<PAGE>

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

                                  FORM 10-Q


(Mark One)

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

        For the quarterly period ended October 31, 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 October 31,
2001 (only one class): 22,748,421.
                       ----------


                                      1



<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       9-17


PART II.          OTHER INFORMATION                                        18


                                     2



<PAGE>
<PAGE>


                        PART I. FINANCIAL INFORMATION
                        -----------------------------

<TABLE>

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

<CAPTION>
                                                                        October 31,
                                                            -----------------------------------        January 31,
                                                                  2001                2000                2001
                                                            ---------------     ---------------     ----------------
<S>                                                         <C>                 <C>                 <C>
ASSETS
------
Current assets:
    Cash and time deposits                                  $        46,245     $        23,071     $         10,437
    Receivables, net                                                359,192             452,141              364,522
    Inventories                                                     359,868             413,208              503,164
    Prepaid taxes and expenses                                       30,437              36,470               29,017
                                                            ---------------     ---------------     ----------------
         Total current assets                                       795,742             924,890              907,140

Property, plant and equipment, net                                  109,409             111,422              114,498

Intangible assets, net                                              116,447             119,962              127,793

Other assets                                                         36,897             108,654              116,294
                                                            ---------------     ---------------     ----------------

Total assets                                                $     1,058,495     $     1,264,928     $      1,265,725
                                                            ===============     ===============     ================



LIABILITIES AND SHAREOWNERS' EQUITY
-----------------------------------
Current liabilities:
    Current portion of long-term debt                       $         9,059     $         9,245     $         13,812
    Notes payable                                                    25,315              65,722              117,702
    Accounts payable                                                109,334             165,940              154,617
    Accrued expenses                                                 92,902             108,828               76,370
                                                            ---------------     ---------------     ----------------
         Total current liabilities                                  236,610             349,735              362,501

Long-term debt                                                      320,875             418,625              411,331

Deferred income taxes and other                                      40,334              59,949               60,797

Shareowners' equity:
    Common stock                                                    169,499             167,577              168,171
    Retained earnings                                               436,568             412,124              406,607
    Accumulated other comprehensive income                          (11,713)            (10,169)             (10,572)
                                                            ---------------     ---------------     ----------------
                                                                    594,354             569,532              564,206
    Less treasury stock, at cost                                   (133,678)           (132,913)            (133,110)
                                                            ---------------     ---------------     ----------------
         Total shareowners' equity                                  460,676             436,619              431,096
                                                            ---------------     ---------------     ----------------

Total liabilities and shareowners' equity                   $     1,058,495     $     1,264,928     $      1,265,725
                                                            ===============     ===============     ================


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


                                     3


<PAGE>
<PAGE>


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


<CAPTION>
                                                          Three Months Ended                   Nine months ended
                                                              October 31,                         October 31,
                                                   ---------------------------------   ---------------------------------
                                                        2001               2000             2001               2000
                                                   --------------     --------------   --------------     --------------

<S>                                                <C>                <C>              <C>                <C>
Net sales                                          $      601,400     $      703,140   $    1,811,769     $    1,821,863

Costs and expenses:
    Cost of products sold                                 480,698            558,029        1,437,753          1,438,302
    Selling, general and
       administrative expenses                             87,961             93,533          274,147            259,028
    Pension Income                                              -             (1,873)               -             (5,493)
    Amortization of intangible assets                       2,535              2,019            7,251              5,553
    Interest expense                                        8,195              8,048           27,765             22,554
    Interest income and other, net                           (820)               154           (2,022)              (254)
                                                   --------------     --------------    -------------     --------------

Earnings before income taxes                               22,831             43,230           66,875            102,173

Income taxes                                                8,900             16,500           26,000             39,800
                                                   --------------     --------------    -------------     --------------

Net earnings                                       $       13,931     $       26,730    $      40,875     $       62,373
                                                   ==============     ==============    =============     ==============




Weighted average shares outstanding:

    Basic                                                  22,745             23,241           22,730             23,964
                                                   ==============     ==============    =============     ==============

    Diluted                                                22,885             23,292           22,889             24,009
                                                   ==============     ==============    =============     ==============


Earnings per share:

    Basic                                          $          .61     $         1.15    $        1.80     $         2.60
                                                   ==============     ==============    =============     ==============

    Diluted                                        $          .61     $         1.15    $        1.79     $         2.60
                                                   ==============     ==============    =============     ==============


Dividends paid per share                           $          .16     $          .16    $         .48     $          .48
                                                   ==============     ==============    =============     ==============


