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 June 29, 2002

                                       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 PRECEDING 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 June 29, 2002.  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                                           3

Consolidated Balance Sheets as of June 29, 2002 and December 31, 2001      F-1

Consolidated Statements of Operations for the thirteen and
twenty-six weeks ended June 29,2002 and June 30, 2001                      F-2

Consolidated Statements of Cash Flows for the twenty-six weeks ended
June 29, 2002 and June 30, 2001                                            F-3

Notes to Consolidated Financial Statements                                 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.       12





                  PART II - OTHER INFORMATION



Item 1.   Legal Proceedings                                                13

Item 4.   Submission of Matters to a Vote of Security Holders              13

Item 6.   Exhibits and Reports on Form 8-K                                 13


SIGNATURES                                                                 18

CERTIFICATIONS                                                             19

<PAGE>


                        REPORT OF INDEPENDENT ACCOUNTANTS


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

We have reviewed the accompanying  consolidated balance sheet of Cluett American
Corp. and  subsidiaries  (the  "Company"),  a wholly owned  subsidiary of Cluett
American  Investment  Corp.,  as of June 29, 2002, and the related  consolidated
statements of  operations  and cash flows for the thirteen and  twenty-six  week
periods ended June 29, 2002 and June 30, 2001.  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 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, 2001,  and the related  consolidated  statements  of
operations,  stockholders'  deficit  and cash flows for the year then ended (not
presented  herein);  and in our report  dated April 12,  2002,  we  expressed an
unqualified opinion on those consolidated financial statements.  In our opinion,
the information set forth in the accompanying  consolidated  balance sheet as of
December 31, 2001, 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
August 1, 2002


                                       3
<PAGE>









<TABLE>
<CAPTION>
                     Cluett American Corp. and Subsidiaries
                           Consolidated Balance Sheets
                  (Dollars In Thousands, except per share data)

                                                                                 June 29,    December 31,
                                                                                   2002          2001
                                                                               (Unaudited)     (Note 1)
                                                                               -----------     --------
ASSETS
Current assets:
<S>                                                                             <C>          <C>
  Cash and cash equivalents ...............................................     $   2,485      $  1,299
  Accounts receivable, net ................................................        26,472        29,084
  Inventories, net ........................................................        45,018        34,248
  Prepaid expenses and other current assets ...............................         1,917         1,723
  Net assets of discontinued operations ...................................         7,789         7,556
                                                                                    -----         -----
Total current assets ......................................................        83,681        73,910

Property, plant and equipment, net ........................................        21,828        22,898
Pension assets ............................................................        27,453        27,203
Investment in affiliates ..................................................         4,970           100
Deferred financing fees ...................................................         8,186         8,307
Other non-current assets ..................................................           844           844
                                                                                      ---           ---
Total assets ..............................................................     $ 146,962     $ 133,262
                                                                                =========     =========

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
  Accounts payable and accrued expenses ...................................     $  21,734     $  14,011
  Accrued interest payable ................................................         6,827         6,031
  Restructuring and obligations related to discontinued operations.........         3,035         3,914
  Short-term debt and current portion of long-term debt ...................        11,514         8,036
  Income taxes payable ....................................................         1,762         1,582
                                                                                    -----         -----
 Total current liabilities ................................................        44,872        33,574

Long-term debt ............................................................       227,537       225,994
Redeemable preferred stock dividends payable ..............................           859           809
Other non-current liabilities .............................................            32            59

Senior Exchangeable Preferred Stock Due 2010, cumulative, $.01
 par value: authorized 4,950,000, issued and outstanding 811,293 shares
 (liquidation preference of $81,129) ......................................        79,950        75,096

Stockholders' deficit:
  Common stock, $1 par value: authorized, issued and outstanding 1,000
   shares .................................................................             1             1
  Additional paid-in capital ..............................................       113,259       118,162
  Accumulated deficit .....................................................      (319,536)     (320,433)
  Accumulated other comprehensive loss ....................................           (12)           --
                                                                                     ----            --
Total stockholders' deficit ...............................................      (206,288)     (202,270)
                                                                                 --------      --------

Total liabilities and stockholders' deficit ...............................     $ 146,962    $  133,262
                                                                                =========    ==========
</TABLE>


                             See accompanying notes.

                                     F - 1
<PAGE>






<TABLE>
<CAPTION>
                                               Cluett American Corp. and Subsidiaries
                                          Consolidated Statements of Operations (Unaudited)
                                                       (Dollars In Thousands)


                                                                   Thirteen weeks ended       Twenty-six weeks ended
                                                                    June 29,     June 30,       June 29,   June 30,
                                                                      2002         2001           2002       2001
                                                                      ----         ----           ----       ----

<S>                                                                 <C>         <C>             <C>         <C>
Net sales                                                           $43,660     $ 44,473        $85,533     $88,840
Cost of goods sold                                                   29,688       27,628         55,930      56,172
                                                                     ------       ------         ------      ------
Gross profit                                                         13,972       16,845         29,603      32,668
Selling, general and administrative expenses                         10,212        8,403         20,284      17,974
                                                                     ------        -----         ------      ------
Operating income from continuing operations                           3,760        8,442          9,319      14,694
Restructuring expense                                                     9           --              9          --
Interest expense, net                                                 5,160        5,708         10,183      11,827
Equity earnings in investments in joint ventures                        404           --            430          --
                                                                        ---          ---            ---         ---
Income(loss)from continuing operations before
  provision for income taxes and extraordinary gain                  (1,005)       2,734           (443)      2,867

Provision for income taxes                                              253          373            500         733
                                                                        ---          ---            ---         ---
Income(loss) from continuing operations before
  extraordinary gain                                                 (1,258)       2,361           (943)      2,134
Extraordinary gain, net of taxes                                         --           --          1,840          --
                                                                      -----          ---          -----         ---
Income (loss) from continuing operations                             (1,258)       2,361            897       2,134

Discontinued operations:
     Loss from discontinued segment                                      --       (8,994)            --     (10,201)
                                                                        ---       ------            ---     -------
Net income (loss)                                                   $(1,258)    $ (6,633)       $   897    $ (8,067)
                                                                    =======     ========        =======    ========

</TABLE>


                              See accompanying notes.

