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 30, 2001

                                       OR

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

                    Commission File Number: 333-58059

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

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

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

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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that  registrant was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirement for the past 90 days.
Yes  X    No

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

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be filed by  Sections  12, 13 or 15 (d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.
Yes X No

The aggregate market value of the voting stock held by any non-affiliates of the
registrant is zero as of June 30, 2001. All common stock of the registrant is
owned by Cluett American Group, Inc., which is a wholly-owned subsidiary of
Cluett American Investment Corp.




<PAGE>


                     Cluett American Corp. and Subsidiaries

                                TABLE OF CONTENTS


                  PART I - FINANCIAL INFORMATION

                                                                         Page
Item 1.  Financial Statements (Unaudited)

Report of Independent Accountants as of the period ended
June 30, 2001                                                               3

Condensed Consolidated Balance Sheets as of June 30, 2001
and December 31, 2000                                                      F-1

Condensed Consolidated Statements of Operations for the thirteen
and twenty-six weeks ended June 30, 2001 and July 1, 2000                  F-2

Condensed Consolidated Statements of Cash Flows for the twenty-six
weeks ended June 30, 2001 and July 1, 2000                                 F-3

Notes to Condensed Consolidated Financial Statements - June 30, 2001       F-4


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


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





                  PART II - OTHER INFORMATION



Item 1.   Legal Proceedings                                                 11

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

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


SIGNATURES                                                                  16



<PAGE>



              REPORT OF DELOITTE & TOUCHE, INDEPENDENT ACCOUNTANTS


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

We have reviewed the accompanying condensed consolidated balance sheet of Cluett
American Corp.  and  subsidiaries  (the  "Company") as of June 30, 2001, and the
related condensed  consolidated  statements of operations and cash flows for the
thirteen and twenty six-week periods ended June 30, 2001 and July 1, 2000. These
financial statements are the responsibility of the Company's management.

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

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

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


Raleigh, North Carolina
August 10, 2001










                                        3

<PAGE>





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


                                                  June 30,          December 31,
                                                    2001                2000
                                                 ----------         ------------
                                                (Unaudited)           (Note 1)


ASSETS
Current assets:
   Cash and cash equivalents ...................    $ 1,009           $   1,268
   Accounts receivable, net ....................     26,925              33,442
   Inventories, net ............................     46,760              30,434
   Prepaid expenses and other current assets ...      1,734               1,176
   Net assets of discontinued operations .......     12,421              21,861
                                                   --------           ---------
Total current assets ...........................     88,849              88,181

Property, plant and equipment, net .............     25,729              26,930
Pension assets .................................     28,745              27,545
Deferred financing fees ........................      9,207               9,966
Other noncurrent assets ........................      1,351                 946
                                                   --------           ---------
Total assets ...................................   $153,881           $ 153,568
                                                  =========           =========


LIABILITIES AND STOCKHOLDER'S DEFICIT
Current liabilities:
   Accounts payable and accrued expenses .......  $   6,572           $  13,709
   Accrued interest payable ....................      5,424               5,362
   Restructuring reserve .......................      3,875               8,380
   Short-term debt and current portion of
     long-term debt ............................     10,560               6,258
   Income taxes payable ........................      1,992               1,942
                                                    -------             -------
Total current liabilities ......................     38,423              35,651

Long-term debt and capital lease obligations ...    232,451             227,931
Redeemable preferred stock dividends payable ...        762                 718
Other noncurrent liabilities ...................         43                  59

Senior Exchangeable Preferred Stock Due 2010,
 cumulative, $.01 par value: authorized 4,950,000,
 issued and outstanding 718,653 shares in 2001
 and 676,379 shares in 2000 (liquidation preference
 of $71,865 in 2001 and $67,638 in 2000) ........    70,523              66,214
Stockholder's deficit:
 Common stock, $1 par value: authorized, issued
 and outstanding 1,000 shares ...................         1                   1
 Additional paid-in capital .....................   122,783             127,134
 Accumulated deficit ............................  (310,055)           (303,036)
 Accumulated other comprehensive loss ...........    (1,050)             (1,104)
                                                   ---------          ---------
Total stockholder's deficit .....................  (188,321)           (177,005)
                                                   ---------          ---------
Total liabilities and stockholder's deficit ..... $ 153,881           $ 153,568
                                                   =========          =========


                             See accompanying notes.

