**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 March 31, 2007**





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 x
            Non-accelerated
                filer o





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 May
      4, 2007, there were 22,984,357 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 March 31, 2007 and December 30, 2006
            2Condensed
                Consolidated Statements of Income for the Three Months Ended March
                31,
                2007 and April 1, 2006
            3Condensed
                Consolidated Statements of Cash Flows for the Three Months Ended
                March 31,
                2007 and April 1, 2006
            4Notes
                to the Condensed Consolidated Financial Statements
            5Item
                2. Management’s Discussion and Analysis of Financial Condition and Results
                of Operations
            11Item
                3. Quantitative and Qualitative Disclosures About Market
                Risk
            19Item
                4. Controls and Procedures
            20**PART
                II - OTHER INFORMATION**Item1.
                Legal Proceedings
            21Item1A.
                Risk Factors
            21Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            21Item
                3. Defaults Upon Senior Securities
            21Item
                4. Submission of Matters to a Vote of Security Holders
            21Item
                5. Other Information
            21Item
                6. Exhibits
            21







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)*****March
                  31, 2007**
              
              **December
                  30, 2006****Assets**Current
                  assetsCash
                  and cash equivalents
              
              $
              6,429
              
              $
              14,617Accounts
                  receivable, net
              
              
              58,106
              
              
              39,142Inventories
              
              
              55,761
              
              
              46,911Deferred
                  income taxes
              
              
              9,500
              
              
              9,459Prepaid
                  expenses and other current assets
              
              
              5,867
              
              
              6,203Total
                  current assets
              
              
              135,663
              
              
              116,332Property,
                  plant and equipment, net
              
              
              18,689
              
              
              18,454Goodwill
              
              
              7,884
              
              
              7,884Intangible
                  assets, net
              
              
              99,388
              
              
              99,678Other
                  non-current assets
              
              
              2,309
              
              
              2,505Total
                  assets
              
              $
              263,933
              
              $
              244,853**Liabilities
                  and stockholders’ equity**Current
                  liabilitiesAccounts
                  payable
              
              $
              22,425
              
              $
              13,195Accrued
                  expenses and other current liabilities
              
              
              21,243
              
              
              21,176Total
                  current liabilities
              
              
              43,668
              
              
              34,371Long-term
                  debt
              
              
              110,000
              
              
              110,000Deferred
                  income taxes
              
              
              17,374
              
              
              16,223Other
                  non-current liabilities
              
              
              8,287
              
              
              9,358Total
                  liabilities
              
              
              179,329
              
              
              169,952Commitments
                  and contingencies (Note 9)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 22,981,057 outstanding at March 31, 2007and
                  23,488,357 issued and 22,964,826 outstanding at December 30,
                  2006
              
              
              235
              
              
              235Additional
                  paid-in capital
              
              
              59,886
              
              
              59,478Retained
                  earnings
              
              
              29,914
              
              
              20,953Accumulated
                  other comprehensive income
              
              
              308
              
              
              158Treasury
                  stock, at cost (507,300 shares at March 31, 2007 and 523,531 sharesat
                  December 30, 2006)
              
              
              (5,739
              )
              
              (5,923
              )Total
                  stockholders’ equity
              
              
              84,604
              
              
              74,901Total
                  liabilities and stockholders’ equity
              
              $
              263,933
              
              $
              244,853




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****March
                  31, 2007**
              
              **April
                  1, 2006**Net
                  sales
              
              $
              107,233
              
              $
              100,844Cost
                  of sales
              
              
              68,361
              
              
              62,865Gross
                  profit
              
              
              38,872
              
              
              37,979Selling,
                  general andadministrative
                  expenses
              
              
              18,676
              
              
              25,322Operating
                  income
              
              
              20,196
              
              
              12,657Interest
                  expense, net
              
              
              2,021
              
              
              2,068Income
                  before provisionfor
                  income taxes
              
              
              18,175
              
              
              10,589Income
                  tax expense
              
              
              7,583
              
              
              4,342Net
                  income
              
              $
              10,592
              
              $
              6,247Basic
                  earnings per common share
              
              $
              0.46
              
              $
              0.27Diluted
                  earnings per common share
              
              $
              0.44
              
              $
              0.26Basic
                  weighted average number ofshares
                  outstanding
              
              
              22,977,456
              
              
              23,318,657Diluted
                  weighted average number ofshares
                  outstanding
              
              
              24,145,056
              
              
              24,435,493


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****March
                  31, 2007**
              
              **April
                  1, 2006****Cash
                  flows from operating activities**Net
                  income
              
              $
              10,592
              
              $
              6,247Adjustments
                  to reconcile net income to net cashfrom
                  operating activitiesDepreciation
                  and amortization
              
              
              717
              
              
              685Amortization
                  of intangible assets
              
              
              290
              
              
              290Amortization
                  of deferred financing costs
              
              
              210
              
              
              211Stock-based
                  compensation
              
              
              456
              
              
              516Deferred
                  income taxes
              
              
              1,725
              
              
              1,572Excess
                  tax benefits related to stock-based compensation
              
              
              (102
              )
              