                                     F - 2
<PAGE>







<TABLE>
<CAPTION>
                     Cluett American Corp. and Subsidiaries
                Consolidated Statements of Cash Flows (Unaudited)
                             (Dollars In Thousands)

                                                                    Twenty-six weeks ended
                                                                     June 29,      June 30,
                                                                       2002          2001
                                                                       ----          ----
Operating activities

<S>                                                                   <C>         <C>
Net income(loss) ..................................................   $    897    $ (8,067)
Adjustments to reconcile net income(loss) to net cash and cash
   equivalents used in operating activities:
   Earnings of equity investees ...................................       (430)         --
   Extraordinary gain of equity investee ..........................     (1,840)         --
   Depreciation ...................................................      3,133       3,146
   Deferred finance amortization ..................................        925         896
   Loss on sale of property, plant and equipment ..................          6          --
   Write-down related to discontinued operations ..................         --       8,232

Changes in operating assets and liabilities:
   Accounts receivable ............................................      2,612       3,550
   Inventories ....................................................    (10,770)    (16,326)
   Prepaid expenses and other current assets ......................       (194)       (660)
   Pension and other non-current assets ...........................       (250)     (1,605)
   Accounts payable and accrued expenses ..........................      7,725       2,742
   Interest payable ...............................................        796          62
   Restructuring and obligations related to discontinued operations       (879)     (2,788)
   Income taxes payable ...........................................        180          50
   Other liabilities ..............................................        (27)        306
   Effect of changes in foreign currency ..........................        (12)       (228)
                                                                           ---        ----
 Net cash and cash equivalents provided by (used in) operating
   activities .....................................................      1,872     (10,690)

Investing activities
Purchase of property, plant and equipment .........................     (2,069)     (1,433)
Investment in joint venture .......................................     (2,600)         --
                                                                        ------       -----
Net cash and cash equivalents used in investing activities ........     (4,669)     (1,433)

Financing activities
Net borrowings under line-of-credit agreement .....................      8,500      11,000
Principal payments on long-term debt ..............................     (3,480)     (2,178)
Deferred financing activity .......................................       (804)       (137)
                                                                          ----       -----
Net cash and cash equivalents provided by financing activities ....      4,216       8,685

Cash (used by) provided by discontinued operations ................       (233)      3,179
                                                                          ----       -----
Net change in cash and cash equivalents ...........................      1,186        (259)
Cash and cash equivalents at beginning of period ..................      1,299       1,268
                                                                         -----       -----
Cash and cash equivalents at end of period ........................   $  2,485    $  1,009
                                                                      ========    ========
</TABLE>


                             See accompanying notes.

                                     F - 3
<PAGE>






                     Cluett American Corp. and Subsidiaries

             Notes to Consolidated Financial Statements (Unaudited)

1. Basis of Presentation

    The  accompanying  unaudited  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  twenty-six  week periods ended June 29, 2002,  are
not necessarily indicative of the operating results that may be expected for the
year ending December 31, 2002.

    The Balance  Sheet at December 31,  2001,  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,  2001,  filed with the  Securities  and
Exchange Commission on April 16, 2002.

    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
June 29, 2002 and June 30, 2001, respectively.

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

2. Joint Venture

     On January 7, 2002, the Company entered into a joint venture agreement with
Administradora  Gaco, S.A. de C.V. and Inversiones Gaco, S.A. de C.V.  investing
$2.6 million for a 50% share of outstanding  capital stock of Inversiones  Gaco,
S. A. de C. V. The  Company's  investment  in the joint venture is accounted for
under the equity  method.  The joint  venture  owns a leading  manufacturer  and
distributor of men's,  women's and  children's  socks in Mexico with the largest
Mexican brand, CANNON. By moving labor-intensive finishing operations to a lower
cost environment,  management believes it will recognize significant annual cost
savings.

   In conjunction with the investment,  and under the recently adopted Financial
Accounting Standards Board ("FASB") Statement No. 141, "Business  Combinations",
the  Company  recorded a $1.8  million  extraordinary  gain  related to negative
goodwill.  The negative goodwill reflects the equity investee's best estimate of
the purchase price  allocation of the  acquisition  of a business.  The purchase
price allocation will be finalized once the fair value of the acquired property,
plant and equipment,  as of the acquisition date, is determined;  at which time,
the extraordinary gain may be adjusted.



                                     F - 4
<PAGE>







       Notes to Consolidated Financial Statements (Unaudited) (continued)

2. Joint Venture (continued)

    Summary  financial  information of the joint venture, for which the Company
has recorded its 50% share of operating results, is as follows:

                                (Dollars In Thousands)
              Total assets               $11,312
              Total liabilities         $  2,389
              Total net income          $  4,589

    Total net  income  includes a $3.7  million  extraordinary  gain  related to
negative goodwill.