                                       F-1

<PAGE>



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


                                  Thirteen weeks ended    Twenty-six weeks ended
                                    June 30,   July 1,     June 30,      July 1,
                                      2001      2000         2001         2000
                                    -------- ---------    ---------- -----------


Net sales ......................   $ 44,205    $ 38,406    $ 88,303    $ 78,682
Cost of goods sold .............     27,628      24,671      56,172      49,978
                                   --------    --------    --------    --------
Gross profit ...................     16,577      13,735      32,131      28,704
Selling, general and
  administrative expenses ......      8,135       8,442      17,437      17,619
Restructuring and impairment
  charges ......................       --            72        --            72
                                   --------    --------    --------    --------
Operating income from
  continuing operations ........      8,442       5,221      14,694      11,013
Interest expense, net ..........      5,258       7,153      10,931      13,747
Other expense, net .............        450         452         896         908
                                   --------    --------    --------    --------
Income (loss) from continuing
operations before provision
for income taxes ...............      2,734      (2,384)      2,867      (3,642)
Provision for income taxes .....        373         303         733         497
                                   --------    --------    --------    --------
Income (loss) from continuing
 operations ....................      2,361      (2,687)      2,134      (4,139)

Discontinued operations:

Loss from discontinued segment ..    (9,151)     (8,857)     (9,151)    (14,135)

                                   --------    --------    --------    --------
Net loss ........................  $ (6,790)   $(11,544)   $ (7,017)   $(18,274)
                                    ========    ========    ========    ========






                             See accompanying notes.




                                       F-2



<PAGE>



           Condensed Consolidated Statements of Cash Flows (Unaudited)
                             (Dollars in Thousands)
                                                          Twenty-six weeks ended
                                                          June 30,       July 1,
                                                            2001          2000
                                                         ---------     ---------

Operating activities
Net loss ...............................................   $ (7,017)   $(18,274)
Adjustment to reconcile net loss to net cash and
 cash equivalents used in operating activities:
   Depreciation ........................................      3,146       3,295
   Deferred finance amortization .......................        896         853
   Impairment loss on disposition ......................      6,900          13

Changes in operating assets and liabilities, net of
 effects of disposition of net assets held for sale:
   Accounts receivable .................................      3,550      12,102
   Inventories .........................................    (16,326)    (16,148)
   Prepaid expenses and other current assets ...........       (660)       (172)
   Pension and other non-current assets ................     (1,742)     (1,304)
   Accounts payable and accrued expenses ...............      2,927       9,455
   Restructuring reserve ...............................     (4,506)        (28)
   Income taxes payable ................................         51        (322)
   Other liabilities ...................................        (16)          7
   Effect of changes in foreign currency ...............         54        (570)
                                                           --------     --------
Net cash and cash equivalents used in operating
 activities ............................................    (12,743)    (11,093)

Investing activities
Purchase of property, plant and equipment ..............     (1,433)     (2,497)
Proceeds on disposal of property, plant and equipment ..       --             5
                                                            --------   ---------
Net cash and cash equivalents used in investing
 activities ............................................     (1,433)     (2,492)

Financing activities
Net borrowings under line-of-credit agreement ..........     11,000       2,550
Proceeds from issuance of long-term debt ...............       --        19,900
Principal payments on long-term debt ...................     (2,178)    (16,215)
                                                            --------   ---------
Net cash and cash equivalents provided by financing
 activities ............................................      8,822       6,235

Cash provided by  discontinued operations ..............      5,095       2,499
                                                            --------    --------
Net change in cash and cash equivalents ................       (259)     (4,851)
Cash and cash equivalents at beginning of period .......      1,268       7,048
                                                            --------    --------
Cash and cash equivalents at end of period .............   $  1,009    $  2,197
                                                            ========    ========


                             See accompanying notes.

