<PAGE> 1
==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                  FORM 10-K

(Mark One)
[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

      For the fiscal year ended       April 30, 1998
                               -----------------------------------------------

                                      OR

[ ]   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    1-7340
                                            --------------

                                 KELLWOOD COMPANY
------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

            DELAWARE                                          36-2472410
-------------------------------                         ----------------------
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                         Identification Number)

600 KELLWOOD PARKWAY, P.O. BOX 14374, ST. LOUIS, MO                63178
---------------------------------------------------           ---------------
     (Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code       (314)576-3100
                                                  ---------------------------

Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>
                                                 NAME OF EACH EXCHANGE
           TITLE OF EACH CLASS                    ON WHICH REGISTERED
           -------------------                   ---------------------
<S>                                             <C>
        Common Stock, par value $.01            New York Stock Exchange
        Preferred Stock Purchase Rights         New York Stock Exchange
</TABLE>

      Securities registered pursuant to Section 12(g) of the Act:  None

==============================================================================
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.             Yes [X]   No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.   [X]

At June 29, 1998, Kellwood Company had 21,604,726 shares of Common Stock, par
value $.01, outstanding.  While it is difficult to determine the number of
shares owned by nonaffiliates, the Company estimates that the aggregate
market value of the Common Stock on June 29, 1998 (based upon the closing
price of these shares on the New York Stock Exchange) held by nonaffiliates
was approximately $769,668,000.

------------------------------------------------------------------------------
                    DOCUMENTS INCORPORATED BY REFERENCE

Annual Report to Shareowners for fiscal year ended April 30, 1998 (Item 1 in
Part I; Items 5, 6, 7 and 8 in Part II, and Part IV).

Proxy Statement for Annual Meeting of Shareowners to be held on August 27,
1998 (Items 10, 11, 12 and 13 in Part III).


<PAGE> 2

                                    PART I

ITEM 1.    BUSINESS

      (a)  Kellwood Company and its subsidiaries (the "Company") manufacture
and market apparel and related soft goods.  Kellwood Company was founded in
1961 as the successor by merger of fifteen independent suppliers to Sears.

           During the second half of the 1980's and the first half of the
1990's, the Company implemented a business strategy to expand its branded
label products, broaden its customer base, increase its channels of
distribution and further develop its global product sourcing capability.
Since 1985, Kellwood has acquired the following 14 domestic companies.

<TABLE>
<CAPTION>
                         Company Name                       Date of Acquisition
                         ------------                       -------------------
<S>                                                            <C>
      *  Cape Cod-Cricket Lane, Inc.                           March, 1985
      *  Parsons Place Apparel Company, Ltd. (Sag Harbor)      June, 1986
      *  E Z Sportswear (Melrose)                              December, 1986
      *  En Chante, Inc. (E*N*C)                               December, 1986
      *  Robert Scott Ltd., Inc. (Robert Scott/David
            Brooks)                                            July, 1987
            David Brooks Ltd., Inc.,
            and Andrew Harvey Ltd.
      *  American Recreation Products, Inc.                    November, 1988
      *  Slumberjack, Inc.                                     September, 1989
      *  Crowntuft Manufacturing Corp.                         October, 1989
      *  decorp INC.                                           October, 1990
      *  California Ivy, Inc. (Ivy)                            July, 1992
      *  A. J. Brandon, Inc.                                   December, 1992
      *  Goodman Knitting Co., Inc.                            July, 1993
      *  Halmode Apparel, Inc.                                 September, 1994
      *  David Dart, Inc.                                      November, 1994
            and Force One, Inc.
</TABLE>

         These companies are principally marketers of branded apparel except
for American Recreation Products, Inc. and Slumberjack, Inc. which are
manufacturers and marketers of branded camping soft goods and Crowntuft
Manufacturing Corp. which is a vertically integrated manufacturer of chenille
robes.

         In addition to its domestic acquisitions, in the early 1980's, the
Company acquired Smart Shirts Limited of Hong Kong, a leading shirt and
blouse manufacturer in the Far East.  Smart Shirts, since its acquisition,
continued to diversify its manufacturing capabilities from its principal base
of Hong Kong to the People's Republic of China, Sri Lanka, Saipan and Costa
Rica.  During fiscal year 1996, the Company shut down the facilities in
Saipan and Costa Rica.

         Kellwood has invested $310 million acquiring companies since the
inception of the acquisition program that began in 1985.  These investments
were primarily financed by cash provided from operations and short-term
borrowings.  Kellwood's short-term borrowings related to these acquisitions
were subsequently replaced with long-term notes due insurance companies and
20 year senior unsecured debentures or repaid with cash repatriated from
Kellwood's Far East operations, other cash provided by operations, or cash
provided by the public sale of common stock.  The total investment in
subsidiaries during 1998, 1997 and 1996 was approximately $6,810,000,
$11,849,000 and $4,935,000, respectively.