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>
                                                                                              Nine months ended
                                                                                                 October 31,
                                                                                     ----------------------------------
                                                                                          2001                 2000
                                                                                     --------------       -------------
<S>                                                                                  <C>                  <C>
OPERATING ACTIVITIES:
Net earnings                                                                         $       40,875       $      62,373
Add/(deduct) items not affecting operating cash flows:
        Depreciation and amortization                                                        24,242              19,596
        Increase in prepaid pension cost                                                          -              (5,949)
        Deferred income taxes and other                                                       9,763                 976
Changes in working capital:
        Receivables, net                                                                     10,056            (107,609)
        Inventories                                                                         142,976               7,297
        Prepaid taxes and expenses                                                            3,325              12,270
        Accounts payable                                                                    (45,283)              7,580
        Accrued expenses                                                                       (842)             21,010
                                                                                     --------------       -------------
Net cash provided by operating activities                                                   185,112              17,544
                                                                                     --------------       -------------

INVESTING ACTIVITIES:
Additions to fixed assets                                                                   (12,970)            (19,538)
Investment in subsidiaries                                                                        -             (91,796)
Net proceeds from termination of Pension Plan                                                61,340                   -
Other investing activities                                                                       74               1,155
                                                                                     --------------       -------------
Net cash provided/(used) by investing activities                                             48,444            (110,179)
                                                                                     --------------       -------------

FINANCING ACTIVITIES:
Reduction of long-term debt                                                                 (95,209)             (9,601)
Proceeds from notes payable                                                               1,396,724             834,074
Reduction of notes payable                                                               (1,489,111)           (692,435)
Dividends paid                                                                              (10,911)            (11,530)
Stock repurchase pursuant to announced plan                                                       -             (60,738)
Stock transactions under incentive plans                                                        759               1,435
                                                                                     --------------       -------------
Net cash (used)/provided by financing activities                                           (197,748)             61,205
                                                                                     --------------       -------------

NET INCREASE/(DECREASE) IN CASH AND TIME DEPOSITS                                            35,808             (31,430)
Cash and time deposits, beginning of period                                                  10,437              54,501
                                                                                     --------------       -------------
Cash and time deposits, end of period                                                $       46,245       $      23,071
                                                                                     ==============       =============


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 3,
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.

NEW ACCOUNTING STANDARDS: In July 2001 the Financial Accounting Standards
Board issued Statements of Financial Accounting Standards No. 141, Business
Combinations, and No. 142, Goodwill and Other Intangible Assets, effective
for fiscal years beginning after December 15, 2001. Under the new rules,
goodwill and intangible assets deemed to have indefinite lives will no
longer be amortized but will be subject to annual impairment tests in
accordance with the new Statements. Other intangible assets will continue to
be amortized over their useful lives.

The Company will apply the new rules of accounting for goodwill and other
intangible assets beginning in the first quarter of 2002. During 2002 the
Company will perform the required impairment tests of goodwill and
indefinite-lived intangible assets as recorded on February 1, 2002. The
Company has not yet determined what the effect of these tests will be, if
any, on its earnings and financial position. Any impairment resulting from
the initial application of the Statements will be recorded as a cumulative
effect of accounting change as of February 1, 2002.

Had FAS 142 been effective for 2001, application of the nonamortization
provisions of the Statement would have increased the company's reported
diluted earnings per share by approximately $.19 to $.21 for the nine
months ended October 31, 2001, subject to the final interpretation of
various statement provisions.


2. 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. Derivatives used by the Company
have an initial term of less than one year. Company policy allows for the
use of derivatives only for identifiable exposures, and therefore, the
Company does not enter into derivative instruments for trading purposes
where the objective is to generate profits. Management expects these
derivatives to be highly effective in hedging the intended foreign currency
fluctuation risks. As of October 31, 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 October 31, 2001 was not material. During the first nine months
of fiscal 2001 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 November 2001 and June 2002.


3. 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.


                                     6


<PAGE>
<PAGE>


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


4. 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 2001 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 October 31,
2001, outstanding short-term loans and letters of credit under the agreement
were $0 and $97,627, respectively.

The Company maintains informal, uncommitted lines of credit with several
banks, which totaled $95,000 at October 31, 2001. Borrowings under these
uncommitted lines totaled $20,000 at October 31, 2001.