                                       F-3


<PAGE>



        Notes to Condensed Consolidated Financial Statements (Unaudited)

1.  Basis of Presentation

     The accompanying  unaudited condensed  consolidated financial statements of
Cluett American Corp. and its  subsidiaries,  (the "Company") have been prepared
in accordance with accounting principles generally accepted in the United States
of America for interim  financial  information and with the instructions to Form
10-Q and Article 10 of Regulation S-X.  Accordingly,  they do not include all of
the  information  and  footnotes  required by  accounting  principles  generally
accepted in the United States of America for complete financial  statements.  In
the opinion of  management,  all  adjustments  (consisting  of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results for the thirteen and  twenty-six  week periods ended June 30,
2001,  are not  necessarily  indicative  of the  operating  results  that may be
expected for the year ending December 31, 2001.

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

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

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

     The Company  uses a 5-4-4 week fiscal  quarter  whereby the fiscal  quarter
ends on the Saturday nearest the end of the calendar quarter,  which accordingly
was June 30, 2001 and July 1, 2000, respectively.

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

2.  Recent Events and Discontinued Operations

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

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



                                       F-4





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

2.       Recent Events and Discontinued Operations (Continued)

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

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

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

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

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

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


                                       F-5







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

2. Recent Events and Discontinued Operations (Continued)

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

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

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

    The net assets of the Discontinued Operations in the accompanying balance
sheet are comprised of the following (Dollars in Thousands):


                                              June 30,  December 31,
                                                 2001       2000
                                             ---------  -----------
Assets:
  Cash .....................................   $ 3,041   $   316
  Accounts receivable ......................        --     7,985
  Inventories, net .........................        --     9,606
  Prepaid expenses .........................       262       685
  Property, plant & equipment, net .........     9,755    14,602
  Other assets .............................         1       475
                                               -------   -------
     Total assets ..........................    13,059    33,669

Liabilities:
  Accounts payable & accrued expenses ......       427     6,137
  Canadian revolving facility ..............        --     5,447
  Canadian capital lease ...................       211       224
                                               -------   -------
      Total liabilities ....................       638    11,808
                                               -------   -------

       Net assets of discontinued operations   $12,421   $21,861
                                               =======   =======









                                       F-6


<PAGE>



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

3. Inventories

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


                                                         June 30,   December 31,

                                                           2001         2000
                                                         ---------  ------------
                                                         (Dollars In Thousands)

Finished goods .......................................   $ 39,027    $ 25,055
Work in process ......................................      3,500       2,092
Raw materials and supplies ...........................      4,813       3,871
                                                         --------    --------
                                                           47,340      31,018
Less: Allowance for obsolete and slow moving inventory       (580)       (584)
                                                         --------    --------
                                                         $ 46,760    $ 30,434
                                                         ========    ========



4. Long-Term Obligations and Financing Arrangements

     As of June 30, 2001,  the Company had  outstanding  $243.0  million of debt
consisting of $125.0 million in Senior  Subordinated Notes (including the Parity
Notes), a Senior Credit Facility  consisting of a $24.7 million term loan ("Term
A"), a $43.6 million term loan ("Term B"), a $17.5 million  Tranche C loan,  and
$32.2 million in revolving  credit  facility  borrowings.  During the twenty-six
weeks ended June 30, 2001,  the Company had a net  increase in revolving  credit
facility  borrowings  of $11.0 million and repaid $2.2 million in term loans and
notes payable.



5.  Discontinued Operations, Restructuring and Impairment Charges

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

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

                                   Severance Facility
                                     Costs    Closure   Other   Total
                                   --------- --------  -------  ------
                                         (Dollars in Thousands)
Balance, January 1, 2001            $2,959   $  810    $4,611   $8,380
    Additions ..........                --    1,499       752    2,251
    Payments ...........             1,704      679     4,373    6,756
                                     ------   ------   ------   ------
Balance, June 30, 2001 .            $1,255    $1,630   $  990   $3,875
                                     ======   ======   ======   ======


                                       F-7




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

6. Segment Data

     The Company  identifies  its  reportable  segments  based on the  segments'
product  offerings.  As a result of the  Company's  June 13,  2000,  decision to
discontinue  the shirt group  operations  and license the ARROW  tradename,  the
composition of the Company's  reportable segments changed.  The licensing of the
ARROW brand by the two new Trademark  License  Agreements,  as described in Note
2-Recent Events and Discontinued  Operations,  will result in additional minimum
annual license revenue of $5.6 million. Subsequent to June 13, 2000, the Company
conducted its business  through two principle  segments:  the Sock Group and the
Licensing Group. The financial  results  associated with Latin America,  Apparel
On-Line LLC, Cluett American Receivables LLC, US Retail division and unallocated
corporate overhead charges are referred to collectively as "All Other".  Segment
data  disclosures for the thirteen and twenty-six  weeks ended June 30, 2001 and
July 1, 2000 have been restated to reflect the above noted change.

