**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 June 28, 2008**





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.)





**485F
      US Hwy 1 South, Iselin, NJ 08830**


(Address
      of principal executive offices) (Zip Code)





**(732)
      621-2500**


(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, a non-accelerated filer, or a smaller reporting company.
      See
      definition of “accelerated filer”, “large accelerated filer” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act.


Large
                  accelerated filer o
              Accelerated
                  filer x
              Non-accelerated
                  filer o
              Smaller
                  reporting company o(Do
                  not check if smallerreporting
                  company)





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
      August 1, 2008, there were 22,503,055 shares of the registrant’s common stock,
      par value $0.01 per share, outstanding.







**INDEX**





**PAGE****PART
                I - FINANCIAL INFORMATION**Item
                1. Financial Statements (Unaudited)Condensed
                Consolidated Balance Sheets at June 28, 2008 and December 29, 2007
            2Condensed
                Consolidated Statements of Income for the Three and Six Months Ended
                June
                28, 2008 and June 30, 2007
            3Condensed
                Consolidated Statements of Cash Flows for the Six Months Ended June
                28,
                2008 and June 30, 2007
            4Notes
                to the Condensed Consolidated Financial Statements
            5Item
                2. Management’s Discussion and Analysis of Financial Condition and Results
                of Operations
            12Item
                3. Quantitative and Qualitative Disclosures About Market
                Risk
            21Item
                4. Controls and Procedures
            22**PART
                II - OTHER INFORMATION**Item1.
                Legal Proceedings
            23Item1A.
                Risk Factors
            23Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            23Item
                3. Defaults Upon Senior Securities
            23Item
                4. Submission of Matters to a Vote of Security
                Holders
            23Item
                5. Other Information
            24Item
                6. Exhibits
            24




1




**PART
      I - FINANCIAL INFORMATION**





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





**MAIDENFORM
                BRANDS, INC. AND SUBSIDIARIES****CONDENSED
                CONSOLIDATED BALANCE SHEETS*****(in
                thousands, except share and per share
                amounts)******(unaudited)***


**June 28, 2008**
              
              **December 29, 2007****Assets**Current
                  assetsCash
                  and cash equivalents
              
              $
              15,282
              
              $
              16,602Accounts
                  receivable, net
              
              
              58,441
              
              
              45,775Inventories
              
              
              65,859
              
              
              69,041Deferred
                  income taxes
              
              
              11,016
              
              
              11,015Prepaid
                  expenses and other current assets
              
              
              10,632
              
              
              7,497Total
                  current assets
              
              
              161,230
              
              
              149,930Property,
                  plant and equipment, net
              
              
              19,000
              
              
              19,992Goodwill
              
              
              7,884
              
              
              7,884Intangible
                  assets, net
              
              
              97,937
              
              
              98,518Other
                  non-current assets
              
              
              3,497
              
              
              3,327Total
                  assets
              
              $
              289,548
              
              $
              279,651**Liabilities
                  and stockholders’ equity**Current
                  liabilitiesCurrent
                  portion of long-term debt
              
              $
              1,100
              
              $
              1,100Accounts
                  payable
              
              
              32,128
              
              
              36,022Accrued
                  expenses and other current liabilities
              
              
              19,810
              
              
              21,620Total
                  current liabilities
              
              
              53,038
              
              
              58,742Long-term
                  debt
              
              
              88,075
              
              
              88,625Deferred
                  income taxes
              
              
              23,097
              
              
              21,718Other
                  non-current liabilities
              
              
              11,355
              
              
              10,949Total
                  liabilities
              
              
              175,565
              
              
              180,034Commitments
                  and contingencies (Note 10)Stockholders’
                  equityPreferred
                  stock - $0.01 par value; 10,000,000 shares authorized and none
                  issued and
                  outstanding
              
              
              -
              
              
              -Common
                  stock - $0.01 par value; 100,000,000 shares authorized; 23,488,357
                  shares
                  issued and 22,386,527 outstanding at June 28, 2008 and 23,488,357
                  shares
                  issued and 22,357,292 outstanding at December 29, 2007
              
              
              235
              
              
              235Additional
                  paid-in capital
              
              
              61,162
              
              
              60,919Retained
                  earnings
              
              
              67,372
              
              
              53,526Accumulated
                  other comprehensive income
              
              
              739
              
              
              872Treasury
                  stock, at cost (1,101,830 shares at June 28, 2008 and 1,131,065
                  shares at
                  December 29, 2007)
              
              
              (15,525
              )
              
              (15,935
              )Total
                  stockholders’ equity
              
              
              113,983
              
              
              99,617Total
                  liabilities and stockholders’ equity
              
              $
              289,548
              
              $
              279,651





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**
            
            **Six months ended****June 28, 2008**
            
            **June 30, 2007**
            
            **June 28, 2008**
            
            **June 30, 2007**Net
                sales
            
            $
            108,063
            
            $
            118,960
            
            $
            206,169
            
            $
            226,193Cost
                of sales
            
            
            66,253
            
            
            71,394
            
            
            126,393
            
            
            139,755Gross
                profit
            
            
            41,810
            
            
            47,566
            
            
            79,776
            
            
            86,438Selling,
                    general and administrative expenses
            
            
            27,292
            
            
            27,063
            
            
            53,695
            
            
            45,739Operating
                income
            
            
            14,518
            
            
            20,503
            
            
            26,081
            
            
            40,699Interest
                expense, net
            
            
            1,131
            
            
            4,246
            
            
            2,312
            
            
            6,267Income
                before provision for income taxes
            
            
            13,387
            
            
            16,257
            
            
            23,769
            
            
            34,432Income
                tax expense
            
            
            5,580
            
            
            6,775
            
            
            9,923
            
            
            14,358Net
                income
            
            $
            7,807
            
            $
            9,482
            
            $
            13,846
            
            $
            20,074Basic
                earnings per common share
            
            $
            0.35
            
            $
            0.41
            
            $
            0.62
            
            $
            0.87Diluted
                earnings per common share
            
            $
            0.33
            
            $
            0.39
            
            $
            0.59
            
            $
            0.83Basic
                    weighted average number of shares
                    outstanding
            
            
            22,372,764
            
            
            23,014,893
            
            
            22,365,492
            
            
            22,996,174Diluted
                    weighted average number of shares
                    outstanding
            
            
            23,446,634
            
            
            24,196,358
            
            
            23,434,416
            
            
            24,170,707




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)***


**Six
                  months ended****June
                  28, 2008**
              
              **June
                  30, 2007****Cash
                  flows from operating activities**Net
                  income
              
              $
              13,846
              
              $
              20,074Adjustments
                  to reconcile net income to net cash from operating
                  activitiesDepreciation
                  and amortization
              
              
              1,800
              
              
              1,453Amortization
                  of intangible assets
              
              
              581
              
              
              581Amortization
                  of deferred financing costs
              
              
              93
              
              
              2,787Stock-based
                  compensation
              
              
              682
              
              
              1,048Deferred
                  income taxes
              
              
              1,378
              
              
              3,764Excess
                  tax benefits related to stock-based compensation
              
              
              (13
              )
              
              (514
              )Pension
                  plan curtailment gain
              
              
              -
              
              
              (6,099
              )Net
                  changes in operating assets and liabilitiesAccounts
                  receivable
              
              
              (12,666
              )
              
              (18,126
              )Inventories
              
              
              3,182
              
              
              (8,379
              )Prepaid
                  expenses and other current and non-current assets
              