3. Recently Issued Accounting Standards Adopted or To Be Adopted

     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 principle.  Subsequently, any impairment losses
will be recognized as a component of income from operations. The Company adopted
SFAS No. 142 on January 1,  2002.  The  adoption  of SFAS No. 142 did not have a
material impact on the Company's results of operations and financial condition.

     In  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  adopted SFAS No. 144 on January 1, 2002.
The  adoption  of SFAS No. 144 did not have a material  impact on the  Company's
results of operations and financial condition.

     In November 2001, the Emerging Issues Task Force reached consensus on issue
No. 01-9,  "Accounting  for  Consideration  Given by a Vendor to a Customer or a
Reseller of the Vendor's Products ("EITF 01-9").  The consensus requires certain
payments to customers  that may have  previously  been  classified as a selling,
general and  administrative  expense to be a reduction of sales. The adoption of
EITF 01-9 on January 1, 2002,  did not have a material  impact on the  Company's
results of operations.



                                     F - 5
<PAGE>



       Notes to Consolidated Financial Statements (Unaudited) (continued)

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

     In July  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for  Costs
Associated  with Exit or Disposal  Activities  ("SFAS No. 146").  This statement
requires companies to recognize costs with exit or disposal activities when they
are  incurred  rather  than at the date of a  commitment  to an exit or disposal
plan. SFAS No. 146 is to be applied prospectively to exit or disposal activities
initiated after December 31, 2002. The Company is currently  assessing,  but has
not yet  determined  the impact of SFAS No. 146 on its  financial  position  and
results of operations.

4. 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.

     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


                                     F - 6
<PAGE>




       Notes to Consolidated Financial Statements (Unaudited) (continued)

4. Discontinued Operations (continued)

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.

     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 Company has reflected the trade assets,  trade  liabilities  and credit
facility paid off, and  operations of the shirt segment as  discontinued  in the
accompanying  consolidated  financial  statements.  The net  assets of the shirt
segment  are  classified  as  net  assets  of  discontinued  operations  in  the
accompanying  balance sheet.  As of June 29, 2002, the Company's  disposition of
the  shirt  segment  is  complete,  except  for  real  estate  held for sale and
sublease.  These  remaining net assets consist  primarily of  manufacturing  and
distribution  facilities located in Austell,  Georgia,  and Kitchener,  Ontario,
that are carried at fair value (less costs to sell).

                                     F - 7
<PAGE>










       Notes to Consolidated Financial Statements (Unaudited) (continued)

5. Inventories, Net

    Inventories from continuing operations consist of the following:

                                                         June 29,  December 31,
                                                           2002        2001
                                                           ----        ----
                                                         (Dollars In Thousands)

Finished goods .......................................   $ 34,357    $ 27,600
Work in process ......................................      5,513       2,939
Raw materials and supplies ...........................      6,291       5,313
                                                            -----       -----
                                                           46,161      35,852
Less: Allowance for obsolete and slow moving inventory     (1,143)     (1,604)
                                                           ------      ------
                                                         $ 45,018    $ 34,248
                                                         ========    ========




6. Long-Term Obligations and Financing Arrangements

   As of June 29,  2002,  the Company  had  outstanding  $239.0  million of debt
consisting of $125.0 million in Senior  Subordinated Notes (including the Parity
Notes), a Senior Credit Facility  consisting of a $18.2 million term loan ("Term
A"), a $43.1 million term loan ("Term B"), a $17.5 million  Tranche C loan,  and
$35.2 million in revolving  credit  facility  borrowings.  During the twenty-six
weeks ended June 29, 2002,  the Company had a net  increase in revolving  credit
facility  borrowings  of $8.5  million and repaid $3.5 million in term loans and
notes payable.


7. Restructuring and Obligations Related to Discontinued Operations

   The  following  table is a summary  of the  components  of the  restructuring
reserve and obligations related to discontinued operations.

                           Severance  Facility
                              Costs    Closure     Other       Total
                              -----    -------     -----       -----
                                     (Dollars In Thousands)
Balance, January 1, 2002   $   990    $ 2,163    $   761    $ 3,914
    Additions ..........        --         --         --         --
    Payments ...........      (345)      (509)       (25)      (879)
                              ----       ----        ---       ----
Balance, June 29, 2002 .   $   645    $ 1,654    $   736    $ 3,035
              === ====     =======    =======    =======    =======


                                     F - 8
<PAGE>










       Notes to Consolidated Financial Statements (Unaudited) (continued)

8. 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. Subsequent to June 13,
2000, the Company  conducted its business  through two principal  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 U.S.
Retail  division  are  referred to  collectively  as "All  Other".  Segment data
disclosures  for the thirteen and twenty-six  weeks ended June 29, 2002 and June
30, 2001, are as follows.

