UNITED STATES
                       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 September 29, 2001

                                       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: 333-58059

                                            Cluett American Corp.
             (Exact Name of Registrant as Specified in Its Charter)

Delaware                                                  22-2397044
(State or Other Jurisdiction of                           (IRS Employer
Incorporation or Organization)                             Identification No.)

                     48 West 38th Street New York, NY 10018
               (Address of Principal Executive Offices) (Zip code)

Registrant's Telephone Number, Including Area Code          212-984-8900


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 registrant was
required to file such reports), and (2) has been subject to such filing
requirement for the past 90 days.
Yes  X    No

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

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 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   X    No

The aggregate market value of the voting stock held by any non-affiliates of the
registrant is zero as of September 29, 2001. All common stock of the registrant
is owned by Cluett American Group, Inc., which is a wholly-owned subsidiary of
Cluett American Investment Corp.




<PAGE>


                     Cluett American Corp. and Subsidiaries

                                TABLE OF CONTENTS


                  PART I - FINANCIAL INFORMATION

                                                                       Page
Item 1.  Financial Statements (Unaudited)

Report of Independent Accountants as of the period ended
September 29, 2001                                                       3

Condensed Consolidated Balance Sheets as of September 29, 2001
and December 31, 2000                                                   F-1

Condensed Consolidated Statements of Operations for the thirteen
and thirty-nine weeks ended September 29, 2001 and September 30,
2000                                                                    F-2

Condensed Consolidated Statements of Cash Flows for the thirty-nine
weeks ended September 29, 2001 and September 30, 2000                   F-3

Notes to Condensed Consolidated Financial Statements - September 29,
2001                                                                    F-4


Item 2.  Management's Discussion and Analysis of Financial Condition
and Results of Operations.                                               4


Item 3.  Quantitative and Qualitative Disclosures About Market Risk.     10





                  PART II - OTHER INFORMATION



Item 1.   Legal Proceedings                                              11

Item 4.   Submission of Matters to a Vote of Security Holders            11

Item 6.   Exhibits and Reports on Form 8-K                               11


SIGNATURES                                                               16



<PAGE>



            REPORT OF DELOITTE & TOUCHE LLP, INDEPENDENT ACCOUNTANTS


Board of Directors
Cluett American Corp. and Subsidiaries
New York, New York

We have reviewed the accompanying condensed consolidated balance sheet of Cluett
American Corp. and  subsidiaries  (the  "Company") as of September 29, 2001, and
the related condensed  consolidated  statements of operations and cash flows for
the thirteen and thirty nine-week periods ended September 29, 2001 and September
30, 2000.  These financial  statements are the  responsibility  of the Company's
management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States of America,  the
objective  of which is the  expression  of an opinion  regarding  the  financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to such condensed  consolidated  financial  statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.

We have  previously  audited,  in accordance with auditing  standards  generally
accepted in the United States of America,  the consolidated balance sheet of the
Company as of December  31, 2000,  and the related  consolidated  statements  of
operations,  stockholder's  deficit  and cash flows for the year then ended (not
presented  herein);  and in our report  dated March 23,  2001,  we  expressed an
unqualified opinion on those consolidated financial statements.  In our opinion,
the information set forth in the  accompanying  condensed  consolidated  balance
sheet as of December 31, 2000, is fairly stated,  in all material  respects,  in
relation to the consolidated balance sheet from which it has been derived.

                   /s/ Deloitte & Touche LLP


Raleigh, North Carolina
October 24, 2001










                                        3

<PAGE>



                      Condensed Consolidated Balance Sheets
                  (Dollars In Thousands, except per share data)

                                                September 29,      December 31,
                                                    2001              2000
                                                 (Unaudited)        (Note 1)

ASSETS
Current assets:
   Cash and cash equivalents ..................  $   5,095         $   1,268
   Accounts receivable, net ...................     29,869            33,442
   Inventories, net ...........................     46,011            30,434
   Prepaid expenses and other current assets ..      2,104             1,176
   Net assets of discontinued operations ......      9,859            21,861
                                                 ---------          --------
Total current assets ..........................     92,938            88,181


Property, plant and equipment, net ............     25,743            26,930
Pension assets ................................     29,345            27,545
Deferred financing fees .......................      8,757             9,966
Other non-current assets ......................      1,551               946
                                                 ---------         ---------
Total assets ..................................  $ 158,334         $ 153,568
                                                 =========         =========

LIABILITIES AND STOCKHOLDER'S DEFICIT

Current liabilities:
   Accounts payable and accrued expenses ....... $  14,870         $  13,709
   Accrued interest payable ....................     8,876             5,362
   Restructuring reserve .......................     2,937             8,380
   Short-term debt and current portion of
   long-term debt ..............................    11,949             6,258
   Income taxes payable ........................     2,222             1,942
                                                 ---------          --------
Total current liabilities ......................    40,854            35,651

Long-term debt .................................   234,222           227,931
Redeemable preferred stock dividends payable ...     3,049               718
Other non-current liabilities ..................        32                59

Senior Exchangeable Preferred Stock Due 2010,
  cumulative, $.01 par value: authorized
  4,950,000, issued and outstanding 718,653
  shares in 2001 and 676,379 shares in 2000
 (liquidation preference of $71,865 in 2001
  and $67,638 in 2000) .........................    70,522            66,214
Stockholder's deficit:
  Common stock, $1 par value: authorized, issued
   and outstanding 1,000 shares ................         1                 1
  Additional paid-in capital ..................    120,496           127,134
  Accumulated deficit .........................   (309,530)         (303,036)
  Accumulated other comprehensive loss ........     (1,312)           (1,104)
                                                 ---------         ---------
Total stockholder's deficit ...................   (190,345)         (177,005)
                                                 ---------         ---------
Total liabilities and stockholder's deficit ...  $ 158,334         $ 153,568
                                                 =========         =========
                             See accompanying notes.

                                       F-1

<PAGE>


             Condensed Consolidated Statements of Operations (Unaudited)
                             (Dollars In Thousands)


                       Thirteen weeks ended           Thirty-nine weeks ended
                   September 29,   September 30,   September 29,   September 30,
                      2001            2000              2001            2000
                   ------------- ---------------   -------------   -------------

Net sales .........   $46,852       $ 47,526         $ 135,160        $ 126,545
Cost of good sold .    31,770         30,213            87,943           80,191
                   ------------- ---------------   -------------   -------------
Gross profit ......    15,082         17,313            47,217           46,354
Selling,general and
administrative
expenses ..........     8,262          9,566            25,716           27,522

Restructuring and
impairment charges.        --            287                --              359
                   ------------- ---------------   -------------   -------------
Operating income
from continuing
operations .......      6,820          7,460             21,501          18,473
Interest expense,
net ..............      5,906          6,527             17,732          21,127
Other expense, net.        --             59                 --             114
                   ------------- ----------------  --------------  -------------
Income(loss)from
continuing
operations before
provision for
income taxes ......       914            874              3,769          (2,768)
Provision for
income taxes ......       375            301              1,109             798
                   ------------- ----------------  --------------  -------------
Income(loss)from
continuing
operations ........       539            573              2,660          (3,566)

Discontinued operations:

 Loss from
 operations of dis-
 continued segment..       --             --                 --          (9,937)
 Loss on disposition
 of business segment,
 including a provision
 of $2.3 million for
 phase-out period
 operating losses during
 the thirty-nine week
 period ended September
 29, 2001 and $0.8 million
 provision for phase-out
 period losses during the
 thirteen and thirty-nine
 week periods ended
 September 30, 2000...    --          (4,707)             (9,151)       (8,905)
                  ------------- -----------------   --------------- ------------
Net income(loss)...   $   539       $ (4,134)          $  (6,491)    $ (22,408)
                  ============= =================   =============== ============





                             See accompanying notes.

                                       F-2
<page>
              Condensed Consolidated Statements of Cash Flows (Unaudited)
                             (Dollars in Thousands)

                                                       Thirty-nine weeks ended
                                                     September 29, September 30,
                                                          2001          2000
                                                     ---------------------------

Operating activities
Net loss ............................................  $ (6,491)       $(22,408)
Adjustment to reconcile net loss to net cash
and cash equivalents used in operating activities:
   Loss on disposal of assets .......................         4               7
   Depreciation .....................................     4,740           4,962
   Deferred finance amortization ....................     1,346           1,296
   Impairment loss on disposition ...................     6,900              --

Changes in operating assets and liabilities:
   Accounts receivable ..............................       606          (5,473)
   Inventories ......................................   (15,577)        (18,060)
   Prepaid expenses and other current assets ........      (928)            323
   Pension and other non-current assets .............    (2,542)          5,178
   Accounts payable and accrued expenses ............     1,159           6,238
   Interest payable .................................     3,514           5,881
   Restructuring reserve ............................    (5,443)          8,620
   Income taxes payable .............................       281            (175)
   Other liabilities ................................       (27)            354
   Effect of changes in foreign currency ............      (208)         (1,116)
                                                        --------        --------
Net cash and cash equivalents used in
operating activities ................................    (12,668)       (14,373)

Investing activities
Purchase of property, plant and equipment ...........     (3,081)        (3,218)
Proceeds on disposal of property,plant and equipment.         38             12
                                                        --------        --------
Net cash and cash equivalents used in
investing activities ................................     (3,043)        (3,206)

Financing activities
Net borrowings under line-of-credit agreement .......     15,900          8,309
Principal payments on long-term debt ................     (3,918)       (33,076)
                                                        --------        --------
Net cash and cash equivalents provided by(used in)
financing activities ................................     11,982        (24,767)

Cash provided by discontinued operations ............      7,556         38,874
                                                        --------        --------
Net change in cash and cash equivalents .............      3,827         (3,472)
Cash and cash equivalents at beginning of period ....      1,268          7,048
                                                        --------        --------
Cash and cash equivalents at end of period ..........   $  5,095        $ 3,576
                                                        ========        ========



                             See accompanying notes.


