<PAGE>

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM 10-Q


(Mark One)

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

        For the quarterly period ended April 30, 2001

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

        For the transition period from              to
                                       -------------   -------------


                        Commission File Number 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
                                                   ---    ---

Number of shares of common stock, par value $.01, outstanding at April 30, 2001
(only one class): 22,721,975.
                  ----------

<PAGE>
<PAGE>

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

                                    INDEX
                                    -----

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

             Condensed Consolidated Balance Sheet                      3

             Condensed Consolidated Statement of Earnings              4

             Condensed Consolidated Statement of Cash Flows            5

             Notes to Condensed Consolidated Financial
              Statements                                             6-8

             Management's Discussion and Analysis of
              Financial Condition and Results of Operations         9-15


PART II.     OTHER INFORMATION                                        16



                                     2

<PAGE>
<PAGE>

<TABLE>
<CAPTION>
                             PART I. FINANCIAL INFORMATION
                             -----------------------------

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

                                                      April 30,
                                             --------------------------    January 31,
                                                 2001           2000          2001
                                             -----------    -----------    -----------
<S>                                          <C>            <C>            <C>
ASSETS
------
Current assets:
    Cash and time deposits                   $    26,216    $    40,312    $    10,437
    Receivables, net                             458,118        414,915        364,522
    Inventories                                  451,688        323,928        503,164
    Prepaid taxes and expenses                    32,777         37,209         29,017
                                             -----------    -----------    -----------
         Total current assets                    968,799        816,364        907,140

Property, plant and equipment, net               112,246        102,865        114,498

Intangible assets, net                           125,412         66,763        127,793

Other assets                                      43,511        105,009        116,294
                                             -----------    -----------    -----------

Total assets                                 $ 1,249,968    $ 1,091,001    $ 1,265,725
                                             ===========    ===========    ===========



LIABILITIES AND SHAREOWNERS' EQUITY
-----------------------------------
Current liabilities:
    Current portion of long-term debt        $    13,784    $     9,373    $    13,812
    Notes payable                                 95,860         24,490        117,702
    Accounts payable                             137,334        133,291        154,617
    Accrued expenses                             135,625         89,053         76,370
                                             -----------    -----------    -----------
         Total current liabilities               382,603        256,207        362,501

Long-term debt                                   370,739        344,302        411,331

Deferred income taxes and other                   44,236         58,049         60,797

Shareowners' equity:
    Common stock                                 168,858        166,304        168,171
    Retained earnings                            428,083        385,163        406,607
    Accumulated other comprehensive income       (11,251)        (8,923)       (10,572)
                                             -----------    -----------    -----------
                                                 585,690        542,544        564,206
    Less treasury stock, at cost                (133,300)      (110,101)      (133,110)
                                             -----------    -----------    -----------
         Total shareowners' equity               452,390        432,443        431,096
                                             -----------    -----------    -----------
Total liabilities & shareowners' equity      $ 1,249,968    $ 1,091,001    $ 1,265,725
                                             ===========    ===========    ===========

See notes to condensed consolidated financial statements.
</TABLE>
                                     3

<PAGE>
<PAGE>

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


                                           Three Months Ended
                                                 April 30,
                                         -----------------------
                                           2001           2000
                                         ---------     ---------
<S>                                     <C>            <C>
Net sales                                $ 709,367     $ 649,440

Costs and expenses:
    Cost of products sold                  556,414       507,976
    Selling, general and
       administrative expenses              99,381        85,767
    Pension Income                               -        (1,810)
    Amortization of intangible assets        2,345         1,717
    Interest expense                        10,985         8,088
    Interest income and other, net            (869)         (602)
                                         ---------     ---------

Earnings before income taxes                41,111        48,304

Income taxes                                16,000        19,300
                                         ---------     ---------
Net earnings                             $  25,111     $  29,004
                                         =========     =========


Weighted average shares outstanding:

    Basic                                   22,713        24,706
                                         =========     =========
    Diluted                                 22,885        24,733
                                         =========     =========

Earnings per share:

    Basic                                $    1.11     $    1.17
                                         =========     =========
    Diluted                              $    1.10     $    1.17
                                         =========     =========

Dividends paid per share                 $     .16     $     .16
                                         =========     =========

See notes to condensed consolidated financial statements.
</TABLE>
                                           4

<PAGE>
<PAGE>

<TABLE>
<CAPTION>

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

                                                            Three Months Ended
                                                                 April 30,
                                                          -----------------------
                                                            2001          2000
                                                          ---------     ---------
<S>                                                      <C>            <C>
OPERATING ACTIVITIES:

Net earnings                                              $  25,111     $  29,004

Add/(deduct) items not affecting operating cash flows:
        Depreciation and amortization                         7,990         6,348
        Increase in prepaid pension cost                          -        (2,199)
        Deferred income taxes and other                       8,247        (1,161)