         As a result of the above business strategy, the Company has
redirected its focus from primarily the manufacturing of private label
apparel and home fashions for Sears to a marketing-driven emphasis on branded
apparel and related soft goods.  The Company's acquisition strategy has
further diversified its customer base and has broadened its channels of
distribution.  As a result of these efforts, sales to Sears declined to 8% of
total sales in fiscal year 1998, compared to 50% in fiscal year 1985.

        (b)   All of the Company's operations are in the apparel and related
soft goods industry.

                                    -2-
<PAGE> 3

        (c)   The Company manufactures and markets apparel and other soft
goods products made from cloth or fabric or knitted from yarn.  These
products are manufactured primarily domestically and in the Far East.

              (i)    The Company's products include diversified lines of
men's, women's and children's clothing, sleeping bags, and other soft goods.
Products are mainly sold to retailers under either the Company's or
customer's brands and labels.

              (ii)   The Company anticipates no significant change in
products or new industry segments which would require a material investment.
However, business acquisitions within the apparel and related soft goods
industry are continually being considered, and it is anticipated that
external and internal demands will generate increasing requirements for
capital.

              (iii)  The Company purchases the majority of its raw materials
directly from numerous textile mills and yarn producers and converters.  The
Company has not experienced difficulty in obtaining raw materials essential
to its business.

              (iv)   The Company holds patents covering various aspects of
its products.  The Company is a licensee of certain trade names.  The
expiration, or invalidation, of any of the patents would not, in the opinion
of management, have a material effect upon the continuation of business.

              (v)    Although specific styles are seasonal, the Company's
various product lines are manufactured and sold on a year-round basis.
Products are primarily manufactured and sold prior to each of the principal
retail selling seasons including spring, summer, fall and holiday.

              (vi)   Consistent with the seasonality of specific product
offerings, the Company carries necessary levels of inventory to meet the
anticipated delivery requirements of its customers.

              (vii)  Approximately $192,940,000 (10%) of the Company's sales
in the fiscal year ended April 30, 1998, were to Wal-Mart Stores, Inc.
(Wal-Mart).  No other customer accounts for more than 10% of the Company's
revenues.  Other information relating to Wal-Mart is set forth in the
Company's 1998 Annual Report to Shareowners, under the caption "Significant
Customers" in the Notes to Consolidated Financial Statements at page 26, which
information is incorporated herein by reference.  The Company's management
believes that the relationship with Wal-Mart will continue into the
foreseeable future.

              (viii) Approximately 17% of the Company's domestic sales are
produced under contracts for distribution on a seasonal basis.  It is normal
for the merchandise manufactured under these contracts to be sold within 12
months after production.  Because of this, the Company does not believe
backlog is significant for this merchandise.  In addition to these contracts,
the backlog for domestic operations totaled approximately $624 million as of
April 30, 1998 ($541 million - 1997).  The backlog for Far East operations
totaled approximately $93 million ($83 million - 1997).  All of the Company's
backlog is expected to be filled within 12 months.

              (ix)   Government contracts or subcontracts with the Company
are not material.

              (x)    The Company has substantial competition from numerous
manufacturers and marketers, but accurate statistics relative to the
competitive position of the Company are not available.

              (xi)   The Company has a continuing program for the purpose of
improving its products and production machinery.  The Company is not engaged
in any material customer-sponsored research and development programs.
Approximately $359,000, $740,000 and $612,000 were spent on research and
development activities during fiscal years 1998, 1997 and 1996, respectively.

                                    -3-
<PAGE> 4

              (xii)  In the opinion of management, there will be no material
effect on the Company resulting from compliance with any federal, state or
local provisions which have been enacted or adopted regulating the discharge
of materials into the environment or otherwise relating to the protection of
the environment.

              (xiii) At the end of fiscal 1998, there were approximately
18,400 people employed by the Company.  Substantially all of the work force
is non-union, and the Company considers its relations with its employees to
be satisfactory.

        (d)   Except for its Far East operations, the Company's foreign
activities including foreign manufacturing operations and customers have not
been material.  The Company owns all of the outstanding shares of Smart
Shirts Limited, a Hong Kong corporation engaged in apparel manufacturing, and
other Far East companies under Smart Shirts' management.  The sales,
operating profit, and identifiable assets attributable to each geographic
area are set forth in the Company's 1998 Annual Report to Shareowners at page
26 under the caption "Industry Segment and Geographic Area Information" in the
Notes to Consolidated Financial Statements, which note is incorporated herein
by reference.  The risk attendant to the Company's Far East operations is
slightly greater than that of domestic operations primarily due to quota
allocations and political instability.  Utilization of existing quota rights
and diversification of Far East manufacturing capacity to various countries
help to mitigate these risks.

