<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 April 29, 2006

                                       OR

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

      For the transition period from ____________ to ____________

Commission File Number 1-7340

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

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

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

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

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

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the Exchange  Act.  (Check
one):

Large Accelerated Filer |_|  Accelerated Filer |X|  Non-Accelerated Filer  |_|

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

Number of shares of common stock, par value $0.01, outstanding at April 29,
2006: 25,644,908.


<PAGE>
<PAGE>

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

                                      INDEX
                                      -----
<TABLE>
<CAPTION>
                                                                                Page No.
                                                                                --------
<S>                                                                                <C>
PART I.    FINANCIAL INFORMATION

         Item 1.  Financial Statements (Unaudited):

                  Condensed Consolidated Balance Sheets                             3

                  Condensed Consolidated Statements of Earnings                     4

                  Condensed Consolidated Statements of Cash Flows                   5

                  Notes to Condensed Consolidated Financial Statements              6

         Item 2.  Management's Discussion and Analysis of
                    Financial Condition and Results of Operations                  15

         Item 3.  Quantitative and Qualitative Disclosures about Market Risk       26

         Item 4.  Controls and Procedures                                          26

PART II.   OTHER INFORMATION

         Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds      27

         Item 4.  Submission of Matters to a Vote of Security Holders              27

         Item 6.  Exhibits                                                         28
</TABLE>


                                       2

<PAGE>
<PAGE>

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

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

<TABLE>
<CAPTION>
                                                      April 29,      April 30,     January 28,
                                                         2006           2005           2006
                                                     -----------    -----------    -----------
<S>                                                  <C>            <C>            <C>
ASSETS
Current assets:
    Cash and cash equivalents                        $   424,767    $   278,628    $   432,825
    Receivables, net                                     317,826        321,909        294,044
    Inventories                                          175,196        215,390        206,403
    Current deferred taxes and prepaid expenses           47,257         48,363         46,357
    Current assets of discontinued operations              4,556        119,935         62,675
                                                     -----------    -----------    -----------
         Total current assets                            969,602        984,225      1,042,304

Property, plant and equipment, net                        75,782         87,931         79,737
Intangible assets, net                                   157,546        178,816        160,027
Goodwill                                                 203,882        215,386        203,831
Other assets                                              25,608         34,160         26,858
Long-term assets of discontinued operations                1,109         26,859            889
                                                     -----------    -----------    -----------
Total assets                                         $ 1,433,529    $ 1,527,377    $ 1,513,646
                                                     ===========    ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Notes payable and current portion
       of long-term debt                             $    17,016    $        94    $    13,571
    Accounts payable                                     158,382        133,856        170,914
    Accrued salaries and employee benefits                29,989         31,021         40,554
    Other accrued expenses                                47,597         55,377         97,139
    Current liabilities of discontinued operations        17,748         23,777         30,888
                                                     -----------    -----------    -----------
         Total current liabilities                       270,732        244,125        353,066

Long-term debt                                           492,067        469,690        494,806
Deferred income taxes and other                           54,192         89,675         56,407
Stockholders' equity:
    Common stock                                         276,209        271,270        272,073
    Retained earnings                                    504,702        562,762        499,613
    Accumulated other comprehensive loss                  (8,559)       (10,910)        (8,634)
    Less treasury stock, at cost                        (155,814)       (99,235)      (153,685)
                                                     -----------    -----------    -----------
    Total stockholders' equity                           616,538        723,887        609,367
                                                     -----------    -----------    -----------

Total liabilities and stockholders' equity           $ 1,433,529    $ 1,527,377    $ 1,513,646
                                                     ===========    ===========    ===========
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                       3

<PAGE>
<PAGE>

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

<TABLE>
<CAPTION>
                                                      Three months ended
                                                   --------------------------
                                                    April 29,      April 30,
                                                       2006           2005
                                                   -----------    -----------
<S>                                                <C>            <C>
Net sales                                          $   516,853    $   553,547

Costs and expenses:
    Cost of products sold                              411,573        430,213
    Selling, general and administrative expenses        89,215         91,871
    Stock option expense                                 2,941             --
    Amortization of intangible assets                    2,481          2,781
    Impairment, restructuring and
      related non-recurring charges                      4,406             --
    Interest expense, net                                4,092          6,634
    Other (income) and expense, net                     (1,165)          (175)
                                                   -----------    -----------
Earnings before income taxes                             3,310         22,223
Income taxes                                             1,077          7,112
                                                   -----------    -----------
Net earnings from continuing operations                  2,233         15,111
Net earnings (loss) from discontinued operations         6,960         (3,292)
                                                   -----------    -----------
Net earnings                                       $     9,193    $    11,819
                                                   ===========    ===========

Weighted average shares outstanding:
    Basic                                               25,623         27,759
                                                   ===========    ===========

    Diluted                                             25,785         27,957
                                                   ===========    ===========

Earnings (loss) per share:
    Basic:
      Continuing operations                        $      0.09    $      0.54
      Discontinued operations                             0.27          (0.12)
                                                   -----------    -----------
      Net earnings                                 $      0.36    $      0.43
                                                   ===========    ===========
    Diluted:
      Continuing operations                        $      0.09    $      0.54
      Discontinued operations                             0.27          (0.12)
                                                   -----------    -----------
      Net earnings                                 $      0.36    $      0.42
                                                   ===========    ===========

Dividends paid per share                           $      0.16    $      0.16
                                                   ===========    ===========
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                       4

<PAGE>
<PAGE>

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

<TABLE>
<CAPTION>
                                                                     Three months ended
                                                                 --------------------------
                                                                  April 29,      April 30,
                                                                     2006           2005
                                                                 -----------    -----------
<S>                                                              <C>            <C>
OPERATING ACTIVITIES:

Net earnings                                                     $     9,193    $    11,819
Add/(deduct) items not affecting operating cash flows:
     Depreciation and amortization                                     9,153         10,455
     Stock-based compensation expense                                  2,941             --
     Deferred income taxes and other                                  (1,047)         2,225
     Incremental tax benefits from stock options exercised              (169)            --
     Non-cash adjustments related to impairment, restructuring
         and related non-recurring charges                             2,037             --
Changes in working capital components:
     Receivables, net                                                  4,365          6,436
     Inventories                                                      34,092         56,301
     Current deferred taxes and prepaid expenses                      27,611            799
     Accounts payable and accrued expenses                           (83,014)       (56,916)
                                                                 -----------    -----------
Net cash provided by operating activities                              5,162         31,119
                                                                 -----------    -----------

INVESTING ACTIVITIES:
Additions to property, plant and equipment                            (3,412)        (4,862)
Acquisitions (additional cash purchase consideration)                 (6,446)        (8,750)
Receipts for note receivable                                             687          1,375
Dispositions of fixed assets                                               5            446
                                                                 -----------    -----------
Net cash used in investing activities                                 (9,166)       (11,791)
                                                                 -----------    -----------

FINANCING ACTIVITIES:
Net borrowings of notes payable                                          673             --
Dividends paid                                                        (4,101)        (4,445)
Stock purchases under Stock Repurchase Program                        (5,006)            --
Stock transactions under incentive plans                               4,211          2,736
Incremental tax benefits from stock options exercised                    169             --
                                                                 -----------    -----------
Net cash used in financing activities                                 (4,054)        (1,709)
                                                                 -----------    -----------

NET CHANGE IN CASH AND CASH EQUIVALENTS                               (8,058)        17,619
Cash and cash equivalents, beginning of period                       432,825        261,009
                                                                 -----------    -----------
Cash and cash equivalents, end of period                         $   424,767    $   278,628
                                                                 ===========    ===========

Supplemental cash flow information:
     Interest paid                                               $     6,317    $     5,596
                                                                 ===========    ===========
     Income taxes paid, net                                      $       654    $       197
                                                                 ===========    ===========
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                       5

<PAGE>
<PAGE>

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

NOTE 1. BASIS OF PRESENTATION.  The condensed  consolidated financial statements
include our accounts and the accounts of our  majority-owned  subsidiaries.  All
significant  intercompany accounts and transactions have been eliminated.  These
financial  statements have been prepared on a condensed  basis, and accordingly,
certain  information  and  note  disclosures   normally  included  in  financial
statements prepared in accordance with generally accepted accounting  principles
have been  condensed  or omitted  pursuant to the rules and  regulations  of the
Securities and Exchange Commission.  The amounts and disclosures included in the
notes to the  condensed  consolidated  financial  statements,  unless  otherwise
indicated,  are presented on a continuing  operations  basis.  In the opinion of
management,  the financial statements contain all adjustments (consisting solely
of  normal  recurring   adjustments)  and  disclosures  necessary  to  make  the
information presented therein not misleading.  These financial statements should
be  read  in  conjunction  with  the  consolidated   financial   statements  and
accompanying  footnotes thereto included in our Annual Report to Stockholders on
Form 10-K for 2005 (the fiscal year ended  January  28,  2006).  As used in this
Report,  unless the context requires  otherwise,  "our," "us" and "we" refers to
Kellwood Company and its subsidiaries.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  reported  amounts and related  disclosures.  Actual results could differ
from those  estimates.  Certain  prior year  amounts have been  reclassified  to
conform to the current year  presentation.  Our fiscal year ends on the Saturday
closest to January  31.  Operating  results  for any  quarter  are  historically
seasonal in nature and are not  necessarily  indicative of the results  expected
for the full year.

NOTE 2. IMPAIRMENT,  RESTRUCTURING AND RELATED NON-RECURRING CHARGES. During the
second   quarter  of  2005,  we  announced  a   Restructuring   Plan  (the  2005
Restructuring  Plan) aimed at advancing our  corporate  objectives of increasing
our  penetration  of consumer  lifestyle  brands  with strong  growth and profit
potential  while reducing  exposure to smaller volume brands and certain private
label businesses. The 2005 Restructuring Plan resulted from a thorough strategic
reassessment of all of our business operations.  This reassessment was performed
in the second  quarter of 2005 and was directed by our Chief  Executive  Officer
who was named to that position  during the second quarter of 2005. The strategic
reassessment focused on our businesses that had experienced profitability issues
and  considered  the alignment of the  businesses  with our refreshed  strategy,
which considered,  among other things,  market place developments  affecting the
retail landscape and our retail customers.

The  results  of   operations   and   impairment,   restructuring   and  related
non-recurring  charges  for the  businesses  sold and shut down are  reported as
discontinued  operations.  The gains  and  losses  on  consummated  transactions
involving  the  sale  of  operations  are  included  as part  of net  loss  from
discontinued  operations  and  are  not  significant.  See  Note  3 for  further
information on the operating results and financial  position of the discontinued
operations.