                                Thirteen weeks ended      Twenty-six weeks ended
                                 June 30,     July 1,      June 30,      July 1,
                                   2001        2000          2001         2000
                                ---------    --------     ---------     --------
                                             (Dollars in Thousands)
Net sales
                Sock .......   $  40,907    $  37,323    $  81,557    $  76,131
                Licensing ..       3,072        1,478        6,290        3,130
                All Other ..         595           55        1,090          127
                Intersegment        (369)        (450)        (634)        (706)
                                ---------    ---------    ---------    ---------
                               $  44,205    $  38,406    $  88,303    $  78,682
                                =========    =========    =========    =========
Operating income
(loss) excluding
restructuring and
impairment charges
                Sock .......   $   6,016    $   4,954    $   9,854    $  10,065
                Licensing ..       2,264          919        4,626        2,105
                All Other ..         162         (580)         214       (1,085)
                                ---------    ---------    ---------    ---------
                               $   8,442    $   5,293    $  14,694    $  11,085
                                =========    =========    =========    =========

Depreciation expense
                Sock .......   $   1,455    $   1,572    $   2,910    $   3,143
                Licensing ..          28           19           47           38
                All Other ..          96           57          189          114
                                ---------    ---------    ---------    ---------
                               $   1,579    $   1,648    $   3,146    $   3,295
                                =========    =========    =========    =========
Amortization expense
                Sock .......          --           --           --           --
                Licensing ..          --           --           --           --
                All Other ..         450          430          896          853
                                ---------    ---------    ---------    ---------
                               $     450    $     430    $     896    $     853
                                =========    =========    =========    =========
Identifiable assets
                Sock .......   $  98,110    $  83,472    $  98,110    $  83,472
                Licensing ..       2,486        2,131        2,486        2,131
                All Other ..       1,568        1,575        1,568        1,575
                                ---------    ---------    ---------    ---------
                               $ 102,164    $  87,178    $ 102,164    $  87,178
                               =========    =========    =========    =========


                                       F-8





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

6. Segment Data (Continued)

Reconciliation   of  Reportable   Segments  Net  sales,   Operating  income  and
Identifiable assets
                                Thirteen weeks ended      Twenty-six weeks ended
                                 June 30,    July 1,         June 30,   July 1,
                                   2001       2000             2001      2000
                                ---------------------     ----------------------
                                            (Dollars In Thousands)
Net sales
    Total net sales for
     reportable  segments ...  $  43,979    $  38,801    $  87,847    $  79,261
    Other net sales .........        595           55        1,090          127
    Elimination of
     intersegment net sales .       (369)        (450)        (634)        (706)
                                ---------    ---------    ---------    ---------
    Total consolidated net
      sales .................  $  44,205    $  38,406    $  88,303    $  78,682
                                =========    =========    =========    =========


Operating profit (loss)
    Total operating profit for
      reportable segments....  $   8,280    $   5,873     $ 14,480     $ 12,170
    Other operating loss ....       (101)        (238)        (206)        (444)
    Unallocated amounts:
      Corporate expense
       before pension income        (337)        (967)        (780)      (1,891)
      Pension Income ........        600          625        1,200        1,250
      Restructuring and
       impairment charges ...         --          (72)          --          (72)
                                ---------    ---------    ---------    ---------
    Total operating profit ..  $   8,442    $   5,221     $  14,694   $  11,013
                                =========    =========    =========    =========

Depreciation and amortization
    Total depreciation for
     reportable segments ....   $  1,483    $   1,591     $   2,957    $  3,181
    Other ...................         96           57           189         114
    Amortization ............        450          430           896         853
                               ---------    ---------     ---------    --------
    Total depreciation
     and amortization ........  $  2,029    $   2,078     $   4,042    $  4,148
                               =========    =========     =========    =========