                                       F-3


<PAGE>



          Notes to Condensed Consolidated Financial Statements (Unaudited)

1.  Basis of Presentation

     The accompanying  unaudited condensed  consolidated financial statements of
Cluett American Corp. and its  subsidiaries,  (the "Company") have been prepared
in accordance with accounting principles generally accepted in the United States
of America for interim  financial  information and with the instructions to Form
10-Q and Article 10 of Regulation S-X.  Accordingly,  they do not include all of
the  information  and  footnotes  required by  accounting  principles  generally
accepted in the United States of America for complete financial  statements.  In
the opinion of  management,  all  adjustments  (consisting  of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results for the thirteen and thirty-nine week periods ended September
29, 2001, are not  necessarily  indicative of the operating  results that may be
expected for the year ending December 31, 2001.

     The Balance  Sheet at December 31, 2000,  has been derived from the audited
financial  statements  at that date but does not include all of the  information
and footnotes required by accounting principles generally accepted in the United
States of America for complete financial statements.

     For  further  information,  refer  to  the  annual  consolidated  financial
statements  and footnotes of the Company,  included in the Annual Report on Form
10-K,  for the year ended  December  31,  2000,  filed with the  Securities  and
Exchange Commission on March 29, 2001.

     The consolidated  financial  statements include all subsidiary companies of
the Company.  Significant  intercompany  transactions  have been  eliminated  in
consolidation.

     The Company  uses a 5-4-4 week fiscal  quarter  whereby the fiscal  quarter
ends on the Saturday nearest the end of the calendar quarter,  which accordingly
was September 29, 2001 and September 30, 2000, respectively.

     Certain  amounts in the prior year financial  statements and footnotes have
been reclassified to conform to the current year presentation.


2.  Recent Events and Discontinued Operations

     On June 13, 2000, Phillips-Van Heusen Corporation, ("PVH"), and the Company
announced an agreement (the  "Agreement") for PVH to license the ARROW brand for
men's and boys' dress shirts, sports shirts (including knit, woven and all forms
of  fleece),  pants,  shorts and  sweaters  ("Licensed  Product")  in the United
States. In addition,  PVH and the Company agreed in principle for PVH to acquire
the stock of Cluett Designer Group, Inc. ("CDG"),  the licensee for Kenneth Cole
dress shirts. In conjunction with the Agreement,  the Company approved a plan to
discontinue the Company's shirt group segment's  manufacturing  and distribution
operations.

     On July 24, 2000, the transactions contemplated by the Agreement, including
the  Purchase and Sale  Agreement  among  Cluett,  Peabody & Co.,  Inc.  ("CP"),
Cluett, Peabody Canada, Inc. ("CP Canada"),  Arrow Factory Stores, Inc. ("AFS"),
CDG,  Consumer  Direct  Corporation  ("CDC"),   Cluett,  Peabody  Holding  Corp.
("Holding"), and PVH, (the "Purchase and Sale Agreement") and the Share Purchase
Agreement among CP, CDG, Bidermann Tailored Clothing, Inc. ("BTC"), and PVH (the
"Share Purchase Agreement") were closed. Each of the parties to the Purchase and
Sale Agreement and the Share Purchase  Agreement  other than PVH and CDG is, and
prior to the closing CDG was, a wholly-owned subsidiary of the Company.



                                    F-4
<page>

  Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)

     Pursuant to the Purchase  and Sale  Agreement,  (i) all of the  outstanding
shares of  capital  stock of  C.A.T.  Industrial  S.A.  de C.V.,  ("C.A.T."),  a
corporation  organized under the laws of Honduras,  were sold to PVH by CP, AFS,
CDG, CDC and Holding,  (ii) PVH purchased all of CP's and AFS's right, title and
interest in and to certain of the other assets (principally inventory) of CP and
AFS used  primarily  by CP and AFS in their ARROW label and private  label men's
and boys'  dress and sport  shirt  businesses  and their  Arrow  factory  outlet
operations  in the United  States  and (iii) PVH  purchased  all of CP  Canada's
right,  title and interest in and to ARROW label dress and sport shirt inventory
used in CP Canada's  United States "Career  Apparel"  business.  Pursuant to the
Share Purchase Agreement,  all of the outstanding shares of capital stock of CDG
were sold by CP and BTC to PVH.

     The aggregate  purchase price paid by PVH pursuant to the Purchase and Sale
Agreement and the Share Purchase  Agreement for the stock and assets referred to
above  was  approximately  $51.2  million  in cash plus the  assumption  of $2.1
million of debt  related to C.A.T.,  calculated  as set forth in, and subject to
adjustment pursuant to, Article 3 of each of the Purchase and Sale Agreement and
the Share Purchase Agreement.

     Pursuant  to  the  Purchase  and  Sale  Agreement,  the  Trademark  License
Agreement  ("PVH  Trademark  License  Agreement"),  dated July 24, 2000,  by and
between Cluett Peabody Resources Corporation ("CPR"), a Delaware corporation and
a wholly-owned subsidiary of the Company, CP and PVH was executed and delivered.
Pursuant to the PVH Trademark License Agreement,  CP granted to PVH an exclusive
license to use  trademarks  related to CP's  ARROW  clothing  line in the United
States and its territories  and possessions in connection with its  manufacture,
advertising,  marketing, promotion,  distribution, offer to sell and the sale of
men's and  boys'  Licensed  Product  in  certain  specified  channels  of trade,
including the Internet.  CP also granted to PVH the right to operate most of the
websites that use URLs that incorporate the ARROW trademarks.  The PVH Trademark
License Agreement  provides for a $5.0 million minimum guaranteed annual royalty
fee to be paid to CP, subject to cost of living adjustments. The initial term of
the license expires on June 30, 2007;  however,  PVH has the option to renew the
PVH Trademark License Agreement for two additional five-year terms,  provided it
meets certain conditions.

     The Company used $39.3  million of the net  proceeds  from the Purchase and
Sale  Agreement,  the Share  Purchase  Agreement and the PVH  Trademark  License
Agreement  (collectively referred to as the "Transactions") to repay outstanding
borrowings under its Senior Credit Facility and CP Canada's Credit Facility.

     On January 29, 2001, and pursuant to an Asset Purchase Agreement, CP Canada
sold certain assets (principally inventory, personal property, and manufacturing
equipment)  used primarily by CP Canada's ARROW labeled apparel bearing the name
or logo of other Corporate  entities or other  organizations  ("Career Apparel")
businesses in Canada,  apparel sold in specialty  golf stores and golf pro shops
("Golf Apparel") and FRIDAY'S BY CLUETT businesses in Canada,  the United States
and Puerto Rico, to The John Forsyth Shirt Company, LTD. ("Forsyth").

     Pursuant to a  Trademark  License  Agreement  ("Forsyth  Trademark  License
Agreement"),  dated as of January 29, 2001, CP and CP Canada  granted to Forsyth
an exclusive  license to use trademarks  related to the ARROW business in Canada
and the  FRIDAY'S  BY CLUETT and golf  apparel  business  in Canada,  the United
States and Puerto Rico. The Forsyth Trademark  License Agreement  provides for a
1.0 million Canadian dollar minimum  guaranteed annual royalty fee to be paid to
CP,  subject to the Consumer  Price Index.  The license  expires on December 31,
2005;  however,  Forsyth  has the option to renew for two  additional  five-year
terms, provided it meets certain conditions.

     The aggregate purchase price paid by Forsyth pursuant to the Asset Purchase
Agreement was approximately $8.0 million,  and subject to adjustment pursuant to
Section 4 of the Asset Purchase Agreement.



                                       F-5
<page>

  Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)

2.   Recent Events and Discontinued Operations (Continued)

     The Company used $5.4 million of the net proceeds  from the Asset  Purchase
Agreement to repay outstanding borrowings under CP Canada's loan facility.

     The Company has  completed  the  majority of the  disposition  of the shirt
group segment's  manufacturing  and distribution  operations.  Accordingly,  the
Company's  consolidated  financial  statements  reflect  the shirt  segment as a
discontinued operation. Consequently, the Company's remaining businesses include
primarily the Sock and Licensing Groups.

     The net assets of the discontinued  operations in the accompanying  balance
sheet are comprised of the following:

                                           September 29,  December 31,
                                               2001          2000
                                           -------------  ------------
                                              (Dollars In Thousands)
Assets:
  Cash .....................................   $   617   $   316
  Accounts receivable ......................        --     7,985
  Inventories, net .........................        --     9,606
  Prepaid expenses .........................       120       685
  Property, plant & equipment, net .........     9,704    14,602
  Other assets .............................        --       475
                                               -------   -------
     Total assets ..........................    10,441    33,669

Liabilities:
  Accounts payable & accrued expenses ......       381     6,137
  Canadian revolving facility ..............        --     5,447
  Canadian capital lease ...................       201       224
                                               -------   -------
     Total liabilities .....................       582    11,808
                                               -------   -------
     Net assets of discontinued operations     $ 9,859   $21,861
                                               =======   =======

3. Inventories

     Inventories  from  continuing  operations  consist of the  following at the
specified date:

                                                      September 29, December 31,
                                                          2001           2000
                                                      --------------------------
                                                        (Dollars In Thousands)

Finished goods .......................................   $ 38,414    $ 25,055
Work in process ......................................      2,755       2,092
Raw materials and supplies ...........................      5,218       3,871
                                                         --------    --------
                                                           46,387      31,018
Less: Allowance for obsolete and slow moving inventory       (376)       (584)
                                                         --------    --------
                                                         $ 46,011    $ 30,434
                                                         ========    ========

                                       F-6
<page>

 Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)

4.   Long-Term Obligations and Financing Arrangements

     As of September 29, 2001,  the Company had  outstanding  $246.2  million of
debt consisting of $125.0 million in Senior  Subordinated  Notes  (including the
Parity Notes), a Senior Credit Facility  consisting of a $23.1 million term loan
("Term A"), a $43.5  million  term loan ("Term  B"), a $17.5  million  Tranche C
loan,  and $37.1 million in revolving  credit  facility  borrowings.  During the
thirty-nine  weeks ended  September 29, 2001,  the Company had a net increase in
revolving credit facility borrowings of $15.9 million and repaid $3.9 million in
term loans and notes payable.