ITEM 2. PROPERTIES

      At April 30, 1998, the Company operated 33 production plants and
various distribution facilities.  Domestic business operated 18 plants in 8
states, two plants in the Dominican Republic, two plants in Honduras, one
plant in El Salvador and one plant in Canada.  These domestically managed
plants aggregated to approximately 3,134,000 square feet and were operating
at an estimated 95% of capacity at April 30, 1998.  Seventeen of these
domestically managed plants were primarily producing private label goods and
seven were primarily producing branded goods.  The Company's Far East
subsidiaries operated nine plants which aggregated to approximately 775,500
square feet and were operating at an estimated 90% of capacity.  Far East
subsidiaries manage operations in Hong Kong, Sri Lanka and China.

      In management's opinion, current facilities generally are well
maintained and provide adequate production capacity for future operations.
However, management continues to evaluate the need to reposition the
Company's portfolio of businesses and facilities to meet the needs of the
changing markets it serves and reflect the international business
environment.

      The Company's operating facilities are primarily leased under long-term
capital leases with renewal options at decreasing rentals.  Certain
facilities are leased under operating leases that generally contain renewal
options.  The Company also leases its corporate space in St. Louis County,
Missouri and major showrooms in New York City, New York; Atlanta, Georgia;
Dallas, Texas; and Los Angeles, California.

ITEM 3. LEGAL PROCEEDINGS

      The Company is involved in several routine lawsuits incidental to the
Company's business.  Management and general counsel are of the opinion that
the ultimate disposition of such litigation should have no material adverse
effect on the Company's financial position or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      None.

                                    -4-
<PAGE> 5

<TABLE>
                EXECUTIVE OFFICERS OF THE REGISTRANT AS OF JULY 3, 1998
<CAPTION>
      Name of                                        Office and Employment During
      Officer               Age                       the Last Five Fiscal Years
-------------------         ---        ---------------------------------------------------------
<C>                         <C>        <S>
William J. McKenna          71         Chairman since November 25, 1997; Chairman and Chief
                                       Executive Officer (1994-1997); Chairman, President and
                                       Chief Executive Officer (1991-1994)

Hal J. Upbin                59         President and Chief Executive Officer since November 25,
                                       1997; President and Chief Operating Officer (1994-1997);
                                       Executive Vice President Corporate Development (1992-
                                       1994); Vice President Corporate Development (1990-1992);
                                       President of American Recreation Products, Inc.
                                       (subsidiary) (1988-1992) and Director since May 1, 1991

James C. Jacobsen           63         Vice Chairman since November 22, 1994; Executive Vice
                                       President Administration (1989-1994)

Enoch Harding, Jr.          67         Executive Vice President Operations since April 3, 1995;
                                       President of Kellwood Sportswear (1989-1995)

W. Lee Capps III            50         Vice President Corporate Development since May 28, 1998;
                                       Director of Corporate Development (1996-1998); Chief
                                       Financial Officer of American Recreation Products, Inc.
                                       (Subsidiary) (1987-1996).

John R. Henderson           50         Vice President Merchandising since June 1, 1995;
                                       Director of Merchandising (1993-1995); Executive Vice
                                       President Marketing of Kellwood She Knows (1992-1993)

Lawrence E. Hummel          55         Vice President Controller since February 25, 1992;
                                       Controller (1983-1992)

Roger D. Joseph             56         Vice President Treasurer since February 25, 1992;
                                       Treasurer (1986-1992)

Leon M. McWhite             56         Vice President Human Resources since June 1, 1995; Vice
                                       President (1994-1995); President of Kellwood
                                       Lingerie/Activewear (1989-1994)

Thomas H. Pollihan          48         Vice President, Secretary and General Counsel since May
                                       27, 1993; General Counsel and Secretary (1989-1993)

John A. Turnage             52         Vice President Manufacturing since August 28, 1997; Vice
                                       President Manufacturing and Sourcing (1989-1997).
</TABLE>

                                    -5-
<PAGE> 6

                                     PART II

ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
          SECURITY HOLDER MATTERS

       The information required by this Item is set forth in the Company's
1998 Annual Report to Shareowners, at page 1 under the caption "Common Stock
Data," which information is incorporated herein by reference.

ITEM 6.   SELECTED FINANCIAL DATA

       The information required by this Item is set forth in the Company's
1998 Annual Report to Shareowners, at page 27 under the caption "Supplemental
Selected Financial Data," which information is incorporated herein by
reference.

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

       The information required by this Item is set forth below and in the
Company's 1998 Annual Report to Shareowners, at pages 28 thru 30 under the
caption "Management's Discussion and Analysis of Financial Condition and
Results of Operations," which information is incorporated herein by
reference.