              -Pension
                  plan curtailment gain
              
              
              (6,099
              )
              
              -Net
                  changes in operating assets and liabilitiesAccounts
                  receivable
              
              
              (18,964
              )
              
              (27,893
              )Inventories
              
              
              (8,850
              )
              
              (1,294
              )Prepaid
                  expenses and other current andnon-current
                  assets
              
              
              219
              
              
              (908
              )Accounts
                  payable
              
              
              9,230
              
              
              8,284Accrued
                  expenses and other current andnon-current
                  liabilities
              
              
              (1,901
              )
              
              (1,361
              )Income
                  taxes payable
              
              
              5,065
              
              
              2,661Net
                  cash from operating activities
              
              
              (7,412
              )
              
              (10,990
              )**Cash
                  flows from investing activities**Capital
                  expenditures
              
              
              (952
              )
              
              (506
              )Net
                  cash from investing activities
              
              
              (952
              )
              
              (506
              )**Cash
                  flows from financing activities**Proceeds
                  from stock options exercised
              
              
              34
              
              
              -Excess
                  tax benefits related to stock-based compensation
              
              
              102
              
              
              -Payments
                  of capital lease obligations
              
              
              (25
              )
              
              -Term
                  loan facility repayments
              
              
              -
              
              
              (4,000
              )Purchase
                  of common stock for treasury
              
              
              -
              
              
              (4,012
              )Deferred
                  financing costs
              
              
              -
              
              
              (300
              )Net
                  cash from financing activities
              
              
              111
              
              
              (8,312
              )Effects
                  of exchange rate changes on cash
              
              
              65
              
              
              19Net
                  decrease in cash
              
              
              (8,188
              )
              
              (19,789
              )**Cash
                  and cash equivalents**Beginning
                  of period
              
              
              14,617
              
              
              30,978End
                  of period
              
              $
              6,429
              
              $
              11,189**Supplementary
                  disclosure of cash flow information**Cash
                  paid during the periodInterest
              
              $
              2,086
              
              $
              2,344Income
                  taxes
              
              $
              22
              
              $
              79




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
      retailers, off-price retailers and licensing income). In addition, we also
      operated 76 and 74 retail outlet stores as of March 31, 2007 and April 1, 2006,
      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 at
      March 31, 2007, the results of our operations for the three months ended March
      31, 2007 and April 1, 2006, and cash flows for the three months ended March
      31,
      2007 and April 1, 2006. These adjustments consist of normal recurring
      adjustments. Operating results for the three-month period ended March 31, 2007
      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 30, 2006 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
      30,
      2006.





**2.**
            **DEBT**


**March
                  31,****2007**
              
              **December
                  30,****2006**Long-term
                  debt
              
              $
              110,000
              
              $
              110,000




At
      March
      31, 2007, we had $110,000 outstanding under our term loan, $0 outstanding under
      our revolving facility with $47,718 available for borrowings under the revolving
      facility, after giving effect to $2,282 of outstanding letters of credit. We
      use
      the letters of credit as collateral for our workers’ compensation insurance
      programs and bonds issued on our behalf to secure our obligation to pay customs
      duties. We were in compliance with all debt covenants at March 31,
      2007.





Payments
      due on long-term debt during each of the five years subsequent to March 31,
      2007, are as follows:




Balance
                  of fiscal 2007
              
              $
              -In
                  fiscal 2008
              
              
              -In
                  fiscal 2009
              
              
              12,591In
                  fiscal 2010
              
              
              97,409


5
 **MAIDENFORM
            BRANDS, INC. AND SUBSIDIARIES**
 **NOTES
            TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
            (Continued)**
 ***(in
            thousands, except share and per share amounts)***
 ***(unaudited)***






**3.**
            **BENEFIT
                PLANS AND POSTRETIREMENT
                PLANS**




We
      sponsor a defined benefit pension plan covering substantially all eligible
      employees not covered by the union plans. Effective January 1, 2007, the defined
      benefit pension plan was frozen for current participants and closed to new
      entrants. In connection with the freeze, we recorded a $6,099 non-cash
      curtailment benefit in accordance with Statement
      of Financial Accounting Standards (SFAS) No. 88, “Employer’s Accounting for
      Settlements and Curtailments of Defined Benefit Pension Plans and for
      Termination Benefits,” using actuarial assumptions consistent with those we used
      at December 30, 2006. The standard requires curtailment accounting if an event
      eliminates, for a significant number of employees, the accrual of defined
      benefits for some or all of their future service. The Company may terminate
      the
      pension plan and if and when it does so, the Company will recognize a one-time
      settlement loss or gain depending on the funded status at the time of
      termination. There is no requirement to terminate the plan. 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 (income) expense charged to operations are as
      follows:




**Three
                  months ended****March
                  31, 2007**
              
              **April
                  1, 2006**Service
                  cost
              
              $
              -
              
              $
              481Interest
                  cost
              
              
              272
              
              
              347Expected
                  return on plan assets
              
              
              (381
              )
              
