<PAGE>

                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM 10-K
                              (Amendment No. 2)

 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 Employer
of 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 exchange
    Title of each class                        on which registered
    --------------------------------           --------------------------
    Common Stock, par value $.01               New York Stock Exchange
    Preferred 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.

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/A (Amendment No. 2).

                                     1

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EXPLANATORY NOTE
Kellwood Company (the Company) is filing this Amendment No. 2 on Form 10-K/A
to amend, in its entirety, its Annual Report on Form 10-K for fiscal year
ended January 29, 2005 (the Original Filing), which was filed with the
Securities and Exchange Commission (the SEC) on March 16, 2005 and
subsequently amended with a Form 10-K/A (Amendment No. 1) on May 11, 2005.
On December 1, 2005, the Company concluded that it would restate certain
historical financial information. Prior to the completion of the financial
statements for the three and nine months ended October 29, 2005, the Company
determined that it incorrectly accounted for freight, duty and agents'
commission costs related to imports of goods at a regional accounting center
which resulted in the understatement of accounts payable and cost of
products sold. The Company identified this issue after the regional
accounting center was centralized into the Company's financial services
operations in St. Louis and subsequent review of accounting processes.

As more fully described in Note 2 to the Consolidated Financial Statements,
the purpose of this Amendment No. 2 is to amend the Annual Report to reflect
restated amounts due to the correction of the above described accounting
error that resulted in the understatement of cost of products sold and
current liabilities. In addition, the restatement reflects the effect of the
correction of the underaccrual of liabilities related to a Death Benefits
Program that had resulted in the understatement of selling, general, and
administrative expenses and deferred taxes and other. This Form 10-K/A
(Amendment No. 2) does not include any restatement of its originally filed
Consolidated Balance Sheet at February 1, 2003 and Consolidated Statements
of Earnings, Cash Flows and Shareowners' Equity for fiscal year ended
February 1, 2003.

The previously issued financial statements included in the Form 10-K for the
year ended January 29, 2005 should no longer be relied upon. Concurrent with
this filing, the Company has also filed its amended Quarterly Reports on
Form 10-Q/A for the quarters ended April 30, 2005 and July 30, 2005. All
amounts referenced in these filings reflect the relevant amounts on a
restated basis. As a result of these amendments, the certifications pursuant
to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, filed as
exhibits to the Original Filing, have been re-executed and re-filed as of
the date of this Form 10-K/A (Amendment No. 2).

PART I
------

ITEM 1.  BUSINESS
The Company's fiscal year ends on the Saturday nearest January 31.
References to the Company's fiscal years represent the following:

      FISCAL YEAR                   REPRESENTS THE 52 WEEKS ENDED
      -----------                   -----------------------------
      2004                          January 29, 2005
      2003                          January 31, 2004
      2002                          February 1, 2003

(a) Kellwood Company and its subsidiaries (the Company) are marketers of
apparel and consumer soft goods. The Company specializes in branded as well
as private label products, and markets to all channels of distribution with
product specific to a particular channel. Most of the Company's products are
purchased from foreign, contract manufacturers. The Company's Smart Shirts
operation, discussed below, manufactures their own products.

                                     2

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Kellwood Company was founded in 1961 as the successor by merger of fifteen
independent suppliers to Sears. Beginning in 1985, 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. As a result of this 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 strategy has expanded
its branded label products, diversified its customer base, broadened its
channels of distribution and further developed its global product sourcing
capabilities. Also as part of this strategy, Kellwood has acquired 24
domestic companies or businesses since 1985. The following companies are
those acquired since 1998:

      COMPANY NAME                                         DATE OF ACQUISITION
      --------------------------------------               -------------------
      o  Phat Fashions, LLC/Phat Licensing, LLC            February 2004
      o  Briggs New York Corp.                             February 2003
      o  Gerber Childrenswear, Inc.                        June 2002
      o  Group B Clothing Co., Inc.                        December 2000
      o  Romance Du Jour, Inc.                             September 2000
      o  Dorby Frocks, Ltd.                                September 2000
      o  Academy Broadway                                  August 2000
      o  Biflex International, Inc.                        January 2000
      o  Koret, Inc.                                       April 1999
      o  Fritzi California                                 December 1998

These companies are principally marketers of branded apparel. In addition to
its domestic acquisitions, in the early 1980's, the Company acquired Smart
Shirts Limited (Smart Shirts) of Hong Kong, a leading shirt and blouse
manufacturer in the Far East. Since its acquisition, Smart Shirts has
diversified its manufacturing capabilities from its principal base of Hong
Kong to the People's Republic of China, Sri Lanka, and the Philippines.