       This item includes "forward-looking statements" within the meaning of
the Securities Act of 1933, and of the Securities Exchange Act of 1934, which
represent the Company's expectations or beliefs concerning future events.
Although the Company believes that its expectations reflected in the
forward-looking statements are reasonable, it cannot and does not give any
assurance that such expectations will prove to be correct.  Certain phases of
the Company's operations are subject to influences and factors outside its
control.  Any one of these factors or any combination of these factors could
materially affect the results of the Company's operations, and cause actual
results to differ materially from the Company's expectations.  These factors
include but are not limited to national and regional economic conditions,
inflation or deflation, the overall level of consumer spending, the level of
consumer debt, currency exchange fluctuations, other capital market
conditions, competitive pressures, the performance of the Company's products
within the prevailing retail environment, customer acceptance of both new
designs and newly introduced product lines, the timing and magnitude of
spending on and savings realized from our Vision 2000 initiative, stable
governments and business conditions in the nations where the Company's
products are manufactured, and financial difficulties encountered by
customers.  The words "believe," "expect," "will," "estimate," "project,"
"forecast," "should," "anticipate" and similar expressions may identify
forward-looking statements.  Additionally, all statements other than
statements of historical facts included in this item, including without
limitation, the statements under "Management's Discussion and Analysis of
Financial Condition and Results of Operations," are also forward-looking
statements.  All forward-looking statements contained herein and all
subsequent written and oral forward-looking statements attributable to the
Company or persons acting on its behalf, are expressly qualified in their
entirety by this cautionary statement.

       In June 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive
Income," and SFAS No. 131, "Disclosures about Segments of an Enterprise and
Related Information."  The Company is evaluating the effects these statements
will have on its financial reporting and disclosures.  The statements will
have no effect on the Company's results of operations, financial position,
capital resources or liquidity.  SFAS No. 130 will first be adopted in the
Company's fiscal 1999 first quarter interim financial report.  SFAS No. 131
will require additional segment disclosures and will first be adopted in the
Company's fiscal 1999 Annual Report.

       In February 1998, the Financial Accounting Standards Board issued SFAS
No. 132, "Employers' Disclosures about Pensions and Other Post-retirement
Benefits."  The Company is evaluating the effect this statement will have on
its financial reporting and disclosures.  The statement will have no effect
on the Company's results of operations, financial position, capital resources
or liquidity.  SFAS

                                    -6-
<PAGE> 7

No. 132 will require revised disclosures and will first be adopted in the
Company's fiscal 1999 Annual Report.

       In March 1998, the AICPA issued the "Accounting For the Costs of
Computer Software Developed For or Obtained For Internal-Use" Statement of
Position (SOP).  The Company is evaluating the effect this statement will
have on its future earnings or financial position.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

       The consolidated financial statements, together with the report thereon
of Price Waterhouse LLP dated May 28, 1998, appearing at pages 16 to 27 of
the Company's 1998 Annual Report to Shareowners, are incorporated herein by
reference.

ITEM 9.   DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

       None.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

       (a) The information required by this Item regarding directors is set
forth in the Company's Proxy Statement for the 1998 Annual Meeting of
Shareowners, at pages 3 and 4 under the captions "Nominees for Election to
Serve Until 2000" and "Directors Continuing to Serve Until 1999," which
information is incorporated herein by reference.

       (b) Reference is made to "Executive Officers of the Registrant as of
July 3, 1998" in Part I after Item 4.

       (c) The information called for with respect to the identification of
certain significant employees is not applicable to the registrant.

       (d) There are no family relationships between the directors and
executive officers listed above.  There are no arrangements nor
understandings between any named officer and any other person pursuant to
which such person was selected as an officer.

       (e) Each of the officers named in Part I was elected to serve in the
office indicated until the first meeting of the Board of Directors following
the Annual Meeting of Shareowners in August 1998 and until his successor is
elected and qualified.

       (f) There are no legal proceedings involving directors, nominees for
directors, or officers.

       The information required by this Item regarding compliance with Section
16(a) of the Exchange Act is set forth in the Company's Proxy Statement for
the 1998 Annual Meeting of Shareowners at page 16 under the caption
"Compliance with Section 16(a) of the Exchange Act," which information is
incorporated herein by reference.

ITEM 11.  EXECUTIVE COMPENSATION

       The information required by this Item is set forth in the Company's
Proxy Statement for the 1998 Annual Meeting of Shareowners, at pages 8
through 15 under the captions "Compensation of Executive Officers,"
"Retirement Program," and "Other Officer Agreements," which information is
incorporated herein by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

       The information required by this Item is set forth in the Company's
Proxy Statement for the 1998 Annual Meeting of Shareowners, at pages 2 and 7
under the captions "Security Ownership of Certain Beneficial Owners" and
"Management

                                    -7-
<PAGE> 8

Ownership of the Company's Stock," which information is incorporated herein by
reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

       The information required by this Item is set forth in the Company's
Proxy Statement for the 1998 Annual Meeting of Shareowners, at page 14 under
the caption "Compensation Committee Interlocks and Insider Participation,"
which information is incorporated herein by reference.