              (316
              )Recognized
                  net actuarial loss
              
              
              -
              
              
              33Net
                  periodic benefit (income) expense
              
              
              (109
              )
              
              545Curtailment
                  gain
              
              
              (6,099
              )
              
              -Total
              
              $
              (6,208
              )
              $
              545




**4.**
            **STOCKHOLDERS’
                EQUITY**




**Accumulated****Common**
              
              **Treasury**
              
              **Additional**
              
              
              
              **other**
              
              **Total****stock**
              
              **stock**
              
              **paid-in**
              
              **Retained**
              
              **comprehensive**
              
              **stockholders'****Shares**
              
              **$**
              ****
              **Shares**
              ****
              **$**
              
              **capital**
              ****
              **earnings**
              
              **income**
              
              **equity****Balance
                  at December 30, 2006**
              
              
              23,488,357
              
              $
              235
              
              
              (523,531
              )
              $
              (5,923
              )
              $
              59,478
              
              $
              20,953
              
              $
              158
              
              $
              74,901Stock-based
                  compensation
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              456
              
              
              
              
              
              
              
              
              456Stock
                  options exercised
              
              
              
              
              
              
              
              
              16,231
              
              
              184
              
              
              (48
              )
              
              
              
              
              
              
              
              136Adoption
                  of FIN No. 48 (see
                Note 6)
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (1,631
              )
              
              
              
              
              (1,631
              )**Comprehensive
                  income**Net
                  income
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              10,592
              
              
              
              
              
              10,592Changes
                  during the period
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              150
              
              
              150Total
                  comprehensive income
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              10,742**Balance
                  at March 31, 2007**
              
              
              23,488,357
              
              $
              235
              
              
              (507,300
              )
              $
              (5,739
              )
              $
              59,886
              
              $
              29,914
              
              $
              308
              
              $
              84,604




6
 **MAIDENFORM
            BRANDS, INC. AND SUBSIDIARIES**
 **NOTES
            TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
            (Continued)**
 ***(in
            thousands, except share and per share amounts)***
 ***(unaudited)***






**5.**
            **COMPREHENSIVE
                INCOME**




The
      changes in comprehensive income are as follows:




**Three
                months ended****March
                31, 2007**
            
            **April
                1, 2006**Net
                income
            
            $
            10,592
            
            $
            6,247Foreign
                currency translation adjustments (a)
            
            
            65
            
            
            19Pension
                plan curtailment, net of tax
            
            
            146
            
            
            -Interest
                rate swaps, net of tax
            
            
            (61
            )
            
            125Comprehensive
                income
            
            $
            10,742
            
            $
            6,391




(a)
            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.





**6.**
            **INCOME
                TAXES**





Effective
      at the beginning of the first quarter of 2007, we adopted Financial Accounting
      Standards Board (FASB) Interpretation No. 48 (FIN No. 48), “Accounting for
      Uncertainty in Income Taxes,” which clarifies the accounting and disclosure for
      uncertainty in income taxes. As a result of the adoption, we recorded a decrease
      to beginning retained earnings of approximately $1,631 and increased our
      accruals for uncertain tax positions and related interest and penalties by
      a
      corresponding amount. As of the adoption date, the total unrecognized tax
      benefits were approximately $4,711 (net of federal and, if applicable, state
      effect) and would impact our effective rate if recognized.




We
      recognize interest and, if applicable, penalties which could be assessed related
      to unrecognized tax benefits in income tax expense. As of the adoption date,
      the
      total amount of accrued interest and penalties, before federal and, if
      applicable, state effect, is approximately $698. For the three months ended
      March 31, 2007, we recorded approximately $72 in interest, before federal and,
      if applicable, state effect.





We
      file
      income tax returns in the U.S. federal jurisdiction and various states and
      foreign jurisdictions. For federal income tax purposes, our 2003 through 2006
      tax years remain open for examination by the tax authorities under the normal
      three year statute of limitations. For state tax purposes, our 2002 through
      2006
      tax years remain open for examination by the tax authorities under a four year
      statute of limitations, however, certain states may keep their statute open
      for
      six to ten years.




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 (such changes would generally be recorded discretely in
      the
      quarter in which they occurred); 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 (such changes would
      generally be recorded discretely in the quarter in which they occurred); or
      impacts from tax law changes (to the extent such changes effect our deferred
      tax
      assets/liabilities, these changes would generally be recorded discretely in
      the
      quarter in which they occurred). Our effective income tax rate for the three
      months ended March 31, 2007 was 41.7% as compared to an effective income tax
      rate for the three months ended April 1, 2006 of 41.0%.




**7.**
            **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 retailers, 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.
      Licensing 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.