The total expected cost of the actions in connection with the 2005 Restructuring
Plan and the provision  recorded to date (the second quarter of 2005 through the
first quarter of 2006)  related to our  reportable  segments  (before tax) is as
follows:

<TABLE>
<CAPTION>
                               Continuing Operations         Discontinued Operations              Total
                           -----------------------------   --------------------------  --------------------------
                                               Total                         Total                       Total
                                Total        Provision        Total        Provision       Total       Provision
                              Expected       Recorded       Expected       Recorded      Expected      Recorded
                                Cost          to Date         Cost          to Date        Cost         to Date
                           --------------   ------------   ------------  ------------  -------------   ----------
<S>                        <C>              <C>            <C>           <C>           <C>             <C>
Women's Sportswear         $       40,598   $     18,151   $     20,668  $     20,668  $      61,266   $   38,819
Men's Sportswear                       --             --         13,806        12,848         13,806       12,848
Other Soft Goods                    1,073            681         33,596        32,806         34,669       33,487
General Corporate                  40,953         35,940          4,306         4,306         45,259       40,246
                           --------------   ------------   ------------  ------------  -------------   ----------
   Total                   $       82,624   $     54,772   $     72,376  $     70,628  $     155,000   $  125,400
                           ==============   ============   ============  ============  =============   ==========
</TABLE>


                                       6

<PAGE>
<PAGE>

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

In the first quarter of 2006, the costs related to the 2005  Restructuring  Plan
were recorded as follows:

<TABLE>
<CAPTION>
                                      Three months ended April 29, 2006
                                  ----------------------------------------
                                   Continuing   Discontinued
                                   Operations    Operations       Total
                                  -----------   ------------   -----------
<S>                               <C>           <C>            <C>
Net sales                         $        --   $    (1,168)   $    (1,168)
Cost of products sold                      --          (457)          (457)
Restructuring and other
   non-recurring charges                4,406           305          4,711
                                  -----------   -----------    -----------
Total pretax cost (income)        $     4,406   $    (1,320)   $     3,086
                                  ===========   ===========    ===========
Total after tax cost (income)     $     2,860   $      (823)   $     2,037
                                  ===========   ===========    ===========
Diluted loss (income) per share   $      0.11   $     (0.03)   $      0.08
                                  ===========   ===========    ===========
</TABLE>

A rollforward of the major components of this non-recurring  charge from January
28, 2006 to April 29, 2006 recorded in continuing operations is as follows:

<TABLE>
<CAPTION>
                          Accrual as of                                           Accrual as of
                           January 28,                                               April 29,
                              2006        Provision    Reversals   Utilization         2006
                          -------------   ----------   ----------  ------------   -------------
<S>                        <C>            <C>          <C>          <C>             <C>
Inventory and Purchase
    Commitment Reserves    $    2,710     $       --   $       --   $     (856)     $    1,854
Sales Allowances                   50             --           --           --              50
Contractual Obligations         3,550          3,271           --       (4,638)          2,183
Employee Severance and
    Termination Benefits          520          1,135           --         (105)          1,550
                           ----------     ----------   ----------   ----------      ----------
Total                      $    6,830     $    4,406   $       --   $   (5,599)     $    5,637
                           ==========     ==========   ==========   ==========      ==========
</TABLE>

A rollforward of the major components of this non-recurring  charge from January
28, 2006 to April 29, 2006 recorded in discontinued operations is as follows:

<TABLE>
<CAPTION>
                          Accrual as of                                           Accrual as of
                           January 28,                                              April 29,
                              2006        Provision    Reversals   Utilization       2006
                          -------------   ----------   ----------  ------------   -------------
<S>                         <C>           <C>           <C>          <C>            <C>
Inventory and Purchase
    Commitment Reserves     $  1,273      $     --      $   (457)    $   (617)      $    199
Sales Allowances               2,266            --        (1,168)          --          1,098
Contractual Obligations       10,307           598            --       (2,283)         8,622
Employee Severance and
    Termination Benefits       9,783            --          (293)      (3,382)         6,108
                            --------      --------      --------     --------       --------
Total                       $ 23,629      $    598      $ (1,918)    $ (6,282)      $ 16,027
                            ========      ========      ========     ========       ========
</TABLE>

Inventory  and  Purchase   Commitment  Reserves  include  provisions  to  reduce
inventory and purchase  commitments to net realizable  values.  Sales Allowances
include  provisions for anticipated  increased  deductions taken by customers on
previous  sales  for  discontinued  operations,   as  a  direct  result  of  the
discontinuance   plans.   Contractual   Obligations   are  adverse   contractual
arrangements  under which losses are probable and estimatable and where there is
no future  economic  benefit.  These include  leases and minimum  payments under
license agreements. Employee Severance and Termination Benefits are provided for
in accordance  with SFAS No. 146,  Accounting for Costs  Associated with Exit or
Disposal  Activities.  Total employee severance and termination benefits will be
recorded as incurred and relates to approximately 1,500 employees.

The change in estimate related to the reversals of amounts  originally  provided
for  non-recurring  inventory  and  purchase  commitment  reserves  as  part  of
discontinued  operations  resulted  primarily from much better than  anticipated
sales to existing  customers without  significant  order  cancellations or price
concessions.


                                       7

<PAGE>
<PAGE>

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

NOTE 3.  DISCONTINUED  OPERATIONS.  Related to our 2005  Restructuring  Plan, as
discussed  in Note 2, our  Private  Label  Menswear  (which does not include our
Smart  Shirts  subsidiary)  and  several  labels at our Oakland  Operation  were
discontinued  during the fourth  quarter  of 2005.  During the third  quarter of
2005,  our  Intimate  Apparel  and  Kellwood  New  England   operations   became
discontinued.  Prior to being classified as  discontinued,  Kellwood New England
and the labels at the Oakland Operation were included in the Women's  Sportswear
segment,  the  Private  Label  Menswear  operations  were  included in the Men's
Sportswear  segment,  and Intimate  Apparel was included in the Other Soft Goods
segment.

The  results  of   operations   and   impairment,   restructuring   and  related
non-recurring  charges for the discontinued  operations (as discussed in Note 2)
are reported as discontinued operations for all periods presented. Additionally,
assets and  liabilities  of the  discontinued  operations  are segregated in the
accompanying Condensed Consolidated Balance Sheets.

Operating  results  for  the  discontinued  operations,  including  all  charges
incurred during the periods presented for the 2005 Restructuring Plan related to
these divisions as described in Note 2, are as follows:

<TABLE>
<CAPTION>
                                                        Three months ended
                                                  ------------------------------
                                                    April 29,         April 30,
                                                      2006              2005
                                                  -----------       -----------
<S>                                               <C>               <C>
Net sales                                         $     1,935       $    85,832
                                                  ===========       ===========
Impairment, restructuring and related
     non-recurring charges                        $       305       $        --
                                                  ===========       ===========
Earnings (loss) before income taxes                     1,053            (4,842)
Income taxes                                           (5,907)           (1,550)
                                                  -----------       -----------
Net earnings (loss)                               $     6,960       $    (3,292)
                                                  ===========       ===========
Diluted earnings (loss) per share                 $      0.27       $     (0.12)
                                                  ===========       ===========
</TABLE>

Net sales for the three  months  ended April 29, 2006  primarily  represent  the
reversal of accrued  discounts,  returns  and  allowances  determined  not to be
necessary.

Income  taxes for the  three  months  ended  April 29,  2006  includes  a $6,300
reversal  of  allowances  for  tax  exposures  (related  to a 2003  discontinued
operation) no longer deemed necessary due to finalization of an open tax year.

Summarized assets and liabilities of the discontinued operations are as follows:

<TABLE>
<CAPTION>
                                                     April 29,        April 30,       January 28,
                                                        2006             2005             2006
                                                    -----------      -----------      -----------
<S>                                                 <C>              <C>              <C>
Cash                                                $       219      $       615      $       241
Receivables, net                                             53           53,352           27,032
Inventories                                                  --           59,911            2,113
Current deferred taxes and prepaid expenses               4,284            6,057           33,289
                                                    -----------      -----------      -----------
Current assets of discontinued operations           $     4,556      $   119,935      $    62,675
                                                    ===========      ===========      ===========

Property, plant and equipment, net                  $        --      $     5,808      $        85
Intangible assets, net                                       --            9,941               --
Goodwill                                                     --            9,234               --
Prepaid taxes                                                --            1,590               --
Other assets                                              1,109              286              804
                                                    -----------      -----------      -----------
Long-term assets of discontinued operations         $     1,109      $    26,859      $       889
                                                    ===========      ===========      ===========

Accounts payable                                    $     2,142      $    18,084      $     7,779
Accrued liabilities                                      15,606            5,693           23,109
                                                    -----------      -----------      -----------
Current liabilities of discontinued operations      $    17,748      $    23,777      $    30,888
                                                    ===========      ===========      ===========
</TABLE>


                                       8

<PAGE>
<PAGE>

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

The accrued  liabilities  represent  charges taken in  connection  with the 2005
Restructuring Plan that have not yet been paid.

NOTE 4.  BUSINESS  COMBINATIONS.  In  connection  with our  acquisition  of Phat
Fashions, LLC and Phat Licensing, LLC (together referred to as Phat), additional
cash  purchase  consideration  will be due if Phat  achieves  certain  specified
financial  performance  targets for 2004  through  2010.  This  additional  cash
purchase  consideration  is  calculated  based on a formula  applied  to royalty
revenue  through 2010.  The  additional  consideration  for 2005 is estimated at
$2,095,  which is planned  to be paid out during the second  quarter of 2006 and
was recorded as additional goodwill.

In connection  with our  acquisition of Briggs New York Corp.  (Briggs) in 2003,
additional cash purchase  consideration  will be due if Briggs achieves  certain
annual operating  results for each of the four years after the acquisition (2003
through 2006). The additional cash purchase  consideration  for 2005 was $6,446,
which  was paid out  during  the  first  quarter  of 2006  and was  recorded  as
additional goodwill.