                                   PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
          FORM 8-K

(a)    FINANCIAL STATEMENTS AND SCHEDULES

       The consolidated financial statements, together with the report thereon
of Price Waterhouse LLP dated May 28, 1998, appearing at pages 16 to 27 of
the 1998 Annual Report to Shareowners are incorporated by reference in this
Form 10-K.  With the exception of the aforementioned information and
information incorporated in Items 1, 5, 6, 7 and 8, the 1998 Annual Report to
Shareowners is not to be deemed filed as part of this Form 10-K.  The
following financial statement schedule should also be read in conjunction
with the financial statements in such 1998 Annual Report to Shareowners.
Financial statement schedules not included in this Form 10-K have been
omitted because they are not applicable or the required information is shown
in the financial statements or notes thereto.  Separate financial statements
of 50% or less owned persons accounted for by the equity method which are not
shown herein have been omitted because, if considered in the aggregate, they
would not constitute a significant subsidiary.

           (i)     Financial Statements:

                   Report of Independent Accountants

                   Consolidated Statement of Earnings, Years Ended April 30,
                   1998, 1997 and 1996

                   Consolidated Balance Sheet, April 30, 1998 and 1997

                   Consolidated Statement of Cash Flows, Years Ended April
                   30, 1998, 1997 and 1996

                   Consolidated Statement of Shareowners' Equity, Years Ended
                   April 30, 1998, 1997 and 1996

                   Notes to Consolidated Financial Statements

           (ii)    Report of Independent Accountants on Financial Statement
                   Schedule:

                   Financial Statement Schedule for the Years Ended April 30,
                   1998, 1997 and 1996:
                   Valuation and Qualifying Accounts (Schedule VIII)

                   Consent of Independent Accountants

           (iii)   Exhibits:

                   Exhibits filed as part of this report are listed below.
                   Certain exhibits have been previously filed with the
                   Commission and are incorporated herein by reference.

                                    -8-
<PAGE> 9

<TABLE>
<CAPTION>

S.E.C. EXHIBIT
REFERENCE NO.                           DESCRIPTION
--------------                          -----------
<C>               <S>
     3.1          -  Restated Certificate of Incorporation of Kellwood
                     Company, as amended, incorporated herein by reference to
                     Form 10-Q for the quarter ended July 31, 1987, SEC File
                     No. 1-7340.

     3.2          -  By-Laws, as amended through November 21, 1995,
                     incorporated herein by reference to Form 10-K for the
                     fiscal year ended April 30, 1996, SEC File No. 1-7340.

     4.1          -  Note Purchase Agreement dated December 29, 1986, with
                     exhibits, incorporated herein by reference to Form 10-Q
                     for the quarter ended January 31, 1987, SEC File No. 1-
                     7340.

     4.2          -  Indenture between the Registrant and Centerre Trust
                     Company of St. Louis, and the 9% Convertible
                     Subordinated Debentures due 1999, incorporated herein by
                     reference to Registration Statement on Form S-2,
                     Registration No. 2-93522, effective October 18, 1984.

     4.3          -  Note Agreement dated July 1, 1993, incorporated herein
                     by reference to Form 10-Q for the quarter ended July 31,
                     1993, SEC File No. 1-7340.

     4.4          -  Rights to Acquire Series A Junior Preferred Stock,
                     pursuant to a Rights Agreement between the registrant
                     and Centerre Trust Company of St. Louis, incorporated
                     herein by reference to Registration Statement on Form 8-
                     A, effective June 24, 1986 and Amendment dated August
                     21, 1990, incorporated herein by reference to Form 10-Q
                     for the quarter ended October 31, 1990, and Amendment
                     dated May 31, 1996 incorporated herein by reference to
                     Form 8-A/A effective June 3, 1996, SEC File No. 1-7340.

     4.5          -  Note Purchase Agreement dated December 1, 1987, with
                     exhibits, incorporated herein by reference to Form 10-Q
                     for the quarter ended January 31, 1988, SEC File No. 1-
                     7340.

     4.6          -  Note Purchase Agreement dated December 15, 1989, with
                     exhibits, incorporated herein by reference to the Form
                     10-Q for the quarter ended January 31, 1990, SEC File
                     No. 1-7340.

     4.7          -  Credit Agreement dated as of May 31, 1996 among Kellwood
                     Company, certain commercial lending institutions, and
                     The Bank of Nova Scotia, as Administrative Agent and
                     Syndication Agent, and Bank of America National Trust
                     and Savings Association, as documentation Agent,
                     incorporated herein by reference to Form 10-K for the
                     fiscal year ended April 30, 1996, SEC File No. 1-7340.

