<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 May 5, 2007

                                      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 May 5, 2007:
25,858,896.



<PAGE>
<PAGE>


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

                                     INDEX
                                     -----

                                                                       Page No.
                                                                       --------

PART I. FINANCIAL INFORMATION

     Item 1.  Financial Statements:

              Condensed Consolidated Balance Sheets                        3

              Condensed Consolidated Statements of Operations              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             16

     Item 3.  Quantitative and Qualitative Disclosures about
                Market Risk                                               27

     Item 4.  Controls and Procedures                                     27


PART II. OTHER INFORMATION

     Item 2.  Unregistered Sales of Equity Securities and
                Use of Proceeds                                           28

     Item 4.  Submission of Matters to a Vote of Security Holders         28

     Item 6.  Exhibits                                                    29

     Signatures                                                           30

     Index to Exhibits
       Exhibit 31 (Certifications required under Section 302 of the
         Sarbanes-Oxley Act of 2002)
       Exhibit 32 (Certifications required under Section 906 of the
         Sarbanes-Oxley Act of 2002)



                                      2

<PAGE>
<PAGE>


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

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

<CAPTION>
                                                           February 3,      April 29,        May 5,
                                                              2007            2006            2007
                                                          ------------    ------------    ------------

<C>                                                       <C>             <C>             <C>
ASSETS
------
Current assets:
    Cash and cash equivalents                             $    341,072    $    402,598    $    374,074
    Receivables, net                                           302,533         305,581         283,230
    Inventories                                                244,386         189,030         218,631
    Current deferred taxes and prepaid expenses                 55,935          47,015          54,071
    Current assets of discontinued operations                   28,636          24,775          13,717
                                                          ------------    ------------    ------------
         Total current assets                                  972,562         968,999         943,723

Property, plant and equipment, net                              75,997          75,372          73,574
Intangible assets, net                                         202,704         157,546         199,482
Goodwill                                                       228,168         200,887         229,711
Other assets                                                    30,709          24,225          33,197
Long-term assets of discontinued operations                      4,436           5,896             548
                                                          ------------    ------------    ------------
Total assets                                              $  1,514,576    $  1,432,925    $  1,480,235
                                                          ============    ============    ============


LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
    Notes payable and current portion
      of long-term debt                                   $     19,556    $     17,016    $     19,556
    Accounts payable                                           172,576         153,124         151,094
    Accrued salaries and employee benefits                      37,061          29,827          30,495
    Other accrued expenses                                      78,643          45,087          49,780
    Current liabilities of discontinued operations              22,274          25,156          13,330
                                                          ------------    ------------    ------------
         Total current liabilities                             330,110         270,210         264,255

Long-term debt                                                 486,627         492,067         486,666
Deferred income taxes and other                                 62,366          54,110          91,916
Long-term liabilities of discontinued operations                   347               -               -
Stockholders' equity:
    Common stock                                               280,236         276,209         281,075
    Retained earnings                                          514,559         504,702         517,788
    Accumulated other comprehensive loss                        (8,259)         (8,559)         (8,420)
    Less treasury stock, at cost                              (151,410)       (155,814)       (153,045)
                                                          ------------    ------------    ------------
    Total stockholders' equity                                 635,126         616,538         637,398
                                                          ------------    ------------    ------------

Total liabilities and stockholders' equity                $  1,514,576    $  1,432,925    $  1,480,235
                                                          ============    ============    ============

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

                                      3

<PAGE>
<PAGE>

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

<CAPTION>
                                                               Three months ended
                                                          ----------------------------
                                                            April 29,        May 5,
                                                              2006            2007
                                                          ------------    ------------

<C>                                                       <C>             <C>
Net sales                                                 $    493,777    $    484,447
Cost of products sold                                          394,108         377,017
                                                          ------------    ------------
Gross profit                                                    99,669         107,430
Selling, general and administrative expenses                    85,388          91,280
Stock option expense                                             2,941             327
Amortization of intangible assets                                2,481           3,222
Restructuring and other non-recurring charges                    4,406               -
Interest expense, net                                            4,092           4,788
Other income, net                                               (1,154)           (322)
                                                          ------------    ------------
Earnings before income taxes                                     1,515           8,135

Income taxes                                                       438           2,197
                                                          ------------    ------------
Net earnings from continuing operations                          1,077           5,938

Net earnings from discontinued operations                        8,116           1,447
                                                          ------------    ------------
Net earnings                                              $      9,193    $      7,385
                                                          ============    ============

Weighted average shares outstanding:

    Basic                                                       25,623          25,949
                                                          ============    ============

    Diluted                                                     25,785          26,117
                                                          ============    ============

Earnings per share:
    Basic:
      Continuing operations                               $       0.04    $       0.23
      Discontinued operations                                     0.32            0.06
                                                          ------------    ------------
      Net earnings                                        $       0.36    $       0.28
                                                          ============    ============
    Diluted:
      Continuing operations                               $       0.04    $       0.23
      Discontinued operations                                     0.31            0.06
                                                          ------------    ------------
      Net earnings                                        $       0.36    $       0.28
                                                          ============    ============

Dividends paid per share                                  $       0.16    $       0.16
                                                          ============    ============


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

                                      4

<PAGE>
<PAGE>


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

<CAPTION>
                                                                                    Three months ended
                                                                               ----------------------------
                                                                                 April 29,        May 5,
                                                                                   2006            2007
                                                                               ------------    ------------

<C>                                                                            <C>             <C>
OPERATING ACTIVITIES:

Net earnings                                                                   $      9,193    $      7,385

Add/(deduct) items not affecting operating cash flows:
     Depreciation and amortization                                                    9,153          10,451
     Stock-based compensation expense                                                 2,941             327
     Gain on sale of business                                                             -            (535)
     Deferred income taxes and other                                                 (1,150)         (1,358)
     Incremental tax benefits from stock options exercised                             (169)            (20)
     Non-cash adjustments related to restructuring
       and other non-recurring charges                                                2,037               -

Changes in working capital components:
     Receivables, net                                                                 4,365          21,215
     Inventories                                                                     37,135          31,541
     Prepaid expenses                                                                  (465)          1,791
     Accounts payable and accrued expenses                                          (28,806)        (31,993)
     Payment of liabilities associated with the 2005 Restructuring Plan              (9,801)         (6,364)
     Current deferred and accrued income taxes                                      (10,218)          1,185
                                                                               ------------    ------------
Net cash provided by operating activities                                            14,215          33,625
                                                                               ------------    ------------

INVESTING ACTIVITIES:
Additions to property, plant and equipment                                           (3,412)         (4,804)
Acquisitions (including additional cash purchase consideration)                      (6,446)            141
Proceeds from sale of business                                                            -           9,847
Receipts for note receivable                                                            687             688
Dispositions of fixed assets                                                              5             898
                                                                               ------------    ------------
Net cash (used in) provided by investing activities                                  (9,166)          6,770
                                                                               ------------    ------------