5. Discontinued Operations, Restructuring and Impairment Charges

     In conjunction with the Transactions, described in Note 2-Recent Events and
Discontinued Operations, the Company recorded impairment charges of $6.9 million
comprised  of $3.0  million  for  receivables,  $3.8  million for  property  and
equipment and $0.1 million for deposits, to adjust balances to amounts realized,
or to fair value, as appropriate.  The company also recorded an increase of $2.3
million in estimated  operating losses during the phase-out period for lease and
contract  costs ($1.5  million) and  miscellaneous  other costs ($0.8  million).
These charges are included as a component of the loss from discontinued  segment
in the accompanying consolidated statements of operations.

The following table is a summary of the components of the restructuring reserve.

                            Severance Facility
                               Costs   Closure  Other   Total
                            --------- --------  -----   -----
                                   (Dollars in Thousands)
Balance, January 1, 2001 ..   $2,959   $  810   $4,611   $8,380
    Additions .............       --    1,499      752    2,251
    Payments ..............    2,088      985    4,621    7,694
                              ------   ------   ------   ------
Balance, September 29, 2001   $  871   $1,324   $  742   $2,937
                              ======   ======   ======   ======



















                                       F-7

<page>

  Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)

6. Segment Data

     The Company  identifies  its  reportable  segments  based on the  segments'
product  offerings.  As a result of the  Company's  June 13,  2000,  decision to
discontinue  the shirt group  operations  and license the ARROW  tradename,  the
composition of the Company's  reportable segments changed.  The licensing of the
ARROW brand by the two new Trademark  License  Agreements,  as described in Note
2-Recent Events and Discontinued  Operations,  will result in additional minimum
annual license revenue of $5.6 million. Subsequent to June 13, 2000, the Company
conducted its business  through two principle  segments:  the Sock Group and the
Licensing Group. The financial  results  associated with Latin America,  Apparel
On-Line LLC,  Cluett  American  Receivables  LLC and the US Retail  division are
referred to  collectively  as "All  Other".  Segment  data  disclosures  for the
thirteen and thirty-nine  weeks ended September 29, 2001 and September 30, 2000,
have been restated to reflect the above noted change.

                   Thirteen weeks ended                 Thirty-nine weeks ended
                September 29,  September 30,       September 29,   September 30,
                   2001           2000                 2001             2000
                ----------------------------       -----------------------------
                                    (Dollars in Thousands)
Net sales
     Sock .......   $  43,070    $  44,439             $ 124,632     $ 120,570
     Licensing ..       3,600        3,083                 9,890         6,550
     All Other ..         692          304                 1,782           431
     Intersegment        (510)        (300)               (1,144)       (1,006)
                    ---------    ---------             ---------     ---------
                    $  46,852    $  47,526             $ 135,160     $ 126,545
                    =========    =========             =========     =========
Operating income
(loss) excluding
restructuring and
impairment charges
     Sock .......   $   3,963    $   5,520             $  13,822     $  15,585
     Licensing ..       2,790        2,494                 7,416         4,599
     All Other ..        (154)        (218)                 (363)         (662)
                    ---------    ---------             ---------     ---------
                    $   6,599    $   7,796             $  20,875     $  19,522
                    =========    =========             =========     =========

Depreciation expense
     Sock .......   $   1,455    $   1,569             $   4,365     $   4,712
     Licensing ..          33           20                    80            58
     All Other ..          99           78                   288           192
                    ---------    ---------             ---------     ---------
                    $   1,587    $   1,667             $   4,733     $   4,962
                    =========    =========             =========     =========

Identifiable assets
     Sock .......   $ 100,540    $  96,260             $ 100,540     $  96,260
     Licensing ..       2,985        2,445                 2,985         2,445
     All Other ..       1,639        2,454                 1,639         2,454
                    ---------    ---------             ---------     ---------
                    $ 105,164    $ 101,159             $ 105,164     $ 101,159
                    =========    =========             =========     =========






                                       F-8

<page>

  Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)

6. Segment Data (Continued)

Reconciliation of Reportable Segments Net sales, Operating income and
Identifiable assets

                            Thirteen weeks ended        Thirty-nine weeks ended
                         September 29, September 30, September 29, September 30,
                             2001          2000          2001           2000
                         --------------------------- ---------------------------
                                          (Dollars In Thousands)
Net sales
 Total net sales for
  reportable  segments ...   $  46,670    $  47,522      $ 134,522    $ 127,120
 Other net sales .........         692          304          1,782          431
 Elimination of
  intersegment net sales .        (510)        (300)        (1,144)      (1,006)
                              --------     --------       --------     --------
Total consolidated net sales $  46,852    $  47,526      $ 135,160    $ 126,545
                             =========    =========      =========     ========

Operating income(loss)
 Total operating income
  for reportable segments..   $  6,753    $   8,014      $  21,238     $ 20,184
 Other operating loss .....       (154)        (218)          (363)        (662)
 Unallocated amounts:
  Corporate expense before
   pension income..........       (379)      (1,141)        (1,174)      (3,032)
  Pension Income ..........        600        1,092          1,800        2,342
  Restructuring and
   impairment charges .....         --         (287)            --         (359)
                              ---------   ---------       --------     --------
 Total operating income ....  $  6,820    $   7,460      $  21,501     $ 18,473
                              =========   =========      =========     ========

Depreciation and amortization
 Total depreciation for
  reportable segments .....   $   1,488   $   1,589      $   4,445    $   4,770
 Other ....................         106          78            295          192
    Amortization ..........         450         443          1,346        1,296
                              ---------   ---------      ---------    ---------
Total depreciation and
 amortization .............   $   2,044   $   2,110      $   6,086    $   6,258
                              =========   =========      =========     ========
Identifiable assets
 Total assets for reportable
  segments ................   $ 103,525   $  98,705      $ 103,525    $  98,705
 Other assets .............       1,639       2,454          1,639        2,454
 Net assets of discontinued
  operations ..............       9,859      21,355          9,859       21,355
 Unallocated amounts:
  Deferred finance costs ..       8,757      10,412          8,757       10,412
  Pension assets ..........      29,345      26,472         29,345       26,472
  Other unallocated amounts.      5,209      10,585          5,209       10,585
                              ---------   ---------      ---------    ---------
Consolidated total .........  $ 158,334   $ 169,983      $ 158,334    $ 169,983
                              =========   =========      =========    =========






                                       F-9


<PAGE>



   Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)


7. Guarantor Subsidiaries

     The Company's payment  obligations under the Senior Credit Facility and the
Senior Subordinated Notes (the "Notes") are fully and unconditionally guaranteed
on a joint and several basis by its current domestic subsidiaries,  principally:
Cluett Peabody & Co., Inc., Great American Knitting Mills, Inc., Apparel On-Line
LLC,  Consumer  Direct  Corporation  and US Retail  division  (collectively  the
"Guarantor  Subsidiaries").  Each of the Guarantor  Subsidiaries  is a direct or
indirect   wholly-owned   subsidiary  of  the  Company.  The  Company's  payment
obligations  under the Notes are not  guaranteed by the remaining  subsidiaries:
Bidermann  Womenswear Corp.  (formerly Ralph Lauren  Womenswear,  Inc.),  Cluett
Peabody Canada,  Inc., Arrow de Mexico S.A. de C.V., Arrow  Inter-America & Co.,
Ltd.  and Cluett  American  Receivables  LLC  (collectively  the  "Non-Guarantor
Subsidiaries"). The obligations of each Guarantor Subsidiary under its guarantee
of the  Notes  are  subordinated  to such  subsidiary's  obligations  under  its
guarantee of the Senior Credit Facility.

     The Company has no  independent  assets or  operations,  the guarantees are
full and  unconditional  and  joint and  several,  and any  subsidiaries  of the
Company other than the subsidiary guarantors are minor.

8. Recently Issued Accounting Standards Adopted or To Be Adopted

     In June 1998, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement  No.  133,   "Accounting   For  Derivative   Instruments  and  Hedging
Activities"  ("SFAS No.  133").  This  statement (as amended by SFAS No. 137) is
effective  January 2001.  This  statement  establishes  accounting and reporting
standards for derivative  instruments  including certain derivative  instruments
embedded in other  contracts,  and for hedging  activities.  It requires that an
entity  recognize all derivatives as either assets or liabilities in the balance
sheet  measured at fair value.  The Company  adopted  SFAS No. 133 on January 1,
2001. As the Company has not entered into any derivative  instruments or hedging
activities, the adoption of SFAS No. 133 did not have an impact on the Company's
results of operations or financial position.