NOTE  5.  INVENTORIES.  Inventories  of  continuing  operations  consist  of the
following:

<TABLE>
<CAPTION>
                                       April 29,        April 30,       January 28,
                                          2006             2005             2006
                                      -----------      -----------      -----------
<S>                                   <C>              <C>              <C>
Inventories:
     Finished goods                   $   128,080      $   163,129      $   155,107
     Work in process                       23,267           26,790           29,240
     Raw materials                         23,849           25,471           22,056
                                      -----------      -----------      -----------
      Total inventories               $   175,196      $   215,390      $   206,403
                                      ===========      ===========      ===========
Net of obsolescence reserves of:      $    22,565      $    25,355      $    21,057
                                      ===========      ===========      ===========
</TABLE>

NOTE 6.  GOODWILL AND  INTANGIBLE  ASSETS.  Changes in goodwill  and  intangible
assets of continuing operations since the beginning of 2006 are as follows:

<TABLE>
<CAPTION>
                                                     Goodwill        Intangibles
                                                    -----------      -----------
<S>                                                 <C>              <C>
Balance as of January 28, 2006                      $   203,831      $   160,027
Changes:
   Adjustment to estimated contingent
     purchase price                                          51               --
Amortization expense                                         --           (2,481)
                                                    -----------      -----------
Balance as of April 29, 2006                        $   203,882      $   157,546
                                                    ===========      ===========
</TABLE>

NOTE 7. NOTES  PAYABLE AND  LONG-TERM  DEBT.  On April 12,  2006,  we executed a
$400,000  five-year  secured,  syndicated  credit  facility  (the Senior  Credit
Facility) and  terminated  our prior $400,000  five-year  unsecured,  syndicated
credit  facility  entered into on October 20, 2004.  Borrowers  under the Senior
Credit Facility  include  Kellwood  Company and its domestic  subsidiaries  (the
Borrowers). Borrowings under the facility are secured by the Borrowers' domestic
current  assets,  principally  consisting of accounts  receivable and inventory.
This does not include the stock of any subsidiaries. Borrowings under the Senior
Credit  Facility  are  limited  to the  lesser of the  commitment  amount or the
borrowing base as defined in the credit  agreement.  The Senior Credit  Facility
can be used to  refinance  existing  indebtedness,  for  letters of credit,  for
working capital needs and for other general corporate purposes. Borrowings under
the Senior Credit  Facility bear interest at a rate equal to LIBOR plus a spread
of 1.00% to 2.00%, with such spread depending upon excess liquidity,  as defined
in the credit  agreement.  The Senior Credit Facility contains certain customary
covenants,  including:  (a) when  availability  under the Senior Credit Facility
becomes less than $40,000,  a minimum fixed charge  coverage  ratio is required;
and (b) so long as availability remains above $60,000, Borrowers would generally
not be restricted in terms of distributions and dividends, investments, issuance
of new  indebtedness,  granting of liens  (except to assets  securing the Senior
Credit  Facility),  acquisitions  and capital  expenditures.  At April 29, 2006,
there were no borrowings  outstanding  under the Senior  Credit  Facility and we
were in compliance with all covenants.  Letters of credit  outstanding under the
Senior Credit Facility were $17,374.


                                       9

<PAGE>
<PAGE>

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

On  December  21,  2005,  our Asian  operations  executed  a  $50,000  five-year
unsecured,  syndicated term and revolving  credit facility  agreement to support
its working capital needs (the Asian Credit  Facility).  The term portion of the
Asian Credit  Facility (the Asian Term Credit  Facility) is $25,000 and requires
semiannual  payments of principal beginning November 2006. The revolving portion
of the Asian Credit  Facility (the Asian Revolving  Credit  Facility) is $25,000
and can be used for borrowings  and/or letters of credit.  Borrowings  under the
Asian Credit Facility bear interest at LIBOR plus a spread ranging from 1.10% to
1.35% with such spread  depending on our Asian  operations'  leverage ratio. The
Asian Credit Facility  contains certain customary  covenants,  which among other
things,  restrict our Asian  operations'  ability to incur  indebtedness,  grant
liens,  make  investments  and  acquisitions  and  sell  assets.  The  financial
covenants  of the Asian  Credit  Facility  include  requirements  that our Asian
operations  satisfy an interest coverage ratio, a leverage ratio and a net worth
maintenance  covenant.  At  April  29,  2006,  we were in  compliance  with  the
covenants of the Asian Credit Facility. At April 29, 2006, there were $5,000 and
$25,000 of borrowings  outstanding  under the revolving and term portions of the
Asian Credit Facility,  respectively. In addition, the terms of the Asian Credit
Facility  allow it to become  secured when the Senior  Credit  Facility  becomes
secured.

In addition to the revolving  credit  facilities  discussed  above,  we maintain
uncommitted lines of credit, which totaled $39,020 at April 29, 2006. There were
$9,238 of  borrowings  outstanding  under these lines at April 29, 2006. We have
$9,408 in  outstanding  letters of credit used by our foreign  operations  under
these lines at April 29, 2006.

NOTE 8. STOCK REPURCHASE  PROGRAM. In July 2005, we announced a stock repurchase
program  (Stock  Repurchase  Program).  The Board of Directors  authorized us to
repurchase,  at our discretion,  up to ten percent of the outstanding  shares of
our common stock through open market or privately negotiated  transactions.  The
Board of  Directors  has  approved  the  investment  of up to  $75,000  for this
purpose.  During fiscal year 2005, we repurchased 2,218,200 shares at an average
price of $24.99 per share,  totaling $55,430.  During the first quarter of 2006,
we repurchased 173,600 shares at an average price of $28.83 per share,  totaling
$5,006.  Payments  made  under the Stock  Repurchase  Program  are  recorded  in
Treasury Stock on the Condensed Consolidated Balance Sheets.

NOTE 9.  COMPREHENSIVE  INCOME.  Differences  between  net  earnings  and  total
comprehensive income resulted from foreign currency translation and unrecognized
impacts of derivative instruments as follows:

<TABLE>
<CAPTION>
                                                   Three months ended
                                                -------------------------
                                                April 29,       April 30,
                                                  2006            2005
                                                ---------       ---------
<S>                                             <C>             <C>
Net earnings                                    $   9,193       $  11,819

Other comprehensive income:
   Currency translation adjustment                    222             303
   Unrecognized (loss) gain on derivatives           (147)            183
                                                ---------       ---------
   Total comprehensive income                   $   9,268       $  12,305
                                                =========       =========
</TABLE>

NOTE 10.  SHARE-BASED  COMPENSATION.  On January 29,  2006,  we adopted SFAS No.
123(R),  Share-Based Payment,  requiring the recognition of compensation expense
in the Condensed Consolidated Statement of Earnings related to the fair value of
our  employee  share-based  options.  SFAS No.  123(R)  revises  SFAS  No.  123,
Accounting  for  Stock-Based  Compensation,  and  supercedes APB Opinion No. 25,
Accounting  for Stock Issued to Employees.  SFAS No. 123(R) is  supplemented  by
Securities and Exchange  Commission  (SEC) Staff  Accounting  Bulletin (SAB) No.
107,  Share-Based Payment. SAB No. 107 expresses the SEC staff's views regarding
the  interaction  between SFAS No. 123(R) and certain SEC rules and  regulations
including the valuation of  share-based  payment  arrangements.  SFAS No. 123(R)
amends SFAS No. 95, Statement of Cash Flows, to require that excess tax benefits
be reported as a financing cash inflow rather than as a reduction of taxes paid,
which is included within  operating cash flows.  The adoption of SFAS No. 123(R)
resulted  in a  reclassification  to  reduce  net  cash  provided  by  operating
activities  with an  offsetting  increase  to net  cash  provided  by  financing
activities  of $169  related to  incremental  tax  benefits  from stock  options
exercised in the period.


                                       10

<PAGE>
<PAGE>

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

Determining  the fair value of  share-based  awards at the grant  date  requires
judgment,  including  estimating  the expected  term that stock  options will be
outstanding  prior to  exercise,  the  associated  volatility  and the  expected
dividends.  Judgment is also  required in estimating  the amount of  share-based
awards expected to be forfeited prior to vesting.  If actual  forfeitures differ
significantly from these estimates,  share-based  compensation  expense could be
materially  impacted.  Prior to adopting SFAS No. 123(R), we applied  Accounting
Principles  Board  (APB)  Opinion  No.  25,  and  related  Interpretations,   in
accounting for our stock-based  compensation  plans.  All employee stock options
were  granted  at  or  above  the  grant  date  market  price.  Accordingly,  no
compensation cost was recognized for fixed stock option grants in prior periods.

We will  recognize  the cost of all employee  stock  options on a  straight-line
attribution  basis over their respective  vesting periods.  We have selected the
modified prospective method of transition;  accordingly,  prior periods have not
been restated.  Total stock option expense recorded in the first quarter of 2006
and in the pro forma  table  below  for 2005 has been  reduced  by an  estimated
forfeiture rate of 5.0%. This estimate will be revised in subsequent  periods if
actual forfeitures differ from the original estimates.

We  have  issued  stock  options  and  restricted   shares  to  employees  under
share-based  compensation  plans. Stock options are issued at the current market
price, subject to a three to five year vesting period with a contractual term of
10 years.  Shares are issued  from  treasury  stock upon the  exercise  of stock
options.

Compensation  expense for  restricted  stock awards is measured at fair value on
the date of grant based on the number of shares  granted  and the quoted  market
price of the Company's  common stock.  For stock option awards,  no compensation
cost was recognized prior to January 28, 2006. If the fair value method had been
applied,  our net income and earnings per share for the three months ended April
30, 2005 would have been the pro forma amounts as follows:

<TABLE>
<CAPTION>
                                                                Three months ended
                                                                ------------------
                                                                   April 30, 2005
                                                                ------------------
<S>                                                                <C>
Net earnings from continuing operations, as reported               $      15,111
Less: Share-based employee compensation expense
    determined under the fair value based method
    for all awards, net of related tax effects                            (5,246)
                                                                   -------------

Pro-forma net earnings from continuing operations                  $       9,865
                                                                   =============

Earnings per share from continuing operations:
    Basic, as reported                                             $        0.54
    Basic, pro-forma                                               $        0.36
    Diluted, as reported                                           $        0.54
    Diluted, pro-forma                                             $        0.35
</TABLE>

The fair value of options  granted is  estimated  on the date of grant using the
Black-Scholes option-pricing model. No options have been granted since the first
quarter of 2005. The following  weighted  average  assumptions were used for the
options granted in the first quarter of 2005:

<TABLE>
<S>                                                <C>
Expected option life                               6 years
Risk-free interest rate                               4.5%
Expected volatility of Kellwood stock                33.6%
Expected dividend yield on Kellwood stock             2.2%
</TABLE>


                                       11

<PAGE>
<PAGE>

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

A summary  of stock  options  outstanding  as of April 29,  2006 and the  plans'
activity during the three months ended April 29, 2006 is presented below:

<TABLE>
<CAPTION>
                                                                          Weighted Average
                                                                              Remaining          Aggregate
                                                       Weighted Average      Contractual         Intrinsic
(Shares in thousands)                    Shares         Exercise Price       Term (Years)          Value
                                     -------------     ----------------   -----------------    -------------
<S>                                          <C>         <C>                          <C>      <C>
Outstanding at January 28, 2006              2,748       $       28.84
Granted                                         --                  --
Exercised                                     (188)              22.39
Forfeited or expired                           (39)              32.29
                                     -------------       -------------      -------------      -------------
Outstanding at April 29, 2006                2,521       $       29.27                6.2      $      12,355
                                     -------------       -------------      -------------      -------------

Exercisable at April 29, 2006                1,926       $       29.86                5.7      $       9,569
                                     -------------       -------------      -------------      -------------
</TABLE>

The total  intrinsic value of options  exercised  during the three month periods
ended April 29, 2006 and April 30, 2005 were $1,430 and $927, respectively.