7
 **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****March
                  31, 2007**
              
              **April
                  1, 2006**Net
                  salesWholesale
              
              $
              97,006
              
              $
              90,383Retail
              
              
              10,227
              
              
              10,461Total
              
              $
              107,233
              
              $
              100,844Operating
                  incomeWholesale
              
              $
              21,313
              
              $
              13,319Retail
              
              
              (1,117
              )
              
              (662
              )Operating
                  income
              
              
              20,196
              
              
              12,657Interest
                  expense, net
              
              
              2,021
              
              
              2,068Income
                  before provisionfor
                  income taxes
              
              $
              18,175
              
              $
              10,589Depreciation
                  and amortizationWholesale
              
              $
              644
              
              $
              606Retail
              
              
              363
              
              
              369Total
              
              $
              1,007
              
              $
              975Net
                  sales by geographic areaUnited
                  States
              
              $
              100,049
              
              $
              95,471International
                  (a)
              
              
              7,184
              
              
              5,373Total
              
              $
              107,233
              
              $
              100,844Intercompany
                  sales from wholesaleto
                  retail
              
              $
              2,574
              
              $
              2,354**March
                  31, 2007**
              
              **December
                  30, 2006**Identifiable
                  assetsWholesale
              
              $
              238,258
              
              $
              218,636Retail
              
              
              25,675
              
              
              26,217Total
              
              $
              263,933
              
              $
              244,853


(a)
      International net sales are identified based on the location of the customer.





At
      March
      31, 2007 and December 30, 2006, our five largest uncollaterized receivables
      represented approximately 67% and 57% of total accounts receivable,
      respectively. For the three-month period ended March 31, 2007, three customers
      in the Wholesale segment each accounted for more than 10% of our consolidated
      net sales as compared to two customers in the Wholesale segment for the
      three-month period ended April 1, 2006.




8
 **MAIDENFORM
            BRANDS, INC. AND SUBSIDIARIES**
 **NOTES
            TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
            (Continued)**
 ***(in
            thousands, except share and per share amounts)***
 ***(unaudited)***






**8.**
            **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****March
                  31, 2007**
              
              **April
                  1, 2006**Net
                  income
              
              $
              10,592
              
              $
              6,247Weighted
                  average number of common andcommon
                  equivalent shares outstanding:Basic
                  number of common sharesoutstanding
              
              
              22,977,456
              
              
              23,318,657Impact
                  of dilutive securities
              
              
              1,167,600
              
              
              1,116,836Dilutive
                  number of common and commonequivalent
                  shares outstanding
              
              
              24,145,056
              
              
              24,435,493Basic
                  earnings per common share
              
              $
              0.46
              
              $
              0.27Diluted
                  earnings per common share
              
              $
              0.44
              
              $
              0.26





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.





**9.**
            **COMMITMENTS
                AND CONTINGENCIES**




**Purchase
      commitments**




In
      the
      normal course of business, we enter into purchase commitments for both finished
      goods and raw materials. At March 31, 2007, we had purchase commitments of
      $77,910 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. While it is possible
      that our cash flows and results of operations in a particular quarter or year
      could be materially affected, it is our opinion that these matters will not
      have
      a material impact on our consolidated financial position, or ongoing results
      of
      operations and cash flows.





9
 **MAIDENFORM
            BRANDS, INC. AND SUBSIDIARIES**
 **NOTES
            TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
            (Continued)**
 ***(in
            thousands, except share and per share amounts)***
 ***(unaudited)***





**10.**
            **ACCRUED
                EXPENSES AND OTHER CURRENT
                LIABILITIES**





**March
                  31, 2007**
              
              **December
                  30, 2006**Accrued
                  wages, incentive compensation and payroll taxes
              
              $
              5,779
              
              $
              8,457Accrued
                  trade promotions
              
              
              1,783
              
              
              1,796Accrued
                  professional fees
              
              
              1,352
              
              
              1,604Federal,
                  state and local income taxes payable
              
              
              7,061
              
              
              4,295Accrued
                  other
              
              
              5,268
              
              
              5,024$
              21,243
              
              $
              21,176


Other
      accrued expenses and current liabilities include, among other items, accrued
      interest, accrued medical insurance, and accrued advertising.




10


**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 retailers, off-price retailers and licensing
      income), 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;


•
            increasing
                our presence in department stores and national chain stores through
                the
                use of Maidenform®,
                Flexees®and Lilyette®;


•
            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;


•
            marketing
                our brands of intimate apparel;


•
            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.





11





*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. 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 stores and national chain stores 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 brands Sweet
      Nothings ® ,
      Bodymates ® ,
      and
      Self Expressions ® as well
      as private brands. We have experienced significant growth in this channel over
      the past several years and expect to achieve 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. The volume and mix of net sales of our brands and of private label in
      the
      mass merchant channel can vary from period to period based upon strategic
      changes that our customers may implement from time to 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. We continually evaluate this channel
      for opportunities. Licensing income, as well as sales to foreign distributors,
      are included in this channel.





We
      will
      selectively target strategic acquisitions or a brand start-up 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 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.




12




***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 recorded net of cooperative advertising
      allowances, sales returns, sales discounts, and markdown allowances provided
      to
      our customers. Net sales in our retail segment are recognized at the time the
      customer takes possession of the merchandise at the point-of-sale in our stores
      and for our internet sales, net sales are recognized when the products are
      shipped and title passes to the customer.