Identifiable assets
    Total assets for
     reportable segments ......$ 100,596    $  85,603     $ 100,596   $  85,603
    Other assets ..............    1,568        1,575         1,568       1,575
    Net assets of discontinued
     operations ...............   12,421       66,381        12,421      66,381
    Unallocated amounts:
     Deferred finance costs ...    9,207       10,365         9,207      10,365
     Pension assets ...........   28,745       33,436        28,745      33,436
     Other unallocated amounts.    1,344        5,029         1,344       5,029
                               ---------    ---------     ---------    --------
    Consolidated total ........$ 153,881    $ 202,389     $ 153,881   $ 202,389
                               =========    =========     =========   =========



                                       F-9


<PAGE>



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

7. Guarantor Subsidiaries

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

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

8. Recently Adopted Accounting Standards

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

9. Recently Issued Accounting Standards

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

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






                                      F-10




<PAGE>


                                       16


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

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

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

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

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

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

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

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

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

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

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

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

     The net assets of the Discontinued  Operations in the accompanying  balance
sheet are comprised of the following (Dollars in Thousands):


                                               June 30,  December 31,
                                                 2001       2000
                                              -----------------------
Assets:
  Cash .....................................   $ 3,041   $   316
  Accounts receivable ......................        --     7,985
  Inventories, net .........................        --     9,606
  Prepaid expenses .........................       262       685
  Property, plant & equipment, net .........     9,755    14,602
  Other assets .............................         1       475
                                                -------   -------
     Total assets ..........................    13,059    33,669

Liabilities:
  Accounts payable & accrued expenses ......       427     6,137
  Canadian revolving facility ..............        --     5,447
  Canadian capital lease ...................       211       224
                                               -------   -------
      Total liabilities .....................      638    11,808
                                               -------   -------

       Net assets of discontinued operations   $12,421   $21,861
                                               =======   =======



<PAGE>



Results of Operations: Thirteen weeks ended June 30, 2001 vs. July 1, 2000

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


                                              Thirteen weeks ended
                                               June 30,     July 1,
                                                 2001        2000
                                              ---------------------
                                              (Dollars In Thousands)

Net sales .................................   $ 44,205    $ 38,406
Gross profit ..............................     16,577      13,735
Operating income from continuing operations      8,442       5,221
Interest expense, net .....................      5,258       7,153
Income taxes ..............................        373         303
Income (loss) from continuing operations ..      2,361      (2,687)
Loss from discontinued segment ............     (9,151)     (8,857)
Net loss ..................................   $ (6,790)   $(11,544)

Net sales:  For the thirteen weeks ended June 30, 2001 net sales  increased $5.8
million to $44.2 million  compared to $38.4 million for the thirteen weeks ended
July 1,  2000.  Net sales in the Sock  Group  increased  $3.6  million  to $40.9
million  primarily due to increases in Private Label. The Licensing  Group's net
sales  increased  $1.6 million to $3.1 million due to the new trademark  license
agreements as discussed in Note 2-Recent Events and Discontinued Operations.

Gross profit:  For the second  quarter,  gross profit  increased $2.8 million to
$16.6 million compared to the 2000 quarter.  The Licensing Group had an increase
of $1.6 million due to the new trademark  license agreement revenue for which no
related  cost of sales was  incurred.  The Sock  Group had an  increase  of $1.0
million due to increased sales.

Operating income from continuing operations:  The Company's operating income for
the second  quarter ended June 30, 2001,  increased $3.2 million to $8.4 million
compared  to $5.2  million for the 2000  quarter  due to the  factors  discussed
above.

Interest  expense:  Interest  expense  decreased  $1.9  million  for the  second
quarter, due to the Company's reduced level of indebtedness and lower prevailing
interest rates.

Income (loss) from continuing operations: For the second quarter ended June 30,
2001, income (loss) from continuing operations increased $5.0 million to income
of $2.4 million compared to a loss of $2.7 million in the same period last year,
due to the factors discussed above.