Changes in working capital:
        Receivables, net                                    (93,596)      (88,047)
        Inventories                                          51,476        71,060
        Prepaid taxes and expenses                              985        10,712
        Accounts payable                                    (17,283)      (18,346)
        Accrued expenses                                      3,500         7,607
                                                          ---------     ---------
Net cash provided/(used) by operating activities            (13,570)       14,978
                                                          ---------     ---------
INVESTING ACTIVITIES:
    Additions to fixed assets                                (3,724)       (3,802)
    Termination of Pension Plan                              98,595             -
    Other investing activities                                   78             1
                                                          ---------     ---------
Net cash provided/(used) by investing activities             94,949        (3,801)
                                                          ---------     ---------
FINANCING ACTIVITIES:
    Reduction of long-term debt                             (40,620)       (3,796)
    Proceeds from notes payable                             935,748       212,878
    Reduction of notes payable                             (957,590)     (192,471)
    Dividends paid                                           (3,634)       (3,931)
    Stock repurchase pursuant to announced plan                   -       (38,127)
    Stock transactions under incentive plans                    496            81
                                                          ---------     ---------
Net cash provided/(used) by financing activities            (65,600)      (25,366)
                                                          ---------     ---------

NET INCREASE/(DECREASE) IN CASH AND TIME DEPOSITS            15,779       (14,189)

Cash and time deposits, beginning of period                  10,437        54,501
                                                          ---------     ---------
Cash and time deposits, end of period                     $  26,216     $  40,312
                                                          =========     =========

See notes to condensed consolidated financial statements.
</TABLE>
                                      5

<PAGE>
<PAGE>

                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
             ----------------------------------------------------
                            (Amounts in thousands)

1. ACCOUNTING POLICIES. It is the opinion of management that all adjustments
necessary for a fair presentation of results for the interim periods have
been reflected in the statements presented. Such adjustments were normal and
recurring in nature.

INVENTORIES: Inventories are stated at the lower of cost or market. Cost is
determined by the first-in, first-out (FIFO) method. As discussed in Note 7,
in the first quarter of fiscal 2001 the Company changed its method of
determining cost for certain domestic inventories (representing
approximately 29% of inventories) from last-in, first-out (LIFO) to FIFO.

Except for this change in accounting for inventories, accounting policies
have been continued without change and are described in the Summary of
Significant Accounting Policies contained in the Company's Annual Report to
Shareowners for fiscal 2000 (the year ended January 31, 2001). For
additional information regarding the Company's financial condition, refer to
the footnotes accompanying the 2000 financial statements. Details in those
notes have not changed significantly except as indicated herein and as a
result of normal transactions in the interim.

<TABLE>
2. SUPPLEMENTAL BALANCE SHEET INFORMATION:

<CAPTION>
                                       April 30,
                           -------------------------------       January 31,
                               2001               2000              2001
                           -------------     -------------     --------------
<S>                        <C>               <C>               <C>
Inventories:
      Finished goods       $     275,562     $     174,525     $      322,601
      Work in process             98,070            79,968            106,355
      Raw materials               78,056            69,435             74,208
                           -------------     -------------     --------------
      Total Inventories    $     451,688     $     323,928     $      503,164
                           =============     =============     ==============
</TABLE>

If inventories were valued at current replacement costs, they would have
totaled $325,910 and $506,583 at April 30, 2000, and January 31, 2001,
respectively. In the first quarter of fiscal 2001 the Company changed its
inventory valuation method for certain inventories formerly accounted for
under the LIFO method.

<TABLE>
<CAPTION>
                                                        April 30,
                                             -------------------------------       January 31,
                                                 2001               2000              2001
                                             -------------     -------------     --------------
<S>                                          <C>               <C>               <C>
Intangible assets:
      Goodwill                               $     116,762     $      63,548     $      117,296
      less accumulated amortization                 27,025            21,162             25,997
                                             -------------     -------------     --------------
      Net goodwill                                  89,737            42,386             91,299
                                             -------------     -------------     --------------

      Other identifiable intangibles                67,377            52,922             66,476
      less accumulated amortization                 31,702            28,545             29,982
                                             -------------     -------------     --------------
      Net other identifiable intangibles            35,675            24,377             36,494
                                             -------------     -------------     --------------

      Net intangible assets                  $     125,412     $      66,763     $      127,793
                                             =============     =============     ==============
</TABLE>

3. DEBT. On August 31, 1999 the Company executed a $350,000 Senior Credit
Facility with Bank of America as lead arranger and other participating banks
(the "1999 Facility"). The 1999 Facility comprises a $100,000 364 day
revolving credit facility and a $250,000 three-year revolving credit
facility. In August 2000 the 364 day revolving credit facility was extended
for an additional year. The $250,000 three-year revolving credit facility
can also be used for letters of credit. Borrowings under the 1999 Facility
bear interest at a spread of approximately .6% over LIBOR. At April 30,
2001, outstanding short-term loans and letters of credit under the agreement
were $20,000 and $130,000, respectively.