FINANCING ACTIVITIES:
Borrowings of notes payable                                                          23,544          18,862
Payments of notes payable                                                           (22,871)        (18,862)
Decrease in bank overdraft                                                           (5,103)           (899)
Dividends paid                                                                       (4,101)         (4,153)
Stock purchases under Stock Repurchase Program                                       (5,006)         (3,825)
Stock transactions under incentive plans                                              4,211           1,464
Incremental tax benefits from stock options exercised                                   169              20
                                                                               ------------    ------------
Net cash used in financing activities                                                (9,157)         (7,393)
                                                                               ------------    ------------

NET CHANGE IN CASH AND CASH EQUIVALENTS                                              (4,108)         33,002

Cash and cash equivalents, beginning of period                                      406,706         341,072
                                                                               ------------    ------------
Cash and cash equivalents, end of period                                       $    402,598    $    374,074
                                                                               ============    ============


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

                                      5

<PAGE>
<PAGE>


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

NOTE 1. 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 2006 (the fiscal year
ended February 3, 2007). As used in this Report, unless the context requires
otherwise, "our," "us" and "we" refer 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. RESTRUCTURING AND OTHER NON-RECURRING CHARGES. During the second
quarter of 2005, we announced a Restructuring Plan (the 2005 Restructuring
Plan). We have substantially completed the business dispositions and shutdown
activities contemplated by the 2005 Restructuring Plan. For additional
information regarding the 2005 Restructuring Plan, refer to the footnote
accompanying the financial statements contained in the Annual Report to
Stockholders on Form 10-K for 2006.

For the three months ended April 29, 2006, the costs (income) related to the
2005 Restructuring Plan were recorded as follows:

<TABLE>
<CAPTION>
                                                    Three months ended April 29, 2006
                                            -------------------------------------------------
                                              Continuing       Discontinued
                                              Operations        Operations          Total
                                            -------------     -------------     -------------
<C>                                         <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>

There were no additional costs or income related to the 2005 Restructuring
Plan recorded during the three months ended May 5, 2007.

                                      6

<PAGE>
<PAGE>

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

A rollforward of the major components of this non-recurring charge from
February 3, 2007 to May 5, 2007 recorded in continuing operations is as
follows:

<TABLE>
<CAPTION>
                                      Accrual as of                                                     Accrual as of
                                       February 3,                                                         May 5,
                                           2007         Provision        Reversals       Utilization        2007
                                      -------------  -------------   ---------------   --------------   -------------
<C>                                   <C>            <C>             <C>               <C>              <C>
Contractual Obligations               $      23,174  $           -   $             -   $       (4,763)  $      18,411
Employee Severance and
    Termination Benefits                        834              -                 -             (496)            338
                                      -------------  -------------   ---------------   --------------   -------------
Total                                 $      24,008  $           -   $             -   $       (5,259)  $      18,749
                                      =============  =============   ===============   ==============   =============
</TABLE>

Contractual obligations will be settled through 2012 per agreements.

A rollforward of the major components of this non-recurring charge from
February 3, 2007 to May 5, 2007 recorded in discontinued operations is as
follows:

<TABLE>
<CAPTION>
                                      Accrual as of                                                     Accrual as of
                                       February 3,    Provision/                                            May 5,
                                          2007         (Income)         Reversals       Utilization         2007
                                      -------------  -------------   ---------------   --------------   -------------
<C>                                   <C>            <C>             <C>               <C>              <C>
Contractual Obligations               $       4,696  $           -   $             -   $         (973)  $       3,723
Employee Severance and
    Termination Benefits                      4,178              -                 -             (132)          4,046
                                      -------------  -------------   ---------------   --------------   -------------
Total                                 $       8,874  $           -   $             -   $       (1,105)  $       7,769
                                      =============  =============   ===============   ==============   =============
</TABLE>

Contractual obligations and employee severance and termination benefits will
be settled through 2009.

NOTE 3. DISCONTINUED OPERATIONS. During the third quarter of 2006, we
commenced reporting our New Campaign and IZOD women's sportswear as
discontinued operations. Reporting New Campaign as a discontinued operation
resulted from our agreement during the third quarter of 2006 to transfer the
business and sell business assets to the licensor. We closed on the sale in
the first quarter of 2007. We received $9.85 million and recognized a gain on
sale of approximately $535. Reporting our IZOD women's sportswear operation as
a discontinued operation resulted from our agreement during the third quarter
of 2006 to terminate the licensing arrangement. We expect to transition this
business in the second quarter of 2007 with no significant gain or loss. Prior
to being classified as a discontinued operation, the New Campaign and IZOD
operations were included in the Women's Sportswear segment.

The results of operations and restructuring and other 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 as
described in Note 2, are as follows:

<TABLE>
<CAPTION>
                                                  Three months ended
                                            -------------------------------
                                                April 29,        May 5,
                                                  2006            2007
                                            ---------------  --------------
<C>                                         <C>              <C>
Net sales                                   $        25,012  $       20,359
                                            ===============  ==============
Restructuring and other
  non-recurring charges                     $           305  $            -
                                            ===============  ==============
Earnings before income taxes                $         2,848  $        2,314
Income taxes                                         (5,268)            867
                                            ---------------  --------------
Net earnings                                $         8,116  $        1,447
                                            ===============  ==============
</TABLE>


                                      7

<PAGE>
<PAGE>

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

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>
                                                               February 3,       April 29,        May 5,
                                                                  2007             2006            2007
                                                             --------------  ---------------  --------------

<C>                                                          <C>             <C>              <C>
Cash and cash equivalents                                    $            5  $           224  $            3
Receivables, net                                                     12,898           12,297          10,021
Inventories                                                          12,248            7,727             980
Current deferred taxes and prepaid expenses                           3,485            4,527           2,713
                                                             --------------  ---------------  --------------
Current assets of discontinued operations                    $       28,636  $        24,775  $       13,717
                                                             ==============  ===============  ==============

Property, plant and equipment, net                           $        1,190  $         1,484  $           91
Goodwill                                                              2,995            2,995               -
Other assets                                                            251            1,417             457
                                                             --------------  ---------------  --------------
Long-term assets of discontinued operations                  $        4,436  $         5,896  $          548
                                                             ==============  ===============  ==============

Accounts payable                                             $        9,363  $         7,400  $        2,599
Accrued liabilities                                                  12,911           17,756          10,731
                                                             --------------  ---------------  --------------
Current liabilities of discontinued operations               $       22,274  $        25,156  $       13,330
                                                             ==============  ===============  ==============

Deferred income taxes and other                              $          347  $             -  $            -
                                                             --------------  ---------------  --------------
Long-term liabilities of discontinued operations             $          347  $             -  $            -
                                                             ==============  ===============  ==============
</TABLE>

The accrued liabilities reflect the discontinued operations classification of
New Campaign and IZOD and also include charges taken in connection with the
2005 Restructuring Plan that have not yet been paid and primarily relate to
contractual obligations and employee severance and termination benefits.

