<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 July 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
                                               ---   ---

Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). YES    NO X
                                       ---   ---

Number of shares of common stock, par value $.01, outstanding at July 30,
2005 (only one class): 27,843,760.


                                     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
and six months ended July 30, 2005 (the Original Filing), which was filed
with the Securities and Exchange Commission (the SEC) on September 8, 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 July 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 first 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 Operations             4
                 Condensed Consolidated Statement of Cash Flows             5
                 Notes to Condensed Consolidated Financial Statements    6-23

         Item 2. Management's Discussion and Analysis of
                   Financial Condition and Results of Operations        24-39

         Item 3. Quantitative and Qualitative Disclosures about
                   Market Risk                                             39

         Item 4. Controls and Procedures                                40-41


PART II.         OTHER INFORMATION

         Item 2. Unregistered Sales of Equity Securities and Use of
                   Proceeds                                                42

         Item 6. Exhibits                                                  42



                                     2

<PAGE>
<PAGE>

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

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

<CAPTION>
                                                                July 30,            July 31,
                                                                  2005               2004             January 29,
                                                              (Unaudited)         (Unaudited)            2005
                                                            ---------------     ---------------     ---------------
                                                              Restated -           Restated -         Restated -
                                                              see Note 2           see Note 2         see Note 2

<S>                                                         <C>                 <C>                 <C>
ASSETS
------
Current assets:
    Cash and cash equivalents                               $       293,170     $       262,508     $       261,395
    Receivables, net                                                375,365             341,820             381,697
    Inventories                                                     282,516             346,761             331,602
    Current deferred taxes and prepaid expenses                      73,475              69,772              55,220
                                                            ---------------     ---------------     ---------------
         Total current assets                                     1,024,526           1,020,861           1,029,914

Property, plant and equipment, net                                   81,833              95,745              95,807
Intangible assets, net                                              165,264             223,833             191,958
Goodwill                                                            195,341             185,508             223,982
Other assets                                                         28,583              37,057              36,641
                                                            ---------------     ---------------     ---------------
Total assets                                                $     1,495,547     $     1,563,004     $     1,578,302
                                                            ===============     ===============     ===============


LIABILITIES AND SHAREOWNERS' EQUITY
-----------------------------------
Current liabilities:
    Current portion of long-term debt                       $            33     $           252     $           149
    Accounts payable                                                195,517             211,182             183,756
    Accrued salaries and employee benefits                           36,829              40,931              43,787
    Other accrued expenses                                           79,252              70,869              85,981
                                                            ---------------     ---------------     ---------------
         Total current liabilities                                  311,631             323,234             313,673

Long-term debt                                                      469,729             469,653             469,657
Deferred income taxes and other                                      72,341              81,241              81,448

Shareowners' equity:
    Common stock                                                    271,746             269,776             270,264
    Retained earnings                                               479,378             531,934             555,387
    Accumulated other comprehensive income (loss)                   (10,529)            (12,147)            (11,396)
    Less treasury stock, at cost                                    (98,749)           (100,687)           (100,731)
                                                            ---------------     ---------------     ---------------
         Total shareowners' equity                                  641,846             688,876             713,524
                                                            ---------------     ---------------     ---------------

Total liabilities and shareowners' equity                   $     1,495,547     $     1,563,004     $     1,578,302
                                                            ===============     ===============     ===============


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


                                     3

<PAGE>
<PAGE>


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

<CAPTION>
                                                          Three Months Ended                   Six Months Ended
                                                   --------------------------------    ------------------------------
                                                      July 30,          July 31,         July 30,          July 31,
                                                        2005              2004             2005              2004
                                                   -------------     -------------     ------------      ------------
                                                     Restated -        Restated -       Restated -        Restated -
                                                     see Note 2        see Note 2       see Note 2        see Note 2

<S>                                                <C>               <C>               <C>               <C>
Net sales                                          $     561,837     $     560,467     $  1,201,215      $  1,246,570

Costs and expenses:
    Cost of products sold                                517,608           440,003        1,023,821           969,524
    Selling, general and
     administrative expenses                              94,857            99,326          200,985           206,234
    Amortization of intangible assets                      3,206             3,465            6,407             6,931
    Impairment, restructuring and
     related non-recurring charges                        71,862                 -           71,862                 -
    Interest expense, net                                  5,911             6,752           12,545            13,039
    Other (income) and expense, net                         (334)             (694)            (513)             (873)
                                                   -------------     -------------     ------------      ------------

(Loss) earnings before income taxes                     (131,273)           11,615         (113,892)           51,715

Income tax (benefit) provision                           (52,340)            3,869          (46,778)           17,659
                                                   -------------     -------------     ------------      ------------

Net (loss) earnings                                $     (78,933)    $       7,746     $    (67,114)     $     34,056
                                                   =============     =============     ============      ============

Weighted average shares outstanding:
    Basic                                                 27,812            27,585           27,785            27,336
                                                   =============     =============     ============      ============
    Diluted                                               27,812            28,150           27,785            27,990
                                                   =============     =============     ============      ============

(Loss) earnings per share:
    Basic                                          $       (2.84)    $        0.28     $      (2.42)     $       1.25
                                                   =============     =============     ============      ============
    Diluted                                        $       (2.84)    $        0.28     $      (2.42)     $       1.22
                                                   =============     =============     ============      ============
Dividends paid per share                           $        0.16     $        0.16     $       0.32      $       0.32
                                                   =============     =============     ============      ============

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


                                     4

<PAGE>
<PAGE>

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

<CAPTION>
                                                                                             Six months ended
                                                                                     ---------------------------------
                                                                                        July 30,            July 31,
                                                                                          2005                2004
                                                                                     -------------       -------------
                                                                                       Restated -          Restated -
                                                                                       see Note 2          see Note 2
<S>                                                                                  <C>                 <C>
OPERATING ACTIVITIES:

Net (loss) earnings                                                                  $     (67,114)      $      34,056

Add/(deduct) items not affecting operating cash flows:
        Depreciation and amortization                                                       21,301              20,970
        Deferred income taxes and other                                                     (7,165)              4,882
        Non-cash portion of inventory/accounts receivable
          valuation adjustments and impairment, restructuring
          and related non-recurring charges                                                133,357                   -
        Tax effect of non-cash portion of inventory/accounts
          receivable valuation adjustments and impairment,
          restructuring and related non-recurring charges                                  (40,007)                  -

Other changes in working capital components:
        Receivables, net                                                                     1,172             (18,439)
        Inventories                                                                         17,696             (30,104)
        Current deferred taxes and prepaid expenses                                        (20,901)             (3,389)
        Accounts payable and accrued expenses                                               18,352              31,001
                                                                                     -------------       -------------
Net cash provided by operating activities                                                   56,691              38,977
                                                                                     -------------       -------------

INVESTING ACTIVITIES:
Acquisitions, net of cash acquired                                                         (12,178)           (143,337)
Additions to property, plant and equipment                                                 (10,762)            (12,952)
Subordinated note receivable                                                                 2,063               1,375
Dispositions of fixed assets                                                                 1,325                 202
                                                                                     -------------       -------------
Net cash used in investing activities                                                      (19,552)           (154,712)
                                                                                     -------------       -------------

FINANCING ACTIVITIES:
Borrowings of long-term debt, net of financing costs                                             -             195,390
Repayments of long-term debt                                                                     -              (4,448)
Dividends paid                                                                              (8,895)             (8,758)
Stock transactions under incentive plans                                                     3,531              16,904
                                                                                     -------------       -------------
Net cash (used in) provided by financing activities                                         (5,364)            199,088
                                                                                     -------------       -------------

NET CHANGE IN CASH AND CASH EQUIVALENTS                                                     31,775              83,353

Cash and cash equivalents, beginning of period                                             261,395             179,155
                                                                                     -------------       -------------
Cash and cash equivalents, end of period                                             $     293,170       $     262,508
                                                                                     =============       =============

Supplemental cash flow information:
        Interest paid                                                                $      15,361       $      12,403
                                                                                     =============       =============
        Income taxes paid (refunded), net                                            $        (522)      $       7,927
                                                                                     =============       =============

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. 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 operations for the three and six
months ended July 30, 2005 and July 31, 2004, condensed consolidated
statement of cash flows for the six months ended July 30, 2005 and July 31,
2004, and condensed consolidated balance sheet at July 30, 2005, January 29,
2005 and July 31, 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 $8,158 ($5,152 after tax) as of July 30, 2005. The Company has determined
that the accounting error understated earnings before income taxes for the
three months ended July 30, 2005 by $703 ($478 after tax). The accounting
error overstated earnings before income taxes for the six months ended July
30, 2005 by $254 ($173 after tax), three months ended July 31, 2004 by
$3,929 ($2,474 after tax), and six months ended July 31, 2004 by $1,912
($1,204 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 and six months ended July 30, 2005
and July 31, 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 operations for three months ended for both periods
is detailed below.

<TABLE>
<CAPTION>
                                                           Three months ended               Three months ended
                                                             July 30, 2005                     July 31, 2004
                                                     -----------------------------    -----------------------------
                                                      As Reported     As Restated      As Reported     As Restated
                                                     -------------   -------------    -------------   -------------

<S>                                                  <C>             <C>              <C>             <C>
Net sales                                            $     561,837   $     561,837    $     560,467   $     560,467

Costs and expenses:
    Cost of products sold                                  518,311         517,608          436,074         440,003
    Selling, general and
      administrative expense                                94,857          94,857           99,326          99,326
    Amortization of intangible assets                        3,206           3,206            3,465           3,465
    Impairment, restructuring and
      related non-recurring charges                         71,862          71,862                -               -
    Interest expense, net                                    5,911           5,911            6,752           6,752
    Other (income) and expense, net                           (334)           (334)            (694)           (694)
                                                     -------------   -------------    -------------   -------------

Earnings before income taxes                              (131,976)       (131,273)          15,544          11,615

Income tax provision                                       (52,565)        (52,340)           5,324           3,869
                                                     -------------   -------------    -------------   -------------
Net earnings                                         $     (79,411)  $     (78,933)   $      10,220   $       7,746
                                                     =============   =============    =============   =============

Earnings per share:
    Basic                                            $       (2.86)  $       (2.84)   $        0.37   $        0.28
                                                     =============   =============    =============   =============
    Diluted                                          $       (2.86)  $       (2.84)   $        0.36   $        0.28
                                                     =============   =============    =============   =============
</TABLE>

The effect of these adjustments to the Company's condensed consolidated
statement of operations for six months ended for both periods is detailed
below.