     In June 2001, FASB issued SFAS No. 141, Business  Combinations,  ("SFAS No.
141") which  establishes  accounting  and  reporting  standards for all business
combinations  initiated after June 30, 2001, and establishes  specific  criteria
for the recognition of intangible assets separately from goodwill.  SFAS No. 141
eliminates  the  pooling-of-interest  method  of  accounting  and  requires  all
acquisitions  consummated subsequent to June 30, 2001, to be accounted for under
the purchase method. The adoption of SFAS No. 141 did not have a material impact
on the Company's results of operations and financial condition.

     In June 2001, the FASB issued SFAS No. 142,  Goodwill and Other  Intangible
Assets,  ("SFAS No. 142") which addresses financial accounting and reporting for
acquired  goodwill  and  other  intangible  assets.   SFAS  No.  142  eliminates
amortization of goodwill and other intangible assets that are determined to have
an indefinite  useful life and instead requires an impairment only approach.  At
adoption,  any goodwill  impairment  loss will be recognized  as the  cumulative
effect of a change in accounting principal.  Subsequently, any impairment losses
will be  recognized  as a component of income from  operations.  SFAS No. 142 is
required  to be  adopted on January  1,  2002.  Currently,  management  does not
believe  the  adoption  of SFAS  No.  142 will  have a  material  impact  on the
Company's results of operations and financial condition.




                                      F-10

<page>

  Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)

8. Recently Issued Accounting Standards Adopted or To Be Adopted (continued)

     On  August  2001,  the FASB  issued  SFAS No.  143,  Accounting  For  Asset
Retirement Obligation,  ("SFAS No. 143") which requires recording the fair value
of a liability for an asset  retirement  obligation in the period in which it is
incurred,  and a  corresponding  increase in the  carrying  value of the related
long-lived asset. Over time, the liability is accreted to its present value each
period,  and the  capitalized  cost is  depreciated  over the useful life of the
related asset.  Upon  settlement of the liability,  it is either settled for its
recorded amount or a gain or loss upon  settlement is recorded.  SFAS No. 143 is
effective for the Company's  fiscal year ended December 31, 2003. The Company is
currently  assessing,  but has not yet  determined the impact of SFAS No. 143 on
its financial position and results of operations.

     In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
for Disposal of Long-Lived  Assets,  ("SFAS No. 144") which addresses  financial
accounting  and reporting for the  impairment or disposal of long-lived  assets.
This Statement  supersedes FASB Statement No. 121, Accounting for the Impairment
of  Long-Lived  Assets  and for  Long-Lived  Assets to Be  Disposed  Of, and the
accounting and reporting provisions of APB Opinion No. 30, Reporting the Results
of Operations-Reporting  the Effects of Disposal of a Segment of a Business, and
Extraordinary,  Unusual and Infrequently Occurring Events and Transactions,  for
the disposal of a segment of a business (as previously defined in that Opinion).
The Company is currently  assessing,  but has not yet  determined  the impact of
SFAS No. 143 on its financial position and results of operations.

9. Subsequent Events

     On October 30, 2001, the Company announced restructuring plans for the Sock
Group to optimize plant capacity and maximize  supply chain  opportunities.  The
Company will  phase-out  production  from its Bally,  Pennsylvania  facility and
relocate  its  knitting  and  finishing  operations  to other  company-owned  or
contract facilities.  Effective December 31, 2001, Bally's finishing operations,
which  represent  approximately  10 percent  of total  company  volume,  will be
absorbed  into  available  contract  finishing  capacity  in  Mexico.  Effective
September 28, 2002, Bally's knitting production,  which represents approximately
20 percent of total company volume,  will be moved to the company's  Burlington,
North Carolina facility. This plan will provide a reduced cost structure that is
competitive within the global market. Total company sales volume will not change
as a result of these actions.

















                                      F-11


<PAGE>




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

     On June 13, 2000, Phillips-Van Heusen Corporation, ("PVH"), and the Company
announced an agreement (the  "Agreement") for PVH to license the ARROW brand for
men's and boys' dress shirts, sports shirts (including knit, woven and all forms
of  fleece),  pants,  shorts and  sweaters  ("Licensed  Product")  in the United
States. In addition,  PVH and the Company agreed in principle for PVH to acquire
the stock of Cluett Designer Group, Inc. ("CDG"),  the licensee for Kenneth Cole
dress shirts. In conjunction with the Agreement,  the Company approved a plan to
discontinue the Company's shirt group segment's  manufacturing  and distribution
operations.

     On July 24, 2000, the transactions contemplated by the Agreement, including
the  Purchase and Sale  Agreement  among  Cluett,  Peabody & Co.,  Inc.  ("CP"),
Cluett, Peabody Canada, Inc. ("CP Canada"),  Arrow Factory Stores, Inc. ("AFS"),
CDG,  Consumer  Direct  Corporation  ("CDC"),   Cluett,  Peabody  Holding  Corp.
("Holding"), and PVH, (the "Purchase and Sale Agreement") and the Share Purchase
Agreement among CP, CDG, Bidermann Tailored Clothing, Inc. ("BTC"), and PVH (the
"Share Purchase Agreement") were closed. Each of the parties to the Purchase and
Sale Agreement and the Share Purchase  Agreement  other than PVH and CDG is, and
prior to the closing CDG was, a wholly-owned subsidiary of the Company.

     Pursuant to the Purchase  and Sale  Agreement,  (i) all of the  outstanding
shares of  capital  stock of  C.A.T.  Industrial  S.A.  de C.V.,  ("C.A.T."),  a
corporation  organized under the laws of Honduras,  were sold to PVH by CP, AFS,
CDG, CDC and Holding,  (ii) PVH purchased all of CP's and AFS's right, title and
interest in and to certain of the other assets (principally inventory) of CP and
AFS used  primarily  by CP and AFS in their ARROW label and private  label men's
and boys'  dress and sport  shirt  businesses  and their  Arrow  factory  outlet
operations  in the United  States  and (iii) PVH  purchased  all of CP  Canada's
right,  title and interest in and to ARROW label dress and sport shirt inventory
used in CP Canada's  United States "Career  Apparel"  business.  Pursuant to the
Share Purchase Agreement,  all of the outstanding shares of capital stock of CDG
were sold by CP and BTC to PVH.

     The aggregate  purchase price paid by PVH pursuant to the Purchase and Sale
Agreement and the Share Purchase  Agreement for the stock and assets referred to
above  was  approximately  $51.2  million  in cash plus the  assumption  of $2.1
million of debt  related to C.A.T.,  calculated  as set forth in, and subject to
adjustment pursuant to, Article 3 of each of the Purchase and Sale Agreement and
the Share Purchase Agreement.

     Pursuant  to  the  Purchase  and  Sale  Agreement,  the  Trademark  License
Agreement  ("PVH  Trademark  License  Agreement"),  dated July 24, 2000,  by and
between Cluett Peabody Resources Corporation ("CPR"), a Delaware corporation and
a wholly-owned subsidiary of the Company, CP and PVH was executed and delivered.
Pursuant to the PVH Trademark License Agreement,  CP granted to PVH an exclusive
license to use  trademarks  related to CP's  ARROW  clothing  line in the United
States and its territories  and possessions in connection with its  manufacture,
advertising,  marketing, promotion,  distribution, offer to sell and the sale of
men's and  boys'  Licensed  Product  in  certain  specified  channels  of trade,
including the Internet.  CP also granted to PVH the right to operate most of the
websites that use URLs that incorporate the ARROW trademarks.  The PVH Trademark
License Agreement  provides for a $5.0 million minimum guaranteed annual royalty
fee to be paid to CP, subject to cost of living adjustments. The initial term of
the license expires on June 30, 2007;  however,  PVH has the option to renew the
PVH Trademark License Agreement for two additional five-year terms,  provided it
meets certain conditions.

     The Company used $39.3  million of the net  proceeds  from the Purchase and
Sale  Agreement,  the Share  Purchase  Agreement and the PVH  Trademark  License
Agreement  (collectively referred to as the "Transactions") to repay outstanding
borrowings under its Senior Credit Facility and CP Canada's Credit Facility.

<page>

     On January 29, 2001, and pursuant to an Asset Purchase Agreement, CP Canada
sold certain assets (principally inventory, personal property, and manufacturing
equipment)  used primarily by CP Canada's ARROW labeled apparel bearing the name
or logo of other Corporate  entities or other  organizations  ("Career Apparel")
businesses in Canada,  apparel sold in specialty  golf stores and golf pro shops
("Golf Apparel") and FRIDAY'S BY CLUETT businesses in Canada,  the United States
and Puerto Rico, to The John Forsyth Shirt Company, LTD. ("Forsyth").

     Pursuant to a  Trademark  License  Agreement  ("Forsyth  Trademark  License
Agreement"),  dated as of January 29, 2001, CP and CP Canada  granted to Forsyth
an exclusive  license to use trademarks  related to the ARROW business in Canada
and the  FRIDAY'S  BY CLUETT and golf  apparel  business  in Canada,  the United
States and Puerto Rico. The Forsyth Trademark  License Agreement  provides for a
1.0 million minimum Canadian dollar  guaranteed annual royalty fee to be paid to
CP,  subject to the Consumer  Price Index.  The license  expires on December 31,
2005;  however,  Forsyth  has the option to renew for two  additional  five-year
terms, provided it meets certain conditions.

     The aggregate purchase price paid by Forsyth pursuant to the Asset Purchase
Agreement was approximately $8.0 million,  and subject to adjustment pursuant to
Section 4 of the Asset Purchase Agreement.

     The Company used $5.4 million of the net proceeds  from the Asset  Purchase
Agreement to repay outstanding borrowings under CP Canada's loan facility.

