<PAGE>

                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM 10-Q

                              (Amendment No. 1)

(Mark One)

  X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
-----  EXCHANGE ACT OF 1934

       For the quarterly period ended April 30, 2005

                                     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 1-7340

                              KELLWOOD COMPANY
------------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)


             DELAWARE                                       36-2472410
---------------------------------                     ------------------------
(State or other jurisdiction                          (IRS Employer
of incorporation or organization)                     Identification Number)

600 KELLWOOD PARKWAY, P.O. BOX 14374, ST. LOUIS, MO                    63178
---------------------------------------------------                 ----------
     (Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code              (314) 576-3100

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

Indicate by check mark whether the registrant is an accelerated filer (as
defined by Rule 12b-2 of the Exchange Act). YES X  NO
                                               ---   ---

Number of shares of common stock, par value $.01, outstanding at April 30,
2005 (only one class): 27,797,719.


                                     1

<PAGE>
<PAGE>


                              KELLWOOD COMPANY
                              ----------------

EXPLANATORY NOTE
Kellwood Company (the Company) is filing this Amendment No. 1 on Form 10-Q/A
to amend, in its entirety, its Quarterly Report on Form 10-Q for the three
months ended April 30, 2005 (the Original Filing), which was filed with the
Securities and Exchange Commission (the SEC) on June 9, 2005. On December 1,
2005, the Company concluded that it would restate certain historical
financial information. Prior to the completion of the financial statements
for the three and nine months ended October 29, 2005, the Company determined
that it incorrectly accounted for freight, duty and agents' commission costs
related to imports of goods at a regional accounting center which resulted
in the understatement of accounts payable and cost of products sold. The
Company identified this issue after the regional accounting center was
centralized into the Company's financial services operations in St. Louis
and subsequent review of accounting processes.

As more fully described in Note 2 to the Condensed Consolidated Financial
Statements, the purpose of this Amendment No. 1 is to amend the Quarterly
Report to reflect restated amounts due to the correction of the above
described accounting error that resulted in the understatement of cost of
products sold and current liabilities. In addition, the restatement reflects
the effect of the correction of the underaccrual of liabilities related to a
Death Benefits Program that had resulted in the understatement of selling,
general and administrative expenses and deferred taxes and other.

The previously issued financial statements included in the Form 10-Q for the
quarterly period ended April 30, 2005 and the Form 10-K for the year ended
January 29, 2005, should no longer be relied upon. Concurrent with this
filing, the Company has also filed its amended Quarterly Report on Form
10-Q/A for the second quarter of fiscal 2005 and amended Annual Report on
Form 10-K/A (Amendment No. 2) for the year ended January 29, 2005. All
amounts referenced in these filings reflect the relevant amounts on a
restated basis. As a result of these amendments, the certifications pursuant
to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, filed as
exhibits to the Original Filing, have been re-executed and re-filed as of
the date of this Form 10-Q/A.

                                    INDEX
                                    -----
                                                                       Page No.
                                                                       --------
PART I.          FINANCIAL INFORMATION

         Item 1. Financial Statements (Unaudited):
                 Condensed Consolidated Balance Sheet                       3
                 Condensed Consolidated Statement of Earnings               4
                 Condensed Consolidated Statement of Cash Flows             5
                 Notes to Condensed Consolidated Financial
                   Statements                                            6-18

         Item 2. Management's Discussion and Analysis of
                   Financial Condition and Results of Operations        19-25

         Item 3. Quantitative and Qualitative Disclosures about
                   Market Risk                                             25

         Item 4. Controls and Procedures                                26-27

PART II.         OTHER INFORMATION

         Item 2. Unregistered Sales of Equity Securities and Use
                   of Proceeds                                             28

         Item 4. Submission of Matters to a Vote of Security Holders       28

         Item 6. Exhibits                                                  29


                                     2

<PAGE>
<PAGE>


PART I.  FINANCIAL INFORMATION
------------------------------
ITEM 1. FINANCIAL STATEMENTS
----------------------------

<TABLE>
                                         KELLWOOD COMPANY AND SUBSIDIARIES
                                         ---------------------------------
                                  CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                  ------------------------------------------------
                                               (Amounts in thousands)

<CAPTION>
                                                               April 30,            May 1,           January 29,
                                                                 2005                2004               2005
                                                           ---------------     ---------------     ---------------
                                                              Restated -          Restated -          Restated -
                                                              see Note 2          see Note 2          see Note 2
<S>                                                        <C>                 <C>                 <C>
ASSETS
------
Current assets:
    Cash and cash equivalents                              $       279,243     $        72,672     $       261,395
    Receivables, net                                               375,261             388,317             381,697
    Inventories                                                    275,301             247,384             331,602
    Current deferred taxes and prepaid expenses                     54,421              70,506              55,220
                                                           ---------------     ---------------     ---------------
         Total current assets                                      984,226             778,879           1,029,914

Property, plant and equipment, net                                  93,739              94,706              95,807
Intangible assets, net                                             188,757             227,298             191,958
Goodwill                                                           224,620             186,597             223,982
Other assets                                                        34,445              31,250              36,641
                                                           ---------------     ---------------     ---------------
Total assets                                               $     1,525,787     $     1,318,730     $     1,578,302
                                                           ===============     ===============     ===============


LIABILITIES AND SHAREOWNERS' EQUITY
-----------------------------------
Current liabilities:
    Notes payable and current
     portion of long-term debt                             $            94     $        18,153     $           149
    Accounts payable                                               151,941             152,273             183,756
    Accrued salaries and employee benefits                          31,923              38,892              43,787
    Other accrued expenses                                          64,865              78,602              85,981
                                                           ---------------     ---------------     ---------------
         Total current liabilities                                 248,823             287,920             313,673

Long-term debt                                                     469,690             271,875             469,657
Deferred income taxes and other                                     83,387              77,361              81,448

Shareowners' equity:
    Common stock                                                   271,270             267,426             270,264
    Retained earnings                                              562,762             528,604             555,387
    Accumulated other comprehensive income (loss)                  (10,910)            (11,581)            (11,396)
    Less treasury stock, at cost                                   (99,235)           (102,875)           (100,731)
                                                           ---------------     ---------------     ---------------
         Total shareowners' equity                                 723,887             681,574             713,524
                                                           ---------------     ---------------     ---------------

Total liabilities and shareowners' equity                  $     1,525,787     $     1,318,730     $     1,578,302
                                                           ===============     ===============     ===============



See notes to condensed consolidated financial statements.
</TABLE>


                                     3

<PAGE>
<PAGE>


                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
          CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (UNAUDITED)
          --------------------------------------------------------
                (Amounts in thousands, except per share data)

                                                    Three Months Ended
                                             -------------------------------
                                               April 30,           May 1,
                                                 2005               2004
                                             -------------     -------------
                                               Restated -        Restated -
                                               see Note 2        see Note 2

Net sales                                    $     639,379     $     686,103

Costs and expenses:
    Cost of products sold                          506,213           529,521
    Selling, general and
     administrative expenses                       106,128           106,908
    Amortization of intangible assets                3,201             3,466
    Interest expense, net                            6,634             6,288
    Other (income) and expense, net                   (178)             (180)
                                             -------------     -------------

Earnings before income taxes                        17,381            40,100

Income taxes                                         5,562            13,790
                                             -------------     -------------

Net earnings                                 $      11,819     $      26,310
                                             =============     =============

Weighted average shares outstanding:
    Basic                                           27,759            27,090
                                             =============     =============
    Diluted                                         27,957            27,832
                                             =============     =============

Earnings per share:
    Basic                                    $        0.43     $        0.97
                                             =============     =============
    Diluted                                  $        0.42     $        0.95
                                             =============     =============
Dividends paid per share                     $        0.16     $        0.16
                                             =============     =============


See notes to condensed consolidated financial statements.


                                     4

<PAGE>
<PAGE>


<TABLE>
                                KELLWOOD COMPANY AND SUBSIDIARIES
                                ---------------------------------
                    CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
                    ----------------------------------------------------------
                                      (Amounts in thousands)

<CAPTION>
                                                                         Three months ended
                                                                ---------------------------------
                                                                  April 30,            May 1,
                                                                    2005                2004
                                                                -------------       -------------
                                                                  Restated -          Restated -
                                                                  see Note 2          see Note 2
<S>                                                             <C>                 <C>
OPERATING ACTIVITIES:

Net earnings                                                    $      11,819       $      26,310

Add/(deduct) items not affecting operating cash flows:
        Depreciation and amortization                                  10,455              10,447
        Deferred income taxes and other                                 2,454               1,910

Changes in working capital components:
        Receivables, net                                                6,436             (65,665)
        Inventories                                                    56,301              68,697
        Current deferred taxes and prepaid expenses                       799              (3,934)
        Accounts payable and accrued expenses                         (56,916)            (22,135)
                                                                -------------       -------------
Net cash provided by operating activities                              31,348              15,630
                                                                -------------       -------------

INVESTING ACTIVITIES:
Additions to property, plant and equipment                             (4,862)             (3,878)
Acquisitions, net of cash acquired                                     (8,750)           (143,473)
Subordinated note receivable                                            1,375                   -
Dispositions of fixed assets                                              446                 692
                                                                -------------       -------------
Net cash used in investing activities                                 (11,791)           (146,659)
                                                                -------------       -------------

FINANCING ACTIVITIES:
Proceeds from notes payable and short-term borrowings, net                  -              15,657
Dividends paid                                                         (4,445)             (4,341)
Stock transactions under incentive plans                                2,736              13,230
                                                                -------------       -------------
Net cash (used in) provided by financing activities                    (1,709)             24,546
                                                                -------------       -------------

NET CHANGE IN CASH AND CASH EQUIVALENTS                                17,848            (106,483)
Cash and cash equivalents, beginning of period                        261,395             179,155
                                                                -------------       -------------
Cash and cash equivalents, end of period                        $     279,243       $      72,672
                                                                =============       =============

Supplemental cash flow information:
        Interest paid                                           $       5,596       $       6,197
                                                                =============       =============
        Income taxes paid (refunded), net                       $         197       $      (2,552)
                                                                =============       =============


See notes to condensed consolidated financial statements.
</TABLE>


                                     5

<PAGE>
<PAGE>

                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
      ----------------------------------------------------------------
                (Dollars in thousands, except per share data)

NOTE 1. ACCOUNTING POLICIES. It is the opinion of management that all
adjustments necessary for a fair statement of results for the interim
periods have been reflected in the condensed consolidated financial
statements presented. Such adjustments were normal and recurring in nature.
Accounting policies have been continued without significant change and are
described in the Summary of Significant Accounting Policies contained in the
Company's Annual Report to Shareowners on Form 10-K/A (Amendment No. 2) for
2004 (the fiscal year ended January 29, 2005). For additional information
regarding the Company's financial condition, refer to the footnotes
accompanying the 2004 financial statements. Details in those notes have not
changed significantly except as indicated herein and as a result of normal
transactions in the interim.