<TABLE>
<CAPTION>
                                                            Six months ended                 Six months ended
                                                             July 30, 2005                     July 31, 2004
                                                     -----------------------------    -----------------------------
                                                      As Reported     As Restated      As Reported     As Restated
                                                     -------------   -------------    -------------   -------------

<S>                                                  <C>             <C>              <C>             <C>
Net sales                                            $   1,201,215   $   1,201,215    $   1,246,570   $   1,246,570

Costs and expenses:
    Cost of products sold                                1,023,567       1,023,821          967,612         969,524
    Selling, general and
      administrative expense                               200,985         200,985          206,234         206,234
    Amortization of intangible assets                        6,407           6,407            6,931           6,931
    Impairment, restructuring and
      related non-recurring charges                         71,862          71,862                -               -
    Interest expense, net                                   12,545          12,545           13,039          13,039
    Other (income) and expense, net                           (513)           (513)            (873)           (873)
                                                     -------------   -------------    -------------   -------------


(Loss) earnings before income taxes                       (113,638)       (113,892)          53,627          51,715

Income tax (benefit) provision                             (46,697)        (46,778)          18,367          17,659
                                                     -------------   -------------    -------------   -------------
Net (loss) earnings                                  $     (66,941)  $     (67,114)   $      35,260   $      34,056
                                                     =============   =============    =============   =============

(Loss) earnings per share:
    Basic                                            $       (2.41)  $       (2.42)   $        1.29   $        1.25
                                                     =============   =============    =============   =============
    Diluted                                          $       (2.41)  $       (2.42)   $        1.26   $        1.22
                                                     =============   =============    =============   =============
</TABLE>


                                     7

<PAGE>
<PAGE>

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

The effect of the restatement on the Company's previously reported condensed
consolidated balance sheet at July 30, 2005 and July 31, 2004, is detailed
below.
<TABLE>
<CAPTION>
                                          July 30, 2005                         July 31, 2004
                                    -------------------------            -------------------------
                                    As Reported   As Restated            As Reported   As Restated
                                    -----------   -----------            -----------   -----------
<S>                                 <C>           <C>                    <C>           <C>
Accounts payable                    $   187,359   $   195,517            $   207,334   $   211,182
Accrued expenses                         83,711        79,252                 73,746        70,869
Deferred income taxes and other          68,415        72,341                 77,315        81,241
Retained earnings                       487,003       479,378                536,831       531,934
Shareowners' equity                     649,471       641,846                693,773       688,876
</TABLE>

The effect of the restatement on the Company's previously reported condensed
consolidated statement of cash flows for the six months ended July 30, 2005
and July 31, 2004 is detailed below.
<TABLE>
<CAPTION>
                                                                           Six Months Ended
                                                     ------------------------------------------------------------
                                                            July 30, 2005                     July 31, 2004
                                                     ---------------------------      ---------------------------
                                                     As Reported     As Restated      As Reported     As Restated
                                                     -----------     -----------      -----------     -----------
<S>                                                  <C>             <C>              <C>             <C>
Net (loss) earnings                                  $  (66,941)     $  (67,114)      $   35,260      $   34,056
Change in accounts payable and accrued expenses          18,179          18,352           29,797          31,001
</TABLE>

NOTE 3. IMPAIRMENT, RESTRUCTURING AND RELATED NON-RECURRING CHARGES. During
the second quarter of 2005, the Company announced a Restructuring Plan (the
2005 Restructuring Plan) aimed at advancing the Company's corporate
objectives of increasing its penetration of consumer lifestyle brands with
strong growth and profit potential while reducing exposure to smaller volume
brands and certain private label businesses. The 2005 Restructuring Plan
resulted from a thorough strategic reassessment of all of the Company's
business operations. This reassessment was performed in the second quarter
of 2005 and was directed by the Company's Chief Executive Officer who was
named to that position during the quarter. The strategic reassessment
focused on the Company's businesses that had experienced profitability
issues and considered the alignment of our businesses with the Company's
refreshed strategy, which considered, among other things, market place
developments affecting the retail landscape and our retail customers.

In announcing the 2005 Restructuring Plan, the Company indicated that it would:

     o    Exit Kellwood Private Label Menswear (which does not include the
          Company's Smart Shirts subsidiary), Kellwood Intimate Apparel
          Group and Kellwood New England (in process);

     o    Restructure Kellwood's Oakland Operation by exiting several labels
          to better focus on developing the Koret brand (in process); and

     o    Reassess certain ongoing business operations for the
          appropriateness of the Company's operations and support
          infrastructures and also perform a review of its assumptions
          regarding the future profitability and realizability of intangible
          assets of certain brands, labels and divisions (completed).

Key financial information regarding the businesses to be exited (not
including restructuring charges) is as follows:
<TABLE>
<CAPTION>
                                                   Three months ended                  Six months ended
                                             ------------------------------     -----------------------------
                                             July 30, 2005    July 31, 2004     July 30, 2005   July 31, 2004
                                             -------------    -------------     -------------   -------------
<S>                                          <C>              <C>               <C>             <C>
Net sales                                    $      78,751    $      77,950     $     164,583   $     161,321
                                             =============    =============     =============   =============
Net (loss)                                   $      (4,757)   $        (784)    $      (7,888)  $      (1,257)
                                             =============    =============     =============   =============
</TABLE>

The Company is in the process of reviewing its alternatives for each of the
businesses it will exit and will consider the sale of all or some of these
divisions and brands. While the Company expects to complete the sale or
shutdown of these businesses by approximately January 28, 2006, no sales
transactions at this point are deemed probable. The results of operations and
impairment and restructuring charges for the businesses to be exited will be
reported as discontinued operations in the period in which the business to be
exited has been disposed of or in which the assets meet the "held for sale"
criteria as the sale of the business is determined to be probable.
                                     8

<PAGE>
<PAGE>


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

Costs associated with the 2005 Restructuring Plan include sales allowances,
inventory and purchase commitment reserves, fixed asset write-downs, lease
terminations, contractual obligations, employee severance and termination
benefits and impairment of intangible assets. The total cost of these
actions is expected to be approximately $225,000 before tax ($155,000 after
tax, or $5.51 per diluted share).

The impact of these actions on the Company's reportable segments (before
tax) is as follows:

<TABLE>
<CAPTION>
                                           Total         Provision Recorded
                                       Expected Cost    Through July 30, 2005
                                       -------------    ---------------------
<S>                                    <C>                  <C>
Women's Sportswear                     $     101,335        $     53,464
Men's Sportswear                              54,112              28,407
Other Soft Goods                              55,023              45,334
General Corporate                             14,530               6,152
                                       -------------        ------------
Total                                  $     225,000        $    133,357
                                       =============        ============
</TABLE>

Total cash outlays related to the 2005 Restructuring Plan are expected to be
$47,000. It is expected that actions taken under the 2005 Restructuring Plan
will be mostly accomplished during 2005 and fully complete in early 2006.

These actions impacted second quarter 2005 earnings by $133,357 before tax
($93,350 after tax, or $3.36 per diluted share). These costs included $5,160
recorded as a reduction of net sales, $56,335 recorded in cost of products
sold, $8,904 recorded as restructuring and other non-recurring expense,
$49,566 recorded as an impairment of goodwill and intangible assets (see
Note 6) and $13,392 of fixed asset impairments.

The major components of this non-recurring charge and the activity through
July 30, 2005 were as follows:

<TABLE>
<CAPTION>
                                                             2005              2005             Accrual
                                                           Provision        Utilization       As of 7/30/05
                                                        ---------------   ---------------    ---------------
<S>                                                     <C>               <C>                <C>
Inventory and Purchase Commitment Reserves              $        56,335   $           251    $        56,084
Fixed Asset Write-downs                                          13,392            13,392                  -
Sales Allowances                                                  5,160                 -              5,160
Contractual Obligations                                           4,504                 -              4,504
Employee Severance and Termination Benefits                       4,400                 -              4,400
Impairment of Intangible Assets                                  49,566            49,566                  -
                                                        ---------------   ---------------    ---------------
Total                                                   $       133,357   $        63,209    $        70,148
                                                        ===============   ===============    ===============
</TABLE>

Inventory and Purchase Commitment Reserves includes provisions to reduce
inventory and purchase commitments to net realizable values. Fixed Asset
Write-downs includes provisions for fixed assets that were determined to be
impaired in connection with Statement of Financial Accounting Standards
(SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets, and were written down to their fair values. Sales Allowances
includes provisions for anticipated increased deductions taken by customers
on previous sales for businesses to be exited, as a direct result of the
exit plans. Contractual obligations are adverse contractual arrangements
under which losses are probable and estimatable and where there is no future
economic benefit. Employee Severance and Termination benefits are provided
for in accordance with SFAS No. 146. Total employee severance and
termination benefits will be recorded as incurred and relate to
approximately 1,800 employees. It is estimated that such costs will total
$25,000. See Note 6 for more information on the Impairment of Intangible
Assets.


                                     9

<PAGE>
<PAGE>

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

NOTE 4. 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 buy out 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 was $3,428, which was
paid out during the second quarter of 2005 and has been recorded as
additional goodwill. The additional consideration for 2005 is estimated to
be in the range of $1,500 to $3,500.

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, which was paid out during the first
quarter of 2005 and has been recorded as additional goodwill. The additional
consideration for 2005 is estimated to be in the range of $2,000 to $4,000.

NOTE 5. INVENTORIES. Inventories consist of the following:

<TABLE>
<CAPTION>
                                                             July 30,          July 31,        January 29,
                                                              2005              2004              2005
                                                          -------------     -------------     -------------
<S>                                                       <C>               <C>               <C>
Inventories:
      Finished goods                                      $     211,154     $     264,386     $     258,867
      Work in process                                            35,612            36,046            36,352
      Raw materials                                              35,750            46,329            36,383
                                                          -------------     -------------     -------------
      Total inventories                                   $     282,516     $     346,761     $     331,602
                                                          =============     =============     =============
Net of obsolescence reserves for:
      Prior to restructuring                              $      32,920     $      31,467     $      33,651
      Restructuring at businesses to be exited                   31,158                 -                 -
                                                          -------------     -------------     -------------
      Total obsolescence reserves                         $      64,078     $      31,467     $      33,651
                                                          =============     =============     =============
</TABLE>

The obsolescence reserves for businesses to be exited were provided in the
second quarter of 2005 in cost of goods sold. The inventory balance at
business units to be exited prior to reserves is $59,690.

NOTE 6. GOODWILL AND INTANGIBLE ASSETS. Changes in goodwill and intangible
assets since the beginning of 2005 are as follows:

<TABLE>
<CAPTION>
                                                           Goodwill        Intangibles
                                                          -----------      -----------
<S>                                                       <C>              <C>
Balance as of January 29, 2005                            $   223,982      $   191,958
Changes:
    Contingent purchase price - Briggs                            541                -
    Contingent purchase price - Phat                               97                -
    Intangible asset impairment charges                       (29,279)         (20,287)
Amortization expense                                                -           (6,407)
                                                          -----------      -----------
Balance as of July 30, 2005                               $   195,341      $   165,264
                                                          ===========      ===========
</TABLE>

In connection with the restructuring activities described in Note 3 and
pursuant to the Company's policies for assessing impairment of goodwill and
long-lived assets, $9,234 and $9,332 of goodwill and intangible assets,
respectively, including trademarks and customer lists, were written off
during the second quarter of 2005 related to reporting units to be exited.


                                     10

<PAGE>
<PAGE>

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

Under SFAS No. 142, Goodwill and Other Intangible Assets, goodwill and other
indefinite-lived intangible assets are no longer amortized but are reviewed
for impairment at least annually and if a triggering event were to occur in
an interim period. The Company's annual impairment testing is performed in
the fourth quarter. In 2004, 2003 and 2002, no impairment was indicated. The
2005 Restructuring Plan was a triggering event that required impairment
testing of certain reporting units' goodwill and intangible asset balances.
The impairment resulting from the current test was due to current operating
results and expectations regarding future results of the Company's dress
business being well below the expectations reflected in the test performed
in the fourth quarter of 2004. This business has experienced several years
of significant sales decreases resulting from weakness in the retail market
for dresses. Expectations reflected in prior period impairment tests were
that these market decreases were ending. The reassessment of the Company's
businesses performed as part of the 2005 Restructuring Plan during the
second quarter of 2005 resulted in the conclusion that the negative trends
were likely to continue into the future. The first step of the impairment
testing showed that the book value of the dress business in the Women's
Sportswear segment, which is not being exited, exceeded its fair value. The
second step of the impairment testing showed that the identifiable
intangible assets of this business (customer relationships and trademarks)
had no fair value, and that the book value of the reporting unit's goodwill
exceeded the implied fair value of that goodwill. This evaluation utilized
discounted cash flow analysis and multiple analyses of the historical and
updated forecasted operating results. As a result, impairment charges of
$20,045 and $10,955 for goodwill and intangible assets, including trademarks
and customer lists, respectively, of this reporting unit were recorded
during the second quarter of 2005.

Both charges, $18,566 for businesses to be exited and $31,000 for ongoing
businesses, were included in Impairment, Restructuring and Related
Non-Recurring Charges in the Condensed Consolidated Statement of Operations.

NOTE 7. 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 bore interest at LIBOR plus a spread ranging from
..60% to 1.25% with such spread depending on the Company's consolidated
leverage ratio. The Credit Agreement contained certain customary covenants,
which, among other things, restricted the Company's ability to incur
indebtedness, grant liens, make investments and acquisitions and sell
assets. The financial covenants of the Credit Agreement included
requirements that the Company satisfy an interest coverage ratio, a leverage
ratio and a net worth maintenance covenant.

On September 1, 2005, the Credit Agreement was amended to accommodate the
impact of the 2005 Restructuring Plan. The amendments to the Credit
Agreement changed the interest rate spread to LIBOR plus .60% to 1.45%,
depending on the Company's consolidated leverage ratio. In addition,
provisions were added to include a borrowing base calculation, and the
financial covenants were updated. The updated financial covenants include
the exclusion of the charges related to the 2005 Restructuring Plan, a
lowered pretax interest coverage threshold and modification of the
consolidated leverage ratio. It is not expected that any of these provisions
will restrict the Company from normal operations. The Company was in
compliance with the amended covenants.

