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 September 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                                November 4, 2004
Class A Common Stock ($.01 par value)            12,127,333
Class B Common Stock ($.01 par value)             8,055,497

<PAGE>

                   Kenneth Cole Productions, Inc.
                            Index to 10-Q


Part I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

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

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

   Condensed Consolidated Statement of Changes in Shareholders' Equity for the
   nine month period ended September 30, 2004................................ 6

   Condensed Consolidated Statements of Cash Flows for the nine-month periods
   ended September 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........................................................17

Item 3. Quantitative and Qualitative Disclosures about Market Risk...........24

Item 4. Controls and Procedures..............................................24

Part II. OTHER INFORMATION

Item 1.Legal Proceedings.....................................................25

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds...........25

Item 3.Defaults Upon Senior Securities.......................................25

Item 4.Submission of Matters to a Vote of Security Holders...................25

Item 5.Other Information.....................................................25

Item 6.Exhibits..............................................................25

Signatures...................................................................26
<PAGE>
Part I. FINANCIAL INFORMATION
Item 1.  Financial Statements
<TABLE>
           Kenneth Cole Productions, Inc. and Subsidiaries
                Condensed Consolidated Balance Sheets
                             (Unaudited)
<CAPTION>
                                              September 30,  December 31,
                                                  2004          2003
<S>                                          <C>           <C>
Assets
Current assets:
Cash                                          $101,650,000  $111,102,000
Due from factors                                50,208,000    31,487,000
Accounts receivable, net                        13,378,000    11,254,000
Inventories, net                                58,426,000    44,851,000
Prepaid expenses and other current assets        1,666,000     1,343,000
Deferred taxes                                   2,478,000     2,063,000
                                              ------------  ------------
Total current assets                           227,806,000   202,100,000

Property and equipment, net                     37,531,000    36,755,000


Other assets:
 Deposits and deferred taxes                    16,584,000    16,603,000
 Deferred compensation plan assets              20,424,000    18,383,000
                                              ------------  ------------
Total other assets                              37,008,000    34,986,000
                                              ------------  ------------
Total assets                                  $302,345,000  $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)
                             (Unaudited)
<CAPTION>
                                              September 30,  December 31,
                                                  2004          2003
<S>                                          <C>           <C>
Liabilities and shareholders' equity
Current liabilities:
Accounts payable                              $ 32,821,000  $ 33,847,000
Accrued expenses and other current liabilities  10,650,000    11,153,000
Income taxes payable                             3,206,000     2,939,000
                                              ------------  ------------
Total current liabilities                       46,677,000    47,939,000

Deferred compensation                           20,424,000    18,383,000
Other long-term liabilities                     12,525,000    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
   14,990,481 and 14,534,791 issued in 2004
   and 2003, respectively                          150,000       145,000
  Class B Common Stock, par value  $.01, per
   share, 9,000,000 shares authorized,
   8,078,497 and 8,168,497 outstanding as of
   September 30, 2004 and 2003, respectively        81,000        82,000
  Additional paid-in capital                    77,618,000    69,992,000
  Accumulated other comprehensive income           554,000       751,000
  Retained earnings                            210,537,000   191,585,000
                                              ------------  ------------
                                               288,940,000   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                     222,719,000   196,334,000
                                              ------------  ------------
Total Liabilities and Shareholders' Equity    $302,345,000  $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             Nine Months Ended
                            September 30,                 September 30,
                         2004          2003            2004            2003
<S>                  <C>          <C>            <C>          <C>
Net sales             $132,929,000 $121,179,000   $350,000,000 $311,392,000
Royalty revenue         11,784,000   10,887,000     30,147,000   27,726,000
                      ------------ ------------   ------------ ------------
Net revenues           144,713,000  132,066,000    380,147,000  339,118,000
Cost of goods sold      81,089,000   74,442,000    212,681,000  189,921,000
                      ------------ ------------   ------------ ------------
Gross profit            63,624,000   57,624,000    167,466,000  149,197,000