RECLASSIFICATIONS. Certain amounts in the prior year condensed consolidated
financial statements have been reclassified to conform to the current year
presentation.

NOTE 2. RESTATEMENT OF FINANCIAL STATEMENTS. On December 1, 2005, the
Company concluded that it was necessary to restate herein its previously
issued condensed consolidated statement of earnings for the three months
ended April 30, 2005 and May 1, 2004, condensed consolidated statement of
cash flows for the three months ended April 30, 2005 and May 1, 2004, and
condensed consolidated balance sheet at April 30, 2005, January 29, 2005 and
May 1, 2004. The consolidated balance sheet at January 29, 2005 has been
restated in the Annual Report on Form 10-K/A (Amendment No. 2). This
restatement corrects accounting errors detailed below. Additionally, all
affected amounts described in these Notes to Condensed Consolidated
Financial Statements have been restated.

Accrual of Freight, Duty and Agents' Commission Costs

Prior to the completion of the financial statements for the three and nine
months ended October 29, 2005, the Company determined that it incorrectly
accounted for freight, duty and agents' commission costs related to imports
of goods at a regional accounting center which resulted in the
understatement of accounts payable and cost of products sold. The Company
identified this issue after the regional accounting center was centralized
into the Company's financial services operations in St. Louis and subsequent
review of accounting processes.

After discovering the error, the Company corrected the accounting processes
during the third quarter of 2005 so that there was an appropriate cutoff at
October 29, 2005. Additionally, the Company reviewed the accruals for
freight, duty and agents' commission costs at prior interim and year-end
reporting dates. This review has been completed for the periods necessary to
correctly present all of the periods contained in these unaudited, interim
financial statements on a restated basis. This includes each of the points
in time and periods set forth in the tables following the next two
paragraphs.

The accounting error caused an understatement of cost of products sold in
prior periods and a cumulative overstatement of earnings before income taxes
of $8,861 ($5,630 after tax) as of April 30, 2005. The Company has
determined that the accounting error overstated earnings before income taxes
for the three months ended April 30, 2005 by $957 ($651 after tax) and
understated earnings before income taxes for the three months ended May 1,
2004 by $2,017 ($1,271 after tax).

Death Benefits Program

In 2004 the Company determined that it had underaccrued for liabilities
related to a Death Benefit Program that covers three present and nine former
senior executives. This program was initiated in the early 1980's and is
being phased out with no new participants since prior to 2000. Beginning in
2004, the Company began to record an annual charge in the amount necessary
to appropriately state expense in each period. The Company did not record
the past underaccrual at January 31, 2004 as it concluded that it was
immaterial. The accounting error resulted in an understatement of selling,
general and administrative expenses in years prior to 2004 and a cumulative
overstatement of earnings before income taxes of $3,926 ($2,473 after tax)
as of January 31, 2004. Prior to January 31, 2004, deferred income taxes and
other on the Company's balance sheet was understated by $3,926 ($2,473 after
tax).


                                     6

<PAGE>
<PAGE>

                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
 ----------------------------------------------------------------------------
                (Dollars in thousands, except per share data)

Combined Restatement Amounts

The financial statements for the three months ended April 30, 2005 and May
1, 2004 have been restated to correct for the accounting errors discussed
above. The effect of these adjustments to the Company's condensed
consolidated statement of earnings for both periods is detailed below.

<TABLE>
<CAPTION>
                                                             Three months ended              Three months ended
                                                               April 30, 2005                   May 1, 2004
                                                     -------------------------------   -------------------------------
                                                       As Reported      As Restated      As Reported      As Restated
                                                     --------------   --------------   --------------   --------------
<S>                                                  <C>              <C>              <C>              <C>
Net sales                                            $      639,379   $      639,379   $      686,103   $      686,103

Costs and expenses:
    Cost of products sold                                   505,256          506,213          531,538          529,521
    Selling, general and
     administrative expense                                 106,128          106,128          106,908          106,908
    Amortization of intangible assets                         3,201            3,201            3,466            3,466
    Interest expense, net                                     6,634            6,634            6,288            6,288
    Other (income) and expense, net                            (178)            (178)            (180)            (180)
                                                     --------------   --------------   --------------   --------------
Earnings before income taxes                                 18,338           17,381           38,083           40,100

Income tax provision                                          5,868            5,562           13,044           13,790
                                                     --------------   --------------   --------------   --------------
Net earnings                                         $       12,470   $       11,819   $       25,039   $       26,310
                                                     ==============   ==============   ==============   ==============
Earnings per share:
    Basic                                            $         0.45   $         0.43   $         0.92   $         0.97
                                                     ==============   ==============   ==============   ==============
    Diluted                                          $         0.45   $         0.42   $         0.90   $         0.95
                                                     ==============   ==============   ==============   ==============
</TABLE>

The effect of the restatement on the Company's previously reported condensed
consolidated balance sheet at April 30, 2005 and May 1, 2004, is detailed
below.
<TABLE>
<CAPTION>
                                          April 30, 2005                      May 1, 2004
                                   ----------------------------       ----------------------------
                                    As Reported    As Restated         As Reported    As Restated
                                   -------------  -------------       -------------  -------------
<S>                                <C>            <C>                 <C>            <C>
Accounts payable                   $     143,080  $     151,941       $     152,353  $     152,273
Accrued expenses                          69,550         64,865              80,025         78,602
Deferred income taxes and other           79,461         83,387              73,435         77,361
Retained earnings                        570,864        562,762             531,027        528,604
Shareowners' equity                      731,989        723,887             683,997        681,574
</TABLE>

The effect of the restatement on the Company's previously reported condensed
consolidated statement of cash flows for the three months ended April 30,
2005 and May 1, 2004 is detailed below.
<TABLE>
<CAPTION>
                                                                               Three Months Ended
                                                     ---------------------------------------------------------------------
                                                                April 30, 2005                      May 1, 2004
                                                     ---------------------------------   ---------------------------------
                                                       As Reported       As Restated       As Reported       As Restated
                                                     ---------------   ---------------   ---------------   ---------------
<S>                                                  <C>               <C>               <C>               <C>
Net earnings                                         $        12,470   $        11,819   $        25,039   $        26,310
Change in accounts payable and accrued expenses              (57,567)          (56,916)          (20,864)          (22,135)
</TABLE>

NOTE 3. BUSINESS COMBINATIONS. On February 3, 2004, the Company completed
the acquisition of Phat Fashions, LLC and Phat Licensing, LLC (together
referred to as Phat). Phat is a licensor of apparel for men, women and
children, athletic shoes and accessories through the Phat Farm and Baby Phat
brands. The Company acquired Phat to complement its existing portfolio of
brands. The purchase price (including acquisition costs) for Phat was
$141,934 in cash. Included in this amount was the exercise price for Phat's
option to buyout the license from the menswear licensee for $25,000, which
the Company exercised in February 2004. Additional cash purchase
consideration will be due if Phat achieves certain specified financial
performance targets for 2004 through 2010. This additional cash purchase
consideration is calculated based on a formula applied to royalty revenue
through 2010. The additional consideration for 2004 is approximately $3.4
million, which is planned to be paid out during the second quarter of 2005
and has been recorded as additional goodwill.

                                     7

<PAGE>
<PAGE>

                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
 ----------------------------------------------------------------------------
                (Dollars in thousands, except per share data)

In connection with the Company's acquisition of Briggs New York Corp.
(Briggs) in 2003, additional cash purchase consideration will be due if
Briggs achieves certain annual operating results for each of the four years
after the acquisition (2003 through 2006). The additional cash purchase
consideration for 2004 was $8,750 and was paid out during the first quarter
of 2005.

NOTE 4. INVENTORIES.  Inventories consist of the following:
<TABLE>
<CAPTION>
                                                            April 30,           May 1,         January 29,
                                                              2005               2004             2005
                                                          -------------     -------------     -------------
<S>                                                       <C>               <C>               <C>
Inventories:
      Finished goods                                      $     206,702     $     183,496     $     258,867
      Work in process                                            32,612            30,085            36,352
      Raw materials                                              35,987            33,803            36,383
                                                          -------------     -------------     -------------
      Total Inventories                                   $     275,301     $     247,384     $     331,602
                                                          =============     =============     =============
      Net of obsolescence reserves of                     $      32,205     $      30,062     $      33,651
                                                          =============     =============     =============
</TABLE>

NOTE 5. GOODWILL AND INTANGIBLE ASSETS. Changes in goodwill and intangible
assets since the beginning of 2005 are as follows:

                                                  Goodwill       Intangibles
                                                 -----------     -----------
Balance as of January 29, 2005                   $   223,982     $   191,958
Changes:
    Contingent purchase price - Briggs                   541               -
    Contingent purchase price - Phat                      97               -
Amortization expense                                       -          (3,201)
                                                 -----------     -----------
Balance as of April 30, 2005                     $   224,620     $   188,757
                                                 ===========     ===========

NOTE 6. DEBT. On October 20, 2004, the Company executed a $400,000 five-year
unsecured, syndicated credit facility (the Credit Agreement). The Credit
Agreement can be used for borrowings and/or letters of credit. Borrowings
under the Credit Agreement bear interest at LIBOR plus a spread ranging from
..60% to 1.25% with such spread depending on the Company's leverage ratio.
The Credit Agreement contains certain customary covenants, which, among
other things, restrict the Company's ability to incur indebtedness, grant
liens, make investments and acquisitions and sell assets. The financial
covenants of the Credit Agreement include requirements that the Company
satisfy an interest coverage ratio and leverage ratio and a net worth
maintenance covenant. It is not expected that any of these provisions will
restrict the Company from normal operations.

At April 30, 2005, there were no borrowings outstanding under this facility.
Letters of credit outstanding under the agreement were $25,017. In addition
to this facility, the Company has $4,787 in outstanding letters of credit
used by its foreign subsidiaries.

During the second quarter of 2004, the Company privately placed $200,000 of
3.50% Convertible Senior Debentures due 2034. The debentures accrue interest
at an annual rate of 3.50%, payable semi-annually until June 15, 2011. After
June 15, 2011, interest will not be paid, but instead the recorded value of
the bonds will increase until maturity. At maturity, the holder will receive
the accreted principal amount which will be equal to the original principal
amount of one thousand dollars per debenture plus the accreted interest. The
conversion and other significant terms for these debentures are set forth in
the Company's amended Form 10-K/A (Amendment No. 2) for the year ended
January 29, 2005.