A summary of the activity for nonvested stock option awards as of April 29, 2006
and changes during the three months ended April 29, 2006 is presented below:

<TABLE>
<CAPTION>
                                                         Weighted Average
                                                            Grant Date
(Shares in thousands)                    Awards        Fair Value per Award
                                    ----------------   --------------------
<S>                                            <C>     <C>
Nonvested at January 28, 2006                  1,043   $               8.53
Granted                                           --                     --
Vested                                          (737)                  8.45
Cancelled                                        (13)                  8.39
                                    ----------------   --------------------

Nonvested at April 29, 2006                      293   $               8.75
                                    ----------------   --------------------
</TABLE>

During the first quarter of 2006, we recorded $2,941 of stock option expense and
a related  deferred tax asset of $1,085.  As of April 29, 2006, there was $2,774
of  total  unrecognized  compensation  cost  related  to  nonvested  share-based
compensation  awards granted under the stock option plans.  The following  table
represents the before-tax share-based compensation costs to be recognized in the
following fiscal years:

<TABLE>
<CAPTION>
                                                Future Share-Based
Fiscal Year                                    Compensation Expense
------------------                        -----------------------------
<C>                                       <C>
2006 (Second through fourth quarters)     $                       1,403
2007                                                              1,301
2008                                                                 70
</TABLE>

NOTE 11. INCOME TAXES.  Our effective tax rate on continuing  operations for the
three  months  ended April 29, 2006 was 32.9%.  This rate  differs from the U.S.
statutory rate of 35.0% due to the lower tax rate on foreign  earnings that will
be permanently invested offshore.

Our effective tax rate on discontinued operations, excluding the reversal of tax
reserves (see Note 3 for further information  related to the tax reserves),  was
37.3% for the three months ended April 29, 2006.


                                       12

<PAGE>
<PAGE>

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

NOTE 12. EARNINGS (LOSS) PER SHARE.  The following is a  reconciliation  between
basic and diluted earnings (loss) per share:

<TABLE>
<CAPTION>
                                                             Three months ended
                                                         --------------------------
                                                          April 29,       April 30,
                                                            2006            2005
                                                         ----------      ----------
<S>                                                      <C>             <C>
Numerators:
   Net earnings from continuing operations               $    2,233      $   15,111
   Net earnings (loss) from discontinued operations           6,960          (3,292)
                                                         ----------      ----------
   Net earnings                                          $    9,193      $   11,819
                                                         ==========      ==========

Denominators (000's):
   Average shares outstanding - Basic                        25,623          27,759

   Impact of stock options                                      162             198
                                                         ----------      ----------

   Average shares outstanding - Diluted                      25,785          27,957
                                                         ==========      ==========

Earnings (loss) per share:
   Basic:
    Continuing operations                                $     0.09      $     0.54
    Discontinued operations                                    0.27           (0.12)
                                                         ----------      ----------
    Earnings per share                                   $     0.36      $     0.43
                                                         ==========      ==========

   Diluted:
    Continuing operations                                $     0.09      $     0.54
    Discontinued operations                                    0.27           (0.12)
                                                         ----------      ----------
    Earnings per share                                   $     0.36      $     0.42
                                                         ==========      ==========
</TABLE>

The  calculation  of  diluted  earnings  per share  excludes  the  impact of the
contingent  convertible debt for the three months ended April 29, 2006 and April
30, 2005,  and  1,166,900  and  1,250,150 of stock  options for the three months
ended April 29, 2006 and April 30, 2005,  respectively,  because to include them
would have been antidilutive.

NOTE 13. REPORTABLE SEGMENTS. We and our subsidiaries are principally engaged in
the apparel and related soft goods  industries.  Our operations are managed in a
number of divisions  that are  organized  around  individual  product  lines and
brands.  These divisions are aggregated into three major consumer market product
groupings along with General Corporate, which represent our reportable segments.
These segments are:

o     Women's Sportswear,

o     Men's Sportswear,

o     Other Soft Goods, and

o     General Corporate.

For  additional  information  regarding our  reportable  segments,  refer to the
footnotes  accompanying  the 2005 financial  statements  contained in our Annual
Report to  Stockholders on Form 10-K for 2005 (the fiscal year ended January 28,
2006).

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

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


                                       13

<PAGE>
<PAGE>

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

Sales,  segment  earnings  (loss) and net assets for  continuing  operations  by
segment for the three month  periods ended April 29, 2006 and April 30, 2005 are
as follows:

<TABLE>
<CAPTION>
                                                       Three months ended
                                                 -------------------------------
                                                   April 29,         April 30,
                                                     2006              2005
                                                 -------------    --------------
<S>                                              <C>              <C>
Net sales:
    Women's Sportswear                           $     304,428    $      337,503
    Men's Sportswear                                   133,366           128,986
    Other Soft Goods                                    79,059            87,058
                                                 -------------    --------------
    Total net sales                              $     516,853    $      553,547
                                                 =============    ==============

Segment earnings (loss):
    Women's Sportswear                           $      16,623    $       20,982
    Men's Sportswear                                     5,708            10,702
    Other Soft Goods                                     6,951            10,338
    General Corporate                                  (13,217)          (10,559)
                                                 -------------    --------------
    Total segments                                      16,065            31,463

Stock option expense                                     2,941                --
Amortization of intangible assets                        2,481             2,781
Impairment, restructuring and
    related non-recurring charges                        4,406                --
Interest expense, net                                    4,092             6,634
Other (income) and expense, net                         (1,165)             (175)
                                                 -------------    --------------
Earnings (loss) before income taxes              $       3,310    $       22,223
                                                 =============    ==============

Net assets at quarter-end:
    Women's Sportswear                           $     200,344    $      264,083
    Men's Sportswear                                   105,308           179,311
    Other Soft Goods                                    41,648            58,187
    General Corporate                                  281,321            99,289
                                                 -------------    --------------
    Continuing Operations                              628,621           600,870
    Discontinued Operations                            (12,083)          123,017
                                                 -------------    --------------
    Kellwood total                               $     616,538    $      723,887
                                                 =============    ==============
</TABLE>

NOTE 14. NEW ACCOUNTING STANDARDS. In November 2005, the FASB issued FSP No. FAS
123(R)-3,   Transition  Election  Related  to  Accounting  for  Tax  Effects  of
Share-Based   Payment  Awards.  This  FSP  provides  an  alternative  method  of
calculating  the  excess  tax  benefits  available  to absorb  tax  deficiencies
recognized  subsequent to the adoption of SFAS No.  123(R).  We have adopted FSP
No. 123(R)-3 in the first quarter of 2006 and  implemented the method  contained
in the original pronouncement.


                                       14

<PAGE>
<PAGE>

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

The  following  discussion  is  focused  on  significant  changes  in  financial
condition and results of operations in the condensed consolidated balance sheets
as of  April  29,  2006  and  April  30,  2005,  in the  condensed  consolidated
statements  of  earnings  for the three month  periods  ended April 29, 2006 and
April 30, 2005, and in the condensed  consolidated  statements of cash flows for
the three months ended April 29, 2006 and April 30, 2005. This discussion should
be read in conjunction with the audited  consolidated  financial  statements and
accompanying  notes included in our Annual Report to  Stockholders  on Form 10-K
for 2005 (the fiscal year ended January 28, 2006).

Our  internal  reporting  utilizes  net  earnings,  earnings per share and gross
profit  excluding  the  impairment,   restructuring  and  related  non-recurring
charges.  Such  items  excluding  the  impairment,   restructuring  and  related
non-recurring  charges are referred to as ongoing.  Management evaluates each of
its divisions  using these  ongoing  measures in order to isolate the results of
operations by excluding  these  charges,  which were  non-recurring.  Therefore,
throughout  management's  discussion  and  analysis of financial  condition  and
results of  operations,  there will be a discussion  of  operating  results both
including and excluding the impairment,  restructuring and related non-recurring
charges.  The ongoing  amounts that exclude the  impairment,  restructuring  and
related non-recurring charges are non-GAAP measures and may not be comparable to
measures used by other entities.

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

IMPAIRMENT, RESTRUCTURING AND RELATED NON-RECURRING CHARGES
-----------------------------------------------------------

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

The  results  of   operations   and   impairment,   restructuring   and  related
non-recurring  charges  for the  businesses  sold and shut down are  reported as
discontinued  operations.  The gains  and  losses  on  consummated  transactions
involving  the  sale  of  operations  are  included  as part  of net  loss  from
discontinued  operations  and  are  not  significant.  See  Note 3 to  Condensed
Consolidated  Financial  Statements  for further  information  on the  operating
results and financial position of the discontinued operations.

