UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended January 29, 2011oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from                    to


Commission File Number: 1-4365

OXFORD INDUSTRIES, INC.(Exact name of registrant as specified in its charter)

Georgia(State or other jurisdiction of
incorporation or organization)

58-0831862(I.R.S. Employer
Identification No.)


222 Piedmont Avenue, N.E., Atlanta, Georgia 30308(Address of principal executive offices) (Zip Code)

Registrant's
telephone number, including area code: (404) 659-2424

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

Title of each class

Name of each exchange on which registeredCommon Stock, $1 par value

New York Stock Exchange


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

Indicate
by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities
Act. Yes o    No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o    No ý

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 ý    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes ý    No o

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. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o

Accelerated filer ý

Non-accelerated filer o (Do not check if a
smaller reporting company)

Smaller reporting company o


Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). Yes o    No ý

As of July 30, 2010, which is the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the
voting stock held by non-affiliates of the registrant (based upon the closing price for the common stock on the New York Stock Exchange on that date) was approximately $310,525,883. For
purposes of this calculation only, shares of voting stock directly and indirectly attributable to executive officers, directors and holders of 10% or more of the registrant's voting stock (based on
Schedule 13G filings made as of or prior to July 31, 2010) are excluded. This determination of affiliate status and the calculation of the shares held by any such person are not
necessarily conclusive determinations for other purposes.

Indicate
the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.

Title of Each Class

Number of Shares Outstanding
as of March 28, 2011Common Stock, $1 par value

16,525,566


Documents Incorporated by Reference

Portions of our proxy statement filed with the Securities and Exchange Commission on May 13, 2011 pursuant to Regulation 14A relating to the Annual
Meeting of Shareholders of Oxford Industries, Inc. held on June 15, 2011 are incorporated by reference into Part III of our Form 10-K filed with the Securities
and Exchange Commission on March 31, 2011.



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Explanatory Note

Oxford Industries, Inc. (the "Company") is filing this Amendment No. 1
(the "Amendment") on Form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended January 29,
2011 (the "Original Form 10-K"), which was filed with the Securities and Exchange Commission on March 31, 2011. This Amendment
is being filed solely to substitute a material contract filed as Exhibit 10.10 to the Original Form 10-K with the version filed with this Amendment as Exhibit 10.10.
The attached version of Exhibit 10.10 has been revised to disclose additional information previously omitted in accordance with a request for confidential treatment submitted to the Securities
and Exchange Commission. Certain portions of the contract remain omitted in accordance with a request for confidential treatment that the Company has submitted to the Securities and Exchange
Commission. Exhibit 10.10 filed with this Amendment supersedes in its entirety the version of Exhibit 10.10 previously filed with the Original Form 10-K.

Except
as described above and the required certifications of our Chief Executive Officer and Chief Financial Officer filed with this Amendment, no other amendments have been made to the
Original Form 10-K. All other Items of the Original Form 10-K are unaffected by this Amendment. This Amendment does not reflect events occurring after the date
that the Original Form 10-K was filed or modify or update the disclosure contained in the Original Form 10-K in any way other than as required to reflect the
revisions discussed above.

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PART IV

Item 15.Exhibits and Financial Statement Schedules

(b)Exhibits

A
list of exhibits filed with the Original Form 10-K or incorporated by reference therein is found in Item 15(b) of Part IV of the Original
Form 10-K and is incorporated herein by reference. The following exhibits are filed with this Amendment:

10.10

Second Amended and Restated Credit Agreement, dated as of August 15, 2008, by and among Oxford Industries, Inc., Tommy Bahama Group, Inc., the Persons party thereto from time to time as Guarantors, the
financial institutions party thereto from time to time as lenders, the financial institutions party thereto from time to time as Issuing Banks and SunTrust Bank, as administrative agent./*\31.3

Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.4

Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


/*\Confidential
treatment has been requested for portions of this exhibit. These portions have been omitted from this report on
Form 10-K/A and submitted separately to the Securities and Exchange Commission.


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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, hereunto duly authorized.

Oxford Industries, Inc.By:

/s/ J. Hicks Lanier J. Hicks Lanier Chairman and Chief Executive Officer


Date:
September 1, 2011

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

Signature

Capacity

Date/s/ J. Hicks Lanier J. Hicks Lanier

Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)

September 1, 2011/s/ K. Scott Grassmyer K. Scott Grassmyer

Senior Vice President-Finance, Chief Financial Officer and Controller (Principal Financial Officer)

September 1, 2011* George C. Guynn

Director

September 1, 2011* John R. Holder

Director

September 1, 2011* J. Reese Lanier

Director

September 1, 2011* Dennis M. Love

Director

September 1, 2011


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Signature

Capacity

Date* Clarence H. Smith

Director

September 1, 2011Clyde C. Tuggle

DirectorHelen B. Weeks

Director* E. Jenner Wood

Director

September 1, 2011*By

/s/ Thomas E. Campbell Thomas E. Campbell
asAttorney-in-Fact


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