                                     8

<PAGE>
<PAGE>

                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
 ----------------------------------------------------------------------------
                (Dollars in thousands, except per share data)

NOTE 7. COMPREHENSIVE INCOME. Differences between net earnings and total
comprehensive income resulted from foreign currency translation and
unrecognized impacts of derivative instruments as follows:

                                                 Three months ended
                                               ------------------------
                                                April 30,      May 1,
                                                  2005          2004
                                               ----------   -----------
Net earnings                                   $   11,819    $   26,310

Other comprehensive income (loss):
   Currency translation adjustment                    303          (334)
   Unrecognized gain on derivatives                   183           373
                                               ----------    ----------

   Total comprehensive income                  $   12,305    $   26,349
                                               ==========    ==========

NOTE 8. STOCK OPTION PLANS. On March 10, 2005, the Company granted stock
options to certain officers and other key employees for 491,250 shares of
common stock at an exercise price of $29.18, which was equal to the market
value of the shares on the grant date.

The Company accounts for the stock-based employee compensation plans under
the recognition and measurement principles of Accounting Principles Board
(APB) Opinion 25, Accounting for Stock Issued to Employees, and related
interpretations. The Company has adopted the disclosure-only provisions of
Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for
Stock-Based Compensation, as amended by SFAS No. 148, Accounting for
Stock-Based Compensation-Transition and Disclosure. No stock-based employee
compensation cost is reflected in the Condensed Consolidated Statement of
Earnings, as all options granted under these plans had an exercise price
equal to the market value of the underlying common stock on the date of
grant. The following table illustrates the effect on net income and earnings
per share if the Company had applied the fair value recognition provisions
of SFAS No. 123.

                                                  Three months ended
                                               ------------------------
                                                April 30,      May 1,
                                                  2005          2004
                                               ----------    ----------
Net earnings as reported                       $   11,819    $   26,310
Stock-based employee compensation expense
determined under fair value-based method for
all stock option awards, net of tax effect         (5,246)         (844)
                                               ----------    ----------
Pro-forma net earnings                         $    6,573    $   25,466
                                               ==========    ==========

Earnings per share:
    Basic, as reported                         $     0.43    $     0.97
    Basic, pro-forma                           $     0.24    $     0.94
    Diluted, as reported                       $     0.42    $     0.95
    Diluted, pro-forma                         $     0.24    $     0.91

On March 10, 2005, the Company's Board of Directors approved an acceleration
of the exercisability of all unvested portions of outstanding stock options
granted to employees and executive officers on March 4, 2004, pursuant to
the Kellwood Company 1995 Omnibus Incentive Stock Plan. These options had an
exercise price greatly in excess of the stock price (were underwater), and
were not fully achieving the original objective of incentive compensation.
The acceleration eliminates future compensation expense the Company would
otherwise recognize in its income statement with respect to these options
once SFAS No. 123 (Revised 2004), Share-Based Payment (SFAS No. 123R)
becomes effective in 2006. Due to the significant difference between the
current stock price and the option exercise price, it is unlikely that the
expense otherwise required will accurately reflect compensation received.

There were approximately 455,000 unvested options, having an exercise price
of $42.37 per share, subject to this acceleration (approximately 100,000 of
these options are held by the executive officers). Pro-forma compensation
expense shown above for the three months ended April 30, 2005 includes $4.2
million after tax ($6.2 million before tax) related to the acceleration of
these options. See Note 11 for additional discussion of SFAS No. 123R.


                                     9

<PAGE>
<PAGE>

                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
 ----------------------------------------------------------------------------
                (Dollars in thousands, except per share data)

NOTE 9. EARNINGS PER SHARE. The following is a reconciliation between basic
and diluted earnings per share:

                                                  Three months ended
                                               ------------------------
                                                April 30,      May 1,
                                                  2005          2004
                                               ----------    ----------

Numerator: Net earnings                        $   11,819    $   26,310
                                               ==========    ==========

Denominators (000's):

    Average shares outstanding - Basic             27,759        27,090

    Impact of stock options                           198           742
                                               ----------    ----------

    Average shares outstanding - Diluted           27,957        27,832
                                               ==========    ==========

Basic earnings per share                       $     0.43    $     0.97
                                               ==========    ==========

Diluted earnings per share                     $     0.42    $     0.95
                                               ==========    ==========

NOTE 10. REPORTABLE SEGMENTS. The Company and its subsidiaries are
principally engaged in the apparel and related soft goods industries. The
Company's operations are managed in a number of business units that are
organized around individual product lines and brands. These business units
are aggregated into three major consumer market product groupings along with
General Corporate, which represent the Company's reportable segments. These
segments are:

     o   WOMEN'S SPORTSWEAR designs, merchandises and sells women's
         sportswear sold through leading retailers in all channels of
         distribution. The product line includes blazers, dresses, sweaters,
         blouses, vests, other tops, skirts, pants, and skorts. The business
         is primarily branded goods sold at the popular-to-moderate price
         points, but the segment does include some better plus -- upper
         price point women's sportswear sold principally to small specialty
         stores, regional department stores and catalog houses. A partial
         list of such brands are Sag Harbor(R), Koret(R), Jax(R), David
         Dart(R), Dorby(TM), My Michelle(R), Briggs New York(R), Northern
         Isles(R) and David Brooks(R). Calvin Klein(R), XOXO(R), IZOD(R),
         Liz Claiborne(R) Dresses and Suits, David Meister(TM) and Bill
         Burns(R) are produced under licensing agreements.

     o   MEN'S SPORTSWEAR designs, manufactures and sells men's woven and
         knit shirts, pants and jeans sold to leading department stores,
         catalog houses and national chains. The business is primarily
         private label but also includes a number of branded programs such
         as Slates(R) business casual shirts, sweaters and tops, Nautica(R),
         Claiborne(R) and Dockers(R) dress shirts and Phat(R), Def Jam
         University(TM) and Run Athletics(TM) sportswear.

     o   OTHER SOFT GOODS designs, merchandises and sells intimate apparel,
         infant apparel and recreation products (tents, sleeping bags,
         backpacks and related products). The business is primarily branded
         goods including Kelty(R) and Sierra Design(R) for recreation
         products, Gerber(R) for infant apparel and Oscar de la Renta Pink
         Label(R) for intimate apparel.

     o   GENERAL CORPORATE includes general and administrative expenses at
         the corporate level that are not allocated to the above segments.

Management evaluates the performance of its operating segments separately to
individually monitor the different factors affecting financial performance.
Segment earnings for the three major consumer market product segments
includes substantially all of the segment's costs of production,
distribution and administration.

Segment net assets measures net working capital, net fixed assets and other
noncurrent assets and liabilities of each segment. Goodwill, net
intangibles, debt, cash and certain corporate assets, including capitalized
software, are accounted for at the corporate level and as a result are
included in the General Corporate segment net assets. Amortization of
intangibles is accounted for at the corporate level and is not allocated to
the segments. Capital expenditures exclude the cost of long-lived assets
included in acquisitions accounted for under purchase accounting.


                                     10

<PAGE>
<PAGE>

                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
 ----------------------------------------------------------------------------
                (Dollars in thousands, except per share data)

Sales, segment earnings, and net assets by segment for the three month
periods ended April 30, 2005 and May 1, 2004 are as follows:

                                                  Three months ended
                                               -------------------------
                                                April 30,      May 1,
                                                  2005          2004
                                               -----------   -----------
Net sales:
    Women's Sportswear                         $   360,048   $   437,977
    Men's Sportswear                               164,516       128,157
    Other Soft Goods                               114,815       119,969
                                               -----------   -----------
    Kellwood net sales                         $   639,379   $   686,103
                                               ===========   ===========

Segment earnings:
    Women's Sportswear                         $    18,499   $    44,244
    Men's Sportswear                                11,650        10,704
    Other Soft Goods                                 7,447         7,281
    General Corporate                              (10,558)      (12,555)
                                               -----------   -----------
    Total segments                                  27,038        49,674

Amortization of intangible assets                    3,201         3,466
Interest expense, net                                6,634         6,288
Other (income) and expense, net                       (178)         (180)
                                               -----------   -----------
Earnings before income taxes                   $    17,381   $    40,100
                                               ===========   ===========

Net assets at quarter-end:
    Women's Sportswear                         $   282,886   $   320,896
    Men's Sportswear                               222,818       172,085
    Other Soft Goods                                99,375        89,288
    General Corporate                              119,541       101,425
                                               -----------   -----------
    Continuing Operations                          724,620       683,694
    Discontinued Operations                           (733)       (2,120)
                                               -----------   -----------
    Kellwood total                             $   723,887   $   681,574
                                               ===========   ===========

NOTE 11. NEW ACCOUNTING STANDARDS. During October 2004, the American Jobs
Creation Act of 2004 (the Act) was signed into law. The Act provides a
special one-time deduction of 85% of certain foreign earnings that are
repatriated under a domestic reinvestment plan, as defined therein. The
Company is in the process of completing an analysis of the Internal Revenue
Code regulations arising from the Act and the amount of prior year earnings
eligible for repatriation. Until this analysis is completed and the Company
develops a defined plan for the use of the funds, it is not possible to
determine the amount the Company will repatriate to the U.S. It is expected
that the repatriation will be funded with a combination of foreign
subsidiaries' cash and borrowings. The repatriation is expected to generate
a net tax benefit due to previously provided U.S. tax, which will not be
incurred under the new regulations.

The Company's effective tax rate was lowered in the first quarter of 2005
(32.0% in 2005 versus 34.3% in 2004) as the Company is expected to benefit
from the repatriation of this year's offshore earnings under the Act. The
Company's expectation is that future foreign earnings will be permanently
invested offshore for the foreseeable future. The benefit of the lower tax
rate could change in the future if the composition of domestic and foreign
earnings changes significantly.


                                     11

<PAGE>
<PAGE>

                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
 ----------------------------------------------------------------------------
                (Dollars in thousands, except per share data)

In December 2004, the Financial Accounting Standards Board (FASB) issued
SFAS No. 123R. SFAS No. 123R sets accounting requirements for "share-based"
compensation to employees, requires companies to recognize in the income
statement the grant-date fair value of stock options and other equity-based
compensation issued to employees and disallows the use of the intrinsic
value method of accounting for stock compensation. This statement was to be
effective for all interim and annual reporting periods beginning after June
15, 2005; however, the Securities and Exchange Commission (SEC) adopted a
rule that amends the effective date for SFAS No. 123R. The SEC's new rule
allows companies to implement SFAS No. 123R at the beginning of their next
fiscal year, instead of the next reporting period that begins after June 15,
2005. The Company will adopt SFAS No. 123R using the modified prospective
transition method, which will require the recording of stock option expense
in the statement of earnings beginning on January 29, 2006, the first day of
the first quarter of 2006. The Company expects that stock option expense
will approximate $3.0 million and $1.0 million (both amounts after tax) in
2006 and 2007, respectively. The Company currently accounts for stock-based
compensation under APB Opinion 25, Accounting for Stock Issued to Employees,
and related interpretations, and has adopted the disclosure-only provisions
of SFAS No. 148, Accounting for Stock-Based Compensation-Transition and
Disclosure.