                                      6

<PAGE>
<PAGE>

                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
       ----------------------------------------------------------------
                            (Amounts in thousands)



On January 31, 2001 the Company executed a $62,500 Short Term Credit
Agreement with Bank of America and other participating banks (the "Short Term
Credit Agreement"). The Short Term Credit Agreement was a 208-day revolving
credit facility, which was scheduled to terminate on August 27, 2001. On May
17, 2001 the Company cancelled this Short Term Credit Agreement. No
borrowings were made under this agreement.

The Company maintains informal, uncommitted lines of credit with several
banks which totaled $130,000 at April 30, 2001. Borrowings under these
uncommitted lines totaled $108,000 at April 30, 2001.

4. REPORTABLE SEGMENTS. 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: Women's
Sportswear, Men's Sportswear, and Other Soft Goods. Sales, segment earnings,
and net assets by segment for the quarters ended April 30, 2001 and 2000 as
well as a reconciliation of the segment earnings (defined as Net Sales less
Cost of Products Sold and Selling, General and Administrative expenses) of
the reported segments to total Kellwood earnings before income taxes are as
follows:

<TABLE>
<CAPTION>

                                                  Three months ended April 30,
                                                --------------------------------
                                                    2001               2000
                                                -------------     --------------
<S>                                             <C>               <C>
Net Sales:
    Women's Sportswear                          $     481,940     $      466,071
    Men's Sportswear                                   82,096             81,625
    Other Soft Goods                                  145,331            101,744
                                                -------------     --------------
    Kellwood net sales                          $     709,367     $      649,440
                                                =============     ==============

Segment earnings:
    Women's Sportswear                          $      42,176     $       46,236
    Men's Sportswear                                    7,051              6,350
    Other Soft Goods                                   14,138             12,255
                                                -------------     --------------
    Total segments                                     63,365             64,841

    Amortization of Intangibles                        (2,345)            (1,717)
    Interest expense                                  (10,985)            (8,088)
    General corporate and other                        (8,924)            (6,732)
                                                -------------     --------------
    Earnings before income taxes                $      41,111     $       48,304
                                                =============     ==============

Net Assets at quarter-end:
    Women's Sportswear                          $     653,678     $      504,478
    Men's Sportswear                                  120,838            117,483
    Other Soft Goods                                  206,492            144,648
    Corporate and other                               (48,235)            43,999
                                                -------------     --------------
    Kellwood total                              $     932,773     $      810,608
                                                =============     ==============

Segment net assets measures net working capital, net fixed assets and other
non-current operating assets and liabilities of the segment.
</TABLE>

                                      7

<PAGE>
<PAGE>

                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
       ----------------------------------------------------------------
                            (Amounts in thousands)


5. COMMON STOCK REPURCHASE. On September 8, 2000 the Board of Directors
authorized the Company to repurchase up to an additional ten percent of the
outstanding shares of its Common Stock (up to approximately 2.27 million
shares) in the open market or through privately negotiated transactions at
management's discretion and depending on market conditions. Purchases will be
financed out of the Company's cash resources. As discussed in Note 6 to the
fiscal 2000 financial statements, certain debt covenants may limit purchases
under this authorization. No purchases have been made pursuant to this
authorization.

6. ADOPTION OF SFAS 133. On February 1, 2001 the Company adopted SFAS 133,
Accounting for Derivative Instruments and Hedging Activities, as amended. The
Company periodically enters into forward currency exchange contracts to hedge
its exposure to foreign currency fluctuations for purchases of certain
inventories and sales of certain products. Management expects these
derivatives to be highly effective in hedging the intended foreign currency
fluctuation risks. As of April 30, 2001 the Company's derivatives have been
designated as hedges of variable cash flows of forecasted transactions. As
such, the fair values of the derivatives have been recorded in the
Consolidated Balance Sheet, with the offset recorded in Other Comprehensive
Income. The fair value of these derivatives on the date of adoption of SFAS
133 and on April 30, 2001 was not material. During the quarter the
outstanding forward contracts have been highly effective in hedging the
forecasted transactions. The fair value of these derivatives will be recorded
in earnings as the forecasted transactions take place between May and
December 2001.

7. OTHER INCOME. Other income in the quarter ended April 30, 2001 includes
$3,419 related to the change in accounting for certain inventories from the
LIFO to the FIFO method. The change was effected in the first quarter of
2001 and was not considered material to require restatement of prior years'
income statements as would have been required by Accounting Principles Board
Opinion No. 20 if the impact had been material.

