<PAGE>
<PAGE>

                   SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549
   
                             FORM 10-Q/A
    

(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, 1998

                                       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,
1998 (only one class): 21,634,316
                      ------------

   
The undersigned registrant hereby amends Part I of its Quarterly Report on
Form 10-Q for the quarter ended October 31, 1998 as follows:

Item 1: On the CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (page 5),

            * delete the subtotals ("37,379" and "36,878") and the
              related underline above them, and

            * delete the word "non-cash" from the caption "Changes in
              non-cash working capital components:"

Item 2: replace the section captioned "Year 2000 Compliance" on pages 11 - 13
        with an expanded and extended discussion of Year 2000 Issues.
    

                                   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                                            6-7

           Management's Discussion and Analysis of
            Financial Condition and Results of Operations        8-14


PART II.   OTHER INFORMATION                                       15


                                   2<PAGE>
<PAGE>

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

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

<CAPTION>
                                                           October 31,
                                                    -----------------------      April 30,
                                                      1998           1997          1998
                                                    --------       --------     ----------
<S>                                                 <C>            <C>          <C>
ASSETS
------
Current assets:
   Cash and time deposits                           $ 35,825       $ 25,248     $   31,752
   Receivables, net                                  292,896        300,041        320,104
   Inventories                                       328,436        304,958        374,472
   Prepaid taxes and expenses                         29,258         29,897         32,655
                                                    --------       --------     ----------
      Total current assets                           686,415        660,144        758,983

Property, plant and equipment, net                    85,862         61,409         65,946
Intangible assets, net                                98,154        108,800        105,425
Other assets                                          87,948         81,986         85,159
                                                    --------       --------     ----------
                                                    $958,379       $912,339     $1,015,513
                                                    ========       ========     ==========

LIABILITIES AND SHAREOWNERS' EQUITY
-----------------------------------

Current liabilities:
   Current portion of long-term debt                $ 15,762       $ 15,371     $   15,298
   Notes payable                                      98,544         78,319        141,736
   Accounts payable                                   87,564         83,069        110,725
   Accrued expenses                                   68,662         65,553         74,746
                                                    --------       --------     ----------
      Total current liabilities                      270,532        242,312        342,505

Long-term debt                                       235,997        251,807        242,720
Deferred income taxes and other                       46,167         46,680         46,123

Shareowners' equity:
   Common stock                                      113,814        108,730        109,657
   Retained earnings                                 341,418        309,899        323,035
   Cumulative translation adjustment                  (8,566)        (7,291)        (8,542)
                                                    --------       --------     ----------
                                                     446,666        411,338        424,150
   Less treasury stock, at cost                      (40,983)       (39,798)       (39,985)
                                                    --------       --------     ----------
      Total shareowners' equity                      405,683        371,540        384,165
                                                    --------       --------     ----------
                                                    $958,379       $912,339     $1,015,513
                                                    ========       ========     ==========

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             Six Months Ended
                                                          October 31,                   October 31,
                                                    -----------------------       -----------------------
                                                      1998           1997           1998           1997
                                                    --------       --------       --------       --------
<S>                                                 <C>            <C>            <C>            <C>
Net sales                                           $509,763       $502,852       $937,432       $903,456

Costs and expenses:
   Cost of products sold                             405,702        402,882        752,502        724,484
   Selling, general and
     administrative expenses                          62,928         60,754        119,300        117,177
   Amortization of intangible
     assets                                            3,732          4,007          7,342          7,759
   Interest expense                                    7,651          7,104         15,524         13,991
   Interest income and other, net                       (790)          (507)        (1,230)          (983)
                                                    --------       --------       --------       --------

Earnings before income taxes                          30,540         28,612         43,994         41,028

Income taxes                                          13,000         12,100         18,700         17,300
                                                    --------       --------       --------       --------

Net earnings                                        $ 17,540       $ 16,512       $ 25,294       $ 23,728
                                                    ========       ========       ========       ========


Weighted average shares
 outstanding:
    Basic                                             21,620         21,433         21,596         21,339
                                                    ========       ========       ========       ========

    Diluted                                           22,012         22,091         22,067         21,923
                                                    ========       ========       ========       ========

Earnings per share:
    Basic                                           $    .81       $    .77       $   1.17       $   1.11
                                                    ========       ========       ========       ========