The total expected cost of the actions in connection with the 2005 Restructuring
Plan and the provision  recorded to date (the second quarter of 2005 through the
first quarter of 2006)  related to our  reportable  segments  (before tax) is as
follows:

<TABLE>
<CAPTION>
                                Continuing Operations        Discontinued Operations                 Total
                             ---------------------------   ---------------------------    ---------------------------
                                               Total                          Total                         Total
                                 Total        Provision        Total         Provision        Total        Provision
                               Expected       Recorded       Expected        Recorded       Expected       Recorded
                                 Cost          to Date         Cost           to Date         Cost          to Date
                              -----------   ------------    -----------     ----------     -----------   ------------
<S>                           <C>           <C>             <C>             <C>            <C>           <C>
Women's Sportswear            $    40,598   $     18,151    $    20,668     $   20,668     $    61,266   $     38,819
Men's Sportswear                       --             --         13,806         12,848          13,806         12,848
Other Soft Goods                    1,073            681         33,596         32,806          34,669         33,487
General Corporate                  40,953         35,940          4,306          4,306          45,259         40,246
                              -----------   ------------    -----------     ----------     -----------   ------------
   Total                      $    82,624   $     54,772    $    72,376     $   70,628     $   155,000   $    125,400
                              ===========   ============    ===========     ==========     ===========   ============
</TABLE>


                                       15

<PAGE>
<PAGE>

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

In the first quarter of 2006, the costs related to the 2005  Restructuring  Plan
were recorded as follows:

<TABLE>
<CAPTION>
                                                         Three months ended April 29, 2006
                                            -----------------------------------------------------------
                                               Continuing         Discontinued
                                               Operations           Operations               Total
                                            ----------------     ------------------     ---------------
<S>                                         <C>                  <C>                    <C>
Net sales                                   $             --     $           (1,168)    $        (1,168)
Cost of products sold                                     --                   (457)               (457)
Restructuring and other
   non-recurring charges                               4,406                    305               4,711
                                            ----------------     ------------------     ---------------
Total pretax cost                           $          4,406     $           (1,320)    $         3,086
                                            ================     ==================     ===============
Total after tax cost                        $          2,860     $             (823)    $         2,037
                                            ================     ==================     ===============
Diluted loss per share                      $           0.11     $            (0.03)    $          0.08
                                            ================     ==================     ===============
</TABLE>

A rollforward of the major components of this non-recurring  charge from January
28, 2006 to April 29, 2006 recorded in continuing operations is as follows:

<TABLE>
<CAPTION>
                                      Accrual as of                                                     Accrual as of
                                       January 28,                                                         April 29,
                                          2006         Provision        Reversals       Utilization          2006
                                      -------------  -------------   ---------------   --------------   -------------
<S>                                   <C>            <C>             <C>               <C>              <C>
Inventory and Purchase
    Commitment Reserves               $       2,710  $          --   $            --   $         (856)  $       1,854
Sales Allowances                                 50             --                --               --              50
Contractual Obligations                       3,550          3,271                --           (4,638)          2,183
Employee Severance and
    Termination Benefits                        520          1,135                --             (105)          1,550
                                      -------------  -------------   ---------------   --------------   -------------
Total                                 $       6,830  $       4,406   $            --   $       (5,599)  $       5,637
                                      =============  =============   ===============   ==============   =============
</TABLE>

A rollforward of the major components of this non-recurring  charge from January
28, 2006 to April 29, 2006 recorded in discontinued operations is as follows:

<TABLE>
<CAPTION>
                                      Accrual as of                                                     Accrual as of
                                        January 28,                                                        April 29,
                                           2006         Provision        Reversals       Utilization          2006
                                      -------------  -------------   ---------------   --------------   -------------
<S>                                   <C>            <C>             <C>               <C>              <C>
Inventory and Purchase
    Commitment Reserves               $       1,273  $          --   $          (457)  $         (617)  $         199
Sales Allowances                              2,266             --            (1,168)              --           1,098
Contractual Obligations                      10,307            598                --           (2,283)          8,622
Employee Severance and
    Termination Benefits                      9,783             --              (293)          (3,382)          6,108
                                      -------------  -------------   ---------------   --------------   -------------
Total                                 $      23,629  $         598   $        (1,918)  $       (6,282)  $      16,027
                                      =============  =============   ===============   ==============   =============
</TABLE>

Inventory  and  Purchase   Commitment  Reserves  include  provisions  to  reduce
inventory and purchase  commitments to net realizable  values.  Sales Allowances
include  provisions for anticipated  increased  deductions taken by customers on
previous  sales  for  discontinued  operations,   as  a  direct  result  of  the
discontinuance   plans.   Contractual   Obligations   are  adverse   contractual
arrangements  under which losses are probable and estimatable and where there is
no future  economic  benefit.  These include  leases and minimum  payments under
license agreements. Employee Severance and Termination Benefits are provided for
in accordance  with SFAS No. 146,  Accounting for Costs  Associated with Exit or
Disposal  Activities.  Total employee severance and termination benefits will be
recorded as incurred and relates to approximately 1,500 employees.

The change in estimate related to the reversals of amounts  originally  provided
for  non-recurring  inventory  and  purchase  commitment  reserves  as  part  of
discontinued  operations  resulted  primarily from much better than  anticipated
sales to existing  customers without  significant  order  cancellations or price
concessions.


                                       16

<PAGE>
<PAGE>

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

DISCONTINUED OPERATIONS
-----------------------

Related to our 2005  Restructuring  Plan,  as  discussed  in Note 2 to Condensed
Consolidated  Financial  Statements,  our Private Label Menswear (which does not
include our Smart Shirts subsidiary) and several labels at our Oakland Operation
were discontinued during the fourth quarter of 2005. During the third quarter of
2005,  our  Intimate  Apparel  and  Kellwood  New  England   operations   became
discontinued.  Prior to being classified as  discontinued,  Kellwood New England
and the labels at the Oakland Operation were included in the Women's  Sportswear
segment,  the  Private  Label  Menswear  operations  were  included in the Men's
Sportswear  segment,  and Intimate  Apparel was included in the Other Soft Goods
segment.

The  results  of   operations   and   impairment,   restructuring   and  related
non-recurring charges for the discontinued operations (as discussed in Note 2 to
Condensed  Consolidated  Financial  Statements)  are  reported  as  discontinued
operations for all periods  presented.  Additionally,  assets and liabilities of
the  discontinued  operations  are  segregated  in  the  accompanying  Condensed
Consolidated Balance Sheet.

Operating  results  for  the  discontinued  operations,  including  all  charges
incurred during the periods presented for the 2005 Restructuring Plan related to
these  divisions  as described  in Note 2 to  Condensed  Consolidated  Financial
Statements, are as follows:

<TABLE>
<CAPTION>
                                                          Three months ended
                                                      -------------------------
                                                      April 29,       April 30,
                                                         2006            2005
                                                      ---------       ---------
<S>                                                   <C>             <C>
Net sales                                             $   1,935       $  85,832
                                                      =========       =========
Impairment, restructuring and related
     non-recurring charges                            $     305       $      --
                                                      =========       =========
Earnings (loss) before income taxes                       1,053          (4,842)
Income taxes                                             (5,907)         (1,550)
                                                      ---------       ---------
Net earnings (loss)                                   $   6,960       $  (3,292)
                                                      =========       =========
Diluted earnings (loss) per share                     $    0.27       $   (0.12)
                                                      =========       =========
</TABLE>

Net sales for the three  months  ended April 29, 2006  primarily  represent  the
reversal of accrued  discounts,  returns  and  allowances  determined  not to be
necessary.

Income  taxes for the  three  months  ended  April 29,  2006  includes  a $6,300
reversal  of  allowances  for  tax  exposures  (related  to a 2003  discontinued
operation) no longer deemed necessary due to finalization of an open tax year.

Summarized assets and liabilities of the discontinued operations are as follows:

<TABLE>
<CAPTION>
                                                    April 29,      April 30,     January 28,
                                                       2006           2005          2006
                                                    ---------      ---------     -----------
<S>                                                 <C>            <C>            <C>
Cash                                                $     219      $     615      $     241
Receivables, net                                           53         53,352         27,032
Inventories                                                --         59,911          2,113
Current deferred taxes and prepaid expenses             4,284          6,057         33,289
                                                    ---------      ---------      ---------
Current assets of discontinued operations           $   4,556      $ 119,935      $  62,675
                                                    =========      =========      =========

Property, plant and equipment, net                  $      --      $   5,808      $      85
Intangible assets, net                                     --          9,941             --
Goodwill                                                   --          9,234             --
Prepaid taxes                                              --          1,590             --
Other assets                                            1,109            286            804
                                                    ---------      ---------      ---------
Long-term assets of discontinued operations         $   1,109      $  26,859      $     889
                                                    =========      =========      =========

Accounts payable                                    $   2,142      $  18,084      $   7,779
Accrued liabilities                                    15,606          5,693         23,109
                                                    ---------      ---------      ---------
Current liabilities of discontinued operations      $  17,748      $  23,777      $  30,888
                                                    =========      =========      =========
</TABLE>


                                       17

<PAGE>
<PAGE>

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

The accrued  liabilities  represent  charges taken in  connection  with the 2005
Restructuring Plan that have not yet been paid.

RECONCILIATION OF OPERATING RESULTS - CONTINUING OPERATIONS

The following table provides operating results for continuing operations for the
three month periods ended April 29, 2006 and April 30, 2005.  The table provides
non-GAAP  operating  results for the three month period ended April 29, 2006 for
ongoing  operations  and  impairment,  restructuring  and related  non-recurring
charges separately, which reconciles to our consolidated results as presented in
the  condensed  consolidated  financial  statements.  The  non-GAAP  results  of
operations for the ongoing operations are presented  separately from impairment,
restructuring  and related  non-recurring  charges to enhance the user's overall
understanding  of our current  financial  performance.  We believe the  non-GAAP
adjusted  operating  results  provide useful  information to both management and
investors by excluding non-recurring expenses that we believe are not indicative
of our core operating  results.  Operating results for ongoing operations is the
primary measure used by management to evaluate our  performance,  as well as the
performance of our divisions and segments.  The non-GAAP  financial  information
should  be  considered  in  addition  to,  not as a  substitute  for or as being
superior  to,  operating  income,  cash  flows or other  measures  of  financial
performance  prepared in accordance  with GAAP.  The  operating  results for the
three month period ended April 30, 2005 do not include impairment, restructuring
and related non-recurring charges. The following  reconciliation and analysis is
for continuing operations only.

<TABLE>
<CAPTION>
                                             Three months ended April 29, 2006
                                      -------------------------------------------------
                                                        Impairment,
                                                     restructuring and                        Three months
                                         Total         related non-                              ended
                                      Continuing     recurring charges        Ongoing        April 30, 2005
                                      -----------    -----------------      -----------      ---------------
<S>                                   <C>                <C>                <C>                <C>
Net sales                             $   516,853        $        --        $   516,853        $   553,547
Cost of products sold                     411,573                 --            411,573            430,213
SG&A                                       89,215                 --             89,215             91,871
Stock option expense                        2,941                 --              2,941                 --
Amortization of intangibles                 2,481                 --              2,481              2,781
Impairment, restructuring and
   related non-recurring charges            4,406              4,406                 --                 --
Interest expense, net                       4,092                 --              4,092              6,634
Other (income) and expense, net            (1,165)                --             (1,165)              (175)
                                      -----------        -----------        -----------        -----------
Earnings (loss) before taxes                3,310             (4,406)             7,716             22,223
Income taxes                                1,077             (1,546)             2,623              7,112
                                      -----------        -----------        -----------        -----------
Net earnings (loss)                   $     2,233        $    (2,860)       $     5,093             15,111
                                      ===========        ===========        ===========        ===========
Effective tax rate                           32.9%              35.1%              34.0%              32.0%
</TABLE>


                                       18

<PAGE>
<PAGE>

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

CONTINUING  OPERATIONS  -  ONGOING  OPERATIONS:  The  following  table  provides
summarized  financial  data for the three month periods ended April 29, 2006 and
April 30, 2005 (percentages are calculated based on actual data, and columns may
not add due to rounding).  The table provides non-GAAP summarized financial data
for the three months ended April 29, 2006 for ongoing  operations.  These tables
present the same  information  for the ongoing  operations  as  presented in the
Reconciliation of Operating Results - Continuing  Operations shown earlier.  The
non-GAAP  financial  information  should be  considered in addition to, not as a
substitute for or as being superior to,  operating  income,  cash flows or other
measures of financial performance prepared in accordance with GAAP.