Loss from discontinued segment: In conjunction with the Transactions,  described
in Note  2-Recent  Events and  Discontinued  Operations,  the  Company  recorded
impairment  charges of $6.9 million  comprised of $3.0 million for  receivables,
$3.8 million for property and  equipment and $0.1 million for deposits to adjust
amounts to amounts  realized or to fair value as  appropriate.  The company also
recorded an increase of $2.3 million in estimated  operating  losses  during the
phase out period for lease and contract costs ($1.5  million) and  miscellaneous
other costs ($0.8  million).  For the 2000  quarter,  operating  losses for this
segment were $8.9 million.

Net loss:  Net loss for the 2001 quarter  decreased $4.8 million to $6.8 million
compared to an $11.6 million loss for the 2000 quarter.  The  improvement is due
to the $5.0 million  increase in income from continuing  operations as discussed
above.

Results of Operations: Twenty-six weeks ended June 30, 2001 vs. July 1, 2000

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

                                              Twenty-six weeks ended
                                               June 30,     July 1,
                                                 2001        2000
                                             ------------------------
                                              (Dollars In Thousands)

Net sales .................................   $ 88,303    $ 78,682
Gross profit ..............................     32,131      28,704
Operating income from continuing operations     14,694      11,013
Interest expense, net .....................     10,931      13,747
Income taxes ..............................        733         497
Income (loss) from continuing operations ..      2,134      (4,139)
Loss on discontinued operations ...........     (9,151)    (14,135)
Net loss ..................................   $ (7,017)   $(18,274)

Net  sales:  For the  twenty-six  weeks  ended  June 30,  2001,  net sales  from
continuing operations increased $9.6 million to $88.3 million from $78.7 million
for the  twenty-six  weeks  ended  July 1,  2000.  Net  sales in the Sock  Group
increased $5.5 million to $81.6 million due to increases in Private  Label.  The
Licensing  Group's net sales  increased  $3.2  million due to the new  trademark
license  agreements  as  discussed  in Note  2-Recent  Events  and  Discontinued
Operations.

Gross profit: Gross profit for the 2001 period,  increased $3.4 million to $32.1
million  compared to $28.7 million for the 2000 period.  This increase is due to
the new trademark  license  agreement revenue for which no related cost of sales
was incurred.

Operating  income  from  continuing   operations:   The  Company's  income  from
continuing operations increased $3.6 million to $14.7 million from $11.1 million
for the same period last year due to the factors discussed above.

Interest  expense:  Interest expense decreased $2.8 million to $10.9 million for
the period  compared to $13.7  million for the 2000 period due to the  Company's
reduced level of indebtedness and lower prevailing interest rates.

Income (loss) from  continuing  operations:  For the period ended June 30, 2001,
income (loss) from  continuing  operations  increased  $6.3 million to income of
$2.1  million  compared to a loss of $4.1  million in the same period last year,
due to the factors discussed above.

Loss from discontinued segment: In conjunction with the Transactions,  described
in Note  2-Recent  Events and  Discontinued  Operations,  the  Company  recorded
impairment  charges of $6.9 million  comprised of $3.0 million for  receivables,
$3.8 million for property and  equipment and $0.1 million for deposits to adjust
amounts to amounts  realized or to fair value as  appropriate.  The company also
recorded an increase of $2.3 million in estimated  operating  losses  during the
phase out period for lease and contract costs ($1.5  million) and  miscellaneous
other costs  ($0.8  million).  For the 2000  period,  operating  losses for this
segment were $14.1 million.

Net loss: Net loss for the 2001 period  decreased  $11.3 million to $7.0 million
compared to $18.3  million for the same period last year.  This is due to a $6.3
million improvement in income from continuing operations as discussed above, and
a $5.0 million  reduction is losses from  discontinued  segment  compared to the
2000 period.

Liquidity and Capital Resources

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

     The Company's  liquidity  needs arise  primarily  from debt service and the
funding of working  capital and capital  expenditures.  As of June 30, 2001, the
Company had  outstanding  $243.0 million of debt consisting of $125.0 million in
Senior Subordinated Notes (including the Parity Notes), a Senior Credit Facility
consisting  of a $24.7  million term loan ("Term A"), a $43.6  million term loan
("Term  B"), a $17.5  million  Tranche C loan,  and $32.2  million in  revolving
credit facility borrowings. During the twenty-six weeks ended June 30, 2001, the
Company had a net  increase in revolving  credit  facility  borrowings  of $11.0
million and repaid $2.2 million in term loans and notes payable.