(b) The information required by this Item constitutes part of the Company's
2004 Annual Report to Shareowners, under the caption "Industry Segment and
Geographic Area Information," in Note 15 to the Consolidated Financial
Statements which information is included in Exhibit 13 to this Form 10-K/A
(Amendment No. 2) and is incorporated herein by reference.



                                     3

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(c) The Company and its subsidiaries are principally engaged in the apparel
and related soft goods industry. These products are manufactured primarily
in Asia.

     (i)      The Company's business units are aggregated into three major
              consumer market product groupings along with General
              Corporate, which represent the Company's four reportable
              segments. The three major consumer segments are as follows:

              o    WOMEN'S SPORTSWEAR designs, merchandises and sells
                   women's sportswear sold through leading retailers in all
                   channels of distribution. The product line includes
                   blazers, dresses, sweaters, blouses, vests, other tops,
                   skirts, pants, and skorts. The business is primarily
                   branded goods sold at the popular-to-moderate price
                   points, but the segment does include some
                   better-to-bridge lines - upper price point women's
                   sportswear sold principally to small specialty stores,
                   department stores and catalog houses. A partial list of
                   such brands are Sag Harbor(R), Koret(R), Jax(R), David
                   Dart(R), Dorby(TM), My Michelle(R), Briggs New York(R),
                   Northern Isles(R) and David Brooks(R). Calvin Klein(R),
                   XOXO(R), IZOD(R), Liz Claiborne(R) Dresses and Suits,
                   David Meister(TM) and Bill Burns(R) are produced under
                   licensing agreements. Sales of Women's Sportswear
                   accounted for 59%, 60%, and 61% of the Company's
                   consolidated revenue in 2004, 2003, and 2002,
                   respectively.

              o    MEN'S SPORTSWEAR designs, merchandises, manufactures and
                   sells men's woven and knit shirts, pants, and jeans sold
                   to leading department stores, catalog houses and national
                   chains. The business is primarily private label but also
                   includes a number of licensed, branded programs such as
                   Slates(R) business casual shirts, sweaters and tops and
                   Nautica(R), Claiborne(R) and Dockers(R) dress shirts and
                   Phat(R), Def Jam University(TM) and Run Athletics(TM)
                   sportswear. Sales of Men's Sportswear accounted for 25%,
                   21%, and 18% of the Company's consolidated revenue in
                   2004, 2003, and 2002, respectively.

              o    OTHER SOFT GOODS designs, merchandises and sells intimate
                   apparel, infant apparel and recreation products (tents,
                   sleeping bags, backpacks and related products). The
                   business is primarily branded goods including Kelty(R)
                   and Sierra Designs(R) for recreation products, Gerber(R)
                   for infant apparel and Oscar de la Renta Pink Label(R)
                   for intimate apparel. Sales of Other Soft Goods accounted
                   for 16%, 19%, and 21% of the Company's consolidated
                   revenue in 2004, 2003, and 2002, respectively.

     (ii)     The Company anticipates no significant change in products or
              new industry segments which would require a material
              investment. However, business acquisitions and new brands
              (either developed internally or through license agreements)
              within all three of the Company's consumer market segments are
              continually being considered. Overall, it is anticipated that
              external and internal demands will generate increasing
              requirements for capital investment.

              In 2003 and 2004 the Company entered into several major
              licensing agreements, including Calvin Klein(R) and IZOD(R)
              for women's sportswear, XOXO(R) for juniors sportswear and
              dresses, Lucy Pereda(TM) sportswear, Liz Claiborne(R) for
              women's dresses and suits, Def Jam(TM) for women's and men's
              sportswear and Oscar de la Renta Pink Label(R) for Intimate
              Apparel. On February 3, 2004 the Company completed the
              acquisition of Phat Fashions, LLC and Phat Licensing, LLC
              (together referred to as Phat). Phat is a licensor of apparel
              for men, women and children, athletic shoes and accessories
              through the Phat Farm(R) and Baby Phat(R) brands. Part of the
              purchase was Phat's option to buyout the license from the
              menswear licensee, which the Company exercised in February
              2004.

     (iii)    The Company purchases finished goods from numerous contract
              manufacturers and to a lesser extent raw materials directly
              from numerous textile mills and yarn producers and converters.
              The Company has not experienced difficulty in obtaining
              finished goods or raw materials essential to its business in
              any of its three business segments.