NOTE 4. INVENTORIES. Inventories of continuing operations consist of the
following:

<TABLE>
<CAPTION>
                                                           February 3,        April 29,           May 5,
                                                              2007               2006              2007
                                                          -------------     -------------     --------------
<C>                                                       <C>               <C>               <C>
Inventories:
      Finished goods                                      $     184,396     $     141,915     $      161,776
      Work in process                                            32,163            23,266             29,401
      Raw materials                                              27,827            23,849             27,454
                                                          -------------     -------------     --------------
      Total inventories                                   $     244,386     $     189,030     $      218,631
                                                          =============     =============     ==============
Net of obsolescence reserves of:                          $      26,500     $      21,721     $       25,900
                                                          =============     =============     ==============
</TABLE>

                                      8

<PAGE>
<PAGE>

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

NOTE 5. GOODWILL AND INTANGIBLE ASSETS. Changes in goodwill and intangible
assets of continuing operations since the beginning of 2007 are as follows:

<TABLE>
<CAPTION>
                                                            Goodwill         Intangibles
                                                          -------------     -------------
<C>                                                       <C>               <C>
Balance at February 3, 2007                               $     228,168     $     202,704
Changes:
   Adjustments to estimated contingent
     purchase price                                               1,684                 -
   Purchase price allocation adjustments                           (141)                -
Amortization expense                                                  -            (3,222)
                                                          -------------     -------------
Balance at May 5, 2007                                    $     229,711     $     199,482
                                                          =============     =============
</TABLE>

We acquired Phat Fashions, LLC and Phat Licensing, LLC (together referred to
as Phat) in 2004, CRL Group, LLC, owner of Vince(R) brand and trademark
(Vince) in 2006 and HOLLYWOULD, Inc., owner of the HOLLYWOULD(R) brand and
trademark (HOLLYWOULD) in 2006. In connection with the acquisitions of Phat,
Vince and HOLLYWOULD, additional cash purchase consideration will be due if
the acquired entity achieves certain specified financial performance targets
in the years immediately following the acquisition. In the first quarter of
2007, we recognized increased additional consideration for Phat for 2006 of
$1,684. Total additional Phat consideration for 2006 was $5,069, which will be
paid out in the second quarter of 2007. Additional cash purchase consideration
for Phat, if earned, will be paid out through 2010 and would be accounted for
as additional goodwill. The Vince and HOLLYWOULD additional cash purchase
consideration, if earned, will be paid out through 2011 and would be accounted
for as additional goodwill.

The components of our intangible assets have not changed in the quarter ended
May 5, 2007. Amortization expense for the years 2007 to 2010 is expected to be
approximately $13,000 per year.

Under SFAS No. 142, Goodwill and Other Intangible Assets, goodwill and other
indefinite-lived intangible assets are no longer amortized but are reviewed
for impairment at least annually or if a triggering event were to occur in an
interim period. No triggering events have occurred in 2007. We will complete
our annual goodwill and intangible assets impairment assessment in the fourth
quarter of 2007. It is possible that our estimates of future operating results
for certain of our divisions could change adversely and impact the evaluation
of the recoverability of the carrying value of goodwill and intangible assets
and that the effect of such changes on our Condensed Consolidated Financial
Statements could be material. While we believe that the current recorded
carrying value of our goodwill and intangible assets is not impaired, there
can be no assurance that a significant non-cash write-down or write-off will
not be required in the future.

NOTE 6. NOTES PAYABLE AND LONG-TERM DEBT. At May 5, 2007, there were $14,000
and $22,222 of borrowings outstanding under the revolving and term portions of
the Asian Credit Facility, respectively. The Asian Credit Facility is a
$50,000 five-year unsecured, syndicated term and revolving credit facility
agreement to support the working capital needs of our Asian operations. At May
5, 2007, we were in compliance with the covenants of the Asian Credit
Facility.

At May 5, 2007, there were no borrowings outstanding under our Senior Credit
Facility (a $400,000 five-year secured, syndicated credit facility), and we
were in compliance with all covenants. Letters of credit outstanding under the
Senior Credit Facility were $26,030 at May 5, 2007.

In addition to the revolving credit facilities discussed above, we maintain
uncommitted lines of credit, which totaled $35,718 at May 5, 2007. There were
no borrowings outstanding under these lines at May 5, 2007. We have $6,235 in
outstanding letters of credit used by our foreign operations under these lines
at May 5, 2007.


                                      9

<PAGE>
<PAGE>

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

NOTE 7. 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 fiscal year 2006, we repurchased 173,600 shares at an average price of
$28.83 per share, totaling $5,006. During the first quarter of 2007, we
repurchased 137,100 shares at an average price of $27.90 per share, totaling
$3,825. Payments made under the Stock Repurchase Program are recorded in
Treasury Stock on the Condensed Consolidated Balance Sheets.

NOTE 8. 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,        May 5,
                                                       2006            2007
                                                   ------------    ------------

<C>                                                <C>             <C>
Net earnings                                       $      9,193    $      7,385

Other comprehensive income:
   Currency translation adjustment                          222            (187)
   Unrecognized gain (loss) on derivatives                 (147)             26
                                                   ------------    ------------
   Total comprehensive income                      $      9,268    $      7,224
                                                   ============    ============
</TABLE>

NOTE 9. 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 Operations 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 supersedes Accounting
Principles Board (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.


                                      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 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 recognize the cost of all employee stock options on a straight-line
attribution basis over their respective vesting periods. Total stock option
expense recorded in the first quarter of 2006 and 2007 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 our common stock. We awarded 49,734 shares of restricted stock in the
quarter ended May 5, 2007. There were no shares of restricted stock awarded in
the first quarter of 2006.

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.

A summary of stock options outstanding as of February 3, 2007 and the plans'
activity during the three months ended May 5, 2007 is presented below:

<TABLE>
<CAPTION>
                                                                                Weighted Average
                                                                                    Remaining            Aggregate
                                                         Weighted Average          Contractual           Intrinsic
(Shares in thousands)                  Shares             Exercise Price          Term (Years)             Value
                                    ------------         ----------------       ----------------         ---------
<C>                                 <C>                  <C>                    <C>                      <C>
Outstanding at February 3, 2007            2,152         $          29.60
Granted                                        -                        -
Exercised                                    (57)                   25.57
Forfeited or expired                         (41)                   35.30
                                    ------------         ----------------       ----------------         ---------
Outstanding at May 5, 2007                 2,054         $          29.59                    5.4         $   4,160
                                    ------------         ----------------       ----------------         ---------


Exercisable at May 5, 2007                 1,826         $          29.83                    5.2         $   3,933
                                    ------------         ----------------       ----------------         ---------
</TABLE>

The total intrinsic value of options exercised during the three months ended
April 29, 2006 and May 5, 2007 were $1,430 and $310, respectively. The amount
of cash received from the exercise of stock options for the three months ended
April 29, 2006 and May 5, 2007 was $4,164 and $1,420.


                                      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 the activity for nonvested stock option awards as of May 5, 2007
and changes during the three months ended May 5, 2007 is presented below:

<TABLE>
<CAPTION>
                                                         Weighted Average
                                                            Grant Date
(Shares in thousands)                    Awards        Fair Value per Award
                                    ----------------   --------------------
<C>                                 <C>                <C>
Nonvested at February 3, 2007                    263   $               8.78
Granted                                            -                      -
Vested                                          (135)                  8.77
Cancelled                                        (15)                  9.30
                                    ----------------   --------------------

Nonvested at May 5, 2007                         113   $               8.79
                                    ----------------   --------------------
</TABLE>

For the three months ended May 5, 2007, we recorded $327 of stock option
expense and a related deferred tax asset of $108. As of May 5, 2007, there was
$1,046 of total unrecognized compensation cost related to nonvested
share-based compensation awards granted under the stock option plans, which
will all be expensed in fiscal year 2007.