     The Company has  completed  the  majority of the  disposition  of the shirt
group segment's  manufacturing  and distribution  operations.  Accordingly,  the
Company's  consolidated  financial  statements  reflect  the shirt  segment as a
discontinued operation. Consequently, the Company's remaining businesses include
primarily the Sock and Licensing Groups.

     The net assets of the discontinued  operations in the accompanying  balance
sheet are comprised of the following:

                                        September 29,  December 31,
                                            2001           2000
                                        ------------- -------------
                                           (Dollars In Thousands)
Assets:
  Cash ..............................    $   617         $   316
  Accounts receivable ...............         --           7,985
  Inventories, net ..................         --           9,606
  Prepaid expenses ..................        120             685
  Property, plant & equipment, net ..      9,704          14,602
  Other assets ......................         --             475
                                         -------         -------
Total assets .....................        10,441          33,669

Liabilities:
  Accounts payable & accrued expenses.       381           6,137
  Canadian revolving facility ........        --           5,447
  Canadian capital lease .............       201             224
                                         -------         -------
Total liabilities .................          582          11,808
                                         -------         -------
Net assets of discontinued operations    $ 9,859         $21,861
                                         =======         =======




<PAGE>



Results of Operations: Thirteen weeks ended September 29, 2001 vs.
   September 30, 2000

     The following  table sets forth,  for the periods  indicated,  statement of
operations  data which has been  restated  to reflect the  Company's  continuing
operations  including the Sock Group,  the Licensing  Group and all other (Latin
America,  Apparel  On-Line  LLC,  Cluett  American  Receivables  LLC,  US Retail
division and corporate overhead charges) and excludes the Company's discontinued
Shirt Group operation.


                                                    Thirteen weeks ended
                                                 September 29,  September 30,
                                                      2001           2000
                                                 ----------------------------
                                                   (Dollars In Thousands)

        Net sales .................................   $46,852   $ 47,526
        Gross profit ..............................    15,082     17,313
        Operating income from continuing operations     6,820      7,460
        Interest expense, net .....................     5,906      6,527
        Income taxes ..............................       375        301
        Income  from continuing operations ........       539        573
        Loss on discontinued operations ...........        --     (4,707)
        Net income (loss) .........................   $   539   $ (4,134)

Net sales:  For the thirteen weeks ended September 29, 2001, net sales decreased
$0.6 million to $46.9 million  compared to $47.5 million for the thirteen  weeks
ended  September 30, 2000. Net sales in the Sock Group decreased $1.3 million to
$43.1 million due to decreases in branded product  partially offset by increases
in private label. The Licensing Group's net sales increased $0.5 million to $3.6
million  primarily due to the new trademark  license  agreements as discussed in
Note 2-Recent Events and Discontinued Operations.

Gross profit:  For the third  quarter,  gross profit  decreased  $2.2 million to
$15.1 million compared to the 2000 quarter.  The Licensing Group had an increase
of $0.5 million primarily due to the new trademark license agreement revenue for
which no related  cost of sales was  incurred.  The Sock Group had a decrease of
$2.9 million due to declines in higher margin branded business  partially offset
by additional gross profit from new private label programs.

Operating income from continuing operations:  The Company's operating income for
the third  quarter  ended  September  29, 2001,  decreased  $0.7 million to $6.8
million  compared to $7.5 million for the 2000  quarter.  Reductions in selling,
general  and  administrative  expenses  of $1.2  million  and  $0.3  million  in
restructuring and impairment  charges partially offset the gross profit decrease
as discussed above. Improvements in expenses are primarily due to a $0.7 million
reduction  in  advertising  expense  at the Sock  Group  for Gold Toe  packaging
changes incurred in the prior period and reduced general and  administrative and
corporate overhead expenses of $0.2 million and $0.2 million, respectively.

Interest expense: Interest expense decreased $0.6 million for the third quarter,
due to lower prevailing interest rates.

Income from  continuing  operations:  For the third quarter ended  September 29,
2001,  income from  continuing  operations  remained  consistent at $0.5 million
compared to the same period last year, due to the factors discussed above.

Loss on discontinued operations: In conjunction with the Transactions, described
in Note 2-Recent Events and  Discontinued  Operations,  the Company recorded for
the 2000 quarter, operating losses for this segment of $4.7 million.

Net income  (loss):  Net income for the 2001 quarter  increased  $4.6 million to
$0.5  million  compared  to a loss of $4.1  million  for the 2000  quarter.  The
improvement  is due  to  the  events  described  in  Note  2-Recent  Events  and
Discontinued Operations.

<page>

Results of Operations: Thirty-nine weeks ended September 29, 2001 vs.
 September 30, 2000

     The following  table sets forth,  for the periods  indicated,  statement of
operations  data which has been  restated  to reflect the  Company's  continuing
operations  including the Sock Group,  the Licensing  Group and all other (Latin
America,  Apparel  On-Line  LLC,  Cluett  American  Receivables  LLC,  US Retail
division and corporate overhead charges) and excludes the Company's discontinued
Shirt Group operation.

                                                    Thirty-nine weeks ended
                                                  September 29,  September 30,
                                                      2001           2000
                                                  ----------------------------
                                                      (Dollars In Thousands)

        Net sales .................................   $ 135,160    $ 126,545
        Gross profit ..............................      47,217       46,354
        Operating income from continuing operations      21,501       18,473
        Interest expense, net .....................      17,732       21,127
        Income taxes ..............................       1,109          798
        Income (loss) from continuing operations ..       2,660       (3,566)
        Loss on discontinued operations ...........      (9,151)     (18,842)
        Net loss ..................................   $  (6,491)   $ (22,408)

Net sales:  For the  thirty-nine  weeks  ended  September  29,  2001,  net sales
increased $8.6 million to $135.2 million from $126.6 million for the thirty-nine
weeks ended  September  30,  2000.  Net sales in the Sock Group  increased  $4.0
million  to $124.6  million.  The  increase  is driven by new  programs  and new
channels of distribution of private label products, partially offset by declines
in branded sales,  particularly in the department store channel of distribution.
The Licensing  Group's net sales increased $3.3 million due primarily to the new
trademark   license   agreements  as  discussed  in  Note  2-Recent  Events  and
Discontinued Operations.

Gross profit: Gross profit for the 2001 period,  increased $0.8 million to $47.2
million  compared to $46.4 million for the 2000 period.  This increase is due to
the new trademark  license  agreement revenue for which no related cost of sales
was  incurred,  partially  offset by lower gross  profit at the Sock Group.  The
reduction in gross profit at the Sock Group is due to declines in higher  margin
branded  business  partially  offset by additional gross profit from new private
label programs.

Operating  income  from  continuing   operations:   The  Company's  income  from
continuing operations increased $3.0 million to $21.5 million from $18.5 million
for the same period last year due to the increased gross profit discussed above,
a $1.8 million reduction in selling,  general and administrative  expenses and a
$0.4 million reduction in restructuring and impairment charges.  The improvement
in selling,  general  and  administrative  expenses is driven by a $1.2  million
reduction  in  advertising  expenses  at the  Sock  Group  related  to Gold  Toe
packaging  changes  initiated in 2000 and a $1.3 million  reduction in corporate
overhead expenses.

Interest  expense:  Interest expense decreased $3.4 million to $17.7 million for
the period  compared to $21.1  million for the 2000 period due to the  Company's
reduced level of indebtedness and lower prevailing interest rates.

Income (loss) from  continuing  operations:  For the period ended  September 29,
2001, income from continuing operations increased $6.3 million to income of $2.7
million  compared to a loss of $3.6 million in the same period last year, due to
the factors discussed above.





<page>

Loss on discontinued operations: In conjunction with the Transactions, described
in Note  2-Recent  Events and  Discontinued  Operations,  the  Company  recorded
impairment  charges of $6.9 million  comprised of $3.0 million for  receivables,
$3.8 million for property and  equipment and $0.1 million for deposits to adjust
balances to amounts realized, or to fair value, as appropriate. The company also
recorded an increase of $2.3 million in estimated  operating  losses  during the
phase-out  period for lease and contract costs ($1.5 million) and  miscellaneous
other costs  ($0.8  million).  For the 2000  period,  operating  losses for this
segment were $18.8 million.

Net loss: Net loss for the 2001 period  decreased  $15.9 million to $6.5 million
compared to $22.4  million for the same period last year.  This is due to a $6.3
million  improvement  in income from  continuing  operations and an $9.6 million
reduction in losses from discontinued operations compared to the 2000 period.

Liquidity and Capital Resources

     The Company broadly defines liquidity as its ability to generate sufficient
cash flow from operating activities to meet its obligations and commitments.  In
addition,  liquidity  includes the ability to obtain appropriate debt and equity
financing and, to convert into cash, those assets that are no longer required to
meet existing strategic and financial objectives. Therefore, liquidity cannot be
considered  separately  from  capital  resources  that  consist  of  current  or
potentially  available funds for use in achieving long range business objectives
and meeting debt service commitments.

     The Company's  liquidity  needs arise  primarily  from debt service and the
funding of working capital and capital  expenditures.  As of September 29, 2001,
the Company had outstanding  $246.2 million of debt consisting of $125.0 million
in Senior  Subordinated  Notes  (including  the Parity  Notes),  a Senior Credit
Facility  consisting  of a $23.1  million term loan ("Term A"), a $43.5  million
term loan  ("Term  B"), a $17.5  million  Tranche C loan,  and $37.1  million in
revolving  credit  facility  borrowings.  During  the  thirty-nine  weeks  ended
September 29, 2001, the Company had a net increase in revolving  credit facility
borrowings  of $15.9  million  and repaid  $3.9  million in term loans and notes
payable.