Under APB Opinion 25, the Company has recognized the pro-forma expense for
stock options over the stated vesting period. For employees who are eligible
for retirement, SFAS No. 123R requires the recognition of compensation
expense from the date of grant through the date an employee first becomes
eligible to retire. Upon adoption of SFAS No. 123R on January 29, 2006, the
Company will recognize the remaining unamortized cost of stock options
granted to employees who are eligible to retire. This will result in the
acceleration of $1.5 million (after tax) of compensation expense into the
first quarter of 2006 from the second, third and fourth quarters of 2006 and
from 2007. The $1.5 million of accelerated expense is included in the $3.0
million of expense for 2006 set forth in the prior paragraph.


                                     12

<PAGE>
<PAGE>

                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
 ----------------------------------------------------------------------------
                (Dollars in thousands, except per share data)

NOTE 12. CONDENSED CONSOLIDATING FINANCIAL INFORMATION. On March 15, 2005,
certain of the Company's subsidiaries became guarantors of the Company's
public debt. Each subsidiary guarantor is wholly owned by the Company and
organized in the United States. All guarantees are full and unconditional.
Non-guarantors primarily consist of subsidiaries of the Company, which are
organized outside the United States. The following condensed consolidating
balance sheets, statements of earnings and statements of cash flows have
been prepared using the equity method of accounting in accordance with the
requirements for presentation of such information.

<TABLE>
CONDENSED CONSOLIDATING BALANCE SHEET
APRIL 30, 2005

<CAPTION>
                                        Kellwood
                                         Company      Subsidiary    Subsidiary    Consolidating    Consolidated
                                        (Parent)      Guarantors   Non-Guarantors  Adjustments        Total
                                      -----------    -----------   --------------  -----------     ------------

<S>                                   <C>            <C>             <C>           <C>             <C>
ASSETS
Current Assets:
    Cash and cash equivalents         $   204,768    $     1,930     $   72,545    $         -     $   279,243
    Receivables, net                       72,968        280,891         21,402              -         375,261
    Inventories                           151,493         69,122         54,686              -         275,301
    Current deferred taxes and
     prepaid expenses                      48,022          1,992          4,407              -          54,421
                                      -----------    -----------     ----------    -----------     -----------
      Total current assets                477,251        353,935        153,040              -         984,226
Property, plant and equipment, net         49,723         13,220         30,796              -          93,739
Intercompany (payable) receivable        (934,855)       878,203         56,652              -               -
Intangible assets, net                     10,463        178,294              -              -         188,757
Goodwill                                    5,344        219,276              -              -         224,620
Investments in subsidiaries             1,293,121          1,218              -     (1,294,339)              -
Other assets                               27,141          2,760          4,544              -          34,445
                                      -----------    -----------     ----------    -----------     -----------
Total assets                          $   928,188    $ 1,646,906     $  245,032    $(1,294,339)    $ 1,525,787
                                      ===========    ===========     ==========    ===========     ===========

LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
    Notes payable and current
     portion of long-term debt        $         -    $        94     $        -    $         -     $        94
    Accounts payable                       77,556         42,113         32,272              -         151,941
    Other accrued expenses                 60,719         23,795         12,274              -          96,788
                                      -----------    -----------     ----------    -----------     -----------
      Total current liabilities           138,275         66,002         44,546              -         248,823
Long-term debt                            469,690              -              -              -         469,690
Deferred income taxes and other            69,417         13,822            148              -          83,387
Shareowners' equity                       250,806      1,567,082        200,338     (1,294,339)        723,887
                                      -----------    -----------     ----------    -----------     -----------
Total liabilities and
 shareowners' equity                  $   928,188    $ 1,646,906     $  245,032    $(1,294,339)    $ 1,525,787
                                      ===========    ===========     ==========    ===========     ===========
</TABLE>


                                     13

<PAGE>
<PAGE>

                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
 ----------------------------------------------------------------------------
                (Dollars in thousands, except per share data)

<TABLE>
CONDENSED CONSOLIDATING BALANCE SHEET
MAY 1, 2004

<CAPTION>
                                        Kellwood
                                         Company      Subsidiary    Subsidiary    Consolidating    Consolidated
                                        (Parent)      Guarantors   Non-Guarantors  Adjustments        Total
                                      -----------    -----------   --------------  -----------     ------------

<S>                                   <C>            <C>             <C>           <C>             <C>
ASSETS
Current Assets:
    Cash and cash equivalents         $    16,502    $     9,217     $    46,953   $         -     $    72,672
    Receivables, net                       67,756        299,883          20,678             -         388,317
    Inventories                           117,732         81,327          48,325             -         247,384
    Current deferred taxes and
     prepaid expenses                      59,690          3,466           7,350             -          70,506
                                      -----------    -----------     -----------   -----------     -----------
      Total current assets                261,680        393,893         123,306             -         778,879
Property, plant and equipment, net         52,072         14,694          27,940             -          94,706
Intercompany (payable) receivable        (830,809)       759,733          71,076             -               -
Intangible assets, net                     11,218        216,054              26             -         227,298
Goodwill                                    5,344        181,253               -             -         186,597
Investments in subsidiaries             1,215,481            941               -    (1,216,422)              -
Other assets                               27,756          2,713             781             -          31,250
                                      -----------    -----------     -----------   -----------     -----------
Total assets                          $   742,742    $ 1,569,281     $   223,129   $(1,216,422)    $ 1,318,730
                                      ===========    ===========     ===========   ===========     ===========

LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
    Notes payable and current
     portion of long-term debt        $    17,271    $       225     $       657   $         -     $    18,153
    Accounts payable                       67,277         62,499          22,497             -         152,273
    Other accrued expenses                 69,306         22,865          25,323             -         117,494
                                      -----------    -----------     -----------   -----------     -----------
      Total current liabilities           153,854         85,589          48,477             -         287,920
Long-term debt                            271,760            115               -             -         271,875
Deferred income taxes and other            62,907         14,311             143             -          77,361
Shareowners' equity                       254,221      1,469,266         174,509    (1,216,422)        681,574
                                      -----------    -----------     -----------   -----------     -----------
Total liabilities and
 shareowners' equity                  $   742,742    $ 1,569,281     $   223,129   $(1,216,422)    $ 1,318,730
                                      ===========    ===========     ===========   ===========     ===========
</TABLE>



                                     14

<PAGE>
<PAGE>


                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
 ----------------------------------------------------------------------------
                (Dollars in thousands, except per share data)

<TABLE>
CONDENSED CONSOLIDATING BALANCE SHEET
JANUARY 29, 2005

<CAPTION>
                                        Kellwood
                                         Company      Subsidiary    Subsidiary    Consolidating    Consolidated
                                        (Parent)      Guarantors   Non-Guarantors  Adjustments        Total
                                      -----------    -----------   --------------  -----------     ------------

<S>                                   <C>            <C>             <C>           <C>             <C>
ASSETS
Current Assets:
    Cash and cash equivalents         $   226,294    $     3,278     $    31,823   $         -     $   261,395
    Receivables, net                       85,408        274,890          21,399             -         381,697
    Inventories                           182,270         80,553          68,779             -         331,602
    Current deferred taxes and
     prepaid expenses                      47,262          3,525           4,433             -          55,220
                                      -----------    -----------     -----------   -----------     -----------
      Total current assets                541,234        362,246         126,434             -       1,029,914
Property, plant and equipment, net         50,862         14,045          30,900             -          95,807
Intercompany (payable) receivable        (940,581)       859,671          80,910             -               -
Intangible assets, net                     10,908        181,050               -             -         191,958
Goodwill                                    5,344        218,638               -             -         223,982
Investments in subsidiaries             1,391,231            245               -    (1,391,476)              -
Other assets                               28,200          2,828           5,613             -          36,641
                                      -----------    -----------     -----------   -----------     -----------
Total assets                          $ 1,087,198    $ 1,638,723     $   243,857   $(1,391,476)    $ 1,578,302
                                      ===========    ===========     ===========   ===========     ===========

LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
    Notes payable and current
     portion of long-term debt        $         -    $       149     $         -   $         -     $       149
    Accounts payable                      105,190         50,952          27,614             -         183,756
    Other accrued expenses                 71,039         34,531          24,198             -         129,768
                                      -----------    -----------     -----------   -----------     -----------
      Total current liabilities           176,229         85,632          51,812             -         313,673
Long-term debt                            469,652              5               -             -         469,657
Deferred income taxes and other            67,456         13,842             150             -          81,448
Shareowners' equity                       373,861      1,539,244         191,895    (1,391,476)        713,524
                                      -----------    -----------     -----------   -----------     -----------
Total liabilities and
 shareowners' equity                  $ 1,087,198    $ 1,638,723     $   243,857   $(1,391,476)    $ 1,578,302
                                      ===========    ===========     ===========   ===========     ===========
</TABLE>


                                     15

<PAGE>
<PAGE>

                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
 ----------------------------------------------------------------------------
                (Dollars in thousands, except per share data)

<TABLE>
CONDENSED CONSOLIDATING STATEMENT OF EARNINGS
THREE MONTHS ENDED APRIL 30, 2005

<CAPTION>
                                        Kellwood
                                         Company      Subsidiary    Subsidiary    Consolidating    Consolidated
                                        (Parent)      Guarantors   Non-Guarantors  Adjustments        Total
                                      -----------    -----------   --------------  -----------     ------------

<S>                                   <C>            <C>             <C>           <C>             <C>
Net sales                             $   353,575    $   234,828     $   159,166   $  (108,190)    $   639,379
Costs and expenses:
    Cost of products sold                 296,413        179,477         137,924      (107,601)        506,213
    SG&A                                   56,118         39,013          11,586          (589)        106,128
    Amortization of intangible assets         445          2,756               -             -           3,201
    Interest expense, net                   6,817            (81)           (102)            -           6,634
    Intercompany interest expense, net      1,295         (1,295)              -             -               -
    Other (income) and expense, net            (8)             4            (174)            -            (178)
    Intercompany other (income)/
     expense, net                          11,963        (11,963)              -             -               -
                                      -----------    -----------     -----------   -----------     -----------
Earnings before income taxes              (19,468)        26,917           9,932             -          17,381
Income taxes                               (7,972)        11,147           2,387             -           5,562
Equity in earnings of subsidiaries         23,315            973               -       (24,288)              -
                                      -----------    -----------     -----------   -----------     -----------
Net earnings                          $    11,819    $    16,743     $     7,545   $   (24,288)    $    11,819
                                      ===========    ===========     ===========   ===========     ===========