                                    -9-
<PAGE> 10

<CAPTION>

S.E.C. EXHIBIT
REFERENCE NO.                           DESCRIPTION
--------------                          -----------
<C>               <S>
     10.2<F*>     -  Employment Agreement dated December 9, 1992, between
                     Kellwood Company and William J. McKenna, effective
                     December 1, 1992, incorporated herein by reference to
                     the Form 10-Q for the quarter ended January 31, 1993,
                     SEC File No. 1-7340; Amendment dated May 28, 1993,
                     effective May 1, 1993, incorporated herein by reference
                     to Form 10-K for the fiscal year ended April 30, 1993,
                     SEC File No. 1-7340;  Amendment dated November 26, 1996,
                     effective May 1, 1996, incorporated herein by reference
                     to the Form 10-Q for the quarter ended January 31, 1997,
                     SEC File No. 1-7340; and Amendment dated November 11,
                     1997, effective May 1, 1997 filed herewith.

     10.3<F*>     -  Form of Employment Agreement dated November 30, 1984,
                     between Kellwood Company and executive officers,
                     incorporated herein by reference to Form 10-K for the
                     fiscal year ended April 30, 1985, SEC File No. 1-7340.

     10.4<F*>     -  1995 Stock Option Plan For Nonemployee Directors and
                     1995 Omnibus Incentive Stock Option Plan, incorporated
                     herein by reference to Appendixes A & B to the Company's
                     definitive Proxy Statement dated July 13, 1995, SEC File
                     No. 1-7340.

     10.5<F*>     -  Executive Deferred Compensation Plan, adopted and
                     effective as of January 1, 1997; and Executive Deferred
                     Compensation Plan Amendment, adopted March 18, 1997,
                     incorporated herein by reference to Form 10-K for the
                     fiscal year ended April 30, 1997, SEC File No. 1-7340.

     10.6<F**>    -  Agreement for Services Between Kellwood Company and
                     Electronic Data Systems Corporation, dated June 21,
                     1996; and Amendment Regarding Use of Kellwood Purchase
                     Card by EDS Employees, dated April 29, 1997,
                     incorporated herein by reference to Form 10-K for the
                     fiscal year ended April 30, 1997, SEC File No. 1-7340.

     10.7<F*>     -  Corporate Development Incentive Plan of 1986 (As
                     Amended) formerly the Key Executive Long-Term Incentive
                     Plan of 1983, incorporated herein by reference to Form
                     10-K for the fiscal year ended April 30, 1994, SEC File
                     No. 1-7340; and Amendment dated May 29, 1997,
                     incorporated herein by reference to Exhibit A to the
                     Company's definitive Proxy Statement dated July 17,
                     1997, SEC File No. 1-7340.

     10.8<F*>     -  Employment Agreement dated December 1, 1997, between
                     Kellwood Company and Hal J. Upbin, effective December 1,
                     1997, filed herewith.

     13           -  Portions of the Annual Report to Shareowners for the
                     fiscal year ended April 30, 1998, which are incorporated
                     by reference at Item 1 in Part I, Items 5, 6, 7 and 8 in
                     Part II, and Part IV; filed herewith.

     21           -  Subsidiaries of the Company, appearing at page 15 of this
                     report.

     23           -  Consents of Independent Accountants, appearing at page 13
                     of this report.

     24           -  Powers of Attorney:  Ms. Dickerson and Messrs. Bentele,
                     Bottum, Genovese, Hunter, Marcus and Wenzel; filed
                     herewith.

     27           -  Financial Data Schedule, filed herewith.

<FN>
<F*>  Denotes management contract or compensatory plan.

                                    -10-
<PAGE> 11

<F**> Pursuant to the Securities Exchange Act of 1934, Rule 24b-2, confidential
      portions of Exhibit 10.6 have been deleted and filed separately with the
      Commission pursuant to a request for confidential treatment.
</TABLE>

(b)    REPORTS ON FORM 8-K:

       No reports were filed on Form 8-K during the three months ended April
30, 1998.


                                    -11-
<PAGE> 12

                                  SIGNATURES


       Pursuant to the requirements of Section 13 or 15(d) 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.

                                           KELLWOOD COMPANY



Dated: July 17, 1998                        /s/ Thomas H. Pollihan
                                           -----------------------------------
                                           Thomas H. Pollihan
                                           Vice President, Secretary and
                                           General Counsel

       Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following on behalf of Kellwood
Company and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

       Signature                        Title                     Date
       ---------                        -----                     ----
<C>                           <S>                             <C>
 /s/ William J. McKenna       Director, Chairman of the       July 17, 1998
------------------------      Board
   William J. McKenna

 /s/ Hal J. Upbin             Director, President and         July 17, 1998
------------------------      Chief Executive Officer
   Hal J. Upbin

 /s/ James C. Jacobsen        Director, Vice Chairman         July 17, 1998
------------------------      (principal financial and
   James C. Jacobsen          accounting officer)