     Net  availability  under the  revolver at  September  29,  2001,  was $13.5
million  (including $1.8 million of  availability  under the Tranche C loan), in
addition to cash and cash equivalents of $5.1 million.

Debt Service

     Principal  and  interest  payments  under  the  Company's  debt  agreements
represent  significant  liquidity   requirements  for  the  Company.   Aggregate
principal  payments  on the  Company's  indebtedness  are $6.2  million  for the
remainder of 2001, $25.4 million, $9.6 million, $58.9 million and $21.1 million,
for each of the years 2002  through  2005,  respectively,  with  $125.0  million
remaining thereafter through 2008.

     The  Company's  senior  subordinated  notes  mature  in  2008  and  require
semi-annual  interest  payments at an annual  rate of 10 1/8%.  The term A and B
loans mature in 2004 and 2005,  respectively,  and require  quarterly  principal
payments  and  quarterly  interest  payments  at  floating  rates based upon the
interest  rate option  elected by the Company.  The  revolving  credit  facility
expires at May 2004, and requires  quarterly interest payments at floating rates
based upon the interest  rate option  elected by the Company.  Borrowings  under
Tranche C loan mature on December 31, 2002, and are guaranteed by Vestar Capital
Partners III,  L.P.  ("Vestar").  Cash paid for interest for the quarter  ending
September 29, 2001, was $1.7 million.  Interest  expense for 2001 is expected to
be $22.9 million,  including $1.8 million of non-cash  amortization  of deferred
debt issuance costs.

<page>

Covenant Restrictions

     The Senior Credit Facility contains a number of covenants that, among other
things,  restricts the ability of the Company and its  subsidiaries,  other than
pursuant  to  specified  exceptions,  to  dispose of  assets,  incur  additional
indebtedness,   incur  guarantee  obligations,  repay  other  indebtedness,  pay
dividends, create liens on assets, enter into leases, make investments, loans or
advances, make acquisitions,  engage in mergers or consolidations,  make capital
expenditures,  enter into sale and leaseback transactions,  change the nature of
their  business  or  engage  in  certain   transactions  with  subsidiaries  and
affiliates and otherwise restrict corporate activities.  In addition,  under the
Senior  Credit  Facility  the  Company  is  required  to comply  with  specified
financial ratios,  including minimum fixed charge coverage and interest coverage
ratios and maximum  leverage  ratios,  including a senior  leverage  ratio and a
total leverage ratio,  each of which is tested as of the last day of each fiscal
quarter.  Commencing  with the quarter  ending  December 31, 2001,  and for each
fiscal quarter  thereafter  throughout the term of the Senior Credit  Agreement,
the  Company  and its  subsidiaries  will be  required  to comply with a minimum
EBITDA test for the 12 month period ending on such date.  The  amendments in May
1998, December 1998, March 1999, September 1999, March 2000, June 2000 and March
2001 revised the original  covenants.  As of September 29, 2001, the Company was
in compliance with the debt covenants, as amended.

Cash Flows

     Cash and  cash  equivalents  increased  $3.8  million  to $5.1  million  at
September  29, 2001,  from $1.3  million at December  31,  2000,  primarily as a
result of $12.0 million and $7.5 million  provided by financing and discontinued
operations activities, respectively, offset by $12.7 million and $3.0 million in
net cash used in operating and investing activities.  Net cash used in operating
activities  resulted  from the  Company's  $6.5 million net loss offset by $13.0
million in non-cash  depreciation,  amortization and impairment loss on disposal
of assets, plus a decrease in operating assets and liabilities of $19.2 million.
Net cash provided by financing activities resulted primarily from net borrowings
under the Company's line of credit agreement of $15.9 million offset by payments
on long-term  debt of $3.9 million.  The $7.5 million  provided by  discontinued
operations  resulted primarily from the collection of accounts  receivable.  Net
cash used in investing activities is a result of capital expenditures.

Capital Expenditures

     Capital  spending for the period ended September 29, 2001, was $3.1 million
and related  primarily to general  improvements  to the Company's  manufacturing
facilities.  Total capital  spending for 2001 is expected to be $5.0 million and
also relates  primarily to general  improvements to the Company's  manufacturing
facilities.

Financing Sources and Cash Flows

     At September 29, 2001,  the Company had $5.1 million in cash and additional
availability  of $13.5 million under the revolving  credit  facility  (including
$1.8 million of availability under the Tranche C loan), after  consideration of
$1.2 million of stand-by letters of credit.

     The Company has a substantial amount of indebtedness. The Company relies on
internally generated funds and, to the extent necessary, on borrowings under the
revolving credit facility to meet its liquidity needs. The Company's  ability to
incur   additional   indebtedness  is  limited  under  its  existing   borrowing
arrangements.

     The Company believes that cash on hand, together with cash flow anticipated
to be generated from  operations,  short-term  borrowings  for seasonal  working
capital,  and  permitted  borrowings  under the senior  credit  facility will be
sufficient to enable the company to satisfy  anticipated  cash  requirements for
operating,  investing and financing activities,  including debt service, for the
next twelve months.

Seasonality

     The  industries in which the Company  operates are  cyclical.  Purchases of
apparel  tend to decline  during  recessionary  periods  and also may decline at
other  times.  A recession  in the general  economy or  uncertainties  regarding
future economic prospects could affect  consumer-spending  habits and could have
an  adverse  effect on the  Company's  results  of  operations.  Weak  sales and
resulting  markdown  requests from customers could also have a material  adverse
effect on the Company's business, results of operations and financial condition.

     The Company's business is seasonal, with higher sales and income during its
third and fourth  quarters.  The third and  fourth  quarters  coincide  with the
Company's two peak retail  selling  seasons:  (i) the first season runs from the
start of the  back-to-school  and fall selling seasons,  beginning in August and
continuing through September;  and (ii) the second season runs from the start of
the Christmas selling season beginning with the weekend  following  Thanksgiving
and continuing through the week after Christmas.

Subsequent Events

     On October 30, 2001, the Company announced restructuring plans for the Sock
Group to optimize plant capacity and maximize  supply chain  opportunities.  The
Company will  phase-out  production  from its Bally,  Pennsylvania  facility and
relocate  its  knitting  and  finishing  operations  to other  company-owned  or
contract facilities.  Effective December 31, 2001, Bally's finishing operations,
which  represent  approximately  10 percent  of total  company  volume,  will be
absorbed  into  available  contract  finishing  capacity  in  Mexico.  Effective
September 28, 2002, Bally's knitting production,  which represents approximately
20 percent of total company volume,  will be moved to the company's  Burlington,
North Carolina facility. This plan will provide a reduced cost structure that is
competitive within the global market. Total company sales volume will not change
as a result of these actions.

Cautionary Statement Regarding Forward-Looking Statements

     The  Quarterly  Report  on Form  10-Q  contains  certain  statements  which
describe the Company's  beliefs  concerning  future business  conditions and the
outlook for the Company based on currently available information.  The preceding
Management's  Discussion  and  Analysis  contains   forward-looking   statements
regarding the Company's  performance,  liquidity and the adequacy of its capital
resources.  These forward-looking statements are subject to risks, uncertainties
and other factors,  which could cause the Company's actual results,  performance
or achievement to differ materially from those expressed in, or implied by these
statements.  These risks,  uncertainties and other factors include,  but are not
limited to, the following: (i) the financial strength of the retail industry and
the level of  consumer  spending  for  apparel,  (ii) the  Company's  ability to
develop,  market and sell its products,  (iii) increased  competition from other
manufacturers  of socks,  (iv)  general  economic  conditions,  (v)  hiring  and
retaining  effective team members,  and (vi) sourcing  merchandise from domestic
and international vendors.  Therefore, while management believes that there is a
reasonable basis for the forward-looking  statements,  undue reliance should not
be placed on those statements.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

     The Company has market risk  exposure  from  changes in interest  rates and
foreign  currency  exchange  rates.  The Company  operates under a senior credit
facility at variable  interest rates,  primarily LIBOR and base rates.  Interest
expense is primarily affected by the general level of U.S. interest rates, LIBOR
and base rates.  Currently,  the Company does not engage in any derivative  type
instruments  in order to hedge  against  interest  rates  and  foreign  currency
exchange  rate  fluctuations.  However,  the Company  feels it is limited in its
exposure  of  foreign  currency  exchange  rate  changes as  inventory  purchase
contracts are denominated in US Dollars.

     The Company  evaluated  its market risks  (floating  interest  rate,  fixed
interest  rate and currency  risks) at the fiscal year ended  December 31, 2000,
which is disclosed in the Company's  annual report filed on Form 10-K. There has
not been  any  material  change  (adverse  or  favorable)  in the  risk  factors
identified since the evaluation performed by the Company at December 31, 2000.

<page>



                           Part II - OTHER INFORMATION

Item 1.     Legal Proceedings

     From time to time,  the Company is involved  in various  legal  proceedings
arising from the ordinary  course of its business  operations,  such as personal
injury claims, employment matters and contractual disputes. The Company believes
that its potential  liability with respect to proceedings  currently  pending is
not material in the aggregate to the Company's  consolidated  financial position
or results of operations.

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

There were no matters submitted to a vote of security holders during the quarter
ended September 29, 2001.

Item 6.  Exhibits and Reports on Form 8-K

(a)          (1)      Financial Statements

                      Included in Part I, Item 1

             (2)      List of Exhibits

(b)      No report was filed on Form 8-K during the period ended September 29,
         2001.

(c)      Exhibits: See (a)(3) above for a listing of the exhibits included as
         part of this report.