8. COMPREHENSIVE INCOME. The Company's total comprehensive income for the
quarter ended April 30, 2001 and 2000, was $24,432 and $29,459, respectively.
Differences between net earnings and total comprehensive income in each year,
respectively, resulted from foreign currency translation and unrecognized
impacts of derivative instruments.

9. STOCK OPTION PLANS. On March 8, 2001, the Company granted nonqualified
stock options to certain officers and other key employees for 562,200 shares
of common stock at an exercise price of $22.92, which was equal to the market
value of the shares on the grant date.

                                      8

<PAGE>
<PAGE>
                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
       ---------------------------------------------------------------
         RESULTS OF OPERATIONS - $ IN MILLIONS EXCEPT PER SHARE DATA
         -----------------------------------------------------------

OPERATING RESULTS
-----------------
Kellwood Company reported record sales for the first quarter ended April 30,
2001 of $709, up 9% from the $649 reported in the prior year. Net earnings
for the quarter were $25.1 or $1.10 per share on a diluted basis, versus
$29.0 or $1.17 per share last year. The current quarter included a credit of
$3.4 before tax ($2.1 after tax or $.09 per share) resulting from the
Company's change in accounting for certain inventories from LIFO to FIFO.
Excluding this LIFO credit, net earnings were $23.1 or $1.01 per share. As a
result of Kellwood's share repurchase program initiated in December 1999,
average diluted shares in the quarter were 22.9 million vs. 24.7 million in
the prior year.

SEASONALITY: Kellwood's businesses are quite seasonal. The Company generally
sells its products prior to the principal retail selling seasons: spring,
summer, fall, and holiday. Sales and earnings for the first quarter (ended
April 30) have historically been higher than for the second or fourth
quarters of the fiscal year. In recent years, the first quarter's results
have represented approximately 30% of the year's sales and 42% of net
earnings before unusual items.

SUMMARIZED FINANCIAL DATA for the quarter ended April 30, 2001 and 2000 are
as follows. (percentages are calculated based on actual data, but columns
may not add due to rounding):

<TABLE>
<CAPTION>
                                         Three months ended April 30,             as a percentage of net sales
                                      ---------------------------------       ------------------------------------
                                        2001        2000        Change          2001          2000         Change
                                      --------    --------    ---------       ---------    ---------     ---------
    <S>                               <C>        <C>          <C>              <C>         <C>           <C>
    Net Sales                         $    709    $    649         9.2%          100.0%       100.0%             -
    Cost of products sold                  556         508         9.5%           78.4%        78.2%          0.2%
    S, G & A                                99          86        15.9%           14.0%        13.2%          0.8%
                                      --------    --------    ---------       ---------    ---------     ---------
    Operating earnings                      54          56        -3.8%            7.6%         8.6%         -1.0%
    Pension (income)                         -          (2)       -100%               -        -0.3%          0.3%
    Amort. of intangibles                    2           2        36.6%            0.3%         0.3%             -
    Interest expense                        11           8        35.8%            1.5%         1.2%          0.3%
    Interest (income) & other, net *        (1)         (1)       44.4%           -0.1%        -0.1%             -
                                      --------    --------    ---------       ---------    ---------     ---------
    Earnings before tax **                  41          48       -14.9%            5.8%         7.4%         -1.6%
    Income Taxes                            16          19       -17.1%            2.3%         3.0%          0.7%
                                      --------    --------    ---------       ---------    ---------     ---------
    Net Earnings                      $     25    $     29       -13.4%            3.5%         4.5%         -1.0%
                                      ========    ========    =========       =========    =========     =========
    Effective tax rate                    38.9%       40.0%       -1.1%
    Average diluted shares                22.9        24.7        -7.5%
                                      --------    --------    ---------
    Diluted Earnings per Share        $   1.10    $   1.17        -6.4% **
                                      --------    --------    ---------

<FN>
* - Including LIFO credit of $3.4.

** - Earnings before income taxes, excluding the impact of the pension income
in 2000 and the credit from termination of LIFO accounting in 2001, were $38
in 2001 compared to $46 in 2000, an 18.9% decrease. Diluted earnings per
share excluding the LIFO credit were $1.01 in 2001 compared to $1.13 in 2000
excluding the pension income, a 10.9% decrease.
</TABLE>

SALES. Four acquisitions completed in the past year contributed substantially
       all of the year-to-year sales growth:
         - Academy Broadway Corp. (acquired August 2000), part of the Other
           Soft Goods segment,
         - Dorby Frocks, Ltd., (acquired September 2000), part of the Women's
           Sportswear segment,
         - Romance du Jour (acquired September 2000), part of the Other Soft
           Goods segment, and
         - Democracy (acquired December 2000), part of the Women's Sportswear
           segment.

