R did not have a material
      impact on our first quarter stock-based compensation. Further, we believe the
      adoption of SFAS No. 123R will not have a material impact on our future
      stock-based compensation expense.




Under
      SFAS No. 123R, we are required to select a valuation technique or option-pricing
      model that meets the criteria as stated in the standard, which includes a
      binomial model and the Black-Scholes model. At the present time, we will
      continue to use the Black-Scholes model, which requires the input of subjective
      assumptions. These assumptions include estimating the length of time employees
      will retain their vested stock options before exercising them (“expected term”),
      the estimated volatility of our common stock price over the expected term and
      the number of options that will ultimately be forfeited (“forfeitures”). Changes
      in the subjective assumptions can materially affect the estimate of fair value
      of stock-based compensation and consequently, the related amount recognized
      in
      the consolidated statements of income.





SFAS
      No.
      123R requires us to estimate forfeitures in calculating the expense relating
      to
      stock-based compensation as opposed to only recognizing these forfeitures and
      the corresponding reduction in expense as they occur. In addition, SFAS No.
      123R
      requires us to reflect the tax savings resulting from tax deductions in excess
      of expense as a financing cash flow in our statement of cash flows rather than
      as an operating cash flow as presented in prior periods.




On
      November 10, 2005, the FASB issued FASB Staff Position No. FAS 123R-3
“Transition Election Related to Accounting for Tax Effects of Share-Based
      Payment Awards.” The Company has elected to adopt the alternative transition
      method provided in the FASB Staff Position for calculating the tax effects
      of
      stock-based compensation pursuant to SFAS No. 123R. The alternative transition
      method includes simplified methods to establish the beginning balance of the
      additional paid-in capital pool (“APIC pool”) related to the tax effects of
      employee stock-based compensation, and to determine the subsequent impact on
      the
      APIC pool and consolidated statements of cash flows of the tax effects of
      employee stock-based compensation awards that are outstanding upon adoption
      of
      SFAS No. 123R.





5





**MAIDENFORM
      BRANDS, INC. AND SUBSIDIARIES**


**NOTES
      TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
      (Continued)**


***(in
      thousands, except share and per share amounts)***


***(unaudited)***





**2.**
            **BENEFIT
                PLANS AND POSTRETIREMENT
                PLANS**




We
      sponsor a defined benefit pension plan covering substantially all eligible
      employees not covered by the union plans. We also maintain postretirement
      medical benefit plans for certain eligible retirees for which postretirement
      benefit expense on a quarterly basis is insignificant.





The
      components of pension benefit expense charged to operations are as
      follows:


**Three
                  months ended****April
                  1, 2006**
              
              **April
                  2, 2005**Service
                  cost
              
              $
              481
              
              $
              429Interest
                  cost
              
              
              347
              
              
              308Expected
                  return on plan assets
              
              
              (316
              )
              
              (274
              )Recognized
                  net actuarial loss
              
              
              33
              
              
              8Net
                  periodic benefit cost
              
              $
              545
              
              $
              471




**3.**
            **STOCKHOLDERS’
                EQUITY**


**Accumulated****Common**
              
              **Treasury**
              
              **Additional**
              
              
              
              **other**
              
              **Total****stock**
              
              **stock**
              
              **paid-in**
              
              **Accumulated**
              
              **comprehensive**
              
              **stockholders'****Shares**
              
              **$**
              
              **Shares**
              
              **$**
              
              **capital**
              
              **deficit**
              
              **income**
              
              **equity****Balance
                  at December 31, 2005**
              
              
              23,488,357
              
              $
              235
              
              
              -
              
              $
              -
              
              $
              59,063
              
              $
              (6,809
              )
              $
              214
              
              $
              52,703Stock
                  compensation
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              516
              
              
              
              
              
              
              
              
              516Treasury
                  stock
              
              
              
              
              
              
              
              
              (403,800
              )
              
              (4,012
              )
              
              
              
              
              
              
              
              
              
              
              (4,012
              )**Comprehensive
                  income**Net
                  income
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              6,247
              
              
              
              
              
              6,247Changes
                  during the period
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              144
              
              
              144Total
                  comprehensive income
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              6,391**Balance
                  at April 1, 2006**
              
              
              23,488,357
              
              $
              235
              
              
              (403,800
              )
              $
              (4,012
              )
              $
              59,579
              
              $
              (562
              )
              $
              358
              
              $
              55,598


**4.**
            **STOCK
                REPURCHASE PROGRAM**





In
      February 2006, the Board of Directors approved a $20,000 stock repurchase
      program, authorizing the repurchase of our common stock. We are authorized
      to
      make repurchases from time to time in the open market pursuant to existing
      rules and regulations and other parameters approved by the Board of
      Directors. During the first quarter of fiscal 2006, we repurchased 403,800
      shares of our common stock at a total cost of $4,012, at an average price per
      share of $9.94.





6





**MAIDENFORM
      BRANDS, INC. AND SUBSIDIARIES**


**NOTES
      TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
      (Continued)**


***(in
      thousands, except share and per share amounts)***


***(unaudited)***





**5.**
            **STOCK-BASED
                COMPENSATION**




In
      July
      2005, the Board of Directors adopted the Maidenform Brands, Inc. 2005 Stock
      Incentive Plan pursuant to which the Company can grant to employees, consultants
      and non-employee
      directors equity-based awards. Under this plan, 1,750,000 shares were set aside
      and reserved
      for issuance. The plan provides for a variety of vesting dates with the majority
      of the options vesting in an annual increment of 25% of the number of options
      granted over the first four years of the grant. Options granted under the plan
      expire no later than ten years after date of grant.




The
      Board
      of Directors also amended the Maidenform Brands, Inc. 2004 Rollover Stock Option
      Plan, the Maidenform Brands, Inc. 2004 Stock Option Plan and the Maidenform
      Brands, Inc. 2004 Stock Option Plan for Non-Employees Directors to provide
      that
      no additional equity-based awards shall be available for issuance under these
      plans, although previously granted stock options will continue to remain
      outstanding in accordance with the terms of the applicable option agreement
      and
      the applicable plan.




No
      stock
      options were granted during the three months ended April 1, 2006. The
      fair
      value of the stock options on the grant dates was $1,056 for stock options
      granted during the three months ended April 2, 2005. These amounts are being
      expensed over the vesting periods. We recorded stock compensation expense,
      which
      represents the amortization of the fair value of the stock options issued,
      of
      approximately $516 for the three months ended April 1, 2006 and $272 for the
      three months ended April 2, 2005.




The
      weighted average fair value of stock options granted during the three months
      ended April 2, 2005 was $11.85. The fair value was estimated using the
      Black-Scholes option-pricing model based on the weighted average market price
      at
      grant date of $14.50 for the three months ended April 2, 2005. The weighted
      average fair value of stock options granted during the full year 2005 was $7.67
      and the fair value was estimated using the Black-Scholes option-pricing model
      based on the weighted average market price at grant date of $16.53 for the
      full
      year 2005.





As
      of
      April 1, 2006, there was approximately $5,400 of unrecognized compensation
      costs, adjusted for estimated forfeitures, related to non-vested stock options.
      Total unrecognized compensation cost will be adjusted for future changes in
      estimated forfeitures. This amount is expected to be recognized over a weighted
      average period of 2.8 years and does not include the impact of any future
      stock-based compensation awards.