<CAPTION>
CONDENSED CONSOLIDATING STATEMENT OF EARNINGS
THREE MONTHS ENDED MAY 1, 2004

                                        Kellwood
                                         Company      Subsidiary    Subsidiary    Consolidating    Consolidated
                                        (Parent)      Guarantors   Non-Guarantors  Adjustments        Total
                                      -----------    -----------   --------------  -----------     ------------

<S>                                   <C>            <C>             <C>           <C>             <C>
Net sales                             $   358,924    $   281,620     $   134,880   $   (89,321)    $   686,103
Costs and expenses:
    Cost of products sold                 291,334        211,689         115,819       (89,321)        529,521
    SG&A                                   56,790         37,645          12,473             -         106,908
    Amortization of intangible assets         471          2,984              11             -           3,466
    Interest expense, net                   6,361           (319)            246             -           6,288
    Intercompany interest expense, net        694           (694)              -             -               -
    Other (income) and expense, net            40             62            (282)            -            (180)
    Intercompany other (income)/
     expense, net                          13,896        (13,896)              -             -               -
                                      -----------    -----------     -----------   -----------     -----------
Earnings before income taxes              (10,662)        44,149           6,613             -          40,100
Income taxes                               (3,805)        15,848           1,747             -          13,790
Equity in earnings of subsidiaries         33,167              8               -       (33,175)              -
                                      -----------    -----------     -----------   -----------     -----------
Net earnings                          $    26,310    $    28,309     $     4,866   $   (33,175)    $    26,310
                                      ===========    ===========     ===========   ===========     ===========
</TABLE>


                                     16

<PAGE>
<PAGE>

                       KELLWOOD COMPANY AND SUBSIDIARIES
                       ---------------------------------
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
 ----------------------------------------------------------------------------
                (Dollars in thousands, except per share data)

<TABLE>
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
THREE MONTHS ENDED APRIL 30, 2005

<CAPTION>
                                        Kellwood
                                         Company      Subsidiary    Subsidiary    Consolidating    Consolidated
                                        (Parent)      Guarantors   Non-Guarantors  Adjustments        Total
                                      -----------    -----------   --------------  -----------     ------------

<S>                                   <C>            <C>             <C>           <C>             <C>
NET CASH PROVIDED BY
 (USED IN) OPERATING ACTIVITIES       $    (9,529)   $    17,524     $    17,627   $     5,726     $    31,348
                                      -----------    -----------     -----------   -----------     -----------

INVESTING ACTIVITIES:
Additions to property, plant and
 equipment                                 (2,914)          (340)         (1,608)            -          (4,862)
Acquisitions, net of cash acquired         (8,750)             -               -             -          (8,750)
Subordinated note receivable                1,375              -               -             -           1,375
Dispositions of fixed assets                    1              -             445             -             446
                                      -----------    -----------     -----------   -----------     -----------
Net cash used in
 investing activities                     (10,288)          (340)         (1,163)            -         (11,791)
                                      -----------    -----------     -----------   -----------     -----------

FINANCING ACTIVITIES:

Dividends paid                             (4,445)             -               -             -          (4,445)
Stock transactions under incentive
 plans                                      2,736              -               -             -           2,736
Intercompany dividends                          -        (18,532)         24,258        (5,726)              -
                                      -----------    -----------     -----------   -----------     -----------
Net cash provided by
 (used in) financing activities            (1,709)       (18,532)         24,258        (5,726)         (1,709)
                                      -----------    -----------     -----------   -----------     -----------

Net change in cash and cash
 equivalents                              (21,526)        (1,348)         40,722             -          17,848
Cash and cash equivalents, beginning
 of period                                226,294          3,278          31,823             -         261,395
                                      -----------    -----------     -----------   -----------     -----------
Cash and cash equivalents, end
 of period                            $   204,768    $     1,930     $    72,545   $         -     $   279,243
                                      ===========    ===========     ===========   ===========     ===========
</TABLE>



                                     17

<PAGE>
<PAGE>

                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
 ----------------------------------------------------------------------------
                (Dollars in thousands, except per share data)

<TABLE>
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MAY 1, 2004

<CAPTION>
                                        Kellwood
                                         Company      Subsidiary    Subsidiary    Consolidating    Consolidated
                                        (Parent)      Guarantors   Non-Guarantors  Adjustments        Total
                                      -----------    -----------   --------------  -----------     ------------

<S>                                   <C>            <C>             <C>           <C>             <C>
NET CASH PROVIDED BY
 (USED IN) OPERATING ACTIVITIES       $    (1,883)   $    (6,098)    $     5,307   $    18,304     $    15,630
                                      -----------    -----------     -----------   -----------     -----------

INVESTING ACTIVITIES:
Additions to property, plant and
 equipment                                 (2,647)          (127)         (1,104)            -          (3,878)
Acquisitions, net of cash acquired       (143,473)             -               -             -        (143,473)
Dispositions of fixed assets                  108            583               1             -             692
                                      -----------    -----------     -----------   -----------     -----------
Net cash (used in) provided by
 investing activities                    (146,012)           456          (1,103)            -        (146,659)
                                      -----------    -----------     -----------   -----------     -----------

FINANCING ACTIVITIES:
Proceeds from notes payable and
   short-term borrowings, net              15,657              -               -             -          15,657
Dividends paid                             (4,341)             -               -             -          (4,341)
Stock transactions under incentive
 plans                                     13,230              -               -             -          13,230
Intercompany dividends                          -         13,203           5,101       (18,304)              -
                                      -----------    -----------     -----------   -----------     -----------
Net cash provided by
 (used in) financing activities            24,546         13,203           5,101       (18,304)         24,546
                                      -----------    -----------     -----------   -----------     -----------

Net change in cash and cash
 equivalents                             (123,349)         7,561           9,305             -        (106,483)
Cash and cash equivalents, beginning
 of period                                139,851          1,656          37,648             -         179,155
                                      -----------    -----------     -----------   -----------     -----------
Cash and cash equivalents, end
 of period                            $    16,502    $     9,217     $    46,953   $         -     $    72,672
                                      ===========    ===========     ===========   ===========     ===========
</TABLE>


                                     18

<PAGE>
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
------------------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
(Dollars in Millions, except per share data)

The following discussion is focused on significant changes in financial
condition and results of operations in the condensed consolidated balance
sheet as of April 30, 2005 and May 1, 2004, and in the condensed
consolidated statement of earnings and condensed consolidated statement of
cash flows for the three month periods ended April 30, 2005 and May 1, 2004.
This discussion should be read in conjunction with the audited consolidated
financial statements and accompanying notes included in the Company's
Annual Report to Shareowners on Form 10-K/A (Amendment No. 2) for 2004
(the fiscal year ended January 29, 2005).

OPERATING RESULTS
-----------------

On December 1, 2005, the Company concluded that it was necessary to restate
herein its previously issued condensed consolidated statement of earnings
for the three months ended April 30, 2005 and May 1, 2004, condensed
consolidated statement of cash flows for the three months ended April 30,
2005 and May 1, 2004, and condensed consolidated balance sheet at April 30,
2005, January 29, 2005 and May 1, 2004. The consolidated balance sheet at
January 29, 2005 has been restated in the Annual Report on Form 10-K/A
(Amendment No. 2). This restatement corrects accounting errors detailed
below. Additionally, all affected amounts described in Management's
Discussion and Analysis of Financial Condition and Results of Operations
have been restated.

Accrual of Freight, Duty and Agents' Commission Costs

Prior to the completion of the financial statements for the three and nine
months ended October 29, 2005, the Company determined that it incorrectly
accounted for freight, duty and agents' commission costs related to imports
of goods at a regional accounting center which resulted in the
understatement of accounts payable and cost of products sold. The Company
identified this issue after the regional accounting center was centralized
into the Company's financial services operations in St. Louis and subsequent
review of accounting processes.

After discovering the error, the Company corrected the accounting processes
during the third quarter of 2005 so that there was an appropriate cutoff at
October 29, 2005. Additionally, the Company reviewed the accruals for
freight, duty and agents' commission costs at prior interim and year-end
reporting dates. This review has been completed for the periods necessary to
correctly present all of the periods contained in these unaudited, interim
financial statements on a restated basis.

The accounting error caused an understatement of cost of products sold in
prior periods and a cumulative overstatement of earnings before income taxes
of $8.9 ($5.6 after tax) as of April 30, 2005. The Company has determined
that the accounting error overstated earnings before income taxes for the
three months ended April 30, 2005 by $1.0 ($0.7 after tax) and understated
earnings before income taxes for the three months ended May 1, 2004 by $2.0
($1.3 after tax).

Death Benefits Program

In 2004 the Company determined that it had underaccrued for liabilities
related to a Death Benefit Program that covers three present and nine former
senior executives. This program was initiated in the early 1980's and is
being phased out with no new participants since prior to 2000. Beginning in
2004, the Company began to record an annual charge in the amount necessary
to appropriately state expense in each period. The Company did not record
the past underaccrual at January 31, 2004 as it concluded that it was
immaterial. The accounting error resulted in an understatement of selling,
general and administrative expenses in years prior to 2004 and a cumulative
overstatement of earnings before income taxes of $3.9 ($2.5 after tax) as of
January 31, 2004. Prior to January 31, 2004, deferred income taxes and other
on the Company's balance sheet was understated by $3.9 ($2.5 after tax).

Operating Results

The apparel industry has experienced deflation for many years. As a result,
the Company's past sales growth has come from acquisitions and investment in
new brands and initiatives. Earnings growth has come from the past sales
increases as well as increased operating efficiencies including control over
costs.

The Company has continued to balance and further diversify its portfolio of
brands by adding higher price point consumer brands in addition to
developing its existing better-to-bridge price point brands. As a result of
this shift in growth, the Company will discuss sales by major price points -
better plus, and popular-to-moderate and private label. This is in addition
to the Company's operating and reporting segment discussions.


                                     19

<PAGE>
<PAGE>

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         -----------------------------------------------------------
                    AND RESULTS OF OPERATIONS (continued)
                    -------------------------------------
                (Dollars in Millions, except per share data)

Sales for the first quarter were $639.4, down $46.7, or 6.8%, from $686.1
for the first quarter of 2004. Sales in the popular-to-moderately priced
brands and private label programs declined by $58.2 in the first quarter of
2005 compared to the first quarter of 2004. Most of this decrease occurred
in the Women's Sportswear segment, which saw decreasing sales in the dress
category and the core moderate brands. This decrease was partially offset by
the increase in better plus priced brands of $11.5, primarily in the Men's
Sportswear segment.