Other factors impacting sales for the quarter included:
     *   the planned repositioning of four of our women's sportswear brands
         and repositioning of our manufacturing base for pants and jeans out
         of the United States and into Mexico, offset by
     *   strong growth in core women's sportswear brands (Sag Harbor(R),
         Koret(R), Kathie Lee(R) career sportswear and dresses), 9% growth in
         the private label woven shirt business, and 28% organic growth in
         Other Soft Goods which includes the Intimate Apparel and Recreation
         Products businesses.

                                      9

<PAGE>
<PAGE>
                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         -----------------------------------------------------------
            AND RESULTS OF OPERATIONS - $ in MILLIONS (continued)
            -----------------------------------------------------


COST OF PRODUCTS SOLD as a percentage of sales in the quarter increased .2%
to 78.4% from 78.2% in the prior year. Gross profit increased from $141
(21.8% of sales) to $153 (21.6% of sales). Acquisitions contributed gross
profit of $15.2 and raised Kellwood's overall margin by .9% on the strong
margins of Dorby. Gross profit from repositioned businesses (David Dart,
Ivy, Sag Harbor Sport and BICE) fell $7.7 on sales of $33, down 58% from
last year.

Gross profit from core and all other business units increased $11.1 million
on 8.5% higher sales volume led by Recreation Products, Intimate Apparel and
Koret. However, margin pressures and product and customer mix caused by the
continuing weak retail environment reduced Kellwood's gross margin by one
percent of sales or $7.1.

S,G&A EXPENSE for the quarter increased $14 to 14.0% of sales from 13.2% in
the prior year principally due to acquisitions which increased S,G&A
spending by $9. $2 lower spending by repositioned businesses partially
offset some of this increase.
During fiscal 2001 three items will increase SG&A as compared to the prior
year, however, two of these items are non-cash:
   *   First, the new agreement between Wal-Mart, Kathie Lee Gifford
       and Kellwood ends the royalty payments previously earned by Kellwood.
       This was approximately $1.1 per quarter and $4.3 for the year in
       fiscal 2000.
   *   Second, with the completion of the integrated business system
       development and the progression into the implementation phase,
       Kellwood will now begin to amortize these development costs. This
       amortization amounted to $.9 per quarter and is expected to be $3.7
       million for the year 2001.
   *   Finally, associated with the termination of the pension program,
       Kellwood increased the Company's matching contributions to the
       employees' 401(k) program. Because this has been pre-funded out of the
       terminated pension plan assets, it is a non-cash expense of $.4 per
       quarter or $1.5 for the total fiscal year 2001.
These three items will appear each quarter throughout the year. During the
first quarter they increased SG&A as a percentage of sales by .6 percentage
points.

PENSION INCOME added $2 to reported earnings in the prior year's first
quarter. This non-cash item will not recur in fiscal 2001 or later years as
a result of the pension plan termination discussed below.

AMORTIZATION of intangible assets increased $.6 or 37% compared to the prior
year as a result of amortization of goodwill on the acquisitions completed
in the past year.

INTEREST EXPENSE for the quarter was up $2.9 compared to the prior year as a
result of the net impact of:
   *   Acquisition spending totaled $121 million last year resulting in $1.8
       higher interest expense.
   *   Higher working capital usage of $110 million resulted in $1.7 higher
       interest expense.
   *   Last Fall's completion of the second share buyback authorization added
       $23 of debt and resulted in higher interest expense of $.6.
Partially offsetting these increases were lower interest expense of $1.2
from positive free cash flow generated from operations and a drop in the
LIBOR rate.

OTHER INCOME in the quarter ended April 30, 2001 includes $3.4 related to
the change in accounting for certain inventories from the LIFO to the FIFO
method. The change was effected in the first quarter of 2001 and was not
considered material to require restatement of prior years' income statements
as would have been required if the impact had been material.

THE EFFECTIVE TAX RATE for the quarter ended April 30, 2001 decreased to
38.9% from 40.0% in the prior year as a result of certain business
initiatives which had the effect of reducing the Company's effective state
income tax rate.

                                     10

<PAGE>
<PAGE>

SHARES OUTSTANDING AND EPS. From December 1999 through October 2000, the
Company repurchased 5.3 million shares of Kellwood Company common stock. As
a result, there were only 22.9 million average shares outstanding for the
quarter, compared with 24.7 million shares on a diluted basis in the prior
year.