Selling, general and
 administrative
 expenses               44,344,000   41,855,000    125,518,000  114,208,000
                      ------------ ------------   ------------ ------------
Operating income        19,280,000   15,769,000     41,948,000   34,989,000
Interest and other
 income, net               330,000      158,000        921,000      650,000
                      ------------ ------------   ------------ ------------
Income before provision
 for income taxes       19,610,000   15,927,000     42,869,000   35,639,000
Provision for
 income taxes            7,452,000    5,893,000     16,291,000   13,186,000
                      ------------ ------------   ------------ ------------
Net income            $ 12,158,000 $ 10,034,000   $ 26,578,000 $ 22,453,000
                      ============ ============   ============ ============
Earnings per share:
  Basic               $        .60 $        .51   $       1.33 $       1.15
  Diluted             $        .59 $        .49   $       1.29 $       1.10

Dividends declared
 per share            $        .14 $       .075   $        .38 $       .075


Shares used to compute
 earnings per share:

  Basic                 20,170,000   19,627,000     20,024,000   19,558,000
  Diluted               20,693,000   20,475,000     20,677,000   20,389,000
</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 adjustment
 foreign currency, net of
  taxes of $126,000
 change in forward
  contracts, net of
  taxes of $(246,000)

Comprehensive income

Exercise of stock options,
 and related tax benefit
 of $2,781,000                 358,734      4,000

Issuance of Class A
 Common Stock for ESPP           6,956

Dividends paid on Common
 Stock Class A and B

Conversion of Class B
 shares to Class A shares
 of Common Stock                90,000      1,000      (90,000)    (1,000)
                           -----------------------------------------------
Shareholders' Equity
 September 30, 2004         14,990,481  $ 150,000    8,078,497   $ 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                                                    26,578,000

Translation adjustment
 foreign currency, net of
  taxes of $126,000                             205,000
 change in forward
  contracts, net of
  taxes of $(246,000)                          (402,000)

Comprehensive income

Exercise of stock options,
 and related tax benefit
 of $2,781,000                     7,452,000

Issuance of Class A
 Common Stock for ESPP               174,000

Dividends paid on Common
 Stock Class A and B                                          (7,626,000)

Conversion of Class B
 shares to Class A shares
 of Common Stock
                              --------------------------------------------
Shareholders' Equity
 September 30, 2004             $ 77,618,000  $ 554,000     $210,537,000
                              ============================================
</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                                                    26,578,000

Translation adjustment
 foreign currency, net of
  taxes of $126,000                                              205,000
 change in forward
  contracts, net of
  taxes of $(246,000)                                           (402,000)
                                                            ------------
Comprehensive income                                          26,381,000

Exercise of stock options,
 and related tax benefit
 of $2,781,000                                                 7,456,000

Issuance of Class A
 Common Stock for ESPP                                           174,000

Dividends paid on Common
 Stock Class A and B                                          (7,626,000)

Conversion of Class B
 shares to Class A shares
 of Common Stock
                              -------------------------------------------
Shareholders' Equity
 September 30, 2004             (2,888,400)   $(66,221,000) $222,719,000
                              ===========================================
</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>
                                                     Nine Months Ended
                                                        September 30,
                                                     2004          2003
<S>                                             <C>           <C>
Cash flows from operating activities
Net income                                       $ 26,578,000  $ 22,453,000
Adjustments to reconcile net income to net cash
   used in operating activities:
Depreciation and amortization                       5,766,000     5,795,000
Unrealized loss (gain) on deferred compensation     1,421,000    (2,115,000)
Realized gain on sale of property and equipment       (14,000)
Provision for bad debts                                79,000       214,000
Tax benefit from exercise of stock options          2,781,000     1,567,000
Benefit for deferred taxes                           (561,000)
Changes in assets and liabilities:
Increase in due from factors                      (18,721,000)  (15,658,000)
Increase in accounts receivable                    (2,203,000)   (5,333,000)
Increase in inventories                           (13,977,000)  (10,922,000)
Increase in prepaid expenses & other current assets  (323,000)     (713,000)
Increase in other assets                           (3,297,000)   (3,289,000)
(Decrease) increase in accounts payable            (1,026,000)    6,084,000
Increase (decrease) in income taxes payable           267,000    (3,728,000)
Decrease in accrued expenses and other
   current liabilities                               (297,000)   (3,893,000)
Increase in other long-term liabilities             3,381,000     6,478,000
                                                 ------------  ------------
Net cash used in operating activities                (146,000)   (3,060,000)
Cash flows from investing activities
Acquisition of property and equipment              (6,596,000)   (6,693,000)
Proceeds from sale of property and equipment           68,000
                                                 ------------  ------------
Net cash used in investing activities              (6,528,000)   (6,693,000)