    Diluted                                         $    .80       $    .75       $   1.15       $   1.08
                                                    ========       ========       ========       ========


Dividends paid per share                            $    .16       $    .16       $    .32       $    .32
                                                    ========       ========       ========       ========

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

                                   4

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

<CAPTION>
                                                                         Six Months Ended
                                                                            October 31,
                                                                   -----------------------------
                                                                     1998                 1997
                                                                   --------             --------
<S>                                                                <C>                  <C>
Operating activities:
   Net earnings                                                    $ 25,294             $ 23,728

   Add (deduct) items not affecting operating
    cash flows:
      Depreciation and amortization                                  14,842               14,709
      Increase in prepaid pension cost                               (2,306)              (4,250)
      Deferred income taxes and other                                  (451)               2,691

   Changes in working capital components:
      Receivables, net                                               27,208              (28,412)
      Inventories                                                    46,036               (6,020)
      Prepaid taxes and expenses                                      3,397               (1,453)
      Accounts payable                                              (23,161)             (38,980)
      Accrued expenses                                               (6,084)             (12,270)
                                                                   --------             --------
         Net cash provided by (used for) operating
           activities                                                84,775              (50,257)
                                                                   --------             --------

Investing activities:
   Additions to property, plant and equipment                       (29,835)              (5,651)
   Investment in subsidiaries                                          (120)              (2,610)
   Other investing activities                                         2,456                  126
                                                                   --------             --------
         Net cash (used for) investing activities                   (27,499)              (8,135)
                                                                   --------             --------

Financing activities:
   Proceeds from debentures                                             -                148,327
   Reduction of notes payable, net                                  (43,192)             (80,810)
   Reduction of long-term debt                                       (6,259)              (6,389)
   Dividends paid                                                    (6,911)              (6,825)
   Stock transactions under incentive plans                           3,159                6,824
                                                                   --------             --------
         Net cash provided by
           (used for) financing activities                          (53,203)              61,127
                                                                   --------             --------

Net increase in cash and time deposits                                4,073                2,735
Cash and time deposits - beginning of period                         31,752               22,513
                                                                   --------             --------
Cash and time deposits - end of period                             $ 35,825             $ 25,248
                                                                   ========             ========

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.   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.

     Accounting policies have been continued without change and are
     described in the Summary of Significant Accounting Policies contained
     in the Company's 1998 Annual Report to Shareowners.  For additional
     information regarding the Company's financial condition, refer to the
     footnotes accompanying the annual financial statements.  Details in
     those notes have not changed significantly except as a result of normal
     transactions in the interim.


2.   Total inventory consisted of:

<TABLE>
<CAPTION>
                                                  October 31,
                                        --------------------------------                April 30,
                                          1998                    1997                    1998
                                        --------                --------                ---------
<S>                                     <C>                     <C>                     <C>
Finished goods                          $174,440                $161,222                $175,953
Work in process                           88,855                  76,536                 128,051
Raw materials                             65,141                  67,200                  70,468
                                        --------                --------                --------
                                        $328,436                $304,958                $374,472
                                        ========                ========                ========
</TABLE>

     If inventories were valued at current replacement costs, they would
     have totaled $336,678, $314,722 and $384,714 at October 31, 1998,
     October 31, 1997, and April 30, 1998, respectively.


3.   Intangible assets consisted of:
<TABLE>
<CAPTION>
                                                  October 31,
                                        --------------------------------                April 30,
                                          1998                    1997                    1998
                                        --------                --------                ---------
<S>                                     <C>                     <C>                     <C>
Goodwill                                $116,421                $112,100                $116,301
Other identifiable
 intangibles                              80,076                  81,087                  81,106
                                        --------                --------                --------
                                         196,497                 193,187                 197,407

Less accumulated
 amortization                             98,343                  84,387                  91,982
                                        --------                --------                --------
                                        $ 98,154                $108,800                $105,425
                                        ========                ========                ========

</TABLE>

                                   6
<PAGE>
<PAGE>
                    KELLWOOD COMPANY AND SUBSIDIARIES
                    ---------------------------------
                               (Continued)
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
           ----------------------------------------------------
                        (Amounts in thousands)





4.   A credit facility agreement dated May 31, 1996 in the amount of
     $300,000 expires October 30, 1999.  Under the agreement up to $200,000
     can be utilized for short-term loans, and up to $200,000 can be
     utilized for letters of credit.  Each borrowing under the agreement
     bears interest at one of several specified rates dependent upon several
     factors including the Company's leverage ratio, senior debt rating and
     the applicable Eurodollar margin.  Facility fees can range from .1% to
     .25% of the committed amount.  At October 31, 1998, outstanding
     short-term loans and letters of credit under the agreement were $0 and
     $133,000, respectively. Covenants are more flexible than those
     currently existing for Kellwood's notes due insurance companies.


