UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION

                       Washington, D.C. 20549

                              Form 10-Q

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

            For the quarterly period ended June 30, 2004


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

                   Commission File Number  1-13082

                   KENNETH COLE PRODUCTIONS, INC.
        (Exact name of registrant as specified in its charter)

         New York                           13-3131650
 (State or other jurisdiction of          (I.R.S. Employer
  incorporation or organization)           Identification Number)

   603 West 50th Street, New York, NY             10019
(Address of principal executive offices)        (Zip Code)

  Registrant's telephone number, including area code (212) 265-1500

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 an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).
Yes (X)  No ( )

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

                 Class                               August 7, 2004

     Class A Common Stock ($.01 par value)              12,041,152
     Class B Common Stock ($.01 par value)               8,123,497

<PAGE>

                   Kenneth Cole Productions, Inc.
                            Index to 10-Q


Part I.    FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

    Condensed Consolidated Balance Sheets as of June 30, 2004
    and December 31, 2003.................................................... 3

    Condensed Consolidated Statements of Income for the three and six-month
    periods ended June 30, 2004 and 2003..................................... 5

    Condensed Consolidated Statement of Changes in Shareholders' Equity for
    the six-month period ended June 30, 2004................................. 6

    Condensed Consolidated Statements of Cash Flows for the six-month periods
    ended June 30, 2004 and 2003............................................. 7

    Notes to Condensed Consolidated Financial Statements..................... 8

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk...........22

Item 4. Controls and Procedures..............................................22

Part II.  OTHER INFORMATION

Item 1.Legal Proceedings.....................................................23

Item 2.Changes in Securities, Use of Proceeds and Issuer Purchase of Equity
     Securities..............................................................23

Item 3.Defaults Upon Senior Securities.......................................23

Item 4.Submission of Matters to a Vote of Security Holders...................23

Item 5.Other Information.....................................................24

Item 6.Exhibits and Reports on Form 8-K......................................24

Signatures...................................................................26
<PAGE>
<TABLE>
           Kenneth Cole Productions, Inc. and Subsidiaries

                Condensed Consolidated Balance Sheets


Part I. FINANCIAL INFORMATION
Item 1.  Financial Statements
<CAPTION>
                                                  June 30,    December 31,
                                                   2004         2003
                                                (Unaudited)
<S>                                            <C>           <C>
Assets
Current assets:
Cash                                            $116,825,000  $111,102,000
Due from factors                                  32,271,000    31,487,000
Accounts receivable, net                          10,435,000    11,254,000
Inventories                                       54,850,000    44,851,000
Prepaid expenses and other current assets          3,343,000     1,343,000
Deferred taxes                                     2,063,000     2,063,000
                                                ------------  ------------
Total current assets                             219,787,000   202,100,000

Property and equipment - at cost, less
accumulated depreciation                          36,899,000    36,755,000


Other assets:
 Deposits and deferred taxes                      16,671,000    16,603,000
 Deferred compensation plan assets                19,855,000    18,383,000
                                                ------------  ------------
Total other assets                                36,526,000    34,986,000
                                                ------------  ------------
Total assets                                    $293,212,000  $273,841,000
                                                ============  ============
</TABLE>


See accompanying notes to condensed consolidated financial statements.
<PAGE>
<TABLE>
           Kenneth Cole Productions, Inc. and Subsidiaries
          Condensed Consolidated Balance Sheets (continued)
<CAPTION>
                                                  June 30,    December 31,
                                                   2004         2003
                                                (Unaudited)
<S>                                            <C>           <C>

Liabilities and shareholders' equity
Current liabilities:
Accounts payable                                $ 39,221,000  $ 33,847,000
Accrued expenses and other current liabilities     9,256,000    11,153,000
Income taxes payable                                       0     2,939,000
                                                ------------  ------------
Total current liabilities                         48,477,000    47,939,000

Deferred compensation                             19,855,000    18,383,000
Other                                             12,352,000    11,185,000

Commitments and contingencies

Shareholders' equity:
   Series A Convertible Preferred Stock par value
    $1.00, per share, 1,000,000 shares authorized,
    none outstanding
   Class A Common Stock, par value $.01, per share,
    20,000,000 shares authorized, and 14,922,616
    and 14,534,791 issued in 2004 and 2003           149,000       145,000
   Class B Common Stock, par value $.01, per share,
    9,000,000 shares authorized, 8,123,497
    and 8,168,497 outstanding in 2004 and 2003        81,000        82,000
   Additional paid-in capital                     77,035,000    69,992,000
   Accumulated other comprehensive income            281,000       751,000
   Retained earnings                             201,203,000   191,585,000
                                                ------------  ------------
                                                 278,749,000   262,555,000

  Class A Common Stock in treasury, at cost,
   2,888,400 shares in 2004 and 2003             (66,221,000)  (66,221,000)
                                                ------------  ------------
Total shareholders' equity                       212,528,000   196,334,000
                                                ------------  ------------
Total liabilities and shareholders' equity      $293,212,000  $273,841,000
                                                ============  ============
</TABLE>


   See accompanying notes to condensed consolidated financial statements.
<PAGE>
<TABLE>
           Kenneth Cole Productions, Inc. and Subsidiaries

             Condensed Consolidated Statements of Income
                            (Unaudited)

<CAPTION>
                          Three Months Ended            Six Months Ended
                               June 30,                      June 30,
                          2004          2003           2004           2003
<S>                   <C>          <C>            <C>           <C>
Net sales             $103,720,000  $ 88,096,000   $217,071,000  $190,213,000
Royalty revenue          9,337,000     8,832,000     18,363,000    16,839,000
                      ------------  ------------   ------------  ------------
Net revenues           113,057,000    96,928,000    235,434,000   207,052,000
Cost of goods sold      61,683,000    52,937,000    131,592,000   115,479,000
                      ------------  ------------   ------------  ------------
Gross profit            51,374,000    43,991,000    103,842,000    91,573,000

Selling, general and
 Administrative
 expenses               40,382,000    34,622,000     81,174,000    72,353,000
                      ------------  ------------   ------------  ------------
Operating income        10,992,000     9,369,000     22,668,000    19,220,000
Interest and other
 income, net               342,000       250,000        591,000       492,000
                      ------------  ------------   ------------  ------------
Income before provision
 for income taxes       11,334,000     9,619,000     23,259,000    19,712,000

Provision for
 income taxes            4,307,000     3,559,000      8,839,000     7,293,000
                      ------------  ------------   ------------  ------------
Net income            $  7,027,000  $  6,060,000   $ 14,420,000  $ 12,419,000
                      ============  ============   ============  ============

Earnings per  share:
     Basic            $        .35  $        .31   $        .72  $        .64
     Diluted          $        .34  $        .30   $        .70  $        .61

Dividends declared
 per share            $        .12  $        .00   $        .24  $        .00

Shares used to compute
 earnings per share:
     Basic              20,048,000    19,505,000     19,951,000    19,524,000
     Diluted            20,727,000    20,245,000     20,669,000    20,346,000
</TABLE>


   See accompanying notes to condensed consolidated financial statements.
<PAGE>
<TABLE>
                 Kenneth Cole Productions, Inc. and Subsidiaries

       Condensed Consolidated Statement of Changes in Shareholders' Equity
                                   (Unaudited)
<CAPTION>
                                   Class A                   Class B
                                 Common Stock              Common Stock
                              Number                    Number
                             of shares     Amount      of shares    Amount
<S>                        <C>         <C>          <C>         <C>
Shareholders' equity
 January 1, 2004            14,534,791  $ 145,000    8,168,497   $ 82,000