<TABLE>
<CAPTION>

                                                Thirteen weeks ended     Twenty-six weeks ended
                                                June 29,     June 30,     June 29,     June 30,
                                                  2002         2001         2002         2001
                                                  ----         ----         ----         ----
                                                           (Dollars In Thousands)


<S>                                           <C>          <C>          <C>          <C>
Net sales                      Sock .......   $  39,751    $  40,907    $  77,614    $  81,557
                               Licensing ..       3,174        3,072        6,528        6,290
                               All Other ..         978          595        1,801        1,090
                               Intersegment        (517)        (369)        (958)        (634)
                                                   ----         ----         ----         ----
                                              $  43,386    $  44,205    $  84,985    $  88,303
                                              =========    =========    =========    =========

Operating income (loss)
                               Sock .......   $   2,159    $   6,016    $   5,222    $   9,854
                               Licensing ..       2,140        2,264        4,441        4,626
                               All Other ..        (105)        (101)        (240)        (206)
                                                   ----         ----         ----         ----
                                              $   4,194    $   8,179    $   9,423    $  14,274
                                              =========    =========    =========    =========

Depreciation expense
                               Sock .......   $   1,416    $   1,455    $   2,833    $   2,910
                               Licensing ..          26           28           53           47
                               All Other ..         119           96          233          189
                                                    ---          ---          ---           --
                                              $   1,561    $   1,579    $   3,119    $   3,146
                                              =========    =========    =========    =========

Identifiable assets
                               Sock .......   $  97,138    $  98,110    $  97,138    $  98,110
                               Licensing ..       1,713        2,486        1,713        2,486
                               All Other ..       1,494        1,421        1,494        1,421
                                                  -----        -----        -----        -----
                                              $ 100,345    $ 102,017    $ 100,345    $ 102,017
                                              =========    =========    =========    =========
</TABLE>



                                     F - 9
<PAGE>










       Notes to Consolidated Financial Statements (Unaudited) (continued)

8. Segment Data (Continued)

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

<TABLE>
<CAPTION>

                                                       Thirteen weeks ended      Twenty-six weeks ended
                                                       June 29,     June 30,     June 29,     June 30,
                                                         2002         2001         2002         2001
                                                         ----         ----         ----         ----
                                                                   (Dollars In Thousands)
<S>                                                  <C>          <C>          <C>          <C>
Net sales
    Total net sales for reportable segments ......   $  42,925    $  43,979    $  84,142    $  87,847
    Other net sales ..............................       1,252          863        2,349        1,627
    Elimination of intersegment net sales ........        (517)        (369)        (958)        (634)
                                                          ----         ----         ----         ----
    Total consolidated net sales .................   $  43,660    $  44,473    $  85,533    $  88,840
                                                     =========    =========    =========    =========


Operating income (loss)
    Total operating income for reportable segments   $   4,299    $   8,280    $   9,663    $  14,480
    Other operating loss .........................        (105)        (101)        (240)        (206)
    Unallocated amounts:
         Corporate expense before pension income .        (559)        (337)        (354)        (780)
         Pension income ..........................         125          600          250        1,200
                                                           ---        -----          ---          ---
    Total operating income .......................   $   3,760    $   8,442    $   9,319    $  14,694
                                                     =========    =========    =========    =========

Depreciation and amortization
    Total depreciation for reportable segments ...   $   1,442    $   1,483    $   2,886    $   2,957
    Other ........................................         126           96          247          189
    Amortization .................................         475          450          925          896
                                                           ---          ---          ---          ---
    Total depreciation and amortization ..........   $   2,043    $   2,029    $   4,058    $   4,042
                                                     =========    =========    =========    =========

Identifiable assets
    Total assets for reportable segments .........   $  98,851    $ 100,596    $  98,851    $ 100,596
    Other assets .................................       1,494        1,421        1,494        1,421
    Net assets of discontinued operations ........       7,789       12,171        7,789       12,171
    Unallocated amounts:
         Deferred finance costs ..................       8,186        9,207        8,186        9,207
         Pension assets ..........................      27,453       28,745       27,453       28,745
         Other unallocated amounts ...............       3,189        1,133        3,189        1,133
                                                         -----        -----        -----        -----
    Consolidated total ...........................   $ 146,962    $ 153,273    $ 146,962    $ 153,273
                                                     =========    =========    =========    =========

</TABLE>



                                     F - 10
<PAGE>







       Notes to Consolidated Financial Statements (Unaudited) (continued)

9. 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.,  Gold Toe Brands,  Inc.,  Apparel On-Line LLC, Great
American  Knitting  Mills,  Inc.,  Consumer  Direct  Corporation and U.S. 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.


                                     F - 11
<PAGE>






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

Overview

     The Company was organized in 1982 and primarily  designs,  manufactures and
markets  socks  in the  United  States,  as well  as  licenses  its  proprietary
trademarks and trade names domestically and internationally. Based on net sales,
the  Company  believes  it is one of the leading  designers,  manufacturers  and
marketers  of men's  socks in the  United  States and has a  significant  market
presence in women's and children's socks. While the Company serves many channels
of  distribution,  its primary focus,  historically,  has been in department and
national  chain  store  retailers.  Today,  the Company  continues  to build new
distribution,  with particular focus on mass merchandisers that account for more
than half of all consumer sock purchases.  The Company believes its core product
offering,  GOLD TOE socks,  provides  classic and  contemporary  styles at price
points that  represent  exceptional  value and appeal to a broad  consumer base.
This broad appeal has successfully  been captured in brand  extensions,  AURO, a
GOLD TOE brand;  ALL PRO,  a GOLD TOE brand;  and GOLD TOE GEAR to reach an even
larger  percentage  of sock  consumers.  The Company owns  numerous  trademarks,
including GOLD TOE, SILVER TOE, ARROW and its related trade names such as DOVER,
TOURNAMENT,  LADY ARROW,  FAIRFIELD  BY ARROW and  FRIDAY'S BY CLUETT,  which it
regards as valuable assets.  Because of the high brand recognition,  the Company
is  able  to  license  the  various  trademarks  to  apparel  manufacturers  and
distributors worldwide. The Company has 39 licensees in various countries, which
market,  manufacture and sell apparel and non-apparel products bearing the ARROW
trademark in various channels of distribution.