Cash flows from financing activities
Proceeds from exercise of stock options             4,675,000     2,340,000
Proceeds from issuance of common stock from
  Employee Stock Purchase Plan                        174,000       151,000
Dividends paid to shareholders                     (7,626,000)   (1,476,000)
Purchase of treasury stock                                       (4,526,000)
Principal payments on capital lease obligations                    (171,000)
                                                 ------------  ------------
Net cash used in financing activities              (2,777,000)   (3,682,000)

Effect of exchange rate changes on cash                (1,000)      (12,000)
                                                 ------------  ------------
Net decrease in cash                               (9,452,000)  (13,447,000)
Cash, beginning of period                         111,102,000    91,549,000
                                                 ------------  ------------
Cash, end of period                              $101,650,000  $ 78,102,000
                                                 ============  ============
Supplemental disclosures of cash flow information
Cash paid during the period for:
  Interest                                       $     12,000  $     31,000
  Income taxes, net                              $ 13,805,000  $ 14,989,000
</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 nine months ended September  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        Nine Months Ended
                                    September 30,            September 30,
                                 2004         2003         2004         2003
    <S>                     <C>         <C>            <C>         <C>
    Net Income, as reported  $12,158,000 $10,034,000    $26,578,000 $22,453,000

    Deduct: Stock-based
    Employee compensation
    expense  determined
    under   fair  value
    method,   net    of
    related tax effects          989,000     678,000      2,397,000   2,119,000
                             ----------- -----------    ----------- -----------
    Pro forma net income     $11,169,000 $ 9,356,000    $24,181,000 $20,334,000

    Earnings per share:

    Basic - as reported          $   .60      $  .51         $ 1.33      $ 1.15
    Basic - pro forma            $   .55      $  .48         $ 1.21      $ 1.04

    Diluted - as reported        $   .59      $  .49         $ 1.29      $ 1.10
    Diluted - pro forma          $   .54      $  .46         $ 1.17      $ 1.00
</TABLE>

     3.    Earnings Per Share

     The  Company  calculates earnings per share in accordance  with
     SFAS  No. 128, "Earnings Per Share."  Basic earnings per  share
     is calculated by dividing net income by weighted average common
     shares  outstanding.  Diluted earnings per share is  calculated
     similary,  except that it includes the dilutive effect  of  the
     assumed  exercise  of  securities  under  the  Company's  stock
     incentive plans.

           The  following  is an analysis of the differences  between
     basic and diluted earnings per common share:

<TABLE>
<CAPTION>
                            Three Months Ended     Nine Months Ended
                           September September    September  September
                           30, 2004  30, 2003     30, 2004   30, 2003
<S>                       <C>        <C>         <C>        <C>
Weighted average common
 shares outstanding        20,170,000 19,627,000  20,024,000 19,558,000

Effect of dilutive securities:
 Stock options                523,000    848,000     653,000    831,000
Weighted average common
 shares outstanding and    ---------- ----------  ---------- ----------
 common share equivalents  20,693,000 20,475,000  20,677,000 20,389,000
                           ========== ==========  ========== ==========
</TABLE>

     Stock  options outstanding as of September 30, 2004  and  2003,
     aggregating  797,000 and 431,000, 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 for  the  three-
     month  periods  ended September 30, 2004 and 2003  amounted  to
     $12,431,000 and $10,405,000, respectively. Comprehensive income
     amounted  to  $26,381,000 and $22,355,000  for  the  nine-month
     periods ended September 30, 2004 and 2003, respectively.