Net income

Translation adjustments
 foreign currency, net of
  taxes of $7,000
 forward contracts, net of
  taxes of $(295,000)

Comprehensive income

Exercise of stock options,
 and related tax benefit
 of $2,674,000                 337,938      3,000

Issuance of Class A
 Common Stock for ESPP           4,887

Dividends paid on Common
 Stock Class A and B

Conversion of Class B
 shares to Class A shares
 of Common Stock                45,000      1,000      (45,000)    (1,000)
                           -----------------------------------------------
Shareholders' Equity
 June 30, 2004              14,922,616  $ 149,000    8,123,497   $ 81,000
                           ===============================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                Accumulated
                                  Additional       Other
                                   Paid-in     Comprehensive   Retained
                                   Capital        Income       Earnings
<S>                            <C>           <C>           <C>
Shareholders' equity
 January 1, 2004                $ 69,992,000  $ 751,000     $191,585,000

Net income                                                    14,420,000

Translation adjustments
 foreign currency, net of
  taxes of $7,000                                12,000
 forward contracts, net of
  taxes of $(295,000)                          (482,000)

Comprehensive income

Exercise of stock options,
 and related tax benefit
 of $2,674,000                     6,929,000

Issuance of Class A
 Common Stock for ESPP               114,000

Dividends paid on Common
 Stock Class A and B                                          (4,802,000)

Conversion of Class B
 shares to Class A shares
 of Common Stock
                              --------------------------------------------
Shareholders' Equity
 June 30, 2004                  $ 77,035,000  $ 281,000     $201,203,000
                              ============================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                       Treasury Stock
                                   Number of
                                    Shares        Amount        Total
<S>                            <C>           <C>           <C>
Shareholders' equity
 January 1, 2004                (2,888,400)   $(66,221,000) $196,334,000

Net income                                                    14,420,000

Translation adjustments
 foreign currency, net of
  taxes of $7,000                                                 12,000
 forward contracts, net of
  taxes of $(295,000)                                           (482,000)
                                                            ------------
Comprehensive income                                          13,950,000

Exercise of stock options,
 and related tax benefit
 of $2,674,000                                                 6,932,000

Issuance of Class A
 Common Stock for ESPP                                           114,000

Dividends paid on Common
 Stock Class A and B                                          (4,802,000)

Conversion of Class B
 shares to Class A shares
 of Common Stock
                              -------------------------------------------
Shareholders' Equity
 June 30, 2004                  (2,888,400)   $(66,221,000) $212,528,000
                              ===========================================
</TABLE>

      See accompanying notes to condensed consolidated financial statements
<PAGE>
<TABLE>
                 Kenneth Cole Productions, Inc. and Subsidiaries
             Condensed Consolidated Statements of Cash Flows
                             (Unaudited)
<CAPTION>
                                                      Six Months Ended
                                                          June 30,
                                                    2004           2003
<S>                                             <C>          <C>
Cash flows from operating activities
Net income                                       $ 14,420,000 $ 12,419,000
Adjustments to reconcile net income to net
 cash provided by operating activities:
 Depreciation and amortization                      3,810,000    3,798,000
 Unrealized loss (gain) on deferred compensation      492,000   (1,913,000)
 Realized gain on sale of property and equipment      (14,000)
 Provision for bad debts                               40,000      204,000
 Tax benefit from exercise of stock options         2,674,000      701,000
 Changes in assets and liabilities:
  (Increase) decrease in due from factors            (784,000)   4,822,000
  Decrease (increase) in accounts receivable          779,000   (2,376,000)
  Increase in inventories                         (10,481,000)  (4,338,000)
  Increase in prepaid expenses & other
   current assets                                  (2,000,000)     (21,000)
  Increase in other assets                         (2,032,000)  (2,493,000)
  Increase in accounts payable                      5,374,000    5,524,000
  Decrease in income taxes payable                 (2,939,000)  (3,488,000)
  Decrease in accrued expenses and other
   current liabilities                             (1,881,000)    (892,000)
  Increase in other non-current liabilities         2,639,000    5,155,000
                                                 ------------ ------------
  Net cash provided by operating activities        10,097,000   17,102,000
Cash flows from investing activities
Acquisition of property and equipment              (4,008,000)  (3,103,000)
Proceeds from sale of property and equipment           68,000
                                                 ------------ ------------
Net cash used in investing activities              (3,940,000)  (3,103,000)

Cash flows from financing activities
Proceeds from exercise of stock options             4,258,000    1,402,000
Proceeds from issuance of common stock from
 Employee Stock Purchase Plan                         114,000      101,000
Dividends paid to shareholders                     (4,802,000)
Purchase of treasury stock                                      (4,526,000)
Principal payments on capital lease obligations                   (113,000)
                                                 ------------ ------------
Net cash used in financing activities                (430,000)  (3,136,000)
Effect of exchange rate changes on cash                (4,000)     (11,000)
                                                 ------------ ------------
Net increase in cash                                5,723,000   10,852,000
Cash, beginning of period                         111,102,000   91,549,000
                                                 ------------ ------------
Cash, end of period                              $116,825,000 $102,401,000
                                                 ============ ============
Supplemental disclosures of cash flow information
Cash paid during the period for:
  Interest                                       $      3,000 $     23,000
  Income taxes                                   $ 11,037,000 $  8,038,000
</TABLE>
 See accompanying notes to condensed consolidated financial statements.
<PAGE>
                Kenneth Cole Productions, Inc. and Subsidiaries
             Notes to Condensed Consolidated Financial Statements
                                  (Unaudited)

     1.  Basis of Presentation

          The    accompanying   unaudited   condensed   consolidated
     financial  statements  have  been  prepared  by  Kenneth   Cole
     Productions, Inc. (the "Company") in accordance with accounting
     principles generally accepted in the United States for  interim
     financial information.  Accordingly, they do not include all of
     the information and footnotes required by accounting principles
     generally  accepted in the United States for complete financial
     statements.    Certain  items  contained  in  these   financial
     statements  are  based on estimates.  In  the  opinion  of  the
     Company's  management,  the  accompanying  unaudited  condensed
     consolidated  financial  statements  reflect  all   significant
     adjustments,   consisting   of  only   normal   and   recurring
     adjustments, necessary for a fair presentation of the financial
     position  and  results of operations and  cash  flows  for  the
     periods  presented.  All significant intercompany  transactions
     have been eliminated.

          Operating results for the six months ended June  30,  2004
     are  not  necessarily  indicative of the results  that  may  be
     expected for the year ended December 31, 2004.  These unaudited
     condensed consolidated financial statements should be  read  in
     conjunction   with  the  financial  statements  and   footnotes
     included  in the Company's Annual Report on Form 10-K  for  the
     year ended December 31, 2003.

          The  consolidated balance sheet at December 31,  2003,  as
     presented,  was  derived from the audited financial  statements
     included  in the Company's Annual Report on Form 10-K  for  the
     period ended December 31, 2003.

     2.  Stock-Based Compensation

                The  Company measures compensation expense  for  its
     stock-based compensation plans using the intrinsic value method
     prescribed  in  Accounting Principles  Board  Opinion  No.  25,
     "Accounting for Stock Issued to Employees" ("APB No.  25")  and
     related  Interpretations.  The Company has  adopted  disclosure
     only  provisions of Statement of Financial Accounting Standards
     No.  123,  "Accounting  for  Stock-Based  Compensation"  ("SFAS
     123").