Critical Accounting Policies

     Management's  Discussion and Analysis of Financial Condition and Results of
Operations discusses the Company's consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities  and the disclosure of contingent  assets and liabilities
at the date of the financial statements and the reported amounts of revenues and
expenses  during  the  reporting  period.  Management  bases its  estimates  and
judgments  on  historical  experience  and on  various  other  factors  that are
believed to be reasonable under the circumstances, the results of which form the
basis for making  judgments  about the carrying values of assets and liabilities
that are not readily  apparent  from other  sources.  Management  evaluates  its
estimates and  judgments on an on-going  basis.  Actual  results may differ from
these estimates under different assumptions or conditions.

     The  Company's  critical  accounting  policies  have not changed from those
disclosed in  Management's  Discussion  and Analysis of Financial  Condition and
Results of Operations in the 2001 Annual Report on Form 10-K.

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.


                                       4
<PAGE>


     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.

     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.

                                       5
<PAGE>



     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 Company has reflected the trade assets,  trade  liabilities  and credit
facility paid off, and  operations of the shirt segment as  discontinued  in the
accompanying  consolidated  financial  statements.  The net  assets of the shirt
segment  are  classified  as  net  assets  of  discontinued  operations  in  the
accompanying  balance sheet.  As of June 29, 2002, the Company's  disposition of
the  shirt  segment  is  complete,  except  for  real  estate  held for sale and
sublease.  These  remaining net assets consist  primarily of  manufacturing  and
distribution  facilities located in Austell,  Georgia,  and Kitchener,  Ontario,
that are carried at fair value (less costs to sell).

Results of Operations: Thirteen weeks ended June 29, 2002 vs. June 30, 2001

      The following table sets forth,  for the periods  indicated,  statement of
operations  data for 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, U.S.  Retail division and corporate  overhead
charges) and excludes the Company's discontinued Shirt Group operation.

                                                    Thirteen weeks ended
                                                   June 29,         June 30,
                                                    2002             2001
                                                    ----             ----
                                                    (Dollars In Thousands)

Net sales ......................................   $ 43,660    $ 44,473
Gross profit ...................................     13,972      16,845
Operating income from continuing operations ....      3,760       8,442
Interest expense, net ..........................      5,160       5,708
Equity earnings in investments in joint ventures        404          --
Income taxes ...................................        253         373
Income (loss) from continuing operations .......   $ (1,258)   $  2,361

Net sales:  For the  thirteen  weeks ended June 29,  2002,  net sales  decreased
$800,000 to $43.7 million compared to $44.5 million for the thirteen weeks ended
June 30,  2001.  Net sales of the Sock Group  declined  $1.1  million  while the
Licensing  Group's increased  $102,000 and the U.S. Retail division's  increased
$365,000.

Net sales for the Sock Group  decreased  $1.1  million to $39.8  million in 2002
from $40.9 million in 2001. A nine percent increase in Gold Toe Men's volume and
the launches of AURO, a GOLD TOE brand; ALL PRO, a GOLD TOE brand; and continued
placement  of GOLD TOE GEAR and IZOD were  offset by  planned  exits of  certain
businesses.  During the fourth  quarter 2001 and first  quarter  2002,  the Sock
Group  re-evaluated  their private label programs and decided to exit businesses
that did not meet minimum  criteria or provide a strategic  fit to their branded
business models.  For example,  following Kmart's bankruptcy filing and concerns
over the need for significant future investment in this  relationship,  the Sock
Group  decided  to  de-emphasize  and later  discontinue  the  current  business
relationship.

The Licensing Group's net sales increased  $102,000 to $3.2 million in 2002 from
$3.1 million in 2001  primarily due to increased  licensees'  revenue.  The U.S.
Retail  division's net sales  increased  $365,000 due to the opening of five new
stores, which began in March 2001.


                                       6
<PAGE>




Gross profit: For the thirteen weeks ended June 29, 2002, gross profit decreased
$2.8  million to $14.0  million  compared to the 2001  quarter.  The decline was
driven  by the  Sock  Group's  decrease  of $3.2  million  partially  offset  by
increases in the  Licensing  Group of $102,000 and the U.S.  Retail  division of
$168,000.

The Sock Group's gross profit decrease of $3.2 million was driven by the planned
exit of private label  programs,  higher  allowances,  one-time  start-up  costs
associated  with  the  launches  of  new  businesses  and  plant  inefficiencies
associated with the manufacturing restructuring plan.

As  discussed  in net  sales  above,  the Sock  Group  decided  to exit  certain
businesses,  and,  in the first half of 2002  implemented  aggressive  inventory
liquidation  plans based on those  decisions.  Costs associated with the exit of
these businesses,  including markdown allowances,  repackaging and obsolescence,
were $1.6 million.

Competition within the women's area of the department store channel continued to
intensify and competitors became increasingly aggressive on discount pricing and
retailer incentives in efforts to acquire market share. In response to increased
competition,  Gold Toe Women's  implemented new marketing programs and since the
fourth  quarter 2001 has regained  market share,  however not without  incurring
additional costs.  Retailer allowances in Gold Toe Women's exceeded those in the
same  quarter  of last  year and were the  primary  driver  of the Sock  Group's
$385,000 increase in allowances in the branded lines of business.