5.   During the year, the Company adopted Statement of Financial Accounting
     Standards No. 130 (SFAS 130), Reporting Comprehensive Income.  SFAS
     130 requires the reporting of comprehensive earnings in addition to net
     earnings.  Comprehensive earnings is a more inclusive financial
     reporting methodology that includes disclosure of certain financial
     information that historically has not been recognized in the
     calculation of net earnings.

     The Company's total comprehensive income for the six months ended
     October 31, 1998 and 1997 was $25,270 and $24,717, respectively; total
     comprehensive income for the three months ended October 31, 1998 and
     1997, was $17,565 and $16,628, respectively.  Differences between Net
     Earnings and total comprehensive income resulted from foreign currency
     translation.


6.   On December 1, 1998 the Company signed a definitive agreement to merge
     Koret, Inc. into Kellwood in a transaction to be accounted for as a
     pooling of interests.  Kellwood expects to issue 5,241,000 additional
     shares of common stock in this transaction.

     On December 11, 1998 the Company purchased substantially all of the
     non-real estate assets of Fritzi California, a California corporation,
     in exchange for 844,000 shares of Kellwood common stock and the
     assumption of certain liabilities.  The effect of the Fritzi
     transaction would not have been significant to the financial statements
     of the Company.

                                   7

<PAGE>
<PAGE>

                KELLWOOD COMPANY AND SUBSIDIARIES
                ---------------------------------
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          -------------------------------------------------
                CONDITION AND RESULTS OF OPERATION
                ----------------------------------


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

Kellwood Company achieved record sales and earnings for the second quarter
ended October 31, 1998.  Summarized financial data for the quarter and the six
month period ended October 31, 1998 and 1997 are as follows ($ in millions;
percentages are calculated based on actual data, but columns may not add due
to rounding):

<TABLE>
<CAPTION>
                                                    Three Months Ended                   Six Months Ended
                                                        October 31,                         October 31,
                                               -----------------------------       -----------------------------
                                               1998        1997     % Change       1998        1997     % Change
                                               ----        ----     --------       ----        ----     --------
<S>                                           <C>         <C>         <C>         <C>         <C>         <C>
   Net Sales                                   $510        $503        1.4%        $937        $903        3.8%
   Cost of products sold                        406         403        0.7%         753         724        3.9%
   S, G & A                                      63          61        3.6%         119         117        1.8%
                                               ----        ----       ----         ----        ----       ----
   Operating earnings                            41          39        4.9%          66          62        6.2%
   Amort. of intangibles                          4           4       -6.9%           7           8       -5.4%
   Interest, net & other                          7           7        4.0%          14          13        9.9%
                                               ----        ----       ----         ----        ----       ----
   Earnings before tax                           31          29        6.7%          44          41        7.2%
   Income Taxes                                  13          12        7.4%          19          17        8.1%
                                               ----        ----       ----         ----        ----       ----
   Net Earnings                                $ 18        $ 17        6.2%        $ 25        $ 24        6.6%
                                               ====        ====       ====         ====        ====       ====

As a percentage of Sales:
-------------------------
   Net Sales                                  100.0%      100.0%                  100.0%      100.0%
   Cost of products sold                       79.6%       80.1%                   80.3%       80.2%
   S, G & A                                    12.3%       12.1%                   12.7%       13.0%
                                              -----       -----                   -----       -----
   Operating earnings                           8.1%        7.8%                    7.0%        6.8%
   Amort. of intangibles                        0.7%        0.8%                    0.8%        0.9%
   Interest, net & other                        1.3%        1.3%                    1.5%        1.4%
                                               ----        ----                    ----        ----
   Earnings before tax                          6.0%        5.7%                    4.7%        4.5%
   Income Taxes                                 2.6%        2.4%                    2.0%        1.9%
                                               ----        ----                    ----        ----
   Net Earnings                                 3.4%        3.3%                    2.7%        2.6%
                                               ====        ====                    ====        ====
</TABLE>