                Pro  forma disclosures, as required by Statement  of
     Financial  Accounting Standard No. 148, "Accounting for  Stock-
     Based  Compensation - Transition and Disclosure," are  computed
     as  if  the Company recorded compensation expense based on  the
     fair value for stock-based awards or grants.  The following pro
     forma information includes the effects of the options discussed
     above.
<TABLE>
<CAPTION>
                             Three Months Ended     Six Months Ended
                                   June 30,              June 30,
                              2004        2003       2004        2003
<S>                     <C>          <C>          <C>         <C>
Net Income, as reported  $ 7,027,000  $ 6,060,000  $14,420,000 $12,419,000

Deduct: Stock-based
Employee compensation
expense determined under
fair value method, net
of related tax effects       672,000      719,000    1,408,000   1,441,000

                         -----------  -----------  ----------- -----------
Pro forma net income     $ 6,355,000  $ 5,341,000  $13,012,000 $10,978,000
                         ===========  ===========  =========== ===========

Earnings per share:
Basic - as reported       $      .35  $       .31  $       .72 $       .64
Basic - pro forma         $      .32  $       .27  $       .65 $       .56

Diluted - as reported     $      .34  $       .30  $       .70 $       .61
Diluted - pro forma       $      .31  $       .26  $       .63 $       .54
</TABLE>


     3.    Earnings Per Share

           The  following  is an analysis of the differences  between
     basic  and diluted earnings per common share in accordance  with
     Statement  of Financial Accounting Standards No. 128,  "Earnings
     Per Share":
<TABLE>
<CAPTION>
                             Three Months Ended       Six Months Ended
                            June 30,     June 30,   June 30,     June 30,
                              2004         2003       2004         2003
<S>                       <C>         <C>         <C>         <C>
Weighted average common
 shares outstanding        20,048,000  19,505,000  19,951,000  19,524,000

Effect of dilutive securities:
  Stock options               679,000     740,000     718,000     822,000
                           ----------  ----------  ----------  ----------
Weighted average common
 shares outstanding and
 common share equivalents  20,727,000  20,245,000  20,669,000  20,346,000
                           ==========  ==========  ==========  ==========
</TABLE>

     Stock   options  outstanding  at  June  30,  2004   and   2003,
     aggregating 30,000 and 1,307,000, respectively, have  not  been
     included  in  the  diluted per share calculations  since  their
     effect would be antidilutive.


     4.  Comprehensive Income

       Comprehensive income is comprised of net income,  the  effect
     of foreign currency translation and changes in unrealized gains
     and   losses  on  forward  exchange  contracts  used  to  hedge
     merchandise  commitments.   Comprehensive  income  amounted  to
     $13,950,000  and  $11,950,000 for the six-month  periods  ended
     June 30, 2004 and 2003, respectively.  Comprehensive income for
     the  three-month periods ended June 30, 2004 and 2003  amounted
     to $7,164,000 and $5,777,000, respectively.


     5.   Derivative Instruments and Hedging Activities

          In  the  normal  course of business, the Company  routinely
     enters into forward exchange contracts in anticipation of future
     purchases  of  inventory denominated in  Euros.   These  forward
     exchange  contracts  are  used to hedge  against  the  Company's
     exposure  to  changes in foreign exchange rates to  protect  the
     purchase price of merchandise under such commitments and are not
     held  for the purpose of trading or speculation; therefore,  the
     Company has classified these contracts as cash flow hedges.  The
     Company   had   outstanding  forward   exchange   contracts   of
     $18,000,000 at June 30, 2004 with maturity dates through October
     2004.

     5. Derivative Instruments and Hedging Activities (continued)

       All  terms  and  conditions of the Company's  foreign  exchange
     contracts  are  included in the measurement of the related  hedge
     effectiveness.   The  critical  terms  of  the  foreign  exchange
     contracts are the same as the underlying forecasted transactions;
     therefore, changes in the fair value of the contracts  should  be
     highly effective in offsetting changes in the expected cash flows
     from the forecasted transactions.  No gains or losses related  to
     ineffectiveness of cash flow hedges were recognized  in  earnings
     during the six months ended June 30, 2004.  At June 30, 2004  the
     Company's  notional  $18,000,000 in  forward  exchange  contracts
     resulted in an unrealized gain of approximately $124,000, net  of
     taxes,  which  was included as an addition to other comprehensive
     income  in  the  Company's  Condensed Consolidated  Statement  of
     Changes in Shareholders' Equity and an increase to inventory, the
     underlying exposure on the balance sheet.  The Company expects to
     reclassify  all  of the unrealized gain from other  comprehensive
     income into earnings within the next four month period due to the
     actual  executions  of  foreign exchange  contracts  to  purchase
     merchandise and the ultimate sale of that merchandise.

     6.    Segment Information

       The  Company has three reportable segments: Wholesale, Consumer
     Direct  and  Licensing.  The  Company's  reportable segments  are
     business units that offer different  products  and   services  or
     similar  products  through  different  channels  of distribution.
     The  Wholesale  segment  designs,  sources, and markets  a  broad
     range of quality footwear and handbags for wholesale distribution.
     The Consumer  Direct  segment  markets abroad  selection  of  the
     Company's branded products, including licensee  products for sale
     directly to the consumer through its own channels of distribution,
     which include full  price  retail stores, outlet stores, catalogs
     and  e-commerce  (at  website  addresses  www.kennethcole.com and
     www.reactiononline.com).   The Licensing  segment earns royalties
     on licensee  sales  to  third  parties  of the Company's  branded
     products and royalties  on  the  purchase  and  sale  to  foreign
     retailers or to  consumers  in foreign  countries.   The  Company
     maintains control over quality and  image and   allows  licensees
     to  sell  primarily  to   channels   of distribution the same as,
     similar to or otherwise consistent with  those  of the  Company's
     Wholesale segment. The Company evaluates performance and allocates
     Resources  based  on  profit  or  loss  from  each   segment.  The
     Wholesale segment is evaluated on income  from  operations  before
     income taxes.  The Consumer Direct segment is evaluated  on profit
     or loss from operations before  unallocated corporate overhead and
     income taxes.  The Licensing  segment  is  evaluated  on royalties
     earned  and  pretax  segment profit.    Intersegment sales between
     the Wholesale  and  Consumer Direct   segment  include  a  markup,
     which   is   eliminated    in  consolidation.    Revenues    from
     international customers represent less  than  two  percent of the
     Company's consolidated revenues.

     6.Segment Information (continued)
     Financial  information of the Company's reportable segments  is
     as follows (in thousands):

<TABLE>
<CAPTION>
                                     Three Months Ended
                                        June 30, 2004
                                      Consumer
                           Wholesale   Direct   Licensing   Totals
<S>                     <C>         <C>        <C>        <C>
Revenues from external    58,920     44,800     9,337      113,057
 customers
Intersegment revenues      7,702                             7,702
Segment income (1)(2)      4,307      3,471     7,910       15,688
Segment assets           243,299     49,185     3,169      295,653

                                     Three Months Ended
                                        June 30, 2003
                                      Consumer
                           Wholesale   Direct   Licensing   Totals
<S>                     <C>         <C>        <C>        <C>
Revenues from external    48,609     39,487     8,832       96,928
 customers
Intersegment revenues      6,597                             6,597
Segment income (1)         5,114        (43)    8,350       13,421
Segment assets           206,185     48,002     3,933      258,120

                                      Six Months Ended
                                        June 30, 2004
                                      Consumer
                           Wholesale   Direct   Licensing   Totals
<S>                     <C>         <C>        <C>        <C>
Revenues from external   131,257     85,814     18,363     235,434
 customers
Intersegment revenues     15,890                            15,890
Segment income (1)(2)     12,468      3,820     15,307      31,595

                                      Six Months Ended
                                        June 30, 2003
                                      Consumer
                           Wholesale   Direct   Licensing   Totals
<S>                     <C>         <C>        <C>        <C>
Revenues from external   118,160     72,053     16,839     207,052
 customers
Intersegment revenues     13,842                            13,842
Segment income (1)        15,907     (3,159)    14,344      27,092
</TABLE>

(1)  Before elimination of intersegment profit, unallocated corporate overhead
  and income taxes.
(2)  Included in the Wholesale segment during the three-months ended June 30,
2004 were $1.1 million in severance    and other costs to close the Company's
east coast distribution facility and transfer the operations to a third-party
service provider.

