<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-Q

                                   (Mark One)
(x)  Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

For the quarterly period ended August 29, 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 0-6708

                           Nautica Enterprises, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

         Delaware                                95-2431048
(State or Other Jurisdiction of              (I.R.S. Employer
Incorporation or Organization)               Identification No.)

40 West 57th Street, New York, N.Y.                     10019
(Address of Principal Executive Offices)              (Zip Code)

Registrant's Telephone Number, including Area Code      (212) 541-5757

(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)

         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

                     APPLICABLE ONLY TO ISSUERS INVOLVED IN
                        BANKRUPTCY PROCEEDINGS DURING THE
                              PRECEDING FIVE YEARS

         Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court

Yes      No

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         The number of shares of Common Stock outstanding as of October 9, 1998
was 37,235,000.
<PAGE>   2
                   NAUTICA ENTERPRISES, INC. AND SUBSIDIARIES

                                 AUGUST 29, 1998
                                   (Unaudited)

                                      INDEX
<TABLE>
<CAPTION>
                                                                        Page No.
                                                                        --------
<S>                                                                     <C>
Part I - Financial Information:

         Item 1.  Financial Statements (Unaudited):

         Condensed Consolidated Balance Sheets
         As of August 29, 1998 and February 28, 1998.........................2

         Condensed Consolidated Statements of Earnings
         For the Six and Three Month Periods Ended
         August 29, 1998 and August 31, 1997.................................3

         Condensed Consolidated Statements of Cash Flows
         For the Six Month Periods Ended
         August 29, 1998 and August 31, 1997.................................4

         Notes to Condensed Consolidated Financial Statements................5

         Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations.......................7

         Part II - Other information........................................11
</TABLE>
<PAGE>   3
                   NAUTICA ENTERPRISES, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                   (Amounts in thousands, except share data)

<TABLE>
<CAPTION>
          ASSETS
                                                                                  (unaudited)
                                                                                   August 29,         February 28,
                                                                                     1997                1998
                                                                                   --------            --------
<S>                                                                                <C>                 <C>
Current assets:
  Cash and cash equivalents                                                        $  2,138            $ 34,616
  Short-term investments                                                             37,062              52,680
  Accounts receivable - net                                                         102,134              81,135
  Inventories                                                                        98,598              66,726
  Prepaid expenses and other current assets                                           5,674               4,882
  Deferred tax benefit                                                                6,163               6,093
                                                                                   --------            --------
                              Total current assets                                  251,769             246,132

Property, plant and equipment, net of
  accumulated depreciation and amortization                                          62,830              56,273

 Other assets                                                                        10,256               8,046
                                                                                   --------            --------

                                                                                   $324,855            $310,451
                                                                                   ========            ========

          LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Current maturities of long-term debt                                             $     50            $     50
  Accounts payable - trade                                                           40,466              18,743
  Accrued expenses and other current liabilities                                     34,656              34,158
  Income taxes payable                                                                9,168               5,826
                                                                                   --------            --------
                              Total current liabilities                              84,340              58,777

Long-term debt -net                                                                      50                 100

Minority interest                                                                       120                 405

Stockholders' equity:
  Preferred stock - par value $.01, authorized,
    2,000,000 shares; no shares issued
  Common stock - par value $.10, authorized, 100,000,000 shares; issued
    42,570,000 shares at August 29, 1998 and 42,443,000 shares at
    February 28, 1998                                                                 4,257               4,244
  Additional paid-in capital                                                         65,578              64,932
  Retained earnings                                                                 246,163             217,174
                                                                                   --------            --------
                                                                                    315,998             286,350
  Less:
    Common stock in treasury - at cost;
    4,735,070 shares at August 29, 1998
      and 3,070,070 at February 28, 1998                                             75,653              35,181
                                                                                   --------            --------
                              Total stockholders' equity                            240,345             251,169
                                                                                   --------            --------

                                                                                   $324,855            $310,451
                                                                                   ========            ========
</TABLE>

The accompanying notes are an integral part of these statements.