SEGMENT RESULTS
---------------
The Company and its subsidiaries are principally engaged in the apparel and
related soft goods industry. Sales by segment for the quarter were as
follows:

<TABLE>
<CAPTION>
                                        Three months ended April 30,           as a % of net sales
                                     ---------------------------------       ----------------------
                                       2001        2000        Change           2001         2000
                                     --------    --------    ---------       ---------    ---------
    <S>                              <C>         <C>          <C>             <C>          <C>
     Women's Sportswear              $    482    $    466         3.4%           67.9%        71.8%
     Men's Sportswear                      82          82         0.6%           11.6%        12.6%
     Other Soft Goods                     145         102        42.8%           20.5%        15.7%
                                     --------    --------    ---------       ---------    ---------
     Total Net Sales                 $    709    $    649         9.2%          100.0%       100.0%
                                     ========    ========    =========       =========    =========
</TABLE>

Segment Earnings by segment for the quarter were as follows:

<TABLE>
<CAPTION>
                                        Three months ended April 30,             as a percentage of net sales
                                     ---------------------------------       -----------------------------------
                                       2001        2000        Change          2001         2000        Change
                                     --------    --------    ---------       --------    ---------    ----------
    <S>                              <C>         <C>          <C>            <C>          <C>         <C>
     Women's Sportswear              $   42.2    $   46.2        (8.8%)          8.8%         9.9%        (1.2%)
     Men's Sportswear                     7.1         6.4        11.0%           8.6%         7.8%         0.8%
     Other Soft Goods                    14.1        12.3        15.4%           9.7%        12.0%        (2.3%)
                                     --------    --------    ---------       --------    ---------    ----------
     Segment Earnings                $   63.4    $   64.8        (2.3%)          8.9%        10.0%        (1.1%)
                                     ========    ========    =========       ========    =========    =========
</TABLE>

WOMEN'S SPORTSWEAR sales for the quarter were up $16 or 3% compared to the
prior year. Recent acquisitions (Dorby, a popular-to-moderate priced Missy
and Junior dress company, and Democracy, a bridge-priced women's sportswear
company) contributed a combined $44 of growth. Excluding acquisitions, sales
were actually down $28 or 6%.
   *   Last year Kellwood took action to reposition four of our brands
   (Ivy(R), Melrose(R), BICE(R) and Sag Harbor(R) Sport). Collectively,
   these brands were down $33 in the first quarter, in line with our
   financial plan.
   *   The Company's core brands (Sag Harbor(R), Koret(R) and Kathie Lee(R)
   sportswear and dresses), which collectively represent approximately
   55% of Women's Sportswear volume, were up $20 or 9% from the prior
   year.
   *   Finally, other Women's Sportswear brands and private label programs
   were down about $15, primarily as a result of Ward's bankruptcy and
   soft demand for junior and young girls' sportswear.
Segment earnings (defined as net sales less cost of products sold and
selling, general and administrative expenses) decreased $4.0 for the quarter
to 8.8% of sales from 9.9% in the prior year. This was primarily a result of
product and customer mix and of margin pressures caused by the continuing
weak retail environment.

MEN'S SPORTSWEAR sales for the first quarter were flat compared to the prior
year as a result of:
   *   A 9% increase in the private label men's shirt business. This business
   continues to experience strong growth. This improvement was offset by
   the
   *   Loss of certain pants and jeans business as the Company's manufacturing
   facilities for these products is shifted to Mexico. As a supplier of
   private label pants, jeans and outerwear to the national chains and
   major catalog houses, owning and operating our own manufacturing
   facility is mandatory. In order to become more competitive, in fiscal
   2000 Kellwood closed its remaining domestic sewing facilities. The
   Company is starting a plant in Mexico to make these products, but it
   is not expected to be in full operation until the second half of 2001.
   As a result, sales of private label pants and jeans were below the
   level shipped last year.
Segment earnings increased $.7 for the quarter to 8.6% of sales from 7.8% in
the prior year. This was the result of improved profits in the men's shirt
business as a result of the increased productivity of its facilities in Sri
Lanka and at its joint venture in Indonesia.

                                     11

<PAGE>
<PAGE>
                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         -----------------------------------------------------------
            AND RESULTS OF OPERATIONS - $ in MILLIONS (continued)
            -----------------------------------------------------


THE OTHER SOFT GOODS segment reported a $44 or 43% increase in sales for the
quarter. Acquisitions provided $15 of the year-to-year growth with organic
growth of $29 or 28% provided by both in the Intimate Apparel and Recreation
Products divisions. Major growth drivers included the introduction of new
products and brands as well as some inventory building by retailers. The
segment's operating earnings for the quarter increased only 15% to 9.7% of
sales as compared to 12.0% of sales the prior year due primarily to customer
mix and higher S,G&A expenses related to the introduction of new brands.

FINANCIAL CONDITION
-------------------
Cash flow from operations is ordinarily the Company's primary source of
liquidity. Kellwood 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. Working
capital management is monitored primarily by analysis of the Company's
investment in accounts receivable and inventories and by the amount of
accounts payable.

LEVERAGE
--------
Total debt represents 51.5% of capital at April 30, 2001 as compared to 47%
at April 30, 2000. The major item impacting leverage in this period is the
increase in total debt to $480 at the end of April -- $102 higher than last
year. Principally responsible for the increase was $121 spent on
acquisitions during the second half of last year, the $23 spent last year on
share repurchases, also in the second half, and the increase in inventories
discussed below. These increases were partially offset by $98 of cash
received from the pension termination (of which approximately $58 has been
accrued for income and excise taxes that will be payable later in the year)
and the last 12 months of free cash flow from operations totaling $48.