The  reconciliation of the Company's reportable segment revenues,  profit  and
loss, and assets are as follows (in thousands):
<TABLE>
<CAPTION>
                            Three Months Ended      Six Months Ended
                           June 30,     June 30,   June 30,    June 30,
                             2004         2003       2004        2003
<S>                          <C>       <C>        <C>       <C>
Revenues
Revenues for external
 customers                    $113,057  $ 96,928   $235,434  $207,052
Intersegment revenues            7,702     6,597     15,890    13,842
Elimination  of
intersegment revenues           (7,702)   (6,597)   (15,890)  (13,842)
                              --------  --------   --------  --------
 Total consolidated revenues  $113,057  $ 96,928   $235,434  $207,052
                              ========  ========   ========  ========
Income
Total profit for
 reportable segments          $ 15,688  $ 13,421   $ 31,595  $ 27,092
Elimination of intersegment
 profit and unallocated
 corporate overhead             (4,354)   (3,802)    (8,336)   (7,380)
                              --------  --------   --------  --------
  Total income before
   income taxes               $ 11,334  $  9,619   $ 23,259  $ 19,712
                              ========  ========   ========  ========
Assets
Total assets for
reportable segments           $295,653  $258,120
Elimination of intersegment
 inventory profit               (2,441)   (1,913)
                              --------  --------
 Total consolidated assets    $293,212  $256,207
                              ========  ========
</TABLE>


7.Common Stock Repurchase

             The  Board  of  Directors of the Company has  authorized
management  to  repurchase, from time to time,  up  to  an  aggregate
4,250,000  shares of the Company's Class A Common Stock.  During  the
six  months  ended June 30, 2004, no shares were repurchased  in  the
open market leaving the available shares authorized for repurchase at
1,361,000.   The  repurchased shares have been recorded  as  Treasury
Stock.

8.Licensing Agreement

      On  May  1, 2003, the Company entered into an exclusive license
agreement  with Candies, Inc. and its trademark holding  company,  IP
Holdings,  LLC, ("Candies") to use the Bongo trademark in  connection
with  worldwide manufacture, sale and distribution of women's,  men's
and children's footwear.  The Chief Executive Officer and Chairman of
Candies  is the brother of the Company's Chief Executive Officer  and
Chairman.  The initial term of the agreement is through December  31,
2007, with options to renew through December 31, 2016 based upon  the
Company reaching certain sales thresholds.  During these periods, the
Company  is obligated to pay Candies a percentage of net sales  based
upon  the terms of the agreement.  The Company recorded approximately
$238,000  and $566,000 in royalty and advertising expense to  Candies
for  the three and six months ended June 30, 2004, respectively.  The
Company  recorded  approximately $50,000 in royalty  and  advertising
expense to Candies for the three months ended June 30, 2003.
9.New York Office Building Purchase

      The  Company  entered into an agreement on April  21,  2004  to
purchase the office building that it is currently leasing for its New
York City worldwide headquarters for approximately $24 million.   The
closing  date  must  occur within twenty-three months,  the  specific
timing  to be determined by the parties, based on the ability of  the
current  landlord  to  satisfy certain terms and  conditions  of  the
agreement.

10.Severance

      In  conjunction with the Company's decision to close  its  east
coast distribution center and transfer the operation to a third-party
service  provider,  the  Company entered into  a  shutdown  agreement
during  April  2004,  with  a local affiliate  of  the  International
Leather Goods, Plastics, Handbags and Novelty Workers Union, Local  I
Division  of  Local 342-50 United Food and Commercial Workers  Union,
which  provided  for,  among  other things,  severance  payments  for
employees  covered  by the expiring collective bargaining  agreement.
In   connection   with   this  transition,   the   Company   incurred
approximately  $1.1  million in aggregate costs, including  severance
from  the  aforementioned  agreement, the  write-off  of  unamortized
leasehold improvements and moving costs during the three months ended
June  30, 2004.   These costs were expensed as incurred in accordance
with  SFA's  No. 146 "Accounting for Costs Associated  with  Exit  or
Disposal  Activity"  within the selling, general  and  administrative
expenses  caption on the face of the condensed consolidated statement
of income.



11.Reclassifications

  Certain   amounts   included  in  the  Company's   2003   financial
statements  have been reclassified to conform to the  June  30,  2004
presentation.

12.Other

     The  Company,  from time to time, is a party to litigation  that
arises  in the normal course of its business operations.  The Company
presently  is  not a party to any such litigation that would  have  a
material adverse effect on its business operations.

13.Subsequent Event

     On July 27, 2004, the Board of Directors of the Company declared
a  quarterly cash dividend of $.14 per share payable on September 15,
2004,  to  shareholders of record at the close of business on  August
24, 2004.
<PAGE>
Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS

Forward-Looking Statements Disclosure

     The statements contained in this report which are not historical
facts,  including,  without  limitation, statements  that  relate  to
future   performance  and/or  statements  regarding   the   Company's
anticipated results or level of business for 2004 or any other future
period,  may  be  deemed  to constitute "forward-looking  statements"
within the meaning of the Private Securities Litigation Reform Act of
1995.   Such statements are based on current expectations  only,  and
actual future results might differ materially from those projected in
such   statements  due  to  a  number  of  risks  and  uncertainties,
including,  but  not  limited  to, demand  and  competition  for  the
Company's   products,  the  ability  to  enter  into   new   licensee
agreements,  to maintain and renew existing licensing agreements  and
to open new stores, dependence on certain large customers and changes
in the Company's relationships with vendors and other resources.  The
forward-looking statements contained herein are also subject to other
risks  and uncertainties that are described in the Company's  reports
and  registration statements filed with the Securities  and  Exchange
Commission.  The Company undertakes no obligation to publicly  update
or  revise any forward-looking statement, whether as a result of  new
information, future results or otherwise.

Update on Critical Accounting Policies

      The Company's consolidated financial statements are prepared in
accordance  with  accounting principles  generally  accepted  in  the
United  States,  which require the Company to make estimates  in  the
application of its accounting policies based on the best assumptions,
judgments and opinions of management.  For a description of a summary
of  the Company's significant accounting policies, see Note A to  the
Company's consolidated financial statements included in the Company's
annual report on Form 10-K for the year ended December 31, 2003.

Overview

      Kenneth Cole Productions, Inc., designs, sources and markets  a
broad  range  of fashion footwear and handbags, and, through  license
agreements,  designs  and markets apparel and accessories  under  its
Kenneth  Cole  New  York, Reaction Kenneth Cole  and  Unlisted  brand
names.  During 2003, the Company added the Bongo trademark brand  for
footwear  through  a  license agreement.  In  addition,  the  Company
designs and sources footwear and handbags for its customers under its
customer's  own trademarks.  The Company's products are  targeted  to
appeal  to  fashion conscious consumers, reflecting  a  casual  urban
perspective and a lifestyle uniquely associated with Kenneth Cole.

      The  Company markets its products to more than 7,500 department
and specialty store locations, as well as through its Consumer Direct
business,  which  includes an expanding base  of  retail  and  outlet
stores, consumer catalogs and interactive websites, including  online
e-commerce.