NOTE 10. INCOME TAXES. Our effective tax rate on continuing operations for the
three months ended May 5, 2007 was 27.0%. This rate differs from the U.S.
statutory rate of 35.0% primarily due to the lower tax rate on foreign
earnings that will be permanently invested offshore and a statute expiration
of a foreign uncertain tax benefit. We believe our 2007 full year effective
tax rate will approximate 33%.

We adopted the provision of FASB Interpretation 48, Accounting for Uncertainty
in Income Taxes - an interpretation of FASB Statement No. 109 (FIN 48), on
February 4, 2007. As of this date, we had $38,235 of unrecognized tax
benefits, including $23,782 which would affect our effective tax rate if
recognized. As a result of the implementation of FIN 48, we reclassified
$30,683 of tax liabilities from current to non-current and $3,018 to deferred
tax assets which had previously been netted against current liabilities. No
adjustment was made to retained earnings in adopting FIN 48, and we do not
expect any significant increases or decreases to our unrecognized tax benefits
within 12 months of this reporting date.

We include accrued interest and penalties on underpayments of income taxes in
our income tax provision. As of February 4, 2007, we had accrued approximately
$5,266 of gross interest and penalties ($3,884 net of tax). Interest is
computed on the difference between the tax position recognized in accordance
with FIN 48 and the amount previously taken or expected to be taken in our tax
returns.

We are no longer subject to examination for U.S. federal income tax for 2003
and prior. With limited exceptions, we are no longer subject to state income
tax examinations for 2001 and prior. Foreign income tax returns are
principally no longer subject to examination for 2000 and prior.


                                      12

<PAGE>
<PAGE>

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

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

<TABLE>
<CAPTION>
                                                                           Three months ended
                                                                     -------------------------------
                                                                        April 29,         May 5,
                                                                          2006             2007
                                                                     --------------   --------------
<C>                                                                  <C>              <C>
Numerators:
   Net earnings from continuing operations                           $        1,077   $        5,938
   Net earnings from discontinued operations                                  8,116            1,447
                                                                     --------------   --------------
   Net earnings                                                      $        9,193   $        7,385
                                                                     ==============   ==============

Denominators (000's):
   Average shares outstanding - Basic                                        25,623           25,949
   Impact of stock options                                                      162              168
                                                                     --------------   --------------
   Average shares outstanding - Diluted                                      25,785           26,117
                                                                     ==============   ==============

Earnings per share:
   Basic:
    Continuing operations                                            $         0.04   $         0.23
    Discontinued operations                                                    0.32             0.06
                                                                     --------------   --------------
    Earnings per share                                               $         0.36   $         0.28
                                                                     ==============   ==============

   Diluted:
    Continuing operations                                            $         0.04   $         0.23
    Discontinued operations                                                    0.31             0.06
                                                                     --------------   --------------
    Earnings per share                                               $         0.36   $         0.28
                                                                     ==============   ==============
</TABLE>

The calculations of diluted earnings per share for the three months ended
April 29, 2006 and May 5, 2007 exclude the impact of the contingent
convertible debt and 1,166,900 and 946,399 of stock options, respectively,
because to include them would have been antidilutive.

NOTE 12. 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 2006 financial statements contained in our Annual
Report to Stockholders on Form 10-K for 2006 (the fiscal year ended February
3, 2007).

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.


                                      13

<PAGE>
<PAGE>

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

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,
shared distribution centers, and debt and cash balances, 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.

Sales, segment earnings (loss) and net assets for continuing operations by
segment for the three months ended April 29, 2006 and May 5, 2007 are as
follows:

<TABLE>
<CAPTION>
                                                       Three months ended
                                                 ------------------------------
                                                   April 29,          May 5,
                                                     2006              2007
                                                 -------------    -------------
<C>                                              <C>              <C>
Net sales:
    Women's Sportswear                           $     281,352    $     272,453
    Men's Sportswear                                   133,366          128,389
    Other Soft Goods                                    79,059           83,605
                                                 -------------    -------------
    Total net sales                              $     493,777    $     484,447
                                                 =============    =============

Segment earnings (loss):
    Women's Sportswear                           $      14,838    $      12,859
    Men's Sportswear                                     5,708            6,247
    Other Soft Goods                                     6,951            8,966
    General Corporate                                  (13,216)         (11,922)
                                                 -------------    -------------
    Total segments                                      14,281           16,150

Stock option expense                                     2,941              327
Amortization of intangible assets                        2,481            3,222
Restructuring and
  other non-recurring charges                            4,406                -
Interest expense, net                                    4,092            4,788
Other expense, net                                      (1,154)            (322)
                                                 -------------    -------------
Earnings before income taxes                     $       1,515    $       8,135
                                                 =============    =============

Net assets at quarter-end:
    Women's Sportswear                           $     185,740    $     182,196
    Men's Sportswear                                   105,308          107,823
    Other Soft Goods                                    41,648           43,391
    General Corporate                                  278,327          303,053
                                                 -------------    -------------
    Continuing Operations                              611,023          636,463
    Discontinued Operations                              5,515              935
                                                 -------------    -------------
    Kellwood total                               $     616,538    $     637,398
                                                 =============    =============
</TABLE>


                                      14

<PAGE>
<PAGE>

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

NOTE 13. NEW ACCOUNTING STANDARDS. In June 2006, the FASB issued
Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an
interpretation of FASB Statement No. 109 (FIN 48), which clarifies the
accounting for uncertainty in income tax positions. This Interpretation
requires that the financial statement effects of a tax position taken or
expected to be taken in a tax return are to be recognized in the financial
statements when it is more likely than not, based on the technical merits,
that the position will be sustained upon examination, including resolution of
any related appeals or litigation processes. We have adopted this
interpretation in the first quarter of 2007. See Note 10 for additional
disclosure.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities - including an amendment of FASB
Statements No. 115, Accounting for Certain Investments in Debt and Equity
Securities. This Statement permits entities to choose to measure many
financial instruments and certain other items at fair value. The objective is
to improve financial reporting by providing entities with the opportunity to
mitigate volatility in reported earnings caused by measuring related assets
and liabilities differently without having to apply complex hedge accounting
provisions. This Statement is effective for fiscal years beginning after
November 15, 2007. We are currently evaluating the impact of SFAS No. 159 on
our financial statements, but do not expect it to have a material impact on
our financial statements.


                                      15

<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 at April 29, 2006 and May 5, 2007, in the condensed consolidated
statements of operations for the three months ended April 29, 2006 and May 5,
2007, and in the condensed consolidated statements of cash flows for the three
months ended April 29, 2006 and May 5, 2007. 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 2006 (the fiscal year ended February 3, 2007).

Our internal reporting utilizes net earnings, earnings per share and gross
profit excluding the restructuring and other non-recurring charges. Such items
excluding the restructuring and other 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 restructuring and other non-recurring charges. The ongoing amounts that
exclude the restructuring and other non-recurring charges are non-GAAP
measures and may not be comparable to measures used by other entities.