5. 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 and nine month periods
ended October 31, 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 October 31,     Nine months ended October 31,
                                                 ------------------------------     -----------------------------
                                                     2001              2000             2001            2000
                                                 -------------    -------------     -------------   -------------
<S>                                              <C>              <C>               <C>            <C>
Net Sales:
    Women's Sportswear                           $     403,432    $     501,587     $   1,216,680   $   1,281,268
    Men's Sportswear                                   109,890          109,883           266,791         268,812
    Other Soft Goods                                    88,078           91,670           328,298         271,783
                                                 -------------    -------------     -------------   -------------
    Kellwood net sales                           $     601,400    $     703,140     $   1,811,769   $   1,821,863
                                                 =============    =============     =============   =============

Segment earnings:
    Women's Sportswear                           $      27,654    $      44,085     $      82,914   $     104,710
    Men's Sportswear                                    12,815           14,327            25,300          29,688
    Other Soft Goods                                     1,952            5,933            19,466          23,073
                                                 -------------    -------------     -------------   -------------
    Total segments                                      42,421           64,345           127,680         157,471

    Amortization of Intangibles                         (2,535)          (2,019)           (7,251)         (5,553)
    Interest expense                                    (8,195)          (8,048)          (27,765)        (22,554)
    General corporate and other                         (8,860)         (11,048)          (25,789)        (27,191)
                                                 -------------    -------------     -------------   -------------
    Earnings before income taxes                 $      22,831    $      43,230     $      66,875   $     102,173
                                                 =============    =============     =============   =============

Net Assets at quarter-end:
    Women's Sportswear                           $     507,157    $     622,240
    Men's Sportswear                                   137,819          112,375
    Other Soft Goods                                   171,556          157,348
    Corporate and other                                   (607)          38,248
                                                 -------------    -------------
    Kellwood total                               $     815,925    $     930,211
                                                 =============    =============
</TABLE>

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


                                     7


<PAGE>
<PAGE>


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


6. INVENTORIES:

<TABLE>
<CAPTION>
                                                                     October 31,
                                                          -------------------------------      January 31,
                                                              2001               2000             2001
                                                          -------------     -------------     -------------
<S>                                                       <C>               <C>               <C>
Inventories:
      Finished goods                                      $     255,287     $     252,819     $     322,601
      Work in process                                            50,706            77,381           106,355
      Raw materials                                              53,875            83,008            74,208
                                                          -------------     -------------     -------------
      Total Inventories                                   $     359,868     $     413,208     $     503,164
                                                          =============     =============     =============
</TABLE>

If inventories were valued at current replacement costs, they would have
totaled $415,964 at October 31, 2000, and $506,583 at January 31, 2001. In
the first quarter of fiscal 2001 the Company changed its inventory valuation
method for certain inventories formerly accounted for under the LIFO method.


7. 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.


8. COMPREHENSIVE INCOME. The Company's total comprehensive income for the
quarter ended October 31, 2001 and 2000 was $13,464 and $26,397,
respectively. The Company's total comprehensive income for the nine months
ended October 31, 2001 and 2000 was $39,734 and $61,582, 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 sales for the third quarter ended October 31, 2001
of $601, down 14% from the $703 reported in the prior year. Net earnings for
the quarter were $14 or $.61 per share on a diluted basis, versus $26.7 or
$1.15 per share last year.

Sales in the first nine months were $1,812, essentially flat with the $1,822
reported in the prior year. Net earnings for the nine months were $40.9,
down 35% from the $62.4 reported last year. Diluted earnings per share for
the first nine months were $1.79 down 31% from the $2.60 reported last 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 quarter ended October
31 have historically been higher than for the other quarters of the fiscal
year. In recent years, the October quarter's results have represented
approximately 30% of the year's sales and 43% of net earnings before unusual
items.