At July 30, 2005, there were no borrowings outstanding under the Credit
Agreement. Letters of credit outstanding under the agreement were $22,495.
Outside of this agreement, the Company has $4,477 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.


                                     11

<PAGE>
<PAGE>

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

NOTE 8. COMPREHENSIVE (LOSS) INCOME. Differences between net (loss) earnings
and total comprehensive (loss) income resulted from foreign currency
translation and unrecognized impacts of derivative instruments as follows:

<TABLE>
<CAPTION>
                                                       Three months ended                   Six months ended
                                                  -----------------------------      -----------------------------
                                                     July 30,         July 31,          July 30,         July 31,
                                                      2005             2004              2005             2004
                                                  ------------     ------------      ------------     ------------
<S>                                               <C>              <C>               <C>              <C>
Net (loss) earnings                               $    (78,933)    $      7,746      $    (67,114)    $     34,056

Other comprehensive income (loss):

   Currency translation adjustment                         150             (413)              453             (747)
   Unrecognized gain/(loss) on derivatives                 230             (153)              413              220
                                                  ------------     ------------      ------------     ------------
   Total comprehensive income (loss)              $    (78,553)    $      7,180      $    (66,248)    $     33,529
                                                  ============     ============      ============     ============
</TABLE>

NOTE 9. 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
SFAS No. 123, Accounting for Stock-Based Compensation, as amended by SFAS
No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure.
The following table illustrates the effect on net (loss) earnings and (loss)
earnings per share if the Company had applied the fair value recognition
provisions of SFAS No. 123.

<TABLE>
<CAPTION>
                                                            Three months ended                     Six months ended
                                                    ----------------------------------    ----------------------------------
                                                        July 30,            July 31,          July 30,           July 31,
                                                          2005                2004              2005               2004
                                                    ---------------     --------------    ---------------    ---------------
<S>                                                 <C>                 <C>               <C>                <C>
Net (loss) earnings as reported                     $       (78,933)    $        7,746    $       (67,114)   $        34,056
Stock-based employee compensation expense
  determined under fair value-based method for
  all stock option awards, net of tax effect                   (720)              (851)            (5,965)            (1,702)
                                                    ---------------     --------------    ---------------    ---------------

Pro-forma net (loss) earnings                       $       (79,653)    $        6,895    $       (73,079)   $        32,354
                                                    ===============     ==============    ===============    ===============

(Loss) earnings per share:
    Basic, as reported                              $         (2.84)    $         0.28    $         (2.42)   $          1.25
    Basic, pro-forma                                $         (2.86)    $         0.25    $         (2.63)   $          1.18
    Diluted, as reported                            $         (2.84)    $         0.28    $         (2.42)   $          1.22
    Diluted, pro-forma                              $         (2.86)    $         0.24    $         (2.63)   $          1.16
</TABLE>

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 would 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 six months ended July 30, 2005 includes $4.2
million after tax ($6.2 million before tax) related to the acceleration of
these options. See Note 13 for additional discussion of SFAS No. 123R.


                                     12

<PAGE>
<PAGE>


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

NOTE 10. INCOME TAXES. The (benefit) provision for income taxes consists of
the following amounts for the three and six month periods ended July 30,
2005 and July 31, 2004:

<TABLE>
<CAPTION>
                                                          Three months ended                   Six months ended
                                                     ----------------------------      ------------------------------
                                                        July 30,        July 31,          July 30,         July 31,
                                                          2005            2004              2005             2004
                                                     ------------    ------------      ------------      ------------
<S>                                                  <C>             <C>               <C>               <C>
(Benefit) provision on pretax (loss) earnings        $    (39,340)   $      3,869      $    (33,778)     $     17,659

Effect of repatriation of foreign earnings                (13,000)              -           (13,000)                -
                                                     ------------    ------------      ------------      ------------
Total income tax (benefit) provision                 $    (52,340)   $      3,869      $    (46,778)     $     17,659
                                                     ============    ============      ============      ============
</TABLE>

In 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 foreign
earnings that are repatriated under a domestic reinvestment plan, as defined
therein. During the second quarter of 2005, the Company adopted a formal
domestic reinvestment plan to repatriate approximately $150.0 million of
foreign earnings. This repatriation resulted in a one-time tax benefit of
$13.0 million recorded during the second quarter of 2005 due to reversal of
$23.0 million of previously provided taxes on foreign earnings, which will
not be incurred under the new regulations, offset by $10.0 million of taxes
provided on earnings to be repatriated. To accomplish the repatriation,
plans are for the Company's foreign subsidiaries to pay dividends of $150.0
million to the Company during the third and fourth quarters of 2005.

The Company's effective tax rate on pretax earnings, excluding charges
associated with the 2005 Restructuring Plan and the $13.0 million effect of
the repatriation described above, was lowered in 2005 (32.0% in 2005 versus
33.3% for the three month period ended July 31, 2004 and 34.1% for the six
month period ended July 31, 2004) as the Company is expected to benefit from
the repatriation of this year's foreign earnings under the Act. The
Company's expectation is that future foreign earnings will be permanently
invested offshore for the foreseeable future, and no taxes will be provided
on these foreign earnings. The benefit of the lower tax rate could change in
the future if the composition of domestic and foreign earnings changes
significantly.

The Company's effective tax benefit rate on all charges associated with the
2005 Restructuring Plan was 30.0%. This effective rate is less than the U.S.
statutory rate of 35.0% primarily due to the non-deductibility of certain
costs (goodwill impairment) recorded under the 2005 Restructuring Plan.

The Company's overall effective tax benefit rate for the three- and
six-month periods ended July 30, 2005 was 39.2% and 40.3%, respectively.
These rates are different than the U.S. statutory rate of 35.0% due
primarily to the repatriation benefit described above.

NOTE 11. (LOSS) EARNINGS PER SHARE. The following is a reconciliation
between basic and diluted (loss) earnings per share:

<TABLE>
<CAPTION>
                                                          Three months ended                  Six months ended
                                                     ----------------------------      ------------------------------
                                                       July 30,        July 31,          July 30,          July 31,
                                                         2005            2004              2005              2004
                                                     ------------    ------------      ------------      ------------
<S>                                                  <C>             <C>               <C>               <C>
Numerator: Net (loss) earnings                       $    (78,933)   $      7,746      $    (67,114)     $     34,056
                                                     ============    ============      ============      ============

 Denominators (000's):
    Average shares outstanding - Basic                     27,812          27,585            27,785            27,336

    Impact of stock options                                     -             565                 -               654
                                                     ------------    ------------      ------------      ------------
    Average shares outstanding - Diluted                   27,812          28,150            27,785            27,990
                                                     ============    ============      ============      ============
Basic (loss) earnings per share                      $      (2.84)   $       0.28      $      (2.42)     $       1.25
                                                     ============    ============      ============      ============
Diluted (loss) earnings per share                    $      (2.84)   $       0.28      $      (2.42)     $       1.22
                                                     ============    ============      ============      ============
</TABLE>

The calculation of diluted earnings per share excludes the impact of stock
options in the three and six-month periods ended July 30, 2005, of 117 and
158, respectively, because to include them would have been antidilutive.


                                     13

<PAGE>
<PAGE>

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

NOTE 12. 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
     o    Men's Sportswear
     o    Other Soft Goods
     o    General Corporate

For additional information regarding the Company's reportable segments,
refer to the footnotes accompanying the 2004 financial statements 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).

Management evaluates the performance of its operating segments separately to
individually monitor the different factors affecting financial performance.
Segment (loss) 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.


                                     14

<PAGE>
<PAGE>


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

Sales, segment (loss) earnings and net assets by segment for the three and
six month periods ended July 30, 2005 and July 31, 2004 are as follows:

<TABLE>
<CAPTION>
                                                       Three months ended                  Six months ended
                                                -------------------------------     -----------------------------
                                                   July 30,          July 31,          July 30,         July 31,
                                                     2005              2004              2005             2004
                                                -------------     -------------     -------------   -------------
<S>                                             <C>               <C>               <C>             <C>
Net sales:
    Women's Sportswear                          $     297,169     $     319,555     $     657,216   $     757,531
    Men's Sportswear                                  154,251           139,613           318,767         267,770
    Other Soft Goods                                  110,417           101,299           225,232         221,269
                                                -------------     -------------     -------------   -------------
    Kellwood net sales                          $     561,837     $     560,467     $   1,201,215   $   1,246,570
                                                =============     =============     =============   =============

Segment (loss) earnings:
    Women's Sportswear                          $      (8,299)    $      14,816     $      10,200   $      59,061
    Men's Sportswear                                   (8,913)           14,268             2,738          24,972
    Other Soft Goods                                  (21,209)            3,274           (13,762)         10,555
    General Corporate                                 (12,207)          (11,220)          (22,767)        (23,776)
                                                -------------     -------------     -------------   -------------
    Total segments                                    (50,628)           21,138           (23,591)         70,812

Amortization of intangible assets                       3,206             3,465             6,407           6,931
Impairment, restructuring and
    related non-recurring charges                      71,862                 -            71,862               -
Interest expense, net                                   5,911             6,752            12,545          13,039
Other (income) and expense, net                          (334)             (694)             (513)           (873)
                                                -------------     -------------     -------------   -------------
(Loss) earnings before income taxes             $    (131,273)    $      11,615     $    (113,892)  $      51,715
                                                =============     =============     =============   =============

Net assets at quarter-end:
    Women's Sportswear                          $     257,246     $     250,381
    Men's Sportswear                                  251,046           207,492
    Other Soft Goods                                   64,762            87,016
    General Corporate                                  69,142           145,800
                                                -------------     -------------
    Continuing Operations                             642,196           690,689
    Discontinued Operations                              (350)           (1,813)
                                                -------------     -------------
    Kellwood total                              $     641,846     $     688,876
                                                =============     =============
</TABLE>

                                     15

<PAGE>
<PAGE>

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

NOTE 13. NEW ACCOUNTING STANDARDS. 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 for public companies. The SEC's new rule
allows public 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 operations 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 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.

In November 2004, the FASB issued SFAS No. 151, Inventory Costs, an
amendment of ARB No. 43, Chapter 4, (SFAS No. 151). SFAS No. 151 clarifies
that abnormal amounts of idle facility expense, freight, handling costs and
spoilage should be recognized as current-period charges and requires the
allocation of fixed production overheads to inventory based on the normal
capacity of the production facilities. SFAS No. 151 is effective for fiscal
years beginning after June 15, 2005. The Company does not expect the
adoption of SFAS No. 151 to have a material impact on its consolidated
financial position or results of operations.