*Cost
      of Sales* .
      We
      outsource all manufacturing of the products we sell and, 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 Expenses (SG&A).* Our
      SG&A includes 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. For more information, see notes
      to
      the condensed consolidated financial statements included elsewhere in this
      Quarterly Report on Form 10-Q.





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. 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. 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. Subsequent to the acquisition, sales of our
      shares have resulted in additional changes in control for the purpose of Section
      382; however, the annual limitation of our NOLs has not changed. At December
      30,
      2006, we had approximately $62.8 million of NOLs available for utilization
      in the years from 2007 through 2023.




13





**Results
      of Operations**





**Three
                  months ended****March
                  31, 2007**
              
              **April
                  1, 2006****OPERATING
                  DATA: (in millions)**Wholesale
                  sales
              
              $
              97.0
              
              $
              90.4Retail
                  sales
              
              
              10.2
              
              
              10.4Net
                  sales
              
              
              107.2
              
              
              100.8Cost
                  of sales
              
              
              68.3
              
              
              62.8Gross
                  profit
              
              
              38.9
              
              
              38.0Selling,
                  general and administrative expenses
              
              
              18.7
              
              
              25.3Operating
                  income
              
              $
              20.2
              
              $
              12.7
  **As
                  a percentage of net sales****Three
                  months ended****March
                  31, 2007**
              
              **April
                  1, 2006****OPERATING
                  DATA:**Wholesale
                  sales
              
              
              90.5
              %
              
              89.7
              %Retail
                  sales
              
              
              9.5
              
              
              10.3Net
                  sales
              
              
              100.0
              
              
              100.0Cost
                  of sales
              
              
              63.7
              
              
              62.3Gross
                  profit
              
              
              36.3
              
              
              37.7Selling,
                  general and administrative expenses
              
              
              17.5
              
              
              25.1Operating
                  income
              
              
              18.8
              %
              
              12.6
              %




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.




14





**Three
                  months ended****$**
              ****
              **%****March
                  31, 2007**
              
              **April
                  1, 2006**
              
              **change**
              
              **change****(in
                  millions)**Department
                  Stores andNational
                  Chain Stores
              
              $
              53.5
              
              $
              59.3
              
              $
              (5.8
              )
              
              -9.8
              %Mass
                  Merchants
              
              
              28.6
              
              
              19.1
              
              
              9.5
              
              
              49.7
              %Other
              
              
              14.9
              
              
              12.0
              
              
              2.9
              
              
              24.2
              %Total
                  Wholesale
              
              
              97.0
              
              
              90.4
              
              
              6.6
              
              
              7.3
              %Retail
              
              
              10.2
              
              
              10.4
              
              
              (0.2
              )
              
              -1.9
              %Total
                  Consolidated Net Sales
              
              $
              107.2
              
              $
              100.8
              
              $
              6.4
              
              
              6.3
              %


Our
      retail segment consists of outlet stores and internet sales. We had 76 outlet
      stores as of March 31, 2007 compared to 74 stores as of April 1, 2006. In
      addition, our mix of products sold between bras, shapewear, and panties in
      the
      wholesale segment for the three months ended March 31, 2007 and April 1, 2006,
      respectively, is summarized below:





**Three
                  months ended****March
                  31, 2007**
              
              **April
                  1, 2006**Bras
              
              
              75
              %
              
              66
              %Shapewear
              
              
              15
              %
              
              23
              %Panties
              
              
              10
              %
              
              11
              %100
              %
              
              100
              %


***Net
      Sales***




Consolidated
      net sales increased by $6.4 million, or 6.3%, from $100.8 million for the three
      months ended April 1, 2006 to $107.2 million for the three months ended March
      31, 2007.





Wholesale
      segment net sales increased by $6.6 million, or 7.3%, from $90.4 million for
      the
      three months ended April 1, 2006 to $97.0 million for the three months ended
      March 31, 2007. Total international sales, which are included in the wholesale
      segment, increased by $1.8 million, or 33.3%, from $5.4 million for the three
      months ended April 1, 2006 to $7.2 million for the three months ended March
      31,
      2007, primarily from strong sales from the successful launch of the Sweet
      Nothings ® brand in
      Mexico with one mass customer. We also gained sales momentum in countries such
      as the U.K., Russia and the Benelux countries. Our department stores and
      national chain stores channel net sales decreased by $5.8 million, or 9.8%,
      from
      $59.3 million for the three months ended April 1, 2006 to $53.5 million for
      the
      three months ended March 31, 2007. A key factor for this decrease was the higher
      sales of Flexees ® for the
      three months ended April 1, 2006 as one national chain store customer
      significantly replenished their inventory levels following our inventory
      shortage of this brand at the end of 2005. Additionally, in the first quarter
      of
      2006, we benefited from the intensification of our brands by a department store
      customer as they converted acquired doors. Our mass merchant channel net sales
      increased by $9.5 million, or 49.7%, from $19.1 million for the three months
      ended April 1, 2006 to $28.6 million for the three months ended March 31, 2007.
      Significant growth in this channel was driven by continued expansion of our
      Sweet Nothings® brand with one customer, particularly in full-figure bras,
      strapless bras and shapewear. Additionally, we reported strong sales from a
      warehouse customer due to a program that featured our Bodymates® products in a
      high traffic location. Other channel net sales, which include sales to specialty
      retailers, off-price retailers and licensing income, increased by $2.9 million,
      or 24.2%, from $12.0 million for the three months ended April 1, 2006 to $14.9
      million for the three months ended March 31, 2007. This increase was due to
      a
      program with a specialty retailer, higher sales from an off-price retailer
      and
      additional licensing income, which was partially offset by a decrease in
      liquidation sales.