SUMMARIZED FINANCIAL DATA for the quarter and the nine months ended October
31, 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 October 31,             Nine months ended October 31,
                                      --------------------------------         ----------------------------------
                                        2001       2000        Change            2001        2000         Change
                                      -------     -------      ------          -------      -------       ------
<S>                                   <C>         <C>          <C>             <C>          <C>           <C>
     Net Sales                        $   601     $   703       -14.5%         $ 1,812      $ 1,822         -0.6%
     Cost of products sold                481         558       -13.9%           1,438        1,438          0.0%
     S, G & A                              88          94        -6.0%             274          259          5.8%
                                      -------     -------      -------         -------      -------       -------
     Operating earnings                    33          52       -36.5%             100          125        -19.8%
     Pension (income)                       -          (2)       -100%               -           (5)        -100%
     Amortization of intangibles            3           2        25.6%               7            6         30.6%
     Interest expense                       8           8         1.8%              28           23         23.1%
     Interest (income) & other, net*       (1)          0          nmf              (2)           0           nmf
                                      -------     -------      -------         -------      -------       -------
     Earnings before tax                   23          43       -47.2%              67          102        -34.5%
     Income Taxes                           9          17       -46.1%              26           40        -34.7%
                                      -------     -------      -------         -------      -------       -------
     Net Earnings                     $    14     $    27       -47.9%         $    41      $    62        -34.5%
                                      =======     =======      =======         =======      =======       =======
     Effective tax rate                 39.0%       38.2%          .8%           38.9%        39.0%          -.1%
     Average diluted shares              22.9        23.3        -1.7%            22.9         24.0         -4.7%
                                      -------     -------      -------         -------      -------       -------
     Diluted Earnings per Share       $   .61     $  1.15       -47.0%         $  1.79      $  2.60        -31.3%
                                      -------     -------      -------         -------      -------       -------

<CAPTION>
                                       Three months ended October 31,           Nine months ended October 31,
                                      --------------------------------      ------------------------------------
As a percentage of net sales:           2001        2000       Change           2001         2000         Change
-----------------------------         -------     -------      ------          -------      -------       ------
<S>                                   <C>         <C>          <C>             <C>          <C>           <C>
     Net Sales                         100.0%      100.0%            -          100.0%       100.0%             -
     Cost of products sold              79.9%       79.4%          .5%           79.4%        78.9%           .4%
     S, G & A                           14.6%       13.3%         1.3%           15.1%        14.2%           .9%
                                      -------     -------      -------         -------      -------       -------
     Operating earnings                  5.4%        7.3%        -1.9%            5.5%         6.8%         -1.3%
     Pension (income)                       -        -.3%          .3%               -         -.3%           .3%
     Amort. of intangibles                .4%         .3%          .1%             .4%          .3%           .1%
     Interest expense                    1.4%        1.1%          .3%            1.5%         1.2%           .3%
     Interest (income) & other, net*     -.1%           -         -.1%            -.1%            -          -.1%
                                      -------     -------      -------         -------      -------       -------
     Earnings before tax                 3.8%        6.1%        -2.4%            3.7%         5.6%         -1.9%
     Income Taxes                        1.5%        2.3%         -.8%            1.4%         2.2%          -.7%
                                      -------     -------      -------         -------      -------       -------
     Net Earnings                        2.3%        3.8%        -1.5%            2.3%         3.4%         -1.2%
                                      =======     =======      =======         =======      =======       =======

<FN>
* - Including LIFO credit of $3.4 in the nine months ended October 31, 2001.
</TABLE>

                                     9


<PAGE>
<PAGE>


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


SALES. The Company's decline in sales for the quarter was due to sluggish
consumer demand and the fact that sales in the third quarter of last year
were exceptionally strong. This year the Company's customers cut their
open-to-buy for the Fall selling season by 10% due to the weakness in the
overall economy and the horrible Spring 2001 selling season which required
excess end of season markdowns to liquidate. Additionally, we experienced
lower sales from the planned repositioning of four Women's Sportswear brands
(IVY(R), Melrose(R), BICE(R) and Sag Harbor(R) Sport), and a drop in private
label pants and jeans as we transition our manufacturing base out of the
United States and into Mexico. The aftermath of the September 11 terrorist
attack resulted in lost revenue in the third quarter. Acquisitions made
during fiscal 2000 accounted for $21 of growth partially offsetting the
decline in sales.

Sales in the first nine months were down $10 or 0.6% compared to the prior
year. Offsetting the 3rd quarter decline in sales discussed previously were:
     o   Strong growth in core women's sportswear brands (Sag Harbor(R),
         Koret(R), Kathie Lee(R) career sportswear and dresses), growth in the
         private label woven shirt business, and organic growth in Other Soft
         Goods which includes the Intimate Apparel and Recreation Products
         businesses.
     o   Four acquisitions completed in the past year contributed $120 of
         increased sales for the first nine months:
         -  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.

COST OF PRODUCTS SOLD as a percentage of sales in the quarter increased .5%
to 79.9% from 79.4% in the prior year. The 1/2 percentage point drop in the
gross margin rate was principally due to having to provide lower prices and
higher markdown allowances to retailers and having to liquidate surplus and
obsolete inventory. Gross margins were also negatively impacted by product
line mix from the highly successful launches of two new camping products
brands which are sold in the mass merchant/discount channel of distribution
and thus offer lower gross margins. Manufacturing variances due to low
production volume in connection with the start-up of a pants and jeans plant
in Mexico also reduced margins. These negative gross margin issues were
partially offset by increased gross profit from acquisitions and the
repositioned businesses previously discussed.