                                     16

<PAGE>
<PAGE>

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

NOTE 14. 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 operations 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
JULY 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             $   188,568     $     2,656     $   101,946     $         -     $   293,170
    Receivables, net                           85,007         269,657          20,701               -         375,365
    Inventories                               150,700          72,598          59,218               -         282,516
    Current deferred taxes and
      prepaid expenses                         66,228           3,109           4,138               -          73,475
                                          -----------     -----------     -----------     -----------     -----------
      Total current assets                    490,503         348,020         186,003               -       1,024,526
Property, plant and equipment, net             38,125          12,043          31,665               -          81,833
Intercompany (payable) receivable          (1,008,976)        961,376          47,600               -               -
Intangible assets, net                          2,843         162,421               -               -         165,264
Goodwill                                        5,344         189,997               -               -         195,341
Investments in subsidiaries                 1,317,983             722               -      (1,318,705)              -
Other assets                                   21,217           2,734           4,632               -          28,583
                                          -----------     -----------     -----------     -----------     -----------
Total assets                              $   867,039     $ 1,677,313     $   269,900     $(1,318,705)    $ 1,495,547
                                          ===========     ===========     ===========     ===========     ===========

LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
    Current portion of long-term debt     $         -     $        33     $         -     $         -     $        33
    Accounts payable                          104,459          53,114          37,944               -         195,517
    Other accrued expenses                     65,688          25,005          25,388               -         116,081
                                          -----------     -----------     -----------     -----------     -----------
      Total current liabilities               170,147          78,152          63,332               -         311,631
Long-term debt                                469,729               -               -               -         469,729
Deferred income taxes and other                57,612          14,582             147               -          72,341
Shareowners' equity                           169,551       1,584,579         206,421      (1,318,705)        641,846
                                          -----------     -----------     -----------     -----------     -----------
Total liabilities and
  shareowners' equity                     $   867,039     $ 1,677,313     $   269,900     $(1,318,705)    $ 1,495,547
                                          ===========     ===========     ===========     ===========     ===========
</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 BALANCE SHEET
JULY 31, 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             $   228,482     $     4,318     $    29,708     $         -     $   262,508
    Receivables, net                           53,531         266,851          21,438               -         341,820
    Inventories                               183,780          94,243          68,738               -         346,761
    Current deferred taxes and
      prepaid expenses                         60,781           2,495           6,496               -          69,772
                                          -----------     -----------     -----------     -----------     -----------
      Total current assets                    526,574         367,907         126,380               -       1,020,861
Property, plant and equipment, net             51,393          14,113          30,239               -          95,745
Intercompany (payable) receivable            (888,781)        818,923          69,858               -               -
Intangible assets, net                         10,748         213,072              13               -         223,833
Goodwill                                        5,343         180,165               -               -         185,508
Investments in subsidiaries                 1,233,123           1,326               -      (1,234,449)              -
Other assets                                   30,411           2,681           3,965               -          37,057
                                          -----------     -----------     -----------     -----------     -----------
Total assets                              $   968,811     $ 1,598,187     $   230,455     $(1,234,449)    $ 1,563,004
                                          ===========     ===========     ===========     ===========     ===========

LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
    Current portion of long-term debt     $        49     $       203     $         -     $         -     $       252
    Accounts payable                          114,670          65,381          31,131               -         211,182
    Other accrued expenses                     68,040          23,827          19,933               -         111,800
                                          -----------     -----------     -----------     -----------     -----------
      Total current liabilities               182,759          89,411          51,064               -         323,234
Long-term debt                                469,577              76               -               -         469,653
Deferred income taxes and other                63,296          16,310           1,635               -          81,241
Shareowners' equity                           253,179       1,492,390         177,756      (1,234,449)        688,876
                                          -----------     -----------     -----------     -----------     -----------
Total liabilities and
 shareowners' equity                      $   968,811     $ 1,598,187     $   230,455     $(1,234,449)    $ 1,563,004
                                          ===========     ===========     ===========     ===========     ===========
</TABLE>


                                     18

<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:
    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>


                                     19

<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 OPERATIONS
THREE MONTHS ENDED JULY 30, 2005

<CAPTION>
                                           Kellwood
                                            Company       Subsidiary       Subsidiary    Consolidating    Consolidated
                                           (Parent)       Guarantors     Non-Guarantors   Adjustments        Total
                                          -----------     -----------    --------------  -------------    ------------
<S>                                       <C>             <C>             <C>             <C>             <C>
Net sales                                 $   321,574     $   198,032     $   143,191     $  (100,960)    $   561,837
Costs and expenses:
    Cost of products sold                     335,909         156,508         125,711        (100,520)        517,608
    SG&A                                       55,424          29,198          10,675            (440)         94,857
    Amortization of intangible assets             443           2,763               -               -           3,206
    Impairment, restructuring and
      related non-recurring charges            69,746           1,859             257               -          71,862
    Interest expense, net                       6,456              (5)           (540)              -           5,911
    Intercompany interest expense, net          1,721          (1,721)              -               -               -
    Other (income) and expense, net              (104)             28            (258)              -            (334)
    Intercompany other (income)/
      expense, net                              8,636          (8,636)              -               -               -
                                          -----------     -----------     -----------     -----------     -----------
(Loss) earnings before income taxes          (156,657)         18,038           7,346               -        (131,273)
Income taxes                                  (55,745)          2,203           1,202               -         (52,340)
Equity in earnings of subsidiaries             24,862            (496)              -         (24,366)              -
                                          -----------     -----------     -----------     -----------     -----------
Net (loss) earnings                       $   (76,050)    $    15,339     $     6,144     $   (24,366)    $   (78,933)
                                          ===========     ===========     ===========     ===========     ===========


<CAPTION>
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
THREE MONTHS ENDED JULY 31, 2004

                                           Kellwood
                                            Company       Subsidiary       Subsidiary    Consolidating    Consolidated
                                           (Parent)       Guarantors     Non-Guarantors   Adjustments        Total
                                          -----------     -----------    --------------  -------------    ------------
<S>                                       <C>             <C>             <C>             <C>             <C>
Net sales                                 $   299,902     $   216,106     $   128,437     $   (83,978)    $   560,467
Costs and expenses:
    Cost of products sold                     244,446         166,995         112,540         (83,978)        440,003
    SG&A                                       53,426          34,367          11,533               -          99,326
    Amortization of intangible assets             471           2,981              13               -           3,465
    Interest expense, net                       6,795            (267)            224               -           6,752
    Intercompany interest expense, net            844            (844)              -               -               -
    Other (income) and expense, net                61             (98)           (657)              -            (694)
    Intercompany other (income)/
      expense, net                              9,768          (9,768)              -               -               -
                                          -----------     -----------     -----------     -----------     -----------
(Loss) earnings before income taxes           (15,909)         22,740           4,784               -          11,615
Income taxes                                   (6,012)          8,650           1,231               -           3,869
Equity in earnings of subsidiaries             17,643             385               -         (18,028)              -
                                          -----------     -----------     -----------     -----------     -----------
Net earnings                              $     7,746     $    14,475     $     3,553     $   (18,028)    $     7,746
                                          ===========     ===========     ===========     ===========     ===========
</TABLE>


                                     20

<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 OPERATIONS
SIX MONTHS ENDED JULY 30, 2005

<CAPTION>
                                           Kellwood
                                            Company       Subsidiary       Subsidiary    Consolidating    Consolidated
                                           (Parent)       Guarantors     Non-Guarantors   Adjustments        Total
                                          -----------     -----------    --------------  -------------    ------------
<S>                                       <C>             <C>             <C>             <C>             <C>
Net sales                                 $   675,148     $   432,860     $   302,357     $  (209,150)    $ 1,201,215
Costs and expenses:
    Cost of products sold                     632,322         335,985         263,635        (208,121)      1,023,821
    SG&A                                      111,542          68,211          22,261          (1,029)        200,985
    Amortization of intangible assets             888           5,519               -               -           6,407
    Impairment, restructuring and
      related non-recurring charges            69,746           1,859             257               -          71,862
    Interest expense, net                      13,273             (86)           (642)              -          12,545
    Intercompany interest expense, net          3,016          (3,016)              -               -               -
    Other (income) and expense, net              (113)             32            (432)              -            (513)
    Intercompany other (income)/
      expense, net                             20,599         (20,599)              -               -               -
                                          -----------     -----------     -----------     -----------     -----------
(Loss) earnings before income taxes          (176,125)         44,955          17,278               -        (113,892)
Income taxes                                  (63,717)         13,350           3,589               -         (46,778)
Equity in earnings of subsidiaries             48,177             477               -         (48,654)              -
                                          -----------     -----------     -----------     -----------     -----------
Net (loss) earnings                       $   (64,231)    $    32,082     $    13,689     $   (48,654)    $   (67,114)
                                          ===========     ===========     ===========     ===========     ===========


<CAPTION>
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
SIX MONTHS ENDED JULY 31, 2004

                                           Kellwood
                                            Company       Subsidiary       Subsidiary    Consolidating    Consolidated
                                           (Parent)       Guarantors     Non-Guarantors   Adjustments        Total
                                          -----------     -----------    --------------  -------------    ------------
<S>                                       <C>             <C>             <C>             <C>             <C>
Net sales                                 $   658,826     $   497,726     $   263,317     $  (173,299)    $ 1,246,570
Costs and expenses:
    Cost of products sold                     535,780         378,684         228,359        (173,299)        969,524
    SG&A                                      110,216          72,012          24,006               -         206,234
    Amortization of intangible assets             942           5,965              24               -           6,931
    Interest expense, net                      13,155            (586)            470               -          13,039
    Intercompany interest expense, net          1,538          (1,538)              -               -               -
    Other (income) and expense, net               102             (36)           (939)              -            (873)
    Intercompany other (income)/
      expense, net                             23,664         (23,664)              -               -               -
                                          -----------     -----------     -----------     -----------     -----------
(Loss) earnings before income taxes           (26,571)         66,889          11,397               -          51,715
Income taxes                                   (9,817)         24,498           2,978               -          17,659
Equity in earnings of subsidiaries             50,810             393               -         (51,203)              -
                                          -----------     -----------     -----------     -----------     -----------
Net earnings                              $    34,056     $    42,784     $     8,419     $   (51,203)    $    34,056
                                          ===========     ===========     ===========     ===========     ===========

</TABLE>

                                     21

<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
SIX MONTHS ENDED JULY 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           $   (17,328)    $    59,162     $    40,865     $   (26,008)    $    56,691
                                          -----------     -----------     -----------     -----------     -----------

INVESTING ACTIVITIES:
Additions to property, plant and
   equipment                                   (4,923)           (823)         (5,016)              -         (10,762)
Acquisitions, net of cash acquired            (12,178)              -               -               -         (12,178)
Subordinated note receivable                    2,063               -               -               -           2,063
Dispositions of fixed assets                        4             357             964               -           1,325
                                          -----------     -----------     -----------     -----------     -----------
Net cash used in
   investing activities                       (15,034)           (466)         (4,052)              -         (19,552)
                                          -----------     -----------     -----------     -----------     -----------

FINANCING ACTIVITIES:
Dividends paid                                 (8,895)              -               -               -          (8,895)
Stock transactions under
   incentive plans                              3,531               -               -               -           3,531
Intercompany dividends                              -         (59,318)         33,310          26,008               -
                                          -----------     -----------     -----------     -----------     -----------
Net cash (used in) provided by
   financing activities                        (5,364)        (59,318)         33,310          26,008          (5,364)
                                          -----------     -----------     -----------     -----------     -----------

Net change in cash and cash
   equivalents                                (37,726)           (622)         70,123               -          31,775
Cash and cash equivalents, beginning
   of period                                  226,294           3,278          31,823               -         261,395
                                          -----------     -----------     -----------     -----------     -----------
Cash and cash equivalents, end
   of period                              $   188,568     $     2,656     $   101,946     $         -     $   293,170
                                          ===========     ===========     ===========     ===========     ===========
</TABLE>

                                     22

<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
SIX MONTHS ENDED JULY 31, 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         $    38,071     $    49,471     $    (8,897)    $   (39,668)    $    38,977
                                          -----------     -----------     -----------     -----------     -----------

INVESTING ACTIVITIES:
Additions to property, plant and
   equipment                                   (6,677)           (822)         (5,453)              -         (12,952)
Acquisitions, net of cash acquired           (143,337)              -               -               -        (143,337)
Subordinated note receivable                    1,375               -               -               -           1,375
Dispositions of fixed assets                      111               -              91               -             202
                                          -----------     -----------     -----------     -----------     -----------
Net cash (used in) provided by
   investing activities                      (148,528)           (822)         (5,362)              -        (154,712)
                                          -----------     -----------     -----------     -----------     -----------

FINANCING ACTIVITIES:
Borrowings of long-term debt,
   net of financing costs                     195,390               -               -               -         195,390
Repayments of long-term debt                   (4,448)              -               -               -          (4,448)
Dividends paid                                 (8,758)              -               -               -          (8,758)
Stock transactions under
   incentive plans                             16,904               -               -               -          16,904
Intercompany dividends                              -         (45,987)          6,319          39,668               -
                                          -----------     -----------     -----------     -----------     -----------
Net cash provided by
   (used in) financing activities             199,088         (45,987)          6,319          39,668         199,088
                                          -----------     -----------     -----------     -----------     -----------

Net change in cash and cash
   equivalents                                 88,631           2,662          (7,940)              -          83,353
Cash and cash equivalents, beginning
   of period                                  139,851           1,656          37,648               -         179,155
                                          -----------     -----------     -----------     -----------     -----------
Cash and cash equivalents, end
   of period                              $   228,482     $     4,318     $    29,708     $         -     $   262,508
                                          ===========     ===========     ===========     ===========     ===========
</TABLE>


                                     23

<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 July 30, 2005 and July 31, 2004, and in the condensed
consolidated statement of operations and condensed consolidated statement of
cash flows for the three and six month periods ended July 30, 2005 and July
31, 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 operations
for the three and six months ended July 30, 2005 and July 31, 2004,
condensed consolidated statement of cash flows for the six months ended July
30, 2005 and July 31, 2004, and condensed consolidated balance sheet at July
30, 2005, January 29, 2005 and July 31, 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 $8.2 ($5.2 after tax) as of July 30, 2005. The Company has determined
that the accounting error understated earnings before income taxes for the
three months ended July 30, 2005 by $0.7 ($0.5 after tax). The accounting
error overstated earnings before income taxes for the six months ended July
30, 2005 by $0.3 ($0.2 after tax), three months ended July 31, 2004 by $3.9
($2.5 after tax), and six months ended July 31, 2004 by $1.9 ($1.2 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).


