UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-K/A
 (Amendment
No. 1)
 
 
 X  ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the
fiscal year ended January 29, 2005
 
 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
    (IRS
      Employerof
      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:
 Name
      of each exchangeTitle
      of each
      class
    on
      which
      registeredCommon
      Stock, par value $.01
    New
      York Stock ExchangePreferred
      Stock Purchase Rights
    New
      York Stock Exchange
  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. [  ]
 
 Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Act). Yes [X] No [  ]
 
 The
Company estimates that the aggregate market value of the Common Stock held by
nonaffiliates on July 31, 2004 (based upon the closing price of these shares on
the New York Stock Exchange) was approximately $1,080,306,856.
 
 At March
5, 2005, Kellwood Company had 27,765,464 shares of Common Stock, par value $.01,
outstanding.
 
  1
  **Documents
Incorporated By Reference**
 Certain
portions of the registrant’s Proxy Statement for Annual Meeting of Shareowners
to be held on June 2, 2005 are incorporated in Part III of this Form
10-K.
 
 Explanatory
Note
 
 This form
10-K/A (Amendment No. 1) is being filed solely for the purpose of filing certain
additional exhibits as part of this report and revising the list of exhibits to
reflect such additional exhibit filings. Accordingly, Item 15 is amended and
restated in its entirety as set forth herein.
 
 **Part
IV**
 
  **Item
15. Exhibits and Financial Statement Schedules**
 (a)
Financial Statements and Schedules
  The
consolidated financial statements, together with the report thereon of
PricewaterhouseCoopers LLP dated March 9, 2005, constitute part of the 2004
Annual Report to Shareowners which information is included in Exhibit 13 to this
Form 10-K and is incorporated herein by reference.
 
 (i)
    Financial
      Statements:
 
 Report of
Independent Registered Public Accounting Firm
 
 Consolidated
Statement of Earnings, Year Ended January 29, 2005; Year Ended January 31, 2004;
and Year Ended February 1, 2003
 
 Consolidated
Balance Sheet, January 29, 2005; and January 31, 2004
 
 Consolidated
Statement of Cash Flows, Year Ended January 29, 2005; Year Ended January 31,
2004; and Year Ended February 1, 2003
 
 Consolidated
Statement of Shareowners’ Equity, Year Ended January 29, 2005; Year Ended
January 31, 2004; and Year Ended February 1, 2003
 
 Notes to
Consolidated Financial Statements
 
 (ii)
    Financial
      Statement Schedules:
 
 Schedules
have been omitted because they are not required or are not applicable or because
the information required to be set forth therein is included in the consolidated
financial statements or the notes to the consolidated financial
statements.
 
 (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.
  2
  
 S.E.C.
      ExhibitReference
      No.
    Description3.1
    -
      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 April 1, 2004, incorporated herein by reference to
      Form 10-Q for the quarter ended May 1, 2004, SEC File No.
      1-7340.4.1
    -
      Indenture for senior debt securities dated as of September 30, 1997
      between Kellwood Company and JPMorgan Chase Bank, formerly known as the
      Chase Manhattan Bank, as Trustee, under which certain of the Company’s
      debt securities are outstanding, incorporated herein by reference to Form
      S-3 filed October 24, 1997, SEC File No. 333-36559.4.3
    -
      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, and Amendment dated
      November 21, 2000 incorporated herein by reference to Form 10-K for the
      fiscal year ended February 3, 2001, SEC File No.
1-7340.4.8
    -
      Credit Agreement dated as of October 20, 2004 among Kellwood Company,
      certain commercial lending institutions, and Bank of America, N.A., as
      Administrative Agent and Banc of America Securities LLC as Sole Lead
      Arranger and Sole Book Manager incorporated herein by reference to Form
      8-K dated October 21, 2004, SEC File No. 1-7340.4.9
    -
      Indenture for senior debt securities dated as of June 22, 2004 between
      Kellwood Company and Union Bank of California, N.A., as Trustee, under
      which certain of the Company’s debt securities are outstanding,
      incorporated herein by reference to Form S-3 filed July 30, 2004, SEC File
      No. 333-117833.10.1*
    -
      Employment Agreement dated December 1, 1999, between Kellwood Company and
      Hal J. Upbin, incorporated herein by reference to Form 10-K for the
      transition period ended January 31, 2000, SEC File No.
    1-7340.10.2*
    -
      Restricted Stock Compensation Plan of 1969, as Amended, filed
      herewith.10.3*
    -
      Form of Employment Agreement regarding change of control matters 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*
    -
      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*
    -
      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**
    -
      Information Technology Service Agreement between Kellwood Company and
      Electronic Data Systems Corporation dated March 31, 2002, incorporated
      herein by reference to Form 10-K for the fiscal year ended February 2,
      2002, SEC File No. 1-7340.10.7*
    -
      Corporate Development Incentive Plan As Restated, dated May 30, 2002,
      incorporated herein by reference to Appendix B to the Company’s definitive
      Proxy Statement dated April 16, 2002, SEC File No.
  1-7340.
 