The increase in sales for the quarter and the half was concentrated in the
Popular-to-Moderate Women's Sportswear and Smart Shirts business portfolios,
partially offset by declines in the Better-to-Bridge Women's Sportswear and
Private label businesses:

<TABLE>
<CAPTION>
                                                 Three Months Ended                   Six Months Ended
                                                     October 31,                         October 31,
                                            ----------------------------        -----------------------------
                                            1998        1997    % Change        1998        1997     % Change
                                            ----        ----    --------        ----        ----     --------
<S>                                         <C>         <C>       <C>           <C>         <C>       <C>
Popular-to-Moderate
   Women's Sportswear                       $289        $271        6.8%        $529        $467       13.3%
Better-to-Bridge
   Women's Sportswear                         49          64      -22.9%          89         114      -21.3%
Private Label                                 82          92      -10.6%         143         168      -15.1%
Smart Shirts                                  64          51       24.8%         114          90       27.0%
Recreation Products                           25          25        0.0%          62          65       -4.4%
                                            ----        ----      -----         ----        ----      -----
Total Net Sales                             $510        $503        1.4%        $937        $903        3.8%
                                            ====        ====      =====         ====        ====      =====
</TABLE>

                                   8
<PAGE>
<PAGE>

                KELLWOOD COMPANY AND SUBSIDIARIES
                ---------------------------------
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          -------------------------------------------------
                CONDITION AND RESULTS OF OPERATION
                ----------------------------------


The five business portfolios contributed the following percentages of sales,
respectively, for the quarter and for the six months ended October 31, 1998:

<TABLE>
<CAPTION>
                                          Three Months Ended                   Six Months Ended
                                              October 31,                         October 31,
                                          ------------------                   -----------------
                                           1998        1997                     1998        1997
                                           ----        ----                     ----        ----
<S>                                       <C>         <C>                     <C>         <C>
As a % of total Sales:
---------------------
Popular-to-Moderate
   Women's Sportswear                      56.8%       53.9%                   56.5%       51.7%
Better-to-Bridge
   Women's Sportswear                       9.6%       12.7%                    9.5%       12.6%
Private Label                              16.1%       18.3%                   15.2%       18.6%
Smart Shirts                               12.5%       10.2%                   12.2%        9.9%
Recreation Products                         5.0%        5.0%                    6.6%        7.2%
                                          -----       -----                   -----       -----
                                          100.0%      100.0%                  100.0%      100.0%
                                          =====       =====                   =====       =====
</TABLE>

The increased sales of branded sportswear in the Popular-to-Moderate price
category was driven by continued growth of the Sag Harbor(R) brand, including
a recently introduced line of Sag Harbor(R) dresses.  In keeping with the
strategy of building on the Sag Harbor(R) name, a new line of casual
sportswear called Sag Harbor(R) Sport will be introduced for Spring 1999
(shipments expected to start in this fiscal year's third quarter).

The Better-to-Bridge Women's Sportswear business continues to struggle, with
sales for the quarter down 23% from the corresponding period in the prior
year.  Marketing and merchandising initiatives are underway to address
styling issues and lost market share in our better category brands in this
segment, and some office, warehousing and distribution functions have been
consolidated to reduce overhead.  The outlook for the third quarter calls for
sales to be down in the range of 5% - 6%.

Private label sales were down vs. the prior year primarily due to the loss of
the Brittania(R) license for men's casual pants (as a result of the brand
being sold to VF Corporation).  Another factor contributing to the decline
was the lower orders for outerwear resulting from inventory carried over by
our customers due to the warm winter weather last year.