      The  popularity of the Kenneth Cole brand names among consumers
has  enabled the Company to expand its product offerings and channels
of distribution through licensing agreements and offers through these
agreement   a  lifestyle  collection  of  men's  product   categories
including  tailored clothing, dress shirts, dress pants,  sportswear,
neckwear, briefcases, portfolios, jewelry, fragrance, belts,  leather
and  fabric outerwear, sunglasses, optical eyewear, watches, luggage,
hosiery   and  small  leather  goods.   Women's  product   categories
currently   being   sold  pursuant  to  license  agreements   include
sportswear,  small leather goods, belts, scarves and wraps,  hosiery,
leather  and fabric outerwear, sunglasses, optical eyewear,  watches,
jewelry, fragrance, swimwear, and luggage.  In addition, the  Company
licenses children's apparel under the Reaction Kenneth Cole brand.

      The  Company recorded revenues of $113.1 million for the  three
months  ended  June  30, 2004, a 16.6% increase over  the  comparable
period  in  the prior year and earnings per fully diluted share  grew
13.3% to $0.34 from $0.30 in the year-ago quarter.  The Company  also
recorded revenues of $235.4 million for the six months ended June 30,
2004,  a 13.7% increase over the comparable period in the prior  year
and  earnings per share grew 14.3% to $0.70 from $0.61 in  the  prior
comparable  year.   The  Company's  Balance  Sheet  reflected  $116.8
million  in  cash  and  no debt as of June  30,  2004.   The  Company
continues  to focus on designing and delivering excellent and  timely
products, creating efficient and compelling retail environments,  and
continuing  close  partnerships with its licensees  to  ensure  brand
quality   and  distribution  integrity.   Additionally,  the  Company
continues  to concentrate on cost reduction strategies and  inventory
control.



Results of Operations

     The   following   table  sets  forth  the  Company's   condensed
consolidated statements of income in thousands of dollars  and  as  a
percentage  of net revenues for the three and six months  ended  June
30, 2004 and June 30, 2003.
<TABLE>
<CAPTION>
                       Three Months Ended              Six Months Ended
                             June 30,                      June 30,
                      2004            2003           2004            2003
<S>            <C>      <C>    <C>      <C>    <C>      <C>    <C>      <C>
Net sales       $103,720  91.7% $ 88,096  90.9% $217,071  92.2% $190,213  91.9%
Royalty revenue    9,337   8.3     8,832   9.1    18,363   7.8    16,839   8.1
                -------- ------ -------- ------ -------- ------ -------- ------
Net revenues     113,057 100.0    96,928 100.0   235,434 100.0   207,052 100.0
Gross profit(1)   51,374  45.4    43,991  45.4   103,842  44.1    91,573  44.2

Selling, general
 & administrative
 expenses         40,382  35.7    34,622  35.7    81,174  34.5    72,353  34.9
                -------- ------ -------- ------ -------- ------ -------- ------
Operating income  10,992   9.7     9,369   9.7    22,668   9.6    19,220   9.3

Interest
 income, net         342   0.3       250   0.3       591   0.3       492   0.2
                -------- ------ -------- ------ -------- ------ -------- ------
Income before
 income taxes     11,334  10.0     9,619  10.0    23,259   9.9    19,712   9.5
Income tax expense 4,307   3.8     3,559   3.7     8,839   3.8     7,293   3.5
                -------- ------ -------- ------ -------- ------ -------- ------
Net income         7,027   6.2     6,060   6.3    14,420   6.1    12,419   6.0
                ======== ====== ======== ====== ======== ====== ======== ======
</TABLE>
(1)  Gross Profit may not be comparable to other entities, since some
entities  include the costs related to their distribution network  in
cost  of  goods  sold and others entities, similar  to  the  Company,
exclude  these costs from gross profit, including them instead  in  a
line item such as selling, general and administrative expenses.


Three Months Ended June 30, 2004 Compared to Three Months Ended  June
30, 2003

REVENUES:   Consolidated  net revenues increased  $16.1  million,  or
16.6%,  to  $113.1 million for the three months ended June  30,  2004
from  $96.9  million for the three months ended June 30,  2003.   The
increase   in  revenues  spanned  all  of  the  Company's   segments:
Wholesale, Consumer Direct, and Licensing as further described  below
in the sections entitled "Net Sales" and "Licensing Revenue".

NET  SALES:  Wholesale net sales (excluding sales  to  the  Company's
Consumer  Direct business segment) increased $10.3 million, or  21.2%
for  the three months ended June 30, 2004 to $58.9 million from $48.6
million  for the three months ended June 30, 2003.  This increase  is
primarily  attributable  to an increase in  sales  of  the  Company's
women's footwear businesses of approximately 35.5% across all  brands
and  its'  handbag businesses.  The Company believes the increase  is
attributable  to  strengthening sell-thrus at  retail  from  enhanced
customer  acceptance  of product design and successful  merchandising
initiatives coming to fruition in the handbag business.

Net  sales  in  the Company's Consumer Direct segment increased  $5.3
million,  or 13.5%, to $44.8 million for the three months ended  June
30, 2004 from $39.5 million for the three months ended June 30, 2003.
The  increase  in  net  sales  is due primarily  to  an  increase  in
comparable  store  sales of 6.4% or $2.4 million, as  well  as,  $2.9
million  in sales from new stores opened in 2004 and that portion  of
2004 sales for stores not open for all of 2003.  The Company believes
this  increase is due in part to the economic recovery generally seen
throughout  the retail and apparel industry, the Company's increasing
use of "test and react" programs and direct merchandising initiatives
at its outlets.

LICENSING  REVENUE:  Royalty revenue increased 5.7% to  $9.3  million
for  the  three months ended June 30, 2004 from $8.8 million for  the
three months ended June 30, 2003.   This growth in licensing revenues
was driven by new licensees such as swimwear, and men's casual pants,
and  an increase from women's sportswear.  On a comparable basis, the
increase as a percentage of revenue was reduced by a one-time payment
related to the transfer of the Company's fragrance license during the
three-months ended June 30, 2003.

GROSS  PROFIT:   Consolidated gross profit, as a  percentage  of  net
revenues,  remained  consistent at 45.4% for the three  months  ended
June 30, 2004 and 2003, respectively.  Margins remained comparable on
a  consolidated basis as a result of decreased gross  margin  in  the
Wholesale  segment  offset  by increased margin  on  Consumer  Direct
segment sales. The Company believes the strong gross profit from  its
Consumer  Direct segment resulted from direct merchandise initiatives
at  the  outlet stores and continued focus on wear-now products  that
limit  vulnerability  of  the  mix of products  without  compromising
fashion and excitement.  The decrease in Wholesale margin is a result
of  lower initial mark-ups on products sourced in Europe due  to  the
rise in the Euro against the U.S. dollar and the mix of the segment's
business.   Changes  in the mix of the Company's  revenues  from  its
Wholesale,  Consumer  Direct, and Licensing  segments  also  affected
consolidated gross margins.  The Wholesale segment, which operates at
a  lower  gross profit level than the Consumer Direct segment,  as  a
percentage  of  net revenue increased to 52.1% for  the  three-months
ended  June 30, 2004 from 50.1% for the three-months ended  June  30,
2003,  while  the  Consumer Direct segment as  a  percentage  of  net
revenue  decreased to 39.6% for the three-months ended June 30,  2004
from  40.7%  for  the three-months ended June 30, 2003.  Furthermore,
Licensing segment revenues, which carry a nominal cost of goods sold,
decreased as a percentage of net revenue to 8.3% for the three-months
ended  June  30, 2004 from 9.1% for the three-months ended  June  30,
2003.