Cost of Products Sold as a percentage of sales in the first nine months
increased .4% to 79.4% from 78.9% in the prior year principally due to
having to provide lower prices and higher markdown allowances to retailers
and having to liquidate surplus and obsolete inventory.

S, G & A EXPENSE for the quarter decreased $5.5 but increased as a percentage
of sales to 14.6% from 13.3% in the prior year. S, G & A expense from recent
acquisitions was up $4.6 versus last year's partial quarter resulting in a
0.4 overall percentage point increase. S, G & A reductions from repositioned
divisions (IVY and Melrose) have resulted in $2.8 of savings.

During fiscal 2001 certain ongoing factors will increase S, G & A by a total of
$2.3 each quarter compared to the prior year. The major factors include:
     o   our new agreements for the Kathie Lee(R) line which substantially
         diminish the royalty payments previously earned by Kellwood.
     o   amortization of the Integrated Business System as this system has
         progressed into the implementation phase.
These items will appear each quarter throughout the year. During the quarter
they increased S, G & A as a percentage of sales by .5 percentage points.

S, G & A spending by the rest of the Company was down $9.5 from last year.
Kellwood has had a number of overhead reduction programs in place since the
beginning of the fiscal year and is beginning to see the benefits.

                                     10



<PAGE>
<PAGE>

S, G & A expense for the nine months increased $15 to $274 and increased as a %
of sales by 0.9% to 15.1%. Acquisitions increased S, G & A by $21 and the
ongoing factors discussed above increased expense for the nine months by $7.
Overhead reduction programs in place, and discussed previously, more than
offset higher spending for new programs at Recreation Products, the launch
of the new EMME(R) line, social program costs required for workers in Hong
Kong and China, and severance costs associated with consolidations taking
place in the Western and New England regions.

PENSION INCOME added $1.9 to reported earnings in the prior year's third
quarter; $5.5 in the prior year's first nine months. 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 $.5 for the quarter ($1.7 for
the nine months) 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 $8.2, up slightly from the $8.0 in the
comparable quarter last year. During the 3rd quarter of 2000 the Company
recognized a $1.9 credit or income from an interest rate swap/swaption.
Excluding this offset to last year's interest expense, the current quarter
was $1.8 or 18% below the prior year. The reduction was principally due to
lower working capital requirements to support lower sales.

Interest expense for the nine months was up $5.2 to $27.8, 23.1% higher than
the prior year. The increase was due to:
     o   Higher debt levels due to last year's acquisition spending and
         completion of the second share buyback authorization.
     o   The Company recognized a credit in the first nine months of last
         year of $3.1 for the interest rate swap/swaption.
     o   Higher working capital usage in the first six months of the current
         year.

These increases were partially offset by lower working capital usage in the
3rd quarter, lower debt levels resulting from the proceeds received from the
termination of the pension plan (net of taxes paid), positive free cash
flow, and a drop in the LIBOR rate.

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

SHARES OUTSTANDING AND EPS. From December 1999 through October 2000, the
Company repurchased 5.3 million shares of its common stock. As a result,
there were only 22.9 million average diluted shares outstanding for the
quarter and the nine month period, compared with 23.3 million shares in the
prior year third quarter and 24.0 million shares in the prior year's first
nine months.


                                     11



<PAGE>
<PAGE>


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


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

<TABLE>
<CAPTION>
                                       Three months ended October 31,           Nine months ended October 31,
                                     ---------------------------------       -----------------------------------
                                       2001        2000         Change         2001         2000        Change
                                     --------    --------       ------       --------    ---------     ---------
<S>                                  <C>         <C>         <C>             <C>         <C>           <C>
     Women's Sportswear              $    403    $    502      (19.6%)       $  1,217    $   1,281        (5.0%)
     Men's Sportswear                     110         110        0.0%             267          269        (0.8%)
     Other Soft Goods                      88          92       (3.9%)            328          272        20.8%
                                     --------    --------    ---------       --------    ---------     ---------
     Total Net Sales                 $    601    $    703      (14.5%)       $  1,812    $   1,822        (0.6%)
                                     ========    ========    =========       ========    =========     =========
</TABLE>

Earnings by segment for the quarter were as follows:

<TABLE>
<CAPTION>
                                       Three months ended October 31,            as a percentage of net sales
                                     ---------------------------------      ------------------------------------
                                       2001        2000         Change         2001         2000        Change
                                     --------    --------       ------       ---------    ---------    ---------
<S>                                  <C>         <C>         <C>             <C>         <C>           <C>
     Women's Sportswear              $   27.7    $   44.1      (37.3%)           6.9%         8.8%        (1.9%)
     Men's Sportswear                    12.8        14.3      (10.6%)          11.7%        13.0%        (1.4%)
     Other Soft Goods                     2.0         5.9      (67.1%)           2.2%         6.5%        (4.3%)
                                     --------    --------    ---------       --------    ---------     ---------
     Segment Earnings                $   42.4    $   64.3      (34.1%)           7.1%         9.2%        (2.1%)
                                     ========    ========    =========       ========    =========     =========
</TABLE>

Earnings by segment for the first nine months were as follows:

<TABLE>
<CAPTION>
                                       Nine months ended October 31,             as a percentage of net sales
                                     ---------------------------------       -----------------------------------
                                       2001        2000         Change         2001         2000        Change
                                     --------    --------       ------       ---------    ---------    ---------
<S>                                  <C>         <C>         <C>             <C>         <C>           <C>
     Women's Sportswear              $   82.9    $  104.7      (20.8%)           6.8%         8.2%        (1.4%)
     Men's Sportswear                    25.3        29.7      (14.8%)           9.5%        11.0%        (1.6%)
     Other Soft Goods                    19.5        23.1      (15.6%)           5.9%         8.5%        (2.6%)
                                     --------    --------    ---------       --------    ---------     ---------
     Segment Earnings                $  127.7    $  157.5      (18.9%)           7.0%         8.6%        (1.6%)
                                     ========    ========    =========       ========    =========     =========
</TABLE>

WOMEN'S SPORTSWEAR sales for the quarter were down $98 or 19.6% compared to
the prior year (down $64 or 5.0% for the first nine months). 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 $17 of growth in the quarter ($94 for the nine
months).

Excluding acquisitions, sales were actually down $115 or 23.5% in the third
quarter (down $158 or 12.4% for the nine months). The principal drivers for
the drop in sales were the extreme softness in the retail environment and
the third quarter impact of the economic effects of the September 11
terrorist attack.
     o   The Company's core brands (Sag Harbor(R), Koret(R) and
         Kathie Lee(R) sportswear and dresses), which collectively
         represent approximately 62% of Women's Sportswear volume, were
         down $65 in the 3rd quarter after being up $36 in the first half.
     o   Last year Kellwood took action to reposition four brands
         (Ivy(R), Melrose(R), BICE(R) and Sag Harbor(R) Sport).
         Collectively, these brands were down $18 in the third quarter
         and $73 in the nine months.
     o   Finally, other Women's Sportswear brands and private label
         programs were down $32 in the third quarter and $57 for the
         nine months, primarily as a result of the Montgomery Ward's
         bankruptcy and soft demand for junior and young girls' sportswear.

<PAGE>
Segment earnings (defined as net sales less cost of products sold and
selling, general and administrative expenses) for the quarter decreased
37.3% from the prior year; segment margins decreased 1.9% to 6.9% of sales.
Segment earnings for the first nine months decreased 20.8% from the prior
year; segment margins decreased 1.4% to 6.8% of sales. The drop in segment
earnings was principally the result of the reduction in sales. The drop in
margin was principally due to having to provide higher markdown allowances
to the retailers and liquidating excess inventory.


                                     12



<PAGE>
<PAGE>

MEN'S SPORTSWEAR sales were $110 in the 3rd quarter and $267 for the nine
months, essentially flat with the prior year.
     o   The Smart Shirts private label shirt business continues to perform
         well despite market conditions with sales up 14% in the 3rd quarter
         and 8.5% for the nine months.
     o   This improvement was offset by the loss of certain pants and jeans
         business as the Company's manufacturing facilities for these products
         are shifted to Mexico. In order to become more competitive, in fiscal
         2000 Kellwood closed its remaining domestic sewing facilities. The
         Company has started up a new plant in Mexico which began shipping
         product in October. As a result, sales of private label pants and
         jeans were below the level shipped last year.

Segment earnings for the quarter decreased 10.6% from the prior year;
segment margins decreased 1.4% to 11.7% of sales. Segment earnings for the
first nine months decreased 14.8% from the prior year; segment margins
decreased 1.6% to 9.5% of sales. In response to severe competitive pressure,
Smart Shirts has had to reduce its selling prices, and reduce its gross
margins. In addition, customer requirements for markdowns and margin
pressures have depressed margins in the Men's Special Markets division as
well.