Smart Shirts sales for the second quarter were up 25% vs. the prior year.
Sales increased to Polo Ralph Lauren(R) as well as to a number of department
stores, catalog houses and specialty stores.  As a result of quota
constraints in Sri Lanka, Smart Shirts may have to delay some of its third
quarter shipments until February.  This is expected to cause sales in the
third quarter of this fiscal year to be 6-8% less than the prior year; sales
in the fourth quarter, however, are expected to be up 16-18% vs. fiscal '98
levels.
                                   9
<PAGE>
<PAGE>

                KELLWOOD COMPANY AND SUBSIDIARIES
                ---------------------------------
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          -------------------------------------------------
                CONDITION AND RESULTS OF OPERATION
                ----------------------------------

The ability of the woven shirt business to grow over the long term
is constrained by capacity and quota.  In response to these constraints,
Smart Shirts management is evaluating opportunities in Malaysia and other
countries (which have ample quota).

The Recreation Products segment had unusually strong sales (up 16%) in the
fourth quarter of fiscal '98, which marks the beginning of the camping sales
season.  Sales in the first quarter of fiscal '99 were off due to a softening
in consumer demand at retail; second quarter sales were flat with the prior
year.  The outlook for the third quarter is for sales to be up in excess of
9% vs. the comparable quarter in the prior year.

Cost of Products Sold as a percentage of sales decreased from 80.1% to 79.6%
in the quarter vs. the comparable period in the prior year due principally to
improved sourcing and savings generated from the Vision 2000 supplier
management initiative.

S,G&A expense in the quarter was basically flat as a percentage of sales,
increasing to 12.3% of sales from 12.1% of sales in the prior year due to
increased spending on the Vision 2000 program, partially offset by overhead
reductions resulting from consolidation of operations in the Better-to-Bridge
segment.

Operating earnings (defined as net sales less cost of products sold and
selling, general and administrative expenses) increased 4.9% for the quarter
and 6.2% for the six month period vs. the corresponding periods in the prior
year.  The increase in operating earnings for the quarter was due to the
lower Cost of Products Sold as a percentage of sales (discussed above)
partially offset by increased spending this year on the Vision 2000 program.
For the six month period, control of S,G&A spending offset a modest increase
in Cost of Products Sold margin to result in a slight increase in Operating
earnings margin from 6.8% in the prior year to 7.0%.

The increase in interest expense is due primarily to the increase in average
debt and the higher interest rate that resulted from replacing short term
debt with the 20 year debentures, partially offset by lower interest rates on
short-term debt.


FINANCIAL CONDITION
-------------------
Total debt represents 46% of capital at October 31, 1998 vs. 48% at October
31, 1997.  Long-term fixed rate debt is now 72% of total debt as a result of
the October 1997 $150 million public debt offering.  Capital expenditures
were $29.8 million year-to-date; total capital expenditures for fiscal 1999
are expected to be approximately $45 million due to heavy capital spending on
Vision 2000 projects.  This compares with Kellwood's historical levels of


                                   10
<PAGE>
<PAGE>

                KELLWOOD COMPANY AND SUBSIDIARIES
                ---------------------------------
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          -------------------------------------------------
                CONDITION AND RESULTS OF OPERATION
                ----------------------------------


capital spending of $11 - 12 million per year.

The current ratio decreased from 2.7 to 1 at October 31, 1997 to 2.2 to 1 at
April 30, 1998 and 2.5 to 1 at October 31, 1998, largely as a result of a $22
million increase in short-term notes payable.  Inventory levels have
increased faster than sales (up 7.7% vs. October 31, 1997) because of a shift
to more offshore sourcing which results in higher inventories.

In November 1998 the Board of Directors rescinded the share repurchase plan
which had been adopted in September 1996.

Kellwood maintains a $300 million credit facility agreement of which up to
$200 million can be utilized for short-term loans and up to $200 million can
be utilized for letters of credit.  At October 31, 1998, $167 million was
available for future use.  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.

Recent Developments
-------------------
During December 1998 the Company signed definitive agreements to:

     *   Purchase substantially all of the non-real estate assets of Fritzi
     California, a California corporation ("Fritzi") in exchange for 844,000
     shares of Kellwood common stock and the assumption of certain liabilities,
     and

     *   Merge Koret, Inc. into Kellwood in a transaction to be accounted for
     as a pooling of interests.  Kellwood expects to issue 5,241,000 additional
     shares of common stock in this transaction.