At
      April
      1, 2006, the aggregate intrinsic value of shares outstanding and shares
      exercisable was $21,596 and $10,530, respectively. (The intrinsic value of
      a
      stock option is the amount by which the market value of the underlying stock
      exceeds the exercise price of the option.)





The
      fair
      value for each stock option granted during the three months ended April 2,
      2005
      was estimated at the date of grant using a Black-Scholes option-pricing model,
      assuming the following assumptions.


**Three
                  months ended****April
                  2, 2005**Dividend
                  yield
              
              
              0.0
              %Risk-free
                  interest rate
              
              
              4.00%
                  - 4.10
              %Expected
                  life (years)
              
              
              10Volatility
              
              
              0.0
              %





7





**MAIDENFORM
      BRANDS, INC. AND SUBSIDIARIES**


**NOTES
      TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
      (Continued)**


***(in
      thousands, except share and per share amounts)***


***(unaudited)***





Changes
      in options outstanding are summarized as follows:


**Three
                  months ended****April
                  1, 2006****Weighted****average****Number**
              
              **exercise****of
                  options**
              
              **price**Options
                  outstanding,beginning
                  of year
              
              
              3,037,871
              
              $
              4.77Options
                  cancelled or forfeited
              
              
              (74,894
              )
              
              7.87Options
                  outstanding, at April 1, 2006
              
              
              2,962,977
              
              $
              4.70Options
                  exercisable, at April 1, 2006
              
              
              1,135,283
              
              $
              1.74





The
      following table summarizes stock options outstanding and exercisable at April
      1,
      2006:


**Options
                  outstanding**
              
              **Options
                  exercisable****Weighted**
              
              **Weighted**
              
              
              
              **Weighted**
              
              **Weighted****average**
              
              **average**
              
              
              
              **average**
              
              **average****Options**
              
              **remaining**
              
              **exercise**
              
              **Number**
              
              **remaining**
              
              **exercise****Range
                  of exercise prices**
              
              **outstanding**
              
              **contract
                  life**
              
              **price**
              
              **exercisable**
              
              **contract
                  life**
              
              **price**$1.82
              
              
              1,025,638
              
              
              8.2
                  years
              
              $
              1.82
              
              
              357,416
              
              
              8.2
                  years
              
              $
              1.823.64
              
              
              1,025,638
              
              
              8.2
                  years
              
              
              3.64
              
              
              357,416
              
              
              8.2
                  years
              
              
              3.6411.85
                  - 17.00
              
              
              492,000
              
              
              6.3
                  years
              
              
              16.88
              
              
              750
              
              
              9.0
                  years
              
              
              14.500.01
              
              
              317,529
              
              
              6.5
                  years
              
              
              0.01
              
              
              317,529
              
              
              6.5
                  years
              
              
              0.010.06
              
              
              102,172
              
              
              5.8
                  years
              
              
              0.06
              
              
              102,172
              
              
              5.8
                  years
              
              
              0.062,962,977
              
              
              
              
              
              
              
              
              1,135,283





**6.**
            **COMPREHENSIVE
                INCOME**




The
      changes in comprehensive income are as follows:


**Three
                  months ended****April
                  1, 2006**
              
              **April
                  2, 2005**Net
                  income
              
              $
              6,247
              
              $
              4,471Foreign
                  currency translation adjustments (1)
              
              
              19
              
              
              28Interest
                  rate swaps, (net of tax)
              
              
              125
              
              
              301Comprehensive
                  income
              
              $
              6,391
              
              $
              4,800




(1)
              No
                  tax benefit has been provided associated with the foreign currency
                  translation adjustment due to management’s intention to permanently
                  reinvest the earnings of our foreign
                  subsidiaries.




8





**MAIDENFORM
      BRANDS, INC. AND SUBSIDIARIES**


**NOTES
      TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
      (Continued)**


***(in
      thousands, except share and per share amounts)***


***(unaudited)***





**7.**
            **INCOME
                TAXES**




We
      review
      our annual effective tax rate on a quarterly basis and we make necessary changes
      if information or events warrant such changes. The annual effective tax rate
      is
      forecasted quarterly using actual historical information and forward-looking
      estimates. The estimated annual effective tax rate may fluctuate due to changes
      in forecasted annual operating income; changes to the valuation allowance for
      deferred tax assets; changes to actual or forecasted permanent book to tax
      differences (non-deductible expenses); impacts from future tax settlements
      with
      state, federal or foreign tax authorities; or impacts from tax law changes.
      Our
      effective income tax rate for the three months ended April 1, 2006 and April
      2,
      2005 was 41% and 44%, respectively. The effective income tax rate for the three
      months ended April 2, 2005 was higher than the normal statutory income tax
      rate,
      due to non-deductible expenses primarily associated with our initial public
      offering in July 2005.





**8.**
            **SEGMENT
                INFORMATION**




We
      report
      segment information in accordance with the provisions of SFAS No. 131,
‘‘Disclosures about Segments of an Enterprise and Related Information,’’ which
      requires segment information to be disclosed based on a ‘‘management approach.’’
The management approach refers to the internal reporting that we use for making
      operating decisions and assessing the performance of reportable segments. SFAS
      No. 131 also requires disclosure about products and services, geographic areas
      and major customers. For purposes of complying with SFAS No. 131, we identified
      our two reportable segments as ‘‘Wholesale’’ and ‘‘Retail.’’ Our wholesale sales
      are to department stores, national chain stores, mass merchants (including
      warehouse clubs), specialty stores, off-price retailers, and third party
      distributors servicing similar customers in foreign countries while our retail
      segment reflects our operations from our retail stores and Internet operations.
      Royalty income is also included in our wholesale segment. Within our reportable
      segments, wholesale includes corporate-related assets. Each segment’s results
      include the costs directly related to the segment’s net sales and all other
      costs allocated based on the relationship to consolidated net sales or units
      produced to support each segment’s net sales. Intersegment sales and transfers
      are recorded at cost and treated as a transfer of inventory.





9




**MAIDENFORM
      BRANDS, INC. AND SUBSIDIARIES**


**NOTES
      TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
      (Continued)**


***(in
      thousands, except share and per share amounts)***


***(unaudited)***





Information
      on segments and reconciliation to income before provision for income taxes,
      are
      as follows:


**Three
                  months ended****April
                  1, 2006**
              
              **April
                  2, 2005**Net
                  salesWholesale
              
              $
              90,383
              
              $
              90,223Retail
              
              
              10,461
              
              
              9,987Total
              
              $
              100,844
              
              $
              100,210Operating
                  incomeWholesale
              
              $
              13,319
              
              $
              12,348Retail
              
              
              (662
              )
              
              (1,464
              )Operating
                  income
              
              
              12,657
              
              
              10,884Interest
                  expense, net
              
              
              2,068
              
              
              2,897Income
                  before provisionfor
                  income taxes
              
              $
              10,589
              
              $
              7,987Depreciation
                  and amortizationWholesale
              
              $
              606
              
              $
              1,724Retail
              
              
              369
              
              
              379Total
              
              $
              975
              
              $
              2,103Net
                  sales by geographic areaUnited
                  States
              
              $
              95,471
              
              $
              94,416International
              
              
              5,373
              
              
              5,794Total
              
              $
              100,844
              
              $
              100,210Intercompany
                  sales from wholesaleto
                  retail
              
              $
              2,354
              
              $
              1,641
  **April
                  1, 2006**
              
              **December
                  31, 2005**Identifiable
                  assetsWholesale
              
              $
              232,342
              
              $
              221,597Retail
              
              
              25,059
              
              
              25,751Total
              
              $
              257,401
              
              $
              247,348





At
      April
      1, 2006 and December 31, 2005, our five largest uncollaterized receivables
      represented approximately 65% and 53% of total accounts receivable,
      respectively.