     (iv)     The Company is the owner of certain trade names essential to
              its business. The Company also holds licenses of certain trade
              names in each of their business segments having various terms
              which expire through 2009. Further information about the
              Company's trade names is set forth in the Company's 2004
              Annual Report to Shareowners, under the caption "Industry
              Segment and Geographic Area Information," in Note 15 to the
              Consolidated Financial Statements, which information is
              included in Exhibit 13 to this Form 10-K/A (Amendment No. 2)
              and is incorporated herein by reference.

                                     4

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     (v)      Although the Company's various product lines are sold on a
              year-round basis, the demand for specific styles is seasonal.
              Women's Sportswear products are sold prior to each of the
              retail selling seasons including spring, summer, fall and
              holiday. Sales of Men's Sportswear and Other Soft Goods are
              also dependent, to a lesser extent, on the retail selling
              season.

     (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)    No customer accounts for more than 10% of the Company's
              revenues in 2004.

     (viii)   The Company does not believe that backlog is a meaningful or a
              material indicator of sales that can be expected for any
              period. All of the Company's backlog is expected to be filled
              within 12 months, but there can be no assurance that the
              backlog at any point in time will translate into sales in any
              particular subsequent period.

     (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.
              Kellwood's ability to compete depends principally on styling,
              service to the retailer, continued high regard for the
              Company's brands and trade names, and price. The Company's
              competitors include, among others, Jones Apparel Group Inc.,
              Liz Claiborne Inc., V.F. Corporation, Polo Ralph Lauren Corp.,
              and Tommy Hilfiger Corp.

     (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. The amount spent on research and
              development activities during 2004, 2003, and 2002 was not
              material.

     (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 2004, there were approximately 32,000 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 Smart Shirts operations in the Men's Sportswear segment,
the Company's 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. The
sales, operating profit, and net assets attributable to each segment are set
forth under the caption "Industry Segment and Geographic Area Information"
in Note 15 to Consolidated Financial Statements in the Company's 2004 Annual
Report to Shareowners which information is included in Exhibit 13 to this
Form 10-K/A (Amendment No. 2) and which is incorporated herein by reference.
Smart Shirts' operations are included in the Men's Sportswear segment and
comprise 67% of sales and 65% of net assets of this segment for 2004; 71% of
sales and 76% of net assets of this segment for 2003; and 78% of sales and
77% of net assets of this segment for 2002. Almost all of Smart Shirt's net
assets are located outside of the United States. Almost all of Smart Shirt's
sales were in the United States in 2004, 2003 and 2002. The risk attendant
to the Company's Smart Shirts operations is believed to be slightly greater
than that of domestic operations primarily due to uncertainty resulting from
the elimination of quota in 2005, foreign currency risk, risk associated
with operating in multiple foreign countries and political risk.
Diversification of Smart Shirts' manufacturing capacity to various countries
helps to mitigate these risks.

Because approximately 80% of the Company's products are sourced from
contract manufacturers, primarily in the Eastern Hemisphere, in 2002 the
Company established Kellwood Trading Limited (KTL), a Far Eastern sourcing
infrastructure based in Hong Kong. KTL provides sourcing only to Kellwood
business units. KTL does not have significant assets.

The Company sources product from contract manufacturers and manufactures
product, primarily in the Eastern Hemisphere. The elimination of quota in
January 2005 and the potential impact of the implementation of safeguards,
if any, in China, produces an uncertainty. The elimination of quota in
January 2005 should result in more efficient sourcing of product and
improved productivity in our sourcing organization. However, the impact of
eliminating quota in January 2005 and the potential impact of the
implementation of safeguards, if any, in China cannot be predicted with
certainty, and the benefit, if any, is not estimable at this time.

                                     5

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(e) Kellwood Company maintains a company website at www.kellwood.com. The
Company makes available, free of charge through the website, its annual
report on Form 10-K/A (Amendment No. 2), quarterly reports on Form 10-Q and
Form 10-Q/A, and current reports on Form 8-K as soon as reasonably
practicable after such reports are filed with or furnished to the SEC.
Information relating to corporate governance at the Company, including the
Corporate Governance Committee Charter, Compensation Committee Charter,
Audit Committee Charter and corporate governance guidelines, is available at
our website under the caption "Corporate Governance" and is also available
in print to any shareowner who requests it.