              
              112
              
              
              (463
              )Accounts
                  payable
              
              
              (3,894
              )
              
              12,774Accrued
                  expenses and other current and non-current liabilities
              
              
              (2,159
              )
              
              3,722Income
                  taxes payable
              
              
              (2,688
              )
              
              408Net
                  cash from operating activities
              
              
              254
              
              
              13,030**Cash
                  flows from investing activities**Capital
                  expenditures
              
              
              (808
              )
              
              (2,313
              )Net
                  cash from investing activities
              
              
              (808
              )
              
              (2,313
              )**Cash
                  flows from financing activities**Term
                  loan borrowings
              
              
              -
              
              
              100,000Term
                  loan repayments
              
              
              (550
              )
              
              (110,000
              )Borrowings
                  under revolving loan
              
              
              -
              
              
              5,000Repayments
                  under revolving loan
              
              
              -
              
              
              (5,000
              )Proceeds
                  from stock options exercised
              
              
              31
              
              
              338Excess
                  tax benefits related to stock-based compensation
              
              
              13
              
              
              514Payments
                  of employee withholding taxes related to equity awards
              
              
              (73
              )
              
              -Payments
                  of capital lease obligations
              
              
              (54
              )
              
              (50
              )Deferred
                  financing costs
              
              
              -
              
              
              (1,068
              )Net
                  cash from financing activities
              
              
              (633
              )
              
              (10,266
              )Effects
                  of exchange rate changes on cash
              
              
              (133
              )
              
              185Net
                  (decrease) increase in cash
              
              
              (1,320
              )
              
              636**Cash
                  and cash equivalents**Beginning
                  of period
              
              
              16,602
              
              
              14,617End
                  of period
              
              $
              15,282
              
              $
              15,253**Supplementary
                  disclosure of cash flow information**Cash
                  paid during the periodInterest
              
              $
              2,471
              
              $
              4,179Income
                  taxes
              
              $
              10,946
              
              $
              9,139**Supplemental
                  schedule of non-cash investing and financing
                  activities**Equipment
                  acquired with capital lease obligations
              
              $
              -
              
              $
              470





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, foreign distributors and licensing income).
      In
      addition, we operated 77 retail outlet stores as of June 28, 2008 and June
      30,
      2007, 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
      June
      28, 2008, the results of our operations for the three and six-month periods
      ended June 28, 2008 and June 30, 2007, and cash flows for the six months ended
      June 28, 2008 and June 30, 2007. These adjustments consist of normal recurring
      adjustments. Operating results for the three and six-month periods ended June
      28, 2008 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 29, 2007 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
      29,
      2007.





**2.**  **DEBT**





**June 28, 2008**
            
            **December 29, 2007****Long-term
                debt**Term
                loan facility
            
            $
            89,175
            
            $
            89,725Current
                maturities of long-term debt
            
            
            1,100
            
            
            1,100Non-current
                portion of long-term debt
            
            $
            88,075
            
            $
            88,625





At
      June
      28, 2008, we had $89,175 outstanding under our term loan, and $0 outstanding
      with approximately $48,145 available for borrowings under our revolving loan,
      after giving effect to $1,855 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.
      Principal payments on the term loan are payable in quarterly installments of
      $275 with all remaining amounts due on the maturity date. We are permitted
      to
      voluntarily prepay all or part of the principal balance of the term loan with
      such prepayments applied to scheduled principal payments in inverse order of
      their maturity. In addition, subject to specified exceptions and limitations
      and
      reinvesting options, partial prepayments of outstanding loans may be required
      with the proceeds of asset sales, sales of equity and debt securities, and
      with
      certain insurance and condemnation proceeds.





Payments
      due on long-term debt during each of the five years subsequent to June 28,
      2008,
      are as follows:





Balance
                of fiscal 2008
            
            $
            550In
                fiscal 2009
            
            
            1,100In
                fiscal 2010
            
            
            1,100In
                fiscal 2011
            
            
            1,100In
                fiscal 2012
            
            
            1,100Thereafter
            
            
            84,225





5


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


**3.**  **FAIR
      VALUE MEASUREMENTS**





In
      September 2006, the Financial Accounting Standards Board (FASB) issued Statement
      of Financial Accounting Standards (SFAS) No. 157, "Fair Value Measurements"
      (SFAS No. 157), which defines fair value, establishes a framework for measuring
      fair value, and expands disclosures about fair value measurements. In February
      2008, the FASB issued FASB Staff Position (FSP) No. 157-1, “Application of FASB
      Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements
      That Address Fair Value Measurements for Purposes of Lease Classification or
      Measurement under Statement 13” (FSP No. 157-1) and FSP No. 157-2, “Effective
      Date of FASB Statement No. 157” (FSP No. 157-2). FSP No. 157-1 amends SFAS No.
      157 to remove certain leasing transactions from its scope. FSP No. 157-2 allows
      a one-year deferral of adoption of SFAS No. 157 for nonfinancial assets and
      nonfinancial liabilities that are recognized or disclosed at fair value in
      the
      financial statements on a nonrecurring basis. This FSP defers the effective
      date
      of SFAS No. 157 to fiscal years beginning after November 15, 2008 for items
      within the scope of FSP No. 157-2.





Effective
      December 30, 2007, we adopted SFAS No. 157. The fair value hierarchy for
      disclosure of fair value measurements under SFAS No. 157 is as
      follows:





Level
      1 -
      Quoted prices in active markets for identical assets or liabilities


Level
      2 -
      Quoted prices for similar assets and liabilities in active markets or
      significant inputs that are observable


Level
      3 -
      Significant inputs that are unobservable (for example cash flow modeling inputs
      based on assumptions)





The
      following table summarizes liabilities measured at fair value on a recurring
      basis at June 28, 2008, as required by SFAS No. 157:





**Level
                1**
            
            **Level
                2**
            
            **Level
                3****Liabilities**Interest
                rate swap
            
            $
            -
            
            $
            628
            
            $
            -








Effective
      July 30, 2007, we entered into an interest rate swap agreement to receive
      floating interest and pay fixed interest. This interest rate swap agreement
      is
      designated as a cash flow hedge of the variable interest payments on a portion
      of our variable rate term loan debt. The interest rate swap agreement matures
      on
      December 31, 2009. As of June 28, 2008, $40,000 of our outstanding term loan
      debt was hedged under this agreement.





The
      fair
      value is determined using inputs that use as their basis readily observable
      market data that are actively quoted and can be validated through external
      sources.








**4.**  **BENEFIT
      PLANS AND POSTRETIREMENT PLANS**




We
      sponsor a defined benefit pension plan covering substantially all eligible
      employees not covered by 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 non-cash curtailment
      gain. If we choose to terminate the pension plan, we 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.