<TABLE>
<CAPTION>
                                                      Amounts                                    Percentage of net sales
                                     -------------------------------------------        ------------------------------------------
                                     April 29,        April 30,         Percent         April 29,        April 30,        % Point
                                       2006              2005            Change            2006             2005           Change
                                     ---------        ---------        ---------        ---------        ---------       ---------
<S>                                  <C>              <C>                  <C>          <C>              <C>                  <C>
Net sales                            $ 516,853        $ 553,547             (6.6%)          100.0%           100.0%            0.0%
Cost of products sold                  411,573          430,213             (4.3%)           79.6%            77.7%            1.9%
                                     ---------        ---------        ---------        ---------        ---------       ---------
Gross profit                           105,280          123,334            (14.6%)           20.4%            22.3%           (1.9%)
SG&A                                    89,215           91,871             (2.9%)           17.3%            16.6%            0.7%
                                     ---------        ---------        ---------        ---------        ---------       ---------
Operating earnings before
    stock option expense
    and amortization(1)                 16,065           31,463            (48.9%)            3.1%             5.7%           (2.6%)
Stock option expense                     2,941               --            100.0%             0.6%             0.0%            0.6%
Amortization of intangibles              2,481            2,781            (10.8%)            0.5%             0.5%            0.0%
                                     ---------        ---------        ---------        ---------        ---------       ---------
Operating earnings                      10,643           28,682            (62.9%)            2.1%             5.2%           (3.1%)
Interest expense, net                    4,092            6,634            (38.3%)            0.8%             1.2%           (0.4%)
Other (income) and expense, net         (1,165)            (175)              NM             (0.2%)            0.0%           (0.2%)
                                     ---------        ---------        ---------        ---------        ---------       ---------
Earnings before taxes                    7,716           22,223            (65.3%)            1.5%             4.0%           (2.5%)
Income taxes                             2,623            7,112            (63.1%)            0.5%             1.3%           (0.8%)
                                     ---------        ---------        ---------        ---------        ---------       ---------
Net earnings                         $   5,093        $  15,111            (66.3%)            1.0%             2.7%           (1.7%)
                                     =========        =========        =========        =========        =========       =========
Effective tax rate                        34.0%           32.0%
</TABLE>

NM - Not meaningful

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

SEASONALITY.  Kellwood's businesses are seasonal and are impacted by the general
seasonal trends  characteristic of the apparel  industry.  We generally sell our
products prior to the principal retail selling seasons: spring, summer, fall and
holiday.  As the timing of shipment of products may vary from year to year,  the
result for any particular  quarter may not be indicative of results for the full
year.

SALES for  ongoing  operations  for the  first  quarter  of 2006 were  $516,853,
decreasing  $36,694 or 6.6%  versus the first  quarter of 2005.  The  decline in
sales  for the  first  quarter  of 2006 was due to a  decrease  in sales for our
legacy branded  women's  sportswear  business and the other soft goods business.
These  decreases were partially  offset by growth in our Women's  Sportswear and
program  business,  and growth in our Smart Shirts division across a broad range
of products.


                                       19

<PAGE>
<PAGE>

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

GROSS PROFIT for ongoing  operations  for the first quarter of 2006 was $105,280
or 20.4% of sales,  decreasing  $18,054 versus the first quarter of 2005, due to
the drop in sales. The decline in our gross margin rate of 1.9 percentage points
for the three  months  ended  April 29, 2006  resulted  from  competitive  price
pressure and actions  taken to move seasonal  inventory,  primarily in the Men's
Sportswear and Other Soft Goods segments.

SG&A EXPENSE for ongoing operations remained relatively  consistent in the first
quarter of 2006  compared  to the first  quarter of 2005,  decreasing  $2,656 or
2.9%.  The  decrease  in SG&A  expense  was  due to  various  expense  reduction
initiatives.  SG&A  expense as a percentage  of sales  increased to 17.3% in the
first  quarter  of 2006  from  16.6%  in the  first  quarter  of 2005 due to the
decrease in sales.

INTEREST  EXPENSE,  NET for  ongoing  operations  for the first  quarter of 2006
decreased $2,542 or 38.3% versus the first quarter of 2005 due to an increase in
interest  income  resulting  from the  increase  in cash and  higher  short term
investment interest rates.

INCOME TAXES. Our effective tax rate on pretax earnings from ongoing  operations
was 34.0% for the three months  ended April 29,  2006,  as compared to 32.0% for
the three  months  ended  April  30,  2005.  These  rates  differ  from the U.S.
statutory rate of 35.0% due to the lower tax rate on foreign  earnings that will
be permanently invested offshore.

SHARE-BASED COMPENSATION
------------------------

On January 29, 2006, we adopted SFAS No. 123(R),  Share-Based Payment, requiring
the recognition of compensation expense in the Condensed  Consolidated Statement
of Earnings related to the fair value of our employee share-based options.  SFAS
No. 123(R) revises SFAS No. 123,  Accounting for Stock-Based  Compensation,  and
supercedes  Accounting  Principles  Board (APB) Opinion No. 25,  Accounting  for
Stock  Issued to  Employees.  See Note 10 to  Condensed  Consolidated  Financial
Statements for additional discussion.

We will  recognize  the cost of all employee  stock  options on a  straight-line
attribution over their respective vesting periods, net of estimated forfeitures.
We have selected the modified  prospective  method of  transition;  accordingly,
prior periods have not been restated.  We have not modified any unvested awards.
Prior to adopting  SFAS No.  123(R),  we applied APB Opinion No. 25, and related
Interpretations  in  accounting  for our  stock-based  compensation  plans.  All
employee  stock  options were  granted at or above the grant date market  price.
Accordingly,  no compensation  cost was recognized for fixed stock option grants
in prior  periods.  In the first  quarter of 2006,  we expensed  $2,941 of stock
options;  we expect  $1,403 to be  expensed  during  the second  through  fourth
quarters of 2006 and $1,301 of stock option expense in fiscal year 2007.


                                       20

<PAGE>
<PAGE>

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

DISCONTINUED  OPERATIONS:  The following  table  provides  summarized  operating
results for the three month periods ended April 29, 2006 and April 30, 2005, for
the discontinued operations.

<TABLE>
<CAPTION>
                                                                     Amounts
                                                   -------------------------------------------
                                                   April 29,        April 30,         Percent
                                                     2006             2005             Change
                                                   ---------        ---------        ---------
<S>                                                <C>              <C>                  <C>
Net sales                                          $   1,935        $  85,832            (97.7%)
Cost of products sold                                     --           76,000           (100.0%)
                                                   ---------        ---------        ---------
Gross profit                                           1,935            9,832            (80.3%)
SG&A                                                     589           14,257            (95.9%)
                                                   ---------        ---------        ---------
Operating earnings (loss) before amortization
    and impairment, restructuring and related
    non-recurring charges (1)                          1,346           (4,425)              NM
Amortization of intangibles                               --              420           (100.0%)
Impairment, restructuring and related
    non-recurring charges                                305               --            100.0%
                                                   ---------        ---------        ---------
Operating earnings (loss)                              1,041           (4,845)              NM
Other (income) and expense, net                          (12)              (3)              NM
                                                   ---------        ---------        ---------
Earnings (loss) before taxes                           1,053           (4,842)              NM
Income taxes                                          (5,907)          (1,550)              NM
                                                   ---------        ---------        ---------
Net earnings (loss)                                $   6,960        $  (3,292)              NM
                                                   =========        =========        =========
Effective tax rate                                     561.1%            32.0%
</TABLE>

NM - Not meaningful

(1) Operating earnings (loss) before amortization and impairment,  restructuring
and  related  non-recurring  charges is a non-GAAP  measure  that  differs  from
operating  earnings  (loss) in that it excludes  amortization of intangibles and
impairment,  restructuring and related non-recurring charges. Operating earnings
(loss)  before   amortization   and   impairment,   restructuring   and  related
non-recurring  charges  should not be considered as an  alternative to operating
earnings (loss).  Operating earnings (loss) before  amortization and impairment,
restructuring and related  non-recurring  charges is the primary measure used by
management  to  evaluate  our  performance,  as well as the  performance  of our
divisions and segments. Management believes the comparison of operating earnings
(loss)  before   amortization   and   impairment,   restructuring   and  related
non-recurring  charges  between  periods is useful in showing the interaction of
changes in gross  profit  and SG&A  without  inclusion  of the  amortization  of
intangibles and impairment, restructuring and related non-recurring charges, the
changes in which are  explained  elsewhere.  The subtotal of operating  earnings
(loss)  before   amortization   and   impairment,   restructuring   and  related
non-recurring charges may not be comparable to any similarly titled measure used
by another company.

The discontinued  businesses  ceased normal operations in 2005. The sales amount
for the first  quarter of 2006  primarily  represents  the  reversal of accounts
receivable  allowances  determined not to be necessary.  SG&A expense represents
expenses for final asset liquidation activities.

Income  taxes for the  three  months  ended  April 29,  2006  includes  a $6,300
reversal  of  allowances  for  tax  exposures  (related  to a 2003  discontinued
operation) no longer deemed necessary due to finalization of an open tax year.

Our effective tax rates on  discontinued  operations,  excluding the reversal of
tax reserves  (see Note 3 to Condensed  Consolidated  Financial  Statements  for
further information related to the reversal of tax reserves),  was 37.3% for the
three months ended April 29, 2006.


                                       21

<PAGE>
<PAGE>

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

SEGMENT RESULTS
---------------

We and our subsidiaries are principally  engaged in the apparel and related soft
goods  industry.  Our divisions  are  aggregated  into the following  reportable
segments:

      o     Women's Sportswear,

      o     Men's Sportswear,

      o     Other Soft Goods, and

      o     General Corporate.