(d)      Financial Statement Schedules: See (a)(1) and (a)(2) above for a
         listing of the financial statements and schedules submitted as part of
         this report.


EXHIBIT
   NO.                         DESCRIPTION OF EXHIBIT
--------------------------------------------------------------------------------
2.1  Third Amended plan of  Reorganization  of Cluett  American Corp. and Cluett
     American Investment Corp.  (incorporated by reference to Exhibit 2.1 to the
     Company's  Registration Statement on Form S-4 (Reg. No. 333-58059) filed on
     June 30, 1998).

2.2  Subscription   Agreement  dated  as  of  March  30,  1998  among  Bidermann
     Industries  U.S.A.,  Inc.,  Vestar Capital Partners III, L.P. and Alvarez &
     Marsal,  Inc.  (incorporated  by reference to Exhibit 2.2 to the  Company's
     Registration  Statement on Form S-4 (Reg. No.  333-58059) filed on June 30,
     1998).

2.3  Stockholders'  Agreement  dated as of May 18,  1998 among  Cluett  American
     Investment  Corp.,  Vestar  Capital  Partners  III,  L.P.,  A&M  Investment
     Associates #7, LLC, the  Co-Investors  named therein,  the Original  Equity
     Holders  named  therein  and  the   Management   Investors   named  therein
     (incorporated  by  reference to Exhibit 2.3 to the  Company's  Registration
     Statement on Form S-4 (Reg. No. 333-58059) filed on June 30, 1998).

2.4  Joinder  Agreement  dated  as  of  June  30,  1998  among  Cluett  American
     Investment  Corp.,  Vestar  Capital  Partners  III,  L.P.  and  each  other
     signatory thereto (an "Additional Stockholder")  (incorporated by reference
     to Exhibit 2.4 to the  Company's  Registration  Statement on Form S-4 (Reg.
     No. 333-58059) filed on June 30, 1998).

3.1  Restated   Certificate   of   Incorporation   of  Cluett   American   Corp.
     (incorporated  by  reference to Exhibit 3.1 to the  Company's  Registration
     Statement on Form S-4 (Reg. No. 333-58059) filed on June 30, 1998).

3.2  Bylaws of Cluett American Corp.  (incorporated  by reference to Exhibit 3.2
     to the Company's  Registration  Statement on Form S-4 (Reg. No.  333-58059)
     filed on June 30, 1998).

4.1  Indenture  between  Cluett  American  Corp.  and The Bank of New  York,  as
     Trustee  (incorporated  by  reference  to  Exhibit  4.1  to  the  Company's
     Registration  Statement on Form S-4 (Reg. No.  333-58059) filed on June 30,
     1998).

4.2  Exchange Debenture  Indenture between Cluett American Corp. and The Bank of
     New York,  as Trustee  (incorporated  by  reference  to Exhibit  4.2 to the
     Company's  Registration Statement on Form S-4 (Reg. No. 333-58059) filed on
     June 30, 1998).

4.3  Certificate of  Designations  of the 121/2% Senior  Exchangeable  Preferred
     Stock Due 2010  (incorporated  by reference to Exhibit 4.3 to the Company's
     Registration  Statement on Form S-4 (Reg. No.  333-58059) filed on June 30,
     1998).

4.4  Form of 10  1/8%  Senior  Subordinated  Notes  Due  2008  (incorporated  by
     reference to Exhibit 4.4 to the  Company's  Registration  Statement on Form
     S-4 (Reg. No. 333-58059) filed on June 30, 1998).

4.5  Form of 10 1/8% Series B Senior  Subordinated  Notes Due 2008 (incorporated
     by reference to Exhibit 4.5 to the Company's Registration Statement on Form
     S-4 (Reg. No. 333-58059) filed on June 30, 1998).

4.6  Form of 12 1/2% Senior Exchangeable  Preferred Stock Due 2010 (incorporated
     by reference to Exhibit 4.6 to the Company's Registration Statement on Form
     S-4 (Reg. No. 333-58059) filed on June 30, 1998).

4.7  Form of 12 1/2%  Series  B Senior  Exchangeable  Preferred  Stock  Due 2010
     (incorporated  by  reference to Exhibit 4.7 to the  Company's  Registration
     Statement on Form S-4 (Reg. No. 333-58059) filed on June 30, 1998).

4.8  Note Registration Rights Agreement dated May 18, 1998 among Cluett American
     Corp.,  NationsBanc  Montgomery  Securities LLC and NatWest Capital Markets
     Limited  (incorporated  by  reference  to  Exhibit  4.8  to  the  Company's
     Registration  Statement on Form S-4 (Reg. No.  333-58059) filed on June 30,
     1998).

4.9  Preferred  Stock  Registration  Rights  Agreement  dated May 18, 1998 among
     Cluett American Corp.,  NationsBanc  Montgomery  Securities LLC and NatWest
     Capital  Markets Limited  (incorporated  by reference to Exhibit 4.9 to the
     Company's  Registration Statement on Form S-4 (Reg. No. 333-58059) filed on
     June 30, 1998).

10.1 $160,000,000  Credit  Agreement  dated  as of May  18,  1998  among  Cluett
     American Corp., as the Borrower, NationsBank, N.A., as Administrative Agent
     and Collateral Agent,  NationsBanc  Montgomery  Securities LLC, as Arranger
     and Syndication  Agent,  and lenders  (incorporated by reference to Exhibit
     10.1  to the  Company's  Registration  Statement  on  Form  S-4  (Reg.  No.
     333-58059) filed on June 30, 1998).

10.2 First Amendment to the Credit  Agreement and Assignment  dated May 27, 1998
     by and among Cluett  American  Corp.,  Cluett  American  Investment  Corp.,
     Cluett American Group, Inc. and certain subsidiaries, the Existing Lenders,
     New Lenders,  and agents  (incorporated by reference to Exhibit 10.2 to the
     Company's  Registration Statement on Form S-4 (Reg. No. 333-58059) filed on
     June 30, 1998).

10.2.1 Second Amendment to the Credit Agreement and Assignment dated as December
     18, 1998 by and among Cluett  American Corp.,  Cluett  American  Investment
     Corp., Cluett American Group, Inc. and certain  subsidiaries,  the Existing
     Lenders,  New  Lenders,  and agents  (incorporated  by reference to Exhibit
     10.2.1 to the  Company's  Annual Report on Form 10-K (Reg.  No.  333-58059)
     filed on March 29, 1999).

10.2.2 Third Amendment to the Credit  Agreement and Assignment dated as of March
     19, 1999 by and among Cluett  American Corp.,  Cluett  American  Investment
     Corp., Cluett American Group, Inc. and certain  subsidiaries,  the Existing
     Lenders,  New  Lenders,  and agents  (incorporated  by reference to Exhibit
     10.2.2 to the  Company's  Annual Report on Form 10-K (Reg.  No.  333-58059)
     filed on March 29, 1999).

10.2.3 Waiver to the Credit  Agreement and Assignment dated July 28, 1999 by and
     among Cluett  American  Corp.,  Cluett American  Investment  Corp.,  Cluett
     American Group, Inc. and certain  subsidiaries,  the Existing Lenders,  New
     Lenders,  and agents  (incorporated  by reference to Exhibit  10.2.3 to the
     Company's Annual Report on Form 10-K (Reg No. 333-58059) filed on March 29,
     1999).

10.2.4 Fourth  Amendment to the Credit  Agreement and Assignment dated September
     30, 1999 by and among Cluett  American Corp.,  Cluett  American  Investment
     Corp., Cluett American Group, Inc. and certain  subsidiaries,  the Existing
     Lender, New Lender, and agents (incorporated by reference to Exhibit 10.2.4
     to the Company's Quarterly Report on Form 10-Q (Reg No. 333-58059) filed on
     November 16, 1999).

10.2.5 Investment and Deposit Agreement between Vestar Capital Partners and Bank
     of America dated September 30, 1999  (incorporated  by reference to Exhibit
     10.2.5 to the Company's  Quarterly Report on Form 10-Q (Reg No.  333-58059)
     filed on November 16, 1999).

10.2.6 $3.0 million Credit  Agreement  dated as of November 9, 1999 among Cluett
     American  Corp, as the borrower,  Bank of America,  N.A. and Vestar Capital
     Partners  III,  L.P.,  as guarantor  (incorporated  by reference to Exhibit
     10.2.6 to the Company's  Quarterly Report on Form 10-Q (Reg No.  333-58059)
     filed on November 16, 1999).

10.2.7 $7.5 million Amended and Restated  Credit  Agreement dated as of February
     17, 2000,  among Cluett  American  Corp, as the borrower,  Bank of America,
     N.A. and Vestar Capital  Partners III, L.P., as guarantor  (incorporated by
     reference to Exhibit  10.2.7 to the  Company's  Annual  Report on Form 10-K
     (Reg No. 333-58059) filed on March 30, 2000).

10.2.8 Fifth  Amendment to Credit  Agreement  and Waiver dated March 29, 2000 by
     and among Cluett American Corp.,  Cluett American  Investment Corp., Cluett
     American Group,  Inc. and certain  subsidiaries,  the Existing Lender,  New
     Lender,  and agents  (incorporated  by reference  to Exhibit  10.2.8 to the
     Company's Annual Report on Form 10-K (Reg No. 333-58059) filed on March 30,
     2000).

<page>

10.2.9 Amended and Restated  Investment  and Deposit  Agreement  between  Vestar
     Capital  Partners  III,  L.P.  and Bank of  America  dated  March 29,  2000
     (incorporated by reference to Exhibit 10.2.8 to the Company's Annual Report
     on Form 10-K (Reg No. 333-58059) filed on March 30, 2000).