WORKING CAPITAL
---------------
The current ratio decreased to 2.5 at April 30, 2001 and 2.5 at January 31,
2001 compared to 3.2 at April 30, 2000. The April 2000 level was unusually
high, largely as a result of the $150 long-term debt issuance in July 1999.
This debt issuance substantially eliminated current Notes payable and
temporarily increased the Company's balance of Cash and time deposits.

Accounts Receivable at April 30 increased $43 or 10% vs. the prior year - in
line with the 9% increase in sales.

Inventory levels were up $128 from a year earlier. The largest single
cause of the increase was the four acquisitions completed in the past year,
contributing $35 of the increase. Additionally,
   *   Kellwood decided to take early delivery on Fall products with one of
   our core brands totaling $26 in exchange for a significant discount in
   purchase prices,
   *   surplus goods (fully reserved) from the Ward's bankruptcy and
   repositioned businesses (net book value of $10) have yet to be fully
   liquidated, and
   *   increased inventories in the Smart Shirts' private label made-to-order
   business which is experiencing strong growth and in Other Soft Goods
   which is also enjoying strong growth.
Kellwood's overall inventory days on hand were 94 at April 30, 2001 compared
to 78 in the prior year.

FINANCING AND INVESTING ACTIVITIES
----------------------------------
Capital expenditures were $4 for the first quarter consistent with $4 in
last year's first quarter. Capital spending for fiscal 2001 is expected to
be about $20-25.

PENSION PLAN TERMINATION:
Kellwood has terminated the Kellwood Company Pension Plan. The terminated
plan generated substantially all of the: Net pension (credit), Prepaid
pension cost, Projected benefit obligation, and Fair market value of plan
assets for the past


                                     12

<PAGE>
<PAGE>

three years as set forth in Note 7 to the 2000 financial statements. In
connection with this termination, the Company amended the plan to fully vest
all current participants. The Company purchased annuity contracts to fund
the benefits of all current retirees and terminated vested participants and
purchased annuities for or made distributions to all current participants,
as directed by the participants. Additionally, in connection with
implementation of the pension plan termination, the Company increased its
401(k) "company match" effective September 1, 2000 from 3% of covered
compensation to 4% of covered compensation for participants in its 401(k)
plan.

As a result of this termination which was completed in April 2001, the
Company:
   *   received approximately $40 in excess cash from the plan (after payment
       of related excise and income taxes),
   *   pre-funded approximately $33 of 401(k) plan contributions for its
       participating employees, and
   *   recognized a gain of approximately $4 (net of income and excise taxes)
       in the fourth quarter of fiscal 2000 (no P&L impact in fiscal 2001).

DEBT:
The Company maintains a $350 credit facility. This facility comprises a 364
day revolving credit facility in the amount of $100, and a $250 three-year
revolving credit facility which can also be used for letters of credit. At
April 30, 2001, $200 was available for future use under this credit
facility.

The Company maintains informal, uncommitted lines of credit with several
banks which totaled $130 at April 30, 2001. Borrowings under these
uncommitted lines totaled $108 at April 30, 2001.

ACQUISITIONS:
The Company continually evaluates possible acquisition candidates as a part
of its ongoing corporate development process. Various potential acquisition
candidates are in different stages of this process.

SHARE REPURCHASES:
On September 8, 2000 the Board of Directors authorized the Company to
purchase up to an additional ten percent of the outstanding shares of its
Common Stock (up to approximately 2.27 million shares) at management's
discretion and depending on market conditions. Purchases will be financed
out of the Company's cash resources. As discussed in Note 6 to the 2000
financial statements, certain debt covenants may limit purchases under this
authorization. No purchases have been made under this authorization to date.

Management believes that the combined operating, cash and equity position
and credit facilities of the Company will continue to provide the capital
flexibility necessary to fund future opportunities and to meet existing
obligations.

OTHER ASSETS, ACCRUED EXPENSES & DEFERRED TAXES. Changes in these line items
were primarily due to the termination of the defined benefit pension plan.
The decline in other assets reflects the payout of all of the pension plan
assets net of $33 used to pre-fund the Company's match of the 401(k) plan.
The increase in accrued expenses and the decrease in deferred income taxes
reflect the termination and the $58 of income taxes and excise taxes to be
paid out during the balance of the year.

INTANGIBLE ASSETS increased vs. the April 30, 2000 amounts as a result of the
acquisitions completed in fiscal 2000.