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

RESTRUCTURING AND OTHER NON-RECURRING CHARGES
---------------------------------------------
During the second quarter of 2005, we announced a Restructuring Plan (the 2005
Restructuring Plan). We have substantially completed the business dispositions
and shutdown activities contemplated by the 2005 Restructuring Plan.

For the three months ended April 29, 2006, the costs (income) related to the
2005 Restructuring Plan were recorded as follows:

<TABLE>
<CAPTION>
                                                      Three months ended April 29, 2006
                                            ------------------------------------------------------
                                              Continuing         Discontinued
                                              Operations          Operations            Total
                                            ---------------     --------------     ---------------
<C>                                         <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>

There were no additional costs or income related to the 2005 Restructuring
Plan recorded during the three months ended May 5, 2007.


                                      16

<PAGE>
<PAGE>


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

A rollforward of the major components of this non-recurring charge from
February 3, 2007 to May 5, 2007 recorded in continuing operations is as
follows:

<TABLE>
<CAPTION>
                                      Accrual as of                                                     Accrual as of
                                       February 3,                                                         May 5,
                                           2007         Provision        Reversals       Utilization        2007
                                      -------------  -------------   ---------------   --------------   -------------
<C>                                   <C>            <C>             <C>               <C>              <C>
Contractual Obligations               $      23,174  $           -   $             -   $       (4,763)  $      18,411
Employee Severance and
    Termination Benefits                        834              -                 -             (496)            338
                                      -------------  -------------   ---------------   --------------   -------------
Total                                 $      24,008  $           -   $             -   $       (5,259)  $      18,749
                                      =============  =============   ===============   ==============   =============
</TABLE>

Contractual obligations will be settled through 2012 per agreements.

A rollforward of the major components of this non-recurring charge from
February 3, 2007 to May 5, 2007 recorded in discontinued operations is as
follows:

<TABLE>
<CAPTION>
                                      Accrual as of                                                    Accrual as of
                                       February 3,     Provision/                                          May 5,
                                           2007         (Income)         Reversals       Utilization        2007
                                      -------------  -------------   ---------------   --------------   -------------
<C>                                   <C>            <C>             <C>               <C>              <C>
Contractual Obligations               $       4,696  $           -   $             -   $         (973)  $       3,723
Employee Severance and
    Termination Benefits                      4,178              -                 -             (132)          4,046
                                      -------------  -------------   ---------------   --------------   -------------
Total                                 $       8,874  $           -   $             -   $       (1,105)  $       7,769
                                      =============  =============   ===============   ==============   =============
</TABLE>

Contractual obligations and employee severance and termination benefits will
be settled through 2009.

DISCONTINUED OPERATIONS
-----------------------
During the third quarter of 2006, we commenced reporting our New Campaign and
IZOD women's sportswear as discontinued. Reporting New Campaign as a
discontinued operation resulted from our agreement during the third quarter of
2006 to transfer the business and sell business assets to the licensor. We
closed on the sale in the first quarter of 2007. We received $9.85 million and
recognized a gain on sale of approximately $535. Reporting our IZOD women's
sportswear operation as a discontinued operation resulted from our agreement
during the third quarter of 2006 to terminate the licensing agreement. We
expect to transition this business in the second quarter of 2007 with no
significant gain or loss. Prior to being classified as a discontinued
operation, the New Campaign and IZOD operations were included in the Women's
Sportswear segment.

The results of operations and restructuring and other 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.


                                      17

<PAGE>
<PAGE>


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

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

<TABLE>
<CAPTION>
                                                  Three months ended
                                            -------------------------------
                                                April 29,        May 5,
                                                  2006            2007
                                            ---------------  --------------
<C>                                         <C>              <C>
Net sales                                   $        25,012  $       20,359
                                            ===============  ==============
Restructuring and other
  non-recurring charges                     $           305  $            -
                                            ===============  ==============
Earnings before income taxes                          2,848           2,314
Income taxes                                         (5,268)            867
                                            ---------------  --------------
Net earnings                                $         8,116  $        1,447
                                            ===============  ==============
Diluted earnings per share                  $          0.31  $         0.06
                                            ===============  ==============
</TABLE>

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>
                                                               February 3,       April 29,        May 5,
                                                                  2007             2006            2007
                                                             --------------  ---------------  --------------

<C>                                                          <C>             <C>              <C>
Cash and cash equivalents                                    $            5  $           224  $            3
Receivables, net                                                     12,898           12,297          10,021
Inventories                                                          12,248            7,727             980
Current deferred taxes and prepaid expenses                           3,485            4,527           2,713
                                                             --------------  ---------------  --------------
Current assets of discontinued operations                    $       28,636  $        24,775  $       13,717
                                                             ==============  ===============  ==============

Property, plant and equipment, net                           $        1,190  $         1,484  $           91
Goodwill                                                              2,995            2,995               -
Other assets                                                            251            1,417             457
                                                             --------------  ---------------  --------------
Long-term assets of discontinued operations                  $        4,436  $         5,896  $          548
                                                             ==============  ===============  ==============

Accounts payable                                             $        9,363  $         7,400  $        2,599
Accrued liabilities                                                  12,911           17,756          10,731
                                                             --------------  ---------------  --------------
Current liabilities of discontinued operations               $       22,274  $        25,156  $       13,330
                                                             ==============  ===============  ==============


Deferred income taxes and other                              $          347  $             -  $            -
                                                             --------------  ---------------  --------------
Long-term liabilities of discontinued operations             $          347  $             -  $            -
                                                             ==============  ===============  ==============
</TABLE>

The accrued liabilities reflect the discontinued operations classification of
New Campaign and IZOD and also include charges taken in connection with the
2005 Restructuring Plan that have not yet been paid and primarily relate to
contractual obligations and employee severance and termination benefits.


                                      18

<PAGE>
<PAGE>


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

RECONCILIATION OF OPERATING RESULTS - CONTINUING OPERATIONS
The following table provides non-GAAP operating results for the three months
ended April 29, 2006, for the ongoing operations and restructuring and other
non-recurring charges, separately. The table presents this breakdown of our
operations in a manner that 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
the restructuring and other 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
following reconciliation and analysis is for continuing operations only. The
operating results for the three months ended May 5, 2007 do not include
restructuring and other non-recurring charges; therefore, continuing
operations and ongoing operations are the same, and no reconciliation is
necessary.