Net
      sales
      in our retail segment decreased $0.2 million, or 1.9%, from $10.4 million for
      the three months ended April 1, 2006 to $10.2 million for the three months
      ended
      March 31, 2007. We had 76 outlet stores as of March 31, 2007 compared to 74
      outlet stores as of April 1, 2006. Same stores sales, defined as sales from
      stores open for more than one year, for the three-month period ended March
      31,
      2007 decreased 4.0%, due to reduced customer traffic in our outlet stores
      compared to the same period last year. Our internet sales increased by $0.2
      million, or 28.6%, from $0.7 million for the three months ended April 1, 2006
      to
      $0.9 million for the three months ended March 31, 2007.





15


***Gross
      Profit***




Consolidated
      gross profit increased by $0.9 million, or 2.4%, from $38.0 million for the
      three months ended April 1, 2006 to $38.9 million for the three months ended
      March 31, 2007. As a percentage of net sales, consolidated gross margins
      decreased by 140 basis points from 37.7% for the three months ended April 1,
      2006 to 36.3% for the three months ended March 31, 2007.





Gross
      profit as a percentage of sales for the wholesale segment decreased 120 basis
      points to 34.5% for the three months ended March 31, 2007 as compared to 35.7%
      for the three months ended April 1, 2006. The decrease of 120 basis points
      was
      driven by a shift in channel mix as mass merchant channel sales increased 49.7%
      and department stores and national chain stores channel net sales decreased
      9.8%
      and product mix within the channels.





Gross
      profit for the retail segment was 54.8% for the three months ended April 1,
      2006
      as compared to 52.9% for the three months ended March 31, 2007. This decrease
      in
      the retail segment for the three months ended March 31, 2007 was largely driven
      by a change in overall product mix.





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




Consolidated
      SG&A decreased by $6.6 million, or 26.1%, from $25.3 million for the three
      months ended April 1, 2006 to $18.7 million for the three months ended March
      31,
      2007. As a percentage of net sales, SG&A decreased from 25.1% for the three
      months ended April 1, 2006 to 17.5% for the three months ended March 31, 2007.
      Consolidated SG&A for the three months ended March 31, 2007 included a
      non-cash pension curtailment gain of $6.1 million as discussed
      below.





SG&A
      for our wholesale segment, which includes corporate-related expenses and the
      pension curtailment gain, decreased by $6.7 million, or 35.4%, from $18.9
      million for the three months ended April 1, 2006 to $12.2 million for the three
      months ended March 31, 2007. As a percentage of net sales, wholesale segment
      SG&A decreased from 20.9% for the three months ended April 1, 2006 to 12.6%
      for the three months ended March 31, 2007. Our pension plan was frozen effective
      January 1, 2007 for current employee participants and closed to new entrants.
      In
      connection with this freeze, we recognized a non-cash curtailment gain of $6.1
      million for the three months ended March 31, 2007, reported in our wholesale
      segment SG&A. Wholesale segment SG&A, excluding this curtailment gain,
      decreased $0.6 million, or 3.2%, to $18.3 million for the three months ended
      March 31, 2007. As a percentage of net sales and excluding this curtailment
      gain, wholesale segment SG&A was 18.9% for the three months ended March 31,
      2007 compared to 20.9% for the three months ended April 1, 2006. The decrease
      of
      $0.6 million is a result of decreased payroll benefits of $0.7 million,
      primarily from a reduction in pension benefit expense associated with the
      pension plan freeze, and decreased professional fees of $0.3 million. Partially
      offsetting these decreases was an increase in other expenses of $0.4 million.





Retail
      SG&A increased slightly by $0.1 million, or 1.6%, from $6.4 million for the
      three months ended April 1, 2006 to $6.5 million for the three months ended
      March 31, 2007.




***Operating
      Income***




Our
      consolidated operating income increased by $7.5 million, or 59.1%, from $12.7
      million for the three months ended April 1, 2006 to $20.2 million for the three
      months ended March 31, 2007. Excluding the curtailment gain mentioned above,
      operating income for the three months ended March 31, 2007 increased $1.4
      million, or 11.0%, to $14.1 million.