   Raymond F. Bentele         Director
                                                       /s/ Thomas H. Pollihan
   Edward S. Bottum           Director               -------------------------
                                                     Thomas H. Pollihan
   Kitty G. Dickerson         Director               Attorney-in-fact
                                                     July 17, 1998
   Leonard A. Genovese        Director

   Jerry M. Hunter            Director

   James S. Marcus            Director

   Fred W. Wenzel             Director
</TABLE>

                                    -12
<PAGE> 13

                     REPORT OF INDEPENDENT ACCOUNTANTS ON
                         FINANCIAL STATEMENT SCHEDULE


To the Board of Directors
of Kellwood Company

       Our audits of the consolidated financial statements referred to in our
report dated May 28, 1998 appearing at page 16 of the 1998 Annual Report to
Shareowners of Kellwood Company (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the Financial Statement Schedule listed in Item
14(a) of this Form 10-K.  In our opinion, this Financial Statement Schedule
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements.



PRICE WATERHOUSE LLP

St. Louis, Missouri
May 28, 1998






                         CONSENT OF INDEPENDENT ACCOUNTANTS


       We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 033-64847) of Kellwood Company of our report dated
May 28, 1998 appearing at page 16 of the 1998 Annual Report to Shareowners
which is incorporated in this Annual Report on Form 10-K.  We also consent to
the incorporation by reference of our report on the Financial Statement
Schedule, which appears at page 13 on this Form 10-K.



PricewaterhouseCoopers LLP

St. Louis, Missouri
July 14, 1998






                         CONSENT OF INDEPENDENT ACCOUNTANTS


       We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 (No. 333-36559) of Kellwood Company of our report dated
May 28, 1998 appearing at page 16 of the 1998 Annual Report to Shareowners
which is incorporated in this Annual Report on Form 10-K. We also consent to
the incorporation by reference of our report on the Financial Statement
Schedule, which appears at page 13 of this Form 10-K.



PricewaterhouseCoopers LLP

St. Louis, Missouri
July 14, 1998

                                    -13-
<PAGE> 14

<TABLE>
                                           KELLWOOD COMPANY AND SUBSIDIARIES
                                  SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
                                                     (In Thousands)


Column A                             Column B                 Column C                  Column D                 Column E
--------                             --------        ---------------------------        --------                 --------
                                                               Additions
                                                     ---------------------------
                                    Balance at       Charged to       Charged to                                 Balance
                                    beginning        costs and           other                                   at end
       Description                  of period        expenses          accounts         Deductions              of period
       -----------                  ----------       ----------       ----------        ----------              ---------
<S>                                  <C>               <C>               <C>           <C>                       <C>
YEAR ENDED APRIL 30, 1998:

Allowance for
doubtful accounts                    $5,536            $3,524            --            $(1,973)<F(A)>            $11,033

YEAR ENDED APRIL 30, 1997:

Allowance for
doubtful accounts                     5,225             2,262            --              1,951 <F(A)>              5,536

YEAR ENDED APRIL 30, 1996:

Allowance for
doubtful accounts                     5,709             1,601            --              2,085 <F(A)>              5,225


<FN>
<F(A)>  Write-off bad debts (recoveries), net
</TABLE>

                                    -14-
<PAGE> 15

<TABLE>
                                                   EXHIBIT INDEX
<CAPTION>
S.E.C. Exhibit
Reference No.                                      Description
--------------                                     -----------
<C>                     <S>
        3.1             -  Restated Certificate of Incorporation of Kellwood Company, as
                           amended, incorporated herein by reference to Form 10-Q for the
                           quarter ended July 31, 1987, SEC File No. 1-7340.

        3.2             -  By-Laws, as amended through November 21, 1995, incorporated herein by
                           reference to Form 10-K for the fiscal year ended April 30, 1996, SEC
                           File No. 1-7340.

        4.1             -  Note Purchase Agreement dated December 29, 1986, with exhibits,
                           incorporated herein by reference to Form 10-Q for the quarter ended
                           January 31, 1987, SEC File No. 1-7340.

        4.2             -  Indenture between the Registrant and Centerre Trust Company of St.
                           Louis, and the 9% Convertible Subordinated Debentures due 1999,
                           incorporated herein by reference to Registration Statement on Form S-
                           2, Registration No. 2-93522, effective October 18, 1984.

        4.3             -  Note Agreement dated July 1, 1993, incorporated herein by reference
                           to Form 10-Q for the quarter ended July 31, 1993, SEC File No. 1-
                           7340.

        4.4             -  Rights to Acquire Series A Junior Preferred Stock, pursuant to a
                           Rights Agreement between the registrant and Centerre Trust Company of
                           St. Louis, incorporated herein by reference to Registration Statement
                           on Form 8-A, effective June 24, 1986 and Amendment dated August 21,
                           1990, incorporated herein by reference to Form 10-Q for the quarter
                           ended October 31, 1990, and Amendment dated May 31, 1996 incorporated
                           herein by reference to Form 8-A/A effective June 3, 1996, SEC File
                           No. 1-7340.