For
      the
      three months ended April 1, 2006 and April 2, 2005, two customers in the
      wholesale segment each accounted for more than 10% of our consolidated net
      sales.





10


**MAIDENFORM
      BRANDS, INC. AND SUBSIDIARIES**


**NOTES
      TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
      (Continued)**


***(in
      thousands, except share and per share amounts)***


***(unaudited)***





**9.**
            **EARNINGS
                PER SHARE**




The
      following is a reconciliation of basic number of common shares outstanding
      to
      diluted common and common equivalent shares outstanding:


**Three
                  months ended****April
                  1, 2006**
              
              **April
                  2, 2005**Net
                  income
              
              $
              6,247
              
              $
              4,471Less:
                  Preferred stock dividends
              
              
              -
              
              
              (1,448
              )Net
                  income available to commonshareholders
              
              $
              6,247
              
              $
              3,023Weighted
                  average number of common andcommon
                  equivalent shares outstanding:Basic
                  number of common sharesoutstanding
              
              
              23,318,657
              
              
              19,800,000Impact
                  of dilutive securities
              
              
              1,116,836
              
              
              1,312,584Dilutive
                  number of common and commonequivalent
                  shares outstanding
              
              
              24,435,493
              
              
              21,112,584Basic
                  earnings per common share
              
              $
              0.27
              
              $
              0.15Diluted
                  earnings per common share
              
              $
              0.26
              
              $
              0.14





Options
      to purchase approximately 492,000 shares of common stock were outstanding during
      the three months ended April 1, 2006, but were not included in the computation
      of diluted earnings per share because the option exercise prices were greater
      than the average market price of the shares of common stock.





**10.**
            **COMMITMENTS
                AND CONTINGENCIES**




**Purchase
      commitments**




In
      the
      normal course of business, we enter into purchase commitments covering inventory
      requirements of finished goods. At April 1, 2006, we had purchase commitments
      of
      $71,220 and believe that we have adequate reserves for expected losses arising
      from all purchase commitments.





**Litigation**




We
      are
      party to various legal actions arising in the ordinary course of business.
      Based
      on information presently available to us, we believe that we have adequate
      legal
      defenses, reserves or insurance coverage for these actions and that the ultimate
      outcome of these actions will not have a material adverse effect on our
      consolidated statements of financial position, results of operations or cash
      flows.





11




**MAIDENFORM
      BRANDS, INC. AND SUBSIDIARIES**


**NOTES
      TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
      (Continued)**


***(in
      thousands, except share and per share amounts)***


***(unaudited)***





**11.**
            **ACCRUED
                EXPENSES AND OTHER CURRENT
                LIABILTIES**


**April
                  1, 2006**
              
              **December
                  31, 2005**Accrued
                  wages, incentive compensation and payroll taxes
              
              $
              5,453
              
              $
              6,724Accrued
                  professional fees
              
              
              1,402
              
              
              1,249Accrued
                  trade promotions
              
              
              1,599
              
              
              2,277Federal,
                  state and local income taxes payable
              
              
              3,591
              
              
              930Accrued
                  other
              
              
              7,563
              
              
              7,073$
              19,608
              
              $
              18,253





12





**Item
      2. Management’s Discussion and Analysis of Financial Conditions and Results of
      Operations**





*You
      should read the following discussion and analysis in conjunction with our
      financial statements and related notes included elsewhere in this report. 
This report contains forward-looking statements relating to future events and
      our future performance within the meaning of Section 27A of the Securities
      Act
      of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
      as
      amended, including, without limitation, statements regarding our expectations,
      beliefs, intentions or future strategies that are signified by the words
“anticipates,”  “believes,”  “estimates,”  “expects,” 
“intends,”  “plans,”  “potential,”  “predicts,” 
“projects” or similar words or phrases, although not all forward-looking
      statements contain such identifying words.  All forward-looking statements
      included in this report are based on information available to us on the date
      hereof.  It is routine for our internal projections and expectations to
      change as the year or each quarter in the year progress, and therefore it should
      be clearly understood that the internal projections and beliefs upon which
      we
      base our expectations may change prior to the end of each quarter or the
      year.  Although these expectations may change, we are under no obligation
      to inform you if they do.  Actual events or results may differ materially
      from those contained in the projections or forward-looking statements. 
Factors that could cause or contribute to such differences include those
      discussed below and elsewhere in this report, particularly in the section
      captioned “PART II - OTHER INFORMATION, Item 1A - Risk
      Factors.”*





**Management
      Overview**




We
      are a
      global intimate apparel company with a portfolio of established, well-known
      brands, top-selling products and an iconic heritage. We design, source and
      market an extensive range of intimate apparel products, including bras, panties
      and shapewear. We sell through multiple distribution channels, including
      department stores and national chain stores, mass merchants (including warehouse
      clubs), other (including specialty stores, off-price retailers and licensing
      income), and our company-operated outlet stores and our websites.





We
      sell
      our products under some of the most recognized brands in the intimate apparel
      industry, including Maidenform, Flexees, Lilyette, Sweet
      Nothings, Rendezvous, Subtract, Bodymates and Self Expressions. Our
      Maidenform *,* Flexees
      and Lilyette brands are broadly sold in department stores and national chain
      stores. Our other brands are distributed through national chain stores and
      selected mass merchants. These other brands carry our corporate endorsement
      and
      leverage our product technology, but are separate brands with distinctly
      different logos. In addition to our owned brands, we also supply private brand
      products to selected retailers.





**Trends
      in Our Business**





We
      operate in two segments, wholesale and retail. Our wholesale segment includes
      both our domestic and international wholesale markets. Our retail segment
      includes our company-operated outlet stores and our websites. We have identified
      many near-term opportunities for growth and operational improvements, as well
      as
      challenges to our business. In particular, management believes that there are
      many factors influencing the intimate apparel industry, including but not
      limited to: consistent demand for foundation garments, consumer demand for
      product innovation and leading brands, sourcing and supply chain efficiencies,
      continued growth of the mass merchant channel, pressure from retailers caused
      by
      the ongoing consolidation in the retail industry, increases in the cost of
      the
      raw materials used in intimate apparel products and uncertainty surrounding
      import restrictions.





We
      believe we are well-positioned to capitalize on or address these trends by,
      among other things:





•
            increasing
                consumer identification with our brands through further marketing
                investments;


•
            continuing
                to launch innovative products, such as the Maidenform Dream collection
                first introduced in 2005;


•
            increasing
                our presence in department stores and national chain stores through
                the
                use of Maidenform, Flexees, Lilyette, Rendezvous, Subtract and private
                brands;


•
            increasing
                our presence in the mass merchant channel through the use of our
                Sweet
                Nothings, Bodymates, Self Expressions and private
                brands;


•
            expanding
                our international presence;


•
            being
                a marketer, rather than a manufacturer, of intimate apparel by sourcing
                all of our products from third-party
                suppliers;


•
            making
                selective acquisitions, entering into licenses, and developing products
                and marketing that will complement our existing products or distribution
                channels; and


•
            merchandising,
                marketing and selling private brand products to selected
                retailers.