OUTLOOK AS OF JUNE 12, 2001
---------------------------
MANAGEMENT'S OUTLOOK FOR THE SECOND QUARTER, which ends July 31, calls for
sales to be up approximately 7% to approximately $500 vs. $469 last year,
with acquisitions providing essentially all of the growth. Net earnings for
the second quarter are expected to be approximately $2.5 ($.08 to $.12 per
share) vs. $6.6 or $.28 per share last year on a diluted basis. The drop in
earnings is largely due to margin pressures across most of our divisions.
Additionally, our recent acquisitions are expected to provide sales, but
essentially no earnings in the second quarter, as the second quarter is
their seasonally weakest quarter. Finally, three of the same issues which
negatively impacted results in the first quarter of fiscal 2001 compared to
the prior year, namely loss of pension income and enriched 401(k) plan
match, amortization of the integrated business system and loss of royalty
income collectively, will reduce pre-tax earnings by $4.2, and after tax
earnings by $2.6 or $.11 per share each quarter compared to the prior year
on a diluted basis.

                                     13

<PAGE>
<PAGE>

                      KELLWOOD COMPANY AND SUBSIDIARIES
                      ---------------------------------
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         -----------------------------------------------------------
            AND RESULTS OF OPERATIONS - $ in MILLIONS (continued)
            -----------------------------------------------------


OUTLOOK FOR THE TOTAL YEAR. We are now in a position to better assess the
second half of the fiscal year as the upcoming Fall season is largely
booked. A majority of the retailers we service in essentially every major
channel of distribution had planned their Fall open-to-buy across a broad
range of product categories flat to down. Most of the retailers had a very
difficult Spring selling season due to a lack of traffic in the stores. As
we look ahead to the second half of fiscal 2001, the consumers' confidence
in the overall economy appears tenuous and not at all encouraging compared
to what we had expected when we finalized our plans in January. Based upon a
lower level of sales than originally expected, we have concluded that it is
unlikely that we will be able to achieve our financial plan for the year.

Sales for the year are now expected to be approximately $2,400, up modestly
from the $2,362 reported last year. Net earnings for the year are expected
to be approximately $60, essentially flat from prior year, with earnings per
share in the range of $2.45 to $2.60 per share on a diluted basis compared
to $2.57 last year.


MARKET RISK DISCLOSURES - INTEREST RATE RISK; FAIR VALUE DISCLOSURE
-------------------------------------------------------------------
At April 30, 2001, the Company's debt portfolio was composed of
approximately 30% variable-rate debt and 70% 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 fiscal 2001.

Based on quoted market prices obtained through independent pricing sources
for the same or similar types of borrowing arrangements, the Company
believes the major components of its long-term debt have a market value of
approximately $344 at April 30, 2001 which compares to their book value of
$343. With respect to the Company's fixed-rate debt outstanding at April 30,
2001, a 10% increase in interest rates would have resulted in approximately
a $18 decrease in the market value of Kellwood's fixed-rate debt; a 10%
decrease in interest rates would have resulted in approximately a $17
increase in the market value of Kellwood's fixed-rate debt. With respect to
the Company's variable-rate debt, a 10% change in interest rates would have
had an immaterial impact on the Company's interest expense for the quarter.


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:

   *   changes in trends in the market segments in which the Company competes,

   *   the performance of the Company's products within the prevailing retail
       environment,

   *   customer acceptance of both new designs and newly introduced product
       lines,

   *   actions of competitors that may impact the Company's business,

   *   financial or operational difficulties encountered by customers or
       suppliers,

   *   the impact of economic changes such as:
       *   the overall level of consumer spending for apparel,
       *   national and regional economic conditions,
       *   inflation or deflation,

                                     14

<PAGE>
<PAGE>

       *   currency exchange fluctuations,
       *   changes in interest rates and other capital market conditions,

   *   stable governments and business conditions in the nations where the
       Company's products are manufactured,

   *   the scope, nature or impact of acquisition activity, and

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

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",
"should", "anticipate" and similar expressions may identify forward-looking
statements. Additionally, all statements other than statements of historical
facts included in this Annual Report including without limitation, the
statements under "Financial Review" and "Outlook", are also forward-looking
statements.

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.

                                     15

<PAGE>
<PAGE>

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

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


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

None



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------

   a)  EXHIBITS:

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

              3.2             By-Laws, as amended May 31, 2001, filed herewith.

              18              Letter from Independent Accountants regarding
                              Change in Accounting Principles


   b)  REPORTS ON FORM 8-K:

       The following reports were filed on Form 8-K during the three
       months ended April 30, 2001:

       *  Current Report on Form 8-K dated April 23, 2001.


                                     16

<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



June 12, 2001                /s/ Thomas H. Pollihan
                             -------------------------------------
                             Thomas H. Pollihan
                             Vice President, Secretary and General Counsel



June 12, 2001                /s/ W. Lee Capps, III
                             -------------------------------------
                             W. Lee Capps, III
                             Vice President Finance and Chief Financial Officer
                             (Principal Financial & Accounting Officer)


                                     17