The Fritzi transaction closed on December 11, 1998.  The Koret transaction is
contingent upon the terms and conditions set forth in the Merger Agreement;
it is expected to close in January or February 1999.  More information on
these transactions can be obtained by review of the Form 8-K filed with the
SEC on December 2, 1998 (for the Fritzi transaction), and by review of the
Form 8-K filed with the SEC on December 3, 1998 (for the Koret transaction).


Year 2000 Compliance
--------------------
   
In July 1996 the Company outsourced its Information Systems function to
Electronic Data Systems Corporation (EDS).  Together, EDS and Kellwood
employees have completed an assessment and developed plans to make key
operational and financial systems year 2000 compliant and ensure
uninterrupted functionality through the year 2000.  The Company is
monitoring the progress and currently believes such plans are 70%




                                   11
<PAGE>
<PAGE>

                KELLWOOD COMPANY AND SUBSIDIARIES
                ---------------------------------
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          -------------------------------------------------
                CONDITION AND RESULTS OF OPERATION
                ----------------------------------

implemented.  The major components of the plan include:

*   As part of the Vision 2000 initiative, several new information 
    technologies have been and are being installed to implement a
    Consistent Office Environment (COE) and to replace several legacy
    systems with an Integrated Business System (IBS).  These systems
    will be year 2000 compliant.

*   The COE initiative is a corporate-wide effort to install new PC's 
    and servers, and desktop software, all of which are year 2000
    compliant.  This initiative is nearing completion and is scheduled
    to be fully implemented by March 1999.

*   The IBS initiative is a corporate-wide effort to install a common 
    business system throughout the Company.  IBS implementation is
    currently planned to occur at locations with systems that are not
    year 2000 compliant and is in process for certain of these
    locations.  Testing of IBS is taking place in conjunction with
    implementation and is progressing as planned.  As part of its
    contingency plan, the Company is in the process of remediating the
    current systems at three operating locations to make them year 2000
    compliant in the event implementation of IBS is delayed at those
    locations.  Testing of systems modifications for the systems being
    remediated is planned and will occur as part of the remediation
    process.  Remediation projects are expected to be substantially
    completed by June 1999.  Implementation of IBS at the noncompliant
    locations is expected to be substantially completed by Fall 1999.

*   Remediation or replacement of certain "non-IT" systems, including 
    telephone systems, voice mail and shipping software and equipment is
    approximately 80-90% complete.  Testing is currently in process
    where necessary and is progressing as planned.

*   The Company is incurring significant business process reengineering 
    and system replacement expenses as part of the Vision 2000
    initiative as described in the "Results of Operations" section.  The
    portion of Vision 2000 expenses that relates to remediation and
    replacement of non-year 2000 compliant systems is estimated to be
    $2.5 million, of which approximately $1.5 million has already been
    incurred.  The Company has utilized cash flow from operations to
    fund year 2000 expenditures.

*   Several of the Company's legacy systems are already year 2000 
    compliant (accounting for approximately 70% of Fiscal 1998 sales),
    thus the implementation of IBS is not scheduled until fiscal 2000 or
    later.  Testing of year 2000 compliance for these legacy systems has
    been substantially completed.

The Company believes its most reasonably likely worst case scenario with
respect to its own systems would involve particular system modules which
are not properly implemented or not fully or properly remediated.  In
this case, the Company would retain the appropriate resources to correct
the problems.  Until necessary system modifications could be made,
manual procedures would be employed.  Such a situation may result in
additional remediation costs to be incurred and/or delays in operating
activities.
                                   12
<PAGE>

                            
<PAGE>

                KELLWOOD COMPANY AND SUBSIDIARIES
                ---------------------------------
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          -------------------------------------------------
                CONDITION AND RESULTS OF OPERATION
                ----------------------------------


Key trading partners such as customers, suppliers, banks, shipping
companies and insurance companies have been contacted to assess year
2000 compliance in key potentially impacted business relationships.  The
Company does not have control over these third parties and, as a result,
the Company cannot currently determine to what extent future operating
results may be adversely affected by the failure of these third parties
to successfully address their year 2000 issues.  Electronic transactions
with key trading partners have been identified and year 2000 compliance
has been addressed.

*   The Company's ability to process electronic data interchange 
    transactions with its customers has been tested and certified Year
    2000 compliant by the National Retail Federation.

*   Electronic transactions dealing with funds transfers, letters of 
    credit, payroll, and employee benefits have also been addressed and
    are currently either already year 2000 compliant or are in the
    process of becoming compliant.