SELLING,  GENERAL AND ADMINISTRATIVE EXPENSES:  Selling, general  and
administrative   expenses,   including  shipping   and   warehousing,
increased 16.6% to $40.4 million (or 35.7% of net revenues)  for  the
three months ended June 30, 2004 from $34.6 million (or 35.7% of  net
revenues) for the three months ended June 30, 2003.  Expenses,  as  a
percentage  of  net  revenues, remained comparable  as  a  result  of
efficiencies  created by revenue growth offset by the one-time  costs
associated  with closing and transition of the Company's  east  coast
distribution   center   to   a  third-party   service   provider   of
approximately $1.1 million.

INTEREST  AND  OTHER INCOME:  Interest and other income increased  to
$342,000  for the three months ended June 30, 2004 from $250,000  for
the  three months ended June 30, 2003.  The increase is due to higher
average cash balances and an improved rate of return on the Company's
investments.

INCOME  TAXES:   The Company's effective tax rate  has  increased  to
38.0%  for  the three months ended June 30, 2004 from 37.0%  for  the
three-months ended June 30, 2003 as a result of changes in  tax  laws
from  state  and local jurisdictions to which the Company's  earnings
are subject.

NET INCOME:  As a result of the foregoing, net income increased 16.0%
for the three months ended June 30, 2004 to $7.0 million (6.2% of net
revenues)  from  $6.1 million (6.3% of net revenues)  for  the  three
months ended June 30, 2003.

Six months Ended June 30, 2004 Compared to Six Months Ended June 30,
2003

REVENUES:   Consolidated  net  revenues  increased  13.7%  to  $235.4
million  for  the six months ended June 30, 2004 from $207.1  million
for   the  six  months  ended  June  30,  2003.   This  increase   is
attributable primarily to the factors described below in the sections
entitled "Net Sales" and "Licensing Revenue."

NET  SALES:  Wholesale net sales (excluding sales  to  the  Company's
Consumer  Direct business segment) increased $13.1 million  or  11.1%
for  the six months ended June 30, 2004 to $131.3 million from $118.2
million for the six months ended June 30, 2003.   The increase is due
primarily  to  increased  sales from the Company's  women's  footwear
business  of approximately 18.5% and in its handbag businesses.   The
Company sells its products under several trademarks at varying  price
ranges   to   multiple  demographics  through  several   distribution
channels. The Company believes this mix and the strengthening of sell-
thrus  at  retail from customer acceptance has improved the Company's
Wholesale net sales.

Net  sales  in the Company's Consumer Direct segment increased  $13.8
million  or 19.1% to $85.8 million for the six months ended June  30,
2004  compared  to $72.1 million for the six months  ended  June  30,
2003.  The  increase in net sales is due to an increase in comparable
store  sales  of  11.7% or $8.0 million, as well as $5.0  million  in
sales  from new stores opened in 2004 and that portion of 2004  sales
for  stores  not open for all of 2003.  The remaining sales  of  $0.8
million  were  primarily from sales of the Company's  Corporate  Gift
Program  operations.  The Company believes the increase in net  sales
in  the  Consumer  Direct  segment is due in  part  to  the  economic
strengthening  generally  seen  throughout  the  retail  and  apparel
industry,  direct merchandising initiatives at its  outlets  and  the
increasing use of "test and react" programs.

LICENSING  REVENUE:  Royalty revenue increased 9.1% to $18.4  million
for the six months ended June 30, 2004 from $16.8 million for the six
months  ended June 30, 2003. This increase is attributable  primarily
to  the  incremental  minimum royalties from the  Company's  existing
licensees,  most  significantly  women's  apparel,  as  well  as  new
revenues from the Company's casual pants licensee.

GROSS  PROFIT:   Consolidated gross profit as  a  percentage  of  net
revenues  decreased to 44.1% for the six months ended June  30,  2004
from 44.2% for the six months ended June 30, 2003.  Higher margins in
the  Consumer  Direct segment and an increase in  the  percentage  of
revenue  contributed by the Consumer Direct segment  were  offset  by
decreased  margin  within  the Wholesale  segment.   Consumer  Direct
segment  margins  increased  from merchandising  initiatives  at  its
outlet stores and new assortments focusing on wear-now products  that
limit  vulnerability  of  the  mix of products  without  compromising
fashion and excitement.  The Wholesale segment as a percentage of net
revenues  decreased to 55.8% for the six months ended June  30,  2004
from 57.1% for the six months ended June 30, 2003, while the Consumer
Direct  segment  which operates at a higher gross  profit  percentage
increased as a percentage of net revenues to 36.4% for the six months
ended  June  30,  2004 from 34.8% for the six months ended  June  30,
2003.  In the Wholesale segment the continued weak US dollar compared
to  the  Euro  reduced initial mark-ups, and the  sales  mix  shifted
toward  lower  margin products.  The Company believes  it  has  taken
appropriate measures to address these issues.

SELLING,  GENERAL AND ADMINISTRATIVE EXPENSES:  Selling, general  and
administrative   expenses,   including  shipping   and   warehousing,
increased 12.2% to $81.2 million (or 34.5% of net revenues)  for  the
six  months ended June 30, 2004 from the $72.4 million (or  34.9%  of
net  revenues) for the six months ended June 30, 2003.  The  decrease
as a percentage of revenues is attributable to the Company's leverage
on  increased sales, particularly in the Consumer Direct segment, and
to  cost  control  strategies in marketing, payroll, and  operations.
These improvements were offset by approximately $1.1 million of  one-
time  costs  associated with closing and transition of the  Company's
east coast distribution facility to a third-party service provider.

INTEREST  AND  OTHER INCOME:  Interest and other income increased  to
$591,000  for  the six months ended June 30, 2004 from  approximately
$492,000 for the six months ended June 30, 2003.  The increase is the
result of higher average cash balances and higher rates of return  on
investments.

INCOME  TAXES:  The Company's effective tax rate increased  to  38.0%
for  the six-month period ended June 30, 2004 from 37.0% in the  six-
month  period ended June 30, 2003 as a result of changes in tax  laws
from  state  and local jurisdictions to which the Company's  earnings
are subject.

NET INCOME:  As a result of the foregoing, net income increased 16.1%
for  the six months ended June 30, 2004 to $14.4 million (6.1% of net
revenues)  from  $12.4  million (6.0% of net revenues)  for  the  six
months ended June 30, 2003.



Liquidity and Capital Resources

     The  Company uses cash from operations as the primary source  of
financing   for  its  expansion  and  seasonal  requirements.    Cash
requirements vary from time to time as a result of the timing of  the
receipt of merchandise from suppliers, the delivery by the Company of
merchandise  to  its customers, and the level of accounts  receivable
and  due  from  factors balances.  At June 30, 2004 and December  31,
2003   working  capital  was  $171.3  million  and  $154.2   million,
respectively.

     Cash provided by operating activities was $10.1 million for  the
six months ended June 30, 2004, compared to $17.1 million provided by
operating  activities for the six months ended June  30,  2003.   The
decrease in cash flow from operations is primarily attributable to an
increase  in  inventory  and the timing of payables  and  receivables
offset by an increase in net income.

     Net cash used in investing activities increased $0.8 million for
the  six  months ended June 30, 2004 from $3.1 million  for  the  six
months  ended June 30, 2003 to $3.9 million for the six months  ended
June  30,  2004.  Investing activities for the six months ended  June
30,  2004 and 2003 were primarily for capital expenditures.   Capital
expenditures  for  new  retail  store openings  and  expansions  were
approximately $2.2 million and $1.4 million for the six months  ended
June  30,  2004  and  June  30,  2003, respectively.   The  remaining
expenditures  were  used  primarily for  information  technology  and
office build-out and renovations.