THREE MONTHS ENDED APRIL 29, 2006

<TABLE>
<CAPTION>
                                                          Restructuring and
                                           Total             other non-            Ongoing
                                        Continuing        recurring charges       Operations
                                    ------------------   ------------------  -------------------
<C>                                 <C>                  <C>                 <C>
Net sales                           $          493,777   $                -  $           493,777
Cost of products sold                          394,108                    -              394,108
                                    ------------------   ------------------  -------------------
Gross profit                                    99,669                    -               99,669
SG&A                                            85,388                    -               85,388
Stock option expense                             2,941                    -                2,941
Amortization of intangibles                      2,481                    -                2,481
Restructuring and
   other non-recurring charges                   4,406               (4,406)                   -
Interest expense, net                            4,092                    -                4,092
Other income, net                               (1,154)                   -               (1,154)
                                    ------------------   ------------------  -------------------
Earnings before taxes                            1,515                4,406                5,921
Income taxes                                       438                1,546                1,984
                                    ------------------   ------------------  -------------------
Net earnings from
   continuing operations            $            1,077   $            2,860  $             3,937
                                    ==================   ==================  ===================
Effective tax rate                               28.9%                35.1%                33.5%
</TABLE>


                                      19

<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
non-GAAP summarized financial data for the three months ended April 29, 2006
(percentages are calculated based on actual data and columns may not add due
to rounding). This table presents the same information for the ongoing
operations as presented in the Reconciliation of Operating Results -
Continuing Operations shown earlier for the three months ended April 29, 2006.
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 months ended May 5, 2007 do not include
restructuring and other non-recurring charges; therefore, continuing
operations and ongoing operations are the same.

<TABLE>
<CAPTION>
                                                      Amounts                             Percentage of net sales
                                    ------------------------------------------    ---------------------------------------
                                      April 29,       May 5,         Percent        April 29,      May 5,       % Point
                                        2006           2007          Change           2006          2007         Change
                                    ------------   ------------   ------------    ------------   ----------   -----------

<C>                                 <C>            <C>                 <C>              <C>          <C>           <C>
Net sales                           $    493,777   $    484,447          (1.9%)         100.0%       100.0%             -
Cost of products sold                    394,108        377,017          (4.3%)          79.8%        77.8%         (2.0%)
                                    ------------   ------------   ------------    ------------   ----------   -----------
Gross profit                              99,669        107,430           7.8%           20.2%        22.2%          2.0%
SG&A                                      85,388         91,280           6.9%           17.3%        18.8%          1.5%
                                    ------------   ------------   ------------    ------------   ----------   -----------
Operating earnings before
  stock option expense
  and amortization(1)                     14,281         16,150          13.1%            2.9%         3.3%          0.4%
Stock option expense                       2,941            327         (88.9%)           0.6%         0.1%         (0.5%)
Amortization of intangibles                2,481          3,222          29.9%            0.5%         0.7%          0.2%
                                    ------------   ------------   ------------    ------------   ----------   -----------
Operating earnings                         8,859         12,601          42.2%            1.8%         2.6%          0.8%
Interest expense, net                      4,092          4,788          17.0%            0.8%         1.0%          0.2%
Other income, net                         (1,154)          (322)        (72.1%)          (0.2%)       (0.1%)         0.1%
                                    ------------   ------------   ------------    ------------   ----------   -----------
Earnings before taxes                      5,921          8,135          37.4%            1.2%         1.7%          0.5%
Income taxes                               1,984          2,197          10.7%            0.4%         0.6%          0.2%
                                    ------------   ------------   ------------    ------------   ----------   -----------
Net earnings from
  continuing operations             $      3,937   $      5,938          50.8%            0.8%         1.1%          0.3%
                                    ============   ============   ============    ============   ==========   ===========
Effective tax rate                         33.5%          27.0%

<FN>
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.
</TABLE>

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.


                                      20

<PAGE>
<PAGE>

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

SALES for ongoing operations for the first quarter of 2007 were $484,447,
decreasing $9,330 or 1.9% versus the first quarter of 2006. We realized sales
growth from Calvin Klein women's better sportswear, My Michelle(R) and XOXO(R)
juniors and girls businesses and Gerber Childrenswear along with the
acquisition of Vince(R) and the relaunch of O Oscar, an Oscar de la Renta
Company. These increases were offset by decreases in sales due to the
anticipated impact of lower sales for certain private brands and Halmode
dresses and suits, along with a softer than expected women's bottoms business.

GROSS PROFIT for ongoing operations for the first quarter of 2007 was $107,430
or 22.2 % of sales, increasing $7,761 or 7.8% versus the first quarter of
2006. The increase in our gross margin rate of 2.0 percentage points for the
three months ended May 5, 2007 resulted from the Vince acquisition, improved
performance by many of our brands at retail and lower product costs related to
improvements in sourcing.

SG&A EXPENSE for ongoing operations for the first quarter of 2007 was $91,280,
increasing $5,892 or 1.5 % of sales. The increase in SG&A expense for the
three months ended May 5, 2007 is primarily due to the acquisition of Vince
and HOLLYWOULD, the addition of new retail stores associated with our Women's
Sportswear segment and marketing activities to fund new or relaunched brand
initiatives to support our future growth.

INCOME TAXES. Our effective tax rates on pretax earnings from ongoing
operations for the three months ended May 5, 2007 was 27.0%. 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 and a statute
expiration of a foreign uncertain tax benefit. We believe our 2007 full year
effective tax rate will be approximately 33%.

GOODWILL AND OTHER INTANGIBLE ASSETS
------------------------------------
Under SFAS No. 142, Goodwill and Other Intangible Assets, goodwill and other
indefinite-lived intangible assets are no longer amortized but are reviewed
for impairment at least annually or if a triggering event were to occur in an
interim period. No triggering events have occurred in 2007. We will complete
our annual goodwill and intangible assets impairment assessment in the fourth
quarter of 2007. It is possible that our estimates of future operating results
for certain of our divisions could change adversely and impact the evaluation
of the recoverability of the carrying value of goodwill and intangible assets
and that the effect of such changes on our Condensed Consolidated Financial
Statements could be material. While we believe that the current recorded
carrying value of our goodwill and intangible assets is not impaired, there
can be no assurance that a significant non-cash write-down or write-off will
not be required in the future.

NEW ACCOUNTING STANDARDS
------------------------
In June 2006, the FASB issued Interpretation No. 48, Accounting for
Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109 (FIN
48), which clarifies the accounting for uncertainty in income tax positions.
This Interpretation requires that the financial statement effects of a tax
position taken or expected to be taken in a tax return are to be recognized in
the financial statements when it is more likely than not, based on the
technical merits, that the position will be sustained upon examination,
including resolution of any related appeals or litigation processes. We have
adopted this interpretation in the first quarter of 2007. See Note 10 for
additional disclosure.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities - including an amendment of FASB
Statements No. 115, Accounting for Certain Investments in Debt and Equity
Securities. This Statement permits entities to choose to measure many
financial instruments and certain other items at fair value. The objective is
to improve financial reporting by providing entities with the opportunity to
mitigate volatility in reported earnings caused by measuring related assets
and liabilities differently without having to apply complex hedge accounting
provisions. This Statement is effective for fiscal years beginning after
November 15, 2007. We are currently evaluating the impact of SFAS No. 159 on
our financial statements, but do not expect it to have a material impact on
our financial statements.

                                      21

<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 months ended April 29, 2006 and May 5, 2007, for the
discontinued operations.