13





*Wholesale
      Segment*





The
      following trends are among the key variables that will affect our wholesale
      segment:





*Department
      Stores and National Chain Stores.* The
      department stores and national chain stores are where we generally sell the
      Maidenform, Flexees and Lilyette brands. We plan to continue to invest in
      increasing our net sales with department store customers, which we believe
      is
      important to our long-term positioning in the channel. There has been a growing
      trend toward consolidation of department stores, such as the merger of Federated
      Department Stores, Inc. and May Company. As a result of planned store closings
      announced by Federated Department Stores, Inc., we expect sales in department
      stores to be lower this year but expect continued growth in the remaining
      department stores. We expect the rate of our future net sales growth with
      department stores to be moderated by the reduction in both the number of
      department store customers and the number of doors (distinct locations operated
      by a particular retailer) operated by those customers. We have grown both our
      market share and our net sales significantly in the past several years with
      national chain stores. We expect to see continued growth with national chain
      stores in the future as consumers continue to seek out value alternatives and
      as
      our customers in this channel continue to open new doors. We have customers
      located outside the United States that purchase our Maidenform, Flexees and
      Lilyette brands. The majority of these net sales to these customers are included
      in the department store and national chain store channel.





*Mass
      Merchants.* The
      mass
      merchant channel includes both mass merchants and warehouse clubs. We intend
      to
      improve our penetration with mass merchants through the use of our Sweet
      Nothings, Bodymates, Self Expressions and private brands. We have experienced
      significant growth in this channel over the past several years and expect to
      achieve significant growth in the future as we are able to increase both the
      floor space and number of doors in which our products are sold. We expect that
      both our net sales to this channel and our net sales to this channel as a
      percentage of our total net sales is likely to increase over time. Net sales
      to
      customers in the mass channel that are located outside the United States are
      included in this channel.





*Other.* Our
      net
      sales from this channel, which include sales to specialty retailers and to
      off-price retailers, have historically been a relatively small component of
      our
      overall net sales. We participate in private brands in the specialty retailer
      area as opportunities present themselves. Because of fluctuations in
      opportunities in this channel, we continually evaluate our growth opportunities.
      Our licensing income is included in this channel as well as sales to foreign
      distributors.





We
      will
      selectively target strategic acquisitions or licenses to grow our consumer
      base
      and would utilize the acquired companies to complement the products, channels
      and geographic reach of our existing portfolio. We believe that acquisitions
      could enhance our product offerings to retailers and provide potential growth.
      We believe we can leverage our core competencies such as product development,
      brand management, logistics and marketing to create significant value from
      the
      acquired businesses. The opportunity to license designer brands is also a
      potential opportunity for us.





*Retail
      Segment*





We
      believe our retail sales volume is driven by our ability to service our existing
      consumers and obtain new consumers, as well as overall general economic
      conditions, such as the general retail environment, that can affect our
      consumers and ultimately their levels of overall spending. Additionally,
      identifying optimal retail outlet locations, favorable leasing arrangements,
      and
      improving our store productivity are factors important to growing our retail
      segment’s net sales. We also sell our products through our websites, *www.maidenform.com* ** and *www.maidenform.co.uk* *.* Although
      we currently do not generate a significant amount of net sales through these
      sites, we do expect it to continue to grow.





Our
      objectives in our retail segment are to continue to increase the productivity
      of
      our portfolio of stores through effective merchandising and focused advertising,
      as well as selectively closing a few of our less productive locations and
      potentially opening new stores in more productive locations. Even in those
      situations where we selectively close less productive outlet stores and do
      not
      open a new location in that region, we believe those consumers still purchase
      many of our Maidenform brands from our other outlet stores, our websites or
      our
      wholesale segment customers that carry these brands. Historically, we have
      primarily sold excess and, to a lesser extent, obsolete inventories through
      our
      outlet stores at a higher margin than that achieved through other liquidation
      alternatives.





14





***Definitions***




In
      reviewing our operating performance, we evaluate both the wholesale and retail
      segments by focusing on each segment’s operating income, cash flows from
      operations and inventory turns.





*Net
      Sales* .
      Our net
      sales are derived from two operating segments, wholesale and retail. Our net
      sales in the wholesale segment are sales recorded net of cooperative advertising
      allowances, sales returns, sales discounts, and markdown allowances provided
      to
      our customers. Net sales in our retail segment are recorded at the
      point-of-sale.





*Cost
      of Sales* .
      During
      2005, we closed our remaining manufacturing facilities in Mexico and Florida;
      therefore, the principal elements of our cost of sales are for finished goods
      inventories purchased from our sourced vendors. Included in cost of sales and
      affecting our overall gross margins are freight expenses from the manufacturers
      to our distribution centers in situations where such expenses are charged
      separately. Also included in cost of sales is the cost of warehousing, labor
      and
      overhead related to receiving and warehousing at our distribution centers,
      and
      depreciation of assets related to our receiving and warehousing in our
      distribution centers. Direct labor, cost of fabrics, as well as raw materials
      for fabrics, are the primary components driving the overall cost of our sourced
      finished goods inventories from our sourcing vendors.





*Selling,
      General and Administrative (SG&A).* Our
      SG&A expenses include all of our marketing, selling, distribution and
      general and administrative expenses for both the wholesale and retail segments
      (which include our retail outlet store payroll and related benefits), and rent
      expense. General and administrative expenses include management payroll,
      benefits, travel, information systems, accounting, insurance and legal.
      Additionally, depreciation related to the shipping function in our distribution
      centers and our corporate office assets such as furniture, fixtures, and
      equipment, as well as amortization of intellectual property, is included in
      SG&A.





*Income
      Taxes.* We
      account for income taxes using the liability method, which recognizes the amount
      of income tax payable or refundable for the current year and recognizes deferred
      tax liabilities and assets for the future tax consequences of the events that
      have been recognized in the financial statements or tax returns. We routinely
      evaluate all deferred tax assets to determine the likelihood of their
      realization and record a valuation allowance if it is more likely than not
      that
      a deferred tax asset will not be realized. Net operating loss carryforwards
      (NOLs) enable a company to apply net operating losses incurred during a current
      period against a future period's profits in order to reduce cash tax liabilities
      in those future periods. In periods when a company is generating operating
      losses, its NOLs will increase. The tax effect of the NOLs is recorded as a
      deferred tax asset. If the company does not believe that it is more likely
      than
      not that it will be able to utilize the NOLs, it records a valuation allowance
      against the deferred tax asset. Additionally, Section 382 of the Internal
      Revenue Code ("Section 382") imposes limitations on a corporation's ability
      to utilize its NOLs if it experiences an "ownership change." In general terms,
      an ownership change results from transactions increasing the ownership of
      certain existing stockholders and, or, new stockholders in the stock of a
      corporation by more than 50 percentage points during a three year testing
      period. Upon emergence from bankruptcy in 1999, our NOLs were subject to
      Section 382 limitations. As a result of the acquisition in 2004, we
      experienced a change in control, as defined by Section 382. As a result of
      this ownership change, the utilization of our NOLs were subject to a new annual
      limitation under Section 382. In addition, the sale of shares in our July
      2005 initial public offering resulted in another change in control for the
      purpose of Section 382; however, the annual limitation of our NOLs did not
      change. Any unused annual limitation may be carried over to later years, and
      the
      amount of the limitation may, under certain circumstances, be increased to
      reflect both recognized and deemed recognized "built-in gains" that occur during
      the 60-month period after the ownership change. Based on fair values of certain
      assets as determined in connection with the Acquisition and compared with those
      values in connection with the initial public offering, we have approximately
      $66.7 million of deemed built-in gains that are anticipated to be
      recognized or deemed recognized during the aforementioned 60-month period.
      At
      December 31, 2005, we had approximately $73.8 million of NOLs available for
      utilization in the years from 2006 through 2023.