                                      -2-
<PAGE>   4
                   NAUTICA ENTERPRISES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                 (Amounts in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                         (unaudited)                          (unaudited)
                                                                 Six Months        Six Months        Three Months     Three Months
                                                                    Ended            Ended              Ended            Ended
                                                               August 29, 1998  August 31, 1997    August 29, 1998  August 31, 1997
                                                               ---------------  ---------------    ---------------  ---------------
<S>                                                            <C>              <C>                <C>              <C>
Net Sales                                                         $ 261,868         $ 228,067         $ 150,888         $ 132,260
Cost of goods sold                                                  137,466           122,368            78,241            70,880
                                                                  ---------         ---------         ---------         ---------
  Gross profit                                                      124,402           105,699            72,647            61,380

Selling, general  and administrative expenses                        82,391            72,448            43,575            38,676
Net royalty income                                                   (3,002)           (2,306)           (1,389)           (1,111)
                                                                  ---------         ---------         ---------         ---------
  Operating profit                                                   45,013            35,557            30,461            23,815

Investment income, net                                                2,616             1,483             1,206               674
Minority interest in consolidated subsidiary                            285               592               (31)              358
                                                                  ---------         ---------         ---------         ---------

Earnings before provision for income taxes                           47,914            37,632            31,635            24,847

Provision for income taxes                                           18,926            15,053            12,496             9,939
                                                                  ---------         ---------         ---------         ---------

NET EARNINGS                                                      $  28,988         $  22,579         $  19,139         $  14,908
                                                                  =========         =========         =========         =========

Net earnings per share of common stock
     Basic                                                        $    0.74         $    0.58         $    0.49         $    0.39
                                                                  =========         =========         =========         =========
     Diluted                                                      $    0.69         $    0.54         $    0.46         $    0.36
                                                                  =========         =========         =========         =========

Weighted average number of common shares outstanding
     Basic                                                           39,341            38,988            39,262            38,721
                                                                  =========         =========         =========         =========
     Diluted                                                         41,785            41,727            41,607            41,484
                                                                  =========         =========         =========         =========

Cash dividends per common share                                        none              none              none              none
                                                                  =========         =========         =========         =========
</TABLE>

The accompanying notes are an integral part of these statements.


                                      -3-
<PAGE>   5
                   NAUTICA ENTERPRISES, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Amounts in thousands)

<TABLE>
<CAPTION>
                                                                                              (unaudited)
                                                                                    Six Months            Six Months
                                                                                      Ended                 Ended
                                                                                 August 29, 1998       August 31, 1997
                                                                                 ---------------       ---------------
<S>                                                                              <C>                   <C>
  Cash flows from operating activities:
  Net earnings                                                                       $ 28,988             $ 22,579
                                                                                     --------             --------
  Adjustments to reconcile net earnings to net cash provided by operating
      activities:
      Minority interest in consolidated subsidiary                                       (285)                (591)
      Depreciation and amortization                                                     6,149                4,657
      Provision for accounts receivable allowances and sales
            returns and discounts                                                         936                  623
      Changes in operating assets and liabilities
         Accounts receivable                                                          (21,935)             (31,122)
         Inventories                                                                  (31,872)             (26,275)
         Prepaid expenses and other current assets                                       (791)              (1,757)
         Other assets                                                                  (2,495)                (577)
         Accounts payable - trade                                                      21,722               14,670
         Accrued expenses and other current liabilities                                   499                5,664
         Income taxes payable                                                           3,342                5,185
                                                                                     --------             --------
  Total adjustments                                                                   (24,731)             (29,523)
                                                                                     --------             --------

Net cash provided by (used in) operating activities                                     4,257               (6,944)
                                                                                     --------             --------

Cash flows from investing activities:
  Proceeds from minority shareholders of consolidated subsidiary                           --                  680
  Purchase of property, plant and equipment                                           (12,420)              (9,954)
  Proceeds from sale (Purchases) of short-term investments                             15,443              (34,750)
                                                                                     --------             --------
Net Cash provided by (used in) investing activities                                     3,023              (44,024)
                                                                                     --------             --------


Cash flows from financing activities:
  Principal payments on long-term debt                                                    (50)                 (50)
  Purchase of treasury stock                                                          (40,472)             (17,872)
  Proceeds from issuance of common stock                                                  764                  228
                                                                                     --------             --------
Net cash used in financing activities                                                 (39,758)             (17,694)
                                                                                     --------             --------

Decrease in cash and cash equivalents                                                 (32,478)             (68,662)

Cash and cash equivalents at beginning of period                                       34,616               71,887
                                                                                     --------             --------

Cash and cash equivalents at end of period                                           $  2,138             $  3,225
                                                                                     --------             --------


Supplemental Information:

Cash payments for the periods ended:
Income taxes                                                                         $ 15,548             $  9,868
                                                                                     ========             ========
</TABLE>

The accompanying notes are an integral part of these statements.