Based on the results of the Year 2000 readiness information received
from third parties, the Company believes that its key trading partners
are putting forth their best efforts to minimize identified exposures. 
However, the Company has identified alternative suppliers for
significant raw materials should current key suppliers prove unable to
satisfactorily address year 2000 issues and supply necessary raw
materials.  The Company believes its contractors' most significant
challenges will relate to transportation and infrastructure of the
foreign countries in which they operate.  Alternative contractors will
be identified if current key contractors are unable to satisfactorily
address year 2000 issues and manufacture product.  Should customers be
unable to satisfactorily address year 2000 issues, manual procedures
would be employed to ensure key functions such as ordering and invoicing
could be continued.  The Company believes the most reasonably likely
worst case scenario with respect to key trading partners would involve
the inability of such partners to conduct business requiring manual
processes to the employed and/or alternative partners to be utilized. 
Such a situation may result in temporary increases in costs, delays in
receiving cash payments and/or delays in operating activities.
    

OUTLOOK
-------
Kellwood is into a period of solid internal growth led by the Popular-to-
Moderate Women's Branded Sportswear business.  As the retail industry
continues to consolidate, Kellwood is increasingly becoming the vendor of
choice for popular-to-moderately priced women's sportswear, men's woven
shirts and other value priced categories of apparel.  The Company expects
fiscal 1999 sales to be up approximately 4% to 6% (excluding the impact of
the Koret and Fritzi transactions described above).

The Company is investing in its Vision 2000 initiative which will further
enhance the Company's competitive position and ability to continue to gain
market share and improve profitability in the future.


SAFE HARBOR REGARDING FORWARD-LOOKING STATEMENTS
------------------------------------------------
This Form 10-Q includes "forward-looking statements" within the meaning of
the Securities Act of 1933, and of the Securities Exchange Act of 1934, which
represent the Company's expectations or beliefs concerning future events.
Although the Company believes that its expectations reflected in the forward-

                                   13
<PAGE>
<PAGE>

                KELLWOOD COMPANY AND SUBSIDIARIES
                ---------------------------------
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          -------------------------------------------------
                CONDITION AND RESULTS OF OPERATION
                ----------------------------------

looking statements are reasonable, it cannot and does not give any assurance
that such expectations will prove to be correct.  Certain phases of the
Company's operations are subject to influences and factors outside its
control.  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 national and regional economic conditions,
inflation or deflation, the overall level of consumer spending, the level of
consumer debt, currency exchange fluctuations, other capital market
conditions, competitive pressures, the performance of the Company's products
within the prevailing retail environment, customer acceptance of both new
designs and newly introduced product lines, the timing and magnitude of
spending on and savings realized from our Vision 2000 initiative, stable
governments and business conditions in the nations where the Company's
products are manufactured, and financial difficulties encountered by
customers.  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 Report on Form 10-Q,
including without limitation, the statements under "Management's
Discussion and Analysis of Financial Condition and Results of Operations",
are also forward-looking statements.  All forward-looking statements
contained herein 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.

                                   14<PAGE>
<PAGE>
                     PART II.  OTHER INFORMATION
                     ---------------------------

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


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

The information required by this item is set forth in the Company's Proxy
Statement for the 1998 Annual Meeting of Shareholders, at pages 16 and 18
under the caption "Shareholder Proposed Resolution Report On Contract
Supplier Standards Opposed By The Board Of Directors", which information is
incorporated herein by reference.

The results of the vote for, against, abstain and broker non-vote were
1,395,976, 14,034,586, 2,058,753 and 1,798,461, respectively.


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

     a)   EXHIBITS:

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

               27        Financial Data Schedule, filed herewith.


     b)   REPORTS ON FORM 8-K:

          No reports were filed on Form 8-K during the three months ended
          October 31, 1998.

                                   15

<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


   
February 25, 1999                  /s/ Thomas H. Pollihan
                                   -----------------------------------
                                   Thomas H. Pollihan
                                   Vice President, Secretary and
                                   General Counsel



February 25, 1999                  /s/ Gerald M. Chaney
                                   -----------------------------------
                                   Gerald M. Chaney
                                   Vice President Finance
                                   (Principal Financial Officer)
    

                                   16