6




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




The
      components of net periodic benefit income charged to operations are as
      follows:





**Three
                months ended**
            
            **Six
                months ended****June
                28, 2008**
            
            **June
                30, 2007**
            
            **June
                28, 2008**
            
            **June
                30, 2007**Interest
                cost
            
            $
            277
            
            $
            272
            
            $
            554
            
            $
            544Expected
                return on plan assets
            
            
            (413
            )
            
            (381
            )
            
            (826
            )
            
            (762
            )Net
                periodic benefit income
            
            
            (136
            )
            
            (109
            )
            
            (272
            )
            
            (218
            )Curtailment
                gain
            
            
            -
            
            
            -
            
            
            -
            
            
            (6,099
            )Total
            
            $
            (136
            )
            $
            (109
            )
            $
            (272
            )
            $
            (6,317
            )





**5.**  **STOCKHOLDERS’
      EQUITY**




**Common****stock**
              
              **Treasury****stock**
              
              **Additional**
                **paid-in**
              
              **Retained**
              
              **Accumulated**
                **other**
                **comprehensive**
              
              **Total**
                **stockholders'****Shares**
              
              **$**
              
              **Shares**
              
              **$**
              
              **capital**
              
              **earnings**
              
              **income**
              
              **equity****Balance
                  at December 29, 2007**
              
              
              23,488,357
              
              $
              235
              
              
              (1,131,065
              )
              $
              (15,935
              )
              $
              60,919
              
              $
              53,526
              
              $
              872
              
              $
              99,617Stock-based
                  compensation
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              682
              
              
              
              
              
              
              
              
              682Equity
                  award activity
              
              
              
              
              
              
              
              
              29,235
              
              
              410
              
              
              (439
              )
              
              
              
              
              
              
              
              (29
              )**Comprehensive
                  income**Net
                  income
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              13,846
              
              
              
              
              
              13,846Changes
                during the period
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (133
              )
              
              (133
              )Total
                  comprehensive income
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              13,713**Balance
                  at June 28, 2008**
              
              
              23,488,357
              
              $
              235
              
              
              (1,101,830
              )
              $
              (15,525
              )
              $
              61,162
              
              $
              67,372
              
              $
              739
              
              $
              113,983





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




The
      changes in comprehensive income are as follows:




**Six
                months ended****June
                28, 2008**
            
            **June
                30, 2007**Net
                income
            
            $
            13,846
            
            $
            20,074Foreign
                currency translation adjustments (a)
            
            
            (132
            )
            
            185Pension
                plan curtailment, net of tax
            
            
            -
            
            
            146Interest
                rate swap, net of tax
            
            
            (1
            )
            
            (153
            )Comprehensive
                income
            
            $
            13,713
            
            $
            20,252




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




7




**MAIDENFORM
      BRANDS, INC. AND SUBSIDIARIES**


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


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


***(unaudited)***





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





We
      review
      our annual effective tax rate on a quarterly basis and we make necessary changes
      if information or events warrant such changes. The annual effective tax rate
      is
      forecasted quarterly using actual historical information and forward-looking
      estimates. The estimated annual effective tax rate may fluctuate due to changes
      in forecasted annual operating income; changes to the valuation allowance for
      deferred tax assets (such changes would 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 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 and six-month
      periods ended June 28, 2008 was 41.7% as compared to an effective income tax
      rate for the three and six-month periods ended June 30, 2007 of
      41.7%.





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




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




8


**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**
            
            **Six
                months ended****June
                28, 2008**
            
            **June
                30, 2007**
            
            **June
                28, 2008**
            
            **June
                30, 2007**Net
                salesWholesale
            
            $
            93,548
            
            $
            105,152
            
            $
            180,173
            
            $
            202,158Retail
            
            
            14,515
            
            
            13,808
            
            
            25,996
            
            
            24,035Total
            
            $
            108,063
            
            $
            118,960
            
            $
            206,169
            
            $
            226,193Operating
                incomeWholesale
            
            $
            13,252
            
            $
            19,403
            
            $
            25,344
            
            $
            40,716Retail
            
            
            1,266
            
            
            1,100
            
            
            737
            
            
            (17
            )Operating
                income
            
            
            14,518
            
            
            20,503
            
            
            26,081
            
            
            40,699Interest
                expense, net
            
            
            1,131
            
            
            4,246
            
            
            2,312
            
            
            6,267Income
                before provisionfor
                income taxes
            
            $
            13,387
            
            $
            16,257
            
            $
            23,769
            
            $
            34,432Depreciation
                and amortizationWholesale
            
            $
            836
            
            $
            671
            
            $
            1,726
            
            $
            1,315Retail
            
            
            322
            
            
            356
            
            
            655
            
            
            719Total
            
            $
            1,158
            
            $
            1,027
            
            $
            2,381
            
            $
            2,034Net
                sales by geographic areaUnited
                States
            
            $
            97,424
            
            $
            108,621
            
            $
            187,561
            
            $
            208,670International
                (a)
            
            
            10,639
            
            
            10,339
            
            
            18,608
            
            
            17,523Total
            
            $
            108,063
            
            $
            118,960
            
            $
            206,169
            
            $
            226,193Intercompany
                sales from Wholesale to Retail
            
            $
            3,126
            
            $
            3,566
            
            $
            5,911
            
            $
            6,140**June 28, 2008**
            
            
            **December 29, 2007**Identifiable
                assetsWholesale
            
            $
            263,013
            
            $
            253,160Retail
            
            
            26,535
            
            
            26,491Total
            
            $
            289,548
            
            $
            279,651





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





At
      June
      28, 2008 and December 29, 2007, our five largest uncollaterized receivables
      represented approximately 62% and 63% of total accounts receivable,
      respectively.


9


**MAIDENFORM
      BRANDS, INC. AND SUBSIDIARIES**


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


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


***(unaudited)***





For
      the
      three and six-month periods ended June 28, 2008, three customers in the
      Wholesale segment each accounted for more than 10% of our consolidated net
      sales
      as compared to four customers in the Wholesale segment for the three and
      six-month periods ended June 30, 2007.




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




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




**Three
                months ended**
            
            **Six
                months ended****June
                28, 2008**
            
            **June
                30, 2007**
            
            **June
                28, 2008**
            
            **June
                30, 2007**Net
                income
            
            $
            7,807
            
            $
            9,482
            
            $
            13,846
            
            $
            20,074Weighted
                average number of common and common equivalent shares
                outstanding:Basic
                number of common shares outstanding
            
            
            22,372,764
            
            
            23,014,893
            
            
            22,365,492
            
            
            22,996,174Impact
                of dilutive securities
            
            
            1,073,870
            
            
            1,181,465
            
            
            1,068,924
            
            
            1,174,533Dilutive
                number of common and common equivalent shares outstanding
            
            
            23,446,634
            
            
            24,196,358
            
            
            23,434,416
            
            
            24,170,707Basic
                earnings per common share
            
            $
            0.35
            
            $
            0.41
            
            $
            0.62
            
            $
            0.87Diluted
                earnings per common share
            
            $
            0.33
            
            $
            0.39
            
            $
            0.59
            
            $
            0.83





For
      the
      three and six-month periods ended June 28, 2008, approximately 533,000 and
      572,000 equity awards, respectively, were not included in the computation of
      diluted earnings per share because the exercise prices of the awards were
      greater than the average market price of the shares of common
      stock.





For
      the
      three and six-month periods ended June 28, 2008, approximately 13,000 and
      18,000, respectively, equity awards were not included in the computation of
      diluted earnings per share because of their anti-dilutive effect.





For
      the
      three and six-month periods ended June 30, 2007, the anti-dilutive effects
      of
      equity awards that were excluded from the calculation of diluted earnings per
      share were not material.





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




**Purchase
      commitments**




In
      the
      normal course of business, we enter into purchase commitments for both finished
      goods and raw materials. At June 28, 2008, we had purchase commitments of
      $63,409 and believe that we have adequate reserves for expected losses arising
      from all purchase commitments.