10.2.9.1 Sixth  Amendment to Credit  Agreement and Waiver dated June 30, 2000 by
     and among Cluett American Corp.,  Cluett American  Investment Corp., Cluett
     American Group,  Inc. and certain  subsidiaries,  the Existing Lender,  New
     Lender,  and agent  (incorporated  by reference to Exhibit  10.2.9.1 to the
     Company's Quarterly Report on Form 10-Q (Reg No. 333-58059) filed on August
     14, 2000).

10.2.9.2 Seventh  Amendment to Credit  Agreement and Waiver dated March 22, 2001
     by and among Cluett  American  Corp.,  Cluett  American  Investment  Corp.,
     Cluett American Group, Inc. and certain subsidiaries,  the Existing Lender,
     Agents and  Documentation  Agents  (incorporated  by  reference  to Exhibit
     10.2.9.2 to the Company's  Annual  Report on Form 10-K (Reg No.  333-58059)
     filed on March 29, 2001).

10.3 Security  Agreement dated as of May 18, 1998 made by Cluett American Corp.,
     Cluett American  Investment Corp.,  Cluett American Group, Inc. and certain
     Subsidiaries of Cluett American  Investment  Corp. in favor of NationsBank,
     N.A. as agent  (incorporated  by reference to Exhibit 10.3 to the Company's
     Registration  Statement on Form S-4 (Reg. No.  333-58059) filed on June 30,
     1998).

10.4 Pledge  Agreement  dated as of May 18, 1998 made by Cluett  American Corp.,
     Cluett American  Investment Corp.,  Cluett American Group, Inc. and certain
     Subsidiaries of Cluett American  Investment  Corp. in favor of NationsBank,
     N.A., as agent  (incorporated by reference to Exhibit 10.4 to the Company's
     Registration  Statement on Form S-4 (Reg. No.  333-58059) filed on June 30,
     1998).

10.5 Joinder  Agreement  dated  as of May  18,  1998  by and  between  Bidermann
     Tailored  Clothing,  Inc., and NationsBank,  N.A., in its capacity as Agent
     under that certain Credit Agreement dated as of May 18, 1998  (incorporated
     by  reference to Exhibit 10.5 to the  Company's  Registration  Statement on
     Form S-4/A (Reg. No. 333-58059) filed on September 3, 1998).

10.6 CDN  $15,000,000  Loan Agreement dated as of August 8, 1997 between Cluett,
     Peabody Canada Inc., as the Borrower,  and Congress  Financial  Corporation
     (Canada),  as Lender  (incorporated  by  reference  to Exhibit  10.6 to the
     Company's  Registration Statement on Form S-4 (Reg. No. 333-58059) filed on
     June 30, 1998).

+10.7Employment  Agreement  dated  March 7, 1997 by and between  Great  American
     Knitting Mills,  Inc. and James A. Williams  (incorporated  by reference to
     Exhibit 10.7 to the  Company's  Registration  Statement on Form S-4/A (Reg.
     No. 333-58059) filed on September 3, 1998).

+10.8Severance  Agreement  dated as of  August 8,  1997 by and  between  Cluett,
     Peabody & Co., Inc. and Phil Molinari (incorporated by reference to Exhibit
     10.8 to the  Company's  Registration  Statement  on Form  S-4/A  (Reg.  No.
     333-58059) filed on September 3, 1998).

+10.9Severance  Agreement  dated as of May 5, 1997 by and between Great American
     Knitting  Mills,  Inc.  and William  Sheely  (incorporated  by reference to
     Exhibit 10.9 to the  Company's  Registration  Statement on Form S-4/A (Reg.
     No. 333-58059) filed on September 3, 1998).

+10.10 Severance Agreement dated as of May 5, 1997 by and between Great American
     Knitting Mills, Inc. and Kathy Wilson (incorporated by reference to Exhibit
     10.10 to the  Company's  Registration  Statement  on Form S-4/A  (Reg.  No.
     333-58059) filed on September 3, 1998).

+10.11 Advisory  Agreement dated May 18, 1998 among Cluett  American  Investment
     Corp.,  Cluett American Corp. and Vestar Capital Partners  (incorporated by
     reference to Exhibit 10.11 to the Company's  Registration Statement on Form
     S-4/A (Reg. No. 333-58059) filed on September 3, 1998).

10.12Secured  Promissory  Note  dated  May  18,  1998  made  by  A&M  Investment
     Associates  #7,  LLC  in  favor  of  Cluett   American   Investment   Corp.
     (incorporated  by reference to Exhibit 10.12 to the Company's  Registration
     Statement on Form S-4/A (Reg. No. 333-58059) filed on September 3, 1998).

10.13Form of Secured  Promissory Note made by the Management  Investors in favor
     of Cluett American  Investment Corp.  (incorporated by reference to Exhibit
     10.13 to the  Company's  Registration  Statement  on Form S-4/A  (Reg.  No.
     333-58059) filed on September 3, 1998).

+10.14 Severance  Agreement  dated as of August 8, 1997 by and  between  Cluett,
     Peabody & Co.,  Inc.  and Robert  Riesbeck  (incorporated  by  reference to
     Exhibit 10.14 to the Company's  Registration  Statement on Form S-4/A (Reg.
     No. 333-58059) filed on October 15, 1998).

10.16Limited Liability Company  Agreement of Cluett American  Receivables,  LLC,
     entered  into by Great  American  Knitting  Mills,  Inc. as the sole equity
     member  and  Dwight   Jenkins  and  Lori  Rezza  as  the  special   members
     (incorporate  by  reference  to Exhibit  10.16 to the  Company's  Quarterly
     Report of Form 10-Q (Reg No. 333.58059) filed on May 16, 2000).
<page>

10.16.1 Receivable  Transfer Agreement dated May 12, 2000 between Great American
     Knitting Mills, Inc. and Cluett American  Receivables,  LLC (incorporate by
     reference to Exhibit 10.16.1 to the Company's Quarterly Report on Form 10-Q
     (Reg No. 333-58059) filed on May 16, 2000).

10.16.2  Receivable  Purchase  Agreement  entered into between  Cluett  American
     Receivable,  LLC and Banc of America  Commercial  Corp.  dated May 12, 2000
     (incorporate  by reference to Exhibit  10.16.2 to the  Company's  Quarterly
     Report on Form 10-Q (Reg No. 333-58059) filed on May 16, 2000).

10.16.3  Partial  Release  Agreement  dated May 12,  2000,  by and among Bank of
     America,  N.A. f/k/a/ Nationsbank,  N.A. as agent for the Lenders under the
     Credit  Agreement,  Great American Knitting Mills, Inc. and Cluett American
     Corp.  (incorporate  by  reference  to  Exhibit  10.16.3  to the  Company's
     Quarterly Report on Form 10-Q (Reg No. 333-58059) filed on May 16, 2000).

10.16.4 Guarantee  Agreement  dated May 12, 2000 made by Cluett  American  Corp.
     (incorporate  by reference to Exhibit  10.16.4 to the  Company's  Quarterly
     Report on Form 10-Q (Reg No. 333-58059) filed on May 16, 2000).

10.16.5 Repurchase  Agreement dated May 12, 2000 made by Vestar Capital Partners
     III, L.P. in favor of Banc of America Commercial  Corporation  (incorporate
     by reference to Exhibit 10.16.5 to the Company's  Quarterly  Report on Form
     10-Q (Reg No. 333-58059) filed on May 16, 2000).

16.1 Letter from Ernst & Young LLP, former Certifying Accountants  (incorporated
     by reference to Exhibit 16.1 to the Company's  Current Report filed on Form
     8-K (Reg. No. 333-58059) filed on January 10, 2000).

21   List of  Subsidiaries  (incorporated  by  reference  to Exhibit 10.6 to the
     Company's  Registration Statement on Form S-4 (Reg. No. 333-58059) filed on
     June 30, 1998).

24   Powers  of  Attorney  (included  on  pages  II-5--II-11)  (incorporated  by
     reference to Exhibit 24 to the Company's Registration Statement on Form S-4
     (Reg. No. 333-58059) filed on June 30, 1998).

99.1 Form of Note Letter of  Transmittal  (incorporated  by reference to Exhibit
     99.1  to the  Company's  Registration  Statement  on  Form  S-4  (Reg.  No.
     333-58059) filed on June 30, 1998).

99.2 Form of Preferred Stock Letter of Transmittal (incorporated by reference to
     Exhibit 99.2 to the Company's  Registration Statement on Form S-4 (Reg. No.
     333-58059) filed on June 30, 1998).

99.3 Form of Note Notice of Guaranteed  Delivery  (incorporated  by reference to
     Exhibit 99.3 to the Company's  Registration Statement on Form S-4 (Reg. No.
     333-58059) filed on June 30, 1998).

99.4 Form of Preferred  Stock Notice of  Guaranteed  Delivery  (incorporated  by
     reference to Exhibit 99.4 to the Company's  Registration  Statement on Form
     S-4 (Reg. No. 333-58059) filed on June 30, 1998).

        +    This is a management contract or compensatory plan or arrangement

<page>







                                   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.



                                                    CLUETT AMERICAN CORP.
                                                        (Registrant)


November 9, 2001                                /s/ Bryan P. Marsal



                                                --------------------------------
                                                Bryan P. Marsal
                                                Director and Chief Executive
                                                Officer


November 9, 2001                                /s/ Kathy D. Wilson


                                                --------------------------------
                                                Kathy D. Wilson
                                                Vice President and Chief
                                                Financial and Accounting Officer



                                EXHIBIT INDEX

None