                                     24

<PAGE>
<PAGE>

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

Operating Results

During the second quarter of 2005, the Company announced a Restructuring
Plan (the 2005 Restructuring Plan) aimed at advancing the Company's
corporate objectives of increasing its penetration of consumer lifestyle
brands with strong growth and profit potential while reducing exposure to
smaller volume brands and certain private label businesses. The 2005
Restructuring Plan resulted from a thorough strategic reassessment of all of
the Company's business operations. This reassessment was performed in the
second quarter of 2005 and was directed by the Company's Chief Executive
Officer who was named to that position during the quarter. The strategic
reassessment focused on the Company's businesses that had experienced
profitability issues and considered the alignment of our businesses with the
Company's refreshed strategy, which considered, among other things, market
place developments affecting the retail landscape and our retail customers.

In announcing the 2005 Restructuring Plan, the Company indicated that it
would:

     o    Exit Kellwood Private Label Menswear (which does not include the
          Company's Smart Shirts subsidiary), Kellwood Intimate Apparel
          Group and Kellwood New England (in process);
     o    Restructure Kellwood's Oakland Operation by exiting several labels
          to better focus on developing the Koret brand (in process); and
     o    Reassess certain ongoing business operations for the
          appropriateness of the Company's operations and support
          infrastructures and also perform a review of its assumptions
          regarding the future profitability and realizability of intangible
          assets of certain brands, labels and divisions (completed).

Key financial information regarding the businesses to be exited (not
including restructuring charges) is as follows:

<TABLE>
<CAPTION>
                                       Three months ended                   Six months ended
                                  -----------------------------     -----------------------------
                                  July 30, 2005   July 31, 2004     July 30, 2005   July 31, 2004
                                  -------------   -------------     -------------   -------------
<S>                               <C>             <C>               <C>             <C>
Net sales                         $        78.8   $        78.0     $       164.6   $       161.3
                                  =============   =============     =============   =============
Net loss                          $        (4.8)  $        (0.8)    $        (7.9)  $        (1.3)
                                  =============   =============     =============   =============
</TABLE>

The Company is in the process of reviewing its alternatives for each of the
businesses it will exit and will consider the sale of all or some of these
divisions and brands. While the Company expects to complete the sale or
shutdown of these businesses by approximately January 28, 2006, no sales
transactions at this point are deemed probable. The results of operations
and impairment and restructuring charges for the businesses to be exited
will be reported as discontinued operations in the period in which the
business to be exited has been disposed of or in which the assets meet the
"held for sale" criteria as the sale of the business is determined to be
probable.

Costs associated with the 2005 Restructuring Plan include sales allowances,
inventory and purchase commitment reserves, fixed asset write-downs, lease
terminations, contractual obligations, employee severance and termination
benefits and impairment of intangible assets. The total cost of these
actions is expected to be approximately $225.0 before tax ($155.0 after tax,
or $5.51 per diluted share).

These actions impacted second quarter 2005 earnings by $133.4 before tax
($93.4 after tax, or $3.36 per diluted share). These costs included $5.2
recorded as a reduction of net sales, $56.3 recorded in cost of products
sold, $8.9 recorded as restructuring and other non-recurring expense, $49.6
recorded as an impairment of goodwill and intangible assets and $13.4 of
fixed asset impairments.


                                     25

<PAGE>
<PAGE>


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

The major components of this non-recurring charge were as follows:

                                                          2005
                                                        Provision
                                                        ---------
Inventory and Purchase Commitment Reserves              $    56.3
Fixed Asset Write-downs                                      13.4
Sales Allowances                                              5.2
Contractual Obligations                                       4.5
Employee Severance and Termination Benefits                   4.4
Impairment of Intangible Assets                              49.6
                                                        ---------
Total                                                   $   133.4
                                                        =========

Inventory and Purchase Commitment Reserves includes provisions to reduce
inventory and purchase commitments to net realizable values. Fixed Asset
Write-downs includes provisions for fixed assets that were determined to be
impaired in connection with Statement of Financial Accounting Standards
(SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets, and were written down to their fair values. Sales Allowances
includes provisions for anticipated increased deductions taken by customers
on previous sales for businesses to be exited, as a direct result of the
exit plans. Contractual obligations are adverse contractual arrangements
under which losses are probable and estimatable and where there is no future
economic benefit. Employee Severance and Termination benefits are provided
for in accordance with SFAS No. 146. Total employee severance and
termination benefits will be recorded as incurred and relate to
approximately 1,800 employees. It is estimated that such costs will total
$25.0. See financial statement Note 6 for more information on the Impairment
of Intangible Assets.

In connection with the restructuring activities and pursuant to the
Company's policies for assessing impairment of goodwill and long-lived
assets, $9.2 and $9.3 of goodwill and intangible assets, respectively,
including trademarks and customer lists, were written off during the second
quarter of 2005 related to reporting units to be exited.

Under SFAS No. 142, Goodwill and Other Intangible Assets, goodwill and other
indefinite-lived intangible assets are no longer amortized but are reviewed
for impairment at least annually and if a triggering event were to occur in
an interim period. The Company's annual impairment testing is performed in
the fourth quarter. In 2004, 2003 and 2002, no impairment was indicated. The
2005 Restructuring Plan was a triggering event that required impairment
testing of certain reporting units' goodwill and intangible asset balances.
The impairment resulting from the current test was due to current operating
results and expectations regarding future results of the Company's dress
business being well below the expectations reflected in the test performed
in the fourth quarter of 2004. This business has experienced several years
of significant sales decreases resulting from weakness in the retail market
for dresses. Expectations reflected in prior period impairment tests were
that these market decreases were ending. The reassessment of the Company's
businesses performed as part of the 2005 Restructuring Plan during the
second quarter of 2005 resulted in the conclusion that the negative trends
were likely to continue into the future. The first step of the impairment
testing showed that the book value of the dress business in the Women's
Sportswear segment, which is not being exited, exceeded its fair value. The
second step of the impairment testing showed that the identifiable
intangible assets of this business (customer relationships and trademarks)
had no fair value, and that the book value of the reporting unit's goodwill
exceeded the implied fair value of that goodwill. This evaluation utilized
discounted cash flow analysis and multiple analyses of the historical and
updated forecasted operating results. As a result, impairment charges of
$20.0 and $11.0 for goodwill and intangible assets, including trademarks and
customer lists, respectively, of this reporting unit were recorded during
the second quarter of 2005.

Both charges, $18.6 for businesses to be exited and $31.0 for ongoing
businesses, were included in Impairment, Restructuring and Related
Non-Recurring Charges in the Condensed Consolidated Statement of Operations.


                                     26

<PAGE>
<PAGE>

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

RECONCILIATION OF OPERATING RESULTS
The following tables provide non-GAAP operating results for the three and
six month periods ended July 30, 2005 and July 31, 2004, for the ongoing
businesses, businesses to be exited and impairment, restructuring and
related non-recurring charges and income tax repatriation separately. The
tables present this breakdown of the Company's operations in a manner that
reconciles to the results for the consolidated Company as presented in the
financial statements. The non-GAAP results of operations for the ongoing
businesses are provided separately from businesses to be exited and
impairment, restructuring and related non-recurring charges to enhance the
user's overall understanding of the Company's current financial performance.
The Company believes the non-GAAP adjusted operating results provide useful
information to both management and investors by excluding expenses that the
Company believes are not indicative of the Company's core operating results.
Operating results for ongoing businesses 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. The non-GAAP financial
information should be considered in addition to, not as a substitute for or
as being superior to, operating income, cash flows or other measures of
financial performance prepared in accordance with GAAP.

<TABLE>
THREE MONTHS ENDED JULY 30, 2005

<CAPTION>
                                                   Businesses to be Exited
                                       Ongoing        and Non-Recurring      Income Tax      Consolidated
                                     Businesses            Charges          Repatriation       Kellwood
                                    -------------  -----------------------  ------------    --------------
<S>                                 <C>                 <C>                 <C>             <C>
Net sales                           $       488.2       $         73.6      $          -    $        561.8
Cost of products sold                       388.8                128.8                 -             517.6
SG&A                                         82.2                 12.6                 -              94.9
Amortization of intangibles                   2.8                  0.4                 -               3.2
Impairment, restructuring and
    related non-recurring charges               -                 71.9                 -              71.9
Interest expense, net                         5.9                    -                 -               5.9
Other (income) and expense, net              (0.3)                   -                 -              (0.3)
                                    -------------       --------------      ------------    --------------
Earnings (loss) before taxes                  8.9               (140.1)                -            (131.3)
Income tax provision (benefit)                2.8                (42.2)            (13.0)            (52.3)
                                    -------------       --------------      ------------    --------------
Net earnings (loss)                 $         6.0       $        (98.0)     $       13.0    $        (78.9)
                                    =============       ==============      ============    ==============
Effective tax rate (benefit)                32.0%               (30.1%)               NM            (39.9%)

<CAPTION>
THREE MONTHS ENDED JULY 31, 2004

                                       Ongoing           Businesses to       Income Tax      Consolidated
                                     Businesses            be Exited        Repatriation       Kellwood
                                    -------------       --------------      ------------    --------------
<S>                                 <C>                 <C>                 <C>             <C>
Net sales                           $       482.5       $         78.0      $          -    $        560.5
Cost of products sold                       375.8                 64.2                 -             440.0
SG&A                                         84.8                 14.6                 -              99.3
Amortization of intangibles                   3.1                  0.4                 -               3.5
Interest expense, net                         6.8                    -                 -               6.8
Other (income) and expense, net              (0.7)                   -                 -              (0.7)
                                    -------------       --------------      ------------    --------------
Earnings (loss) before taxes                 12.8                 (1.2)                -              11.6
Income tax provision (benefit)                4.3                 (0.4)                -               3.9
                                    -------------       --------------      ------------    --------------
Net earnings (loss)                 $         8.5       $         (0.8)     $          -    $          7.7
                                    =============       ==============      ============    ==============
Effective tax rate (benefit)                33.4%               (34.7%)               NM             33.3%

<FN>
NM - Not Meaningful
</TABLE>


                                     27

<PAGE>
<PAGE>

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

<TABLE>
SIX MONTHS ENDED JULY 30, 2005

<CAPTION>
                                                        Businesses to
                                                        be Exited and
                                       Ongoing          Non-Recurring        Income Tax      Consolidated
                                      Businesses           Charges          Repatriation       Kellwood
                                    -------------       --------------      ------------    --------------
<S>                                 <C>                 <C>                 <C>             <C>
Net sales                           $     1,041.8       $        159.4      $          -    $      1,201.2
Cost of products sold                       819.0                204.8                 -           1,023.8
SG&A                                        174.1                 26.9                 -             201.0
Amortization of intangibles                   5.6                  0.8                 -               6.4
Impairment, restructuring and
    related non-recurring charges               -                 71.9                 -              71.9
Interest expense, net                        12.5                    -                 -              12.5
Other (income) and expense, net              (0.5)                   -                 -              (0.5)
                                    -------------       --------------      ------------    --------------
Earnings (loss) before taxes                 31.1               (145.0)                -            (113.9)
Income tax provision (benefit)                9.9                (43.7)            (13.0)            (46.8)
                                    -------------       --------------      ------------    --------------
Net earnings (loss)                 $        21.1       $       (101.2)     $       13.0    $        (67.1)
                                    =============       ==============      ============    ==============
Effective tax rate (benefit)                32.0%               (30.2%)               NM            (41.1%)