**Litigation**





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




10


**MAIDENFORM
      BRANDS, INC. AND SUBSIDIARIES**


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


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


***(unaudited)***





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





**June 28, 2008**
            
            **December 29, 2007**Accrued
                wages, incentive compensation, payroll taxes and related
                benefits
            
            $
            6,843
            
            $
            9,868Accrued
                professional fees
            
            
            1,839
            
            
            1,242Federal,
                state and local taxes payable
            
            
            -
            
            
            27Accrued
                customs duty
            
            
            2,645
            
            
            3,132Accrued
                other
            
            
            8,483
            
            
            7,351$
            19,810
            
            $
            21,620





Other
      accrued expenses and current liabilities include, among other items, accrued
      interest, inventory return accrual, severance and accrued freight.





**12.**  **RECENTLY
      ISSUED ACCOUNTING STANDARDS**





In
      February 2008, the FASB issued FSP No. 157-2, which delays the effective date
      of
      SFAS No. 157 for nonfinancial assets and nonfinancial liabilities, except for
      items that are recognized or disclosed at fair value in the financial statements
      on a recurring basis (at least annually). Nonfinancial assets and nonfinancial
      liabilities would include all assets and liabilities other than those meeting
      the definition of a financial asset or financial liability as defined in
      paragraph 6 of SFAS No. 159, "The Fair Value Option for Financial Assets and
      Financial Liabilities." FSP No. 157-2 defers the effective date of SFAS No.
      157
      to fiscal years beginning after November 15, 2008, and interim periods within
      those fiscal years for items within the scope of FSP No. 157-2. We are currently
      evaluating the impact, if any, that FSP No. 157-2 will have on our consolidated
      statements of financial position, results of operations and cash
      flows.





In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities, Including an Amendment of SFAS
      No.
      115”. SFAS No. 159 permits companies to choose to measure many financial
      instruments and certain other items at fair value. It also establishes
      presentation and disclosure requirements designed to facilitate comparisons
      between companies that choose different measurement attributes for similar
      types
      of assets and liabilities. SFAS No. 159 requires companies to provide additional
      information that will help investors and other users of financial statements
      to
      more easily understand the effect of a company’s choice to use fair value on its
      earnings. It also requires entities to display the fair value of those assets
      and liabilities for which a company has chosen to use fair value on the face
      of
      the balance sheet. We adopted this statement as of December 30, 2007 and elected
      not to apply the fair value option to any of our financial
      instruments.





In
      March
      2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments
      and Hedging Activities". SFAS No. 161 enhances the disclosure requirements
      for
      derivative instruments and hedging activities. This Standard is effective
      beginning in our 2009 fiscal year. Since SFAS No. 161 requires only additional
      disclosures concerning derivatives and hedging activities, adoption of SFAS
      No.
      161 will not affect our consolidated statements of financial position, results
      of operations or cash flows.




11




**Item
      2. Management’s Discussion and Analysis of Financial Condition 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, foreign
      distributors 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. Our Maidenform ® , ** Flexees ® ,
      Lilyette ® ,
      Control
      It TM ,
      Rendezvous ® ,
      Subtract ® ,  Luleh TM and
      private brands are sold in department stores and national chain stores. Our
      Sweet Nothings ® ,
      Bodymates ® ,
      Self
      Expressions ® ,
      Inspirations TM ,
      as well
      as private brands are distributed through mass merchants. These other brands
      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, including general macro-economic conditions that may
      affect our customers and 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 brought
      about by the 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®,
                  Lilyette®,Control
                  ItTM,
                  LulehTM,
                  Rendezvous®,
                  Subtract®and private brands;


•
            adding
                new higher end distribution with our new women’s intimate apparel license
                with Donna Karan International that will commence in
                2009;


•
            increasing
                our presence in the mass merchant channel through the use of our
                Sweet
                Nothings®,
                Bodymates®,
                Self Expressions®,
                InspirationsTM,
                private brands and other brands for new
                customers;


•
            expanding
                our international presence;


•
            being
                a marketer rather than a manufacturer of our
                brands;


•
            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.




12


*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 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 these 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. We have customers located
      outside the United States that purchase our Maidenform ® ,
      Flexees ® and
      Lilyette ® brands.
      The majority of these net sales are included in the department stores and
      national chain stores channel. Commencing 2009, we expect to add new customers
      within this channel as a result of our Donna Karan International women’s
      intimate apparel license.





*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 ® ,
      Self
      Expressions ® ,
      Inspirations TM ,
      as well
      as private brands. We have experienced significant growth in this channel over
      the past several years and expect to achieve significant growth in the future
      as
      we are able to increase both the floor space and number of doors in which our
      products are sold. We expect that both our net sales to this channel and our
      net
      sales to this channel as a percentage of our total net sales are 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 merchant 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 is included in this channel as well as
      sales
      to foreign distributors.





We
      will
      selectively target strategic acquisitions, or licensing opportunities or a
      brand
      start-up to grow our consumer base and would utilize the acquired companies
      or
      licenses to complement the products, channels and geographic reach of our
      existing portfolio. We believe that acquisitions or licensing opportunities
      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 or licenses. On May 6, 2008, we entered into a license
      agreement with Donna Karan International.





*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 macro-economic
      conditions that can affect our consumers and ultimately their levels of overall
      spending and choice of retail channel for their purchases. 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 store
      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.




13





***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 include all of our marketing, selling, distribution and general and
      administrative expenses for both the wholesale and retail segments (which
      include our retail outlet store payroll and related benefits), and rent expense.
      General and administrative expenses include management payroll, benefits,
      travel, information systems, accounting, distribution, 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, are 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. For those
      uncertain tax positions where it is "more likely than not" that a tax benefit
      will be sustained, we have recorded the tax benefit. For those income tax
      positions where it is not "more likely than not" that a tax benefit will be
      sustained, no tax benefit has been recognized. Where applicable, associated
      interest and penalties are recorded. 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 sixty-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 was subject to a new annual
      limitation under Section 382. Subsequent to the acquisition in 2004, sales
      of our shares by others, including the initial public offering in July 2005,
      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 29,
      2007, we had approximately $49.2 million of federal and state NOLs available
      for
      utilization in the years from 2008 through 2023.




14




**Results
      of Operations**





**Three
                months ended**
            
            **Six
                months ended****June
                28, 2008**
            
            **June
                30, 2007**
            
            **June
                28, 2008**
            
            **June
                30, 2007****OPERATING
                DATA: (in millions)**Wholesale
                sales
            
            $
            93.6
            
            $
            105.2
            
            $
            180.2
            
            $
            202.2Retail
                sales
            
            
            14.5
            
            
            13.8
            
            
            26.0
            
            
            24.0Net
                sales
            
            
            108.1
            
            
            119.0
            
            
            206.2
            
            
            226.2Cost
                of sales
            
            
            66.3
            
            
            71.5
            
            
            126.4
            
            
            139.8Gross
                profit
            
            
            41.8
            
            
            47.5
            
            
            79.8
            
            
            86.4Selling,
                general and administrative expenses
            
            
            27.3
            
            
            27.0
            
            
            53.7
            
            
            45.7Operating
                income
            
            $
            14.5
            
            $
            20.5
            
            $
            26.1
            
            $
            40.7**As
                a percentage of net sales****Three
                months ended**
            
            
            **Six
                months ended****June 28, 2008**
            
            
            **June 30, 2007**
            
            
            **June 28, 2008**
            
            
            **June 30, 2007****OPERATING
                DATA:**Wholesale
                sales
            
            
            86.6
            %
            
            88.4
            %
            
            87.4
            %
            
            89.4
            %Retail
                sales
            
            
            13.4
            
            
            11.6
            
            
            12.6
            
            
            10.6Net
                sales
            
            
            100.0
            
            
            100.0
            
            
            100.0
            
            
            100.0Cost
                of sales
            
            
            61.3
            
            
            60.1
            
            
            61.3
            
            
            61.8Gross
                profit
            
            
            38.7
            
            
            39.9
            
            
            38.7
            
            
            38.2Selling,
                general and administrative expenses
            
            
            25.3
            
            
            22.7
            
            
            26.0
            
            
            20.2Operating
                income
            
            
            13.4
            %
            
            17.2
            %
            
            12.7
            %
            
            18.0
            %





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 to whom we sell them, 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 ® ,
      Control
      It TM ,
      Rendezvous ® ,
      Subtract ® ,  Luleh TM 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 ® ,
      Inspirations TM 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, we include licensing income
      as well as sales to foreign distributors in our other channel.