                                      -4-
<PAGE>   6
                   NAUTICA ENTERPRISES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                AUGUST 29, 1998
                                  (Unaudited)



NOTE 1 -          The accompanying financial statements have been prepared
                  without audit pursuant to the rules and regulations of the
                  Securities and Exchange Commission. Certain information and
                  footnote disclosures normally included in financial statements
                  prepared in accordance with generally accepted accounting
                  principles have been condensed or omitted pursuant to such
                  rules and regulations. These statements include all
                  adjustments, consisting only of normal recurring accruals,
                  considered necessary for a fair presentation of financial
                  position and results of operations. The financial statements
                  included herein should be read in conjunction with the
                  financial statements and notes thereto included in the latest
                  annual report on Form 10-K.

NOTE 2 -          Effective March 1, 1998, the Company changed its fiscal year
                  end to a 52/53 week year. There was no impact on the results
                  of operations.

NOTE 3 -          The results of operations for the six and three month periods
                  ended August 29, 1998 are not necessarily indicative of the
                  results to be expected for the full year.

NOTE 4 -          The Company utilized the last-in, first-out "Lifo" method for
                  inventories as at August 29, 1998 and February 28, 1998 and
                  for the three month periods ended August 29, 1998 and August
                  31, 1997. The "Lifo" inventory for the three month periods
                  ended August 29, 1998 and August 31, 1997 are based upon end
                  of year estimates. Inventories at August 29, 1998 and February
                  28, 1998 consist primarily of finished goods.

NOTE 5 -          On March 1, 1998, the Company adopted Statement of Financial
                  Accounting Standards No. 130, "Reporting Comprehensive
                  Income," which requires companies to report certain changes in
                  equity during a period, as comprehensive income, which
                  includes net earnings and the effects of changes in unrealized
                  gains and losses on securities, as follows:

<TABLE>
<CAPTION>
                                                            Six           Six             Three         Three
                                                         Months        Months            Months        Months
                                                          ended         Ended             ended         ended
                                                     August 29,    August 31,       August 29,     August 31,
                    (AMOUNTS IN THOUSANDS)                 1998          1997              1998          1997
                                                           ----          ----              ----          ----
<S>                                                  <C>           <C>              <C>            <C>
                    Net earnings                        $28,988       $22,579           $19,139       $14,908
                    Changes in unrealized gains
                    and  losses on securities,
                    net of tax                            (105)             0              (48)             0
                                                          -----             -              ----             -

                          Comprehensive Income          $28,883       $14,908           $19,091       $14,908
                                                        =======       =======           =======       =======
</TABLE>

                                      -5-
<PAGE>   7
                   NAUTICA ENTERPRISES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                 AUGUST 29, 1998
                                   (Unaudited)


NOTE 6 -          Short-term investments consist primarily of government and
                  agency bonds, tax exempt municipal bonds and corporate bonds.
                  At August 29, 1998, all securities were designated as
                  available for sale. As of August 29, 1998, gross unrealized
                  gains of $190,000 and gross unrealized losses of $15,000 (less
                  deferred tax of $70,000) were credited to stockholders'
                  equity. For the six month period ended August 29, 1998, gross
                  realized gains and losses on sales of investments totaled
                  $308,000 and $31,000, respectively. For the three month period
                  ended August 29, 1998, gross realized gains and losses on
                  sales of investments totaled $247,000 and $4,000,
                  respectively.


NOTE 7 -          Basic net earnings per share excludes dilution and is computed
                  by dividing income available to common shareholders by the
                  weighted-average common shares outstanding for the period.
                  Diluted net earnings per share reflects the weighted-average
                  common shares outstanding plus the potential dilutive effect
                  of options which are convertible into common shares. The
                  effect of stock options which were excluded from the
                  calculation of diluted weighted-average shares was not
                  material to the financial statements.


NOTE 8 -          During 1997, the FASB issued SFAS No. 131 "Disclosures about
                  Segments of an Enterprise and Related Information". Adoption
                  of this statement will not impact the Company's consolidated
                  financial position, results of operations or cash flows, and
                  will be limited to the form and content of its disclosures.
                  This statement is effective for fiscal years beginning after
                  December 15, 1997. In accordance with SFAS No. 131, the
                  Company has elected to defer the initial application until the
                  fiscal year end.