ITEM 2.  PROPERTIES
At January 29, 2005, the Company operated 38 distribution or production
facilities worldwide.

WOMEN'S SPORTSWEAR
This segment operates 14 warehousing and distribution centers totaling
approximately 3.3 million square feet including:
     o    A 525,000 square foot warehouse and distribution center in the Los
          Angeles area;
     o    A multi-tiered 880,000 square foot warehouse and distribution
          center in Trenton, Tennessee; and
     o    A 600,000 square foot warehouse and distribution center in Chico,
          California.

These facilities serve multiple business units, thereby generating economies
of scale in warehousing and distribution activities.

MEN'S SPORTSWEAR
This segment operates 2 warehouse and distribution centers and 13
manufacturing facilities totaling approximately 1.3 million square feet.
Almost all these facilities relate to our Smart Shirts subsidiary, which
operates 1 warehouse and distribution center and 12 manufacturing facilities
totaling approximately 1.15 million square feet. Smart Shirts' subsidiaries
manage operations in Hong Kong, Sri Lanka, Philippines and the People's
Republic of China.

Additionally, this segment operates a manufacturing facility in Mexico and a
distribution center in Tennessee and shares warehousing with the Women's
Sportswear segment. In the first quarter of 2005, the Company closed the
manufacturing facility in Mexico.

OTHER SOFT GOODS
This segment operates:
     o    5 domestic warehousing and distribution facilities and 1
          warehousing and distribution facility in Canada totaling
          approximately 940,000 square feet
     o    3 manufacturing facilities totaling approximately 230,000 square
          feet located in Honduras, Dominican Republic and the United
          States.

The Company's operating facilities are primarily owned or leased under
operating leases that generally contain renewal options. The Company leases
its corporate office space in St. Louis County, Missouri and New York City,
as well as showrooms in New York City.

In management's opinion, current facilities generally are well maintained
and provide adequate 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 to reflect the international business environment.

ITEM 3.  LEGAL PROCEEDINGS
The Company is currently party to various legal proceedings. While
management currently believes that the ultimate outcome of these
proceedings, individually and in the aggregate, will not have a material
adverse impact on the Company's financial position or overall trends in
results of operations, litigation is subject to inherent uncertainties.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the last
quarter of the year covered by this report.



                                     6

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PART II
-------

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

COMMON STOCK DATA

<TABLE>
<CAPTION>
                                         2004                                    2003
                           --------------------------------       --------------------------------
                                Stock Price      Dividends             Stock Price       Dividends
                              High       Low       Paid              High        Low       Paid
                           ---------  ---------  ---------        ----------  ---------  ---------
<S>                        <C>        <C>        <C>              <C>         <C>        <C>
First Quarter              $   43.60  $   37.47  $    0.16        $    30.54  $   22.65  $    0.16
Second Quarter                 45.10      36.88       0.16             34.85      26.79       0.16
Third Quarter                  41.13      31.32       0.16             38.34      31.50       0.16
Fourth Quarter                 36.17      28.00       0.16             42.89      34.90       0.16
</TABLE>

Common stock of Kellwood Company is traded on the New York Stock Exchange,
ticker symbol KWD. At March 5, 2005, there were approximately 2,863
shareowners of record.

In September 2000 the Board of Directors authorized the Company to
repurchase up to an additional ten percent of the outstanding shares of its
Common Stock (up to approximately 2.27 million shares) in the open market or
through privately negotiated transactions at management's discretion and
depending on market conditions. No purchases have been made pursuant to this
authorization.

The Company has two stock option plans (one for employees and one for
non-employee directors) and a corporate development incentive plan, all of
which are publicly announced plans. Under these plans, the Company can
repurchase previously owned shares from employees to cover the exercise
price of the options or employee tax liabilities. The table below summarizes
stock repurchases under these programs.

                      Total Number of          Average Price
       Period         Shares Purchased         Paid per Share
--------------------  ----------------         --------------
02/01/04 - 03/06/04              10,535        $        42.49
04/04/04 - 05/01/04               9,727                 42.36
06/06/04 - 07/03/04               5,624                 44.23
08/01/04 - 09/04/04              12,840                 38.52
09/05/04 - 10/02/04               6,383                 37.06
                      -----------------        --------------
Total                            45,109        $        40.78
                      =================        ==============