<CAPTION>
SIX MONTHS ENDED JULY 31, 2004

                                       Ongoing           Businesses to       Income Tax      Consolidated
                                      Businesses           be Exited        Repatriation       Kellwood
                                    -------------       --------------      ------------    --------------
<S>                                 <C>                 <C>                 <C>             <C>
Net sales                           $     1,085.2       $        161.3      $          -    $      1,246.6
Cost of products sold                       837.3                132.2                 -             969.5
SG&A                                        176.0                 30.3                 -             206.2
Amortization of intangibles                   6.1                  0.8                 -               6.9
Interest expense, net                        13.0                    -                 -              13.0
Other (income) and expense, net              (0.9)                   -                 -              (0.9)
                                    -------------       --------------      ------------    --------------
Earnings (loss) before taxes                 53.7                 (2.0)                -              51.7
Income tax provision (benefit)               18.4                 (0.7)                -              17.7
                                    -------------       --------------      ------------    --------------
Net earnings (loss)                 $        35.2       $         (1.3)     $          -    $         34.1
                                    =============       ==============      ============    ==============
Effective tax rate (benefit)                34.3%               (34.5%)               NM             34.1%

<FN>
NM - Not Meaningful
</TABLE>


                                     28

<PAGE>
<PAGE>


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

ONGOING OPERATIONS: The following tables provide non-GAAP summarized
financial data for the three and six month periods ended July 30, 2005 and
July 31, 2004, for the ongoing businesses (percentages are calculated based
on actual data, but columns may not add due to rounding). These tables
present the same information for the ongoing businesses as presented in the
Reconciliation of Operating Results shown earlier. The non-GAAP financial
information should be considered in addition to, not as a substitute for or
as being superior to, operating income, cash flows or other measures of
financial performance prepared in accordance with GAAP.

<TABLE>
<CAPTION>
                                              Three months ended                     Six months ended
                                    --------------------------------------  --------------------------------------
                                      July 30,       July 31,     Percent      July 30,       July 31,    Percent
                                        2005           2004        Change       2005           2004        Change
                                    ------------   ------------   --------  ------------   ------------   --------
<S>                                 <C>            <C>            <C>       <C>            <C>            <C>
Net sales                           $      488.2   $      482.5       1.2%  $    1,041.8   $    1,085.2     (4.0%)
Cost of products sold                      388.8          375.8       3.4%         819.0          837.3     (2.2%)
                                    ------------   ------------   -------   ------------   ------------   -------
Gross profit                                99.5          106.7     (6.8%)         222.8          247.9    (10.1%)
SG&A                                        82.2           84.8     (3.0%)         174.1          176.0     (1.0%)
                                    ------------   ------------   -------   ------------   ------------   -------
Operating earnings before
    amortization (1)                        17.2           21.9    (21.4%)          48.7           71.9    (32.3%)
Amortization of intangibles                  2.8            3.1     (8.4%)           5.6            6.1     (8.5%)
                                    ------------   ------------   -------   ------------   ------------   -------
Operating earnings                          14.4           18.8    (23.5%)          43.1           65.8    (34.5%)
Interest expense, net                        5.9            6.8    (12.5%)          12.5           13.0     (3.8%)
Other (income) and expense, net             (0.3)          (0.7)   (52.0%)          (0.5)          (0.9)   (41.4%)
                                    ------------   ------------   -------   ------------   ------------   -------
Earnings before taxes                        8.9           12.8    (30.9%)          31.1           53.7    (42.1%)
Income taxes                                 2.8            4.3    (33.9%)           9.9           18.4    (46.0%)
                                    ------------   ------------   -------   ------------   ------------   -------
Net earnings                        $        6.0   $        8.5    (29.4%)  $       21.1   $       35.2    (40.1%)
                                    ============   ============   =======   ============   ============   =======
Effective tax rate                         32.0%          33.4%                    32.0%          34.3%

<CAPTION>
                                              Three months ended                       Six months ended
                                    -------------------------------------  ---------------------------------------
                                      July 30,        July 31,    % Point     July 30,        July 31,    % Point
As a percentage of net sales:           2005            2004       Change       2005           2004        Change
-----------------------------       ------------   ------------   -------  -------------   ------------   --------
<S>                                 <C>            <C>            <C>       <C>            <C>            <C>
Net sales                                 100.0%         100.0%       0.0%        100.0%         100.0%      0.0%
Cost of products sold                      79.6%          77.9%       1.7%         78.6%          77.2%      1.4%
                                    ------------   ------------   --------  ------------   ------------   -------
Gross profit                               20.4%          22.1%     (1.7%)         21.4%          22.8%     (1.4%)
SG&A                                       16.8%          17.6%     (0.7%)         16.7%          16.2%      0.5%
                                    ------------   ------------   -------   ------------   ------------   -------
Operating earnings before
    amortization (1)                        3.5%           4.5%     (1.0%)          4.7%           6.6%     (1.9%)
Amortization of intangibles                 0.6%           0.6%     (0.1%)          0.5%           0.6%      0.0%
                                    ------------   ------------   -------   ------------   ------------   -------
Operating earnings                          3.0%           3.9%     (1.0%)          4.1%           6.1%     (2.0%)
Interest expense, net                       1.2%           1.4%     (0.2%)          1.2%           1.2%      0.0%
Other (income) and expense, net           (0.1%)         (0.1%)       0.1%          0.0%         (0.1%)      0.0%
                                    ------------   ------------   --------   -----------   ------------   -------
Earnings before taxes                       1.8%           2.7%     (0.8%)          3.0%           4.9%     (1.9%)
Income taxes                                0.6%           0.9%     (0.3%)          1.0%           1.7%     (0.7%)
                                    ------------   ------------   -------   ------------   ------------   -------
Net earnings                                1.2%           1.8%     (0.5%)          2.0%           3.2%     (1.2%)
                                    ============   ============   =======   ============   ============   =======

<FN>
NM - Not meaningful

(1) Operating earnings before amortization is a non-GAAP measure that
differs from operating earnings in that it excludes amortization of
intangibles. Operating earnings before amortization 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 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>


                                     29

<PAGE>
<PAGE>


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

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. 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 ongoing businesses for the second quarter of 2005 were $488.2,
increasing $5.7 or 1.2% versus last year due to increased sales of better
plus price point men's and junior sportswear brands partially offset by
decreased sales of popular-to-moderately priced women's brands and private
label business. Sales for the six months ended July 30, 2005 were $1,041.8,
decreasing $43.4 or 4.0% versus last year due to sales declines in the
popular-to-moderately priced women's brands partially offset by sales
increases in the better plus price point men's brands.

GROSS PROFIT for ongoing businesses for the second quarter of 2005 was $99.5
or 20.4% of sales, decreasing $7.2 or 1.7% of sales versus $106.7 or 22.1%
of sales reported for the second quarter of 2004. For the six months ended
July 30, 2005, gross profit was $222.8 or 21.4% of sales, decreasing $25.1
or 1.4% of sales versus $247.9 or 22.8% of sales compared to the
corresponding period of the prior year. The decline in the Company's gross
margin rate for the three and six months ended July 30, 2005 resulted from
competitive price pressure and higher markdown expense, primarily in the
Women's Sportswear segment, in the first and second quarters of 2005 as
compared to the first and second quarters of 2004.

SG&A EXPENSE for ongoing businesses for the second quarter of 2005 decreased
$2.6 or 3.0% compared to the second quarter of 2004 due to a decrease in
overhead in business units experiencing lower sales. SG&A expense as a
percentage of sales decreased to 16.8% in the second quarter of 2005 from
17.6% in the second quarter of 2004. SG&A expense for the six months ended
July 30, 2005 decreased $1.9 or 1.0% compared to the corresponding period of
the prior year. The decrease was primarily due to a decrease in overhead in
business units experiencing lower sales partially offset by increased
advertising expense. SG&A expense as a percentage of sales increased to
16.7% for the six months ended July 30, 2005 from 16.2% for the six months
ended July 31, 2004 due to decreased sales.

AMORTIZATION of intangible assets for ongoing businesses remained relatively
consistent for the three and six months ended July 30, 2005 compared to the
corresponding periods of the prior year.

INCOME TAXES. In 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 foreign earnings that are repatriated under a domestic reinvestment
plan, as defined therein. During the second quarter of 2005, the Company
adopted a formal domestic reinvestment plan to repatriate approximately
$150.0 of foreign earnings. This repatriation resulted in a one-time tax
benefit of $13.0 recorded during the second quarter of 2005 due to reversal
of $23.0 of previously provided taxes on foreign earnings, which will not be
incurred under the new regulations, offset by $10.0 of taxes provided on
earnings to be repatriated. To accomplish the repatriation, plans are for
the Company's foreign subsidiaries to pay dividends of $150.0 to the Company
during the third and fourth quarters of 2005.

The Company's effective tax rate on pretax earnings, excluding charges
associated with the 2005 Restructuring Plan and the $13.0 effect of the
repatriation described above, was lowered in 2005 (32.0% in 2005 versus
33.3% for the three months ended July 31, 2004 and 34.1% for the six months
ended July 31, 2004) as the Company is expected to benefit from the
repatriation of this year's foreign earnings under the Act. The Company's
expectation is that future foreign earnings will be permanently invested
offshore for the foreseeable future, and no taxes will be provided on these
foreign earnings. The benefit of the lower tax rate could change in the
future if the composition of domestic and foreign earnings changes
significantly.

The Company's effective tax benefit rate on all charges associated with the
2005 Restructuring Plan was 30.0%. This effective rate is less than the U.S.
statutory rate of 35.0% primarily due to the non-deductibility of certain
costs (goodwill impairment) recorded under the 2005 Restructuring Plan.

The Company's overall effective tax benefit rate for the three- and
six-month periods ended July 30, 2005 was 39.9% and 41.1%, respectively.
These rates are different than the U.S. statutory rate of 35.0% due
primarily to the repatriation benefit described above.


                                     30

<PAGE>
<PAGE>

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

BUSINESS UNITS TO BE EXITED AND IMPAIRMENT, RESTRUCTURING AND RELATED
NON-RECURRING CHARGES: The following tables provide non-GAAP summarized
financial data for the three and six month periods ended July 30, 2005 and
July 31, 2004, for the business units to be exited and impairment,
restructuring and related non-recurring charges (percentages are calculated
based on actual data, but columns may not add due to rounding). These tables
present the same information for the business units to be exited and the
impairment, restructuring and related non-recurring charges as presented in
the Reconciliation of Operating Results shown earlier. The non-GAAP
financial information should be considered in addition to, not as a
substitute for or as being superior to, operating income, cash flows or
other measures of financial performance prepared in accordance with GAAP.