        4.5             -  Note Purchase Agreement dated December 1, 1987, with exhibits,
                           incorporated herein by reference to Form 10-Q for the quarter ended
                           January 31, 1988, SEC File No. 1-7340.

        4.6             -  Note Purchase Agreement dated December 15, 1989, with exhibits,
                           incorporated herein by reference to the Form 10-Q for the quarter
                           ended January 31, 1990, SEC File No. 1-7340.

        4.7             -  Credit Agreement dated as of May 31, 1996 among Kellwood Company,
                           certain commercial lending institutions, and The Bank of Nova Scotia,
                           as Administrative Agent and Syndication Agent, and Bank of America
                           National Trust and Savings Association, as documentation Agent,
                           incorporated herein by reference to Form 10-K for the fiscal year
                           ended April 30, 1996, SEC File No. 1-7340.


<PAGE> 16

<CAPTION>
S.E.C. Exhibit
Reference No.                                      Description
--------------                                     -----------
<C>                     <S>
        10.2<F*>        -  Employment Agreement dated December 9, 1992, between Kellwood Company
                           and William J. McKenna, effective December 1, 1992, incorporated
                           herein by reference to the Form 10-Q for the quarter ended January
                           31, 1993, SEC File No. 1-7340; Amendment dated May 28, 1993,
                           effective May 1, 1993, incorporated herein by reference to Form 10-K
                           for the fiscal year ended April 30, 1993, SEC File No. 1-7340;
                           Amendment dated November 26, 1996, effective May 1, 1996,
                           incorporated herein by reference to the Form 10-Q for the quarter
                           ended January 31, 1997, SEC File No. 1-7340; and Amendment dated
                           November 11, 1997, effective May 1, 1997, filed herewith.

        10.3<F*>        -  Form of Employment Agreement dated November 30, 1984, between
                           Kellwood Company and executive officers, incorporated herein by
                           reference to Form 10-K for the fiscal year ended April 30, 1985, SEC
                           File No. 1-7340.

        10.4<F*>        -  1995 Stock Option Plan For Nonemployee Directors and 1995 Omnibus
                           Incentive Stock Option Plan, incorporated herein by reference to
                           Appendixes A & B to the Company's definitive proxy statement dated
                           July 13, 1995, SEC File No. 1-7340.

        10.5<F*>        -  Executive Deferred Compensation Plan, adopted and effective as of
                           January 1, 1997; and Executive Deferred Compensation Plan Amendment,
                           adopted March 18, 1997, incorporated herein by reference to Form 10-K
                           for the fiscal year ended April 30, 1997, SEC File No. 1-7340.

        10.6<F**>       -  Agreement for Services Between Kellwood Company and Electronic Data
                           Systems Corporation, dated June 21, 1996; and Amendment Regarding Use
                           of Kellwood Purchase Card by EDS Employees, dated April 29, 1997,
                           incorporated herein by reference to Form 10-K for the fiscal year
                           ended April 30, 1997, SEC File No. 1-7340.

        10.7<F*>        -  Corporate Development Incentive Plan of 1986 (As Amended) formerly
                           the Key Executive Long-Term Incentive Plan of 1983, incorporated
                           herein by reference to Form 10-K for the fiscal year ended April 30,
                           1994, SEC File No. 1-7340; and Amendment dated May 29, 1997,
                           incorporated herein by reference to Exhibit A to the Company's
                           definitive Proxy Statement dated July 17, 1997, SEC File No. 1-7340.

        10.8<F*>        -  Employment Agreement dated December 1, 1997, between Kellwood Company
                           and Hal J. Upbin, effective December 1, 1997, filed herewith.

        13              -  Portions of the Annual Report to Shareowners for the fiscal year
                           ended April 30, 1998 which are incorporated by reference at Item 1 in
                           Part I, Items 5, 6, 7 and 8 in Part II, and Part IV; filed herewith.

        21              -  Subsidiaries of the Company, appearing at page 15 of this report.

        23              -  Consents of Independent Accountants, appearing at page 13 of this
                           report.

        24              -  Powers of Attorney:  Ms. Dickerson and Messrs. Bentele, Bottum,
                           Genovese, Hunter, Marcus and Wenzel; filed herewith.

        27              -  Financial Data Schedule, filed herewith.
<FN>
<F*> Denotes management contract or compensatory plan.


<PAGE> 17

<F**> Pursuant to the Securities Exchange Act of 1934, Rule 24b-2, confidential
portions of Exhibit 10.6 have been deleted and filed separately with the
Commission pursuant to a request for confidential treatment.
</TABLE>