ITEM 6.  SELECTED FINANCIAL DATA
The information required by this Item constitutes part of the Company's 2004
Annual Report to Shareowners, under the caption "Five Year Financial
Summary," which information is included in Exhibit 13 to this Form 10-K/A
(Amendment No. 2) and 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 constitutes part of the Company's 2004
Annual Report to Shareowners, under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations," which
information is included in Exhibit 13 to this Form 10-K/A (Amendment No. 2)
and is incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this Item constitutes part of the Company's 2004
Annual Report to Shareowners, under the caption "Market Risk Sensitivity and
Inflation Risks," which information is included in Exhibit 13 to this Form
10-K/A (Amendment No. 2) and is incorporated herein by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements, together with the report thereon of
PricewaterhouseCoopers LLP dated March 10, 2005, except for Note 16, which
is as of March 15, 2005, and except for the restatement described in Note 2
to the consolidated financial statements and the matter discussed in the
penultimate paragraph of Management's Report on Internal Control Over
Financial Reporting, as to which the date is January 11, 2006, constitute
part of the Company's 2004 Annual Report to Shareowners, which is included
in Exhibit 13 to this Form 10-K/A (Amendment No. 2) and is incorporated
herein by reference.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.



                                     7

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ITEM 9A. CONTROLS AND PROCEDURES
RESTATEMENT
As discussed in Note 2 to the consolidated financial statements, management
of the Company has amended its Annual Report on Form 10-K for the year ended
January 29, 2005 (fiscal 2004), to restate the Company's annual consolidated
financial statements as of and for the years ended January 29, 2005 and
January 31, 2004 and the selected unaudited quarterly financial data for
each of the quarters within the years ended January 29, 2005 and January 31,
2004. The determination to restate these consolidated financial statements
and other financial information was made as a result of management's
identification of accounting errors resulting from accounting methods used
at a regional accounting center to accrue for freight, duty and agents'
commission costs related to imports of goods and related to the accounting
for the Company's death benefits program. This resulted in the
understatement of accounts payable, deferred income taxes and other, cost of
products sold and selling, general and administrative expenses. The Company
identified this issue after the regional accounting center was centralized
into the Company's financial services operations in St. Louis and subsequent
review of accounting processes.

CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed in the Company's
periodic Securities Exchange Act of 1934 reports is recorded, processed,
summarized and reported within the time periods specified in the Securities
and Exchange Commission's (SEC) rules and forms and that such information is
accumulated and communicated to the Company's management, including its
Chief Executive Officer and Chief Financial Officer, as appropriate, to
allow timely decisions regarding required disclosures.

As a result of the restatement discussed above, management of the Company,
under the direction of the Company's Chief Executive Officer and Chief
Financial Officer, has re-evaluated the effectiveness of its disclosure
controls and procedures (as defined in the Securities Exchange Act of 1934
Rules 13a- 15(e)) as of January 29, 2005. Based upon this re-evaluation and
as a result of the material weakness discussed below under "Management's
Report on Internal Control Over Financial Reporting (Restated)", the
Company's management, including its Chief Executive Officer and Chief
Financial Officer, has concluded that its disclosure controls and procedures
were not effective as of January 29, 2005.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING (RESTATED)
The Company's management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is defined
in Exchange Act Rule 13a- 15(f).

Under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief
Financial Officer, the Company conducted an evaluation of the effectiveness
of its internal control over financial reporting based on the framework in
Internal Control - Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) as of January 29,
2005.

A material weakness is a control deficiency, or combination of control
deficiencies, that results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will not be
prevented or detected. As of January 29, 2005, the Company did not maintain
effective controls over the completeness and accuracy of accruals for
freight, duty and agents' commission costs. Specifically, effective controls
were not designed and in place to ensure the complete and accurate
period-end accruals for freight, duty and agents' commission costs by the
regional accounting center, which affected accounts payable and costs of
products sold. This control deficiency resulted in the restatement of the
Company's fiscal 2004 and fiscal 2003 annual consolidated financial
statements and the interim condensed consolidated financial statements for
quarterly periods ended July 30, 2005, April 30, 2005, and all quarterly
periods in the years ended January 29, 2005 and January 31, 2004.
Additionally, this control deficiency, until remediated, could result in a
misstatement to the aforementioned accounts that would result in a material
misstatement to the annual or interim consolidated financial statements that
would not be prevented or detected. Accordingly, management has determined
that this control deficiency constitutes a material weakness.