15





**Results
      of Operations**


**Three
                  months ended****April
                  1, 2006**
              
              **April
                  2, 2005****OPERATING
                  DATA: (in millions)**Wholesale
                  sales
              
              $
              90.4
              
              $
              90.2Retail
                  sales
              
              
              10.4
              
              
              10.0Net
                  sales
              
              
              100.8
              
              
              100.2Cost
                  of sales
              
              
              62.8
              
              
              65.9Gross
                  profit
              
              
              38.0
              
              
              34.3Selling,
                  general and administrative expenses
              
              
              25.3
              
              
              23.4Operating
                  income
              
              $
              12.7
              
              $
              10.9
  **As
                  a percentage of net sales****Three
                  months ended****April
                  1, 2006**
              
              **April
                  2, 2005****OPERATING
                  DATA:**Wholesale
                  sales
              
              
              89.7
              %
              
              90.0
              %Retail
                  sales
              
              
              10.3
              
              
              10.0Net
                  sales
              
              
              100.0
              
              
              100.0Cost
                  of sales
              
              
              62.3
              
              
              65.8Gross
                  profit
              
              
              37.7
              
              
              34.2Selling,
                  general and administrative expenses
              
              
              25.1
              
              
              23.4Operating
                  income
              
              
              12.6
              %
              
              10.9
              %





Our
      net
      sales are derived from two segments, wholesale and retail.  Our net sales
      within the wholesale segment are grouped by channel, based upon the brands
      we
      sell and the customers we sell them to, as follows: (1) department stores and
      national chain stores, (2) mass merchants and (3) other.





Our
      department stores and national chain stores channel primarily consists of sales
      of our Maidenform, Flexees, Lilyette, and private brands on a worldwide basis
      to
      customers within this category.  Within the mass merchant channel, we sell
      brands such as Sweet Nothings, Bodymates, Self Expressions and private brands
      that are primarily dedicated to specific customers.  These brands are all
      sold on a worldwide basis to mass merchants and, to a lesser degree, warehouse
      clubs. Our remaining sales are grouped within a channel designated as other
      and
      include private brand products sold to specialty retailers and all brand sales
      to off-price retail stores. In addition, licensing income is included in our
      other channel.





16


**Three
                  months ended****April
                  1, 2006**
              
              **April
                  2, 2005**
              
              **$
                  change**
              
              **%
                  change**Department
                  Stores and National Chain Stores
              
              $
              59.3
              
              $
              51.7
              
              $
              7.6
              
              
              14.7
              %Mass
                  Merchant
              
              
              19.1
              
              
              22.5
              
              
              (3.4
              )
              
              -15.1
              %Other
              
              
              12.0
              
              
              16.0
              
              
              (4.0
              )
              
              -25.0
              %Total
                  Wholesale
              
              
              90.4
              
              
              90.2
              
              
              0.2
              
              
              0.2
              %Retail
              
              
              10.4
              
              
              10.0
              
              
              0.4
              
              
              4.0
              %Total
                  Consolidated Net Sales
              
              $
              100.8
              
              $
              100.2
              
              $
              0.6
              
              
              0.6
              %




In
      addition, our mix of products sold between bras, shapewear, and panties in
      the
      wholesale segment for the three months ended April 1, 2006 and April 2, 2005,
      respectively, is summarized below:


**April
                  1, 2006**
              
              **April
                  2, 2005**Bras
              
              
              66
              %
              
              71
              %Shapewear
              
              
              23
              %
              
              17
              %Panties
              
              
              11
              %
              
              12
              %100
              %
              
              100
              %


Our
      retail segment consists of both outlet and clearance stores. We had 74 stores
      as
      of April 1, 2006 compared to 81 stores as of April 2, 2005. During the first
      three months of 2006 and 2005, we had no store openings or closings.





***Net
      Sales***




Consolidated
      net sales increased by $0.6 million from $100.2 million for the three months
      ended April 2, 2005 to $100.8 million for the three months ended April 1, 2006.
      This increase is despite a 27.5% consolidated net sales gain in the first
      quarter of 2005 that was driven by two specific product rollouts from one mass
      merchant customer and one chain store customer. Although these product rollout
      events resulted in a 32.5% increase in wholesale segment net sales for that
      period, our wholesale segment net sales increased by $0.2 million from $90.2
      million for the three months ended April 2, 2005 to $90.4 million for the three
      months ended April 1, 2006. Total international sales, which is included in
      the
      wholesale segment, decreased by $0.4 million from $5.8 million for the three
      months ended April 2, 2005 to $5.4 million for the three months ended April
      1,
      2006 primarily from slightly lower sales in the United Kingdom. Net sales in
      our
      retail segment increased $0.4 million, or 4.0%, from $10.0 million for the
      three
      months ended April 2, 2005 to $10.4 million for the three months ended April
      1,
      2006.





17




Wholesale
      net sales are derived from the following channels: department stores and
      national chain stores; mass merchants; and other. Our department stores and
      national chain stores net sales increased by $7.6 million, or 14.7%, from $51.7
      million for the three months ended April 2, 2005 to $59.3 million for the three
      months ended April 1, 2006. This increase was driven by strong sales
      particularly in Maidenform bras, Flexees and Lilyette, in addition to new door
      growth and increased allotted selling space with certain customers. This
      year-over-year performance is despite a rollout of a specific panty program
      to
      one chain store customer for $2.0 million that occurred in the first quarter
      of
      2005, as well as selected door closures from Federated Department Stores and
      Mervyns. Our mass merchant channel net sales decreased by $3.4 million, or
      15.1%, from $22.5 million for the three months ended April 2, 2005 to $19.1
      million for the three months ended April 1, 2006. This decrease was due to
      a
      more challenging year-over-year comparison from an $8.0 million product
      placement in all domestic stores for one mass merchant customer that occurred
      in
      the first quarter of 2005, largely offset by continued replenishment orders
      as
      well as higher sales with another mass merchant customer due to the successful
      introduction of their customized private label initiative. Other net sales,
      which include sales to specialty retailers, off-price retailers and licensing
      income, decreased by $4.0 million, or 25%, from $16.0 million for the three
      months ended April 2, 2005 to $12.0 million for the three months ended April
      1,
      2006, primarily due to a non-recurring program with a specialty retailer that
      occurred in the first quarter of 2005, along with reduced sales to off-price
      retailers.  We continue to work with the aforementioned specialty retailer
      on other product introductions.