     Net  cash used in financing activities was $0.4 million for  the
six  months ended June 30, 2004 compared to the $3.1 million used  in
financing activities for the six months ended June 30, 2003.   During
the three-months ended June 30, 2004, the Company declared and paid a
quarterly cash dividend of approximately $4.8 million to common stock
shareholders,  which  were offset by proceeds from  the  exercise  of
stock options of $4.3 million.  During the six-months ended June  30,
2003,  the  Company  used approximately $4.5  million  to  repurchase
shares of Class A Common Stock under its buy-back program, offset  by
$1.4 million in proceeds from the exercise of stock options.

The  Company's  material  obligations under  contractual  agreements,
including  commitments  for  future payments  under  operating  lease
agreements  and  contractual agreements  as  of  June  30,  2004  are
summarized as follows:
<TABLE>
<CAPTION>
                                 Payments Due by Period
                  1 year or      2-3         4-5      After 5
                    less        years       years       years        Total
<S>             <C>         <C>         <C>         <C>         <C>
Operating leases
and other contractual
obligations      $25,695,000 $74,921,000 $45,481,000 $92,399,000 $238,496,000
                 ----------- ----------- ----------- ----------- ------------
Total contractual
 obligations     $25,695,000 $74,921,000 $45,481,000 $92,399,000 $238,496,000
                 =========== =========== =========== =========== ============
</TABLE>

     The  Company entered into an agreement in April 2004 to purchase
the  office building that it currently leases for its New  York  City
worldwide  headquarters for approximately $24 million.   The  closing
date  will  occur within twenty-three months based on the ability  of
the  current landlord to satisfy certain terms and conditions of  the
agreement.   This  amount has been included in the  tabular  form  of
commitments denoted above.

     The  Company  currently has a line of credit, which  allows  for
borrowings and letters of credit up to a maximum of $25.0 million  to
finance working capital requirements.  The Company has no outstanding
advances under this line of credit; however, amounts available  under
the line of credit were reduced by $6.5 million in standby letters of
credit and $1.6 million in open letters of credit to $16.9 million at
June 30, 2004.

     The  Company believes that it will be able to satisfy  its  cash
requirements for the next year, including requirements for its retail
expansion, office build-out, and renovations and/or office  purchase,
dividend  payments  and  enhancements  to  its  information  systems,
primarily with cash flow from operations and current cash levels.

           The  foregoing  commentary should be  considered  to  fall
within  the coverage of the "Safe Harbor Statement" under the Private
Securities Litigation reform Act of 1995 included in this report.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

     The  Company  does  not  believe it has a material  exposure  to
market  risk.  The Company is primarily exposed to currency exchange-
rate risks with respect to its inventory transactions denominated  in
Euros.   Business activities in various currencies expose the Company
to the risk that the eventual net dollar cash flows from transactions
with  foreign  suppliers  denominated in foreign  currencies  may  be
adversely affected by changes in currency rates.  The Company manages
these  risks by utilizing foreign exchange forward contracts to hedge
its  cost  on  future  purchases.  The Company does  not  enter  into
foreign currency transactions for speculative purposes.   At June 30,
2004,  the  Company  had  foreign exchange contracts  totaling  $18.0
million in notional value with an unrealized gain of $124,000, net of
taxes.  The  Company's earnings may also be affected  by  changes  in
short-term interest rates as a result of borrowings under its line of
credit  facility.  At the Company's borrowing levels; a  two  percent
increase  in  interest rates affecting the Company's credit  facility
would  not  have a material effect on the Company's year-to-date  and
projected 2004 and actual 2003 net income.


Item 4.  Controls and Procedures

Evaluation of disclosure controls and procedures

      The  Company's  chief  executive officer  and  chief  financial
officer,   after  evaluating  the  effectiveness  of  the   Company's
"disclosure  controls and procedures" (as defined in Rules  13a-15(e)
or  15d-15(e) of the Securities Exchange Act of 1934, as amended)  as
of  the  end  of  the period covered by this quarterly  report,  have
concluded that the Company's disclosure controls and procedures  were
effective  and designed to ensure that material information  relating
to  the Company and the Company's consolidated subsidiaries would  be
made  known  to them by others within those entities to allow  timely
decisions regarding required disclosures.

Changes in internal controls

      During  the  Company's most recent fiscal quarter,  no  changes
occurred  in the Company's internal control over financial  reporting
that have materially affected, or are reasonably likely to materially
affect, the Company's control over financial reporting.




Part II - OTHER INFORMATION

Item 1. Legal Proceedings.   None

Item 2.Changes in Securities, Use of Proceeds and Issuer Purchases of
Equity Securities. None

Item 3. Defaults Upon Senior Securities. None

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

     (a) Kenneth Cole Productions, Inc. Annual Meeting of
Shareholders was
          held on May 27, 2004.

       (b)Election  of Directors - All nominees were elected  through
       proxies  solicited  pursuant  to  Regulation  14A  under   the
       Securities  and Exchange Act of 1934, as amended.   There  was
       no  solicitation  in  opposition to management's  nominees  as
       listed  in the Proxy Statement, and each of the nominees  were
       elected  to  hold  office  until the next  Annual  Meeting  of
       Shareholders.

     (c)  Matters  voted  on  at the Annual Meeting  of  Shareholders
       included,   (i)  the  election  of  directors,  (ii)   the   r
       atification  of  the  selection  of  the  independent   public
       accountants  for the 2004 fiscal year, (iii) the  ratification
       of  the  Kenneth  Cole Productions, Inc. 2004 Stock  Incentive
       Plan   and   (iv)  the  ratification  of  the   Kenneth   Cole
       Productions, Inc. 2004 Bonus Plan.

     The results of the election of directors were as follows:

                          FOR     AGAINST/ABSTAIN   BROKER NON-VOTE

     Paul Blum          87,317,876   3,910,901            0
     Kenneth D. Cole    87,346,692   3,882,085            0
     Robert C. Grayson   9,245,061     528,746            0
     Denis F. Kelly      9,255,391     518,416            0
     Stanley A. Mayer   87,317,876   3,910,901            0
     Philip B. Miller   90,706,045     522,732            0

     Holders  of  11,789,828  shares of Class  A  Common  Stock,  and
     8,145,497   shares   of  Class  B  Common  Stock,   constituting
     approximately 98.0% of the shares entitled to vote, were present
     in  person  or  by proxy at the Annual Meeting of  Shareholders.
     Each  record holder of Class A Common Stock is entitled  to  one
     vote  per share, and each record holder of Class B Common  Stock
     is  entitled to 10 votes per share.  Holders of Class  A  Common
     Stock  voted  separately to elect Robert C.  Grayson  and  Denis
     Kelly.




With regard to the ratification of the appointment of Ernst & Young
LLP as the Company's independent certified public accountants, the
results were as follows:

                FOR        AGAINST       ABSTAIN   BROKER NON-VOTE
            91,144,331      69,969        14,477          0


With regard to the ratification of the Kenneth Cole Productions, Inc.
2004 Stock Incentive Plan, the results were as follows:

               FOR         AGAINST       ABSTAIN   BROKER NON-VOTE
            82,505,486    6,961,041       17,732       1,744,518

With regard to the ratification of the Kenneth Cole Productions, Inc.
2004 Stock Bonus Plan, the results were as follows:

               FOR         AGAINST       ABSTAIN   BROKER NON-VOTE
            89,076,189      389,534       18,536       1,744,518

Item 5.                            Other Information. None

Item 6.   Exhibits and Reports on Form 8-K.