The Company's gross margin percentage decreased to 20.8% in the first
quarter of 2005 from 22.8% in the first quarter of 2004 due to competitive
price pressure, higher markdown expense in the first quarter of 2005 as
compared to the first quarter of 2004 as well as a higher mix of lower
margin private label products and customers.

SG&A decreased $0.8 to $106.1 in the first quarter of 2005 from $106.9 in
the first quarter of 2004. The decrease in SG&A was due to a decrease in
overhead in divisions experiencing lower sales partially offset by increased
advertising expense and closing costs related to the Menswear Mexico plant.

SUMMARIZED FINANCIAL DATA for the three-month periods ended April 30, 2005
and May 1, 2004, are as follows (percentages are calculated based on actual
data, but columns may not add due to rounding):

<TABLE>
<CAPTION>
                                                 Amounts                          % of Net Sales
                                    -------------------------------      -------------------------------
                                    April 30,     May 1,    Percent      April 30,     May 1,    % Point
Three months ended                    2005        2004      Change         2005         2004     Change
                                    ---------   ---------   -------      ---------   ---------   -------
<S>                                 <C>         <C>         <C>           <C>         <C>         <C>
Net sales                           $   639.4   $   686.1    (6.8%)        100.0%      100.0%      0.0%
Cost of products sold                   506.2       529.5    (4.4%)         79.2%       77.2%      2.0%
                                    ---------   ---------   ------       --------      ------     -----
Gross profit                            133.2       156.6   (15.0%)         20.8%       22.8%     (2.0%)
SG&A                                    106.1       106.9    (0.7%)         16.6%       15.6%      1.0%
                                    ---------   ---------   ------       --------      ------     -----
Operating earnings before
    amortization (1)                     27.0        49.7   (45.6%)          4.2%        7.2%     (3.0%)
Amortization of intangibles               3.2         3.5    (7.7%)          0.5%        0.5%      0.0%
                                    ---------   ---------   ------       --------      ------     -----
Operating earnings                       23.8        46.2   (48.4%)          3.7%        6.7%     (3.0%)
Interest expense, net                     6.6         6.3     5.5%           1.0%        0.9%      0.1%
Other (income) and
    expense, net                         (0.2)       (0.2)    0.0%           0.0%        0.0%      0.0%
                                    ---------   ---------   ------       --------      ------     -----
Earnings before taxes                    17.4        40.1   (56.7%)          2.7%        5.8%     (3.1%)
Income taxes                              5.6        13.8   (59.7%)          0.9%        2.0%     (1.1%)
                                    ---------   ---------   ------       --------      ------     -----
Net earnings                        $    11.8   $    26.3   (55.1%)          1.8%        3.8%     (2.0%)
                                    =========   =========   ======       ========      ======     =====
Effective tax rate                      32.0%       34.4%
                                    =========   =========

<FN>
(1) Operating earnings before amortization differs from operating earnings
in that it excludes the amortization of intangibles. Operating earnings
before amortization is a non-GAAP measure and should not be considered as an
alternative to operating earnings. Operating earnings before amortization is
the primary measure used by management to evaluate the Company's performance
as well as the performance of the Company's business units and segments.
Management believes the comparison of operating earnings before amortization
between periods is useful in showing the interaction of changes in gross
profit and SG&A without inclusion of the amortization of intangibles, the
change in which is explained elsewhere. The subtotal of operating earnings
before amortization may not be comparable to any similarly titled measure
used by another company.
</TABLE>

SEASONALITY: Kellwood's businesses are seasonal and are impacted by the
general seasonal trends characteristic of the apparel industry. The Company
generally sells its products prior to the principal retail selling seasons:
spring, summer, fall and holiday. Sales and earnings have historically been
higher in the second half of the fiscal year. As the timing of shipment of
products may vary from year to year, the result for any particular quarter
may not be indicative of results for the full year.

SALES for the first quarter of 2005 were $639.4, decreasing $46.7 or 6.8%
versus last year. The decrease in sales was primarily due to sales declines
in the popular-to-moderately priced and private label brands, primarily in
the Women's Sportswear segment, partially offset by a sales increase in the
better plus price point brands, primarily in the Men's Sportswear segment.


                                     20

<PAGE>
<PAGE>

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         -----------------------------------------------------------
                    AND RESULTS OF OPERATIONS (continued)
                    -------------------------------------
                (Dollars in Millions, except per share data)

GROSS PROFIT for the first quarter of 2005 was $133.2 or 20.8% of sales,
representing a decrease of $23.4 or 2.0% of sales versus $156.6 or 22.8% of
sales reported in the first quarter of last year. The decline in the
Company's gross margin rate for the three months ended April 30, 2005,
resulted from competitive price pressure, higher markdown expense in the
first quarter of 2005 as compared to the first quarter of 2004 as well as a
higher mix of lower margin private label products and customers.

SG&A EXPENSE for the first quarter of 2005 decreased $0.8 compared to the
first quarter of 2004 due to a decrease in overhead in divisions
experiencing lower sales partially offset by increased advertising expense
and closing costs related to the Menswear Mexico plant. SG&A expense as a
percentage of sales increased to 16.6% in the first quarter of 2005 from
15.6% in the first quarter of 2004 due to a decrease in sales.

AMORTIZATION of intangible assets remained relatively consistent at $3.2 for
the first quarter of 2005 compared to $3.5 for the first quarter of 2004.

INCOME TAXES. The Company's effective tax rate for the first quarter of 2005
was 32.0% compared to 34.4% in the first quarter of 2004. The tax rate was
lowered in the first quarter as the Company is able to benefit from a
combination of this year's repatriation of offshore earnings allowed under
the newly enacted American Jobs Creation Act of 2004 and the Company's
expectation that future foreign earnings will be permanently invested
offshore. See financial statement Note 11.

SEGMENT RESULTS
---------------
The Company and its subsidiaries are principally engaged in the apparel and
related soft goods industry. The Company's business units are aggregated
into the following reportable segments:
     o    Women's Sportswear,
     o    Men's Sportswear,
     o    Other Soft Goods, and
     o    General Corporate.

Sales and segment earnings by segment were as follows (amounts are presented
based on actual data, therefore columns may not add due to rounding):

<TABLE>
<CAPTION>
                                          Three months ended
                                    -------------------------------
                                    April 30,     May 1,
Net sales                             2005         2004      Change
---------                           ---------   ---------   -------
<S>                                 <C>         <C>          <C>
     Women's Sportswear             $   360.0   $   438.0    (17.8%)
     Men's Sportswear                   164.5       128.2     28.4%
     Other Soft Goods                   114.8       120.0     (4.3%)
                                    ---------   ---------   -------
     Total net sales                $   639.4   $   686.1     (6.8%)
                                    =========   =========   =======

<CAPTION>
                                      Three months ended - amounts     Three months ended - % of net sales
                                    -------------------------------    -----------------------------------
                                    April 30,     May 1,    Percent     April 30,      May 1,     % Point
Segment earnings                      2005         2004      Change       2005         2004       Change
----------------                    ---------   ---------   -------     ---------     -------     -------
<S>                                 <C>         <C>          <C>             <C>        <C>         <C>
     Women's Sportswear             $    18.5   $    44.2    (58.2%)         5.1%       10.1%       (5.0%)
     Men's Sportswear                    11.7        10.7      8.8%          7.1%        8.4%       (1.3%)
     Other Soft Goods                     7.4         7.3      2.3%          6.5%        6.1%        0.4%
     General Corporate                  (10.6)      (12.6)   (15.9%)           NM          NM          NM
                                    ---------   ---------   -------     ---------     -------     -------
     Segment earnings               $    27.0   $    49.7    (45.6%)         4.2%        7.2%       (3.0%)
                                    =========   =========   =======     =========     =======     =======

<FN>
     NM - Not meaningful
</TABLE>


                                     21

<PAGE>
<PAGE>

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         -----------------------------------------------------------
                    AND RESULTS OF OPERATIONS (continued)
                    -------------------------------------
                (Dollars in Millions, except per share data)

WOMEN'S SPORTSWEAR. Sales for the first quarter of 2005 were $360.0
decreasing $78.0 or 17.8% versus the first quarter of last year. The
decrease in sales was due to two factors: the decreased dress market and
reduced orders for some of the Company's traditionally styled moderately
priced brands. The dress market has shrunk dramatically with some of the
Company's customers having either dropped the category altogether or
significantly cut open-to-buy. This has been an ongoing issue, and the
Company has responded by discontinuing some of the smaller dress brands and
consolidating all operations into one business unit.

Segment earnings for the first quarter of 2005 were $18.5, down $25.7 from
last year. Besides the decline in segment sales, segment earnings were also
adversely impacted by a 1.6 percentage point decline in gross margin as a
percent of sales related to markdown support provided to customers and
higher off-price sales in the first quarter of 2005 versus the first quarter
of 2004.

MEN'S SPORTSWEAR. Sales for the first quarter of 2005 were $164.5,
increasing $36.3 or 28.4% versus $128.2 in the first quarter of 2004. The
sales increase was due to improvement in private label shirts and jeans as
well as growth from the upper moderate to better priced brands. In addition,
the Phat Farm sportswear wholesale business, which the Company began selling
in the second quarter of 2004, contributed to the year-over-year sales
growth.

Segment earnings for the first quarter of 2005 were $11.7, up $1.0 from last
year. The increase in earnings was primarily due to the earnings of the Phat
Farm sportswear wholesale business, which did not begin in 2004 until the
second quarter. The small year-to-year increase in segment earnings as
compared to the strong growth in sales was due to a decrease in gross profit
as a percent of sales primarily within the private label programs and $1.0
in closing costs related to the Menswear Mexico plant.

OTHER SOFT GOODS. The Other Soft Goods segment is composed of three product
categories: Intimate Apparel, Gerber Childrenswear and American Recreation
Products. Sales for the first quarter of 2005 were $114.8, decreasing $5.2
or 4.3% versus the first quarter of 2004. Increased sales from Gerber
Childrenswear were more than offset by lower sales in Intimate Apparel
private label and American Recreation Products businesses.

Segment earnings for the first quarter of 2005 were consistent at $7.4
compared to $7.3 in the first quarter of 2004. Segment earnings remained
consistent despite the decrease in sales due to an increase in gross margin
related to product mix and a slight decrease in SG&A resulting from improved
expense control.