     Net  availability  under the revolver at June 30, 2001,  was $18.3  million
(including $1.8 million  availability  under the Tranche C loan), in addition to
cash and cash equivalents of $1.0 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  $7.1  million,  $25.3
million,  $9.6 million,  $54.9 million and $21.1 million,  for each of the years
2001  through  2005,  respectively,  with $125.0  million  remaining  thereafter
through 2008.

     The  Company's  senior  subordinated  notes  mature  in  2008  and  require
semi-annual  interest  payments at an annual  rate of 10 1/8%.  The term A and B
loans mature in 2004 and 2005,  respectively,  and require  quarterly  principal
payments  and  quarterly  interest  payments  at  floating  rates based upon the
interest  rate option  elected by the Company.  The  revolving  credit  facility
expires at May 2004, and requires  quarterly interest payments at floating rates
based upon the interest  rate option  elected by the Company.  Borrowings  under
Tranche C loan mature on December 31, 2002, and are guaranteed by Vestar Capital
Partners III,  L.P.  ("Vestar").  Cash paid for interest for the quarter  ending
June 30,  2001 was $11.0  million.  Interest  expense for 2001 is expected to be
$24.2 million,  including $1.8 million of non-cash amortization of deferred debt
issuance costs.


Covenant Restrictions

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

Cash Flows

     Cash and cash  equivalents  decreased  $0.2 million to $1.0 million at June
30, 2001, from $1.2 million at December 31, 2000,  primarily as a result of $8.8
million and $5.1  million  provided by  financing  and  discontinued  operations
activities,  respectively,  offset by $12.7 million and $1.4 million in net cash
used in  operating  and  investing  activities.  Net cash  provided by operating
activities  resulted  from the  Company's  $7.0 million net loss offset by $10.9
million in non-cash  depreciation,  amortization and loss on disposal of assets,
plus a decrease in operating  assets and liabilities of $16.6 million.  Net cash
provided by financing  activities  resulted  primarily from net borrowings under
the Company's  line of credit  agreement of $11.0 million  offset by payments on
long-term  debt of $2.2  million.  The $5.1  million  provided  by  discontinued
operations  resulted primarily from the collection of accounts  receivable.  Net
cash used in investing activities is a result of capital expenditures.

Capital Expenditures

     Capital  spending  for the period  ended June 30, 2001 was $1.4 million and
related  primarily  to  general  improvements  to  the  Company's  manufacturing
facilities.  Total capital  spending for 2001 is expected to be $5.9 million and
also relates  primarily to general  improvements to the Company's  manufacturing
facilities.

Financing Sources and Cash Flows

     At June 30,  2001,  the  Company  had $1.0  million in cash and  additional
availability  of $18.3 million under the revolving  credit  facility  (including
$1.8 million availability under the Tranche C loan), after consideration of $1.2
million of stand-by letters of credit.

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


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 US Dollars.

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




<PAGE>



                           Part II - OTHER INFORMATION

Item 1.     Legal Proceedings

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

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

There were no matters submitted to a vote of security holders during the quarter
ended June 30, 2001.

Item 6.  Exhibits and Reports on Form 8-K

(a)          (1)      Financial Statements

                      Included in Part I, Item 1

             (2)      List of Exhibits

(b)      No report was filed on Form 8-K during the period ended June 30, 2001.

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

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


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

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

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

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

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

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

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

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

4.3  Certificate of  Designations of the 12 1/2% Senior  Exchangeable  Preferred
     Stock Due 2010  (incorporated  by reference to Exhibit 4.3 to the Company's
     Registration  Statement on Form S-4 (Reg. No.  333-58059) filed on June 30,
     1998).

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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










                                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)


August 14, 2001                                     /s/ Bryan P. Marsal



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


August 14, 2001                                     /s/ Kathy D. Wilson


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



                                  EXHIBIT INDEX

None