     (a) Exhibits:

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

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

          32.1 Certification: Pursuant to 10 U.S.C. Section 1350, as
          adopted pursuant to Section  906 of the Sarbanes-Oxley Act
          of 2002- Chief Executive Officer

          32.2 Certification: Pursuant to 10 U.S.C. Section 1350, as
          adopted pursuant to Section  906 of the Sarbanes-Oxley Act
          of 2002- Chief Financial Officer


     (b) Reports on Form 8-K:

          (i)  The Company filed a report on For 8-K on April 28,
          2004 in conjunction with the announcement of the Company's
          results for the quarter ended March 31, 2004.

          (ii)  The Company filed a report on Form 8-K on June 24,
          2004 announcing the Company's planned role change of Stan
          Mayer and announcing David Edelman as the Company's new
          Chief Financial Officer.



<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.


                                   Kenneth Cole Productions, Inc.
                                   Registrant




August 5, 2004                     /s/ DAVID P. EDELMAN
                                   David P. Edelman
                                   Chief Financial Officer





<PAGE>

                                                         Exhibit 31.1

              CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Kenneth D. Cole, certify that:

1.  I have reviewed this quarterly report on Form 10-Q being filed by
Kenneth Cole Productions, Inc.;

2.   Based  on my knowledge, the report does not contain  any  untrue
statement  of  a  material  fact or omit to  state  a  material  fact
necessary  to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by the report;

3.   Based  on  my  knowledge, the financial  statements,  and  other
financial information included in the report, fairly present  in  all
material respects the financial condition, results of operations  and
cash flows of the registrant as of, and for, the periods presented in
the report;

4.   The  registrant's other certifying officer and I are responsible
for  establishing and maintaining disclosure controls and  procedures
(as  defined  in  Exchange  Act Rules 13a-15(e)  and  15d-15(e))  and
internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

i.      Designed such disclosure controls and procedures,  or  caused
such  disclosure  controls and procedures to be  designed  under  our
supervision  to  ensure  that material information  relating  to  the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this quarterly report is being prepared;

ii    .Evaluated  the  effectiveness of the  registrant's  disclosure
controls  and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as
of  the  end  of  the  period covered by this report  based  on  such
evaluation; and

iii.      Disclosed  in  this report any change in  the  registrant's
internal  control over financial reporting that occurred  during  the
registrant's most recent fiscal quarter that has materially affected,
or  is  reasonably  likely  to materially  affect,  the  registrant's
internal control over financial reporting; and

5.   The  registrant's other certifying officer and I have disclosed,
based  on  our  most  recent  evaluation  of  internal  control  over
financial  reporting,  to the registrant's  auditors  and  the  audit
committee  of  the  registrant's  board  of  directors  (or   persons
performing the equivalent functions):

i.      All  significant deficiencies and material weaknesses in  the
design  or  operation  of internal control over  financial  reporting
which  are  reasonably  likely to adversely affect  the  registrant's
ability   to   record,  process,  summarize  and   report   financial
information; and

ii.  Any fraud, whether or not material, that involves management  or
other  employees  who  have a significant role  in  the  registrant's
internal control over financial reporting.




                                    By:  /s/ KENNETH D. COLE
                                    --------------------------

                                    Kenneth D. Cole
                                    Chief Executive Officer



Date:  August 5, 2004

<PAGE>

                                                         Exhibit 31.2

              CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, David P. Edelman, certify that:

1.  I have reviewed this quarterly report on Form 10-Q being filed by
Kenneth Cole Productions, Inc.;

2.    Based  on my knowledge, the report does not contain any  untrue
statement  of  a  material  fact or omit to  state  a  material  fact
necessary  to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by the report;

3.   Based  on  my  knowledge, the financial  statements,  and  other
financial information included in the report, fairly present  in  all
material respects the financial condition, results of operations  and
cash flows of the registrant as of, and for, the periods presented in
the report;

4.   The  registrant's other certifying officer and I are responsible
for  establishing and maintaining disclosure controls and  procedures
(as  defined  in  Exchange  Act Rules 13a-15(e)  and  15d-15(e))  and
internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

i.      Designed such disclosure controls and procedures,  or  caused
such  disclosure  controls and procedures to be  designed  under  our
supervision  to  ensure  that material information  relating  to  the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this quarterly report is being prepared;

ii.        Evaluated the effectiveness of the registrant's disclosure
controls  and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as
of  the  end  of  the  period covered by this report  based  on  such
evaluation; and

iii.       Disclosed  in this report any change in  the  registrant's
internal  control over financial reporting that occurred  during  the
registrant's most recent fiscal quarter that has materially affected,
or  is  reasonably  likely  to materially  affect,  the  registrant's
internal control over financial reporting; and

5.   The  registrant's other certifying officer and I have disclosed,
based  on  our  most  recent  evaluation  of  internal  control  over
financial  reporting,  to the registrant's  auditors  and  the  audit
committee  of  the  registrant's  board  of  directors  (or   persons
performing the equivalent functions):

i.      All  significant deficiencies and material weaknesses in  the
design  or  operation  of internal control over  financial  reporting
which  are  reasonably  likely to adversely affect  the  registrant's
ability   to   record,  process,  summarize  and   report   financial
information; and

ii.  Any fraud, whether or not material, that involves management  or
other  employees  who  have a significant role  in  the  registrant's
internal control over financial reporting.




                                    By:  /s/ DAVID P. EDELMAN
                                    --------------------------

                                    David P. Edelman
                                    Chief Financial Officer



Date:  August 5, 2004

<PAGE>

                                                         Exhibit 32.1
                      CERTIFICATION PURSUANT TO
                       18 U.S.C. SECTION 1350,
                       AS ADOPTED PURSUANT TO
            SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In  connection with the Quarterly Report of Kenneth Cole Productions,
Inc. (the "Company") on Form 10-Q for the period ending June 30, 2004
as  filed  with the Securities and Exchange Commission  on  the  date
hereof  (the  "Report"),  I,  Kenneth D.  Cole,  Chairman  and  Chief
Executive  Officer of the Company, certify, pursuant to 18  U.S.C.
1350, as adopted pursuant to  906 of the Sarbanes-Oxley Act of 2002,
that:
           (1)  The  Report  fully complies with the requirements  of
Section  13(a) or 15(d) of the Securities Exchange Act  of  1934,  as
amended; and
            (2)  The  information  contained  in  the  Report  fairly
presents,  in  all  material respects, the  financial  condition  and
results of operations of the Company.

/s/ KENNETH D. COLE
-------------------
Kenneth D. Cole
Chairman and Chief Executive Officer
Kenneth Cole Productions, Inc.
August 5, 2004
                                                         Exhibit 32.2
                      CERTIFICATION PURSUANT TO
                       18 U.S.C. SECTION 1350,
                       AS ADOPTED PURSUANT TO
            SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection with the Quarterly Report of Kenneth Cole Productions,
Inc. (the "Company") on Form 10-Q for the period ending June 30, 2004
as  filed  with the Securities and Exchange Commission  on  the  date
hereof  (the "Report"), I, David P. Edelman, Chief Financial  Officer
of  the  Company, certify, pursuant to 18 U.S.C. 1350,  as  adopted
pursuant to  906 of the Sarbanes-Oxley Act of 2002, that:
           (1)  The  Report  fully complies with the requirements  of
Section  13(a) or 15(d) of the Securities Exchange Act  of  1934,  as
amended; and
            (2)  The  information  contained  in  the  Report  fairly
presents,  in  all  material respects, the  financial  condition  and
results of operations of the Company.

/s/ DAVID P. EDELMAN
--------------------
David P. Edelman
Chief Financial Officer
Kenneth Cole Productions, Inc.
August 5, 2004