The Sock Group incurred  start-up costs of  approximately  $400,000,  during the
quarter,  in conjunction with the launches of AURO, a GOLD TOE brand; ALL PRO, a
GOLD TOE brand; and continued placement of GOLD TOE GEAR and IZOD.

In October 2001, the Sock Group announced  restructuring plans to optimize plant
capacity and maximize  supply chain  opportunities.  The Company is  phasing-out
production of its Bally,  Pennsylvania  facility and is relocating  its knitting
and  finishing  operations to other  company-owned  or contract  facilities.  In
conjunction with the restructuring  plan, the Sock Group incurred  approximately
$800,000  of  plant  manufacturing  inefficiencies,  driven  by  the  timing  of
quarterly production, in which second quarter production was significantly lower
than the same period last year.

The increase in the Licensing Group's revenue of $102,000 had no associated cost
of sales. The increase in the U.S. Retail  division's gross profit was driven by
the opening of four new stores since the second quarter 2001 .

Operating income from continuing  operations:  For the thirteen weeks ended June
29, 2002,  operating income from continuing  operations declined $4.6 million to
$3.8 million compared to $8.4 million for the thirteen weeks ended June 30, 2001
due to the factors  discussed  above and an  increase  in  Selling,  General and
Administrative Expenses ("SG&A") of $1.8 million. SG&A increased $687,000 in the
Sock Group,  $227,000 in the Licensing Group, $703,000 in corporate overhead and
$193,000 in the U.S. Retail division.

For the Sock Group, increases in SG&A were due to higher distribution,  royalty,
general and administrative expenses, which were partially offset by decreases in
selling and promotion expenses.

The Licensing Group's increase in SG&A was due to market research and legal fees
associated with additional trademark applications.

The increase in corporate  overhead was driven by $475,000 lower income from the
defined benefit plan and the U.S. Retail division's  increase in SG&A was due to
the opening of new stores.

Interest  expense,  net:  Interest  expense  decreased  $500,000  for the second
quarter compared to the same quarter last year, due to lower prevailing interest
rates.


                                       7
<PAGE>


Equity earnings in investments in joint  ventures:  For the thirteen weeks ended
June 29,  2002,  equity  earnings in  investments  in joint  ventures  increased
$404,000  driven by the joint  venture  agreement as discussed in Note 2 - Joint
Venture.

Income (loss) from  continuing  operations:  Income from  continuing  operations
decreased  $3.7 million to a loss of $1.3  million for the thirteen  weeks ended
June 29, 2002,  compared to income of $2.4  million in the thirteen  weeks ended
June 30, 2001, due to the factors discussed above.

Results of Operations: Twenty-six weeks ended June 29, 2002 vs. June 30, 2001

   The  following  table sets forth,  for the periods  indicated,  statement  of
operations  data for 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, U.S.  Retail division and corporate  overhead
charges) and excludes the Company's discontinued Shirt Group operation.

                                                 Twenty-six weeks ended
                                                June 29,         June 30,
                                                  2002             2001
                                                  ----             ----
                                                 (Dollars In Thousands)

Net sales ......................................   $85,533   $88,840
Gross profit ...................................    29,603    32,668
Operating income from continuing operations ....     9,319    14,694
Interest expense, net ..........................    10,183    11,827
Equity earnings in investments in joint ventures       430        --
Income taxes ...................................       500       733
Extraordinary gain, net of taxes ...............     1,840        --
Income from continuing operations ..............   $   897   $ 2,134

Net sales:  For the twenty-six  weeks ended June 29, 2002,  net sales  decreased
$3.3 million to $85.5 million compared to $88.8 million for the twenty-six weeks
ended June 30, 2001. Net sales of the Sock Group declined $3.9 million while the
Licensing  Group's increased  $238,000 and the U.S. Retail division's  increased
$672,000.

Net sales in the Sock Group decreased $3.9 million to $77.6 million in 2002 from
$81.5 million in 2001.  An eight  percent  increase in Gold Toe Men's volume and
the launches of AURO, a GOLD TOE brand; ALL PRO, a GOLD TOE brand; and continued
placement  of GOLD TOE GEAR and IZOD were  offset by  planned  exits of  certain
businesses.  During the fourth  quarter 2001 and first  quarter  2002,  the Sock
Group  re-evaluated  their private label programs and decided to exit businesses
that did not meet minimum  criteria or provide a strategic  fit to their branded
business models.  For example,  following Kmart's bankruptcy filing and concerns
over the need for significant future investment in this  relationship,  the Sock
Group  decided  to  de-emphasize  and later  discontinue  the  current  business
relationship.

During the first half of 2002,  the Sock Group  continued to experience  pricing
pressure  from  retail  price  deflation,   retailer   allowance   pressure  and
over-supply  in  the  off-price   channel  driven  by  competition   and  excess
manufacturing  capacity.  The shift from  dress/casual to  casual/athletic  also
continued.  Due to the fashion,  non-commodity  aspect of dress/casual  the Sock
Group attains higher average selling prices and gross margin on these products.


                                       8
<PAGE>

The Licensing Group's net sales increased  $238,000 to $6.5 million in 2002 from
$6.3  million in 2001  primarily  due to  increased  licensees'  revenue and the
timing of the new trademark  license agreement with Forsyth as discussed in Note
4 - Discontinued  Operations.  The U.S.  Retail  division's net sales  increased
$672,000  due to year over year  increases  in same  store  sales of 24% and the
opening of five new stores, which began in March 2001.