GENERAL CORPORATE expense for the first quarter of 2005 was $10.6, down $2.0
from $12.6 in the first quarter of 2004. The decrease was primarily due to
decreased compensation expense.

FINANCIAL CONDITION
-------------------
Cash flow from operations continues to be the Company's primary source of
funds to finance operating needs, capital expenditures, debt service and
acquisitions. The Company uses financial leverage to minimize the overall
cost of capital and maintain adequate operating and financial flexibility.
Management monitors leverage through its debt-to-capital ratio (defined as
total debt divided by the sum of total debt and total shareholders' equity,
or total capital). As of April 30, 2005, the Company's debt-to-capital ratio
was 39.4% up 9.5% from May 1, 2004 and down 0.3% from January 29, 2005. The
increase from May 1, 2004 was due to the privately placed convertible debt
discussed below.

NET CASH PROVIDED BY OPERATING ACTIVITIES increased to $31.3 for the three
months ended April 30, 2005 from $15.6 for the three months ended May 1,
2004. This $15.7 increase was primarily driven by the change in working
capital as discussed below.


                                     22

<PAGE>
<PAGE>


         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         -----------------------------------------------------------
                    AND RESULTS OF OPERATIONS (continued)
                    -------------------------------------
                (Dollars in Millions, except per share data)

WORKING CAPITAL is significantly influenced by sales patterns, which are
highly seasonal. Inventories, accounts payable and accrued expenses are
highly dependent upon sales levels and order lead times. Receivable levels
are driven by recent months' sales and customer payment experience. The
working capital fluctuations from January 29, 2005 to April 30, 2005 are
primarily a result of seasonality of the Company's businesses.

Accounts receivable decreased $13.0 to $375.3 at April 30, 2005 from $388.3
at May 1, 2004 primarily due to decreased sales partially offset by the
accounts receivable associated with the Phat Farm sportswear wholesale
business and the increase in days sales outstanding. Days sales outstanding
were 55 days as of April 30, 2005 compared to 51 days at May 1, 2004. The
increase in days sales outstanding was due to increased sales to off-price
customers who have longer terms and earlier settlement of markdown support
with customers.

Inventories increased $27.9 to $275.3 at April 30, 2005 from $247.4 at May
1, 2004. Days supply now stands at 62 days compared to 58 days at May 1,
2004. The increase in inventories is primarily due to increased days supply
driven by less than expected sales.

Accounts payable and accrued expenses decreased $21.1 to $248.7 at April 30,
2005 from $269.8 at May 1, 2004 primarily as a result of a decrease in
inventory purchases at the end of the first quarter and a decrease in
accrued compensation.

NET CASH USED IN INVESTING ACTIVITIES decreased to $11.8 for the three
months ended April 30, 2005 from $146.7 for the three months ended May 1,
2004. The decrease was primarily due to the acquisition of Phat Fashions,
LLC and Phat Licensing, LLC in the first quarter of 2004. The majority of
the $11.8 of cash used in investing activities for the three months ended
April 30, 2005 was due to the additional cash purchase consideration paid to
Briggs New York Corp. in the first quarter of 2005.

The Company continually evaluates possible acquisition candidates as a part
of its ongoing corporate development process. Various potential acquisition
candidates are in different stages of this process. Management believes that
the combined current cash, cash generated from operations and availability
under credit facilities will continue to provide the capital flexibility
necessary to fund future opportunities and to meet existing obligations.

NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES decreased to ($1.7) for
the three months ended April 30, 2005 from $24.5 for the three months ended
May 1, 2004. The $26.2 change was primarily due to proceeds from the
Company's short-term borrowings in the first quarter of 2004 that were not
necessary in the first quarter of 2005 as well as a decrease of stock
transactions in the Company's stock incentive plans during the first quarter
of 2005.

During the second quarter of 2004, the Company privately placed $200 of
3.50% Convertible Senior Debentures. The debentures will mature on June 15,
2034, unless earlier converted, redeemed or repurchased by the Company. The
Company intends to use the proceeds from the offering for general corporate
purposes, which may include future acquisitions (see financial statement
Note 6). This contributed to the overall increase in cash between the first
quarter of 2004 and the first quarter of 2005.

On October 20, 2004, the Company executed a $400 five-year unsecured,
syndicated credit facility (the Credit Agreement). The Credit Agreement can
be used for borrowings and/or letters of credit. Borrowings under the Credit
Agreement bear interest at LIBOR plus a spread ranging from .60% to 1.25%
with such spread depending on the Company's leverage ratio. The Credit
Agreement replaces the Company's previous agreement, dated April 30, 2002,
that was set to expire in May 2005 (see financial statement Note 6). At
April 30, 2005, there were no borrowings outstanding under this facility.
Letters of credit outstanding under the agreement were $25.0. In addition to
this facility, the Company has $4.8 in outstanding letters of credit used by
its foreign subsidiaries.

CASH AND CASH EQUIVALENTS increased $206.5 to $279.2 at April 30, 2005 from
$72.7 at May 1, 2004. This increase was due to the proceeds from the
Company's issuance of $200 in convertible debentures and positive cash flow
from operations.


                                     23

<PAGE>
<PAGE>


         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         -----------------------------------------------------------
                    AND RESULTS OF OPERATIONS (continued)
                    -------------------------------------
                (Dollars in Millions, except per share data)

CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE RESULTS
-----------------------------------------------------------------
This Quarterly Report contains statements which, to the extent they are not
statements of historical or present fact, constitute "forward-looking
statements" within the meaning of the Securities Act of 1933, the Securities
Exchange Act of 1934 and the Private Securities Litigation Reform Act of
1995. These forward-looking statements represent the Company's expectations
or beliefs concerning future events and are based on various assumptions and
subject to a wide variety of risks and uncertainties. Although the Company
believes that its expectations reflected in the forward-looking statements
are reasonable, it cannot and does not give any assurance that such
expectations will prove to be correct.

The Company's forward-looking statements are based on certain assumptions,
and the Company's operations are subject to various risks and uncertainties.
Any one of these factors or any combination of these factors could
materially affect the results of the Company's operations and cause actual
results to differ materially from the Company's expectations. These factors
include but are not limited to:

     o   changes in the retail environment. With the growing trend towards
         retail trade consolidation, the Company is increasingly dependent
         upon key retailers whose bargaining strength and share of the
         Company's business is growing. Accordingly, the Company faces
         greater pressure from these customers to provide more favorable
         trade terms. The Company can be negatively affected by changes in
         the policies or negotiating positions of its customers. The
         inability of the Company to develop satisfactory programs and
         systems to satisfy these customers could adversely affect operating
         results in any reporting period;

     o   the economic effects of safeguards, if any, put in place on Chinese
         imports into the U.S.;

     o   changes in the relative performance of the Company's business units
         that could have an adverse impact on the business units' forecasted
         cash flows, resulting in goodwill impairment charges;

     o   changes in trends in the market segments in which the Company competes;

     o   the performance of the Company's products within the prevailing retail
         environment;

     o   customer acceptance of both new designs and newly introduced product
         lines;

     o   actions of competitors that may impact the Company's business;

     o   financial or operational difficulties encountered by customers or
         suppliers;

     o   the economic impact of uncontrollable factors, such as terrorism and
         war;

     o   disruptions to transportation systems or shipping lanes used by the
         Company or its suppliers;

     o   continued satisfactory relationships with licensees and licensors
         of trademarks and brands;

     o   ability to generate sufficient sales and profitability related to
         licensing agreements that contain significant minimum royalty
         payments;

     o   the impact of economic changes such as:
         -   the overall level of consumer spending for apparel,
         -   national and regional economic conditions,
         -   inflation or deflation,
         -   changes in oil prices, including their impact on fabric prices
             and/or transportation costs,
         -   currency exchange fluctuations,
         -   changes in interest rates and other capital market conditions;

     o   stable governments and business conditions in the nations where the
         Company's products are manufactured;

     o   health or other issues that could affect the free-flow of people
         and goods between nations where the Company's products are
         manufactured;

     o   the scope, nature or impact of acquisition activity and the ability to
         effectively integrate acquired operations; and

     o   changes in the Company's plans, strategies, objectives, expectations
         and intentions which may happen at any time at the discretion of the
         Company.


                                     24

<PAGE>
<PAGE>

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         -----------------------------------------------------------
                    AND RESULTS OF OPERATIONS (continued)
                    -------------------------------------
                (Dollars in Millions, except per share data)

The reader is also directed to the Company's periodic filings with the
Securities and Exchange Commission for additional factors that may impact
the Company's results of operations and financial condition.

The words "believe", "expect", "will", "estimate", "project", "forecast",
"planned", "should", "anticipate" and similar expressions may identify
forward-looking statements. Additionally, all statements other than
statements of historical facts included in this Form 10-Q/A are
forward-looking.

Forward-looking statements are not guarantees, as actual results could
differ materially from those expressed or implied in forward-looking
statements. The Company specifically disclaims any obligation to publicly
update, modify, retract or revise any forward-looking statements, whether as
a result of new information, future events or otherwise. All forward-looking
statements contained herein, the entire contents of the Company's website,
and all subsequent written and oral forward-looking statements attributable
to the Company or persons acting on its behalf, are expressly qualified in
their entirety by this cautionary statement.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------------------------------------------------------------------

At April 30, 2005, the Company's debt portfolio was composed of 100%
fixed-rate debt. Kellwood's strategy regarding management of its exposure to
interest rate fluctuations did not change significantly during the quarter.
Management does not expect any significant changes in its exposure to
interest rate fluctuations or in how such exposure is managed during 2005.

Based on quoted market prices obtained through independent pricing sources
for the same or similar types of borrowing arrangements, the Company's
long-term debt has a market value that approximates its book value at April
30, 2005. With respect to the Company's fixed-rate debt outstanding at April
30, 2005, a 10% increase in interest rates would have resulted in
approximately a $22.9 decrease in the market value of Kellwood's fixed-rate
debt; a 10% decrease in interest rates would have resulted in approximately
a $24.8 increase in the market value of Kellwood's fixed-rate debt.

In addition, the Company does not believe that foreign currency risk,
commodity price or inflation risk are expected to be material to the
Company's business or its consolidated financial position, results of
operations or cash flows.


                                     25

<PAGE>
<PAGE>

ITEM 4. CONTROLS AND PROCEDURES
-------------------------------

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed in the Company's
periodic Securities Exchange Act of 1934 reports is recorded, processed,
summarized and reported within the time periods specified in the Securities
and Exchange Commission's (SEC) rules and forms and that such information is
accumulated and communicated to the Company's management, including its
Chief Executive Officer and Chief Financial Officer, as appropriate, to
allow timely decisions regarding required disclosures.