In the Company's original filing of the 2004 Annual Report on Form 10-K,
management concluded that the Company maintained effective internal control
over financial reporting as of January 29, 2005. However, in connection with
the restatement discussed in Note 2 to the consolidated financial
statements, management has determined that the material weakness described
above existed as of January 29, 2005. As a result of this material weakness,
management has concluded that the Company did not maintain effective
internal control over financial reporting as of January 29, 2005 based on
criteria established in Internal Control - Integrated Framework issued by
the COSO. Accordingly, management has restated its report on internal
control over financial reporting.



                                     8

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ITEM 9A. CONTROLS AND PROCEDURES (CONTINUED)
Management's assessment of the effectiveness of the Company's internal
control over financial reporting as of January 29, 2005 has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting
firm, as stated in their report which is included in Exhibit 13 to this Form
10-K/A (Amendment No. 2).

REMEDIATION OF MATERIAL WEAKNESS
Management took the following steps with respect to the control deficiencies
set forth above:

     o    Completed comprehensive walkthroughs of the business processes for
          accruing freight, duty and agents' commission costs at all
          business units.
     o    Taken action to reassign responsibilities to ensure proper review
          of the freight, duty and agents' commission costs accruals at the
          affected business units.
     o    Changed accounting processes relative to the affected business
          units, as necessary, such that accruals for these items will be
          matched against inventory received.

Additionally, management is in the process of taking or will take the
following steps:
     o    Making presentations to all business unit Chief Financial
          Executives covering the proper analysis and processes in these
          areas.
     o    Standardizing the accounting for the absorption and accrual of
          inventory related freight, duty and agents' commissions within the
          standard cost systems.
     o    Consolidating all remaining business unit or regional accounting
          departments into the St. Louis Financial Services group.
     o    Automating the process of matching accruals for these items
          against inventory received.

Management believes that implementation of these actions will remediate the
material weakness described above. To the extent they have been implemented,
the changes in the Company's internal control over financial reporting
described in the preceding paragraph were implemented subsequent to the year
ended January 29, 2005.

MANAGEMENT'S CONSIDERATION OF THE RESTATEMENT
In coming to the conclusion that the Company's disclosure controls and
procedures and internal control over financial reporting were not effective
as of January 29, 2005, management considered the restatement and material
weakness described above. In addition, management considered among other
things, the restatement related to the death benefits program as disclosed
in Note 2 to the accompanying consolidated financial statements included in
this Form 10-K/A (Amendment No. 2). After reviewing and analyzing the SEC's
Staff Accounting Bulletin (SAB) No. 99, Materiality, paragraph 29 of
Accounting Principles Board Opinion No. 28, Interim Financial Reporting, and
SAB Topic 5F, Accounting Changes Not Retroactively Applied Due to
Immateriality, and taking into consideration (i) that the death benefits
program restatement adjustment did not have a material impact on the
financial statements of prior interim or annual periods taken as a whole;
(ii) that the cumulative impact of the death benefits program restatement
adjustment on shareowners' equity was not material on the financial
statements of prior interim or annual periods; and (iii) that the Company
decided to restate its previously issued consolidated financial statements
for the death benefits program adjustment solely because it is already
restating previously issued consolidated financial statements for the
freight, duty and agents' commission costs adjustment described above,
management concluded that the control deficiency that resulted in the death
benefits program restatement adjustment did not constitute a material
weakness in internal control over financial reporting.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in the Company's internal control over financial
reporting during the fourth quarter of fiscal 2004 that materially affected,
or are reasonably likely to materially affect, the Company's internal
control over financial reporting.

                                     9

<PAGE>
<PAGE>

PART III
--------

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) The information required by this Item regarding directors constitutes
part of the Company's Proxy Statement for the 2005 Annual Meeting of
Shareowners, under the captions "Nominees for Election to Serve Until 2007"
and "Directors Continuing to Serve Until 2006," which information is
incorporated herein by reference. The information regarding compliance with
section 16(a) of the Securities and Exchange Act of 1934 constitutes part of
the Company's Proxy Statement for the 2005 Meeting of Shareowners under the
caption "Section 16(a) Beneficial Ownership Reporting Compliance," which is
incorporated herein by reference.