<TABLE>
<CAPTION>
                                              Three months ended                       Six months ended
                                    -------------------------------------   -------------------------------------
                                      July 30,       July 31,     Percent     July 30,       July 31,     Percent
                                        2005           2004        Change       2005           2004       Change
                                    ------------   ------------   -------   ------------   ------------   -------
<S>                                 <C>            <C>            <C>       <C>            <C>            <C>
Net sales                           $       73.6   $       78.0     (5.6%)  $      159.4   $      161.3     (1.2%)
Cost of products sold                      128.8           64.2    100.7%          204.8          132.2     55.0%
                                    ------------   ------------   -------   ------------   ------------   -------

Gross (loss) profit                        (55.3)          13.8   (501.7%)         (45.4)          29.1   (255.9%)

SG&A                                        12.6           14.6    (13.3%)          26.9           30.3    (11.2%)
                                    ------------   ------------   -------   ------------   ------------   -------
Operating loss before amortization
    and impairment, restructuring
    and related non-recurring
    charges (1)                            (67.8)          (0.8)       NM          (72.3)          (1.2)       NM
Amortization of intangibles                  0.4            0.4      0.0%            0.8            0.8      0.0%
Impairment, restructuring and
    related non-recurring charges           71.9              -        NM           71.9              -        NM
                                    ------------   ------------   -------   ------------   ------------   -------
Operating loss                            (140.1)          (1.2)       NM         (145.0)          (2.0)       NM
Other (income) and expense, net                -              -         -              -              -         -
                                    ------------   ------------   -------   ------------   ------------   -------
Loss before taxes                         (140.1)          (1.2)       NM         (145.0)          (2.0)       NM
Income tax benefit                         (42.2)          (0.4)       NM          (43.7)          (0.7)       NM
                                    ------------   ------------   -------   ------------   ------------   -------
Net loss                            $      (98.0)  $       (0.8)       NM   $     (101.2)  $       (1.3)       NM
                                    ============   ============   =======   ============   ============   =======
Effective tax benefit rate                (30.1%)        (34.7%)                  (30.2%)        (34.5%)

<CAPTION>
                                               Three months ended                       Six months ended
                                    -------------------------------------   --------------------------------------
                                      July 30,        July 31,    % Point     July 30,        July 31,    % Point
As a percentage of net sales:           2005            2004       Change       2005           2004       Change
-----------------------------       ------------   ------------   -------   ------------   ------------   -------
<S>                                       <C>            <C>         <C>          <C>            <C>         <C>
Net sales                                 100.0%         100.0%      0.0%         100.0%         100.0%      0.0%
Cost of products sold                     175.1%          82.4%     92.7%         128.5%          81.9%     46.5%
                                    ------------   ------------   -------   ------------   ------------   -------
Gross (loss) profit                      (75.1%)          17.6%    (92.7%)        (28.5%)         18.1%    (46.5%)
SG&A                                       17.1%          18.7%     (1.5%)         16.9%          18.8%     (1.9%)
                                    ------------   ------------   -------   ------------   ------------   -------
Operating loss before amortization
    and impairment, restructuring
    and related non-recurring
    charges (1)                          (92.2%)         (1.0%)    (91.2%)        (45.3%)         (0.7%)   (44.6%)
Amortization of intangibles                 0.6%           0.5%      0.0%           0.5%           0.5%      0.0%
Impairment, restructuring and
    related non-recurring charges          97.7%           0.0%     97.7%          45.1%           0.0%     45.1%
                                    ------------   ------------   -------   ------------   ------------   --------
Operating loss                          (190.4%)         (1.5%)   (188.9%)        (90.9%)         (1.2%)   (89.7%)
Other (income) and expense, net            0.0%           0.0%       0.0%           0.0%           0.0%      0.0%
                                    -----------    ------------   -------   ------------   ------------   -------
Loss before taxes                       (190.4%)         (1.5%)   (188.9%)        (90.9%)         (1.2%)   (89.7%)
Income tax benefit                       (57.3%)         (0.5%)    (56.8%)        (27.4%)         (0.4%)   (27.0%)
                                    -----------    -----------    -------   ------------   ------------   -------
Net loss                                (133.1%)         (1.0%)   (132.1%)        (63.5%)         (0.8%)   (62.7%)
                                    ===========    ===========    =======   ============   ============   =======

<FN>
NM - Not meaningful

See following page for footnote (1) to above tables.



                                     31

<PAGE>
<PAGE>


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

<FN>
(1) Operating loss before amortization and impairment, restructuring and
related non-recurring charges is a non-GAAP measure that differs from
operating loss in that it excludes amortization of intangibles and
impairment, restructuring and related non-recurring charges. Operating loss
before amortization and impairment, restructuring and related non-recurring
charges should not be considered as an alternative to operating loss.
Operating loss before amortization and impairment, restructuring and related
non-recurring charges 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
loss before amortization and impairment, restructuring and related
non-recurring charges between periods is useful in showing the interaction
of changes in gross profit and SG&A without inclusion of the amortization of
intangibles and impairment, restructuring and related non-recurring charges,
the changes in which are explained elsewhere. The subtotal of operating loss
before amortization and impairment, restructuring and related charges may
not be comparable to any similarly titled measure used by another company.
</TABLE>

BUSINESS UNITS TO BE EXITED. Sales for the second quarter of 2005 were
$73.6, decreasing $4.4 or 5.6% versus last year due primarily to sales
allowances of the business units to be exited as part of the restructuring
charges of $5.2. Gross (loss) profit for the second quarter of 2005 was
($55.3) or (75.1%) of sales versus $13.8 or 17.6% of sales reported for the
second quarter of 2004. Included in gross (loss) profit in the second
quarter of 2005 is $61.5 of sales allowances and inventory reserves related
to the 2005 Restructuring Plan. SG&A for the second quarter of 2005
decreased $1.9 primarily due to a decrease in compensation expense.

Sales for the six months ended July 30, 2005 were $159.4, decreasing $1.9 or
1.2% versus last year primarily due to sales allowances of the business
units to be exited of $5.2 partially offset by an increase in the private
label denim menswear business. Gross (loss) profit for the six months ended
July 30, 2005 was ($45.4) or (28.5%) of sales versus $29.1 or 18.1% of sales
for the six months ended July 31, 2004. Included in gross (loss) profit in
the six months ended July 30, 2005 is $61.5 of sales allowances and
inventory reserves related to the 2005 Restructuring Plan. SG&A for the six
months ended July 30, 2005 decreased $3.4 primarily due to a decrease in
overhead in business units experiencing lower sales.

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.

RECONCILIATION: The following tables provide the non-GAAP segment net sales
and (loss) earnings for the three and six month periods ended July 30, 2005
and July 31, 2004, for the ongoing businesses and businesses to be exited
separately. The tables present this breakdown of the Company's operations in
a manner that reconciles to the results for the consolidated Company. The
non-GAAP segment net sales and (loss) earnings for the ongoing businesses
are provided separately from businesses to be exited to enhance the user's
overall understanding of the Company's current financial performance. The
Company believes the non-GAAP segment net sales and (loss) earnings provide
useful information to both management and investors by excluding sales and
expenses that the Company believes are not indicative of the Company's core
operating results. Segment net sales and (loss) earnings for ongoing
businesses are the primary measures used by management to evaluate the
Company's performance, as well as the performance of the Company's business
units and segments. The non-GAAP financial information should be considered
in addition to, not as a substitute for or as being superior to, operating
income, cash flows or other measures of financial performance prepared in
accordance with GAAP.


                                     32

<PAGE>
<PAGE>

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

<TABLE>
<CAPTION>
THREE MONTHS ENDED                            July 30, 2005                             July 31, 2004
                                ----------------------------------------   ---------------------------------------
                                  Ongoing      Businesses   Consolidated     Ongoing     Businesses   Consolidated
Net sales                        Businesses   to be Exited     Total        Businesses  to be Exited     Total
---------                       -----------   ------------  ------------   -----------  ------------  ------------
<S>                             <C>            <C>           <C>           <C>           <C>          <C>
Women's Sportswear              $     284.0    $      13.2   $     297.2   $     296.2   $     23.4   $     319.6
Men's Sportswear                      120.9           33.4         154.3         110.6         29.0         139.6
Other Soft Goods                       83.4           27.0         110.4          75.8         25.5         101.3
                                -----------    -----------   -----------   -----------   ----------   -----------
Total net sales                 $     488.2    $      73.6   $     561.8   $     482.5   $     78.0   $     560.5
                                ===========    ===========   ===========   ===========   ==========   ===========

<CAPTION>
                                              July 30, 2005                             July 31, 2004
                                ----------------------------------------   ---------------------------------------
                                  Ongoing      Businesses   Consolidated     Ongoing     Businesses   Consolidated
Segment earnings (loss)          Businesses   to be Exited     Total        Businesses  to be Exited     Total
-----------------------         -----------   ------------  ------------   -----------  ------------  ------------
<S>                             <C>            <C>           <C>           <C>           <C>          <C>
Women's Sportswear              $       7.8    $     (16.1)  $      (8.3)  $      14.9   $     (0.1)  $      14.8
Men's Sportswear                       15.6          (24.5)         (8.9)         12.4          1.9          14.3
Other Soft Goods                        6.1          (27.3)        (21.2)          5.9         (2.6)          3.3
General Corporate                     (12.2)             -         (12.2)        (11.2)           -         (11.2)
                                -----------    -----------   -----------   -----------   ----------   -----------
Total segment earnings (loss)   $      17.2    $     (67.8)  $     (50.6)  $      21.9   $     (0.8)  $      21.1
                                ===========    ===========   ===========   ===========   ==========   ===========

<CAPTION>
SIX MONTHS ENDED                                 July 30, 2005                             July 31, 2004
                                ------------------------------------------ ---------------------------------------
                                   Ongoing     Businesses    Consolidated    Ongoing     Businesses   Consolidated
Net sales                        Businesses   to be Exited      Total       Businesses  to be Exited     Total
---------                       ---------------------------  -------------  ----------  ------------  ------------
<S>                             <C>            <C>           <C>           <C>           <C>          <C>
Women's Sportswear              $     619.4    $      37.8   $     657.2   $     699.9   $     57.7   $     757.5
Men's Sportswear                      251.9           66.8         318.8         220.9         46.9         267.8
Other Soft Goods                      170.4           54.8         225.2         164.5         56.8         221.3
                                -----------    -----------   -----------   -----------   ----------   -----------
Total net sales                 $   1,041.8    $     159.4   $   1,201.2   $   1,085.2   $    161.3   $   1,246.6
                                ===========    ===========   ===========   ===========   ==========   ===========

<CAPTION>
                                              July 30, 2005                             July 31, 2004
                                ----------------------------------------   ---------------------------------------
                                  Ongoing      Businesses   Consolidated     Ongoing     Businesses   Consolidated
Segment earnings (loss)          Businesses   to be Exited     Total        Businesses  to be Exited     Total
-----------------------         -----------   ------------  ------------   -----------  ------------  ------------
<S>                             <C>            <C>           <C>           <C>           <C>          <C>
Women's Sportswear              $      28.4    $     (18.2)  $      10.2   $      55.2   $      3.9   $      59.1
Men's Sportswear                       26.7          (23.9)          2.7          25.2         (0.3)         25.0
Other Soft Goods                       16.4          (30.2)        (13.8)         15.3         (4.8)         10.6
General Corporate                     (22.8)             -         (22.8)        (23.8)           -         (23.8)
                                -----------    -----------   -----------   -----------   ----------   -----------
Total segment earnings (loss)   $      48.7    $     (72.3)  $     (23.6)  $      71.9   $     (1.2)  $      70.8
                                ===========    ===========   ===========   ===========   ==========   ===========
</TABLE>


                                     33

<PAGE>
<PAGE>


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

ONGOING BUSINESSES: Sales and segment earnings for ongoing businesses by
segment were as follows (amounts are presented based on actual data,
therefore columns/rows may not add due to rounding):

<TABLE>
<CAPTION>
                                         Three months ended                       Six months ended
                                ------------------------------------    -----------------------------------
                                  July 30,       July 31,    Percent     July 30,      July 31,     Percent
Net sales                           2005           2004       Change       2005         2004         Change
---------                       -----------    -----------   -------    ----------   -----------    -------
<S>                             <C>            <C>           <C>        <C>          <C>            <C>
     Women's Sportswear         $     284.0    $     296.2     (4.1%)   $    619.4   $     699.9     (11.5%)
     Men's Sportswear                 120.9          110.6      9.3%         251.9         220.9      14.1%
     Other Soft Goods                  83.4           75.8     10.1%         170.4         164.5       3.6%
                                -----------    -----------   -------    ----------   -----------    -------
     Total net sales            $     488.2    $     482.5      1.2%    $  1,041.8   $   1,085.2      (4.0%)
                                ===========    ===========   =======    ==========   ===========    =======

<CAPTION>
                                    Three months ended - amounts          Three months ended - percentages
                                ------------------------------------    -----------------------------------
                                  July 30,       July 31,    Percent     July 30,      July 31,     % Point
Segment earnings                    2005           2004       Change       2005         2004         Change
----------------                -----------    -----------   -------    ----------   -----------    -------
<S>                             <C>            <C>           <C>        <C>          <C>            <C>
     Women's Sportswear         $       7.8    $      14.9    (47.7%)         2.7%          5.0%      (2.3%)
     Men's Sportswear                  15.6           12.4     25.7%         12.9%         11.2%       1.7%
     Other Soft Goods                   6.1            5.9      3.5%          7.3%          7.7%      (0.5%)
     General Corporate                (12.2)         (11.2)     8.8%            NM            NM         NM
                                -----------    -----------   -------    ----------   -----------    -------
     Segment earnings           $      17.2    $      21.9    (21.4%)         3.5%          4.5%      (1.0%)
                                ===========    ===========   =======    ==========   ===========    =======

<CAPTION>
                                     Six months ended - amounts            Six months ended - percentages
                                ------------------------------------    -----------------------------------
                                  July 30,       July 31,    Percent     July 30,      July 31,     % Point
Segment earnings                    2005           2004       Change       2005         2004        Change
----------------                ------------   -----------   -------    ----------   -----------    -------
<S>                             <C>            <C>           <C>        <C>          <C>            <C>
     Women's Sportswear         $      28.4    $      55.2    (48.5%)         4.6%          7.9%      (3.3%)
     Men's Sportswear                  26.7           25.2      5.7%         10.6%         11.4%      (0.8%)
     Other Soft Goods                  16.4           15.3      6.9%          9.6%          9.3%       0.3%

     General Corporate                (22.8)         (23.8)    (4.2%)           NM            NM         NM
                                -----------    -----------   -------    ----------   -----------    -------
     Segment earnings           $      48.7    $      71.9    (32.3%)         4.7%          6.6%      (2.0%)
                                ===========    ===========   =======    ==========   ===========    =======

<FN>
     NM - Not meaningful
</TABLE>

WOMEN'S SPORTSWEAR - ONGOING. Sales of ongoing businesses for the second
quarter of 2005 were $284.0 decreasing $12.2 or 4.1% versus last year due to
a decrease in the traditionally styled popular-to-moderately priced women's
brands partially offset by growth in junior sportswear. Sales of ongoing
businesses for the six months ended July 30, 2005 were $619.4, decreasing
$80.5 or 11.5% versus last year due to reduced orders for some of the
Company's traditionally styled popular-to-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.