15







**Three months ended**
            
            **Six months ended**$
            
            %
            
            
            
            
            
            $
            
            %**June 28, 2008**
            
            **June 30, 2007**
            
            **change**
            
            **change**
            
            **June 28, 2008**
            
            **June 30, 2007**
            
            **change**
            
            **change****(in millions)**
            
            **(in millions)**Department stores andnational
                  chain stores
            
            $
            57.4
            
            $
            68.2
            
            $
            (10.8
            )
            
            (15.8
            )%
            $
            105.8
            
            $
            121.7
            
            $
            (15.9
            )
            
            (13.1
            )%Mass
                merchants
            
            
            28.5
            
            
            25.5
            
            
            3.0
            
            
            11.8
            
            
            58.8
            
            
            54.1
            
            
            4.7
            
            
            8.7Other
            
            
            7.7
            
            
            11.5
            
            
            (3.8
            )
            
            (33.0
            )
            
            15.6
            
            
            26.4
            
            
            (10.8
            )
            
            (40.9
            )Total
                wholesale
            
            
            93.6
            
            
            105.2
            
            
            (11.6
            )
            
            (11.0
            )
            
            180.2
            
            
            202.2
            
            
            (22.0
            )
            
            (10.9
            )Retail
            
            
            14.5
            
            
            13.8
            
            
            0.7
            
            
            5.1
            
            
            26.0
            
            
            24.0
            
            
            2.0
            
            
            8.3Total
                consolidated net sales
            
            $
            108.1
            
            $
            119.0
            
            $
            (10.9
            )
            
            (9.2
            )%
            $
            206.2
            
            $
            226.2
            
            $
            (20.0
            )
            
            (8.8
            )%




Our
      retail segment consists of outlet stores and internet sales. We had 77 outlet
      stores as of June 28, 2008 and June 30, 2007.





In
      addition, our mix of products sold between bras, shapewear, and panties in
      the
      wholesale segment for the three and six-month periods ended June 28, 2008 and
      June 30, 2007, respectively, is summarized below:





**Three months ended**
            
            **Six months ended****June 28, 2008**
            
            **June 30, 2007**
            
            **June 28, 2008**
            
            **June 30, 2007**Bras
            
            
            67%
            
            
            69%
            
            
            66%
            
            
            72%Shapewear
            
            
            23
            
            
            22
            
            
            23
            
            
            19Panties
            
            
            10
            
            
            9
            
            
            11
            
            
            9100%
            
            
            100%
            
            
            100%
            
            
            100%





***Net
      Sales***




Consolidated
      net sales decreased by $10.9 million, or 9.2%, from $119.0 million for the
      three
      months ended June 30, 2007 to $108.1 million for the three months ended June
      28,
      2008. Consolidated net sales decreased by $20.0 million, or 8.8%, from $226.2
      million for the six months ended June 30, 2007 to $206.2 million for the six
      months ended June 28, 2008.





Wholesale
      segment net sales decreased by $11.6 million, or 11.0%, from $105.2 million
      for
      the three months ended June 30, 2007 to $93.6 million for the three months
      ended
      June 28, 2008. Total international net sales, which are included in the
      wholesale segment, increased by $0.3 million, or 2.9%, from $10.3 million for
      the three months ended June 30, 2007 to $10.6 million for the three months
      ended
      June 28, 2008, primarily from product assortment expansion, in addition to
      increased sales levels in countries such as Mexico and the Benelux and
      Scandinavian countries. Partially offsetting these increases in net sales was
      a
      decrease in net sales to the United Kingdom. Our department stores and national
      chain stores channel net sales decreased by $10.8 million, or 15.8%, from $68.2
      million for the three months ended June 30, 2007 to $57.4 million for the three
      months ended June 28, 2008. Despite the unfavorable economic environment which
      affected certain product replenishment orders from customers in this channel
      we
      experienced solid performance from the expanded distribution of our shapewear
      brand Control It TM and the
      strength in Flexees ® Shapewear
      Chic TM collections. Additionally, at the end of the second quarter, we implemented
      key
      brand and product sales building initiatives in the department stores and
      national chain stores channel, including the launch of the Luleh TM brand,
      further expansion of the Flexees ® Weightless
      Power TM collection and Lilyette ® Every
      Bit Invisible TM full-figure bras. Our mass merchant channel net sales increased by $3.0 million,
      or 11.8%, from $25.5 million for the three months ended June 30, 2007 to $28.5
      million for the three months ended June 28, 2008. This increase was driven
      by
      the launch of our Inspirations TM brand,
      continued penetration of our Sweet Nothings ® brand in
      the shapewear category, and the addition of a new program with a warehouse
      customer. Other channel net sales, which include sales to specialty retailers,
      off-price retailers, foreign distributors and licensing income, decreased by
      $3.8 million, or 33.0%, from $11.5 million for the three months ended June
      30,
      2007 to $7.7 million for the three months ended June 28, 2008. This decrease
      was
      due primarily to sales to an off-price retailer in 2007 that did not repeat
      in
      2008, as well as lower liquidation sales.


16





Wholesale
      segment net sales decreased by $22.0 million, or 10.9%, from $202.2 million
      for
      the six months ended June 30, 2007 to $180.2 million for the six months ended
      June 28, 2008. International net sales increased $1.1 million, or 6.3%, from
      $17.5 million for the six months ended June 30, 2007 to $18.6 million for the
      six months ended June 28, 2008. The growth in international net sales was
      largely driven by increased sales levels in countries such as Germany, and
      the
      Benelux and Scandinavian countries. Partially offsetting these increases in
      net
      sales was a decrease in net sales to the United Kingdom. The decrease in our
      wholesale segment net sales for the six months ended June 28, 2008 was the
      result of lower net sales in our department stores and national chain stores
      and
      other channels, the impact of which was partially reduced by increased net
      sales
      in our mass merchant channel. Department stores and national chain stores
      channel net sales decreased by $15.9 million, or 13.1%, from $121.7 million
      for
      the six months ended June 30, 2007 to $105.8 million for the six months ended
      June 28, 2008 driven by the unfavorable economic environment which affected
      certain product replenishment orders from customers. This was somewhat offset
      by
      expanded distribution of our brands previously mentioned above. Our other
      channel net sales decreased by $10.8 million, or 40.9%, from $26.4 million
      for
      the six months ended June 30, 2007 to $15.6 million for the six months ended
      June 28, 2008. This
      decrease was due primarily to a non-recurring private brand program with a
      specialty retailer that occurred in the first quarter of 2007, lower sales
      to an
      off-price retailer and lower liquidation sales. Our
      mass
      merchant channel net sales increased by $4.7 million, or 8.7%, from $54.1
      million for the six months ended June 30, 2007 to $58.8 million for the six
      months ended June 28, 2008 benefiting from the launch of a new brand,
      penetration in the shapewear category, and the addition of new programs, as
      mentioned above.