Gross  profit:  For the  twenty-six  weeks  ended June 29,  2002,  gross  profit
decreased $3.1 million to $29.6 million compared to 2001. The decline was driven
by the Sock Group's  decrease of $3.6 million,  partially offset by increases in
the Licensing Group of $238,000 and the U.S. Retail division of $298,000.

The Sock Group's gross profit decrease of $3.6 million was driven by the planned
exit of private label  programs,  higher  allowances,  one-time  start-up  costs
associated  with  the  launches  of  new  businesses  and  plant  inefficiencies
associated with the manufacturing restructuring plan.

As  discussed  in net  sales  above,  the Sock  Group  decided  to exit  certain
businesses,  and,  in the first half of 2002  implemented  aggressive  inventory
liquidation  plans based on those  decisions.  Costs associated with the exit of
these businesses,  including markdown allowances,  repackaging and obsolescence,
were $1.8 million.

Competition within the women's area of the department store channel continued to
intensify and competitors became increasingly aggressive on discount pricing and
retailer incentives in efforts to acquire market share. In response to increased
competition,  Gold Toe Women's  implemented new marketing programs and since the
fourth  quarter 2001 has regained  market share,  however not without  incurring
additional costs.  Retailer allowances in Gold Toe Women's exceeded those in the
prior year and were the primary driver of the Sock Group's $826,000  increase in
allowances in the branded lines of business.

The Sock Group incurred start-up costs of approximately  $600,000 in conjunction
with the  launches  of AURO,  a GOLD TOE brand;  ALL PRO, a GOLD TOE brand;  and
continued placement of GOLD TOE GEAR and IZOD.

In October 2001, the Sock Group announced  restructuring plans to optimize plant
capacity and maximize  supply chain  opportunities.  The Company is  phasing-out
production of its Bally,  Pennsylvania  facility and is relocating  its knitting
and finishing operations to other company-owned or contract  facilities.  During
the first half of 2002, the Sock Group incurred  approximately $400,000 of plant
inefficiencies associated with the manufacturing restructuring plan.

The increase in the Licensing Group's revenue of $238,000 had no associated cost
of sales. The increase in the U.S. Retail  division's gross profit was driven by
the opening of new stores.

Operating income from continuing operations: The Company's operating income from
continuing  operations decreased $5.4 million to $9.3 million in 2002 from $14.7
million in 2001 due to the factors  discussed  above and an increase in Selling,
General and  Administrative  Expenses  ("SG&A") of $2.3 million.  SG&A increased
$1.0 million in the Sock Group,  $426,000 in the  Licensing  Group,  $521,000 in
corporate overhead and $363,000 in the U.S. Retail division.

For the Sock Group,  increases in SG&A were driven by promotional  items related
to the launches of new lines of businesses, royalties and professional fees.

The Licensing  Group's  increase in SG&A was driven by market research and legal
fees associated with additional trademark applications.

The increase in corporate  overhead was driven by $950,000 lower income from the
defined benefit plan and the U.S. Retail division's  increase in SG&A was due to
the opening of new stores.


                                       9
<PAGE>

Interest  expense,  net: Interest expense decreased $1.6 million compared to the
same period last year, due to lower prevailing interest rates.

Equity earnings in investments in joint ventures: For the twenty-six weeks ended
June 29,  2002,  equity  earnings in  investments  in joint  ventures  increased
$430,000  driven by the joint  venture  agreement as discussed in Note 2 - Joint
Venture.

Extraordinary gain, net of taxes:  Extraordinary gain, net of taxes increased to
$1.8  million due to the Sock Group's  equity  investment  in the joint  venture
related to negative goodwill in the first quarter of 2002 as discussed in Note 2
- Joint Venture.

Income from continuing  operations:  Income from continuing operations decreased
$1.2 million, due to the factors discussed above.

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 June 29, 2002, the
Company had  outstanding  $239.0 million of debt consisting of $125.0 million in
Senior Subordinated Notes (including the Parity Notes), a Senior Credit Facility
consisting  of a $18.2  million term loan ("Term A"), a $43.1  million term loan
("Term  B"), a $17.5  million  Tranche C loan,  and $35.2  million in  revolving
credit facility borrowings. During the twenty-six weeks ended June 29, 2002, the
Company had a net  increase in  revolving  credit  facility  borrowings  of $8.5
million and repaid $3.5 million in term loans and notes payable.

   Net  availability  under the revolver at June 29, 2002,  was $13.7 million in
addition to cash and cash equivalents of $2.5 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 $7.0 million, $9.6 million, $76.3 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 May 18,  2004,  and are  guaranteed  by Vestar  Capital
Partners III,  L.P.  ("Vestar").  Cash paid for interest for the quarter  ending
June 29, 2002,  was $7.3  million.  Interest  expense for 2002 is expected to be
$20.7 million,  including $1.9 million of non-cash amortization of deferred debt
issuance costs.


                                       10
<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 and tests, including minimum fixed charge coverage and interest
coverage ratios and maximum leverage  ratios,  including a senior leverage ratio
and a total leverage ratio and a minimum EBITDA test, each of which is tested as
of the last day of each fiscal quarter of the Company and its subsidiaries.  The
amendments in May 1998,  December 1998, March 1999,  September 1999, March 2000,
June 2000, March 2001 and April 2002 revised the original covenants.  As of June
29, 2002, the Company was in compliance with the debt covenants, as amended.