In
      our
      retail segment, we had 74 outlet stores as of April 1, 2006 compared to 81
      outlet stores as of April 2, 2005.  Same store sales, defined as sales from
      stores open for more than one year, increased by 6.8% for the three months
      ended
      April 1, 2006, due primarily to increased promotional offerings and overall
      product mix. Net sales in our retail segment increased by $0.4 million, or
      4%,
      from $10.0 million for the three months ended April 2, 2005 to $10.4 million
      for
      the three months ended April 1, 2006. Internet sales more than doubled to $0.7
      million for the three months ended April 1, 2006 from $0.3 million for the
      three
      months ended April 2, 2005.





***Gross
      Profit***




Consolidated
      gross profit increased by $3.7 million, or 10.8%, from $34.3 million for the
      three months ended April 2, 2005 to $38.0 million for the three months ended
      April 1, 2006. As a percentage of net sales, gross margin increased by 3.5
      percentage points from 34.2% for the three months ended April 2, 2005 to 37.7%
      for the three months ended April 1, 2006.





Gross
      profit as a percentage of sales for the wholesale segment was 35.7% for the
      three months ended April 1, 2006 as compared to 32.5% for the three months
      ended
      April 2, 2005. Our gross margins for the three months ended April 2, 2005 had
      been negatively affected by $1.3 million, or 1.4 percentage points, from plant
      closing costs, including negative manufacturing variances associated with the
      closing of the production plants and losses on the sale of production assets
      disposed. The margin improvement in the first quarter of 2006 was primarily
      due
      to a shift in channel and product mix with stronger sales from the Maidenform
      bras, Flexees and Lilyette brands.





Gross
      profit for the retail segment was 54.8% for the three months ended April 1,
      2006
      as compared to 50.0% for the three months ended April 2, 2005. Our gross margins
      for the three months ended April 1, 2006 were favorably impacted by increased
      internet sales and a change in sales mix in our retail stores.





***Selling,
      General and Administrative Expenses (SG&A)***




Consolidated
      SG&A increased by $1.9 million, or 8.1%, from $23.4 million for the three
      months ended April 2, 2005 to $25.3 million for the three months ended April
      1,
      2006. As a percentage of net sales, SG&A increased from 23.4% for the three
      months ended April 2, 2005 to 25.1% for the three months ended April 1, 2006.





SG&A
      for our wholesale segment, which includes corporate-related expenses, increased
      by $1.9 million, or 11.2%, from $17.0 million for the three months ended April
      2, 2005 to $18.9 million for the three months ended April 1, 2006. As a
      percentage of net sales, wholesale segment SG&A increased from 18.8% for the
      three months ended April 2, 2005 to 20.9% for the three months ended April
      1,
      2006. The increase of $1.9 million is a result of payroll and related benefits,
      primarily incentive compensation, stock-based compensation expense, severance
      and benefits, and public company expenses now included in SG&A but not
      included in the first quarter of 2005 of $2.6 million and other expenses of
      $0.3
      million. Partially offsetting these increases were non-recurring initial public
      offering expenses of $0.6 million and restructuring expenses of $0.4 million
      that were incurred in the first quarter of 2005.





18


SG&A
      for our retail segment remained flat at $6.4 million for the three months ended
      April 1, 2006 and April 2, 2005. As a percentage of net sales, SG&A for the
      retail segment decreased from 64.0% for the three months ended April 2, 2005
      to
      61.5% for the three months ended April 1, 2006.





***Operating
      Income***




Our
      consolidated operating income increased by $1.8 million, or 16.5%, from $10.9
      million for the three months ended April 2, 2005 to $12.7 million for the three
      months ended April 1, 2006. Consolidated operating income as a percentage of
      net
      sales increased to 12.6% for the three months ended April 1, 2006 from 10.9%
      for
      the three months ended April 2, 2005. Our operating income for the three months
      ended April 2, 2005 was reduced by non-recurring negative manufacturing variance
      associated with the closing of production plants and loss on sale of assets
      disposed that totaled $1.3 million, along with non-recurring initial public
      offering expenses of $0.6 million and restructuring expenses of $0.4 million.





For
      the
      foregoing reasons, operating income for the wholesale segment increased by
      $1.1
      million, or 8.9%, from $12.3 million for the three months ended April 2, 2005
      to
      $13.4 million for the three months ended April 1, 2006.





Operating
      income for the retail segment was a loss of ($0.7) million during the three
      months ended April 1, 2006 as compared to a loss of $(1.4) million during the
      three months ended April 2, 2005.





***Interest
      Expense, Net***




Interest
      expense, net decreased by $0.8 million, or 27.6%, from $2.9 million for the
      three months ended April 2, 2005 to $2.1 million for the three months ended
      April 1, 2006. This decrease was primarily a result of having lower average
      debt
      outstanding and benefiting from a lower interest rate of LIBOR plus 1.75%.
      The
      lower rate resulted from the June 29, 2005 amendment to our credit facility.
      The
      average balance of total debt outstanding decreased from $148.5 million for
      the
      three months ended April 2, 2005 to $137.4 million for the three months ended
      April 1, 2006, and the average interest rate during the three months ended
      April
      2, 2005 was 6.9% as compared to a 6.0% average interest rate during the three
      months ended April 1, 2006.





***Income
      Tax Expense***




We
      review
      our annual effective tax rate on a quarterly basis and we make necessary changes
      if information or events warrant such changes. The annual effective tax rate
      is
      forecasted quarterly using actual historical information and forward-looking
      estimates. The estimated annual effective tax rate may fluctuate due to changes
      in forecasted annual operating income; changes to the valuation allowance for
      deferred tax assets; changes to actual or forecasted permanent book to tax
      differences; impacts from future tax settlements with state, federal or foreign
      tax authorities; or impacts from tax law changes. Our effective income tax
      rate
      for the three months ended April 2, 2005 was approximately 44% as compared
      to an
      effective income tax rate for the three months ended April 1, 2006 of
      approximately 41%.  The effective income tax rate for the three months
      ended April 2, 2005 was higher than the normal statutory income tax rate, due
      to
      non-deductible expenses primarily associated with our initial public offering
      in
      July 2005.





Because
      of significant net operating loss carryforwards (NOLs) available to offset
      income taxes payable, our cash income taxes to be paid will be at a rate
      significantly lower than our effective income tax rate. These NOLs have the
      effect of reducing the effective income tax rate as reported on our income
      statement to a lower income tax rate to be paid on a cash basis.





***Net
      Income***




For
      the
      foregoing reasons, our net income increased by $1.8 million, or 40.0%, from
      $4.5
      million for the three months ended April 2, 2005 to $6.2 million for the three
      months ended April 1, 2006.





19





***Preferred
      Stock Dividends***




For
      the
      three months ended April 2, 2005, preferred stock dividends include the accrual
      of $1.4 million of preferred stock dividends. All outstanding shares of
      preferred stock, including shares of preferred stock acquired upon the exercise
      of all outstanding options to purchase shares of our preferred stock, were
      redeemed in connection with our initial public offering in July 2005.





