** **

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C.  20549**

** **

**FORM 10-Q/A**

** **

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

 

**For the quarterly period ended OCTOBER 30, 2010**

 

**or**

 

| **o** | **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: 1-4365**

 

**OXFORD INDUSTRIES, INC.**

(Exact name of registrant as specified in its charter)

 

| **Georgia**                                                    | ** ** | **58-0831862**                       |
|----------------------------------------------------------------|------------|--------------------------------------|
| (State or other jurisdiction of incorporation or organization) |       | (I.R.S. Employer Identification No.) |

 

**222 Piedmont Avenue, N.E., Atlanta, Georgia  30308**

(Address of principal executive offices)      (Zip Code)

 

**(404) 659-2424**

(Registrant’s telephone number, including area code)

 

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 o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o  No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

| Large accelerated filer £                |   | Accelerated filer x             |
|-----------------------------------------------|--------|---------------------------------|
|                                          |   |                            |
| Non-accelerated filer £                  |   | Smaller reporting company£ |
| (Do not check if a smaller reporting company) |   |                            |

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ̈  No x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

| ** **                 | ** ** | **Number of shares outstanding** |
|----------------------------|------------|----------------------------------|
| **Title of each class**    | ** ** | **as of December 3, 2010**  |
| Common Stock, $1 par value |       | 16,569,208                       |

 

 

 

----

 

**EXPLANATORY NOTE**

 

We are filing this Amendment No. 1 (the “Amendment”) on Form 10-Q/A to our Quarterly Report on Form 10-Q for the three month period ended October 30, 2010 (the “Original Form 10-Q”), which was filed with the Securities and Exchange Commission on December 9, 2010, to correct the number of shares of common stock, par value $1 per share, reported as outstanding as of December 3, 2010 on the cover page of the Original Form 10-Q (the “Cover Page”).  This Amendment is being filed to replace the number “15,569,208” on the Cover Page in its entirety with the number “16,569,208.”

 

Except as described above, no other amendments have been made to the Original Form 10-Q.  All other Items of the Original Form 10-Q are unaffected by this Amendment.  This Amendment does not reflect events occurring after December 9, 2010 or modify or update the disclosure contained in the Original Form 10-Q in any way other than as set forth above.

 

**ITEM 6.  EXHIBITS**

 

|   | 3.1  | Restated Articles of Incorporation of Oxford Industries, Inc. Incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q for the fiscal quarter ended August 29, 2003. |
|--------|------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 3.2  | Bylaws of Oxford Industries, Inc., as amended. Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on June 17, 2009.                                       |
|   | 10.1 | Oxford Industries, Inc. Deferred Compensation Plan, as amended and restated effective September 1, 2010.†                                                                                 |
|   | 31.1 | Section 302 Certification by Principal Executive Officer.*                                                                                                                                          |
|   | 31.2 | Section 302 Certification by Principal Financial Officer.*                                                                                                                                          |
|   | 32   | Section 906 Certification by Principal Executive Officer and Principal Financial Officer.†                                                                                                     |

 

----

* Filed herewith.

†Previously filed.

 

2

----

 

**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 hereunto duly authorized.

 
| December 29, 2010 | **OXFORD INDUSTRIES, INC.**                              |                   |
|------------------------|---------------------------------------------------------------|------------------------|
|                   | (Registrant)                                                  |                   |
|                   |                                                          |                   |
|                   |                                                          | /s/ K. Scott Grassmyer |   |
|                   |                                                          | K. Scott Grassmyer     |   |
|                   | Senior Vice President, Chief Financial Officer and Controller |                   |
|                   |                                                          | (Authorized Signatory) |   |

 

3

----