Cash Flows

   Cash and cash equivalents  increased $1.2 million to $2.5 million at June 29,
2002,  from $1.3 million at December 31, 2001. The Company had EBITDA As Defined
from  continuing  operations of $12.9  million,  of which  $680,000 was non-cash
pension income and earnings of equity investees;  $8.5 million was paid for cash
interest  expense  (net of interest  income from  overnight  investments);  $2.6
million was used to fund the joint venture; $2.1 million was invested in capital
expenditures;   $627,000  was  used  by  working  capital,   including  accounts
receivable,  prepaid expenses,  inventory and accounts payable; $1.1 million was
used to pay discontinued operations and restructuring expenditures; $347,000 was
paid for taxes and net financing activities provided $4.2 million.

   EBITDA,  as defined  ("EBITDA As  Defined")  is defined as  operating  income
before depreciation and amortization,  interest expense, taxes and restructuring
and impairment  charges plus equity  earnings in investments in joint  ventures.
EBITDA As Defined  should not be considered in isolation or as a substitute  for
net income,  certain cash flows from  operating  activities  and other income or
cash flow  statement  data prepared in  accordance  with  accounting  principles
generally  accepted  in  the  United  States  of  America  or  as a  measure  of
profitability or liquidity.  EBITDA As Defined is not necessarily  comparable to
other similarly titled captions of other companies due to differences in methods
of calculation.

Capital Expenditures

   Capital spending for the twenty-six week period ended June 29, 2002, was $2.1
million  and  related  primarily  to  general   improvements  to  the  Company's
manufacturing  facilities and  distribution  center.  Total capital spending for
2002 is  expected  to be in the $5.0  million  range and  relates  primarily  to
general improvements to the Company's  distribution  facility and investments in
software.

Financing Sources and Cash Flows

   At June 29,  2002,  the  Company  had  $2.5  million  in cash and  additional
availability of $13.7 million under the revolving credit facilities  included in
the Senior  Credit  facility,  after  consideration  of $1.0 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.


                                       11
<PAGE>

     The Company believes that cash on hand, together with cash flow anticipated
to be generated from  operations  and ongoing  efforts to optimize the Company's
asset base,  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.

     On January 7, 2002, the Company entered into a joint venture agreement with
Administradora  Gaco, S.A. de C.V. and Inversiones Gaco, S.A. de C.V.  investing
$2.6 million for a 50% share of outstanding  capital stock of Inversiones  Gaco,
S. A. de C. V. The joint venture owns a leading  manufacturer and distributor of
men's,  women's and children's  socks in Mexico with the largest  Mexican brand,
CANNON.  By  moving  labor-intensive   finishing  operations  to  a  lower  cost
environment,  management  believes  it will  recognize  significant  annual cost
savings.

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.

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 U.S. Dollars.

     The Company  evaluated  its market risks  (floating  interest  rate,  fixed
interest  rate and currency  risks) at the fiscal year ended  December 31, 2001,
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, 2001.


                                       12
<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 June 29, 2002.

Item 6.  Exhibits and Reports on Form 8-K

(a)          (1)      Financial Statements

                      Included in Part I, Item 1

             (2)      List of Exhibits

(b)      The Company filed a report on Form 8-K on April 1, 2002.

(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).


                                       13
<PAGE>


     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).

                                       14
<PAGE>



     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).

     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).

                                       15
<PAGE>


     10.2.9.3 Eighth  Amendment to Credit  Agreement  and Waiver dated April 12,
          2002 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  10.2.9.3 to the Company's  Annual Report on Form
          10-K (Reg No. 333-58059) filed on April 16, 2002).

     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).

                                       16
<PAGE>


     +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).

     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

                                       17
<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)

                             By: /s/ Bryan P. Marsal
                              Date: August 13, 2002


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




                             By: /s/ Kathy D. Wilson
                              Date: August 13, 2002


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



                                  EXHIBIT INDEX

None

                                       18
<PAGE>







                          CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002




In connection with the Quarterly Report of Cluett American Corp. (the "Company")
on Form 10-Q for the period  ending June 29,  2002 as filed with the  Securities
and Exchange  Commission on the date hereof (the "Report"),  I, Bryan P. Marsal,
Director and Chief Executive  Officer of the Company,  certify in my capacity as
an officer,  pursuant to 18 U.S.C.  ss. 1350, as adopted  pursuant to ss. 906 of
the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects, the financial condition and result of operations of
          the Company.








/s/ Bryan P. Marsal



------------------------------------
Bryan P. Marsal
Director and Chief Executive Officer
August 13, 2002



                                       19
<PAGE>




                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002




In connection with the Quarterly Report of Cluett American Corp. (the "Company")
on Form 10-Q for the period  ending June 29,  2002 as filed with the  Securities
and Exchange  Commission on the date hereof (the "Report"),  I, Kathy D. Wilson,
Vice  President  and Chief  Financial  and  Accounting  Officer of the  Company,
certify in my capacity as an officer, pursuant to 18 U.S.C. ss. 1350, as adopted
pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects, the financial condition and result of operations of
          the Company.








/s/ Kathy D. Wilson



--------------------------------------
Kathy D. Wilson
Vice President and
Chief Financial and Accounting Officer
August 13, 2002

                                       20
<PAGE>