***Net
      Income Available to Common Stockholders***




For
      the
      foregoing reasons, the net income available to common stockholders increased
      by
      $3.2 million from $3.0 million for the three months ended April 2, 2005 to
      $6.2
      million for the three months ended April 1, 2006.





**Liquidity
      and Capital Resources**




*Operating
      activities.* Cash
      flows used in operating activities were $11.0 million in the three months ended
      April 1, 2006 compared to cash flows used in operating activities of $17.7
      million in the three months ended April 2, 2005. The decrease in cash used
      in
      operating activities during the three months ended April 1, 2006 as compared
      to
      the three months ended April 2, 2005 was primarily related to changes in
      inventory and accounts payable. The increase in inventories for the three months
      ended April 1, 2006 was $1.3 million compared to an increase of $16.4 million
      for the three months ended April 2, 2005. The increase in accounts payable
      for
      the three months ended April 1, 2006 was $8.3 million compared to an increase
      of
      $17.2 million for the three months ended April 2, 2005. These increases in
      2005
      were a result of several factors including, among other things, abnormally
      lower
      inventories at the end of fiscal 2004 caused by the China safeguard that
      restricted us from receiving certain of our bra products into inventory in
      December 2004. This resulted in normal inventory flow shifting from December
      2004 into the three months ended April 2, 2005.





*Investing
      activities.* Cash
      flows used in investing activities were $0.5 million in the three months ended
      April 1, 2006 compared to cash flows used in investing activities of $0.3
      million in the three months ended April 2, 2005.




*Financing
      activities.* Cash
      flows used in financing activities were $8.3 million in the three months ended
      April 1, 2006 compared to cash flows used in financing activities of $0.5
      million in the three months ended April 2, 2005. The increase in cash used
      in
      financing activities is primarily due to voluntary prepayments against our
      credit facility and the repurchase of common stock for treasury stock as part
      of
      our $20 million stock repurchase program, described below.





In
      February 2006, the Board of Directors approved a stock repurchase program in
      an
      amount up to $20 million. Through April 1, 2006, we repurchased $4.0 million
      of
      common stock at an average price of $9.94. The stock repurchase program, which
      is open-ended, allows us to repurchase our shares of common stock on the open
      market, depending on market conditions and corporate consideration, from
      available cash flow and borrowings under our revolving facility. Our credit
      facility was amended to permit the borrowings to fund the stock repurchase
      program, subject to certain restrictions and limitations set forth in the
      amendment to our credit facility.





We
      believe that our existing cash balances and available borrowings under our
      revolving facility, along with our future cash flow from operations, will enable
      us to meet our liquidity needs and capital expenditure requirements for at
      least
      the next 12 months.





***Contractual
      Obligations***




We
      have
      various contractual obligations which are recorded as liabilities in our
      consolidated financial statements. Other items, such as certain purchase
      commitments and other executory contracts are not recognized as liabilities
      in
      our consolidated financial statements but are required to be disclosed. For
      example, we are contractually committed to make certain minimum lease payments
      for the use of property under operating lease agreements.





The
      following table summarizes our significant contractual obligations and
      commercial commitments at April 1, 2006 and the future periods in which such
      obligations are expected to be settled in cash. In addition, the table reflects
      the timing of principal payments on outstanding borrowings. Additional details
      regarding these obligations are provided in the notes to our condensed
      consolidated financial statements included elsewhere in this Form
      10-Q.





20


**Balance
                  of****fiscal**
              
              **In
                  fiscal**
              
              **In
                  fiscal**
              
              **In
                  fiscal**
              
              **In
                  fiscal****(in
                  millions)**
              
              **2006**
              
              **2007**
              
              **2008**
              
              **2009**
              
              **2010**
              
              **Thereafter**
              
              **Total**Long-term
                  debt (1)
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              33.4
              
              $
              100.1
              
              $
              -
              
              $
              133.5Interest
                  on long-term debt (2)
              
              
              6.5
              
              
              8.7
              
              
              8.7
              
              
              8.7
              
              
              3.3
              
              
              -
              
              
              35.9Operating
                  leases
              
              
              3.9
              
              
              3.8
              
              
              2.9
              
              
              1.6
              
              
              1.0
              
              
              3.0
              
              
              16.2Total
                  financial obligations
              
              
              10.4
              
              
              12.5
              
              
              11.6
              
              
              43.7
              
              
              104.4
              
              
              3.0
              
              
              185.6Purchase
                  obligations (3)
              
              
              71.2
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              71.2Total
                  financial obligations and commitments
              
              $
              81.6
              
              $
              12.5
              
              $
              11.6
              
              $
              43.7
              
              $
              104.4
              
              $
              3.0
              
              $
              256.8





*(1)
      For the years 2006 through the expiration date of our credit facility, we may
      be
      required to make annual consolidated excess cash flow payments depending on
      applicable leverage ratios. On May 2, 2006, we made a voluntary payment of
      $3.5
      million which is not reflected in the above table.*


*(2)
      The interest rate for the variable portion of long-term debt was the rate in
      effect at April 1, 2006.*


*(3)
      Unconditional purchase obligations are defined as agreements to purchase goods
      that are enforceable and legally binding on us and that specify all significant
      terms, including fixed or minimum quantities to be purchased; fixed, minimum,
      or
      variable price provisions; and the approximate timing of the transaction. The
      purchase obligations category above relates to commitments for inventory
      purchases. Amounts reflected in our condensed consolidated balance sheets in
      accounts payable or other current liabilities are excluded from the table
      above.*





In
      addition to the total contractual obligations and commitments included in the
      table above, we have pension and postretirement benefit obligations included
      in
      other non-current liabilities.





***Contingent
      Commitments and Contingencies***




We
      also
      have certain contractual arrangements that would require us to make payments
      or
      provide funding if certain circumstances occur. We do not currently expect
      that
      the remaining contingent commitments will result in any amounts being paid
      by
      us.





**Critical
      Accounting Policies and Estimates**




Our
      discussion and analysis of our financial condition and results of operations
      is
      based upon our condensed consolidated financial statements, which have been
      prepared in accordance with accounting principles generally accepted in the
      United States. The preparation of these financial statements requires us to
      make
      estimates and judgments that affect the reported amounts of assets, liabilities,
      revenues, expenses, and related disclosure of contingent assets and liabilities.
      We base our estimates on historical experience and on various other assumptions
      that we believe are reasonable under the circumstances, the results of which
      form the basis for making judgments about the carrying values of assets and
      liabilities that are not readily apparent from other sources. Actual results
      may
      differ from these estimates under different assumptions or conditions. A summary
      of our significant accounting policies and a description of accounting policies
      that we believe are most critical may be found in the Management’s Discussion
      and Analysis of Financial Conditions and Results of Operations included in
      our
      Annual Report on Form 10-K for the year ended December 31, 2005.




21





**Item
      3. Quantitative and Qualitative Disclosures about Market
      Risk**





*Foreign
      Currency Risk.* We
      do not
      believe that we have significant foreign currency transactional exposures.
      For
      the three months ended April 1, 2006, $5.5 million of our total net sales were
      in currencies other than U.S. dollars. During the three months ended April
      1,
      2006, our net sales were unfavorably impacted by $0.2 million due to foreign
      exchange rates. Most of our purchases are denominated in U.S. dollars.
      Approximately 70% of our total sourcing is concentrated in two foreign
      countries, China and Indonesia. The impact of a 10% unfavorable change in the
      exchange rate of the U.S. dollar against the prevailing market rates of the
      foreign currencies in which we have transactional exposures would be
      immaterial.