For
      the
      foregoing reasons, operating income for the wholesale segment increased by
      $7.9
      million, or 59.0%, from $13.4 million for the three months ended April 1, 2006
      to $21.3 million for the three months ended March 31, 2007. Excluding the
      curtailment gain mentioned above, operating income for the three months ended
      March 31, 2007 increased $1.8 million, or 13.4%, to $15.2 million.





Also,
      for
      the reasons discussed above, operating income for the retail segment decreased
      by $0.4 million, or 57.1%, from a loss of $0.7 million for the three months
      ended April 1, 2006 to a loss of $1.1 million for the three months ended March
      31, 2007.




16




***Interest
      Expense, Net***




Interest
      expense, net decreased by $0.1 million, or 4.8%, from $2.1 million for the
      three
      months ended April 1, 2006 to $2.0 million for the three months ended March
      31,
      2007. This decrease was primarily the result of lower average debt outstanding,
      which was partially offset by higher average interest rates. The average balance
      of total debt outstanding decreased from $137.4 million for the three months
      ended April 1, 2006 to $110.0 million for the three months ended March 31,
      2007,
      and the average interest rate during the three months ended April 1, 2006 was
      6.0% as compared to a 6.8% average interest rate during the three months ended
      March 31, 2007.





***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 (such changes would generally be recorded discretely in
      the
      quarter in which they occurred); changes to actual or forecasted permanent
      book
      to tax differences; impacts from future tax settlements with state, federal
      or
      foreign tax authorities (such changes would generally be recorded discretely
      in
      the quarter in which they occurred); or impacts from tax law changes (to the
      extent such changes effect our deferred tax assets/liabilities, these changes
      would generally be recorded discretely in the quarter in which they occurred).
      Our effective income tax rate for the three-month period ended March 31, 2007
      was 41.7% as compared to an effective income tax rate for the three-month period
      ended April 1, 2006 of 41.0%. This increase in the effective income tax rate
      was
      primarily a result of the adoption of Financial Accounting Standards Board
      (FASB) Interpretation No. 48 (FIN No. 48), “Accounting for Uncertainty in Income
      Taxes.”





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 lower
      than our effective income tax rate.





***Net
      Income***




For
      the
      foregoing reasons, our net income increased by $4.4 million from $6.2 million
      for the three months ended April 1, 2006 to $10.6 million for the three months
      ended March 31, 2007. Excluding the curtailment gain mentioned above, net income
      for the three months ended March 31, 2007 increased $0.8 million, or 12.9%,
      to
      $7.0 million.




**Liquidity
      and Capital Resources**




*Operating
      activities.* Cash
      flows used in operating activities were $7.4 million in the three months ended
      March 31, 2007 compared to cash used in operating activities of $11.0 million
      for the three months ended April 1, 2006. This increase was primarily driven
      by
      changes in working capital. Accounts receivable for the three months ended
      March
      31, 2007 increased $19.0 million compared to an increase of $27.9 million for
      the three months ended April 1, 2006 and was a result of the timing of cash
      collections and higher wholesale net sales. Inventories for the three months
      ended March 31, 2007 increased $8.9 million compared to an increase of $1.3
      million for the three months ended April 1, 2006. The increase in inventory
      at
      March 31, 2007 was a result of several factors including, among other things,
      higher sales volume and an emphasis on higher safety stocks for improved order
      fulfillment for our customers and to meet ongoing sales demand of our products.
      Inventory at March 31, 2007 rose to $55.8 million from $36.5 million at April
      1,
      2006 and from $46.9 million at December 30, 2006.




*Investing
      activities.* Cash
      flows used in investing activities were $1.0 million in the three months ended
      March 31, 2007 compared to $0.5 million cash flows used in investing activities
      in the three months ended April 1, 2006. Capital expenditures for the three
      months ended March 31, 2007 increased by $0.5 million when compared to the
      three
      months ended April 1, 2006 due primarily to information technology
      upgrades.





*Financing
      activities.* Cash
      flows provided by financing activities were $0.1 million in the three months
      ended March 31, 2007 compared to cash flows used in financing activities of
      $8.3
      million in the three months ended April 1, 2006. The increase in cash provided
      by financing activities is primarily due to voluntary prepayments of our long
      term debt outstanding totaling $4.0 million during the three-month period ended
      April 1, 2006 and the repurchase of common stock for treasury stock as part
      of
      our $20 million stock repurchase program totaling $4.0 million for the same
      period.





17


At
      March
      31, 2007, we had $110.0 million outstanding under our credit facility. At March
      31, 2007, approximately $47.7 million was available for borrowings under the
      revolving facility, after giving effect to $2.3 million of outstanding letters
      of credit.  We
      use
      the letters of credit as collateral for our workers’ compensation insurance
      programs and bonds issued on our behalf to secure our obligation to pay customs
      duties. We were in compliance with all debt covenants at March 31, 2007. At
      March 31, 2007, we had a debt to earnings before interest, taxes, depreciation
      and amortization (EBITDA) ratio of 1.63 to 1. If we maintain our ratio of debt
      to EBITDA below 2.5 to 1.0 at December 29, 2007, we will have no mandatory
      excess cash flow payment for 2007.