                                      -6-
<PAGE>   8
                   NAUTICA ENTERPRISES, INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                 AUGUST 29, 1998
                                   (Unaudited)

RESULTS OF OPERATIONS

For the Six Months Ended August 29, 1998:

         Net sales increased 15% to $261.9 million in the six months ended
August 29, 1998 from $228.1 million in the comparable prior year period.
Wholesale sales increased due to the growth of Nautica's in-store shop program,
including new shops and expansions of existing shops. Nautica retail sales
increased as a result of opening additional outlet stores and increased sales at
existing stores. The increase in sales is due primarily to increased unit volume
rather than price increases.

         Gross profit for the period was 47.5% compared to 46.3% in the
comparable prior year period. The increase resulted primarily from a shift to
higher margin Nautica wholesale products and an increase in retail outlet store
sales. The Nautica wholesale products achieved higher margins due primarily to
changes in the mix of products sold.

         Total selling, general and administration expenses increased by $10.0
million to $82.4 million from $72.4 million. The increase was principally a
result of increased retail outlet store expenses and increased retail
development costs. Selling, general and administrative expenses as a percentage
of net sales decreased to 31.5% from 31.8% in the comparable prior year period.
The net decrease resulted from the ability to leverage these expenses with
increased sales volume.

         Net royalty income increased by $.7 million to $3.0 million from $2.3
million in the comparable prior year period. The increased royalty revenue was
generated from both new and existing licensees.

         Investment income increased by $1.1 million to $2.6 million from $1.5
million in the comparable prior year period. The increase is primarily the
result of higher average cash balances and higher rates of return on
investments.

         The provision for income taxes decreased to 39.5% from 40.0% of
earnings before income taxes in the comparable prior year period. The decrease
is due primarily to a reduction in the effective state income tax rates.

         Net earnings increased 28% to $29.0 million from $22.6 million in the
comparable prior year period as a result of the factors discussed above.


                                      -7-
<PAGE>   9
For the Three Months Ended August 29, 1998:

         Net sales increased 14% to $150.9 million in the three months ended
August 29, 1998 from $132.3 million in the comparable prior year period.
Wholesale sales increased due to the growth of Nautica's in-store shop program,
including both new shops and expansions of existing shops. Nautica retail sales
increased as a result of opening additional outlet stores and increased sales at
existing stores. The increase in sales is due primarily to increased unit volume
rather than price increases.

         Gross profit for the period was 48.1% compared to 46.4% in the
comparable prior year period. The increase resulted primarily from a shift to
higher margin Nautica wholesale products and an increase in retail outlet store
sales. The Nautica wholesale products achieved higher margins due primarily to
changes in the mix of products sold.

         Total selling, general and administration expenses increased by $4.9
million to $43.6 million from $38.7 million. The increase was principally a
result of increased retail development and retail outlet store expenses.
Selling, general and administrative expenses as a percentage of net sales
decreased to 28.9% from 29.2% in the comparable prior year period. The net
decrease resulted from the ability to leverage these expenses with increased
sales volume.

         Net royalty income increased by $.3 million to $1.4 million from $1.1
million in the comparable prior year period. The increased royalty revenue was
generated from both new and existing licensees.

         Investment income increased by $.5 million to $1.2 million from $.7
million in the comparable prior year period. The increase is primarily the
result of higher average cash balances and higher rates of return on
investments.

         The provision for income taxes decreased to 39.5% from 40.0% of
earnings before income taxes in the comparable prior year period. The decrease
is due primarily to a reduction in the effective state income tax rates.

         Net earnings increased 28% to $19.1 million from $14.9 million in the
comparable prior year period as a result of the factors discussed above.


                                      -8-
<PAGE>   10
LIQUIDITY AND CAPITAL RESOURCES

         During the six months ended August 29, 1998, the Company generated cash
from operating activities of $4.3 million principally from net earnings.
Increases in accounts receivable and inventory of $21.9 and $31.9 million,
respectively, resulted from increased sales, and were financed principally by
cash generated from net earnings, and increases in accounts payable. Accounts
receivable and inventory balances were higher by 12% and 13%, respectively, than
balances in the prior year. These increases were commensurate with sales
increases. During the six months ended August 31, 1997, the Company used cash
related to operating activities of approximately $6.9 million. The cash used was
principally attributable to increases in accounts receivable and inventory of
$31.1 and $26.3 million, respectively, resulting from increased sales. The
increases in accounts receivable and inventory were principally offset by cash
generated from net earnings, increases in accounts payable, accrued expenses and
income taxes payable. Accounts receivable and inventory balances were higher by
34% and 31%, respectively, than balances in the prior year. These increases were
commensurate with sales increases.