*Interest
      Rate Risk.* Interest
      rate risk is managed through a combination of variable and fixed rate debt
      composed of long-term instruments. The objective is to maintain a cost-effective
      mix that we deem appropriate and have entered into interest rate swap agreements
      to maintain that balance. At April 1, 2006, our debt portfolio was composed
      of
      variable-rate debt of which we hedge approximately 22% to a fixed-rate. With
      respect to our variable-rate debt, a 1% change in interest rates would be
      immaterial.





*Commodity
      Price Risk.* We
      are
      subject primarily to commodity price risk arising from fluctuations in the
      market prices of raw materials used in the garments purchased from our sourcing
      vendors if they pass along these increased costs. During the past five years,
      there has been no significant impact from commodity price fluctuations, nor
      do
      we currently use derivative instruments in the management of these risks. On
      a
      going-forward basis, fluctuations in crude oil or petroleum prices may also
      influence the prices of the related items such as chemicals, dyestuffs, man
      made
      fibers and foam. Any raw material price increase would increase our cost of
      sales and decrease our profitability unless we are able to pass our higher
      costs
      on to our customers.




*Inflation
      Risk.* We
      are
      affected by inflation and changing prices primarily through the cost of raw
      materials, increased operating costs and expenses, and fluctuations in interest
      rates. The effects of inflation on our net sales and operations have not been
      material in recent years. We do not believe that inflation risk is material
      to
      our business or our consolidated financial position, results of operations
      or
      cash flows.





*Seasonality.* We
      have
      not experienced any significant seasonal fluctuations in our net sales or our
      profitability.





**Item
      4. Controls and Procedures**





*Evaluation
      of Disclosure Controls and Procedures.*




Our
      management, including the Chief Executive Officer and Chief Financial Officer,
      evaluated the effectiveness of our “disclosure controls and procedures,” as that
      term is defined in Rule 13a-15(e) promulgated under the Securities Exchange
      Act
      of 1934, as amended (the “Exchange Act”), as of April 1, 2006. Based on that
      evaluation, the Chief Executive Officer and Chief Financial Officer concluded
      that the disclosure controls and procedures are effective to ensure that
      information required to be disclosed by us in the reports that we file or submit
      under the Exchange Act is recorded, processed, summarized and reported within
      the time periods specified in the Securities and Exchange Commission’s rules and
      forms, and to ensure that information is accumulated and communicated to our
      management, including the Chief Executive Officer and Chief Financial Officer,
      as appropriate to allow timely decisions regarding required
      disclosure.





*Changes
      in Internal Controls Over Financial Reporting.*




There
      were no changes in our internal controls over financial reporting during the
      quarter ended April 1, 2006 identified in connection with the evaluation thereof
      by our management, including the Chief Executive Officer and Chief Financial
      Officer, that have materially affected, or are reasonably likely to materially
      affect, our internal controls over financial reporting.





22




**PART
      II - OTHER INFORMATION**





**Item
      1. Legal Proceedings**




We
      are
      not currently a party to any material legal proceedings. We are subject to
      various claims and legal actions arising from time to time in the ordinary
      course of business. We do not believe that the outcome of any of these
      proceedings will have a material adverse effect on our financial conditions,
      results of operations or cash flows.





**Item
      1A. Risk Factors**





Risks
      that could have a negative impact on our business, results of operations and
      financial condition include: our growth cannot be assured and any growth may
      be
      unprofitable; our history of losses; potential fluctuations in our results
      of
      operations or rate of growth; our dependence on a limited number of customers;
      we have larger competitors with greater resources; retail trends in the intimate
      apparel industry, including consolidation and continued growth in the
      development of private brands, resulting in downward pressure on prices, reduced
      floor space and other harmful changes; failure to anticipate, identify or
      promptly react to changing trends, styles, or consumer preferences; our
      substantial leverage could adversely affect our financial condition; external
      events may disrupt our supply chain, result in increased cost of goods or an
      inability to deliver our products; events which result in difficulty in
      procuring or producing products on a cost-effective basis; increases in the
      prices of raw materials; changing international trade regulation, including
      as
      it relates to the imposition or elimination of quotas on imports of textiles
      and
      apparel; foreign currency exposure; unanticipated internal control weaknesses
      or
      ineffective disclosure controls and procedures; and the sufficiency of cash
      to
      fund operations and capital expenditures. This list is intended to identify
      only
      certain of the principal factors that could have a material and adverse impact
      on our business, results of operations and financial condition.  A more
      detailed description of each of these and other important risk factors can
      be
      found under the caption “Risk Factors” in our most recent Form 10-K, filed on
      March 29, 2006.





There
      are
      no material changes to the risk factors described in the Form 10-K, filed on
      March 29, 2006.




**Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds**





(a)
      None.


(b)
      None.


(c)
      Issuer purchases of equity securities:


**Total
                  number**
              
              **Maximum****of
                  shares**
              
              **dollar****Total**
              
              
              
              **repurchased**
              
              **value
                  of shares****number**
              
              **Average**
              
              **as
                  part of publicly**
              
              **that
                  may yet be****of
                  shares**
              
              **price
                  paid**
              
              **announced**
              
              **purchased
                  under****Period**
              
              **purchased**
              
              **per
                  share**
              
              **program****(1)**
              
              **the
                  program****(1)**January
                  1, 2006 - February 4, 2006
              
              
              -
              
              $
              -
              
              
              -
              
              $
              -February
                  5 - March 4, 2006
              
              
              344,000
              
              $
              9.87
              
              
              344,000
              
              $
              16,604,720March
                  5 - April 1, 2006
              
              
              59,800
              
              $
              10.32
              
              
              59,800
              
              $
              15,987,584Total
              
              
              403,800
              
              $
              9.94
              
              
              403,800





(1) In
      February 2006, the Board of Directors approved a $20 million stock repurchase
      program, authorizing the repurchase of our common stock. We are authorized to
      make repurchases from time to time in the open market as market conditions
      warrant and pursuant to other parameters set by our Board of Directors.





23





**Item
      3. Defaults Upon Senior Securities**




None.





**Item
      4. Submission of Matters to a Vote of Security Holders**




None.





**Item
      5. Other Information**




None.





**Item
      6. Exhibits**




The
      following exhibits are filed as part of this Quarterly Report on Form
      10-Q:





31.1
            Certification
                by Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a),
                as
                adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002





31.2
            Certification
                by Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a),
                as
                adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002





32.1
            Certification
                by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002





32.2
            Certification
                by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002





24


**SIGNATURES**





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.




MAIDENFORM
                BRANDS, INC.
              (Registrant)Date:
                May 10, 2006
            By:
            /s/
                Dorvin D. LivelyName:
                Dorvin D. LivelyTitle:
                Chief Financial Officer (principal financial and accounting
                officer)




25




**EXHIBIT
      INDEX**





31.1
            Certification
                by Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a),
                as
                adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002





31.2
            Certification
                by Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a),
                as
                adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002





32.1
            Certification
                by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002





32.2
            Certification
                by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002







26