Net
      sales
      in our retail segment increased $0.7 million, or 5.1%, from $13.8 million for
      the three months ended June 30, 2007 to $14.5 million for the three months
      ended
      June 28, 2008. Net sales in our retail segment increased $2.0 million, or 8.3%,
      from $24.0 million for the six months ended June 30, 2007 to $26.0 million
      for
      the six months ended June 28, 2008. We had 77 outlet stores as of June 28,
      2008
      and June 30, 2007. Same stores sales, defined as sales from stores open for
      more than one year, for the three-month period ended June 28, 2008 increased
      1.9%. For the six-month period ended June 28, 2008, same stores sales increased
      5.1%. These increases are a result of strong product performers, including
      Maidenform ® and
      Lilyette ® bras and
      Flexees ® and
      Control It TM shapewear. Specific initiatives to drive store productivity included focused
      in-store marketing efforts, a targeted direct mailing campaign to customers,
      and
      signage and floor redesigns. Our internet sales increased by $0.2 million,
      or
      20.0%, from $1.0 million for the three months ended June 30, 2007 to $1.2
      million for the three months ended June 28, 2008. Our internet sales increased
      by $0.5 million, or 26.3%, from $1.9 million for the six months ended June
      30,
      2007 to $2.4 million for the six months ended June 28, 2008.





***Gross
      Profit***




Consolidated
      gross profit decreased by $5.7 million, or 12.0%, from $47.5 million for the
      three months ended June 30, 2007 to $41.8 million for the three months ended
      June 28, 2008. As a percentage of net sales, consolidated gross margins
      decreased by 120 basis points from 39.9% for the three months ended June 30,
      2007 to 38.7% for the three months ended June 28, 2008. Consolidated gross
      profit decreased by $6.6 million, or 7.6%, from $86.4 million during the six
      months ended June 30, 2007 to $79.8 million for the six months ended June 28,
      2008. As a percentage of net sales, gross profit increased by 50 basis points
      from 38.2% for the six months ended June 30, 2007 to 38.7% for the six months
      ended June 28, 2008.




Gross
      profit as a percentage of net sales for the wholesale segment decreased by
      200
      basis points from 37.5% for the three months ended June 30, 2007 to 35.5% for
      the three months ended June 28, 2008. This decrease was primarily driven by
      both
      customer and product mix, which included fewer sales in the department stores
      and national chain stores channel combined with higher sales in the mass
      merchant channel. Partially offsetting this change in channel mix was cost
      improvements from our sourcing initiatives such as product cost re-engineering
      actions and inbound freight initiatives. Gross profit as a percentage of net
      sales for the wholesale segment was 36.1% for the six months ended June 30,
      2007
      as compared to 36.0% for the six months ended June 28, 2008. This decrease
      of 10
      basis points is primarily a result of the reasons mentioned
      above.




Gross
      profit for the retail segment was 58.7% for the three months ended June 30,
      2007
      as compared to 59.3% for the three months ended June 28, 2008, and 56.3% for
      the
      six months ended June 30, 2007 as compared to 57.7% for the six months ended
      June 28, 2008. This increase for the three and six months ended June 28, 2008
      was largely driven by a change in the overall product mix and by cost
      improvements from our sourcing initiatives.





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




Consolidated
      SG&A increased by $0.3 million, or 1.1%, from $27.0 million for the three
      months ended June 30, 2007 to $27.3 million for the three months ended June
      28,
      2008. As a percentage of net sales, SG&A increased from 22.7% for the three
      months ended June 30, 2007 to 25.3% for the three months ended June 28, 2008.





SG&A
      for our wholesale segment, which includes corporate-related expenses, decreased
      by $0.1 million, or 0.5%, from $20.0 million for the three months ended June
      30,
      2007 to $19.9 million for the three months ended June 28, 2008. However, as
      a
      percentage of net sales, wholesale segment SG&A increased from 19.0% for the
      three months ended June 30, 2007 to 21.3% for the three months ended June 28,
      2008. The decrease of $0.1 million is a result of lower payroll and related
      benefits of $0.6 million, including workers’ compensation and medical expenses,
      as a result of reductions in compensation expense and decreased claims in 2008,
      as well as managed cost reductions in other expenses of $0.7 million. Partially
      offsetting these decreases were increases in advertising of $0.7 million to
      support new product launches and branding, and occupancy related costs of $0.5
      million associated with our corporate headquarters and our second domestic
      distribution center, both of which we began occupying during the fall of 2007.
      Additionally, we incurred start-up costs associated with developing and
      implementing the new women’s intimate apparel licensing agreement with Donna
      Karan International. Retail SG&A increased by $0.4 million, or 5.7%, from
      $7.0 million for the three months ended June 30, 2007 to $7.4 million for the
      three months ended June 28, 2008 as a result of increased sales.


17





Consolidated
      SG&A increased by $8.0 million, or 17.5%, from $45.7 million for the six
      months ended June 30, 2007 to $53.7 million for the six months ended June 28,
      2008. As a percentage of net sales, SG&A increased from 20.2% for the six
      months ended June 30, 2007 to 26.0% for the six months ended June 28, 2008.
      Consolidated SG&A for the six months ended June 30, 2007 included a non-cash
      pension curtailment gain of $6.1 million as discussed below.





SG&A
      for our wholesale segment, which includes the pension curtailment gain,
      increased by $7.2 million, or 22.4%, from $32.2 million for the six months
      ended
      June 30, 2007 to $39.4 million for the six months ended June 28, 2008. 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 and reported this gain
      in
      our wholesale segment SG&A in the first quarter 2007. Wholesale segment
      SG&A, excluding this curtailment gain, increased by $1.1 million, or 2.9%,
      to $39.4 million for the six months ended June 28, 2008. As a percentage of
      net
      sales, excluding this curtailment gain, wholesale segment SG&A increased
      from 18.9% for the six months ended June 30, 2007 to 21.9% for the six months
      ended June 28, 2008. The increase of $1.1 million is a result of increased
      occupancy related costs of $1.1 million associated with our corporate
      headquarters and our second domestic distribution center, both of which we
      began
      occupying during the fall of 2007 and increased advertising of $0.7 million
      to
      support new product launches and branding. Partially offsetting these increases
      was expense management and reduced payroll and related benefits of $0.7 million.
      Retail SG&A increased by $0.8 million, or 5.9%, from $13.5 million for the
      six months ended June 30, 2007 to $14.3 million for the six months ended June
      28, 2008 as a result of increased sales and additional outlet stores.





***Operating
      Income***




Our
      consolidated operating income decreased by $6.0 million, or 29.3%, from $20.5
      million for the three months ended June 30, 2007 to $14.5 million for the three
      months ended June 28, 2008. Our consolidated operating income decreased by
      $14.6
      million, or 35.9%, from $40.7 million for the six months ended June 30, 2007
      to
      $26.1 million for the six months ended June 28, 2008. Excluding the curtailment
      gain mentioned above, operating income for the six months ended June 28, 2008
      decreased $8.5 million, or 24.6%, to $26.1 million.