     5.   Derivative Instruments and Hedging Activities

       In  the  normal  course  of business,  the  Company  routinely
     enters   into  forward  contracts  in  anticipation  of   future
     purchases  of  inventory denominated in  Euros.   These  forward
     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  in  accordance
     with  SFAS  No.  133 "Accounting for Derivative Instruments  and
     Hedge   Activities."    The  Company  had  outstanding   forward
     contracts  of  $9,000,000 at September 30,  2004  with  maturity
     dates through December 2004.

       All  terms  and  conditions of the Company's forward  contracts
     are   included   in   the  measurement  of  the   related   hedge
     effectiveness.  The critical terms of the forward  contracts  are
     the  same as the underlying forecasted transactions. As a result,
     changes  in the fair value of the contracts are 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  nine months ended September 30, 2004.  At  September
     30,  2004  the Company's notional $9,000,000 in forward  exchange
     contracts   resulted  in  an  unrealized  gain  of  approximately
     $204,000,  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  three 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 before income taxes 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.

     Financial  information of the Company's reportable segments  is
     as follows (in thousands):

<TABLE>
<CAPTION>
                                     Three Months Ended
                                     September 30, 2004
                                      Consumer
                           Wholesale   Direct   Licensing   Totals
<S>                     <C>         <C>        <C>        <C>
Revenues from external    88,546     44,383     11,784     144,713
 customers
Intersegment revenues     (7,979)                           (7,979)
Segment income (1)        12,533      1,661      9,820      24,014
Segment assets           244,498     53,760      6,902     305,160

                                     Three Months Ended
                                     September 30, 2003
                                      Consumer
                           Wholesale   Direct   Licensing   Totals
<S>                     <C>         <C>        <C>        <C>
Revenues from external    79,055     42,124     10,887     132,066
 customers
Intersegment revenues     (9,028)                           (9,028)
Segment income (1)        10,594      1,542      8,120      20,256
Segment assets           212,801     52,025      2,898     267,724

                                      Nine Months Ended
                                     September 30, 2004
                                      Consumer
                           Wholesale   Direct   Licensing   Totals
<S>                     <C>         <C>        <C>        <C>
Revenues from external   219,803     130,197    30,147     380,147
 customers
Intersegment revenues    (23,869)                          (23,869)
Segment income (1)(2)     25,001       5,481    25,127      55,609

                                      Nine Months Ended
                                     September 30, 2003
                                      Consumer
                           Wholesale   Direct   Licensing   Totals
<S>                     <C>         <C>        <C>        <C>
Revenues from external   197,215     114,177    27,726     339,118
 customers
Intersegment revenues    (22,870)                          (22,870)
Segment income (1)        26,501      (1,617)   22,464      47,348
</TABLE>

(1)  Before elimination of intersegment profit, unallocated corporate overhead
  and income taxes.

(2)   Included in the Wholesale segment during the nine months ended September
  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     Nine Months Ended
                                 September   September    September   September
                                 30, 2004    30, 2003     30, 2004    30, 2003
<S>                             <C>        <C>          <C>        <C>
Revenues
Revenues for external customers  $144,713   $132,066     $380,147   $339,118
Intersegment revenues               7,979      9,028       23,869     22,870
Elimination of
 intersegment revenues             (7,979)    (9,028)     (23,869)   (22,870)
                                 --------   --------     --------   --------
Total consolidated revenues      $144,713   $132,066     $380,147   $339,118
                                 ========   ========     ========   ========
Income
Total profit for
reportable segments              $ 24,014   $ 20,256     $ 55,609   $ 47,348

Elimination of intersegment
 profit and unallocated
 corporate overhead                (4,404)    (4,329)     (12,740)  (11,709)
                                 --------   --------     --------   --------
Total income before income taxes $ 19,610   $ 15,927     $ 42,869   $ 35,639
                                 ========   ========     ========   ========

Assets
Total assets for reportable
  segments                      $305,160    $267,724
Elimination of intersegment
  inventory profit                (2,815)     (2,139)
                                --------    --------
Total consolidated assets       $302,345    $265,585
                                ========    ========
</TABLE>

Revenues  from  international customers were 2.6% and 2.0%  of  the  Company's
consolidated revenues for the three and nine months ended September 30,  2004,
respectively,  and  were  under  2.0% for the  three  and  nine  months  ended
September 30, 2003.