         During the six months ended August 29, 1998, the Company's principal
investing activities related to the continued expansion of the Nautica in-store
shop program and amounts related to the expansion of showroom space. The Company
expects to continue to incur capital expenditures to expand the in-store shop
program. At August 29, 1998, there were no other material commitments for
capital expenditures.

         During the year ended February 28, 1998 and the six months ending
August 29, 1998, the Board of Directors approved two stock repurchase programs,
authorizing the Company to repurchase up to a total of 2,000,000 shares of its
common stock. During the six months ended August 29, 1998, the Company
repurchased 1,665,000 shares at a cost of $40.5 million. During the month of
September 1998, the Company completed the balance of the repurchase programs at
an additional cost of $7.6 million.

         The Company has a total of $100.0 million in lines of credit with two
commercial banks available for short-term borrowings and letters of credit.
These lines are collateralized by imported inventory and accounts receivable. At
August 29, 1998, letters of credit outstanding under the lines were $50.7
million and there were no short-term borrowings outstanding.

         Historically, the Company has experienced its lowest level of sales in
the first quarter and its highest level in the third quarter. This pattern has
resulted primarily from the timing of shipments to retail customers for spring
and fall seasons. In the future, the timing of seasonal shipments may vary by
quarter.

INFLATION AND CURRENCY FLUCTUATIONS

         The Company believes that inflation and the effect of fluctuations of
the dollar against foreign currencies have not had a material effect on the cost
of imports or the Company's results of operations.


                                      -9-
<PAGE>   11
YEAR 2000

The Company recognizes the need to ensure that its systems, applications and
hardware will recognize and process transactions for the year 2000 and beyond.
The Company expects to implement successfully the systems and programming
changes necessary to address year 2000 issues with respect to its internal
systems and does not believe that the cost of such actions will have a material
adverse effect on its results of operations or financial condition. The Company
has established a plan which identifies all systems applications, a timeframe
for ensuring it's year 2000 readiness and a responsible party in the
organization for the particular system. This plan encompasses both information
system technologies and non-information technologies. The Company expects to
have all systems ready by the middle of 1999 while the majority of the systems
are expected to be year 2000 compliant by the end of December 1998. The Company
does not have a contingency plan in place at this time but will initiate
development of such a plan depending upon the criticality of the particular
system if the anticipated deadlines are not met. The Company also has initiated
discussions with its significant suppliers, customers and financial institutions
to ensure that those parties have appropriate plans to remediate year 2000
issues when their systems interface with the Company's systems or may otherwise
impact operations. Although the Company is not aware of any material operational
issues or costs associated with preparing its internal systems for the year
2000, there can be no assurance that there will not be a delay in, or increased
costs associated with, the implementation of the necessary systems and changes
to address the year 2000 issues. The Company's current estimate of costs to be
incurred is less than $500,000, which is mostly being incurred internally and
does not reflect significant incremental costs. The Company and its' significant
suppliers, customers, and financial institutions' inability to implement such
systems and changes could have an adverse effect on future results of
operations.



FORWARD-LOOKING AND CAUTIONARY STATEMENTS

         Certain statements included in this report, including the words
"believes," "anticipates," "expects" and similar expressions are intended to
identify forward-looking statements. Such statements are subject to certain
risks and uncertainties which could cause actual results to differ materially
from those projected. Readers are cautioned not to place undue reliance on these
forward-looking statements which speak only as of the date hereof. The Company
undertakes no obligation to republish revised forward-looking statements to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events. Readers are also urged to carefully review
and consider the various disclosures made by the Company in this report, as well
as the Company's periodic reports on Forms 10-K and 10-Q and other filings with
the Securities and Exchange Commission.

NEW ACCOUNTING PRONOUNCEMENTS

         During 1997, the FASB issued SFAS No. 131 "Disclosures about Segments
of an Enterprise and Related Information". Adoption of this statement will not
impact the Company's consolidated financial position, results of operations or
cash flows, and will be limited to the form and content of its disclosures. This
statement is effective for fiscal years beginning after December 15, 1997. In
accordance with SFAS No. 131, the Company has elected to defer the initial
application until the fiscal year end.