For
      the
      foregoing reasons, operating income for the wholesale segment decreased by
      $6.1
      million, or 31.4%, from $19.4 million for the three months ended June 30, 2007
      to $13.3 million for the three months ended June 28, 2008. Operating income
      for
      the wholesale segment decreased by $15.3 million, or 37.6%, from $40.7 million
      during the six months ended June 30, 2007 to $25.4 million during the six months
      ended June 28, 2008. Excluding the curtailment gain mentioned above, operating
      income for the six months ended June 28, 2008 decreased $9.2 million, or 26.6%,
      to $25.4 million.





Also,
      for
      the reasons discussed above, operating income for the retail segment increased
      by $0.1 million, or 9.1%, from $1.1 million for the three months ended June
      30,
      2007 to $1.2 million for the three months ended June 28, 2008. The retail
      segment’s operating income increased by $0.7 million from $0.0 million during
      the six months ended June 30, 2007 to $0.7 million for the six months ended
      June
      28, 2008.





***Interest
      Expense, Net***




Interest
      expense, net, decreased by $3.2 million, or 74.4%, from $4.3 million for the
      three months ended June 30, 2007 to $1.1 million for the three months ended
      June
      28, 2008 primarily resulting from the expensing of deferred financing costs
      of
      $2.4 million during the second quarter of 2007 as a result of refinancing our
      credit facility during that quarter. In addition, we benefited from lower
      average debt outstanding and a lower average interest rate for the current
      quarter when compared to the same period last year. The average balance of
      total
      debt outstanding decreased from $106.9 million for the three months ended June
      30, 2007 to $89.3 million for the three months ended June 28, 2008, and the
      average interest rate during the three months ended June 30, 2007 was 6.8%
      as
      compared to an average interest rate of 5.2% during the three months ended
      June
      28, 2008.





Interest
      expense, net, decreased $4.0 million, or 63.5%, from $6.3 million for the six
      months ended June 30, 2007 to $2.3 million for the six months ended June 28,
      2008. The decrease was a result of the reasons discussed above. The average
      balance of total debt outstanding decreased from $108.8 million for the six
      months ended June 30, 2007 to $89.2 million for the six months ended June 28,
      2008. The average interest rate during the six months ended June 30, 2007 was
      6.8% as compared to an average interest rate of 5.0% during the six months
      ended
      June 28, 2008.


18





***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 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 be recorded discretely in the quarter in
      which they occurred); or impacts from tax law changes (to the extent such
      changes affect 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 and six-month periods ended June 28,
      2008 remained unchanged at 41.7% when compared to the three and six-month
      periods ended June 30, 2007.





Because
      of 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 decreased by $1.7 million, or 17.9%, from
      $9.5
      million for the three months ended June 30, 2007 to $7.8 million for the three
      months ended June 28, 2008. Excluding the expensing of the deferred financing
      costs mentioned above, net income for the three-month period ended June 28,
      2008
      decreased $3.1 million, or 28.4%, when compared to the same period last year.
      Our net income decreased by $6.3 million, or 31.3%, from $20.1 million for
      the
      six months ended June 30, 2007 to $13.8 million for the six months ended June
      28, 2008. Excluding the curtailment gain and the expensing of the deferred
      financing costs mentioned above, net income for the six-month period ended
      June
      28, 2008 decreased $4.1 million, or 22.9%, when compared to the same period
      last
      year.




**Liquidity
      and Capital Resources**




*Operating
      activities.* Cash
      flows provided by operating activities were $0.3 million for the six months
      ended June 28, 2008 compared to cash flows provided by operating activities
      of
      $13.0 million for the six months ended June 30, 2007. This change was primarily
      driven by lower net income in addition to a net unfavorable change in working
      capital. Accounts receivable for the six months ended June 28, 2008 increased
      $12.7 million compared to an increase of $18.1 million for the six months ended
      June 30, 2007, the change of which was a result of the timing of cash
      collections and lower wholesale net sales during the second quarter of 2008.
      Inventories for the six months ended June 28, 2008 decreased $3.2 million
      compared to an increase of $8.4 million for the six months ended June 30, 2007.
      Accounts payable for the six months ended June 28, 2008 decreased $3.9 million
      compared to an increase of $12.8 million for the six months ended June 30,
      2007.
      The decrease in inventory and accounts payable at June 28, 2008 was primarily
      a
      result of supply chain management and the timing of cash payments.




*Investing
      activities.* Cash
      flows used in investing activities were $0.8 million for the six months ended
      June 28, 2008 compared to $2.3 million for the six months ended June 30, 2007.





*Financing
      activities.* Cash
      flows used in financing activities were $0.6 million for the six months ended
      June 28, 2008 compared to cash flows used in financing activities of $10.3
      million for the six months ended June 30, 2007. The decrease in cash flows
      used
      in financing activities was primarily due to no voluntary prepayments made
      on
      our long-term debt during the current period when compared to the comparable
      period last year.





At
      June
      28, 2008, we had $89.2 million outstanding under our term loan, and $0
      outstanding with approximately $48.1 million available for borrowings under
      our
      revolving loan, after giving effect to $1.9 million of outstanding letters
      of
      credit. Principal payments on the term loan are payable in quarterly
      installments of $0.3 million with all remaining amounts due on the maturity
      date. We are permitted to voluntarily prepay all or part of the principal
      balance of the term loan with such prepayments applied to scheduled principal
      payments in inverse order of their maturity. We were in compliance with all
      debt
      covenants at June 28, 2008.





We
      believe that our existing cash balances and available borrowings under our
      revolving loan, 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.


19





**Contractual
      Obligations, Commitments and Off-Balance Sheet
      Arrangements**




We
      have
      various contractual obligations which are recorded as liabilities in our
      condensed consolidated financial statements. Other items, such as certain
      purchase commitments and other executory contracts, are not recognized as
      liabilities in our condensed 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 June 28, 2008 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 and interest payments on outstanding
      borrowings.





**Balance of****fiscal**
            
            **In fiscal**
            
            **In fiscal**
            
            **In fiscal**
            
            **In fiscal****(in millions)**
            
            **2008**
            
            **2009**
            
            **2010**
            
            **2011**
            
            **2012**
            
            **Thereafter**
            
            **Total**Long-term debt
            
            $
            0.6
            
            $
            1.1
            
            $
            1.1
            
            $
            1.1
            
            $
            1.1
            
            $
            84.2
            
            $
            89.2Interest
                on long-term debt (1)
            
            
            2.3
            
            
            4.4
            
            
            4.3
            
            
            4.3
            
            
            4.2
            
            
            6.1
            
            
            25.6Obligations
                under capital lease (2)
            
            
            0.1
            
            
            0.3
            
            
            0.2
            
            
            0.1
            
            
            0.1
            
            
            -
            
            
            0.8Operating
                leases
            
            
            3.6
            
            
            5.4
            
            
            4.5
            
            
            3.7
            
            
            3.0
            
            
            8.1
            
            
            28.3Total
                financial obligations
            
            
            6.6
            
            
            11.2
            
            
            10.1
            
            
            9.2
            
            
            8.4
            
            
            98.4
            
            
            143.9Other
                contractual obligations (3)
            
            
            0.7
            
            
            2.8
            
            
            4.7
            
            
            3.2
            
            
            5.2
            
            
            19.1
            
            
            35.7Purchase
                obligations (4)
            
            
            63.2
            
            
            0.2
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            63.4Total
                financial obligations and commitments
            
            $
            70.5
            
            $
            14.2
            
            $
            14.8
            
            $
            12.4
            
            $
            13.6
            
            $
            117.5
            
            $
            243.0





*(1)
      The interest rate assumed for the variable portion of long-term debt was the
      rate in effect at June 28, 2008.*


*(2)
      Includes amounts classified as interest expense and SG&A.*


*(3)
      Includes amounts classified as royalties, advertising and marketing
      obligations.*


*(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 and
      raw
      material 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 postretirement benefit obligations included in other
      non-current liabilities and a pension plan obligation included in other
      non-current assets.