7. New Accounting Pronouncements

     On  October  13, 2004, the Financial Accounting Standards  Board
reached  a  consensus on the effective date for SFAS No. 123R  ("SFAS
123R"),  "Share-Based  Payment".  SFAS 123R  requires the Company  to
measure compensation cost for all share-based payments at fair  value
for  interim and annual periods beginning after June 15,  2005.   The
Company  is currently evaluating the requirements and impact of  SFAS
123R on the Company's consolidated financial statements.

8. 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
nine  months ended September 30, 2004, no shares were repurchased  in
the   open  market  leaving  the  available  shares  authorized   for
repurchase  at 1,361,600.  The repurchased shares have been  recorded
as Treasury Stock.

9. 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
$395,000  and $961,000 in royalty and advertising expense to  Candies
for the three and nine months ended September 30, 2004, respectively.
The  Company recorded approximately $386,000 and $436,000 in  royalty
and  advertising  expense to Candies for the three  and  nine  months
ended September 30, 2003, respectively.

10. 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 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.

11. 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  second  quarter
2004.  These costs were expensed as incurred in accordance with  SFAS
No.  146  "Accounting  for Costs Associated  with  Exit  or  Disposal
Activity"   and  recorded  in  selling,  general  and  administrative
expenses in the condensed consolidated Statement of Income.


12. Reclassifications

  Certain  amounts  in  the Company's previous  financial  statements
have been reclassified to conform to the 2004 presentation.

13. Legal Proceedings

     On  September 20, 2004, a class action lawsuit was filed against
the Company in the Superior Court of California for the County of Los
Angeles.  The action alleges that the individual plaintiffs and other
purported class members worked hours for which they were entitled  to
receive,  but did not receive, overtime compensation under California
law.   The  Company  has  retained counsel,  is  preparing  a  formal
response to the complaint, and plans to defend the action vigorously.

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

14. Subsequent Event

     On October 21, 2004, the Board of Directors declared a quarterly
cash  dividend of $.14 per share payable on December 16, 2004,  which
will  be  paid to shareholders of record at the close of business  on
November 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 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, Kenneth Cole Reaction, 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
customers  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 New York  and  Kenneth Cole
Reaction  brand  names among  consumers  has  enabled the  Company to
expand its product offerings  and  channels  of  distribution through
licensing agreements and allows it to  offer through these agreements
a lifestyle collection of men's product categories  such as  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  also  licenses
children's apparel.

      The  Company recorded revenues of $144.7 million for the  three
months  ended September 30, 2004, a 9.6% increase over the comparable
period  in  the prior year and earnings per fully diluted share  grew
20.4%  to $0.59 from $0.49 over the comparable quarter in 2003.   The
Company recorded revenues of $380.1 million and earnings per share of
$1.29  for  the nine months ended September 30, 2004, a  increase  in
revenues of 12.1% and an increase of earnings per share of 17.3% over
the comparable period in the prior year.  The Company's balance sheet
reflected  $101.7  million in cash and no debt as  of  September  30,
2004.   The  Company continues to focus on designing  and  delivering
high quality, fashionable 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  nine  months  ended
September 30, 2004 and September 30, 2003.
<TABLE>
<CAPTION>
                       Three Months Ended             Nine Months Ended
                         September 30,                   September 30,
                      2004           2003             2004           2003
<S>            <C>      <C>    <C>      <C>     <C>      <C>    <C>      <C>
Net sales       $132,929  91.9% $121,179  91.8%  $350,000  92.1% $311,392  91.8%
Royalty revenue   11,784   8.1    10,887   8.2     30,147   7.9    27,726   8.2
                -------- ------ -------- ------  -------- ------ -------- ------
Net revenues     144,713 100.0   132,066 100.0    380,147 100.0   339,118 100.0