<TABLE>
<CAPTION>
                                                         Three months ended
                                                     ---------------------------
                                                       April 29,       May 5,
                                                         2006           2007
                                                     ------------   ------------

<C>                                                  <C>            <C>
Net sales                                            $     25,012   $     20,359
Cost of products sold                                      17,466         16,077
                                                     ------------   ------------
Gross profit                                                7,546          4,282
SG&A                                                        4,415          2,310
                                                     ------------   ------------
Operating earnings before amortization,
  restructuring and other
  non-recurring charges(1)                                  3,131          1,972
Restructuring and other
  non-recurring charges                                       305              -
                                                     ------------   ------------
Operating earnings                                          2,826          1,972
Interest expense, net                                           -              -
Other income, net                                             (22)          (342)
                                                     ------------   ------------
Earnings before taxes                                       2,848          2,314
Income taxes                                               (5,268)           867
                                                     ------------   ------------
Net earnings from discontinued operations            $      8,116   $      1,447
                                                     ============   ============

<FN>
(1) Operating earnings before amortization and restructuring and other
non-recurring charges is a non-GAAP measure that differs from operating
earnings in that it excludes amortization of intangibles and restructuring and
other non-recurring charges. Operating earnings before amortization and
restructuring and other non-recurring charges should not be considered as an
alternative to operating earnings. Operating earnings before amortization and
restructuring and other 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 before amortization and restructuring and other 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
restructuring and other non-recurring charges, the changes in which are
explained elsewhere. The subtotal of operating earnings before amortization
and restructuring and other non-recurring charges may not be comparable to any
similarly titled measure used by another company.
</TABLE>

Sales for the first quarter of 2007 were $20,359, decreasing $4,653 or 18.6%
primarily due to sales that were eliminated when certain discontinued
operations ceased operations. During the third quarter of 2006, our New
Campaign and IZOD women's sportswear operations became discontinued. Operating
results for the three months ended April 29, 2006 and May 5, 2007 primarily
relate to the New Campaign and IZOD operations. The transaction related to New
Campaign closed in April 2007. We expect to complete the transition of the
IZOD women's sportswear operations in the second quarter of 2007.

Income taxes for the three months ended April 29, 2006 include 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.


                                      22

<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 net sales and earnings for the three months ended April 29, 2006 and
May 5, 2007 do not include restructuring and other non-recurring charges;
therefore ongoing operations and continuing operations are the same. Net sales
and segment earnings for continuing operations by segment for these periods
were as follows:

<TABLE>
<CAPTION>
                                            Three months ended
                                 -----------------------------------------
                                   April 29,      May 5,         Percent
Net sales                            2006          2007          Change
---------                        ------------  ------------   ------------
<C>                              <C>           <C>                  <C>
Women's Sportswear               $    281,352  $    272,453         (3.2%)
Men's Sportswear                      133,366       128,389         (3.7%)
Other Soft Goods                       79,059        83,605          5.8%
                                 ------------  ------------   -----------
Total net sales                  $    493,777  $    484,447         (1.9%)
                                 ============  ============   ===========

<CAPTION>
                                       Three months ended - amounts              Three months ended - percentages
                                 -----------------------------------------  -----------------------------------------
                                   April 29,      May 5,         Percent      April 29,       May 5,        % Point
Segment earnings                     2006          2007          Change         2006           2007         Change
----------------                 ------------  ------------   ------------  ------------  -------------  ------------
<C>                              <C>           <C>            <C>           <C>           <C>            <C>
Women's Sportswear               $     14,838  $     12,859         (13.3%)         5.3%           4.7%         (0.6%)
Men's Sportswear                        5,708         6,247           9.4%          4.3%           4.9%          0.6%
Other Soft Goods                        6,951         8,966          29.0%          8.8%          10.7%          1.9%
General Corporate                     (13,216)      (11,922)         (9.8%)           NM             NM            NM
                                 ------------  ------------   -----------   ------------  -------------  ------------
Segment earnings                 $     14,281  $     16,150          13.1%          2.9%           3.3%          0.4%
                                 ============  ============   ===========   ============  =============  ============

<FN>
NM - Not meaningful
</TABLE>

WOMEN'S SPORTSWEAR. Sales for the first quarter of 2007 were $272,453,
decreasing $8,899 or 3.2% versus the first quarter of 2006. The decrease in
sales for the three months ended May 5, 2007 was due to the anticipated impact
of retail consolidation, lower sales for certain private brands and Halmode
dresses and suits and a softer than expected bottoms business. These decreases
were partially offset by organic growth realized from Calvin Klein women's
better sportswear and My Michelle and XOXO juniors and girls businesses along
with the acquisition of Vince and the relaunch of O Oscar.

Segment earnings for the first quarter of 2007 were $12,859, decreasing $1,979
or 13.3% versus the first quarter of 2006. The decrease in segment earnings is
primarily due to higher selling, general and administrative costs related to
the addition of new retail stores and new or relaunched brand initiatives to
support our future growth.

MEN'S SPORTSWEAR. Sales for the first quarter of 2007 were $128,389,
decreasing $4,977 or 3.7% versus the first quarter of 2006. The decrease in
sales primarily relates to our Smart Shirts private label business.

Segment earnings for the first quarter of 2007 were $6,247, increasing $539 or
9.4% versus the first quarter of 2006. The increase in segment earnings for
the three months ended May 5, 2007 is primarily due to the strong performance
of Phat Fashions' Baby Phat(R) brand.


                                      23

<PAGE>
<PAGE>

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

OTHER SOFT GOODS. Sales for the first quarter of 2007 were $83,605, increasing
$4,546 or 5.8% versus the first quarter of 2006. The increase in sales is due
to growth across the children's and specialty recreation product categories.

Segment earnings for the first quarter of 2007 were $8,966, increasing $2,015
or 29.0% versus the first quarter of 2006. The increase in segment earnings
for the three months ended May 5, 2007 is due to improved gross margins at
Gerber Childrenswear.

GENERAL CORPORATE. Expense for the first quarter of 2007 was $11,922,
decreasing $1,293 or 9.8% versus the first quarter of 2006. The decrease in
expense for the three months ended May 5, 2007 is primarily due to decreases
in recruiting, consulting and incentive program expenses.

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). At May 5, 2007,
our debt-to-capital ratio was 44.3%, down 0.1 percentage points from February
3, 2007 and down 0.9 percentage points from April 29, 2006. The decrease from
April 29, 2006 was primarily due to the decrease in debt.

In July 2005, we announced the Stock Repurchase Program of up to ten percent
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
fiscal year 2006, we repurchased 173,600 shares at an average price of $28.83
per share, totaling $5,006. During the first quarter of 2007, we repurchased
137,100 shares at an average price of $27.90 per share, totaling $3,825.
Management believes that the current cash will provide the capital flexibility
necessary to fund the remainder of the stock repurchase program and to meet
existing obligations and engage in acquisitions supporting our business
strategy.

NET CASH PROVIDED BY OPERATING ACTIVITIES increased $19,410 from $14,215 for
the three months ended April 29, 2006 to $33,625 for the three months ended
May 5, 2007. The increase in net cash provided by operating activities from
the three months ended May 5, 2007 is primarily due to decrease in accounts
receivable resulting from the timing of the sales within the quarter.

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 February 3, 2007 to May 5, 2007 are primarily a result of
seasonality of our businesses. Comparisons from April 29, 2006 to May 5, 2007
include:

     -    Accounts receivable decreased $22,351 from $305,581 at April 29,
          2006 to $283,230 at May 5, 2007. The decrease in accounts receivable
          is due to the timing of sales during the quarter, as days sales
          outstanding were consistent at 54 days at April 29, 2006 and May 5,
          2007.