Segment  sales and  earnings for the three months ended April 29, 2006 and April
30,  2005 do not include  impairment,  restructuring  and related  non-recurring
charges,  therefore  ongoing and continuing  operations are the same.  Sales and
segment earnings for continuing  operations by segment for these periods were as
follows:

<TABLE>
<CAPTION>
                                 Three months ended
                        ---------------------------------------
                        April 29,      April 30,       Percent
Net sales                  2006           2005          Change
---------               ---------      ---------      ---------
<S>                     <C>            <C>                 <C>
Women's Sportswear      $ 304,428      $ 337,503           (9.8%)
Men's Sportswear          133,366        128,986            3.4%
Other Soft Goods           79,059         87,058           (9.2%)
                        ---------      ---------      ---------
Total net sales         $ 516,853      $ 553,547           (6.6%)
                        =========      =========      =========

<CAPTION>

                              Three months ended - amounts                    Three months ended - percentages
                        ------------------------------------------      -------------------------------------------
                        April 29,       April 30,        Percent         April 29,       April 30,        % Point
Segment earnings          2006            2005            Change           2006            2005           Change
------------------      ---------       ---------       ---------        ---------       ---------       ---------
<S>                     <C>             <C>                 <C>                <C>             <C>            <C>
Women's Sportswear      $  16,623       $  20,982           (20.8%)            5.5%            6.2%           (0.7%)
Men's Sportswear            5,708          10,702           (46.7%)            4.3%            8.3%           (4.0%)
Other Soft Goods            6,951          10,338           (32.8%)            8.8%           11.9%           (3.1%)
General Corporate         (13,217)        (10,559)           25.2%              NM              NM              NM
                        ---------       ---------       ---------        ---------       ---------       ---------
Segment earnings        $  16,065       $  31,463           (48.9%)            3.1%            5.7%           (2.6%)
                        =========       =========       =========        =========       =========       =========
</TABLE>

NM - Not meaningful

WOMEN'S  SPORTSWEAR.  Sales for ongoing operations for the first quarter of 2006
were $304,428,  decreasing $33,075 or 9.8% versus the first quarter of 2005. The
decrease  in sales is due to  reduced  orders  for  some of our  legacy  brands,
partially offset by growth from our program business.

Segment  earnings  for  ongoing  operations  for the first  quarter of 2006 were
$16,623,  down  $4,359  from the first  quarter of 2005,  due to the  decline in
segment  sales  and  lower  gross  margins  due to  competitive  price  pressure
resulting from efforts to move seasonal inventory.

MEN'S  SPORTSWEAR.  Sales for ongoing  operations  for the first quarter of 2006
were $133,366, increasing $4,380 or 3.4% versus the first quarter of 2005 due to
increased sales for Smart Shirts across a broad range of products.

Segment  earnings  for  ongoing  operations  for the first  quarter of 2006 were
$5,708, down $4,994 from the first quarter of 2005. The decrease in earnings was
primarily due to lower gross margins, resulting from competitive price pressure.

OTHER SOFT GOODS.  Sales for ongoing  operations  for the first  quarter of 2006
were $79,059,  decreasing  $7,999 or 9.2% versus the first quarter of 2005.  The
decrease was  primarily due to sales shifts from the first quarter to the second
quarter of 2006.


                                       22

<PAGE>
<PAGE>

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

Segment  earnings  for  ongoing  operations  for the first  quarter of 2006 were
$6,951, decreasing $3,387 versus the first quarter of 2005. The segment earnings
for ongoing operations decreased slightly despite the increase in sales due to a
decrease in gross  margin  (21.2% and 23.4% for the three months ended April 29,
2006 and April 30, 2005, respectively) related to competitive price pressure and
rising raw material prices.

GENERAL CORPORATE expense for the first quarter of 2006 was $13,218,  increasing
$2,659  versus  the first  quarter  of 2005,  primarily  due to an  increase  in
compensation expense.

FINANCIAL CONDITION
-------------------

Cash flow from operations continues to be our primary source of funds to finance
operating needs,  capital  expenditures,  debt service and acquisitions.  We use
financial leverage to minimize the overall cost of capital and maintain adequate
operating and financial  flexibility.  Management  monitors leverage through our
debt-to-capital  ratio  (defined as total debt  divided by the sum of total debt
and total  stockholders'  equity,  or total capital).  As of April 29, 2006, our
debt-to-capital  ratio was 45.2%,  down 0.3  percentage  points from January 28,
2006 and up 5.8  percentage  points from April 30, 2005. The increase from April
30,  2005 was  primarily  due to the  activity  related to our share  repurchase
program (Stock Repurchase Program).

In July 2005, we announced the Stock Repurchase  Program of up to 10% or $75,000
of our stock.  During fiscal year 2005, we  repurchased  2,218,200  shares at an
average price of $24.99 per share, totaling $55,430. During the first quarter of
2006,  we  repurchased  173,600  shares at an average price of $28.83 per share,
totaling  $5,006.  Management  believes  that the current  cash will provide the
capital flexibility  necessary to fund the restructuring and the announced stock
repurchase program,  and to meet existing obligations and engage in acquisitions
supporting our business strategy.

NET CASH PROVIDED BY OPERATING  ACTIVITIES was $5,162 for the three months ended
April 29, 2006  compared to $31,119 for the three  months  ended April 30, 2005.
The $25,957 decrease in net cash provided by operating activities from the first
quarter of 2005 was due to the smaller year over year decrease in inventories in
the first quarter of 2006 as compared to the first quarter of 2005.

Working Capital

Working capital is significantly  influenced by sales patterns, which are highly
seasonal.  Inventories,   accounts  payable  and  accrued  expenses  are  highly
dependent upon sales levels and order lead times.  Receivable  levels are driven
by recent months' sales and customer  payment  experience.  The working  capital
fluctuations  from January 28, 2006 to April 29, 2006 are  primarily a result of
seasonality of our businesses.

-     Accounts  receivable  decreased  $4,083 to $317,826 at April 29, 2006 from
      $321,909 at April 30, 2005 primarily due to the drop in sales.  Days sales
      outstanding were 53 days as of April 29, 2006 compared to 55 days at April
      30, 2005.

-     Inventories  decreased $40,194 to $175,196 at April 29, 2006 from $215,390
      at April  30,  2005.  Days  supply  stands  at 53 days at April  29,  2006
      compared to 58 days at April 30, 2005.  The decrease in days supply is due
      to continued improvement in inventory management,  resulting from reducing
      cycle time and actions taken to move seasonal product.

-     Accounts  payable and accrued  expenses  increased  $15,714 to $235,968 at
      April 29, 2006 from $220,254 at April 30, 2005 primarily as a result of an
      increase in accrued income taxes and accounts  payable due to management's
      focus on extending payment terms.

NET CASH USED IN INVESTING  ACTIVITIES  decreased to $9,166 for the three months
ended April 29, 2006 from $11,791 for the three months ended April 30, 2005. The
$9,166 of cash used in investing activities for the three months ended April 29,
2006 was due primarily to the  additional  cash purchase  consideration  paid to
Briggs New York Corp. ($6,446) and capital expenditures of $3,412.

In the ordinary course of business,  we consider various  strategic  initiatives
including  acquisitions,   strategic  alliances  and  divestitures  of  existing
businesses.  Management  believes that the combined current cash, cash generated
from  operations  and  availability  under credit  facilities  will  continue to
provide the capital  flexibility  necessary to fund future  opportunities and to
meet existing obligations.


                                       23

<PAGE>
<PAGE>

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

NET CASH USED IN FINANCING  ACTIVITIES  increased to $4,054 for the three months
ended April 29, 2006 from $1,709 for the three months ended April 30, 2005.  The
$2,345 increase was primarily due to stock purchases under the Stock  Repurchase
Program in the first quarter of 2006.

On April 12, 2006, we executed a $400,000 five-year  secured,  syndicated credit
facility  (the  Senior  Credit  Facility)  and  terminated  our  prior  $400,000
five-year  unsecured,  syndicated  credit  facility  entered into on October 20,
2004. The Senior Credit Facility can be used to refinance existing indebtedness,
for letters of credit, for working capital needs and for other general corporate
purposes,  including  acquisitions.  Borrowings under the Senior Credit Facility
bear  interest  at a rate equal to LIBOR  plus a spread of 1.00% to 2.00%,  with
such  spreads  depending  upon  excess  liquidity,  as  defined  in  the  credit
agreement.  At April 29, 2006,  there were no borrowings  outstanding  under the
Senior Credit Facility.  Letters of credit  outstanding  under the Senior Credit
Facility were $17,374. See Note 7 to Condensed Consolidated Financial Statements
for further information.

On  December  21,  2005,  our Asian  operations  executed  a  $50,000  five-year
unsecured,  syndicated term and revolving  credit facility  agreement to support
its working capital needs (the Asian Credit Facility).  The revolving portion of
the Asian Credit Facility (the Asian Revolving  Credit  Facility) is $25,000 and
can be used for  borrowings  and/or  letters of credit.  The term portion of the
Asian Credit  Facility (the Asian Term Credit  Facility) is $25,000 and requires
semiannual payments of principal  beginning November 2006.  Borrowings under the
Asian Credit Facility bear interest at LIBOR plus a spread ranging from 1.10% to
1.35% with such spread  depending on our Asian  operations'  leverage  ratio. At
April 29, 2006,  there were $5,000 and $25,000 of borrowings  outstanding  under
the revolving and term portions of the Asian Credit Facility,  respectively.  In
addition, the terms of the Asian Credit Facility allow it to become secured when
the Senior Credit Facility becomes secured. See Note 7 to Condensed Consolidated
Financial Statements for further information.

In addition to the revolving  credit  facilities  discussed  above,  we maintain
uncommitted lines of credit, which totaled $39,020 at April 29, 2006. There were
$9,238 of  borrowings  outstanding  under these lines at April 29, 2006. We have
$9,408 in  outstanding  letters of credit used by our foreign  operations  under
these lines at April 29, 2006.

CASH AND CASH EQUIVALENTS  increased $146,139 to $424,767 at April 29, 2006 from
$278,628 at April 30, 2005.  This  increase was  primarily  due to positive cash
flow  from  operations  and  working  capital  freed  up as  part  of  the  2005
Restructuring  Plan,  partially  offset  by the  activity  related  to the Stock
Repurchase Program.


                                       24

<PAGE>
<PAGE>

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

CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE RESULTS
-----------------------------------------------------------------

This Quarterly  Report  contains  statements  which,  to the extent they are not
statements  of  historical   or  present   fact,   constitute   "forward-looking
statements"  within the meaning of the  Securities  Act of 1933,  the Securities
Exchange Act of 1934 and the Private  Securities  Litigation Reform Act of 1995.
These   forward-looking   statements   represent  our  expectations  or  beliefs
concerning  future events and are based on various  assumptions and subject to a
wide  variety  of  risks  and  uncertainties.   Although  we  believe  that  our
expectations  reflected in the  forward-looking  statements are  reasonable,  we
cannot and do not give any  assurance  that such  expectations  will prove to be
correct.