                                      -10-
<PAGE>   12
                                     PART II

                               OTHER INFORMATION



Items I through 9. - All items are inapplicable except:

Item 4.  Submission of Matters to a Vote of Security-Holders

(a)      The Annual Meeting of Stockholders of Nautica Enterprises, Inc. was
         held on July 1, 1998.

(b)      The directors named in the Proxy Statement constituting the entire
         Board of Directors were elected to one-year terms expiring in 1999, as
         follows:

<TABLE>
<CAPTION>
                                                         FOR                   WITHHELD
                                                         ---                   --------
<S>                                                   <C>                      <C>
            Harvey Sanders                            35,958,396               218,764
            David Chu                                 35,967,744               209,416
            George Greenberg                          35,958,643               218,517
            Robert B. Bank                            36,008,660               168,500
            Israel Rosenzweig                         36,004,374               172,786
            Charles Scherer                           35,967,967               209,193
            Ronald G. Weiner                          36,006,543               170,617
</TABLE>

The Notice of Annual Meeting of Stockholders and Proxy Statement for Nautica
Enterprises, Inc. dated June 5, 1998 was filed with the Securities and Exchange
Commission pursuant to Regulation 14A of the Act.


Item 6.  Exhibits and Reports on Form 8-K

(a)       EXHIBIT INDEX


Exhibit No.                                          Distribution


3(a)              Registrant's By-laws as currently in effect are incorporated
                  herein by reference to Registrant's Registration statement on
                  Form S-1 (Registration No. 33-21998).

3(b)              Registrant's Certificate of Incorporation is incorporated by
                  reference to the Registration statement on Form S-3
                  (Registration No. 33-71926), as amended by a Certificate of
                  Amendment dated June 29,1995 and July 2, 1996, incorporated by
                  reference to the Registrant Annual Report on Form 10-K for the
                  year ended February 29, 1996, and the Quarterly Report on Form
                  10-Q for the quarter ended May 31, 1996, respectively.

10(iii)(a)        Registrant's Executive Incentive Stock Option Plan is
                  incorporated by reference herein from the Registrant's
                  Registration Statements on Form S-8 (Registration Number
                  33-1488), as amended by the Company's Registration Statement
                  on Form S-8 (Registration Number 33-45823).


                                      -11-
<PAGE>   13
10 (iii) (b)      Registrant's 1989 Employee Incentive Stock Option Plan is
                  incorporated by reference herein from the Registrant's
                  Registration Statements on Form S-8 (Registration Number
                  33-36040).

10 (iii) (c)      Registrant's 1994 Incentive Compensation Plan is incorporated
                  by reference herein from the Registrant's Annual Report on
                  Form 10-K for the year ended February 29, 1996.

10 (iii) (d)      Registrant's 1996 Stock Incentive Plan is incorporated by
                  reference herein from the Registrant's Annual report on Form
                  10-K for the year ended February 28, 1997.

10 (iii) (e)      Registrant's Deferred Compensation Plan is incorporated by
                  reference herein from the Registrant's Annual Report on Form
                  10-K for the year ended February 28, 1998.

10 (iii) (f)      Option Agreement and Royalty Agreement, each dated July 1,
                  1987 by and among the Registrant and David Chu are
                  incorporated herein by reference from the Registrant's
                  Registration Statement on Form S-1 (Registration No. 33-21998)
                  and the Letter Agreement dated May 1, 1998 between Mr. Chu and
                  the Registrant is incorporated by reference from the
                  Registrant's Annual Report on Form 10-K (as amended by form
                  10-K/A) for the year ended February 28, 1998. Certain portions
                  of the Letter Agreement have been omitted based upon a request
                  for confidential treatment made by the Registrant with the
                  Securities Exchange Commission. Such omitted portions have
                  been filed separately with the Securities and Exchange
                  Commission.

27                Financial Data Schedule.



(b)      Reports on Form 8-K.                  None


                                      -12-
<PAGE>   14
                                   SIGNATURES


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


                                             NAUTICA ENTERPRISES, INC.



                                             By:   s/Harvey Sanders
                                             -----------------------------------
                                                     Harvey Sanders
                                                     Chairman of the Board
                                                     and President

Date:  October 9, 1998



                                             By:  s/Neal S. Nackman
                                             -----------------------------------
                                                    Neal S. Nackman
                                                    V.P. Finance and
                                                    Chief Accounting Officer

Date:  October 9, 1998


                                      -13-