 3
 S.E.C.
      ExhibitReference
      No.
    Description10.8*
    -
      Amendment to Employment Agreement dated May 29, 2003 between Kellwood
      Company and Hal J. Upbin, incorporated herein by reference to Form 10-Q
      for the quarter ended May 3, 2003, SEC File No. 1-7340.10.9*
    -
      1995 Stock Option Plan For Nonemployee Directors As Amended, dated May 30,
      2002, incorporated herein by reference to Appendix A to the Company’s
      definitive Proxy Statement dated April 16, 2002, SEC File No.
      1-7340.10.10*
    -
      Executive Deferred Compensation Plan II, effective as of January 1, 2005,
      and the Kellwood Company Deferred Compensation Plan II for Non-Employee
      Directors, effective as of January 1, 2005, incorporated herein by
      reference to Form 8-K dated December 6, 2004, SEC File No.
      1-7340.10.11*
    -
      Form of Non-Qualified Stock Option, incorporated herein by reference to
      Exhibit 99.1 of Form 8-K filed March 14, 2005, SEC File No.
      1-7340.10.12*
    -
      Form of Incentive Stock Option, incorporated herein by reference to
      Exhibit 99.2 of Form 8-K filed March 14, 2005, SEC File No.
      1-7340.10.13*
    -
      Form of annual compensation term sheet for Hal J. Upbin, including the
      form of stock grant award under the Kellwood Corporate Development
      Incentive Plan, as restated, incorporated herein by reference to Exhibit
      99.3 of Form 8-K filed March 14, 2005, SEC File No.
  1-7340.10.14*
    -
      Form of annual compensation term sheet for Robert C. Skinner, Jr.,
      including the form of stock grant award under the Kellwood Corporate
      Development Incentive Plan, as restated, incorporated herein by reference
      to Exhibit 99.4 of Form 8-K filed March 14, 2005, SEC File No.
      1-7340.10.15*
    -
      Form of annual compensation term sheet for Stephen L. Ruzow, including the
      form of stock grant award under the Kellwood Corporate Development
      Incentive Plan, as restated, incorporated herein by reference to Exhibit
      99.5 of Form 8-K filed March 14, 2005, SEC File No.
  1-7340.10.16*
    -
      Form of annual compensation term sheet for W. Lee Capps, III, including
      the form of stock grant award under the Kellwood Corporate Development
      Incentive Plan, as restated, incorporated herein by reference to Exhibit
      99.6 of Form 8-K filed March 14, 2005, SEC File No.
  1-7340.10.17*
    -
      Form of annual compensation term sheet for Thomas H. Pollihan, including
      the form of stock grant award under the Kellwood Corporate Development
      Incentive Plan, as restated, incorporated herein by reference to Exhibit
      99.7 of Form 8-K filed March 14, 2005, SEC File No.
  1-7340.10.18*
    -
      Summary of Non-Employee Directors’ Compensation, filed
      herewith.10.19*
    -
      Form of Death Benefit Agreement dated June 2, 1994 entered into between
      the Company and each of Hal J. Upbin and Thomas H. Pollihan, effective
      June 2, 1994, filed herewith.10.20*
    -
      Form of First Amendment to Death Benefit Agreement dated May 22, 2001
      entered into between the Company and each of Hal J. Upbin and Thomas H.
      Pollihan, effective December 8, 2000, filed herewith.13***
    -
      Portions of the Annual Report to Shareowners for the fiscal year ended
      January 29, 2005, which are incorporated by reference in this Form
      10-K.21***
    -
      Subsidiaries of the Company.23***
    -
      Consent of Independent Registered Public Accounting
  Firm.24***
    -
      Powers of Attorney: Ms. Dickerson and Page and Messrs. Baer, Bloom,
      Hunter, Katzen, Skinner, Upbin and
Weinberg.
 
 4
 S.E.C.
      ExhibitReference
      No.
    Description31.1
    -
      Certification of Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002, filed herewith.31.2
    -
      Certification of Chief Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002, filed herewith.32***
    -
      Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.
 
 * Denotes
management contract or compensatory plan.
 
 **
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.
 
 ***
Previously filed with Form 10-K for the fiscal year ended January 29,
2005.
 
 
 
 
 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
      COMPANYDated:
      May 11, 2005/s/
      Hal J.
      UpbinHal
      J. UpbinDirector,
      Chairman of the Board,and
      Chief Executive Officer
        5