(b) Executive Officers of the Registrant as of March 5, 2005:

<TABLE>
<CAPTION>
Name of Officer            Age      Office and Employment During the Last Five Years
-----------------------    ---      ------------------------------------------------
<S>                         <C>     <C>
Hal J. Upbin                66      Chairman and Chief Executive Officer since December 2, 2003;
                                    Chairman, President and Chief Executive Officer (1999-2003);
                                    President and Chief Executive Officer (1997-1999)

Robert C. Skinner, Jr.      50      President and Chief Operating Officer since December 2, 2003;
                                    Vice President and President Menswear (2002-2003);
                                    President Kellwood Menswear (2000-2002);
                                    Corporate Group Vice President of Oxford Industries (1998-2000);
                                    President of Oxford Shirt Group, Oxford Industries (1987-2000)

W. Lee Capps III            57      Executive Vice President Finance and Chief Financial Officer since December 2, 2003;
                                    Senior Vice President Finance and Chief Financial Officer (2002-2003);
                                    Vice President Finance and Chief Financial Officer (2000-2002);
                                    Vice President Corporate Development (1998-2000)

Stephen L. Ruzow            61      Executive Vice President and President Womenswear since December 2, 2003;
                                    Vice President and President Womenswear (2003);
                                    President Womenswear (2001-2003);
                                    Chairman and Chief Executive Officer of Pegasus Apparel Group (1998-2001)

Thomas H. Pollihan          55      Senior Vice President, Secretary and General Counsel since March 7, 2002;
                                    Vice President, Secretary and General Counsel (1993-2002)

Lawrence E. Hummel          62      Vice President Finance since November 26, 2002;
                                    Vice President Controller (1992-2002)

Roger D. Joseph             63      Vice President Treasurer and Investor Relations since December 1, 2000;
                                    Vice President Treasurer (1992-2000)

Donna B. Weaver             54      Vice President Corporate Communications since April 24, 2002;
                                    Director Corporate Communications (1998-2002)
</TABLE>

(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 neither 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 Item 10(b) above was elected to serve in
the office indicated for a period of one year and until his successor is
elected and qualified.

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

(g) The information called for with respect to this item is not applicable
to the registrant.



                                     10

<PAGE>
<PAGE>

(h) The Board, in its business judgment, has determined that Mr. Katzen
meets the Securities and Exchange Commission's definition of audit committee
financial expert and has so designated him as such. The Board has determined
that Mr. Katzen is independent as such term is used under Schedule 14A of
the Securities Exchange Act of 1934.

The Company has adopted a Code of Ethical Conduct for Senior Financial
Officers and Financial Management. This Code applies to, and has been signed
by, all key financial management personnel as well as the Chief Financial
Officer and the Chief Executive Officer. The full text of the Code of
Ethical Conduct for Senior Financial Officers and Financial Management is
available at the Company's website at www.kellwood.com and is available in
print to any shareowner who requests it. The Corporate Governance Committee
determined that should any changes to or waivers of this Code of Ethical
Conduct occur, such changes or waivers will be timely disclosed on the
Company's website.

ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is set forth in the Company's Proxy
Statement for the 2005 Annual Meeting of Shareowners, under the captions
"Compensation of Directors," "Report of the Compensation Committee on
Executive Compensation - Executive Officer Agreements," and "Compensation of
Executive Officers" which information is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS Some of the information required by this Item is
set forth in the Company's Proxy Statement for the 2005 Annual Meeting of
Shareowners, under the captions "Security Ownership of Certain Beneficial
Owners" and "Management Ownership of Kellwood Stock," which information is
incorporated herein by reference. In addition, set forth below is certain
equity compensation plan information.


<TABLE>
EQUITY COMPENSATION PLAN INFORMATION

-----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
     Plan Category              Number Of Securities To      Weighted-Average        Number Of Securities Remaining
                                Be Issued Upon Exercise      Exercise Price Of       Available For Future Issuance Under
                                Of Outstanding Options,      Outstanding Options,    Equity Compensation Plans (Excluding
                                Warrants And Rights          Warrants And Rights     Securities Reflected In Column (A))
-----------------------------------------------------------------------------------------------------------------------------
                                         (A)                         (B)                          (C)
-----------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                         <C>                         <C>
 Equity Compensation Plans
   Approved by Security Holders        2,633,450                   $28.26                      2,793,787
Equity Compensation Plans not
   Approved by Security Holders          N/A                         N/A                          N/A
-----------------------------------------------------------------------------------------------------------------------------
         TOTAL                         2,633,450                   $28.26                      2,793,787
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

Additional information required by this Item is set forth under the caption
"Stock Plans" in Note 10 to the Consolidated Financial Statements included
in the Company's 2004 Annual Report to Shareowners, which information is
included in Exhibit 13 to this Form 10-K/A (Amendment No. 2) and is
incorporated herein by reference.