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, Commitments and Off-Balance Sheet
      Arrangements**




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. 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 March 31, 2007 and the future periods in which such
      obligations are expected to be settled in cash. In addition, the table below
      reflects the timing of principal payments on outstanding borrowings.




**Balance
                  of****fiscal**
              
              **In
                  fiscal**
              
              **In
                  fiscal**
              
              **In
                  fiscal**
              
              **In
                  fiscal****(in
                  millions)**
              
              **2007**
              
              **2008**
              
              **2009**
              
              **2010**
              
              **2011**
              
              **Thereafter**
              
              **Total**Long-term
                  debt (1)
              
              $
              -
              
              $
              -
              
              $
              12.6
              
              $
              97.4
              
              $
              -
              
              $
              -
              
              $
              110.0Interest
                  on long-term debt (2)
              
              
              5.5
              
              
              7.4
              
              
              7.4
              
              
              3.2
              
              
              -
              
              
              -
              
              
              23.5Obligations
                  under capital lease (3)
              
              
              0.1
              
              
              0.1
              
              
              0.1
              
              
              -
              
              
              -
              
              
              -
              
              
              0.3Operating
                  leases
              
              
              4.0
              
              
              6.0
              
              
              4.3
              
              
              3.3
              
              
              2.7
              
              
              10.7
              
              
              31.0Total
                  financial obligations
              
              
              9.6
              
              
              13.5
              
              
              24.4
              
              
              103.9
              
              
              2.7
              
              
              10.7
              
              
              164.8Purchase
                  obligations (4)
              
              
              77.9
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              77.9Total
                  financial obligations and commitments
              
              $
              87.5
              
              $
              13.5
              
              $
              24.4
              
              $
              103.9
              
              $
              2.7
              
              $
              10.7
              
              $
              242.7




*(1)
      For the years 2007 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.*


*(2)
      The interest rate for the variable portion of long-term debt was the rate in
      effect at March 31, 2007.*


*(3)
      Includes amounts classified as interest.*


*(4)
      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.





Effective
      at the beginning of the first quarter of 2007, we adopted FIN No. 48 as
      described in Note 6 to the condensed consolidated financial statements. As
      of
      December 31, 2006 and March 31, 2007, our total liabilities for unrecognized
      tax
      benefits amounted to $5.4 million and $5.5 million, respectively. We cannot
      make
      a reasonable estimate of the amount and period of related future payments of
      our
      FIN No. 48 liabilities.




*Off-Balance
      Sheet Arrangements.* Our
      most
      significant off-balance sheet financing arrangements as of March 31, 2007 are
      non-cancelable operating lease agreements, primarily for
      our
      company-operated outlet stores, our new company headquarters and our warehouse
      distribution center in Ireland. We do not participate in any off-balance sheet arrangements involving unconsolidated
      subsidiaries that provide financing or potentially expose us to unrecorded
      financial obligations.


18


**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 30, 2006.





**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 March 31, 2007, $6.6 million of our total net sales
      were
      in currencies other than the U.S. dollar. During the three months ended March
      31, 2007, our net sales were favorably impacted by $0.3 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 March 31, 2007, our debt portfolio was composed
      of
      variable-rate debt of which we hedge approximately 27% 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
      prospective basis, fluctuations in crude oil prices or petroleum based product
      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.




19


**Item
      4. Controls and Procedures**





*(a) Evaluation
      of Disclosure Controls and Procedures.*




Our
      management, with the participation of our Chief Executive Officer and Chief
      Financial Officer, has evaluated the effectiveness of our disclosure controls
      and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated
      under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as
      of the end of the period covered by this report. Based on that evaluation,
      our
      Chief Executive Officer and Chief Financial Officer have concluded that, as
      of
      such date, our disclosure controls and procedures were effective as of
      March 31, 2007 to reasonably ensure that the 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 SEC 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.





*(b) Changes
      in Internal Controls over Financial Reporting.*




There
      was
      no change in our internal controls over financial reporting (as defined in
      Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act)
      during our fiscal quarter ending March 31, 2007 indentified in connection
      with the evaluation thereof by our management, including our Chief Executive
      Officer and Chief Financial Officer, that has materially affected, or is
      reasonably likely to materially affect, our internal control over financial
      reporting.




20




**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. While it is possible that our cash flows and results of
      operations in a particular quarter or year could be materially affected, it
      is
      our opinion that these matters will not have a material impact on our
      consolidated financial position, or ongoing results of operations and 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; 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 13, 2007.




There
      are
      no material changes to the risk factors described in the Form 10-K, filed on
      March 13, 2007.




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





(a)
      None.


(b)
      None.


(c)
      None





**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




21


**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 9, 2007
            By:
            /s/
                Dorvin D. LivelyName:
                Dorvin D. LivelyTitle:  
                Executive
                Vice President and Chief Financial Officer
              (principal
                financial and accounting
                officer)






22


**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





23