THE OTHER SOFT GOODS segment reported a $4 or 3.9% decrease in sales for the
quarter but a $56 or 20.8% increase in sales for the nine months. The
Intimate Apparel division enjoyed a very strong first quarter with sales
increasing $22. Unfortunately, sales at retail since the first quarter have
been very soft. This situation has caused a sharp drop in replenishment
volume causing 3rd quarter sales to be up slightly from the prior year but
substantially below plan. The Recreation Products division experienced lower
sales for the quarter from the prior year due to a complete collapse of
seasonal "at once" reorder business following the September 11 attack. This
event was partially offset by organic growth due to successful new programs
for Target and Sam's.

Segment earnings declined $3.9 for the quarter and $3.6 for the nine months
compared to the prior year. The difficult economic and retail environment
has also taken its toll on a number of new products and programs planned for
the second half of the year. In addition, demand for Recreation Products
through the midmarket chains and specialty store market has been especially
weak. This has not only resulted in the loss of reorder business, but these
are also the channels of distribution that provide the highest gross margin.

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 43.5% of capital at October 31, 2001 as compared to
53.1% at October 31, 2000. The major item impacting leverage in this period
is the decrease in total debt to $355 at the end of October, $139 lower than
last year. Factors principally responsible for the decrease were:
     o   The decrease in working capital requirements to support lower
         sales and Company initiatives to reduce inventory and receivables.
     o   The last 12 months of free cash flow from operations totaling $97.
     o   $61 of cash received from the pension termination, net of taxes
         paid to date (of which approximately $21 has been accrued for
         income and excise taxes remaining to be paid in installments
         during the year).

Partially offsetting these decreases was increased debt as a result of
acquisitions completed in the 4th quarter of last year.

WORKING CAPITAL
---------------
The current ratio increased to 3.4 at October 31, 2001 compared to 2.6 at
October 31, 2000. Cash at October 31 increased $23 over the prior year as a
result of the strong performance of the Company's Smart Shirts subsidiary.

                                     13



<PAGE>
<PAGE>


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


Accounts Receivable at October 31 decreased $93 from last year due to
decreased sales and the reduction of Days Sales Outstanding to 56 from 57.

Inventory levels were down $53 or 13% from a year earlier primarily due to
the recessionary sales environment and Company initiatives to move out
inventories in season. The Company ended the quarter with 85 days supply of
inventory, same as the prior year.

FINANCING AND INVESTING ACTIVITIES
----------------------------------
Capital expenditures were $13 for the first nine months compared to $19.5 in
the comparable period last year. Capital spending for fiscal 2001 is
expected to be about $20-22.

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 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:
     o   received approximately $40 in excess cash from the plan (after
         payment of related excise and income taxes),
     o   pre-funded approximately $33 of 401(k) plan contributions for its
         participating employees, and
     o   recognized a gain of approximately $4 (net of income and excise
         taxes) in the fourth quarter of fiscal 2000 (P&L impact in fiscal
         2001 is limited to the absence of periodic pension income that had
         been recorded in prior years).

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
October 31, 2001, $252 was available for future use under this credit
facility.

The Company maintains informal, uncommitted lines of credit with several
banks which totaled $95 at October 31, 2001. Borrowings under these
uncommitted lines totaled $20 at October 31, 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, if any, 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 & 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
$25 used to pre-fund the Company's match of the 401(k) plan. The decrease in
deferred income taxes reflects the impact of the pension plan termination.


                                     14


<PAGE>
<PAGE>

OUTLOOK AS OF DECEMBER 13, 2001
-------------------------------
MANAGEMENT'S OUTLOOK FOR THE FOURTH QUARTER is for sales to be about $470,
down approximately $70 or 13% from a very strong second half reported last
year. Last year's sales were up 17% from the previous year. In light of
continuing economic weakness and a drop in consumer confidence and spending,
the retailers have reduced their open-to-buy for Spring 2002 and are likely
to push out the delivery of Spring merchandise from January into February.
We estimate that these issues will result in $50-$60 lost volume in the
fourth quarter, with the most significant slippage occurring in Women's
Sportswear and Intimate Apparel.

Kellwood's gross margin as a percent of sales is forecasted to improve by
approximately 1.5 percentage points, and S, G & A and interest expense will be
several million dollars below last year. During the fourth quarter of last
year, the company closed the IVY division and the Melrose division of David
Dart Design Group. As a result of this decision, substantial markdown
allowances were incurred, and reserves were established to liquidate surplus
inventory. This resulted in a sharp drop in Kellwood's overall gross margin
in the fourth quarter of last year.