Our  forward-looking  statements  are  based  on  certain  assumptions,  and our
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 our  operations  and  cause  actual  results  to differ  materially  from our
expectations.  These factors should be read in conjunction with the risk factors
included in our Annual Report to  Stockholders on Form 10-K for 2005 (the fiscal
year ended January 28, 2006). These factors include but are not limited to:

o     intense competition in the apparel industry on many fronts,  including the
      following:

      -     establishing and maintaining favorable brand recognition,

      -     developing products that appeal to consumers,

      -     pricing products appropriately,

      -     obtaining access to and sufficient floor space in retail outlets;

o     failing to continually anticipate fashion trends and customer tastes;

o     uncertainties regarding consumer confidence and spending patterns;

o     concentration of our customers;

o     consolidation and change in the retail industry;

o     loss of key personnel;

o     impact of the extent of foreign sourcing and manufacturing, such as:

      -     uncertainty caused by the elimination of import quotas in China,

      -     political and economic  instability in countries  where our products
            are manufactured,

      -     imposition of regulations and quotas relating to imports,

      -     imposition of duties, taxes and other charges on imports,

      -     significant  fluctuation of the value of the dollar against  foreign
            currencies,

      -     restrictions on the transfer of funds to or from foreign countries,

      -     political instability, military conflict, or terrorism involving the
            United States,

      -     disease epidemics and health related concerns,

      -     reduced  manufacturing  flexibility  because of geographic  distance
            between us and our foreign manufacturers,

      -     violations by foreign contractors of labor and wage standards;

o     continued value of licensed brands;

o     ability  to  generate  sufficient  sales to  offset  the  minimum  royalty
      payments we must pay with respect to these products;

o     inability to protect our intellectual property rights;

o     fluctuations in the price, availability and quality of raw materials;

o     reliance on independent manufacturers; and

o     availability of suitable acquisition  candidates and integrating them into
      our existing business.


                                       25

<PAGE>
<PAGE>

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

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

Forward-looking  statements are not  guarantees,  as actual results could differ
materially from those  expressed or implied in  forward-looking  statements.  We
specifically  disclaim 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  our  website,   and  all  subsequent   written  and  oral
forward-looking  statements  attributable to us or persons acting on our behalf,
are expressly qualified in their entirety by this cautionary statement.

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

At April 29, 2006, our debt  portfolio was composed of 92% fixed-rate  debt. Our
strategy regarding  management of our exposure to interest rate fluctuations did
not change  significantly  during the  quarter.  Management  does not expect any
significant changes in our exposure to interest rate fluctuations or in how such
exposure is managed during 2006.

Based on quoted market prices obtained through  independent  pricing sources for
the same or similar types of borrowing  arrangements,  our long-term  debt has a
market  value of  approximately  $494,861,  which  compares to the book value of
$509,083.  Various financial  instruments that we issue are sensitive to changes
in interest  rates.  Market  interest  rate changes would result in increases or
decreases  in the  market  value of our  fixed-rate  debt.  With  respect to our
fixed-rate debt  outstanding at April 29, 2006, a 10% increase in interest rates
would have resulted in  approximately a $22,391  decrease in the market value of
our  fixed-rate  debt; a 10% decrease in interest  rates would have  resulted in
approximately a $24,236 increase in the market value of our fixed-rate debt.

In addition,  we do not believe that foreign  currency risk,  commodity price or
inflation  risk are expected to be material to our business or our  consolidated
financial position, results of operations or cash flows.

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

Disclosure Controls and Procedures

Our management, under the direction of our Chief Executive Officer and our Chief
Financial  Officer,  has evaluated the effectiveness of our disclosure  controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange  Act of 1934) as of April 29,  2006.  Based upon this  evaluation,  our
management,  including our Chief Executive Officer and Chief Financial  Officer,
concluded that our disclosure controls and procedures were effective as of April
29, 2006 to ensure that information required to be disclosed in the reports that
we file  or  submit  under  the  Securities  Exchange  Act of 1934 is  recorded,
processed,  summarized  and reported  within the time  periods  specified in the
Securities and Exchange  Commission's rules and forms, and that such information
is accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer,  as appropriate,  to allow timely decisions
regarding  financial  disclosures.

Changes in Internal Control over Financial Reporting

There were no changes in our internal  control over financial  reporting  during
the  first  quarter  of  fiscal  2006  that  have  materially  affected,  or are
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.


                                       26

<PAGE>
<PAGE>

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

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

In  July  2005,  we  announced  a stock  repurchase  program  (Stock  Repurchase
Program). The Board of Directors authorized us to repurchase, at our discretion,
up to ten percent of the  outstanding  shares of our common  stock  through open
market or privately negotiated transactions. The Board of Directors has approved
the investment of up to $75,000,000  for this purpose.  During fiscal year 2005,
we  repurchased  2,218,200  shares  at an  average  price of $24.99  per  share,
totaling  approximately  $55,430,070.  During  the  first  quarter  of 2006,  we
repurchased  173,600  shares at an average  price of $28.83 per share,  totaling
approximately  $5,005,669.  Payments made under the Stock Repurchase Program are
recorded in Treasury Stock on the Condensed  Consolidated  Balance Sheets.  This
program replaces the previous stock repurchase  program  authorized in September
2000.

<TABLE>
<CAPTION>
                                                                                                   Maximum Number
                                                                         Total Number of          (or Approximate
                                                     Average Price       Shares (or Units)     Dollar Value) of Shares
                                Total Number of         as Paid        Purchased as Part of   (or Units) that May Yet
                               Shares (or Units)       per Share        Publicly Announced       Be Purchased Under
         Fiscal Month              Purchased           (or Unit)         Plans or Programs      the Plans or Programs
---------------------------    -----------------   --------------     ----------------------  ------------------------
<S>                                      <C>       <C>                             <C>                        <C>
February (1/29/06 - 3/4/06)                   --   $           --                       --                    565,585
March (3/5/06 - 4/1/06)                  173,600            28.83                  173,600                    391,985
April (4/2/06 - 4/29/06)                      --               --                       --                    391,985
                               -----------------   --------------     --------------------     ----------------------
Total                                    173,600   $        28.83                  173,600                    391,985
                               =================   ==============     ====================     ======================
</TABLE>

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

At the June 1, 2006 Annual Meeting of  Shareowners,  the following  matters were
voted on by shareowners:

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

<TABLE>
<CAPTION>
      Directors                       Shares Voted For         Shares Withheld
      ---------                       ----------------         ---------------
<S>                                         <C>                      <C>
      Ben B. Blount, Jr.                    23,365,417                 137,589
      Janice E. Page                        21,184,290               2,318,716
      Robert C. Skinner, Jr.                23,099,236                 403,770
</TABLE>

      Other  directors  whose term of office  continued after the meeting are as
follows:

         Robert J. Baer
         Kitty G. Dickerson, Ph.D.
         Jerry M. Hunter
         Larry R. Katzen
         Harvey A. Weinberg

o     Shareowners approved to ratify the appointment of
      PricewaterhouseCoopers LLP as the Company's independent registered public
      accounting firm for fiscal year 2006.

<TABLE>
<CAPTION>
     Shares Voted For            Shares Against           Shares Abstaining
     ----------------            --------------           -----------------
<S>                                   <C>                         <C>
           21,187,748                 2,308,943                       6,315
</TABLE>


                                       27

<PAGE>
<PAGE>

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

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

4.8                    Loan and Security Agreement, dated April 12, 2006, by and
                       among Kellwood Company and its domestic subsidiaries from
                       time to time a party hereto,  the financial  institutions
                       party  thereto  and  Bank of  America,  N.A.,  as  agent,
                       incorporated  by  reference  to  Exhibit  4.8 of Form 8-K
                       filed April 17, 2006, SEC File No. 1-7340.

4.9                    US  $50,000,000   Term  and  Revolving   Credit  Facility
                       Agreement  dated  December 21,  2005,  by and among Smart
                       Shirts  Limited,  certain  guarantors  thereto,  Banc  of
                       America  Securities  Asia  Limited and The  Hong Kong and
                       Shanghai Banking  Corporation  Limited as lead arrangers,
                       the Financial thereto and Banc of America Securities Asia
                       Limited as facility  agent,  incorporated by reference to
                       Exhibit  4.9 of Form 8-K filed April 17,  2006,  SEC File
                       No. 1-7340.

10.26*                 Form of annual  compensation  term  sheet  for  Robert C.
                       Skinner,  Jr.,  including  the form of stock  grant award
                       under the Kellwood Corporate  Development Incentive Plan,
                       as restated,  incorporated herein by reference to Exhibit
                       99.1 of Form  8-K  filed  March  15,  2006,  SEC File No.
                       1-7340.

10.27*                 Form of annual  compensation  term  sheet for  Stephen L.
                       Ruzow,  including the form of stock grant award under the
                       Kellwood   Corporate   Development   Incentive  Plan,  as
                       restated, incorporated herein by reference to Exhibit
                       99.2 of Form 8-K filed March 15, 2006, SEC File
                       No. 1-7340.

10.28*                 Form of annual  compensation  term sheet for W. Lee Capps
                       III,  including  the form of stock  grant award under the
                       Kellwood   Corporate   Development   Incentive  Plan,  as
                       restated,  incorporated  herein by  reference  to Exhibit
                       99.3 of Form  8-K  filed  March  15,  2006,  SEC File No.
                       1-7340.

10.29*                 Form of annual  compensation  term  sheet  for  Thomas H.
                       Pollihan,  including  the form of stock grant award under
                       the Kellwood  Corporate  Development  Incentive  Plan, as
                       restated,  incorporated  herein by  reference  to Exhibit
                       99.4 of Form  8-K  filed  March  15,  2006,  SEC File No.
                       1-7340.

10.30*                 Form of annual  compensation term sheet for Hal J. Upbin,
                       including  the  form  of  stock  grant  award  under  the
                       Kellwood   Corporate   Development   Incentive  Plan,  as
                       restated,  incorporated  herein by  reference  to Exhibit
                       99.5 of Form  8-K  filed  March  15,  2006,  SEC File No.
                       1-7340.

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

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

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

*  Denotes management contract or compensatory plan.


                                       28

<PAGE>
<PAGE>

SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

KELLWOOD COMPANY

June 7, 2006                 /s/ W. Lee Capps III
                             ---------------------------------------------------
                             W. Lee Capps III
                             Chief Operating Officer and Chief Financial Officer
                             (Principal Financial Officer)


June 7, 2006                 /s/ Gregory W. Kleffner
                             ---------------------------------------------------
                             Gregory W. Kleffner
                             Senior Vice President Finance and Controller
                             (Principal Accounting Officer)