     -    Inventories increased $29,601 from $189,030 at April 29, 2006 to
          $218,631 at May 5, 2007. Days supply were 57 days at April 29, 2006
          compared to 60 days at May 5, 2007. The increase in days supply is
          due to the addition of new retail stores, which typically carry
          higher days of inventory, and timing of receipts.

     -    Accounts payable decreased $2,030 from $153,124 at April 29, 2006 to
          $151,094 at May 5, 2007 primarily as a result of lower inventory
          purchases.

     -    Accrued expenses increased $5,361 from $74,914 at April 29, 2006 to
          $80,275 at May 5, 2007 primarily as a result of higher accrued
          income taxes and higher accrued royalties.

Working capital of discontinued operations increased $767 from April 29, 2006
to May 5, 2007 due to reduced accounts payable and accrued expense balances as
we complete the dispositions and shutdown activities of these businesses.

                                      24

<PAGE>
<PAGE>


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

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES increased to a source of
cash of $6,770 for the three months ended May 5, 2007 from a use of cash of
$9,166 for the three months ended April 29, 2006. The increase in cash
provided was primarily due to the closing of the New Campaign transaction,
during the three months ended May 5, 2007, to transfer the business and sell
business assets to the licensor resulting in cash proceeds of $9,846 and the
timing of contingent purchase price consideration from year to year, of
$6,446.

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.

NET CASH USED IN FINANCING ACTIVITIES was $7,393 for the three months ended
May 5, 2007 compared to $9,157 for the three months ended April 29, 2006. The
change was primarily due to a less significant decrease in bank overdrafts in
the three months ended May 5, 2007 compared to the three months ended April
29, 2006 partially offset by less proceeds from stock transactions under
incentive plans in the three months ended May 5, 2007 compared to the three
months ended April 29, 2006.

At May 5, 2007, there were $14,000 and $22,222 of borrowings outstanding under
the revolving and term portions of the Asian Credit Facility, respectively,
and we were in compliance with all covenants. See Note 6 to Condensed
Consolidated Financial Statements for further information.

At May 5, 2007, there were no borrowings outstanding under our Senior Credit
Facility (a $400,000 five-year secured, syndicated credit facility), and we
were in compliance with all covenants. Letters of credit outstanding under the
Senior Credit Facility were $26,030 at May 5, 2007. See Note 6 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 $35,718 at May 5, 2007. There were
no borrowings outstanding under these lines at May 5, 2007. We have $6,235 in
outstanding letters of credit used by our foreign operations under these lines
at May 5, 2007.

CASH AND CASH EQUIVALENTS increased by $33,002 during the three months ended
May 5, 2007 due to the factors noted above compared to a decrease of $4,108 in
cash for the same period of the prior year.


                                      25

<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 2006
(the fiscal year ended February 3, 2007). 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:
          -    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.

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.


                                      26

<PAGE>
<PAGE>

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

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 May 5, 2007, our debt portfolio was composed of 93% 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 2007.

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 $501,411, which compares to the book value of
$506,222. 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 May 5, 2007, a 10% increase in interest rates
would have resulted in approximately a $20,700 decrease in the market value of
our fixed-rate debt; a 10% decrease in interest rates would have resulted in
approximately a $22,303 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
-------------------------------

Evaluation of Disclosure Controls and Procedures

We maintain a system of disclosure controls and procedures which are designed
to ensure that information required to be disclosed by us in the reports filed
or submitted under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules
and forms and is accumulated and communicated to management, including our
certifying officers, as appropriate to allow timely decisions regarding
required disclosure. Based on an evaluation performed, our certifying officers
have concluded that the disclosure controls and procedures were effective as
of May 5, 2007, to provide reasonable assurance to the achievement of these
objectives.

Notwithstanding the foregoing, there can be no assurance that our disclosure
controls and procedures will detect or uncover all failures of persons within
our company to report material information otherwise required to be set forth
in our reports.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during
the quarter ended May 5, 2007 that has materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.


                                      27

<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 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 fiscal year 2006, we repurchased
173,600 shares at an average price of $28.83 per share, totaling $5,006.
During the first quarter of 2007, we repurchased 137,100 shares at an average
price of $27.90 per share, totaling $3,825. Payments made under the Stock
Repurchase Program are recorded in Treasury Stock on the Condensed
Consolidated Balance Sheets.

<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
----------------------------- -----------------     -------------     --------------------     -----------------------
<C>                           <C>                   <C>               <C>                      <C>
February (2/4/07 - 3/10/07)                   -     $           -                        -                     391,985
March (3/11/07 - 4/7/07)                      -                 -                        -                     391,985
April (4/8/07 - 5/5/07)                 137,100             27.90                  137,100                     254,885
                              -----------------     -------------     --------------------     -----------------------
Total                                   137,100     $       27.90                  137,100                     254,885
                              =================     =============     ====================     =======================
</TABLE>

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

At the June 7, 2007 Annual Meeting of Shareowners, the following matters were
voted on by shareowners:

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

<TABLE>
<CAPTION>
     Directors                                 Shares Voted For               Shares Withheld
     ---------                                 ----------------               ---------------
     <C>                                          <C>                           <C>
     Kitty G. Dickerson, Ph.D.                    21,522,015                     2,626,733
     Jerry M. Hunter                              12,334,154                    11,814,595
     Larry R. Katzen                              21,783,061                     2,365,687
     Philip B. Miller                             21,787,342                     2,361,406
     Harvey A. Weinberg                           21,788,669                     2,360,079
</TABLE>

Other directors whose term of office continued after the meeting are Ben B.
Blount, Jr., Janice E. Page and Robert C. Skinner, Jr.

o    Shareowners approved to ratify the appointment of PricewaterhouseCoopers
     LLP as the Company's independent registered public accounting firm for
     fiscal year 2007.

<TABLE>
<CAPTION>
      Shares Voted For             Shares Against             Shares Abstaining
      ----------------             --------------             -----------------
      <C>                          <C>                        <C>
         23,744,979                    285,653                     118,114
</TABLE>

o    Shareowners approved to ratify the adoption of the Shareowners'
     Rights Agreement.

<TABLE>
<CAPTION>
     Shares Voted For             Shares Against              Shares Abstaining           Broker Non-Vote
     ----------------             --------------              -----------------           ---------------
     <C>                          <C>                         <C>                         <C>
        14,613,667                   7,296,175                     142,952                   2,095,954
</TABLE>

o    Shareowners did not approve/approved the Shareowner Proposal to
     declassify the board or directors.

<TABLE>
<CAPTION>
     Shares Voted For             Shares Against              Shares Abstaining           Broker Non-Vote
     ----------------             --------------              -----------------           ---------------
     <C>                          <C>                         <C>                         <C>
        19,515,441                   2,390,911                     146,438                   2,095,958
</TABLE>

                                      28

<PAGE>
<PAGE>


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

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

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.


                                      29

<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 8, 2007              /s/ Gregory W. Kleffner
                          ---------------------------------------------------
                          Gregory W. Kleffner
                          Chief Financial Officer
                          (Principal Financial and Accounting Officer)



                                      30