Gross profit(1)   63,624  44.0    57,624  43.6    167,466  44.1   149,197  44.0

Selling, general
 & administrative
 expenses         44,344  30.6    41,855  31.7    125,518  33.0   114,208  33.7
                -------- ------ -------- ------  -------- ------ -------- ------
Operating income  19,280  13.4    15,769  11.9     41,948  11.1    34,989  10.3

Interest
 income, net         330   0.2       158   0.2        921   0.2       650   0.2
                -------- ------ -------- ------  -------- ------ -------- ------
Income before
 income taxes     19,610  13.6    15,927  12.1     42,869  11.3    35,639  10.5

Income tax
 expense           7,452   5.2     5,893   4.5     16,291   4.3    13,186   3.9
                -------- ------ -------- ------  -------- ------ -------- ------
Net income        12,158   8.4    10,034   7.6     26,578   7.0    22,453   6.6
                ======== ====== ======== ======  ======== ====== ======== ======
</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 September 30, 2004 Compared to Three Months Ended
September 30, 2003

REVENUES:   Consolidated  net revenues increased  $12.6  million,  or
9.6%, to $144.7 million for the three months ended September 30, 2004
from  $132.1 million for the three months ended September  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 $9.5 million, or 12.0% to
$88.5  million, for the three months ended September  30,  2004  from
$79.1  million for the three months ended September 30,  2003.   This
increase  is  primarily  attributable  to  increased  sales  of   the
Company's  Kenneth  Cole New York and Kenneth Cole  Reaction  branded
men's  and  women's  footwear, as well as the handbag  businesses  of
approximately  29.5%,  offset by a decrease in the  Company's  volume
and private label businesses.

Net  sales  in  the Company's Consumer Direct segment increased  $2.3
million,  or  5.4%,  to  $44.4 million for  the  three  months  ended
September  30,  2004  from $42.1 million for the three  months  ended
September 30, 2003.  The increase in net sales is due primarily to an
increase in sales from new stores opened in 2004 and that portion  of
2004  sales  for  stores not open for all of 2003, of  $2.4  million,
offset  by  a decrease in comparable store sales of $0.4  million  or
1.1%.  The remaining increase was primarily due to an increase in the
Company's   Internet  operations.   Comparative  store   sales   were
negatively  affected by the hurricanes in Florida  during  the  three
months ended September 30, 2004.

LICENSING  REVENUE:  Royalty revenue increased 8.2% to $11.8  million
for  the three months ended September 30, 2004 from $10.9 million for
the  three months ended September 30, 2003.   The growth in licensing
revenues  was  driven  by  incremental sales from  existing  licensee
product  categories,  most  significantly  fragrance  and  from   the
Company's new men's casual pants licensee.

GROSS  PROFIT:   Consolidated gross profit, as a  percentage  of  net
revenues, increased to 44.0% for the three months ended September 30,
2004  from  43.6%  for  the three months ended  September  30,  2003.
Margins  increased  on a consolidated basis, as a percentage  of  net
revenues,  as a result of an increase in margin in both the Wholesale
and  Consumer Direct segments.  The increase in gross profit from its
Consumer  Direct segment resulted from direct merchandise initiatives
at  its  outlet  stores and a reduction in promotional activities  at
point of sale.  The increase in Wholesale gross margin is a result of
changes in sourcing, resulting in higher initial markups.  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 61.2% for the three months ended September 30, 2004 from 59.9% for
the  three months ended September 30, 2003, while the Consumer Direct
segment  as  a percentage of net revenue decreased to 30.7%  for  the
three months ended September 30, 2004 from 31.9% for the three months
ended  September  30, 2003. Furthermore, Licensing segment  revenues,
which  carry a nominal cost of goods sold, decreased as a  percentage
of  net revenue to 8.1% for the three months ended September 30, 2004
from 8.2% for the three months ended September 30, 2003.