The Company's 1995 Stock Option Plan provides for an annual increase in the
shares available for issuance by an amount equal to 2% of the adjusted
average common stock outstanding used by the Company to calculate diluted
earnings per share for the preceding fiscal year. Additional shares reserved
based upon the 2004 adjusted average common stock outstanding are reflected
in the amounts in column (C) above.



                                     11

<PAGE>
<PAGE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is set forth in the Company's Proxy
Statement for the 2005 Annual Meeting of Shareowners, under the caption
"Certain Relationships and Related Transactions," which information is
incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is set forth in the Company's Proxy
Statement for the 2005 Annual Meeting of Shareowners, under the caption
"Independent Registered Public Accounting Firm", which information is
incorporated herein by reference.

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 10, 2005, except for Note 16 which is
as of March 15, 2005, and except for the restatement described in Note 2 to
the consolidated financial statements and the matter discussed in the
penultimate paragraph of Management's Report on Internal Control Over
Financial Reporting, as to which the date is January 11, 2006, constitute
part of the 2004 Annual Report to Shareowners which information is included
in Exhibit 13 to this Form 10-K/A (Amendment No. 2) 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.



                                     12

<PAGE>
<PAGE>

S.E.C. Exhibit
Reference No.   Description
-------------   -----------

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 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/A (Amendment No. 2) 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/A (Amendment No. 2) for the
                transition period ended January 31, 2000, SEC File No.
                1-7340.

10.2*           - Restricted Stock Compensation Plan of 1969, as Amended,
                incorporated herein by reference to Form 10-K/A (Amendment
                No. 1) for the fiscal year ended January 29, 2005, SEC File
                No. 1-7340.

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/A (Amendment No. 2) 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/A (Amendment
                No. 2) 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/A
                (Amendment No. 2) 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.



                                     13

<PAGE>
<PAGE>

S.E.C. Exhibit
Reference No.   Description
-------------   -----------

10.8*           - 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,
                incorporated herein by reference to Form 10-K/A (Amendment
                No. 1) for the fiscal year ended January 29, 2005, SEC File
                No. 1-7340.

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, incorporated herein by
                reference to Form 10-K/A (Amendment No. 1) for the fiscal
                year ended January 29, 2005, SEC File No. 1-7340.

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, incorporated herein by reference to Form 10-K/A
                (Amendment No. 1) for the fiscal year ended January 29,
                2005, SEC File No. 1-7340.

13              - Portions of the Annual Report to Shareowners for the year
                ended January 29, 2005, which are incorporated by reference
                in this Form 10-K/A (Amendment No. 2), filed herewith.

21              - Subsidiaries of the Company, filed herewith.

23              - Consent of Independent Registered Public Accounting Firm,
                filed herewith.

24              - Powers of Attorney: Ms. Dickerson and Page and Messrs.
                Baer, Bloom, Hunter, Katzen, Skinner, Upbin and Weinberg,
                filed herewith.



                                     14

<PAGE>
<PAGE>

S.E.C. Exhibit
Reference No.   Description
-------------   -----------

31.1            - 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, filed herewith.

<FN>
* 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.



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: January 13, 2006
                           /s/ Robert C. Skinner, Jr.
                           --------------------------------------
                           Robert C. Skinner, Jr.
                           President and Chief Executive Officer

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
---------                                            -----                                       ----

<S>                                                  <C>                                         <C>
/s/ Robert C. Skinner, Jr.                           President and Chief Executive Officer       January 13, 2006
-----------------------------
Robert C. Skinner, Jr.

                                                     Chief Operating Officer and
/s/ W. Lee Capps III                                 Chief Financial Officer                     January 13, 2006
-----------------------------                        (principal financial officer)
W. Lee Capps III

/s/ Gregory W. Kleffner                              Vice President Finance and Controller       January 13, 2006
-----------------------------                        (principal accounting officer)
Gregory W. Kleffner

Robert J. Baer*                                      Director

Martin Bloom*                                        Director

Kitty G. Dickerson, Ph.D.*                           Director                                    /s/ W. Lee Capps III
                                                                                                 -----------------------------
                                                                                                 W. Lee Capps III
Jerry M. Hunter*                                     Director                                    *Attorney-in-fact
                                                                                                 March 16, 2005
Larry R. Katzen*                                     Director

Janice E. Page*                                      Director

Hal J. Upbin*                                        Director

Harvey A. Weinberg*                                  Director
</TABLE>



                                     15