The Company expects a net loss and loss per share in the fourth quarter in
the range of $(3)-$(5) or $(0.14)-$(0.24) per diluted share, compared to
$(1.6) or $(.07) per share reported last year. Included in last years'
fourth quarter results was a $5.9 one-time pre-tax gain from the termination
of the defined benefit pension plan. This gain enhanced fourth quarter
after-tax earnings in FY2000 by $4.0 or $0.17 per share. Excluding this
$0.17 per share one-time gain, the net loss last year would have been $(5.6)
or $(0.24) per share on a diluted basis.

OUTLOOK FOR THE TOTAL YEAR. For the year ending January 2002, the Company
expects sales to be in the range of $2,280, down 3% from last year. As a
result of lower sales volume and lower gross margins resulting from having
to provide retailers with a higher level of markdown assistance and reduced
prices, management now expects that net earnings and earnings per share will
be in a range of $36 to $38 or $1.55 to $1.65 per share versus $60.8 or
$2.57 per share reported last year on a diluted basis.

RECENTLY ISSUED ACCOUNTING STANDARDS RELATED TO ACCOUNTING FOR GOODWILL
-----------------------------------------------------------------------
In July 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, Business Combinations, and No. 142,
Goodwill and Other Intangible Assets.

FAS 141 requires business combinations initiated after June 30, 2001 to be
accounted for using the purchase method of accounting, and establishes
specific criteria for recording intangible assets separate from goodwill. In
the first quarter of fiscal 2002, the Company's recorded goodwill and
intangibles will be evaluated against the new criteria. As a result, certain
intangibles may be subsumed into goodwill. Kellwood is currently evaluating
the impact of FAS 141 on its financial statements.

FAS 142 requires the use of a nonamortization approach to account for
purchased goodwill and indefinite-lived intangibles. Under the
nonamortization approach, goodwill and indefinite-lived intangibles will not
be amortized into results of operations, but instead will be reviewed for
impairment and written down and charged to results of operations only in the
period or periods in which their recorded values are determined to be more
than their fair value.

FAS 142 will be adopted by the Company as of February 1, 2002. Impairment,
if any, resulting from the initial application of this Statement will be
recorded as a cumulative effect of accounting change as of February 1, 2002.

The Company expects the adoption of these statements to result in:
     o   certain of its intangibles being subsumed into goodwill in the first
         quarter of fiscal 2002, and
     o   reduced annual amortization expense related to goodwill and
         intangibles commencing February 1, 2002.
Additionally, annual impairment reviews may result in future periodic
write-downs.

Had FAS 142 been effective for 2001, application of the nonamortization
provisions of the Statement would have increased the company's reported
diluted earnings per share by approximately $.19 to $.21 for the nine
months ended October 31, 2001, subject to the final interpretation of
various statement provisions.


                                     15


<PAGE>
<PAGE>

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


MARKET RISK DISCLOSURES - INTEREST RATE RISK; FAIR VALUE DISCLOSURE
-------------------------------------------------------------------
At October 31, 2001, the Company's debt portfolio was composed of
approximately 7% variable-rate debt and 93% 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 fixed rate long-term debt have a market
value of approximately $339 at October 31, 2001 which compares to their book
value of $329. With respect to the Company's fixed-rate debt outstanding at
October 31, 2001, a 10% increase in interest rates would have resulted in
approximately a $15 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:

     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   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 impact of economic changes such as:
         o   the overall level of consumer spending for apparel,
         o   national and regional economic conditions,
         o   inflation or deflation,
         o   currency exchange fluctuations,
         o   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   the scope, nature or impact of acquisition activity, 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.

<PAGE>
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

                                     16


<PAGE>
<PAGE>

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.


                                     17


<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
            -------------            -------------------------------------

         [none]


    b)   REPORTS ON FORM 8-K:

         The following reports were filed on Form 8-K during the three
         months ended October 31, 2001:

         [none]




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



December 14, 2001        /s/ Thomas H. Pollihan
                         -------------------------------------
                         Thomas H. Pollihan
                         Vice President, Secretary and General Counsel



December 14, 2001        /s/ W. Lee Capps, III
                         -------------------------------------
                         W. Lee Capps, III
                         Vice President Finance and Chief Financial Officer
                         (Principal Financial & Accounting Officer)


                                     18