SELLING,  GENERAL AND ADMINISTRATIVE EXPENSES:  Selling, general  and
administrative   expenses,   including  shipping   and   warehousing,
increased  5.9% to $44.3 million (or 30.6% of net revenues)  for  the
three months ended September 30, 2004 from $41.9 million (or 31.7% of
net  revenues)  for  the  three  months  ended  September  30,  2003.
Expenses,  as a percentage of net revenues, decreased as a result  of
the  Company's  recent move to third party variable warehousing,  and
leverage on its base of fixed expenses.

INTEREST  AND  OTHER INCOME:  Interest and other income increased  to
$330,000  for the three months ended September 30, 2004 from $158,000
for  the three months ended September 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 September 30, 2004 from 37.0%  for
the  three-months ended September 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 21.2%
for  the three months ended September 30, 2004 to $12.2 million (8.4%
of  net  revenues) from $10.0 million (7.6% of net revenues) for  the
three months ended September 30, 2003.


Nine months Ended September 30, 2004 Compared to Nine Months Ended
September 30, 2003

REVENUES:   Consolidated  net  revenues  increased  12.1%  to  $380.1
million  for  the  nine months ended September 30, 2004  from  $339.1
million  for the nine months ended September 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 $22.6 million  or  11.5%
for  the nine months ended September 30, 2004 to $219.8 million  from
$197.2  million for the nine months ended September 30,  2003.    The
increase  is  due  primarily to increased sales  from  the  Company's
women's footwear and handbags businesses of approximately 17.8%.  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  $16.0
million,  or  14.0%,  to  $130.2 million for the  nine  months  ended
September  30,  2004 compared to $114.2 million for the  nine  months
ended  September 30, 2003. The increase in net sales  is  due  to  an
increase in comparable store sales of 7.0%, or $7.6 million, as  well
as  $7.3  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 $1.1 million were primarily from  sales  of  the
Company's  Corporate  Gift  Program  and  Internet  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.

LICENSING  REVENUE:  Royalty revenue increased 8.7% to $30.1  million
for  the nine months ended September 30, 2004 from $27.7 million  for
the   nine  months  ended  September  30,  2003.  This  increase   is
attributable primarily to the incremental minimum royalties from  the
Company's existing licensees, most significantly women's apparel  and
fragrance,  as well as new revenues from the Company's  men's  casual
pants licensee.

GROSS  PROFIT:   Consolidated gross profit as  a  percentage  of  net
revenues  increased to 44.1% for the nine months ended September  30,
2004 from 44.0% for the nine months ended September 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 margins within the Wholesale segment.   Consumer
Direct  segment  margins increased from merchandising initiatives  at
its  outlet stores, new assortments which focus on  wear-now products
that  limit vulnerability of the mix of products without compromising
fashion  and excitement  and a reduction of point of sale promotions.
The  Wholesale segment as a percentage of net revenues  decreased  to
57.8% for the nine months ended September 30, 2004 from 58.2% for the
nine  months  ended  September 30, 2003, while  the  Consumer  Direct
segment  which operates at a higher gross profit percentage increased
as  a  percentage of net revenues to 34.2% for the nine months  ended
September 30, 2004 from 33.7% for the nine months ended September 30,
2003.   Early in the year, the U.S. dollar compared to the  Euro,  in
year  over  year comparison, resulted in reduced initial mark-ups  in
the  Wholesale segment.  During the third quarter 2004, the Company's
sourcing  initiatives  included  shifting  production,  enabled   the
Company to begin recognizing higher initial mark-ups.

SELLING,  GENERAL AND ADMINISTRATIVE EXPENSES:  Selling, general  and
administrative   expenses,   including  shipping   and   warehousing,
increased 9.9% to $125.5 million (or 33.0% of net revenues)  for  the
nine  months  ended  September 30, 2004 from the $114.2  million  (or
33.7%  of net revenues) for the nine months ended September 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 its ongoing cost control strategies.