Segment earnings of ongoing businesses for the second quarter of 2005 were
$7.8, down $7.1 from last year and for the six months ended July 30, 2005,
were $28.4, down $26.8 from last year. Besides the decline in segment sales,
segment earnings of ongoing businesses were also adversely impacted by a
decline in gross profit as a percent of sales (2.1 percentage points for the
second quarter of 2005 compared to the second quarter of 2004 and 2.3
percentage points for the six months ended July 30, 2005 compared to the six
months ended July 31, 2004) related to markdown support provided to
customers and higher off-price sales in the first and second quarters of
2005 compared to the first and second quarters of 2004.


                                     34

<PAGE>
<PAGE>

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

MEN'S SPORTSWEAR - ONGOING. Sales of ongoing businesses for the second
quarter of 2005 were $120.9, increasing $10.3 or 9.3% versus last year.
Sales of ongoing businesses for the six months ended July 30, 2005 were
$251.9, increasing $31.0 or 14.1% versus last year. The sales increase for
both periods was due to growth in the private label shirt business as well
as the Phat Farm sportswear wholesale business, which the Company began
selling during the second quarter of 2004.

Segment earnings of ongoing businesses for the second quarter of 2005 were
$15.6, up $3.2 from last year, and for the six months ended July 30, 2004,
were $26.7, up $1.5 from last year. The increase in earnings was due to the
increase in sales and 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 shirt programs.

OTHER SOFT GOODS - ONGOING. Sales of ongoing businesses for the second
quarter of 2005 were $83.4, increasing $7.6 or 10.1% versus the second
quarter of 2004. Sales of ongoing businesses for the six months ended July
30, 2005 were $170.4, increasing $5.9 or 3.6% from last year. The increase
was due to the strength of the Company's major consumer brands and flat
retail selling prices across most product categories following several years
of price deflation.

Segment earnings of ongoing businesses for the second quarter of 2005
increased slightly to $6.1 from $5.9 in the second quarter of 2004. Segment
earnings of ongoing businesses for the six months ended July 30, 2005
increased slightly to $16.4 from $15.3 for the six months ended July 31,
2004. The segment earnings of ongoing businesses increased slightly despite
the increase in sales due to a decrease in gross margin (3.1 percentage
point decrease for the second quarter of 2005 compared to the second quarter
of 2004 and 1.0 percentage point decrease for the six months ended July 30,
2005 compared to the six months ended July 31, 2004) related to competitive
price pressure, rising raw material prices, change in product mix, higher
markdown support provided to customers and higher off-price sales in the
first and second quarters of 2005 compared to the first and second quarters
of 2004.

GENERAL CORPORATE expense for the second quarter of 2005 was $12.2, up $1.0
from last year. For the six months ended July 30, 2005, general corporate
expense was $22.8, down $1.0 from last year.

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 July 30, 2005, the Company's debt-to-capital ratio
was 42.3%, up 1.7% and 2.6% from July 31, 2004 and January 29, 2005,
respectively, primarily due to a decrease in equity related to the net loss
incurred in the three month period ended July 30, 2005.


                                     35

<PAGE>
<PAGE>

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

Total cash outlays related to the 2005 Restructuring Plan are expected to be
$47.0. Also, the Company has announced a share repurchase program of up to
10% or $75.0 of its stock. Management believes that the current cash will
provide the capital flexibility necessary to fund the restructuring and the
announced stock repurchase program and to meet existing obligations.

Under the Company's share buyback program, beginning on August 2, 2005, the
Company repurchased 504,800 shares through September 1, 2005 at an average
price of $24.61 per share.

During the second quarter of 2005, the Company adopted a formal domestic
reinvestment plan to repatriate approximately $150.0 of foreign earnings.
The repatriation of foreign earnings will result in the movement of cash
balances from foreign subsidiaries to the United States. Total cash will be
impacted only to the extent the foreign subsidiaries borrow additional
funds.

NET CASH PROVIDED BY OPERATING ACTIVITIES was $56.7 for the six months ended
July 30, 2005 compared to $39.0 for the six months ended July 31, 2004. The
$17.7 increase in net cash provided by operating activities from last year
was due to year over year decreases in accounts receivable and inventories.
The change in current deferred taxes and prepaid expenses and accounts
payable and accrued expenses was primarily due to the movement of current
taxes from accrued expenses to prepaid expenses due to the tax impact of the
restructuring. The Company generated this cash from operating activities in
spite of the net loss as the net loss included impairment, restructuring and
other non-recurring charges of $93.4, all of which are non-cash charges in
the period.

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 July 30, 2005 are
primarily a result of seasonality of the Company's businesses.

   -   Accounts receivable increased $33.6 to $375.4 at July 30, 2005 from
       $341.8 at July 31, 2004 primarily due to the accounts receivable
       associated with the Phat Farm sportswear wholesale business and the
       increase in days sales outstanding. Days sales outstanding were 52
       days as of July 30, 2005 compared to 49 days at July 31, 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 decreased $64.3 to $282.5 at July 30, 2005 from $346.8 at
       July 31, 2004. Days supply now stands at 53 days compared to 58 days
       at July 31, 2004. The decrease in inventories is primarily due to
       additional inventory reserves recorded related to the 2005
       Restructuring Plan.

   -   Accounts payable and accrued expenses decreased $11.4 to $311.6 at
       July 30, 2005 from $323.0 at July 31, 2004 primarily as a result of a
       decrease in inventory purchases at the end of the second quarter of
       2005.

NET CASH USED IN INVESTING ACTIVITIES decreased to $19.6 for the six months
ended July 30, 2005 from $154.7 for the six months ended July 31, 2004. The
decrease was primarily due to the acquisition of Phat Fashions, LLC and Phat
Licensing, LLC (together referred to as Phat) in the first quarter of 2004.
The $19.6 of cash used in investing activities for the six months ended July
30, 2005 was due primarily to the additional cash purchase consideration
paid to Briggs New York Corp. ($8.8) and Phat ($3.4) in the first and second
quarters of 2005, respectively, and capital expenditures of $10.8.

NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES decreased to ($5.4) for
the six months ended July 30, 2005 from $199.1 for the six months ended July
31, 2004. The $204.5 decrease was primarily due to proceeds from the
Company's 3.50% Convertible Senior Debentures in the first quarter of 2004.

During the second quarter of 2004, the Company privately placed $200.0 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 7).


                                     36

<PAGE>
<PAGE>

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

On October 20, 2004, the Company executed a $400.0 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 bore interest at LIBOR plus a spread ranging from .60% to 1.25%
with such spread depending on the Company's leverage ratio. On September 1,
2005, the Credit Agreement was amended to accommodate the impact of the 2005
Restructuring Plan. The amendments to the Credit Agreement changed the
interest rate spread to LIBOR plus .60% to 1.45%. In addition, provisions
were added to include a borrowing base calculation, and the financial
covenants were updated (see financial statement Note 7). 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 $22.5.
In addition to this facility, the Company has $4.5 in outstanding letters of
credit used by its foreign subsidiaries.

After the announcement of the 2005 Restructuring Plan, Standard & Poor's
downgraded the Company's credit rating to BB from BBB-, and Moody's
downgraded the Company's credit rating to Ba2 from Ba1. These actions are
not expected to impact the Company's operations.

CASH AND CASH EQUIVALENTS increased $30.7 to $293.2 at July 30, 2005 from
$262.5 at July 31, 2004. This increase was primarily due to positive cash
flow from operations.



                                     37

<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 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  ability to successfully complete the restructuring plan;

   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.

                                     38

<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 July 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 of approximately $463 million, which
compares to the book value of $470 million. With respect to the Company's
fixed-rate debt outstanding at July 30, 2005, a 10% increase in interest
rates would have resulted in approximately a $22.8 decrease in the market
value of Kellwood's fixed-rate debt; a 10% decrease in interest rates would
have resulted in approximately a $24.7 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 material to the Company's business or
its consolidated financial position, results of operations or cash flows.


                                     39

<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 and six months ended July 30, 2005 and July
31, 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 April
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 the 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 July 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 July 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 July 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.


                                     40

<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 July 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 control over financial reporting
described in the preceding paragraph are being implemented subsequent to the
quarter ended July 30, 2005.

Changes in Internal Control over Financial Reporting

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


                                     41

<PAGE>
<PAGE>

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

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

In July 2005, the Company announced a stock repurchase program. The Board of
Directors authorized the Company to repurchase, at the Company's discretion,
up to ten percent of the outstanding shares of its common stock through open
market or privately negotiated transactions. The Board of Directors has
approved the investment of up to $75 million for this purpose. This program
replaces the previous stock repurchase program authorized in September 2000.

<TABLE>
<CAPTION>
                                                                                                     Maximum Number
                                                                          Total Number of           (or Approximate
                                                    Average Price        Shares (or Units)       Dollar Value) of Shares
                            Total Number of            as Paid          Purchased as Part of     (or Units) that May Yet
                           Shares (or Units)          per Share          Publicly Announced        Be Purchased Under
     Fiscal Month              Purchased              (or Unit)          Plans or Programs        the Plans or Programs
----------------------     -----------------       ---------------      --------------------     -----------------------
<S>                        <C>                     <C>                  <C>                       <C>
May (5/1/05 - 6/4/05)                      -       $             -                       -                            -
June (6/5/05 - 7/2/05)                     -                     -                       -                            -
July (7/3/05 - 7/30/05)                    -                     -                       -                    2,783,785
                           -----------------       ---------------       -----------------        ---------------------
Total                                      -       $             -                       -                    2,783,785
                           =================       ===============       =================        =====================
</TABLE>

Under the Company's share buyback program, beginning on August 2, 2005, the
Company repurchased 504,800 shares through September 1, 2005 at an average
price of $24.61 per share.

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
----------------------     -----------------       --------------
May (5/1/05 - 6/4/05)                  5,466       $        25.82
June (6/5/05 - 7/2/05)                 7,404                27.43
July (7/3/05 - 7/30/05)                    -                    -
                           -----------------       --------------
Total                                 12,870       $        26.74
                           =================       ==============


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

         S.E.C. Exhibit
         Reference No.                Description
         --------------               -----------

            4.10        Amendment No. 1 to Credit Agreement dated as of
                        September 1, 2005 among Kellwood Company, certain
                        commercial lending institutions, and Bank of America,
                        N.A., as Administrative Agent and Banc of America
                        Securities LLC as Sole Lead Arranger and Sole Book
                        Manager, filed herewith.

            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 of Chief Executive Officer and Chief
                        Financial Officer pursuant to Section 906 of the
                        Sarbanes-Oxley Act of 2002, furnished herewith.


                                     42

<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)



                                     43