As
      of
      June 28, 2008, our total liabilities for unrecognized tax benefits and related
      interest and penalties amounted to $8.9 million (before federal and, if
      applicable, state effect). Liabilities for unrecognized tax benefits have not
      been included in the schedule of cash contractual obligations because we cannot
      make a reasonable reliable estimate of the amount and period of related future
      payments of these liabilities.




*Off-Balance
      Sheet Arrangements.* Our
      most
      significant off-balance sheet financing arrangements as of June 28, 2008 are
      non-cancelable operating lease agreements, primarily for
      our
      company-operated outlet stores, our company headquarters and our leased
      distribution centers located in Shannon, Ireland and Fayetteville, North
      Carolina. We do not participate in any off-balance sheet arrangements involving unconsolidated
      subsidiaries that provide financing or potentially expose us to unrecorded
      financial obligations.


20


**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 Condition and Results of Operations included in our
      Annual Report on Form 10-K for the year ended December 29, 2007.





***Recently
      Issued Accounting Standards***





In
      February 2008, the Financial Accounting Standards Board (FASB) issued FASB
      Staff
      Position (FSP) No. 157-2 (FSP No. 157-2), which delays the effective date of
      Statement of Financial Accounting Standards (SFAS) No. 157, “Fair Value
      Measurements,” for nonfinancial assets and nonfinancial liabilities, except for
      items that are recognized or disclosed at fair value in the financial statements
      on a recurring basis (at least annually). Nonfinancial assets and nonfinancial
      liabilities would include all assets and liabilities other than those meeting
      the definition of a financial asset or financial liability as defined in
      paragraph 6 of SFAS No. 159, "The Fair Value Option for Financial Assets and
      Financial Liabilities." FSP No. 157-2 defers the effective date of SFAS No.
      157
      to fiscal years beginning after November 15, 2008, and interim periods within
      those fiscal years for items within the scope of FSP No. 157-2. We are currently
      evaluating the impact, if any, that FSP No. 157-2 will have on our consolidated
      statements of financial position, results of operations and cash
      flows.





In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities, Including an Amendment of SFAS
      No.
      115.” SFAS No. 159 permits companies to choose to measure many financial
      instruments and certain other items at fair value. It also establishes
      presentation and disclosure requirements designed to facilitate comparisons
      between companies that choose different measurement attributes for similar
      types
      of assets and liabilities. SFAS No. 159 requires companies to provide additional
      information that will help investors and other users of financial statements
      to
      more easily understand the effect of a company’s choice to use fair value on its
      earnings. It also requires entities to display the fair value of those assets
      and liabilities for which a company has chosen to use fair value on the face
      of
      the balance sheet. We adopted this statement as of December 30, 2007 and elected
      not to apply the fair value option to any of our financial
      instruments.





In
      March
      2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments
      and Hedging Activities". SFAS No. 161 enhances the disclosure requirements
      for
      derivative instruments and hedging activities. This Standard is effective
      beginning in our 2009 fiscal year. Since SFAS No. 161 requires only additional
      disclosures concerning derivatives and hedging activities, adoption of SFAS
      No.
      161 will not affect our consolidated statements of financial position, results
      of operations or cash flows.





**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 and six-month periods ended June 28, 2008, $9.0 million and $16.0
      million, respectively, of our total net sales were in currencies other than
      the
      U.S. dollar. During the three and six-month periods ended June 28, 2008, our
      net
      sales were favorably impacted by $1.0 million and $1.9 million, respectively,
      due to foreign exchange rates. Most of our purchases are denominated in U.S.
      dollars. 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.
      Our
      objective is to maintain a cost-effective mix that we deem appropriate and
      we
      have entered into an interest rate swap agreement to maintain this balance.
      At
      June 28, 2008, our debt portfolio was composed of variable-rate debt of which
      we
      hedge approximately 45% to a fixed rate. With respect to our variable-rate
      debt,
      a 1% change in interest rates would be immaterial.





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


21





*Inflation
      Risk.* We
      are
      affected by inflation and changing prices from our suppliers 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. In the future, volatile crude
      oil
      and gasoline prices may impact our product and freight costs, consumer
      confidence and disposable income.





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





**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 June
      28,
      2008 to 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 control over financial reporting (as defined in
      Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) during
      our fiscal quarter ending June 28, 2008 identified 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.


22


**PART
      II - OTHER INFORMATION**





**Item
      1. Legal Proceedings**


We
      are
      not currently a party to any material legal proceedings. We are subject to
      various claims and legal actions arising from time-to-time in the ordinary
      course of business. 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; 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 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; the sufficiency of cash to fund operations and capital expenditures;
      and the influence of adverse changes in general economic conditions. 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 with the Securities and Exchange Commission on March
      11,
      2008.




There
      are
      no material changes to the risk factors described in the Form 10-K, filed on
      March 11, 2008.




**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**


We
      held
      our annual meeting of stockholders on May 22, 2008. The following actions were
      voted upon at the meeting:





1.
      The
      following individuals were elected to the Company’s Board of Directors, to hold
      office until the next annual meeting of stockholders. A total of 19,746,513
      shares were represented in person or by proxy at the annual meeting. The number
      of shares that were voted for, and that were withheld from, each of the director
      nominees is as follows:





**Director Nominee**
            
            **Favor**
            
            **Withheld**David
                B. Kaplan
            
            
            17,320,077
            
            
            2,426,436Thomas
                J. Ward
            
            
            19,703,644
            
            
            42,869Norman
                Axelrod
            
            
            19,703,644
            
            
            42,869Harold
                F. Compton
            
            
            19,702,129
            
            
            44,384Barbara
                Eisenberg
            
            
            19,706,144
            
            
            40,369Karen
                Rose
            
            
            19,705,844
            
            
            40,669Adam
                L. Stein
            
            
            19,703,954
            
            
            42,559





2.
      The
      stockholders approved the re-appointment of PricewaterhouseCoopers LLP as the
      Company’s independent registered public accounting firm for the 2008 fiscal year
      by a vote of 15,995,682 in favor, and 12,980 against, and 3,737,851 stockholders
      abstained.


23





**Item
      5. Other Information**


None.





**Item
      6. Exhibits**


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





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





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





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





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




24





**SIGNATURES**





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




MAIDENFORM
                BRANDS, INC.
              (Registrant)Date:
                August 6, 2008
            By:
            /s/
                Christopher W. ViethName:
                Christopher W. ViethTitle:
                Executive Vice President, Chief Operating Officer andChief
                Financial Officer (principal financial and accountingofficer)


25


**EXHIBIT
      INDEX**





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





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





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





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




26