INTEREST  AND  OTHER INCOME:  Interest and other income increased  to
$921,000   for  the  nine  months  ended  September  30,  2004   from
approximately $650,000 for the nine months ended September 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 nine-month period ended September 30, 2004 from 37.0% in the
nine month period ended September 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 18.4%
for  the nine months ended September 30, 2004 to $26.6 million  (7.0%
of  net  revenues) from $22.5 million (6.6% of net revenues) for  the
nine months ended September 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 September 30, 2004 and  December
31,  2003  working  capital was $181.1 million  and  $154.2  million,
respectively.

     Cash  used in operating activities was $0.1 million for the nine
months  ended  September 30, 2004, compared to $3.1 million  used  in
operating  activities for the nine months ended September  30,  2003.
The   decrease   in  cash  flow  used  in  operations  is   primarily
attributable to an increase in net income and the timing of payables,
offset by an increase in inventory.

     Net cash used in investing activities decreased $0.2 million  to
$6.5  million for the nine months ended September 30, 2004 from  $6.7
million  for  the  nine months ended September 30,  2003.   Investing
activities for the nine months ended September 30, 2004 and 2003 were
primarily  for  capital expenditures.  Capital expenditures  for  new
retail  store openings and expansions were approximately $4.5 million
and  $2.5  million for the nine months ended September 30,  2004  and
September  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 $2.8 million for  the
nine  months  ended September 30, 2004 compared to the  $3.7  million
used in financing activities for the nine months ended September  30,
2003.    During the nine months ended September 30, 2004, the Company
declared  and  paid  quarterly cash dividends of  approximately  $7.6
million  to common stock shareholders, which were offset by  proceeds
from  the exercise of stock options of $4.7 million.  During the nine
months ended September 30, 2003, the Company used approximately  $4.5
million  to repurchase shares of Class A Common Stock under its  buy-
back  program  and paid approximately $1.5 million in quarterly  cash
dividends  to  common  stock holders, offset  by  $  2.3  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 other contractual agreements as of September 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      $26,663,000 $76,689,000 $53,468,000 $95,382,000 $252,202,000
                  ----------- ----------- ----------- ----------- ------------
Total contractual
 obligations      $26,663,000 $76,689,000 $53,468,000 $95,382,000 $252,202,000
                  =========== =========== =========== =========== ============
</TABLE>

     The  Company  utilizes forward contracts to hedge  its  cost  on
future  purchases of inventory in Euros. These forward contracts  are
used  to hedge against the Company's exposure to changes in the  Euro
exchange  rates  to  protect the purchase price of merchandise  under
such  commitments  and  are not held for the purpose  of  trading  or
speculation. At September 30, 2004, the Company had forward contracts
totaling  $9.0 million in notional value with an unrealized  gain  of
$204,000, net of taxes.

     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 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 $6.9 million in standby letters of
credit and $0.7 million in open letters of credit to $17.4 million at
September 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   and  renovations,  office  build-out  of  its   corporate
headquarters,  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 forward contracts to hedge  its  cost  on
future  purchases.  The Company does not enter into foreign  currency
transactions for speculative purposes.   At September 30,  2004,  the
Company had forward contracts totaling $9.0 million in notional value
with  an  unrealized  gain of $204,000, 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.


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.



<PAGE>
Part II - OTHER INFORMATION

Item 1.                              Legal Proceedings.

           On  September 20, 2004, a class action lawsuit  was  filed
against  the  Company  in the Superior Court of  California  for  the
County  of  Los  Angeles.   The action alleges  that  the  individual
plaintiffs and other purported class members worked hours  for  which
they  were  entitled  to  receive,  but  did  not  receive,  overtime
compensation under California law.  The Company has retained counsel,
is  preparing a formal response to the complaint, and plans to defend
the action vigorously.

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

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

Item 3. Defaults Upon Senior Securities. None

Item 4. Submission of Matters to a Vote of Security Holders.  None

Item 5. Other Information. None

Item 6. 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
<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



November 8, 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:  November 8, 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:  November 8, 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 September 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.
November 8, 2004
<PAGE>
                                                         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 September 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.
November 8, 2004