As discussed in financial statement Note 2, included herein are amended
condensed consolidated financial statements, which include the effects of
the restatement for the three months ended April 30, 2005 and May 1, 2004,
and the year ended January 29, 2005. In addition, management of the Company
has amended its Form 10-Q for the quarterly period ended July 30, 2005 and
its Form 10-K for the year ended January 29, 2005, to restate the Company's
consolidated financial statements and to restate Management's Report on
Internal Control Over Financial Reporting. The determination to restate
these consolidated financial statements was made as a result of management's
identification of accounting errors resulting from accounting methods used
at a regional accounting center to accrue for freight, duty and agents'
commission costs related to imports of goods. This resulted in the
understatement of cost of products sold and current liabilities. The Company
identified this issue during the third quarter of 2005 after the regional
accounting center was centralized into the Company's financial services
operations in St. Louis and subsequent review of accounting processes.

A material weakness is a control deficiency, or combination of control
deficiencies, that results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will not be
prevented or detected. As of January 29, 2005, the Company did not maintain
effective controls over the completeness and accuracy of accruals for
freight, duty and agents' commission costs. Specifically, effective controls
were not designed and in place to ensure the complete and accurate
period-end accruals for freight, duty and agents' commission costs by the
regional accounting center, which affected accounts payable and costs of
products sold. This control deficiency resulted in the restatement of the
Company's fiscal 2004 and fiscal 2003 annual consolidated financial
statements and interim condensed consolidated financial statements for
quarterly periods ended July 30, 2005, April 30, 2005, and all quarterly
periods in the years ended January 29, 2005 and January 31, 2004.
Additionally, this control deficiency, until remediated, could result in a
misstatement to the aforementioned accounts that would result in a material
misstatement to the annual or interim consolidated financial statements that
would not be prevented or detected. Accordingly, management has determined
that this control deficiency constituted a material weakness. This material
weakness continues to exist as of April 30, 2005.

Management of the Company, under the direction of its Chief Executive
Officer and its Chief Financial Officer, has evaluated the effectiveness of
its disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934) as of April 30, 2005.
Based upon this evaluation and as a result of the material weakness
discussed above, the Company's management, including its Chief Executive
Officer and Chief Financial Officer, concluded that its disclosure controls
and procedures were not effective as of April 30, 2005. Notwithstanding the
material weakness discussed above, the Company's management has concluded
that the financial statements included in this Form 10-Q/A fairly present in
all material respects the Company's financial position, results of
operations and cash flows for the periods presented in conformity with
generally accepted accounting principles.


                                     26

<PAGE>
<PAGE>

ITEM 4. CONTROLS AND PROCEDURES (CONTINUED)
-------------------------------------------

Management's Consideration of the Restatement

In coming to the conclusion that the Company's disclosure controls and
procedures and internal control over financial reporting were not effective
as of April 30, 2005, management considered the restatement and material
weakness described above. In addition, management considered among other
things, the restatement related to the death benefits program as disclosed
in financial statement Note 2 to the accompanying condensed consolidated
financial statements included in this Form 10-Q/A. After reviewing and
analyzing the SEC's Staff Accounting Bulletin ("SAB") No. 99, Materiality,
paragraph 29 of Accounting Principles Board Opinion No. 28, Interim
Financial Reporting, and SAB Topic 5F, Accounting Changes Not Retroactively
Applied Due to Immateriality, and taking into consideration (i) that the
death benefits program restatement adjustment did not have a material impact
on the consolidated financial statements of prior interim or annual periods
taken as a whole; (ii) that the cumulative impact of the death benefits
program restatement adjustment on shareowners' equity was not material to
the consolidated financial statements of prior interim or annual periods;
and (iii) that the Company decided to restate its previously issued
consolidated financial statements for the death benefits program adjustment
solely because it is already restating previously issued consolidated
financial statements for the freight, duty and agents' commission costs
adjustment described above, management concluded that the control deficiency
that resulted in the death benefits program restatement adjustment did not
constitute a material weakness in internal control over financial reporting.

Remediation of Material Weakness

After identifying the material weakness during the third quarter of 2005,
management took the following steps with respect to the control deficiency
set forth above:

     o   Completed comprehensive walkthroughs of the business processes for
         accruing freight, duty and agents' commission costs at all business
         units.

     o   Taken action to reassign responsibilities to ensure proper review
         of the freight, duty and agents' commission costs accruals at the
         affected business units.

     o   Changed accounting processes relative to the affected business
         units, as necessary, such that accruals for these items will be
         matched against inventory received.

Additionally, management is in the process of taking or will take the
following steps:

     o   Making presentations to all business unit Chief Financial
         Executives covering the proper analysis and processes in these
         areas.

     o   Standardizing the accounting for the absorption and accrual of
         inventory related freight, duty and agents' commission costs within
         the standard cost systems.

     o   Consolidating all remaining business unit or regional accounting
         departments into the St. Louis Financial Services group.

     o   Automating the process of matching accruals for these items against
         inventory received.

The changes in the Company's internal controls over financial reporting
described in the preceding paragraph are being implemented subsequent to the
quarter ended April 30, 2005.

Changes in Internal Control over Financial Reporting

There were no changes in the Company's internal control over financial
reporting during the first quarter of fiscal year 2005 that has materially
affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.


                                     27

<PAGE>
<PAGE>

PART II.  OTHER INFORMATION
---------------------------

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
-------------------------------------------------------------------

In September 2000, the Board of Directors authorized the Company to
repurchase up to an additional ten percent of the outstanding shares of its
Common Stock (up to approximately 2.27 million shares) in the open market or
through privately negotiated transactions at management's discretion and
depending on market conditions. No purchases have been made pursuant to this
authorization nor are any planned at this point in time. Management believes
that available funds are best invested in acquisitions and other growth
strategies.

The Company has two stock option plans (one for employees and one for
non-employee directors) and a corporate development incentive plan, all of
which are publicly announced plans. Under these plans, the Company can
repurchase previously owned shares from employees to cover the exercise
price of the options or employee tax liabilities. The table below summarizes
stock repurchases under these plans.

                      Total Number of          Average Price
    Fiscal Month      Shares Purchased         Paid per Share
--------------------  ----------------         --------------
February                        16,291         $        28.75
April                            4,575                  28.86
                      ----------------         --------------
Total                           20,866         $        28.77
                      ================         ==============

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-----------------------------------------------------------

At the June 2, 2005 Annual Meeting of Shareowners, the following matters
were voted on by shareowners:

     o   Five Directors were elected to serve two-year terms. The tabulation
         was as follows:

         Directors                   Shares Voted For           Shares Withheld
         -----------------           ----------------           ---------------
         Robert J. Baer                    23,636,402                 2,533,115
         Kitty G. Dickerson, Ph.D.         22,972,364                 3,197,153
         Jerry M. Hunter                   12,867,346                13,302,171
         Larry R. Katzen                   21,923,568                 4,245,949
         Harvey A. Weinberg                23,632,084                 2,537,433

         In addition, Janice E. Page was elected to serve a one-year term with
         23,566,002 shares voted for and 2,603,515 shares withheld.

         Other directors whose term of office continued after the meeting are
         as follows:
            Martin Bloom
            Robert C. Skinner, Jr.
            Hal J. Upbin

     o   Shareowners approved the Long-Term Incentive Plan of 2005. The
         tabulation was as follows:

         Shares Voted For  Shares Against  Shares Abstaining  Broker Non-Votes
         ----------------  --------------  -----------------  ----------------

               17,565,392       6,046,685            388,971         2,168,469

     o   Shareowners approved the 2005 Stock Plan for Non-Employee Directors.
         The tabulation was as follows:

         Shares Voted For  Shares Against  Shares Abstaining  Broker Non-Votes
         ----------------  --------------  -----------------  ----------------

               18,050,437       5,559,069            391,541         2,168,470

     o   Shareowners rejected a shareowner proposal that requested that the
         Board of Directors establish an Office of the Board of Directors to
         enable direct communications on corporate governance matters, including
         meetings, between non-management directors and shareowners. The
         tabulation was as follows:

         Shares Voted For  Shares Against  Shares Abstaining  Broker Non-Votes
         ----------------  --------------  -----------------  ----------------

                1,067,607      22,883,044             50,398         2,168,468


                                     28

<PAGE>
<PAGE>

ITEM 6. EXHIBITS
----------------

<TABLE>
<CAPTION>
         S.E.C. Exhibit
         Reference No.    Description
         --------------   -----------

<S>                       <C>
                10.21*    Form of Long-Term Incentive Plan of 2005, incorporated herein by reference to
                          Exhibit 99.1 of Form 8-K filed June 3, 2005, SEC File No. 1-7340.

                10.22*    Form of 2005 Stock Plan for Non-Employee Directors, incorporated herein by
                          reference to Exhibit 99.2 of Form 8-K filed June 3, 2005, SEC File No. 1-7340.

                10.23*    Consulting Agreement dated June 1, 2005, between Kellwood Company and Hal J.
                          Upbin, incorporated herein by reference to Exhibit 99.3 of Form 8-K filed June
                          3, 2005, SEC File No. 1-7340.

                10.24*    Employment Agreement dated June 1, 2005, between Kellwood Company and Robert C.
                          Skinner, Jr., incorporated herein by reference to Exhibit 99.4 of Form 8-K filed
                          June 3, 2005, SEC File No. 1-7340.

                10.25*    Form of Deferred Stock Units Agreement, incorporated herein by reference to
                          Exhibit 99.6 of Form 8-K filed June 3, 2005, SEC File No. 1-7340.

                10.26*    Amendment to annual compensation term sheet dated June 1, 2005, between Kellwood
                          Company and W. Lee Capps III, incorporated herein by reference to Item 1.01,
                          subsection E of Form 8-K filed June 3, 2005, SEC File No. 1-7340.

                31.1      Certification of Chief Executive Officer pursuant to Section 302 of the
                          Sarbanes-Oxley Act of 2002, filed herewith.

                31.2      Certification of Chief Financial Officer pursuant to Section 302 of the
                          Sarbanes-Oxley Act of 2002, filed herewith.

                32        Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
                          furnished herewith.

<FN>
* Denotes management contract or compensatory plan.
</TABLE>


                                     29

<PAGE>
<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.

KELLWOOD COMPANY


January 13, 2006         /s/ W. Lee Capps III
                         ---------------------------------------------------
                         W. Lee Capps III
                         Chief Operating Officer and Chief Financial Officer
                         (Principal Financial Officer)

January 13, 2006         /s/ Gregory W. Kleffner
                         ---------------------------------------------------
                         Gregory W. Kleffner
                         Vice President Finance and Controller
                         (Principal Accounting Officer)


                                     30